ARO-20140221-Exhibit10.1








Exhibit 10.1


EXECUTION COPY


JOINDER AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED 
LOAN AND SECURITY AGREEMENT AND 
AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS
This Joinder and First Amendment to Third Amended and Restated Loan and Security Agreement and Amendment to Certain Other Loan Documents (this “Amendment”) is made as of February 21, 2014 by and among:
AEROPOSTALE, INC., a Delaware corporation (the “Borrower”);
GOJANE LLC, a Delaware limited liability company (the “New Guarantor”);
The other GUARANTORS party hereto (together with the New Guarantor, collectively, the “Guarantors”);
The LENDERS party hereto; and
BANK OF AMERICA, N.A., as agent (in such capacity, the “Agent”) for the ratable benefit of the Credit Parties (as defined in the Loan Agreement referred to below);
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.


W I T N E S S E T H:
WHEREAS, reference is made to that certain Third Amended and Restated Loan and Security Agreement, dated as of September 22, 2011 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among (i) the Borrower, (ii) the Guarantors from time to time party thereto, (iii) the Lenders from time to time party thereto, and (iv) the Agent; 
WHEREAS, the New Guarantor is an indirect Subsidiary of the Borrower and shall receive direct and indirect benefits from the making of loans and providing of other financial accommodations to the Borrower under the Loan Agreement;
WHERAS, the New Guarantor desires to become a party to the Loan Agreement and the other Loan Documents as a Guarantor thereunder; and
WHEREAS, the parties hereto have agreed to amend certain provisions of the Loan Agreement as set forth herein.
 NOW, THEREFORE, the parties hereto hereby agree as follows:
		
	1.
	Defined Terms.  Capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Loan Agreement (as amended hereby) unless otherwise defined herein.  


		
	2.
	Joinder and Assumption of Liabilities.  Effective as of the date of this Amendment, the New Guarantor hereby acknowledges that it has received and reviewed a copy of the Loan Agreement (as amended hereby) and the other Loan Documents (including, without limitation, the Security Agreement and the Guaranty (as such terms are defined below)), and acknowledges and agrees to:

















		
	(a)
	join in the execution of, and become a party to, the Loan Agreement and the other Loan Documents to which the Guarantors are a party, as a Guarantor thereunder, as indicated with its signature below;


		
	(b)
	be bound by all representations, warranties, covenants, agreements, liabilities and acknowledgments of a Guarantor under the Loan Agreement and each of the other Loan Documents to which the Guarantors are party, in each case, with the same force and effect as if the New Guarantor was a signatory to the Loan Agreement and such other Loan Documents and was expressly named as a Guarantor therein; and


		
	(c)
	assume all rights and interests and perform all applicable duties and Liabilities of a Guarantor under the Loan Agreement and each of the other Loan Documents to which the Guarantors are party.


		
	3.
	Confirmation of Grant of Security Interest in Collateral.


		
	(a)
	The New Guarantor hereby confirms, adopts and ratifies all of the terms and conditions of the Security Agreement (as amended herein), including, without limitation, the grant to the Agent, its successors and assigns, for its own benefit and the benefit of the other Credit Parties, of a security interest (the “Security Interest”) in all of the New Guarantor’s right, title and interest in, to and under the Collateral (as defined in the Security Agreement, as amended herein) wherever located, whether now owned or hereafter acquired or arising therein, as security for the payment or performance, as the case may be, in full of the Liabilities.


		
	(b)
	The New Guarantor hereby designates the Agent as the New Guarantor’s true and lawful attorney, exercisable by the Agent whether or not an Event of Default exists, with full power of substitution, at the Agent’s option, to file one or more financing statements, continuation statements, or to sign other documents for the purpose of perfecting, confirming, continuing, or protecting the Security Interest granted by the New Guarantor, without the signature of the New Guarantor (the New Guarantor hereby appointing the Agent as such Person’s attorney to sign such Person’s name to any such instrument or document, whether or not an Event of Default exists), and naming the New Guarantor, as debtor, and the Agent, as secured party.  


		
	(c)
	The New Guarantor hereby irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent) as the New Guarantor’s true and lawful agent and attorney-in-fact, and in such capacity the Agent shall have the right, with power of substitution for the New Guarantor and in the New Guarantor’s name or otherwise, for the use and benefit of the Agent and the other Credit Parties, to exercise all rights and powers contemplated by the Security Agreement.


		
	(d)
	The provisions of this Section 3 are subject in all respects to the terms and conditions of the Security Agreement, including, without limitation, the termination provisions thereof.


		
	4.
	Amendments to Loan Agreement.  


		
	(a)
	Composite Loan Agreement.  The Loan Agreement is hereby amended to delete the bold, stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold, double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Loan Agreement attached as Exhibit A hereto.





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	(b)
	Exhibits to Loan Agreement.  The Exhibits to the Loan Agreement are hereby amended as follows:


		
	(i)
	By deleting each of the following Exhibits therefrom in its entirety and substituting in its stead the corresponding form of Exhibit attached hereto as Exhibit B:  4-2 (Related Entities); 4-3 (Trade Names); 4-5 (Locations, Leases, and Landlords); 4-6 (Encumbrances); 4-7 (Indebtedness); 4-8 (Insurance Policies); 4-10 (Capital Leases); 4-13 (Taxes); 4-17 (Litigation); 4-22 (Permitted Management Fees and Other Affiliated Transactions); 4-23 (Excluded Assets); 4-28 (Collective Bargaining Agreements); 4-31 (Material Contracts); 5-5 (Form of Borrowing Base Certificate); 6-3 (Bonds and Deposits); 7-1 (DDAs); and 7-2 (Credit Card Arrangements).  


		
	(ii)
	By adding a new Exhibit 2-8(A) (FILO Note) thereto in the form of such Exhibit attached hereto as Exhibit C.


		
	(iii)
	By adding a new Exhibit 4-4 (Intellectual Property) thereto in the form of such Exhibit attached hereto as Exhibit D.


		
	5.
	GoJane Assets.  Notwithstanding anything in the Loan Agreement or otherwise to the contrary, the Loan Parties acknowledge and agree that no assets of the New Guarantor or of any other Loan Party in connection with the “GoJane” business shall be included in the Borrowing Base (Revolving Credit) or the Borrowing Base (FILO) unless and until the Agent shall have obtained, at the Borrower’s expense, a satisfactory appraisal and audit with respect to such assets, as contemplated by the provisions of Section 5-10(c) and 5-10(d) of the Loan Agreement, and such assets first satisfy the eligibility requirements contained in the Loan Agreement (such as under the definitions of “Acceptable Inventory,” “Eligible  Credit Card Receivables,” and the like).


		
	6.
	Amendments to Security Agreement.  That certain Amended and Restated Security Agreement dated as of November 13, 2007 (as amended, restated, supplemented or otherwise modified (including pursuant to the Confirmation Agreement referred to below) and in effect from time to time, the “Security Agreement”) by and among AW, Jimmy’Z, AGC and the Agent, to which Aeropostale Procurement Company, Inc., Aeropostale Licensing, Inc. and P.S. from Aeropostale, Inc. joined as Guarantors pursuant to that certain Joinder, Confirmation and Amendment of Ancillary Loan Documents dated as of September 22, 2011 (the “Confirmation Agreement”), and to which the New Guarantor joined as a Guarantor pursuant to this Amendment, is hereby amended as follows:


		
	(a)
	By deleting Section 7-12 therefrom in its entirety and substituting in its stead the following new Section 7-12:


“7-12.    New York Law.  This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the laws of The State of New York (without giving effect to the conflicts of laws principals thereof, but including Sections 5-1401 and 5-1402 of the New York General Obligations Law).”











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	(b)
	By amending Section 7-13 by deleting clauses (a) and (e) therefrom and substituting in its stead the following new clauses (a) and (e):


“(a)     Each Guarantor agrees that any legal action, proceeding, case, or controversy against such Guarantor with respect to any Loan Document may be brought in any court of the State of New York sitting in New York County or in the United States District Court for the Southern District of New York sitting in New York County, and any appellate court from any thereof, as the Agent may elect in the Agent’s sole discretion.  By execution and delivery of this Agreement, each Guarantor, for itself and in respect of its property, accepts, submits, and consents generally and unconditionally, to the jurisdiction of the aforesaid courts.
(e)    Each Guarantor agrees that any action commenced by such Guarantor asserting any claim or counterclaim arising under or in connection with this Agreement or the Agent’s relationship with the Guarantor shall be brought solely in any court of the State of New York sitting in New York County or in the United States District Court for the Southern District of New York sitting in New York County, and that such Courts shall have exclusive jurisdiction with respect to any such action.”
		
	(c)
	By deleting each of the following Exhibits therefrom and substituting in its stead the corresponding form of Exhibit annexed hereto as Exhibit E:  4-2 (Related Entities); 4-3 (Trade Names); 4-5 (Locations, Leases, and Landlords); 4-6 (Encumbrances); 4-7 (Indebtedness); 4-8 (Insurance Policies); 4-10 (Capital Leases); 4-13 (Taxes); 4-17 (Litigation); 4-22 (Permitted Management Fees and Other Affiliated Transactions); 6-3 (Bonds and Deposits); 7-1 (DDAs); and 7-2 (Credit Card Arrangements).


		
	7.
	Amendment to Guaranty.  That certain Amended and Restated Guaranty dated as of November 13, 2007 (as amended, restated, supplemented or otherwise modified (including pursuant to the Confirmation Agreement) and in effect from time to time, the “Guaranty”) by AW, Jimmy’Z and AGC in favor of the Agent, to which Aeropostale Procurement Company, Inc., Aeropostale Licensing, Inc. and P.S. from Aeropostale, Inc. joined as Guarantors pursuant to the Confirmation Agreement, and to which the New Guarantor joined as a Guarantor pursuant to this Amendment, is hereby amended as follows:


		
	(a)
	By amending the definition of “Liabilities” set forth under the section entitled “Definitions” by adding the following new sentence at the end thereof:


“Notwithstanding any term or provision of this Guaranty or any other Loan Document to the contrary, with respect to any Guarantor, the term “Guaranteed Obligations” shall exclude any Excluded Swap Obligations with respect to such Guarantor.”
		
	(b)
	By amending the second paragraph under the section entitled “General Waivers” by deleting the phrase “Massachusetts law” therefrom and substituting in its stead the phrase “New York law”.


		
	(c)
	By deleting the section entitled “Choice of Laws” in its entirety therefrom and substituting in its stead the following new section:


“CHOICE OF LAWS:  This Guaranty and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the laws of The State of New York (without giving effect to the conflicts of laws principals thereof, but including Sections 5-1401 and 5-1402 of the New York General Obligations Law).”



4








		
	(d)
	By amending the section entitled “Consent to Jurisdiction” by deleting clauses (a) and (e) therefrom and substituting in its stead the following new clauses (a) and (e):


“(a)     Each Guarantor agrees that any legal action, proceeding, case, or controversy against such Guarantor with respect to any Loan Document may be brought in any court of the State of New York sitting in New York County or in the United States District Court for the Southern District of New York sitting in New York County, and any appellate court from any thereof, as the Agent may elect in the Agent’s sole discretion.  By execution and delivery of this Guaranty, each Guarantor, for itself and in respect of its property, accepts, submits, and consents generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts.
(e)    Each Guarantor agrees that any action commenced by such Guarantor asserting any claim or counterclaim arising under or in connection with this Guaranty or the Agent’s relationship with the Guarantor shall be brought solely in any court of the State of New York sitting in New York County or in the United States District Court for the Southern District of New York sitting in New York County, and that such Courts shall have exclusive jurisdiction with respect to any such action.”
		
	8.
	Ratification of Loan Documents.  Except as otherwise expressly provided herein, all terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect.  The Loan Parties (including, without limitation, the New Guarantor) hereby ratify, confirm, and reaffirm that all representations and warranties of the Loan Parties contained in the Loan Agreement and each other Loan Document are true and correct in all material respects (except to the extent that any such representation and warranty is already qualified by materiality, in which case such representation and warranty is true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent that any such representation and warranty is already qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of such earlier date. The Guarantors (including, without limitation, the New Guarantor) hereby acknowledge, confirm and agree that the Liabilities of the Guarantors under, and as defined in, the Guaranty include, without limitation, all Liabilities of the Loan Parties at any time and from time to time outstanding under the Loan Agreement and the other Loan Documents, as such Liabilities have been amended pursuant to this Amendment.  The Loan Parties (including, without limitation, the New Guarantor) hereby (i) ratify, confirm, and reaffirm the grant of security interest in the Collateral provided in the Loan Agreement and the other Loan Documents (as amended hereby), and (ii) acknowledge, confirm and agree that the Loan Documents and any and all Collateral previously pledged to the Agent, for the benefit of the Credit Parties, pursuant thereto, shall continue to secure all applicable Liabilities of the Loan Parties at any time and from time to time outstanding under the Loan Agreement and the other Loan Documents, as such Liabilities have been amended pursuant to this Amendment.


		
	9.
	Conditions to Effectiveness.  This Amendment shall not be effective until each of the following conditions precedent has been fulfilled or waived to the reasonable satisfaction of the Agent:


		
	(a)
	The Agent shall have received counterparts of this Amendment duly executed and delivered by each of the parties hereto.











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	(b)
	The Agent shall have received, in form and substance reasonably satisfactory to the Agent, with respect to each Loan Party, (i) (x) a certificate of good standing issued by the Secretary of State of each State in which such Loan Party is organized, and (y) certificates of due qualification, in good standing, issued by the Secretary(ies) of State of each State in which the nature of such Loan Party’s business conducted or assets owned would reasonably be expected to require such qualification, in each case of clauses (x) and (y) dated as of a recent date, and (ii) Certificate of such Loan Party’s Secretary of the due adoption, continued effectiveness, and setting forth the texts of, each corporate resolution adopted in connection with the valid execution, delivery and performance by such Loan Party of this Amendment and the other Loan Documents and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents.


		
	(c)
	The Agent shall have received, in form and substance reasonably satisfactory to the Agent, an opinion of counsel to the Loan Parties with respect to this Amendment and the other Loan Documents executed and delivered in connection herewith and the transactions contemplated hereby and thereby.


		
	(d)
	The Agent shall have received, in form and substance reasonably satisfactory to the Agent, a Second Amended and Restated Trademark and Trademark Applications Security Agreement dated as of the First Amendment Effective Date, duly executed and delivered by the Loan Parties, together with such short-form grants of security interest in Trademarks as the Agent may reasonably request for filing with the United States Patent and Trademark Office.


		
	(e)
	The Agent shall have received a Borrowing Base Certificate dated as of the First Amendment Effective Date, relating to the month ended on January 31, 2014 and reflecting the Borrowing Base (Revolving Credit) and the Borrowing Base (FILO) as of such date, and executed by a Responsible Officer of the Borrower.


		
	(f)
	The Agent shall be reasonably satisfied with the Loan Parties’ insurance arrangements and shall have received all documentation requested in connection with such insurance including endorsements providing for notice of cancellation to Agent and endorsements naming the Agent as “lender’s loss payee” or “additional insured”, as applicable, under each policy.


		
	(g)
	After giving effect to (i) all Revolving Credit Loans made on the First Amendment Effective Date, (ii) all fees, costs, expenses and charges made in connection with the preparation, negotiation, execution and delivery of this Amendment and related documents and (iii) all L/Cs to be issued at, or immediately subsequent to, such preparation, negotiation, execution and delivery, Availability (Revolving Credit) shall be not less than $100,000,000.


		
	(h)
	All fees due upon execution and delivery of this Amendment (including, without limitation, all fees described in the Fee Letter) and all reasonable out-of-pocket costs and expenses incurred by the Agent and Arranger in connection with the preparation, negotiation, execution and delivery of this Amendment and related documents (including the reasonable fees and expenses of counsel to the Agent) shall have been paid (to the extent then invoiced.


		
	(i)
	Each of the representations and warranties made by or on behalf of the Loan Parties in this Amendment or in any of the other Loan Documents or in any other report, statement, document or paper provided by or on behalf of a Loan Party shall be true and correct in all material respects (except to the extent that any such representation and warranty is already qualified by materiality, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except to the extent that any such representation and warranty is already qualified by materiality, in which 



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case such representation and warranty shall be true and correct in all respects) as of such earlier date.
		
	(j)
	No event shall have occurred or failed to occur or become known to the Agent or the Arranger since February 2, 2013, which occurrence or failure reasonably would be expected to have a Material Adverse Effect.


		
	(k)
	The Arranger and the Agent shall have received (i) Dollar Commitments (Revolving Credit) from Lenders participating in this Amendment in an amount equal to $25,000,000, and (ii) Dollar Commitments (FILO) from Lenders participating in this Amendment in an amount equal to $30,000,000.


		
	(l)
	All consents and approvals required in connection with the effectiveness of this Amendment shall have been obtained and shall be in full force and effect.


		
	(m)
	The Agent shall have received and be reasonably satisfied with reasonably detailed financial projections and business assumptions for the Borrower and its Subsidiaries on a monthly basis for the Borrower’s 2014 fiscal year and on an annual basis for the Borrower’s 2015 and 2016 fiscal years.  In addition, the Agent shall have received and be reasonably satisfied with a reasonably detailed borrowing base availability analysis prepared on a monthly basis through the Borrower’s 2014 fiscal year.


		
	(n)
	No Default or Event of Default shall have occurred and be continuing.


		
	(o)
	The Agent shall have received such additional documents, instruments, and agreements as the Agent may have reasonably requested prior to the date hereof in connection with the transactions contemplated hereby.


		
	10.
	Post-First Amendment Effective Date Covenants.  The Loan Parties covenant and agree as follows: 


		
	(a)
	The Loan Parties shall use commercially reasonable efforts to deliver to the Agent, within sixty (60) days following the First Amendment Effective Date (or such later date as the Agent may agree in its discretion), collateral access agreements duly executed by the applicable landlords and Loan Parties and in form and substance reasonably satisfactory to the Agent, with respect to each of the following locations: (i) 112 West 34th Street, New York, New York 10120 (New York City office), (ii) 2 Brick Plant Road, South River, New Jersey 08882 (East Coast distribution center), and (iii) 950 North Barrington Avenue, Ontario, California 91764 (West Coast distribution center).


		
	(b)
	Within sixty (60) days following the First Amendment Effective Date (or such later date as the Agent may agree in its discretion), the Loan Parties shall deliver to the Agent, in form and substance reasonably satisfactory to the Agent and duly executed by the applicable depositary banks and Loan Parties, Blocked Account Agreements with respect to the following DDAs:  (i) Citibank, N.A. account ending x8705, and (ii) Bank of America, N.A. accounts ending x2031 and x2358.











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	(c)
	Within sixty (60) days following the First Amendment Effective Date (or such later date as the Agent may agree in its discretion), the Loan Parties shall deliver to the Agent, in form and substance reasonably satisfactory to the Agent and duly executed by the applicable counterparties and applicable Loan Parties, control agreements with respect to the following investment accounts:  (i) Bank of America/Merrill Lynch account ending x51378, (ii) Fidelity accounts ending x2489 and x8677.


		
	(d)
	Within sixty (60) days following the Agent’s request therefor (or such later date as the Agent may agree in its discretion), the Loan Parties shall deliver to the Agent, in form and substance reasonably satisfactory to the Agent and duly executed by Bank of America, N.A., in its capacity as depository bank, and the applicable Loan Parties, a Blocked Account Agreement with respect to DDA account ending x1548.


		
	(e)
	Within sixty (60) days following the First Amendment Effective Date (or such later date as the Agent may agree in its discretion), the Loan Parties shall deliver to the Agent, in form and substance reasonably satisfactory to the Agent, (i) evidence of insurance (in Acord 28 Form or otherwise reasonably satisfactory to the Agent) with respect to the Loan Parties’ earthquake insurance policies, and (ii) such lender’s loss payable, additional insured and notice of cancellation endorsements with respect to the Loan Parties’ insurance policies (including, without limitation, with respect to the earthquake insurance policies described in clause (i) above) as are required pursuant to Section 4-8(b) of the Loan Agreement.


		
	(f)
	Within thirty (30) days following the First Amendment Effective Date (or such later date as the Agent may agree in its discretion), the Loan Parties shall deliver to the Agent, in form and substance reasonably satisfactory to the Agent, a certificate of foreign qualification issued by the Secretary of State of the State of Illinois, certifying as of a recent date that P.S. by Aeropostale, Inc. is qualified to do business and is in good standing in such jurisdiction.


		
	(g)
	The Loan Parties shall use commercially reasonable efforts to deliver to the Agent, within thirty (30) days following the First Amendment Effective Date (or such later date as the Agent may agree in its discretion), the Loan Parties shall deliver to the Agent, in form and substance reasonably satisfactory to the Agent, evidence of filing of (i) a UCC-1 financing statement by the Borrower against GSI Commerce Solutions, Inc. (“GSI”) with respect to certain assets delivered by the Borrower to GSI (the “GSI UCC-1”), and (ii) a UCC-3 amendment statement pursuant to which the Borrower’s interest in the GSI UCC-1 shall have been assigned to the Agent.


Each of the Loan Parties acknowledges and agrees that the failure to comply with any of the foregoing covenants within the deadlines therefor specified above shall constitute an immediate Event of Default pursuant to Section 10-3 of the Loan Agreement, without any grace periods.
		
	11.
	Representations and Warranties.


		
	(a)
	The execution and delivery by the Loan Parties of this Amendment and the other documents, instruments and agreements executed in connection herewith, the Loan Parties’ consummation of the transactions contemplated by such Loan Documents, and each Loan Party’s performance under those of such Loan Documents to which it is a party (i) have been duly authorized by all necessary corporate action; (ii) do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, or (C) the organizational documents of such Loan Party, and (iii) will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents.  



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	(b)
	This Amendment and the other documents, instruments and agreements executed in connection herewith have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.


		
	12.
	Miscellaneous.


		
	(a)
	This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Amendment and all documents, instruments and agreements which relate hereto, which have been or may be hereinafter furnished any of the Credit Parties may be reproduced by such Credit Party by any photographic, microfilm, xerographic, digital imaging, or other process, and the Credit Parties may destroy any document so reproduced.  Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business). Any facsimile which bears proof of transmission shall be binding on the party which or on whose behalf such transmission was initiated and likewise shall be so admissible in evidence as if the original of such facsimile had been delivered to the party which or on whose behalf such transmission was received.


		
	(b)
	This Amendment and the other Loan Documents incorporate all discussions and negotiations among the Borrower, the Guarantors, the Agent, and the Lenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding.  No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof.  No failure by the Agent to give notice to any Loan Party of such Loan Party’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document.


		
	(c)
	Any determination that any provision of this Amendment or any application thereof is invalid, illegal, or unenforceable in any respect in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Amendment.














  

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	(d)
	The Loan Parties represent and warrant that they have consulted with independent legal counsel of their selection in connection with this Amendment and are not relying on any representations or warranties of the Agent or the Lenders or their counsel in entering into this Amendment.


		
	(e)
	This Amendment and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the laws of The State of New York (without giving effect to the conflicts of laws principals thereof, but including Sections 5-1401 and 5-1402 of the New York General Obligations Law).


[SIGNATURE PAGES FOLLOW]



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IN WITNESS WHEREOF, the parties have hereunto caused this Amendment to be executed and their seals to be hereto affixed as of the date first above written.
	
					
	 
	 
	AEROPOSTALE, INC., as “Borrower”

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marc D. Miller
	 

	 
	 
	Name:
	Marc D. Miller
	 

	 
	 
	Title:
	CFO
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	AEROPOSTALE WEST, INC

	 
	 
	JIMMY’Z SURF CO., LLC

	 
	 
	AERO GC MANAGEMENT LLC

	 
	 
	AEROPOSTALE PROCUREMENT COMPANY, INC.

	 
	 
	AEROPOSTALE LICENSING, INC.

	 
	 
	P.S. FROM AEROPOSTALE, INC.,

	 
	 
	each as a "Guarantor"

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marc D. Miller
	 

	 
	 
	Name:
	Marc D. Miller
	 

	 
	 
	Title:
	CFO
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	GOJANE LLC,

	 
	 
	as the "New Guarantor" and as a "Guarantor"

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marc D. Miller
	 

	 
	 
	Name:
	Marc D. Miller
	 

	 
	 
	Title:
	CFO
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 




     






















Signature Page to Joinder and First Amendment to Third Amended and Restated Loan and Security
Agreement and Amendment to Certain Other Loan Documents









	
					
	 
	 
	BANK OF AMERICA, N.A., as "Agent" and as a "Lender"

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Christine Hutchinson
	 

	 
	 
	Name:
	Christine Hutchinson

	 
	 
	Title:
	Director
	 




























































































Signature Page to Joinder and First Amendment to Third Amended and Restated Loan and Security
Agreement and Amendment to Certain Other Loan Documents









	
					
	 
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a

	 
	 
	"Lender"
	 

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Ian Maccubbin
	 

	 
	 
	Name:
	Ian Maccubbin

	 
	 
	Title:
	Assistant Vice President




















































































Signature Page to Joinder and First Amendment to Third Amended and Restated Loan and Security
Agreement and Amendment to Certain Other Loan Documents









Exhibit A


Composite Loan Agreement


[see attached]













Execution VersionEXECUTION COPY
	
					
	 
	 
	 
	 
	 




THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT	
					
	 
	 
	 
	 
	 






AEROPOSTALE, INC. 
the Borrower,
the Guarantors referenced herein,
BANK OF AMERICA, N.A. 
as Agent, 


the Lenders referenced herein,


and


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,  
as Lead Arranger and Sole Bookrunner 




	
					
	 
	 
	 
	 
	 






September 22, 2011
As Amended February 21, 2014















	
							
	TABLE OF CONTENTS
	 

	Article 1 - Definitions:
	 
	 
	-
	1
	-

	 
	 
	 
	 
	 
	 
	 

	Article 2 - The Revolving Credit Facilities:
	 
	-
	25
	28
	-

	 
	 
	 
	 
	 
	 
	 

	2-1.
	Establishment of Revolving Credit and FILO Facility.
	 
	-
	25
	28
	-

	2-2.
	Swing Line Loan.
	 
	-
	25
	29
	-

	2-3.
	Voluntary Reduction or Termination of Commitments.
	 
	-
	26
	30
	-

	2-4.
	Risks of Value of Collateral
	 
	-
	26
	30
	-

	2-5.
	Loan Requests.
	 
	-
	26
	30
	-

	2-6.
	Making of Loans Under Revolving Credit and FILO Facility.
	 
	-
	28
	32
	-

	2-7.
	The Loan Account.
	 
	-
	29
	33
	-

	2-8.
	The Revolving Credit Notes.
	 
	-
	30
	34
	-

	2-9.
	Payment of The Loan Account.
	 
	-
	30
	34
	-

	2-10.
	Interest Rates.
	 
	-
	31
	35
	-

	2-11.
	Other Fees.
	 
	-
	31
	36
	-

	2-12.
	Intentionally Omitted.
	 
	-
	32
	36
	-

	2-13.
	Line (Unused Fee).
	 
	-
	32
	36
	-

	2-14.
	Intentionally Omitted
	 
	-
	32
	37
	-

	2-15.
	Concerning Fees.
	 
	-
	32
	37
	-

	2-16.
	Agent’s Discretion.
	 
	-
	32
	37
	-

	2-17.
	Procedures For Issuance of L/C’s.
	 
	-
	32
	37
	-

	2-18.
	Fees For L/C’s.
	 
	-
	34
	38
	-

	2-19.
	Cash Collateralization of L/C’s.
	 
	-
	34
	39
	-

	2-20.
	Concerning L/C’s.
	 
	-
	34
	39
	-

	2-21.
	Changed Circumstances.
	 
	-
	36
	41
	-

	2-22.
	Increased Costs
	 
	-
	37
	42
	-

	2-23.
	Lenders’ Commitments.
	 
	-
	38
	43
	-

	2-24.
	Increase In Commitments (Revolving Credit).
	 
	-
	39
	44
	-

	 
	 
	 
	 
	 
	 
	 

	Article 3 - Conditions Precedent:
	 
	-
	40
	45
	-

	 
	 
	 
	 
	 
	 
	 

	3-1.
	Generally.
	 
	-
	40
	45
	-

	3-2.
	Corporate Due Diligence.
	 
	-
	40
	45
	-

	3-3.
	Opinion
	 
	-
	40
	45
	-

	3-4.
	Additional Documents
	 
	-
	41
	46
	-

	3-5.
	Officers’ Certificates
	 
	-
	41
	46
	-

	3-6.
	Representations and Warranties
	 
	-
	41
	46
	-

	3-7.
	Borrowing Base Certificate
	 
	-
	41
	46
	-

	3-8.
	All Fees and Expenses Paid
	 
	-
	41
	46
	-

	3-9.
	Financial Projections
	 
	-
	41
	46
	-

	3-10.
	Borrower’s Assets
	 
	-
	41
	46
	-

	3-11.
	Lien Search
	 
	-
	42
	47
	-

	3-12.
	Perfection of Collateral
	 
	-
	42
	47
	-

	3-13.
	Insurance
	 
	-
	42
	47
	-

	3-14.
	No Suspension Event
	 
	-
	42
	47
	-

	3-15.
	No Adverse Change
	 
	-
	42
	47
	-









ii









	
							
	3-16.
	Execution and Delivery of Agreement
	 
	-
	42
	47
	-

	3-17.
	Availability.
	 
	-
	42
	47
	-

	3-18.
	Patriot Act.
	 
	-
	42
	47
	-

	 
	 
	 
	 
	

	 
	 

	Article 4 - General Representations, Covenants and Warranties:
	 
	-
	42
	47
	-

	 
	 
	 
	 
	 
	 
	 

	4-1.
	Payment and Performance of Liabilities
	 
	-
	42
	47
	-

	4-2.
	Due Organization ‐ Corporate Authorization ‐ No Conflicts.
	 
	-
	43
	48
	-

	4-3.
	Trade Names.
	 
	-
	43
	48
	-

	4-4.
	Intellectual Property.
	 
	-
	44
	49
	-

	4-5.
	Locations.
	 
	-
	44
	49
	-

	4-6.
	Title to Assets.
	 
	-
	45
	50
	-

	4-7.
	Indebtedness
	 
	-
	47
	52
	-

	4-8.
	Insurance Policies.
	 
	-
	47
	52
	-

	4-9.
	Licenses
	 
	-
	48
	53
	-

	4-10.
	Leases
	 
	-
	48
	53
	-

	4-11.
	Requirements of Law
	 
	-
	48
	53
	-

	4-12.
	Maintain Properties
	 
	-
	48
	54
	-

	4-13.
	Pay Taxes/Tax Shelter Regulations.
	 
	-
	49
	54
	-

	4-14.
	No Margin Stock
	 
	-
	51
	57
	-

	4-15.
	ERISA
	 
	-
	51
	57
	-

	4-16.
	Hazardous Materials.
	 
	-
	52
	57
	-

	4-17.
	Litigation
	 
	-
	52
	58
	-

	4-18.
	Investments
	 
	-
	53
	58
	-

	4-19.
	Loans
	 
	-
	53
	59
	-

	4-20.
	Protection of Assets
	 
	-
	54
	59
	-

	4-21.
	Line of Business
	 
	-
	54
	59
	-

	4-22.
	Affiliate Transactions
	 
	-
	54
	59
	-

	4-23.
	Additional Assurances.
	 
	-
	54
	60
	-

	4-24.
	Adequacy of Disclosure.
	 
	-
	55
	60
	-

	4-25.
	Investments
	 
	-
	55
	61
	-

	4-26.
	Prepayments of Indebtedness.
	 
	-
	55
	61
	-

	4-27.
	Other Covenants
	 
	-
	56
	61
	-

	4-28.
	Labor Matters
	 
	-
	56
	61
	-

	4-29.
	Restricted Payments.
	 
	-
	56
	61
	-

	4-30.
	Solvency.
	 
	-
	57
	62
	-

	4-31.
	Material Contracts.
	 
	-
	57
	62
	-

	4-32.
	Customer Relations.
	 
	-
	57
	62
	-

	4-33.
	Consents.
	 
	-
	57
	62
	-

	4-34.
	Amendment of Material Documents.
	 
	-
	57
	63
	-

	4-35.
	Use of Proceeds.
	 
	-
	57
	63
	-

	4-36.
	Compliance with Leases.
	 
	-
	58
	63
	-

	 
	 
	 
	 
	 
	 
	 

	Article 5 - Financial Reporting and Performance Covenants:
	 
	-
	58
	63
	-

	 
	 
	 
	 
	 
	 
	 

	5-1.
	Maintain Records
	 
	-
	58
	63
	-

	5-2.
	Access to Records.
	 
	-
	58
	64
	-

	5-3.
	Prompt Notice to Agent.
	 
	-
	59
	64
	-







iii









	
							
	5-4.
	Intentionally Omitted.
	 
	-
	60
	65
	-

	5-5.
	Borrowing Base Certificates
	 
	-
	60
	65
	-

	5-6.
	Monthly Reports
	 
	-
	60
	66
	-

	5-7.
	Quarterly Reports
	 
	-
	61
	66
	-

	5-8.
	Annual Reports.
	 
	-
	61
	66
	-

	5-9.
	Fiscal Year.
	 
	-
	62
	67
	-

	5-10.
	Inventories, Appraisals, and Audits.
	 
	-
	62
	67
	-

	5-11.
	Additional Financial Information.
	 
	-
	63
	68
	-

	5-12.
	Consolidated Fixed Charge Coverage Ratio. Availability (Revolving Credit).
	 
	-
	63
	69
	-

	 
	 
	 
	 
	 
	 
	 

	Article 6 - Use and Collection of Collateral:
	 
	-
	63
	69
	-

	 
	 
	 
	 
	 
	 
	 

	6-1.
	Use of Inventory Collateral.
	 
	-
	63
	69
	-

	6-2.
	Adjustments and Allowances
	 
	-
	64
	69
	-

	6-3.
	Validity of Accounts.
	 
	-
	64
	69
	-

	6-4.
	Notification to Account Debtors
	 
	-
	64
	70
	-

	 
	 
	 
	 
	 
	 
	 

	Article 7 - Cash Management. Payment of Liabilities:
	 
	-
	65
	70
	-

	 
	 
	 
	 
	 
	 
	 

	7-1.
	Depository Accounts.
	 
	-
	65
	70
	-

	7-2.
	Credit Card Receipts.
	 
	-
	65
	70
	-

	7-3.
	The Concentration, Blocked, and Operating Accounts.
	 
	-
	65
	71
	-

	7-4.
	Proceeds and Collection of Accounts.
	 
	-
	66
	72
	-

	7-5.
	Payment of Liabilities.
	 
	-
	67
	72
	-

	7-6.
	The Operating Account
	 
	-
	68
	73
	-

	 
	 
	 
	 
	 
	 
	 

	Article 8 - Grant of Security Interest:
	 
	-
	68
	74
	-

	 
	 
	 
	 
	 
	 
	 

	8-1.
	Grant of Security Interest
	 
	-
	68
	74
	-

	8-2.
	Extent and Duration of Security Interest
	 
	-
	69
	75
	-

	8-3.
	Use of Assets.
	 
	-
	69
	75
	-

	 
	 
	 
	 
	 
	 
	 

	Article 9 - Agent As Borrower’s Attorney-In-Fact:
	 
	-
	69
	75
	-

	 
	 
	 
	 
	 
	 
	 

	9-1.
	Appointment as Attorney‐In‐Fact.
	 
	-
	69
	75
	-

	9-2.
	No Obligation to Act.
	 
	-
	70
	76
	-

	 
	 
	 
	 
	 
	 
	 

	Article 10 - Events of Default:
	 
	-
	70
	76
	-

	 
	 
	 
	 
	 
	 
	 

	10-1.
	Failure to Pay Revolving Credit and or FILO Facility.
	 
	-
	71
	76
	-

	10-2.
	Failure To Make Other Payments.
	 
	-
	71
	76
	-

	10-3.
	Failure to Perform Covenant or Liability (No Grace Period).
	 
	-
	71
	76
	-

	10-4.
	Failure to Perform Covenant or Liability (Limited Grace Period).
	 
	-
	71
	77
	-

	10-5.
	Failure to Deliver Borrowing Base Certificates.
	 
	-
	71
	77
	-

	10-6.
	Failure to Perform Covenant or Liability (Grace Period).
	 
	-
	71
	77
	-

	10-7.
	Misrepresentation.
	 
	-
	71
	77
	-

	10-8.
	Default of Other Debt.
	 
	-
	72
	77
	-

	10-9.
	Default of Leases.
	 
	-
	72
	77
	-

	10-10.
	Uninsured Casualty Loss.
	 
	-
	72
	77
	-

	10-11.
	Judgment.  Restraint of Business.
	 
	-
	72
	77
	-









iv









	
							
	10-12.
	Business Failure.
	 
	-
	72
	78
	-

	10-13.
	Bankruptcy.
	 
	-
	72
	78
	-

	10-14.
	Indictment ‐ Forfeiture
	 
	-
	73
	78
	-

	10-15.
	Default by Guarantor or Subsidiary
	 
	-
	73
	78
	-

	10-16.
	Termination of Guaranty.
	 
	-
	73
	78
	-

	10-17.
	Challenge to Loan Documents.
	 
	-
	73
	79
	-

	10-18.
	ERISA.
	 
	-
	73
	79
	-

	10-19.
	Material Contracts
	 
	-
	73
	79
	-

	10-20.
	Change in Control.
	 
	-
	74
	79
	-

	 
	 
	 
	 
	 
	 
	 

	Article 11 - Rights and Remedies Upon Default:
	 
	-
	74
	79
	-

	 
	 
	 
	 
	 
	 
	 

	11-1.
	Rights of Enforcement
	 
	-
	74
	79
	-

	11-2.
	Sale of Collateral.
	 
	-
	74
	80
	-

	11-3.
	Occupation of Business Location.
	 
	-
	75
	81
	-

	11-4.
	Grant of Nonexclusive License
	 
	-
	75
	81
	-

	11-5.
	Assembly of Collateral.
	 
	-
	76
	81
	-

	11-6.
	Rights and Remedies.
	 
	-
	76
	81
	-

	11-7.
	Warehouse Bailment Agreement.
	 
	 
	-
	82
	-

	 
	 
	 
	 
	 
	 
	 

	Article 12 - Notices:
	 
	-
	76
	82
	-

	 
	 
	 
	 
	 
	 
	 

	12-1.
	Notice Addresses.
	 
	-
	76
	82
	-

	12-2.
	Notice Given.
	 
	-
	77
	83
	-

	 
	 
	 
	 
	 
	 
	 

	Article 13 - Term:
	 
	-
	78
	84
	-

	 
	 
	 
	 
	 
	 
	 

	13-1.
	Termination of Revolving Credit and FILO Facility.
	 
	-
	78
	84
	-

	13-2.
	Effect of Termination
	 
	-
	78
	84
	-

	 
	 
	 
	 
	 
	 
	 

	Article 14 - General:
	 
	-
	78
	84
	-

	 
	 
	 
	 
	 
	 
	 

	14-1.
	Protection of Collateral
	 
	-
	78
	84
	-

	14-2.
	Successors and Assigns.
	 
	-
	78
	84
	-

	14-3.
	Severability.
	 
	-
	78
	84
	-

	14-4.
	Amendments.  Course of Dealing.
	 
	-
	79
	85
	-

	14-5.
	Power of Attorney.
	 
	-
	79
	85
	-

	14-6.
	Application of Proceeds
	 
	-
	79
	85
	-

	14-7.
	Costs and Expenses of Agent.
	 
	-
	79
	85
	-

	14-8.
	Copies and Facsimiles.
	 
	-
	80
	86
	-

	14-9.
	New York Law.
	 
	-
	80
	86
	-

	14-10.
	Consent to Jurisdiction.
	 
	-
	80
	86
	-

	14-11.
	Indemnification
	 
	-
	81
	87
	-

	14-12.
	Rules of Construction.
	 
	-
	81
	87
	-

	14-13.
	Intent.
	 
	-
	83
	89
	-

	14-14.
	Right of Set‐Off.
	 
	-
	83
	89
	-

	14-15.
	Maximum Interest Rate
	 
	-
	83
	89
	-

	14-16.
	Waivers.
	 
	-
	83
	89
	-

	14-17.
	Confidentiality.
	 
	-
	84
	90
	-

	14-18.
	Press Releases
	 
	-
	85
	91
	-







v









	
							
	14-19.
	No Advisory or Fiduciary Responsibility
	 
	-
	85
	91
	-

	14-20.
	No Other Duties.
	 
	-
	86
	92
	-

	14-21.
	USA PATRIOT Act Notice
	 
	-
	86
	92
	-

	14-22.
	Foreign Asset Control Regulations.
	 
	-
	86
	92
	-

	14-23.
	Obligations of Lenders Several.
	 
	-
	86
	92
	-

	14-24.
	Existing Loan Agreement Amended and Restated.
	 
	-
	86
	92
	-

	14-25.
	Keepwell.
	 
	 
	-
	93
	-



















































vi









EXHIBITS
2-8        :    Revolving Credit Note
2-8(A)        :    FILO Note    
4-2        :    Related Entities
4-3        :    Trade Names
4-4        :    Intellectual Property
4-5        :    Locations, Leases, and Landlords
4-6        :    Encumbrances
4-7        :    Indebtedness
4-8        :    Insurance Policies
4-10        :    Capital Leases
4-13        :    Taxes
4-17        :    Litigation
4-22        :    Permitted Management Fees and Other Affiliated Transactions
4-23        :    Excluded Assets
4-28        :    Collective Bargaining Agreements to be included if necessary
4-31        :    Material Contracts
5-5        :    Form of Borrowing Base Certificate
6-3        :    Bonds and Deposits
7-1        :    DDAs
7-2        :    Credit Card Arrangements



vii



Execution VersionEXECUTION COPY




THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
September 22, 2011
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is made between
Bank of America, N.A. (in such capacity, the “Agent”), a national banking association with offices at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as agent for the ratable benefit of the “Lenders” who are, at present, those financial institutions identified on the signature pages of this Agreement or who otherwise become “Lenders” pursuant to the terms of this Agreement from time to time;
and
the Lenders party hereto,
and
Aeropostale, Inc., (hereinafter, the “Borrower”), a Delaware corporation with its principal executive offices at 112 West 34th Street, New York, New York 10120;
in consideration of the mutual covenants contained herein and benefits to be derived herefrom, 
WITNESSETH:
WHEREAS, the Borrower entered into that certain Second Amended and Restated Loan and Security Agreement dated as of November 13, 2007 with Bank of America, N.A., as the sole lender (as amended and in effect, the “Existing Loan Agreement”); and
WHEREAS, the Borrower, the Agent and the Lenders party hereto desire to amend and restate the Existing Loan Agreement in order (a) to increase the amount of the Loan Ceiling (as hereinafter defined) to $175,000,000.00,230,000,000.00, which amount is subject to increase or decrease in accordance with the provisions of this Agreement, and (b) to make certain other amendments to the terms and conditions of the Existing Loan Agreement; and
NOW, THEREFORE, the parties hereto agree that the Existing Loan Agreement is hereby amended and restated in its entirety to read as follows:  
Article 1 - Definitions:
As herein used, the following terms have the following meanings or are defined in the section of this Agreement so indicated:
“Acceptable L/C Inventory”:  Inventory which is the subject of a commercial L/C in favor of a foreign manufacturer or vendor of such Inventory, which Inventory is to be manufactured for, or delivered to, the Loan Parties and will become Acceptable In-Transit Inventory within seventy-five (75) days after the date of issuance of the commercial L/C.









“Acceptable In-Transit Inventory”:  Inventory that is in-transit to a Loan Party, 
(a) for which both title and risk of loss to which have passed to the Loan Party; 
(b) which Inventory has been placed with a carrier (f.o.b.) for shipment to the Loan Parties, and which Inventory is scheduled to be received within fifty (50) days at a Loan Party’s distribution center in the United States;
(c) for which a Document of Title has been issued in favor of the Loan Party, as consignee, and in each case as to which the Agent has Control over such Documents of Title and a perfected security interest which is prior and superior to all security interests, claims, and all Encumbrances other than Permitted Encumbrances having priority under applicable Requirements of Law (it being understood, however, that the Agent will not require physical possession of the Documents of Title or any foreign filings to be deemed “perfected”); 
(d) which Inventory is insured to the reasonable satisfaction of the Agent (including, without limitation, marine cargo insurance); and
(d) the Agent has received agreements (to the extent relevant to such Inventory) with (i) each sourcing agent under any of the Loan Party’s sourcing agreements, and (ii) each Loan Party’s carriers, freight forwarders, and customs brokers, each satisfactory in form and substance to the Agent.
Notwithstanding the foregoing, the Agent may, in its reasonable business judgment, exclude any particular Inventory from the definition of “Acceptable In-Transit Inventory” in the event the Agent determines that such Inventory is subject to any Person’s right of reclamation, repudiation, stoppage in-transit or any event has occurred or is reasonably anticipated by the Agent to arise which may otherwise adversely impact the ability of the Agent to realize upon such Inventory.
“Acceptable Inventory”:  Such of the Loan Parties’ Inventory, at such locations, and of such types, character, qualities and quantities, as the Agent in its reasonable discretion from time to time determines to be acceptable for borrowing, including, without limitation, Acceptable In-Transit Inventory and Acceptable L/C Inventory (but excluding Blank Stock Inventory), as to which Inventory, the Agent has a perfected security interest which is prior and superior to all security interests, claims, and all Encumbrances other than Permitted Encumbrances with priority under applicable Requirements of Law.  Without limiting the generality of the foregoing, Acceptable Inventory shall in no event include Inventory that is not salable, non-merchandise categories (such as labels, bags and packaging), Inventory not located in the United States (other than Acceptable In-Transit Inventory and Acceptable L/C Inventory), samples, damaged goods, return-to-vendor merchandise, and packaway Inventory.  
“Accounts” and “Accounts Receivable”: include, without limitation, “accounts” as defined in the UCC, and also all:  accounts, accounts receivable, credit card receivables, notes, drafts, acceptances, and other forms of obligations and receivables and rights to payment for credit extended and for goods sold or leased, or services rendered, whether or not yet earned by performance; all “contract rights” as formerly defined in the UCC; all Inventory which gave rise thereto, and all rights associated with such Inventory, including the right of stoppage in transit; and all reclaimed, returned, rejected or repossessed Inventory (if any) the sale of which gave rise to any Account.  As used in the definition of “Eligible Credit Card Receivables” set forth herein, the terms “Accounts” and “Accounts Receivable” shall also include “payment intangibles” as defined in the UCC.



2









“ACH”:    Automated clearing house.
“Account Debtor”:    Has the meaning given that term in the UCC and includes all credit card processors of the Loan Parties.
“Additional Commitment Lender”: Is defined in Section 2-24.
“Adjusted Eurodollar Rate”:    With respect to any Eurodollar Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of one percent) equal to (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.
“Aeropostale Canada”: Aeropostale Canada, Inc., an Ontario Canada corporation with a United States address of 112 West 34th Street., New York, New York 10120, a wholly owned Subsidiary of the Borrower.
“Affiliate”:    With respect to any two Persons, a relationship in which (a) one holds, directly or indirectly, not less than twenty-five percent (25%) of the capital stock, beneficial interests, partnership interests, or other equity interests of the other; or (b) one has, directly or indirectly, the right, under ordinary circumstances, to vote for the election of a majority  of the directors (or other body or Person who has those powers customarily vested in a board of directors of a corporation); or (c) not less than twenty-five percent (25%) of their respective ownership is directly or indirectly held by the same third Person.
“AGC”:    Aero GC Management LLC, a Virginia Limited Liability Company with an address of 112 West 34th Street., New York, New York 10120, a wholly owned Subsidiary of the Borrower.
“Agency Agreement”:     That certain Agency Agreement entered into among the Agent and Lenders dated as of the Effective Date, regarding the loan arrangement contemplated by this Agreement and the Loan Documents, as amended and in effect from time to time.
“Agent”: Defined in the Preamble. 
“Agent’s Rights and Remedies”: Is defined in Section 11-6.
 “Aggregate Outstandings (FILO)”:    At any time of determination, the sum of the FILO Loans outstanding.
“Aggregate Outstandings (Revolving Credit)”:    At any time of determination, the sum of (a) the Revolving Credit Loans outstanding, plus (b) the Stated Amount of L/Cs outstanding.
“Applicable Margin”: 


(1)    With respect to the Revolving Credit Loans:


(a) From the Effective Date through and including January 31, 2012, the percentages set forth in Level I of the pricing grid below; and











3









(b) After February 1, 2012, the following percentages based upon the following performance criteria:
	
					
	Level
	Average Outstandings
	Eurodollar Loans Margin


	Prime Rate Margin
	Line (Unused) Fee

	I
	Less than $87,500,000.00
	1.50%
	0.50%
	0.25%

	II
	Greater than or equal to $87,500,000.00
	1.75%
	0.75%
	0.25%






The Applicable Margin shall be adjusted quarterly as of the first day of each February, May, August, and November, commencing February 1, 2012 based upon the Borrower’s Average Outstandings calculated for the most recent quarter then ended. Upon the occurrence of an Event of Default, at the option of the Agent, interest shall be determined in the manner set forth in Section 2-10(f).
(2) With respect to the FILO Loans:


	
			
	Eurodollar Loans Margin


	Prime Rate Margin
	Line (Unused) Fee

	3.50%
	2.50%
	0.25%






“Appraised Value”:    The(i) With respect to Inventory, the net appraised liquidation value of the Loan Parties’ Inventory as set forth in the Loan Parties’ stock ledger (expressed as a percentage of the Cost of such Inventory), each as reasonably determined from time to time by the Agent in accordance with its customary procedures and based upon the most recent appraisal conducted hereunder by an independent appraiser reasonably satisfactory to the Agent, and (ii) with respect to Trademarks, the appraised forced liquidation value thereof, net of costs and expenses to be incurred in connection with any such liquidation, each as reasonably determined from time to time by the Agent in accordance with its customary procedures and based upon the most recent appraisal conducted hereunder by an independent appraiser reasonably satisfactory to the Agent.
“Approved Fund”: Any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender (c) an entity or an Affiliate of an entity that administers or manages a Lender, or (d) the same investment advisor or an advisor under common control with such Lender, Affiliate or advisor, as applicable.
“Arranger”: Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger and sole book manager.
“Availability (FILO)”:    The lesser of the Loan Ceiling (FILO) or the Borrowing Base (FILO) minus  the then unpaid principal balance of the Loan Account (FILO).
“Availability (Revolving Credit)”:    The lesser of the Loan Ceiling (Revolving Credit) or the Borrowing Base (Revolving Credit);

4









Minus
(I)    The then unpaid principal balance of the Loan Account (Revolving Credit).
Minus
(II)    The then Stated Amount of all L/C’s.
Minus
(III)    Unreimbursed L/C Obligations.
 “Average Outstandings (FILO)”:    For any three month period, the average Aggregate Outstandings (FILO) during such period.
“Average Outstandings (Revolving Credit)”:    For any three month period, the average Aggregate Outstandings (Revolving Credit) during such period.
“AWI”:  Aeropostale West, Inc., a Delaware corporation with an address of 201 Willowbrook Blvd., Wayne125 Chubb Avenue, Lyndhurst, New Jersey 07470,07071, a wholly owned Subsidiary of the Borrower.
 “Bank Products”:    Any services or facilities provided to a Loan Party by the Agent or any Lender or any of their respective Affiliates (but excluding Cash Management Services), including without limitation, on account of leasing, purchase cards, supply chain finance services (including, without limitation, trade payable services and supplier accounts receivable purchases), swap and other hedging contracts. 
“Bank Product Reserves”:    Such reserves as the Agent from time to time determine in its reasonable discretion exercised in good faith as being necessary or appropriate to reflect the liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding.
“Bankruptcy Code”:    Title 11, U.S.C., as amended from time to time.
“Base Rate Loan”:    Each (i) Revolving Credit Loan while bearing interest at the Prime Rate, which, for the avoidance of doubt, shall include all Swing Line Loans, and (ii)  FILO Loan, in each case while bearing interest at the Prime Rate.
“Blank Stock Inventory”:  Inventory of the Loan Parties which consists of blank t-shirts and other items of apparel which are in the possession of third Persons for processing, which Inventory otherwise would be deemed Acceptable Inventory.
“Blocked Account”:    Is defined in Section 7-3.
“Borrower”:    Is defined in the Preamble.
“Borrowing Base (FILO)”:    The amountsamount calculated pursuant to the following formulae, as applicableformula:

5









(ai)     For so long as the aggregate outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs is less than or equal to $75,000,000.00 in the aggregate, the result of    50% of the most recent Appraised Value of Eligible Trade Names;
minus
(ii)    Reserves in respect of Eligible Trade Names.
“Borrowing Base (Revolving Credit)”:    The amount calculated pursuant to the following formula:
(i)    9590% of the book value (as determined in accordance with GAAP) of Acceptable Inventory,
plus
(ii)    90% of the face amount of Eligible Credit Card Receivables;
minus
(iii)    Reserves.
(b)     If the aggregate outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs, at any time, exceeds $75,000,000.00 in the aggregate, from and after such date through and including the Maturity Date, the result of the following:(i)    90% of the most recent Appraised Value of Acceptable Inventory multiplied by the Cost of Acceptable Inventory,;
plus
(ii)    90% of the face amount of Eligible Credit Card Receivables;
minus
(iii)    Reserves.
“Borrowing Base Certificate”:        Is defined in Section 5-5.
“Business Day”:    Any day other than (a) a Saturday or Sunday; (b) any day on which banks in Boston, Massachusetts or New York, New York, generally are not open to the general public for the purpose of conducting commercial banking business; or (c) a day on which the Agent is not open to the general public to conduct business, and, if such day relates to any Eurodollar Loan, means any such day on which dealings in dollar deposits are conducted by and between banks in the London interbank market.  
“Business Plan”:    The Borrower’s then current business plan and any revision, amendment, or update of such business plan to which the Agent has provided its written sign-off.
“Capital Expenditures”:    The expenditure of funds or the incurrence of liabilities which are capitalized in accordance with GAAP, provided that for purposes of this Agreement, capital expenditures funded by the proceeds from the incurrence of Indebtedness permitted hereunder, by the proceeds received from the sale 

6









of assets permitted pursuant to §4-12(d) hereof, by casualty insurance proceeds or condemnation proceeds shall, to the extent of such proceeds, not be deemed Capital Expenditures.
“Capital Lease”:    Any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“Capital Lease Obligations”: With respect to any Person for any period, any obligations associated with Capital Leases.
“Cash Dominion Event”:    Either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrower to maintain Availability (Revolving Credit) in an amount greater than twelve and one-half percent (12.5%) of the lesser of (A) the Commitments (Revolving Credit) and (B) the Borrowing Base (Revolving Credit).  For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing (i) so long as such Event of Default has not been waived, and/or (ii) if the Cash Dominion Event arises as a result of the Borrower’s failure to achieve Availability (Revolving Credit) as required hereunder, until Availability (Revolving Credit) has exceeded twelve and one-half percent (12.5%) of the lesser of (A) the Commitments (Revolving Credit) and (B) the Borrowing Base (Revolving Credit), in either case, for sixty (60) consecutive days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or Availability (Revolving Credit) exceeds the required amount for 60 consecutive days) at all times after a Cash Dominion Event has occurred and been discontinued on two (2) occasions during any calendar year.
“Cash Equivalents” shall mean, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition by such Person, (ii) time deposits and certificates of deposit of any commercial bank incorporated in the United States of recognized standing having capital and surplus in excess of $100,000,000.00 with maturities of not more than twelve (12) months from the date of acquisition by such Person, (iii) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clause (i) above, provided that there shall be no restriction on the maturities of such underlying securities pursuant to this clause (iii) entered into with a bank meeting the qualifications specified in clause (ii) above, (iv) commercial paper issued by the parent corporation of any commercial bank (provided that the parent corporation and the bank are both incorporated in the United States) of recognized standing having capital and surplus in excess of $500,000,000.00 and commercial paper issued by any Person incorporated in the United States rated at least A‐1 or the equivalent thereof by Standard & Poor’s Ratings Group or at least P‐1 or the equivalent thereof by Moody’s Investors Service, Inc. and in each case maturing not more than twelve (12) months after the date of acquisition by such Person, and (v) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (v) above. 
“Cash Management Reserves ”:    Such reserves as the Agent, from time to time, determines in its reasonable discretion exercised in good faith as being necessary or appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding.

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“Cash Management Services”:        Any cash management services or facilities provided to a Loan Party by the Agent, any Lender, or any of their respective Affiliates, including, without limitation: (a) ACH transactions, (b) controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit or debit cards, and (e) merchant card services. ” 
“Change in Control”:    The occurrence of any of the following:
(a) The acquisition, by any group of persons (within the meaning of the Securities Exchange Act of 1934, as amended) or by any Person, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of 30% or more of the issued and outstanding capital stock of the Borrower (on a fully diluted basis) having the right, under ordinary circumstances, to vote for the election of directors of the Borrower.
(b)  Persons (“Continuing Directors”) who (i) were directors of the Borrower on the first day of any period consisting of twelve (12) consecutive calendar months (the first of which twelve (12) month periods commencing with the first day of the month during which this Agreement was executed), or (ii) subsequently became directors of the Borrower and whose initial election or initial nomination for election subsequent to that date was approved by a majority of the Continuing Directors then on the board of directors of the Borrower cease, for any reason other than death or disability or replacement (in the ordinary course of business and not as a result of any change in the equity ownership of the Borrower),The Continuing Directors cease to constitute a majority of the members of the board of directors of the Borrower.
(c) If the Borrower fails at any time to own, directly or indirectly, 100% of the equity interests of any Subsidiary free and clear of all Encumbrances (other than the Encumbrances in favor of the Agent), except where such failure is as a result of a transaction permitted by the Loan Documents.
“Chattel Paper”:    Has the meaning given that term in the UCC.
“Collateral”:    Is defined in Section 8-1.
“Commercial Tort Claim”: Has the meaning given that term in the UCC.
“Commitment”: Subject to the provisions of Sections 2-23 and 2-24, as of the First Amendment Effective Date, as follows:
	
					
	LENDER
	DOLLAR COMMITMENT (REVOVING CREDIT)
	COMMITMENT PERCENTAGE (REVOLVING CREDIT)
	DOLLAR COMMITMENT (FILO)
	COMMITMENT PERCENTAGE (FILO)

	Bank of America, N.A.
	$110,000,000.00
	55.00%
	$100,000,000.0015,000,000.00
	57.1428550.00%

	Wells Fargo Bank, National Association
	$90,000,000.00
	45.00%
	$75,000,000.0015,000,000.00
	42.8571550.00%




“Commitment Increase”: Is defined in Section 2-24.
“Commitment Percentage”:     As provided in the Definition of “Commitment”, above  Commitment Percentage (FILO) and/or Commitment Percentage (Revolving Credit), as the context may require.
“Commitment Percentage (FILO)”:     As provided in the Definition of “Commitment”, above.

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“Commitment Percentage (Revolving Credit)”:     As provided in the Definition of “Commitment”, above.
“Commodity Exchange Act”:  The Commodity Exchange Act (7 U.S.C. § 1 et seq.).
“Concentration Account”:    Is defined in Section 7-3.
“Confirmation Agreement”: That certain Joinder, Confirmation, and Amendment of Ancillary Loan Documents dated as of the Effective Date entered into among the Loan Parties and the Agent, as amended and in effect from time to time.
“Consolidated”: With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and its Subsidiaries, consolidated in accordance with GAAP.
“Consolidated EBITDA”: At any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period, plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income Taxes, (iii) depreciation and amortization expense, (iv) other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period (in each case of or by the Borrower and its Subsidiaries for such Measurement Period), and (v) such other non-recurring expenses or cost savings arising from or relating to Permitted Acquisitions as may be agreed by the Agent from time to time, minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits and (ii) all non-cash items increasing Consolidated Net Income (in each case of or by Borrower and its Subsidiaries for such Measurement Period), all as determined on a Consolidated basis in accordance with GAAP.
“Consolidated Fixed Charge Coverage Ratio”: At any date of determination, the ratio of (a) (i) Consolidated EBITDA for such period minus (ii) Capital Expenditures made during such period, minus (iii) the aggregate amount of federal, state, local and foreign income taxes paid in cash during such period (but not less than zero) to (b) Debt Service Charges, in each case, of or by Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.
“Consolidated Interest Charges”: For any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under swap or hedging contracts, but excluding any non-cash or deferred interest financing costs, and (b) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP, in each case of or by Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.
“Consolidated Net Income”: As of any date of determination, the net income of the Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP, provided, however, that there shall be excluded (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the income (or loss) of such Person during such Measurement Period in which any other Person has a joint interest, except to the extent of the amount of cash dividends or other distributions actually paid in cash to such Person during such period, (c) the income (or loss) of such Person during such Measurement Period and accrued prior to the date it becomes a Subsidiary of a Person or any of such Person’s Subsidiaries or is merged into or consolidated with a Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries, and (d) the income of any direct or indirect Subsidiary of a Person to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that 

9









income is not at the time permitted by operation of the terms of its organization documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, except that Borrower’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income.
“Continuing Directors”: The directors of the Borrower as of First Amendment Effective Date and each other director if such director’s election or nomination for the election to the board of directors of the Borrower is approved by a majority of the then Continuing Directors.
“Control”: Has the meaning given that term in the UCC.
“Copyrights”:  Collectively, with respect to each Loan Party, all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Loan Party, in each case, whether now owned or hereafter created or acquired by or assigned to such Loan Party, including, without limitation, the registrations and applications listed in Loan Party annexed hereto, together with any and all (i) rights and privileges arising under applicable Requirements of Law with respect to such Loan Party’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.
“Cost”:    The lower of: 
(a) the calculated cost of purchases, as determined from invoices received by the Borrower, the Borrower’s purchase journal or stock ledger, based upon the Borrower’s accounting practices, known to the Agent, which practices are in effect on the date on which this Agreement was executed; or
(b) the cost equivalent of the lowest ticketed or promoted price at which the subject inventory is offered to the public, after all mark-downs (whether or not such price is then reflected on the Borrower’s accounting system), which cost equivalent is determined in accordance with the retail method of accounting, reflecting the Borrower’s historic business practices.
The term “Cost” does not include Inventory capitalization costs or other non-purchase price charges (such as freight) used in the Borrower’s calculation of cost of goods sold.
“Cost Factor”:    The result of 1 minus the Borrower’s then cumulative markup percent derived from the Borrower’s purchase journal on a rolling 12-month basis.
“Costs of Collection”:    Includes, without limitation (a) all reasonable out-of-pocket expenses incurred by the Agent, the Arranger and their respective Affiliates, in connection with this Agreement and the other Loan Documents, including without limitation (i) the reasonable fees, charges and disbursements of (A) counsel for the Agent and the Arranger, (B) appraisers, (C) commercial finance examiners, and (D) all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Liabilities, (ii) in connection with (A) the syndication of the credit facilities provided for herein, (B) the preparation, negotiation, administration, management, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby 

10









shall be consummated), (C) the enforcement or protection of their rights in connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect, or enforce the Collateral or in connection with any proceeding under the Bankruptcy Code, including, without limitation, in each case under this clause (C), outside consultants for the Agent, or (D) any workout, restructuring or negotiations in respect of any Liabilities; and (b) with respect to the Issuer, and its Affiliates, all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder.
“Covenant Compliance Event”: Either (a) an Event of Default has occurred and is continuing, or (b) Availability at any time is less than or equal to ten percent (10%) of the lesser of the Commitments and the Borrowing Base. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing (i) so long as such Event of Default has not been waived, and/or (ii) if the Covenant Compliance Event arises as a result of the Borrower’s failure to achieve Availability as required hereunder, until Availability has exceeded ten percent (10%) of the lesser of the Commitments and the Borrowing Base for sixty (60) consecutive days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement.
“Credit Party” or “Credit Parties”:  Means (a) individually, (i) each Lender and its Affiliates, (ii) the Agent, (iii) each Issuer, (iv) the Arranger, (v) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (vi) any other Person to whom Liabilities under this Agreement and other Loan Documents are owing, and (vii) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing.
“DDA”:    Any checking or other demand daily depository account maintained by a Loan Party.
“Debt Service Charges”: For any Measurement Period, the sum of (a) Consolidated Interest Charges paid or required to be paid for such Measurement Period, plus (b) principal payments made or required to be made on account of Indebtedness (excluding (i) the Obligations, (ii) any synthetic lease obligations but including, without limitation, Capital Lease Obligations, and (iii) the types of Indebtedness described in clauses (c), (d), and (f) of the definition of Indebtedness) for such Measurement Period, in each case determined on a Consolidated basis in accordance with GAAP.
“Default Interest Event”:  The occurrence of any of the following:
(a) The acceleration of the time for payment of the Liabilities upon the occurrence of an Event of Default.
(b) The occurrence of any Event of Default under Sections 10-1, 10-2, 10-12, or 10-13 hereof.
(c) The failure of the Borrower to comply with the provisions of Section 4-29, Section 5-5 (which failure continues for five Business Days), or Sections 5-6 or 5-7 (which failures continue for fifteen (15) Business Days), or Article 7. 
“Defaulting Lender”: Has the meaning given that term in the Agency Agreement.
“Deposit Account”:    Has the meaning given that term in the UCC.







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“Deteriorating Lender”: Has the meaning given that term in the Agency Agreement.
“Documents”:    Has the meaning given that term in the UCC.
“Documents of Title”:    Has the meaning given that term in the UCC.
“Dollar Commitment”:  Dollar Commitment (FILO) and/or Dollar Commitment (Revolving Credit), as the context may require.
 “Dollar Commitment (FILO)”:    As provided in the Definition of “Commitment”, above.
“Dollar Commitment (Revolving Credit)”:    As provided in the Definition of “Commitment”, above.
“Effective Date”:   The date upon which the conditions precedent set forth in Article 3 hereof have been satisfied or waived and this Agreement has become effective.
“Eligible Credit Card Receivables”:    As of any date of determination, Accounts due to a Loan Party from VISA, MasterCard, American Express, Diners Club, Discovercard, and other major credit card processors reasonably acceptable to the Agent, in its reasonable discretion, as arise in the ordinary course of business, and which have been earned by performance and are deemed by the Agent in its discretion to be eligible for inclusion in the calculation of the Borrowing Base.  None of the following shall be deemed to be Eligible Credit Card Receivables:
(a)    Accounts that have been outstanding for more than five (5) Business Days from the date of sale;
(b)    Accounts with respect to which a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Agent);
(c)    Accounts that are not subject to a first priority security interest in favor of the Agent;
(d)    Accounts which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted by the related credit card processor (but only to the extent of such dispute, counterclaim, offset or chargeback); 
(e)    Accounts as to which the credit card processor has the right under certain circumstances to require a Loan Party to repurchase the Accounts from such credit card processor; 
(f)    Accounts arising from the use of a private label credit card of a Loan Party; or
(g)    Accounts (other than VISA, Master Card, American Express, Diners Club and Discovercard) which the Agent determines in its reasonable commercial discretion acting in good faith to be unlikely to be collected.
“Eligible Trade Names”:  Trademarks of the Loan Parties which, except as otherwise agreed by the Agent, in its reasonable discretion, satisfies all of the following conditions:
(a)    such Trademark is validly registered with the United States Patent and Trademark Office;  





12









(b)    a Loan Party owns such Trademark, free and clear of any Encumbrances other than Encumbrances granted to the Agent;
(c)    (i) such Loan Party is in compliance in all respects with the representations, warranties and covenants set forth in the Loan Documents relating to such Trademark, and (ii) without limiting the provisions of the foregoing clause (i), except as otherwise agreed in writing by the Agent, such Trademark is not the subject of any material litigation or other material legal proceeding with respect to infringement by third parties; 
(d)    the Agent shall have received an appraisal (based upon Appraised Value) of such Trademark by a third party appraiser reasonably acceptable to the Agent and otherwise in form and substance reasonably satisfactory to the Agent; and
(e)    the Agent shall have received evidence that (i) all actions have been taken that the Agent may reasonably deem necessary or appropriate in order to create a first-priority, perfected security interest, and (ii) all filings reasonably requested by the Agent have been filed with the United States Patent and Trademark Office to further evidence the Agent’s Encumbrance on such Trademark.
“Employee Benefit Plan”:    As defined in Section 3(2) of ERISA.
“Encumbrance”:    Each of the following: 
(a) Any security interest, mortgage, pledge, hypothecation, lien, attachment, or charge of any kind (including any agreement to give any of the foregoing); the interest of a lessor under a Capital Lease; conditional sale or other title retention agreement; sale (to the extent of recourse) of accounts receivable or chattel paper; or other arrangement pursuant to which any Person is entitled to any preference or priority with respect to the property or assets of another Person or the income or profits of such other Person or which constitutes an interest in property to secure an obligation; each of the foregoing whether consensual or non‐consensual and whether arising by way of agreement, operation of law, legal process or otherwise.  
(b) The filing of any financing statement under the UCC or comparable law of any jurisdiction.  
“End Date”:    The date upon which bothall of the following events have occurred: (a) all Liabilities (other than indemnities, not then due and payable, which survive repayment of the FILO Loans, Revolving Credit Loans and L/Cs and termination of the Commitments) have been paid in full and (b, (b) all outstanding L/Cs have expired, been returned to the Issuer undrawn or been cash collateralized in an amount equal to 103% of the then Stated Amount of such L/Cs, or supported by a so-called “back-to-back” letter of credit in form and substance and issued by a bank reasonably satisfactory to the Agent in its sole and absolute discretion, in an amount equal to 103% of the then Stated Amount of all outstanding L/Cs, and (c) all obligations of the Agent, Issuer, or any Lender to make loans and advances and to provide other financial accommodations to the Borrower hereunder shall have been irrevocably terminated.
“Environmental Laws”:    All of the following:
(a) Any and all federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements which regulate or relate to, or impose any standard of conduct or liability on account of or in respect to environmental protection matters, including, without limitation, Hazardous Materials, as are now or hereafter in effect. 

13









(b) The common law relating to damage to Persons or property from Hazardous Materials.  
“Equipment”:    Includes, without limitation, “equipment” as defined in the UCC, and also all motor vehicles, rolling stock, machinery, office equipment, plant equipment, tools, dies, molds, store fixtures, furniture, and other goods, property, and assets which are used and/or were purchased for use in the operation or furtherance of the Borrower’s business, and any and all accessions or additions thereto, and substitutions therefor.  
“ERISA”:    The Employee Retirement Income Security Act of 1974, as amended.  
“ERISA Affiliate”:    Any Person which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which would be treated as a single employer under Section 414 of the Internal Revenue Code of 1986, as amended.
“Eurodollar Business Day”:    Any day which is both a Business Day and a day on which the principal Eurodollar market in which Bank of America, N.A. participates is open for dealings in United States Dollar deposits.
“Eurodollar Loan”:    Any Revolving Credit Loan and/or FILO Loan which bears interest at the Adjusted Eurodollar Rate.
“Eurodollar Rate”:    For any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the British Bankers Association LIBOR Rate or the successor thereto if the British Bankers Association is no longer making a LIBOR Rate available (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Bank of America, N.A. and with a term equivalent to such Interest Period would be offered by Bank of America, N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.
“Events of Default”:    Is defined in Article 10.
“Excluded Swap Obligation”:  With respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty by such Loan Party under the Facility Guarantee of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 14-25 hereof and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the guaranty of such Loan Party, or grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap or other hedging contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swap and other hedging contracts for which such guaranty or security interest is or becomes illegal.



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“Excluded Taxes”: With respect to the Agent, any Lender, the Issuer or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Loan Party is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a change in applicable Requirements of Law) to comply with Section 4-13(h), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Loan Parties with respect to such withholding tax pursuant to Section 4-13(e) and (g) any U.S. federal, state or local backup withholding tax, and (e) any U.S. federal withholding tax imposed under FATCA.
“Existing Loan Agreement”: Has the meaning set forth in the Recitals hereto.
“FATCA”: Current Section 1471 through 1474 of the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended and in effect, or any amended version or successor provision that is substantively similar and, in each case, any regulations promulgated thereunder and any interpretation and other guidance issued in connection therewith.
“Federal Funds Effective Rate”:    For any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America, N.A. on such day on such transactions. 
“Fee Letter”:    TheCollectively, (i) the letter agreement, dated June 15, 2011, between the Borrower, the Agent, and Arranger with respect to certain fees payable to the Agent, Arranger, and Lenders in connection with this Agreement, and (ii) the letter agreement, dated the First Amendment Effective Date, among the Borrower, the Agent and the Arranger with respect to certain fees payable to the Agent, Arranger, and Lenders in connection with that certain Joinder and First Amendment to Third Amended and Restated Loan and Security Agreement and Amendment to Certain Other Ancillary Documents, dated the First Amendment Effective Date, among the Borrower, the Guarantors, the Agent and the Lenders.
“FILO Facility”:    Is defined in Section 2-1(b).
“FILO Loan”:    A term of convenience which refers to so much of the unpaid principal balance of the Loan Account (FILO) as bears the same rate of interest for the same Interest Period.
“FILO Note”:    Is defined in Section 2-8(b).

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“FILO Reserve”:  An amount equal to the difference (but not less than zero) between (x) the lesser of (i) the Borrowing Base (FILO), and (ii) the  Commitments (FILO), and (y) the aggregate amount of FILO Loans then outstanding.    
“First Amendment Effective Date”:  February 21, 2014.
“Fixtures”:    Has the meaning given that term in the UCC.  
“Foreign Asset Control Regulations”: Has the meaning set forth in Section 14-22.
“Foreign Lender”: Any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for Tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“GAAP”:    Principles which are consistent with those promulgated or adopted by the Financial Accounting Standards Board and its predecessors (or successors) in effect and applicable to that accounting period in respect of which reference to GAAP is being made, provided, however, in the event of a Material Accounting Change, then unless otherwise specifically agreed to by the Agent, the Borrower shall include, with its monthly,  quarterly, and annual financial statements a schedule, certified by the Borrower’s chief financial officer, on which the effect of such Material Accounting Change to the statement with which provided shall be described. Notwithstanding the foregoing, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a Capitalized Lease Obligation under GAAP as in effect on the Effective Date, shall not be treated as a Capitalized Lease Obligation solely as a result of the adoption of changes in GAAP outlined by the Financial Accounting Standards Board in its press release dated March 19, 2009.
“General Intangibles”:     Includes, without limitation, “general intangibles” as defined in the UCC; and also all: rights to payment for credit extended; deposits; amounts due to a Loan Party; credit memoranda in favor of a Loan Party; warranty claims; tax refunds and abatements; insurance refunds and premium rebates; all means and vehicles of investment or hedging, including, without limitation, options, warrants, and futures contracts; records; customer lists; telephone numbers; goodwill; causes of action; judgments; payments under any settlement or other agreement; literary rights; rights to performance; royalties; license and/or franchise fees; rights of admission; licenses; franchises; license agreements, including all rights of a Loan Party to enforce same; permits, certificates of convenience and necessity, and similar rights granted by any governmental authority; patents, patent applications, patents pending, and other intellectual property; internet addresses and domain names; developmental ideas and concepts; proprietary processes; blueprints, drawings, designs, diagrams, plans, reports, and charts; catalogs; manuals; technical data; computer software programs (including the source and object codes therefor), computer records, computer software, rights of access to computer record service bureaus, service bureau computer contracts, and computer data; tapes, disks, semi‐conductors chips and printouts; trade secrets rights, copyrights, mask work rights and interests, and derivative works and interests; user, technical reference, and other manuals and materials; trade names, trademarks, service marks, and all goodwill relating thereto; applications for registration of the foregoing; and all other general intangible property of the Loan Parties in the nature of intellectual property; proposals; cost estimates, and reproductions on paper, or otherwise, of any and all concepts or ideas, and any matter related to, or connected with, the design, development, manufacture, sale, marketing, leasing, or use of any or all property produced, sold or leased, by a Loan Party or credit extended or services performed, by a Loan Party, whether intended for an individual customer or the general business of a Loan Party, or used or useful in connection with research by a Loan Party.  

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“Goods”:    Has the meaning given that term in the UCC.  
“Goodwill”: Collectively, with respect to each Loan Party, the goodwill connected with such Loan Party’s business including, without limitation, (i) all goodwill connected with the use of and symbolized by any other Intellectual Property in which such Loan Party has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any Person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such Loan Party’s business.
“Guarantor” and “Guarantors”: means individually and collectively AWI, Jimmy’Z, AGC, Aeropostale Procurement Company, Inc., Aeropostale Licensing, Inc., P.S. from Aeropostale, Inc., GoJane LLC, and any other Subsidiary of the Borrower which executes and delivers a Guarantor Agreement pursuant to the terms of this Agreement from time to time.
“Guarantor Agreement”:    Each instrument and document executed by a Guarantor of the Liabilities to evidence or secure the Guarantor’s guaranty thereof. 
“Hazardous Materials”:    Any (a) hazardous materials, hazardous waste, hazardous or toxic substances, petroleum products, which (as to any of the foregoing) are defined or regulated as a hazardous material in or under any Environmental Law and (b) oil in any physical state.
“Increase Effective Date”: Is defined in Section 2-24.
“Indebtedness”:    All indebtedness and obligations of or assumed by any Person on account of or in respect to any of the following:
(a)    In respect of money borrowed (including any indebtedness which is non‐recourse to the credit of such Person but which is secured by an Encumbrance on any asset of such Person) whether or not evidenced by a promissory note, bond, debenture or other written obligation to pay money. 
(b)    In connection with any letter of credit or acceptance transaction (including, without limitation, the face amount of all letters of credit and acceptances issued for the account of such Person or reimbursement on account of which such Person would be obligated).
(c)    In connection with the sale or discount of accounts receivable or chattel paper of such Person other than the sale of retail Accounts to credit card processors.
(d)    On account of deposits or advances.
(e)    As lessee under Capital Leases. 
(f)    On account of net obligations under any swap or hedging contract.
(g)    With respect to obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, or any warrant, right or option to acquire such equity interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends.

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“Indebtedness” also includes:
(x)    Indebtedness of others secured by an Encumbrance on any asset of such Person, whether or not such Indebtedness is assumed by such Person.
(y)    Any guaranty, endorsement, suretyship or other undertaking pursuant to which that Person may be liable on account of any Indebtedness of any third party, other than endorsements of negotiable instruments for collection in the ordinary course of business.
(z)    The Indebtedness of a partnership or joint venture in which such Person is a general partner or joint venturer to the extent that the holder of such Indebtedness has recourse to such Person.
“Indemnified Claim”:    Is defined in Section 14-11.
“Indemnified Person”:    Is defined in Section 14-11.
“Indemnified Taxes”:  Taxes other than Excluded Taxes.
“Instruments”:    Has the meaning given that term in the UCC.
“Intellectual Property”:  Collectively, all Copyrights, Patents, Trademarks, Licenses and Goodwill.”
“Interest Payment Date”:    With reference to:
Each Eurodollar Loan: The last day of the Interest Period relating thereto and, in addition, if such Eurodollar Loan has an Interest Period of greater than three months, the last day of the third month of such Interest Period; the Termination Date; and the End Date.
Each Base Rate Loan: the first day of each month; the Termination Date; and the End Date.
“Interest Period”:    
(a) With respect to each Eurodollar Loan: Subject to Subsection (c), below, the period commencing on the date of the making or continuation of, or conversion to, the subject Eurodollar Loan and ending one, two, three or six months thereafter, as the Borrower may elect by notice (pursuant to Section 2-5(a)) to the Agent.
(b) With respect to each Base Rate Loan: Subject to Subsection (c), below, the period commencing on the date of the making or continuation of or conversion to such Base Rate Loan and ending on that date (i) as of which the subject Base Rate Loan is converted to a Eurodollar Loan, as the Borrower may elect by notice (pursuant to Section 2-5(a)) to the Agent, or (ii) on which the subject Base Rate Loan is paid by the Borrower.
(c) The setting of Interest Periods is in all instances subject to the following:





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(i)    Any Interest Period for a Base Rate Loan which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day.
(ii)    Any Interest Period for a Eurodollar Loan which would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless that succeeding Business Day is in the next calendar month, in which event such Interest Period shall end on the last Business Day of the month during which the Interest Period ends.
(iii)    Subject to Subsection (iv), below, any Interest Period applicable to a Eurodollar Loan, which Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period ends, shall end on the last Business Day of the month during which that Interest Period ends.
(iv)    Any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date.
(v)    The number of Interest Periods in effect at any one time is subject to Section 2-10(d) hereof.
“Inventory”:    Includes, without limitation, “inventory” as defined in the UCC and also all:  packaging, advertising, and shipping materials related to any of the foregoing, and all names or marks affixed or to be affixed thereto for identifying or selling the same; Goods held for sale or lease or furnished or to be furnished under a contract or contracts of sale or service by the Borrower, or used or consumed or to be used or consumed in the Borrower’s business; Goods of said description in transit: returned, repossessed and rejected Goods of said description; and all documents (whether or not negotiable) which represent any of the foregoing.
“Investment”:    Any direct or indirect acquisition or investment by such Loan Party, whether by means of (a) the purchase or other acquisition of equity interests of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) any acquisition of the assets or equity interests of any Person.
“Investment Property”:    Has the meaning given that term in the UCC.
“ISP”:        With respect to any L/C, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).
“Issuer”:    Bank of America, N.A. or Wells Fargo Bank, National Association
“Jimmy’Z”:    Jimmy’Z Surf Co., LLC, a Delaware limited liability company with an address of 112 West 34th Street, New York, New York 10120, a wholly owned Subsidiary of the Borrower.
“L/C”:    Any letter of credit, the issuance of which is procured by the Agent for the account of the Borrower and any banker’s acceptance made on account of such letter of credit. 
“L/C Borrowing”: An extension of credit resulting from a drawing under any L/C which has not been reimbursed on the date when made or refinanced as a Revolving Credit Loan.

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“Lease”:    Any lease or other agreement, no matter how styled or structured, pursuant to which the Borrower is entitled to the use or occupancy of any space.
“Lenders”:    Defined in the Preamble to this Agreement, and, as the context requires, includes the Swing Line Lender.
“Letter of Credit Rights”: Has the meaning given that term in the UCC and also shall refer to any right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or at the time is entitled to demand payment or performance.
“Liabilities” (in the singular, “Liability”):    Includes, without limitation, all and each of the following, whether now existing or hereafter arising: 
(a) Any and all direct and indirect liabilities, debts, and obligations of the Borrower to the Agent or any Lender, each of every kind, nature, and description under the Loan Documents.  
(b) Each obligation to repay any loan, advance, indebtedness, note, obligation, overdraft, or amount now or hereafter owing by the Borrower to the Agent or any Lender under the Loan Documents (including all future advances whether or not made pursuant to a commitment by the Agent or any Lender), whether or not any of such are liquidated, unliquidated, primary, secondary, secured, unsecured, direct, indirect, absolute, contingent, or of any other type, nature, or description, or by reason of any cause of action which the Agent or any Lender may hold against the Borrower under the Loan Documents.  
(c) All notes and other obligations of the Borrower now or hereafter assigned to or held by the Agent or any Lender with respect to the Loan Documents, each of every kind, nature, and description.  
(d) All interest, fees, and charges and other amounts which may be charged by the Agent or any Lender to the Borrower under the Loan Documents and/or which may be due from the Borrower to the Agent or any Lender under the Loan Documents from time to time.  
(e) All costs and expenses incurred or paid by the Agent or any Lender in respect of any of the Loan Documents (including, without limitation, Costs of Collection, reasonable attorneys’ fees, and all court and litigation costs and expenses).  
(f) Any and all covenants of the Borrower to or with the Agent or any Lender and any and all obligations of the Borrower to act or to refrain from acting in accordance with under Loan Documents.
(f) All obligations on account of Bank Products and Cash Management Services.
(g) Each of the foregoing as if each reference to the “Agent” and “Lender” therein were to each of the Affiliates of such Persons.
Notwithstanding the foregoing, Liabilities of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.
“Line (Unused) Fee”:    Is defined in Section 2-13.Licenses”:  Collectively, with respect to each Loan Party, all license and distribution agreements with any other Person with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Loan Party is a licensor or licensee, distributor 

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or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including, without limitation, damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.
“Line (Unused) Fee (FILO)”:    Is defined in Section 2-13(b).
“Line (Unused) Fee (Revolving Credit)”:    Is defined in Section 2-13(a).
“Liquidity Requirement”:    With respect to any acquisition or payment, (i) no Suspension Event or Event of Default then exists or would arise from the consummation of the specified transaction and the making of any payments with respect thereto, (ii) the Borrower has furnished the Agent with a pro forma balance sheet, income statement and cash flow statement (including, without limitation, a projection of Availability (Revolving Credit)) for the subsequent 12 month period, after giving effect to the consummation of the specified transaction and the making of any payments with respect thereto; and (iii) the Agent is reasonably satisfied that Availability (Revolving Credit), after giving effect to such specified transaction and the making of any payments with respect thereto, will be at least equal to 20% of the Borrowing Base (Revolving Credit) for the 12 months following such specified transaction and the making of such payments; and (iv) the Agent is reasonably satisfied that, after giving effect to such specified transaction and the making of any payments with respect thereto, the Borrower will be solvent.
“Loan Account”:    Is defined in Section 2-7.Collectively, the Loan Account (FILO) and Loan Account (Revolving Credit).
“Loan Account (FILO)”:    Is defined in Section 2-7(a).
“Loan Account (Revolving Credit)”:    Is defined in Section 2-7(a).
“Loan Ceiling (FILO)”:    $30,000,000.00, as may be modified from time to time in accordance with Section 2-3(b) of this Agreement.
“Loan Ceiling”:    $175,000,000.00, (Revolving Credit)”:    $200,000,000.00, as may be modified from time to time in accordance with Sections 2-3(a) and 2-24 of this Agreement.
“Loan Documents”:    This Agreement, the Agency Agreement, Confirmation Agreement, the Fee Letter, each instrument and document executed and/or delivered as contemplated by Article 3, below, and each other instrument or document from time to time executed and/or delivered in connection with the arrangements contemplated hereby or in connection with any transaction which arises out of any depository, letter of credit, interest rate protection, foreign exchange or other hedging agreement, or other Bank Product, equipment leasing services or other Cash Management Service, provided by the Agent, any Affiliate of the Agent, [or any Lender], as each may be amended from time to time.
“Loan Party” or “Loan Parties”: Individually and collectively the Borrower and each Guarantor. 
“Material Accounting Change”:    Any change in GAAP applicable to accounting periods subsequent to the Borrower’s fiscal year most recently completed prior to the execution of this Agreement, which change has a material effect on the Borrower’s financial condition or operating results, as reflected on financial 

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statements and reports prepared by or for the Borrower, when compared with such condition or results as if such change had not taken place.
“Material Adverse Effect”:    A material adverse effect upon (i) the  Loan Parties  business, assets, properties, liabilities (actual or contingent), operations, financial affairs, or condition (financial or otherwise) taken as a whole, or (ii) the Collateral, taken as a whole, or (iii) the ability of the Loan Parties to perform their respective obligations under this Agreement and the other Loan Documents, taken as a whole, or (iv) the validity, enforceability, perfection or priority of this Agreement or the other Loan Documents or of the rights and remedies of the Agent under any Loan Document, taken as a whole. In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in a Material Adverse Effect.
“Material Contract”: With respect to any Person, each contract to which such Person is a party the termination of which contract could reasonably be expected to have a Material Adverse Effect.  
“Material Indebtedness”: Indebtedness (other than the Liabilities) of the Loan Parties in an aggregate principal amount exceeding $10,000,000.00.   For purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any swap contract at such time shall be calculated after taking into account the effect of any legally enforceable netting agreement relating to such swap contracts, (b) undrawn committed or available amounts shall be included, and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included.
“Maturity Date”:     September 22, 2016.
“Measurement Period”: At any date of determination, the most recently completed twelve (12) months of the Borrower.
“Operating Account”:     Is defined in Section 7-3.
“Other Taxes”: All present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, excluding, however, any such amounts imposed as a result of an assignment by a Lender of its loan or Commitment.
“Participant”:    Is defined in Section 14-14, hereof.
“Patents”:  Collectively, with respect to each Loan Party, all patents issued or assigned to and all patent applications made by such Loan Party (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), including, without limitation, those patents, patent applications listed in EXHIBIT 4-4 annexed hereto, together with any and all (i) rights and privileges arising under applicable Requirements of Law with respect to such Loan Party’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including, without limitation, damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.



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“Payment Conditions”: At the time of determination with respect to any specified transaction or payment, that:


(a) no Suspension Event or Event of Default then exists or would arise as a result of entering into such transaction or the making such payment, 


(b) after giving effect to such transaction or payment, Availability  (Revolving Credit) is equal to or greater than fifteen percent (15%) of the lesser of (1) the Commitments (Revolving Credit) and (2) the Borrowing Base (Revolving Credit), 


(c) the Consolidated Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.0:1.0 (or, solely with respect to Restricted Payments, 1.1:1.0), and 


(d) for the six-month period immediately following such transaction or payment and after giving effect to such transaction or payment, Availability (Revolving Credit)  shall be equal to or greater than fifteen percent (15%) of the lesser of (1) the Commitments (Revolving Credit) and (2) the Borrowing Base (Revolving Credit). 


Prior to undertaking any transaction or payment which is subject to the Payment Conditions, the Borrower shall deliver to the Agent a certificate of the Borrower evidencing satisfaction of the conditions contained in clauses (b), (c) and (d) above on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Agent.


“Payment Intangibles”:   Has the meaning given that term in the UCC and shall also refer to any General Intangible under which the Account Debtor’s primary obligation is a monetary obligation.
“Permitted Acquisition”:    The investment in, the purchase of stock of, or the purchase of all or a substantial part of the assets or properties of, or controlling interests in, any Person (other than the Borrower), or the entering into of any transaction, series of transactions, merger (with the Borrower as the surviving entity), consolidation or exchange of securities with any Person (referred to herein as an “Acquisition”), in which each of the following conditions are satisfied:
(a) The type of business of such Person is generally the same type of business (or is included in the types of business) in which the Borrower is engaged or a business reasonably related thereto;
(b) Immediately after giving effect to the transaction, the Payment Conditions have been satisfied;
(c) Such Acquisition shall have been approved by the board of directors of the Person (or similar governing body if such Person is not a corporation) which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law;
(d) For any Acquisition in an amount greater than $10,000,00.00, the Borrower shall have furnished the Agent with thirty (30) days’ prior written notice of such intended Acquisition and shall have furnished the Agent with a current draft of the acquisition documents (and final copies thereof as and when executed), copies of any third party accounting, financial, and legal due diligence undertaken by the Loan Parties in connection with such Acquisition, appropriate financial statements of the Person which is the subject of such Acquisition, pro forma projected financial statements for the twelve (12) month period following such Acquisition after giving effect to such Acquisition (including balance sheets, cash flows and income 

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statements by quarter (and, if available, by month) for the acquired Person, individually, and on a Consolidated basis with all Loan Parties), and such other information as the Agent may reasonably require, all of which shall be in form reasonably satisfactory to the Agent;
(e) If the Acquisition involves the purchase of equity interests in a Person and proceeds of any Revolving Credit Loan or FILO Loan will be used to pay the purchase price or other amounts payable to the seller in connection with such Acquisition, either (i) the legal structure of the Acquisition shall be acceptable to the Agent in its discretion, or (ii) the Loan Parties shall have provided the Agent with a favorable solvency opinion from an unaffiliated third party valuation firm reasonably satisfactory to the Agent;   
(f) After giving effect to the Acquisition, if the Acquisition is an Acquisition of equity interests, a Loan Party shall acquire and own, directly or indirectly, a majority of the equity interests in the Person being acquired and shall control a majority of any voting interests or shall otherwise control the governance of the Person being acquired; and
(g) All action required to be undertaken pursuant to Section 4-18(f) by any Subsidiary created in connection with such transaction (including, but not limited to, causing such Subsidiary to become a Guarantor hereunder) has been completed, or, simultaneously with the consummation of such Acquisition, will be completed, to the reasonable satisfaction of the Agent.
In all events, any assets acquired in a Permitted Acquisition must first satisfy the eligibility requirements contained in this Agreement before the Borrower shall be permitted to include any such assets in the Borrowing Base.  Without limiting the foregoing and the provisions of Section 5-10(c), the Agent shall have obtained, at the Borrower’s expense, a satisfactory appraisal and audit with respect to such acquired assets.
“Permitted Encumbrances”:    Those Encumbrances permitted as provided in Section 4-6(a) hereof.
“Person”:    Any natural person, and any corporation, limited liability company, trust, partnership, joint venture, or other enterprise or entity.
“Prime Rate”:    For any day a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime rate”; (b) the Federal Funds Rate for such day, plus 0.50%; and (c) the Eurodollar Rate for a 30-day interest period as determined on such day, plus 1.0%.  The “prime rate” is a rate set by Bank of America, N.A. based upon various factors including Bank of America, N.A.’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in Bank of America, N.A.’s prime rate, the Federal Funds Rate or the Eurodollar Rate, respectively, shall take effect at the opening of business on the day specified in the public announcement of such change.
“Proceeds”:    Includes, without limitation, “Proceeds” as defined in the UCC (defined below), and each type of property described in Section 8-1 hereof.
“Qualified ECP Guarantor”: At any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.



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“Receipts”:    All cash, cash equivalents, checks, and credit card slips and receipts as arise out of the sale of the Collateral. 
“Receivables Collateral”:    That portion of the Collateral which consists of the Loan Parties’ Accounts, Accounts Receivable, General Intangibles for the payment of money, Chattel Paper, Instruments, Investment Property, letters of credit for the benefit of a Loan Party, and bankers’ acceptances held by a Loan Party, and any rights to payment.
“Related Entity”:    (a)    Any corporation, limited liability company, trust, partnership, joint venture, or other enterprise which: is a parent, brother‐sister, Subsidiary, or Affiliate, of the Borrower; could have such enterprise’s tax returns or financial statements consolidated with the Borrower’s; could be a member of the same controlled group of corporations (within the meaning of Section 1563(a)(1), (2) and (3) of the Internal Revenue Code of 1986, as amended from time to time) of which the Borrower is a member; controls or is controlled by the Borrower or by any Affiliate of the Borrower. 
(b)    Any Affiliate.
“Required Consent”: Has the meaning given that term in the Agency Agreement.
“Requirement of Law”:    As to any Person:
(a)    (i)     All statutes, rules, regulations, orders, or other requirements having the force of law and (ii) all court orders and injunctions, arbitrator’s decisions, and/or similar rulings, in each instance ((i) and (ii)) of or by any federal, state, municipal, and other governmental authority, or court, tribunal, governmental panel, or other governmental body which has jurisdiction over such Person, or any property of such Person.
(b)    That Person’s charter, certificate of incorporation, articles of organization, and/or other organizational documents, as applicable; and 
(c) that Person’s by‐laws and/or other instruments which deal with corporate or similar governance, as applicable;
provided however, for purposes of this Agreement (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection therewith, and (ii) all rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have gone into effect and been adopted after the Effective Date.
“Reserves”:    Without duplication of any other reserves or items that are otherwise addressed or excluded either through eligibility criteria or in the most recent appraisal conducted hereunder by an independent appraiser reasonably satisfactory to the Agent, such reserves as the Agent from time to time determines in its reasonable discretion exercised in good faith as being necessary or appropriate (a) to reflect the impediments to the Agent’s ability to realize upon the Collateral, including any claims or liabilities that the Agent determines will need to be satisfied in connection with the realization upon such Collateral (including, without limitation, the Inventory), (b) to reflect costs, expenses and other amounts that the Agent may incur or be required to pay to realize upon the Collateral, including, without limitation, on account of rent, customs and duties and Permitted Encumbrances, (c) to reflect changes in the determination of the saleability, at retail, of Acceptable Inventory, (d) to reflect such other factors as negatively affect the market value of the Acceptable Inventory, (e) to reflect criteria, events, conditions, 

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contingencies or risks which adversely affect any component of the Borrowing Base (Revolving Credit) or which materially and adversely affect any component of the Borrowing Base (FILO) (including, without limitation, any litigation or other legal proceeding with respect to infringement of Eligible Trade Names by third parties), (f) on account of gift cards, gift certificates, merchandise credits and customer deposits, (g) Cash Management Reserves, (h) Bank Product Reserves, (i) FILO  Reserve, and (ij) rent reserves not to exceed two (2) months rent plus any past due amounts. The Agent shall have the right, at any time and from time to time after the Effective Date in its reasonable discretion exercised in good faith as being necessary or appropriate to establish, modify or eliminate Reserves.
“Responsible Officer”:    means the chief executive officer, chief operating officer, president, chief financial officer, general counsel, chief accounting officer, treasurer, controller, vice president of finance of a Loan Party or any of the other individuals designated in writing to the Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
“Restricted Payment”: Any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other equity interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other equity interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.  Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also include all payments made by such Person with any proceeds of a dissolution or liquidation of such Person.
“Revolving Credit”:    Is defined in Section 2-1.
“Revolving Credit Note”:    Is defined in Section 2-8.
“Revolving Credit Loan”:    A term of convenience which refers to so much of the unpaid principal balance of the Loan Account (Revolving Credit) as bears the same rate of interest for the same Interest Period, which, for the avoidance of doubt, shall include Swing Line Loans as the context may require.
“Secured L/Cs”:    L/Cs which have been secured in the manner provided pursuant to Section 2-19 hereof.
“Solvent” and “Solvency”: With respect to any Person on a particular date, that on such date (a) at fair valuation, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and assets of such Person is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged.  The amount of all guarantees at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, can reasonably be expected to become an actual or matured liability.



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“Specified Loan Party”:  Any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 14-25).
“Statutory Reserve Rate”:    A fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which any Lender is subject with respect to the Adjusted Eurodollar Rate, for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Federal Reserve Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to constitute Eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to the Lenders under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
“Stated Amount”: The maximum amount for which an L/C may be honored.
“Subordinated Indebtedness”: Indebtedness the payment of principal and interest of which is expressly subordinated in right of payment to the Liabilities, in such form and on such terms (which may include the payment of current interest until the occurrence, and during the continuance, of a Suspension Event) as are reasonably acceptable to the Agent.
“Subsidiary”:    As to any Person, any corporation, association, partnership, limited liability company, joint venture or other business entity of which at least fifty percent (50%) or more of the ordinary voting power (or equivalent interests) for the election of a majority of the board of directors (or other equivalent governing body) of such entity is held or controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person; or which is otherwise controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person through the exercise of voting power or otherwise.
“Supporting Obligation”: Has the meaning given that term in the UCC and shall also refer to a Letter of Credit Right or secondary obligation that supports the payment or performance of an Account, Chattel Paper, a Document, a General Intangible, an Instrument or Investment Property.
“Suspension Event”:    Any occurrence, circumstance, or state of facts which (a) is an Event of Default, which is continuing; or (b) would become an Event of Default if any requisite notice were given and/or any requisite period of time were to run and such occurrence, circumstance, or state of facts were not absolutely cured within any applicable grace period.
“Swap Obligations”:  With respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.







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“Swing Line Lender”: Bank of America, N.A.
“Swing Line Loan Request”: Is defined in Section 2-2.
“Swing Line Loans”: Is defined in Section 2-2.
“Swing Line Sublimit”: $20,000,000.00.
“Taxes”: All present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.
“Termination Date”:    The earliest of (a) the Maturity Date; or (b) the occurrence of any event described in Section 10-13 hereof; or (c) date set by notice by the Agent to the Borrower, which notice sets the Termination Date on account of the occurrence of any Event of Default other than as described in Section 10-13 hereof.
“Trademarks”: With respect to each Loan Party, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URLs), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Loan Party and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), including, without limitation, the registrations and applications listed in EXHIBIT 4-4 annexed hereto, together with any and all (i) rights and privileges arising under applicable Requirements of Law with respect to such Loan Party’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including, without limitation, damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.
“Trust Deposit Accounts”:  Depository accounts established by the Loan Parties the proceeds of which are to be utilized solely for the payment of sales taxes, ad valorem taxes, withholding taxes and other similar Taxes, and other depository accounts established by the Loan Parties for which such Loan Party is a trustee or other fiduciary for any other Persons.
“UCC”: The Uniform Commercial Code as presently in effect in New York, provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided further that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be.  
“Unreimbursed L/C Obligations”: The then unpaid reimbursement obligations in respect of L/Cs which have been drawn, but which have not been repaid either by an advance under the Revolving Credit in accordance with the provisions of Section 2-17(f) hereof or otherwise.



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Article 2 - The Revolving Credit Facilities:
2-1.    Establishment of Revolving Credit and FILO Facility.
(a)    Revolving Credit. 
(i)    (a) The Lenders hereby establish a revolving line of credit (the “Revolving Credit”) in the Borrower’s favor pursuant to which each Lender, subject to, and in accordance with, this Agreement, agrees to severally make loans and advances and otherwise provide financial accommodations to and for the account of the Borrower as provided herein, in each case equal to that Lender’s Commitment Percentage (Revolving Credit) up to the maximum amount of such Lender’s Dollar Commitment (Revolving Credit); provided that the Aggregate Outstandings (Revolving Credit) shall not at any time in the aggregate exceed the lesser of (A) the Loan Ceiling (Revolving Credit), or (B) the Borrowing Base (Revolving Credit). 
(ii)    (b) The proceeds of borrowings under the Revolving Credit shall be used solely for working capital and general corporate purposes of the Borrower, including, without limitation, the repurchase of the Borrower’s capital stock, and for its Capital Expenditures, all solely to the extent permitted by this Agreement.
(iii)    (c) The Borrower recognizes that the Agent’s exercise of any discretion accorded to the Agent with respect to the Revolving Credit and of its rights, remedies, powers, privileges, and discretions with respect to the Loan Parties may be subject to the terms and conditions of the Agency Agreement.
(b)    FILO Facility.
(i)    The Lenders hereby establish a first-in and last-out revolving line of credit (the “FILO  Facility”) in the Borrower’s favor pursuant to which each Lender, subject to, and in accordance with, this Agreement, agrees to severally make loans and advances and otherwise provide financial accommodations to and for the account of the Borrower as provided herein, in each case equal to that Lender’s Commitment Percentage (FILO) up to the maximum amount of such Lender’s Dollar Commitment (FILO); provided that the Aggregate Outstandings (FILO) shall not at any time in the aggregate exceed the lesser of (A) the Loan Ceiling (FILO), or (B) the Borrowing Base (FILO). 
(ii)    The proceeds of borrowings under the FILO Facility shall be used solely for working capital and general corporate purposes of the Borrower, including, without limitation, the repurchase of the Borrower’s capital stock, and for its Capital Expenditures, all solely to the extent permitted by this Agreement.
(iii)    The Borrower recognizes that the Agent’s exercise of any discretion accorded to the Agent with respect to the FILO Facility and of its rights, remedies, powers, privileges, and discretions with respect to the Loan Parties may be subject to the terms and conditions of the Agency Agreement.
2-2.    Swing Line Loan.
(a)    The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2-2 and in the Agency Agreement, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided, however, that after giving effect to any Swing Line Loan, Aggregate Outstandings (Revolving Credit) shall not at 

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any time in the aggregate exceed the lesser of (A) the Loan Ceiling (Revolving Credit), or (B) the Borrowing Base (Revolving Credit); provided further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and provided further that the Swing Line Lender shall not be obligated to make any Swing Line Loan at any time when any Lender is at such time a Defaulting Lender or Deteriorating Lender, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2-2 prepay under Section 2-9 and reborrow under this Section 2-2.  Each Swing Line Loan shall bear interest only at a rate based on the Prime Rate and shall constitute a Revolving Credit Loan.  The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in the Agency Agreement with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Agent” as used in the Agency Agreement included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.
(b)    Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Agent, which may be given by telephone. Each such notice (each, a “Swing Line Loan Request”) must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $10,000.00, and (ii) the requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a written Swing Line Loan Request, appropriately completed and signed by a Responsible Officer of the Borrower.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Request, the Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Loan Request and, if not, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Agent at the request of the Lenders with Required Consent prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2-2(a), or (B) that one or more of the applicable conditions specified in Section 2-5(g) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, on the borrowing date specified in such Swing Line Loan Request, make the amount of its Swing Line Loan available to the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America, N.A. with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Borrower; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings outstanding, then the proceeds of such Swing Line Loan, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c)    Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
2-3.    Voluntary Reduction or Termination of Commitments. 



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(a)     The Borrower may reduce, or terminate, the Lenders' Commitments (Revolving Credit), pro rata, in whole or in part from time to time, by furnishing three (3) Business Days' written notice to the Agent.  Upon the effective date of any such reduction, the Borrower shall pay to the Agent (a) any amounts required by under Section 2-9(b) hereof as a result of such reduction or termination, together with (b) the accrued Line (Unused) Fee   (Revolving Credit) as of the date of such reduction or termination.  No reduction or termination of the Commitments (Revolving Credit) may be reinstated.
(b)    The Borrower may reduce, or terminate, the Lenders' Commitments (FILO), pro rata, in whole or in part from time to time, by furnishing three (3) Business Days' written notice to the Agent.  Upon the effective date of any such reduction, the Borrower shall pay to the Agent (a) any amounts required by under Section 2-9(b) hereof as a result of such reduction or termination, together with (b) the accrued Line (Unused) Fee  (FILO) as of the date of such reduction or termination.  No reduction or termination of the Commitments (FILO) may be reinstated.
(c)    In the event that all of the Lenders’ Commitments (Revolving Credit) are terminated, then the Lenders’ Commitments (FILO) shall be automatically terminated.
2-4.    Risks of Value of Collateral.    The Agent’s reference to a given asset in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Revolving Credit and/or the FILO Facility and/or the monitoring of compliance with the provisions hereof shall not be deemed a determination by the Agent relative to the actual value of the asset in question.  All risks concerning the collectability of the Borrower’s Accounts and the saleability of the Borrower’s Inventory are and remain upon the Borrower.  All Collateral secures the prompt, punctual, and faithful performance of the Liabilities whether or not relied upon by the Agent or any Lender in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Revolving Credit and/or FILO Facility.  
2-5.    Loan Requests. 
(a)    Subject to the provisions of this Agreement (and, in particular, subject to any provisions of Section 2-2 relating to Swing Line Loans), a loan or advance under the Revolving Credit duly and timely requested by the Borrower shall be made pursuant hereto, provided that:
(i)    Availability (Revolving Credit) will not be exceeded; 
(ii)    If Aggregate Outstandings exceed $75,000,000.00, no loans, advances or other financial accommodations shall be made if as a result thereof the Aggregate Outstandings would exceed $100,000,000.00 until such time as the Agent has completed, and received the results of a commercial finance audit and inventory appraisal in accordance with the provisions of Section 5-10 hereof.At the time of such request, Availability (FILO) shall be zero;
(iii)    The Revolving Credit has not been suspended as provided in Section 2-5(hj).
(b)    Subject to the provisions of this Agreement, a loan or advance under the FILO Facility duly and timely requested by the Borrower shall be made pursuant hereto, provided that:
(i)    Availability (FILO) will not be exceeded; and



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(ii)    The FILO Facility has not been suspended as provided in Section 2-5(j).
(c)    If any FILO Loan is prepaid in whole or part, any loans to the Borrower thereafter requested shall be FILO Loans until the maximum principal amount of FILO Loans outstanding equals the lesser of (i) the Loan Ceiling (FILO), or (ii) the Borrowing Base (FILO), and thereafter any loans (for sake of clarity, subject at all times to Section 2-5(a)(ii)) shall be Revolving Credit Loans.
(d)    (b) Requests for loans and advances under the Revolving Credit and the FILO Facility may be requested by the Borrower in such manner as may from time to time be reasonably acceptable to the Agent.
(e)    (c) Subject to the provisions of this Agreement, the Borrower may request a Revolving Credit Loan or a FILO Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan or FILO Loan by giving the Agent notice no later than the following:
(i)    If such Revolving Credit Loan or FILO Loan is or is to be converted to a Base Rate Loan: By 11:00 AM on the Business Day on which the subject Revolving Credit Loan or FILO Loan is to be made or is to be so converted.  Base Rate Loans requested by the Borrower, other than those resulting from the conversion of a Eurodollar Loan, shall not be less than $10,000.00 (or the then Availability (Revolving Credit) or Availability (FILO), as applicable, if less than $10,000.00).
(ii)    If such Revolving Credit Loan or FILO Loan is, or is to be continued as, or converted to, a Eurodollar Loan: By 1:00 PM two (2) Eurodollar Business Days before the end of the then applicable Interest Period.  Eurodollar Loans and conversions to Eurodollar Loans shall each be not less than $1,000,000.00 and in increments of $1,000,000.00 in excess of such minimum.
(iii)    Any Eurodollar Loan which matures while a Suspension Event is extant shall be converted, at the option of the Agent to a Base Rate Loan notwithstanding any notice from the Borrower that such Loan is to be continued as a Eurodollar Loan.
(f)    (d) Any request for a Revolving Credit Loan or FILO Loan or for the conversion of a Revolving Credit Loan or FILO Loan which is made after the applicable deadline therefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Eurodollar Business Day, as applicable.  Each request for a Revolving Credit Loan or FILO Loan for the conversion of a Revolving Credit Loan or FILO Loan shall be made in such manner as may from time to time be reasonably acceptable to the Agent.
(g)    (e) The Borrower may request that the Agent cause the issuance of L/C’s for the account of the Borrower as provided in Section 2-17.
(h)    (f) The Agent may rely on any request for a loan or advance, or other financial accommodation under the Revolving Credit or FILO Facility which the Agent, in good faith, reasonably believes to have been made by a Person duly authorized to act on behalf of the Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Agent being furnished with such documentation concerning that Person’s authority to act as may be reasonably satisfactory to the Agent.



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(i)    (g) A request by the Borrower for a loan or advance, or other financial accommodation under the Revolving Credit or FILO Facility shall be irrevocable and shall constitute certification by the Borrower that as of the date of such request, each of the following conditions has been satisfied:  
(i)    No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred.
(ii)    All or a portion of any loan or advance so requested will be set aside by the Borrower to cover all of the Borrower’s obligations for sales tax on account of sales since the then most recent borrowing pursuant to the Revolving Credit or FILO Facility.
(iii)    Each representation which is made herein or in any of the Loan Documents (defined below) is then true and complete in all material respects as of and as if made on the date of such request (other than those which are as of a specific date, in which case such representation was true and complete in all material respects as of such date, and other than those of which are qualified by materiality, in which case such representations are true and correct in all respects).
(iv)    No Suspension Event is then extant.  
(v)    In the case of a borrowing under the Revolving Credit, Availability (FILO) is zero.
(j)    (h) Upon the occurrence, and during the continuance, from time to time of any Suspension Event: 
(i)    The Agent may suspend the Revolving Credit and FILO Facility immediately.
(ii)    Neither the Agent nor any Lender shall be obligated, during such suspension, to make any loans or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C.
(iii)    The Agent may suspend the right of the Borrower to request any Eurodollar Loan or to convert any Base Rate Loan to a Eurodollar Loan.
2-6.    Making of Loans Under Revolving Credit and FILO Facility. 
(a)    A loan or advance under the Revolving Credit and/or FILO Facility shall be made by the transfer of the proceeds of such loan or advance to the Operating Account or as otherwise instructed by the Borrower.
(b)    A loan or advance shall be deemed to have been made under the Revolving Credit or the FILO Facility, as applicable (and the Borrower shall be indebted to the Lenders for their respective pro rata portions of the amount thereof immediately) at the following:







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(i)    The Agent’s initiation of the transfer of the proceeds of such loan or advance in accordance with the Borrower’s instructions (if such loan or advance is of funds requested by the Borrower).
(ii)    The charging of the amount of such loan to the Loan Account (Revolving Credit) or Loan Account (FILO), as applicable (in all other circumstances).
(c)    There shall not be any recourse to or liability of the Agent or any Lender, on account of: 
(i)    Any delay in the making of any loan or advance requested under the Revolving Credit or the FILO Facility unless due to the Agent’s, or, if applicable, Lender’s, gross negligence or willful misconduct.
(ii)    Any delay in the proceeds of any such loan or advance constituting collected funds.
(iii)    Any delay in the receipt, and/or any loss, of funds which constitute a loan or advance under the Revolving Credit or the FILO Facility, the wire transfer of which was properly initiated in accordance with wire instructions provided to the Agent by the Borrower.
2-7.    The Loan Account. 
(a)    An account (“Loan Account (Revolving Credit)”) shall be opened on the books of the Agent with respect to the Revolving Credit. A record may be kept in the Loan Account (Revolving Credit) of all Revolving Credit loans made under or pursuant to this Agreement and of all payments thereon. An account (“Loan Account (FILO)”) shall be opened on the books of the Agent with respect to the FILO Facility. A record may be kept in the Loan Account (FILO) of all FILO Loans made under or pursuant to this Agreement and of all payments thereon.
(b)    The Agent may also keep a record (in either in the Loan Account or elsewhere, as the Agent may from time to time elect) of all interest, fees, service charges, costs, expenses, and other debits owed the Agent and each Lender on account of the Liabilities and of all credits against such amounts so owed.
(c)    All credits against the Liabilities shall be conditional upon final payment to the Agent for the account of each Lender of the items giving rise to such credits.  The amount of any item credited against the Liabilities which is charged back against the Agent or any Lender for any reason or is not so paid shall be a Liability and shall be added to the Loan Account, whether or not the item so charged back or not so paid is returned.
(d)    Except as otherwise provided herein, all fees, service charges, costs, and expenses for which the Borrower is obligated hereunder are payable on demand. 
(e)    The Agent, without the request of the Borrower, may advance under the FILO Facility until such time that Availability (FILO) is zero, and thereafter, under the Revolving Credit, any interest, fee, service charge, or other payment to which the Agent or any Lender is entitled from the Borrower pursuant hereto and may charge the same to the Loan Account notwithstanding that such amount so advanced may result in Availability (Revolving Credit) being exceeded.  Such action on the part of the Agent shall not constitute a waiver of the Agent’s or any Lender’s rights and Borrower’s obligations under Section 2-9(b). Any amount which is added to the principal 

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balance of the Loan Account as provided in this Section 2-7(e) shall bear interest, subject to Section 2-10(f), at the Prime Rate.
(f)    Absent manifest error, any statement rendered by the Agent to the Borrower concerning the Liabilities shall be considered correct and accepted by the Borrower and shall be conclusively binding upon the Borrower unless the Borrower provides the Agent with written objection thereto within sixty (60) days from the receipt of such statement, which written objection shall indicate, with particularity, the reason for such objection.  The Loan Account and the Agent’s books and records concerning the loan arrangement contemplated herein and the Liabilities shall be prima facie evidence and proof of the items described therein.
2-8.    The Revolving Credit Notes.  The obligation to repay loans and advances under the Revolving Credit, with interest as provided herein, shall be evidenced by promissory notes (each, a “Revolving Credit Note”) in the form of EXHIBIT 2-8, annexed hereto, executed by the Borrower, one payable to each Lender.  Neither the original nor a copy of a Revolving Credit Note shall be required, however, to establish or prove any Liability.  In the event that a Revolving Credit Note is ever lost, mutilated, or destroyed, upon receipt of an indemnification with respect to the lost Revolving Credit Note from such Lender in form and substance reasonably satisfactory to the Borrower and the Agent, the Borrower shall execute a replacement thereof and deliver such replacement to such Lender.
(b)    The obligation to repay loans and advances under the FILO Facility, with interest as provided herein, shall be evidenced by promissory notes (each, a “FILO Note”) in the form of EXHIBIT 2-8(A), annexed hereto, executed by the Borrower, one payable to each Lender.  Neither the original nor a copy of a FILO Note shall be required, however, to establish or prove any Liability.  In the event that a FILO Note is ever lost, mutilated, or destroyed, upon receipt of an indemnification with respect to the lost FILO Note from such Lender in form and substance reasonably satisfactory to the Borrower and the Agent, the Borrower shall execute a replacement thereof and deliver such replacement to such Lender.
2-9.    Payment of The Loan Account.  
(a)    The Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date.; provided however any prepayment of any FILO Loans may only be made if there are no Revolving Credit Loans outstanding or in connection with a reduction or termination of the Commitments (FILO) in accordance with Section 2-3.  Such payments shall be applied first to Base Rate Loans (which, for the avoidance of doubt shall include the Swing Line Loans in the event Revolving Credit Loans are being repaid) and only then to Eurodollar Loans.
(b)    (i)     The Borrower, without notice or demand from the Agent or any Lender, shall pay the Agent that amount, from time to time, which is necessary so that the unpaid balance of the Loan Account (Revolving Credit) does not exceed Availability (Revolving Credit). Such payments shall be applied first to Base Rate Loans (which, for the avoidance of doubt shall include the Swing Line Loans) and only then to Eurodollar Loans.
(ii)     The Borrower, without notice or demand from the Agent or any Lender, shall pay the Agent that amount, from time to time, which is necessary so that the unpaid balance of the Loan Account (FILO) does not exceed Availability (FILO). Such payments shall be applied first to Base Rate Loans and only then to Eurodollar Loans.

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(c)    Subject to the provisions of Section 7-5(c) hereof, the Agent shall endeavor to cause those applications of payments (if any), pursuant to Sections 2-9(a) and 2-9(b) against Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrower, but shall not have any affirmative obligation to do so nor liability on account of the Agent’s failure to have done so.  In no event shall action or inaction taken by the Agent excuse the Borrower from any indemnification obligation under Section 2-9(e). 
(d)    The Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date.
(e)    The Borrower shall indemnify the Agent and each Lender and hold the Agent and each Lender harmless from and against any loss, cost or expense (excluding loss of anticipated profits) which the Agent or any Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following: 
(i)    Default by the Borrower in payment of the principal amount of or any interest on any Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by the Agent or such Lender to lenders of funds obtained by it in order to maintain its Eurodollar Loans. 
(ii)    Default by the Borrower in making a borrowing or conversion after the Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or FILO Loan or a request to convert a Revolving Credit Loan or FILO Loan from one applicable interest rate to another.
(iii)    The making of any payment on a Eurodollar Loan or the making of any conversion of any such Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Lenders to lenders of funds obtained by it in order to maintain any such Loans as “breakage fees” (so‐called).
2-10.    Interest Rates. 
(a)    Each Revolving Credit Loan and FILO Loan shall bear interest at the Prime Rate plus the respective Applicable Margin for Base Rate Loans unless timely notice is given (as provided in Section 2-5(a)) that the subject Revolving Credit Loan or FILO Loan (or a portion thereof) is, or is to be converted to, a Eurodollar Loan.
(b)    Each Revolving Credit Loan and FILO Loan which consists of a Eurodollar Loan shall bear interest at the Adjusted Eurodollar Rate plus the respective Applicable Margin for Eurodollar Loans.
(c)    Subject to the provisions hereof (including, but not limited to Section 2-2), the Borrower, by notice to the Agent, may cause all or a part of the unpaid principal balance of the Loan Account to bear interest at the Prime Rate or the Adjusted Eurodollar Rate as specified from time to time by the Borrower. 
(d)    The Borrower shall not select, renew, or convert any interest rate for (i) a Revolving Credit Loan such that, in addition to interest at the Prime Rate, there are more than six (6) Interest Periods for Eurodollar Loans applicable to the Revolving Credit Loans at any one time, and (ii) a FILO Loan such that, in addition to interest at the Prime Rate, there are more than three (3) Interest Periods for Eurodollar Loans applicable to FILO Loans at any one time.

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(e)    The Borrower shall pay accrued and unpaid interest on each Revolving Credit Loan and FILO Loan in arrears as follows: 
(i)    On the applicable Interest Payment Date for that Revolving Credit Loan or FILO Loan.
(ii)    On the Termination Date and on the End Date.
(iii)    Following the occurrence, and during the continuance, of any Event of Default, with such frequency as may be determined by the Agent.
(f)    Following the occurrence, and during the continuance, of any Default Interest Event (and whether or not the Agent exercises the Agent’s rights on account thereof), all Revolving Credit Loans and FILO Loans shall bear interest at a rate which is the aggregate of the interest rate then in effect plus two percent (2%) per annum, unless the Agent, with the consent of the Lenders with Required Consent, elects not to exercise its right to increase the interest rate in effect by said two percent (2%) per annum.
(g)    All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).
2-11.    Other Fees.  The Borrower shall pay (i) to the Arranger and the Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter, and (ii) upfront fees agreed to by the Loan Parties and any applicable Lender.  In either case, such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
2-12.    Intentionally Omitted.
2-13.    Line (Unused Fee).
(a)    In addition to any other fee paid by Borrower on account of the Revolving Credit, the Borrower shall pay the Agent, for the account of the Lenders, a Line (Unused) Fee (Revolving Credit) (so referred to herein) in arrears, on the first day of each quarter, commencing with the first quarter immediately following the Effective Date (and on the Termination Date).  The Line (Unused) Fee (Revolving Credit) shall be equal to Applicable Margin for Line (Unused) Fee (Revolving Credit) per annum multiplied by the difference during the quarter just ended (or relevant period with respect to the payment being made on the Termination Date) between Loan Ceiling (Revolving Credit) and the Average Outstandings (Revolving Credit). 
(b)    In addition to any other fee paid by Borrower on account of the FILO Facility, the Borrower shall pay the Agent, for the account of the Lenders, a Line (Unused) Fee (FILO) (so referred to herein) in arrears, on the first day of each quarter, commencing with the first quarter immediately following the First Amendment Effective Date (and on the Termination Date).  The Line (Unused) Fee (FILO) shall be equal to Applicable Margin for Line (Unused) Fee (FILO) per annum multiplied by the difference during the quarter just ended (or relevant period with respect to the payment being made on the Termination Date) between Loan Ceiling (FILO) and the Average Outstandings (FILO). 



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2-14.    Intentionally Omitted
2-15.    Concerning Fees.
The Borrower shall not be entitled to any credit, rebate or repayment of any fees payable under the Fee Letter, the Line (Unused) Fee (Revolving Credit), the Line (Unused) Fee (FILO) or any other fee previously earned by the Agent or any Lender pursuant to this Agreement notwithstanding any termination of this Agreement or suspension or termination of the Agent or any Lender’s respective obligations hereunder, including obligations to make loans and advances hereunder.
2-16.    Agent’s Discretion.
Each reference in the Loan Documents to the exercise of discretion or the like by the Agent shall be to its exercise of its reasonable judgment, in good faith, based upon the Agent’s consideration of any such factor as the Agent reasonably deems appropriate.
2-17.    Procedures For Issuance of L/C’s.
(a)    The Borrower may request that the Agent cause the issuance of L/C’s for the account of the Borrower.  Each such request shall be in such manner as may from time to time be acceptable to the Agent and Issuer.
(b)    Subject to the provisions of Section 2.5(a)(ii), the Agent will endeavor to cause the issuance of any L/C so requested by the Borrower, provided that, at the time that the request is made, the Revolving Credit has not been suspended as provided in Section 2-5(hj) and if so issued:
(i)    The aggregate Stated Amount of all L/C’s then outstanding, does not exceed Forty Million Dollars and No Cents ($40,000,000.00).
(ii)    Subject to the restrictions in clause (iii) below, the expiry date of any standby L/Cs is not more than twelve months from the date of issuance, unless the Agent has approved such expiry date, and the expiry date of any commercial L/C shall be less than 120 days from the date of issuance, unless the Agent has approved such expiry date.
(iii)    The expiry date of such requested L/C must occur at least seven (7) Business Days prior to the Maturity Date, unless either (1) such L/C is cash collateralized on or prior to the date of issuance of such L/C (or such later date as to which the Agent may agree), or (2) the Agent has approved such expiry date.
(iv)    Availability (Revolving Credit) would not be exceeded.
(c)    The Issuer shall not issue any L/C’s hereunder without the prior consent of the Agent if: 
(i)    any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the Issuer from issuing such L/C, or any law applicable to the Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuer shall prohibit, or request that the Issuer refrain from, the issuance of letters 

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of credit generally or such L/C in particular or shall impose upon the Issuer with respect to such L/C any restriction, reserve or capital requirement (for which the Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuer in good faith deems material to it; 
(ii)    the issuance of such L/C would violate one or more policies of the Issuer applicable to letters of credit generally; 
(iii)    such L/C is to be denominated in a currency other than Dollars; provided that if the L/C Issuer, in its discretion, issues an L/C denominated in a currency other than Dollars, all reimbursements by the Borrower of the honoring of any drawing under such L/C shall be paid in the currency in which such L/C was denominated;
(iv)    such L/C contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or 
(v)    a default of any Lender’s obligations to fund obligations related to L/C’s pursuant to the Agency Agreement exists or any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuer’s risk with respect to such Lender. 
(d)    The Borrower shall execute such documentation to apply for and support the issuance of an L/C as may be reasonably required by the Issuer.
(e)    There shall not be any recourse to, nor liability of, the Agent or any Lender on account of
(i)    Any delay by an Issuer to issue an L/C;
(ii)    Any action or inaction of an Issuer on account of or in respect to, any L/C.
(f)    The Borrower shall reimburse the Issuer for the amount of any drawing under an L/C on the same Business Day of such drawing.  The Agent, without the request of the Borrower, may advance under the Revolving Credit (and charge to the Loan Account) the amount of any honoring of any L/C and other amount for which the Borrower, the Issuer, or the Lenders become obligated on account of, or in respect to, any L/C.  Such advance shall be made whether or not a Suspension Event is then extant or such advance would result in Availability’s (Revolving Credit) being exceeded.  Such action shall not constitute a waiver of the Agent’s rights under Section 2-9(b) hereof.
2-18.    Fees For L/C’s.
(a)    The Borrower shall pay to the Agent, for the ratable account of the Lenders, a fee, on account of L/C’s, the issuance of which had been procured by the Agent, quarterly in arrears, and on the Termination Date and on the End Date, equal to the following per annum percentages of the average Stated Amount of the following categories of Letters of CreditL/Cs outstanding during the three month period then ended:



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(i)    Standby L/C and any banker’s acceptances: At a per annum rate equal to the then Applicable Margin for Eurodollar Loans that are Revolving Credit Loans;
(ii)    Commercial L/C: At a per annum rate equal to fifty percent (50%) of the then Applicable Margin for Eurodollar Loans that are Revolving Credit Loans.
(iii)    After the occurrence and during the continuance of an Event of Default, effective upon written notice from the Agent, the L/C fees shall be increased by an amount equal to two percent (2%) per annum.
(b)    In addition to the fee to be paid as provided in Subsection 2-18(a), above, the Borrower shall pay to the Issuer, on demand, all issuance, processing, negotiation, amendment, and administrative fees and other amounts charged by the Issuer on account of, or in respect to, any L/C; provided, that in no event shall any fronting fees payable to Issuer be in excess of 0.125% per annum, computed, with respect to commercial L/C, on the amount of such L/C, and, with respect to standby L/Cs, on the daily amount available to be drawn on such L/C.
2-19.    Cash Collateralization of L/C’s.
 With respect to all L/Cs, upon the Agent’s request after the occurrence, and during the continuance, of any Event of Default hereunder, the Borrower shall deposit in an account with the Agent, an amount in cash equal to 103% of the then Stated Amount of all outstanding L/Cs.  Such deposit shall be held by the Agent as collateral for the payment and performance of the Liabilities.  The Agent shall have the exclusive dominion and control over such account.  Such deposits shall not bear interest.  Monies in such account shall be automatically applied by the Agent to reimburse the Issuer for any honoring of any L/Cs, together with any other amounts owed to the Issuer, and after all L/Cs have been so reimbursed or otherwise expired, any remaining balance shall be applied in reduction of the Liabilities.  In lieu of depositing such cash with the Agent, the Borrower may furnish the Agent with a so-called “back-to-back” letter of credit in form and substance and issued by a bank reasonably satisfactory to the Agent in its sole and absolute discretion, in an amount equal to 103% of the then Stated Amount of all outstanding L/Cs.  Drawings under such “back-to-back” letters of credit shall be applied by the Agent to the Liabilities in the manner set forth above with respect to the cash collateral account.  If no Event of Default then exists, the cash collateral deposited with the Agent and/or the amount of the “back-to-back” letters of credit may be reduced by an amount equal to any reduction from time to time in the Stated Amount of all outstanding L/Cs (other than on account of drawings thereunder).
2-20.    Concerning L/C’s.  
(a)    None of the Issuer, the Issuer’s correspondents, or any advising, negotiating, or paying bank with respect to any L/C shall be responsible in any way for: 
(i)    The performance by any beneficiary under any L/C of that beneficiary’s obligations to the Borrower.
(ii)    The form, sufficiency, correctness, genuineness, authority of any person signing; falsification; or the legal effect of; any documents called for under any L/C if (with respect to the foregoing) such documents on their face appear to be in order, except to the extent that such Issuer, Issuer’s correspondents, or advising, negotiating, or paying bank has actual knowledge of any of the foregoing.  

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(b)    The Issuer may honor, as complying with the terms of any L/C and of any drawing thereunder, any drafts or other documents otherwise in order, but signed or issued by an administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, or other legal representative of the party authorized under such L/C to draw or issue such drafts or other documents.  
(c)    Unless otherwise agreed to, in the particular instance, the Borrower hereby authorizes any Issuer to:
(i)    Select an advising bank, if any. 
(ii)    Select a paying bank, if any.
(iii)    Select a negotiating bank.  
(d)    All directions, correspondence, and funds transfers relating to any L/C are at the risk of the Borrower.  The Issuer shall have discharged the Issuer’s obligations under any L/C which, or the drawing under which, includes payment instructions, by the initiation of the method of payment called for in, and in accordance with, such instructions (or by any other commercially reasonable and comparable method). None of the Agent, the Issuer, or any Lender shall have any responsibility for any inaccuracy, interruption, error, or delay in transmission or delivery by post, telegraph or cable, or for any inaccuracy of translation, except for their gross negligence or willful misconduct.  
(e)    The Agent’s, each Lender’s, and the Issuer’s rights, powers, privileges and immunities specified in or arising under this Agreement are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute or rule of law or contract.  
(f)    Except to the extent otherwise expressly provided hereunder or agreed to in writing by the Issuer and the Borrower, (i) the rules of the ISP shall apply to each standby L/C, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial L/C. 
(g)    If any change in any Requirement of Law, executive order or regulation, or any directive of any administrative or governmental authority (whether or not having the force of law), or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof, shall either:
(i)    impose, modify or deem applicable any reserve, special deposit or similar requirements against letters of credit heretofore or hereafter issued by any Issuer or with respect to which the Agent, any or any Issuer has an obligation to lend to fund drawings under any L/C; or
(ii)    impose on any Issuer any other condition or requirements relating to any such letters of credit;
and the result of any event referred to in Section 2-20(g)(i) or 2-20(g)(ii), above, shall be to increase the cost to any Issuer of issuing or maintaining any L/C (which increase in cost shall be the result of such Issuer’s reasonable allocation among that Issuer’s letter of credit customers of the aggregate of such cost increases resulting from such events), then, upon demand by the Agent and delivery by the Agent to the Borrower of a certificate of an officer 

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of the subject Issuer describing such change in law, executive order, regulation, directive, or interpretation thereof, its effect on such Issuer, and the basis for determining such increased costs and their allocation, the Borrower shall immediately pay to the Agent, from time to time as specified by the Agent, such amounts as shall be sufficient to compensate such Issuer for such increased cost;  provided that the Borrower shall not be obligated to make payment of such amounts which arise from transactions which occurred more than ninety (90) Business Days prior to the Agent’s furnishing notice hereunder.   Any Issuer’s determination of costs incurred under Section 2-20(g)(i) or 2-20(g)(ii), above, and the allocation, if any, of such costs among the Borrower and other letter of credit customers of such Issuer, if done in good faith and made on an equitable basis and in accordance with such officer’s certificate, shall be conclusive and binding on the Borrower, absent manifest error.  
(h)    The obligations of the Borrower under this Agreement with respect to L/C’s are absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof under all circumstances, whatsoever including, without limitation, the following:
(i)    Any lack of validity or enforceability or restriction, restraint, or stay in the enforcement of this Agreement, any L/C, or any other agreement or instrument relating thereto.  
(ii)    Any amendment or waiver of, or consent to the departure from, any L/C.  
(iii)    The existence of any claim, set‐off, defense, or other right which the Borrower may have at any time against the beneficiary of any L/C.  
2-21.    Changed Circumstances.  
(a)    The Agent may give the Borrower notice of the occurrence of the following:
(i)    The Agent shall have determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Eurodollar Loan would otherwise be set, that adequate and fair means do not exist for ascertaining such rate.
(ii)    The Agent shall have determined in good faith (which determination shall be final and conclusive) that:
(A)    The continuation of or conversion of any Revolving Credit Loan or FILO Loan to a Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or compliance by the Agent in good faith with any applicable Requirements of Law or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law).
(B)    The indices on which the interest rates for Eurodollar Loans are based shall no longer represent the effective cost to the Agent or any Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates.



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(b)    In the event that the Agent gives the Borrower notice of an occurrence described in Section 2-21(a), then, until the Agent notifies the Borrower that the circumstances giving rise to such notice no longer apply:
(i)    The obligation of the Agent and each Lender to make Eurodollar Loans of the type affected by such changed circumstances or to permit the Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans or FILO Loans shall be suspended.  
(ii)    Any notice which the Borrower had given the Agent with respect to any Eurodollar Loan, the time for action with respect to which has not occurred prior to the Agent’s having given notice pursuant to Section 2-21(a), shall be deemed to be a request for a Base Rate Loan.
(c)    Notwithstanding the foregoing, each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different lending office if the making of such designation would allow such Lender or its lending office to continue to make Eurodollar Loans.
2-22.    Increased Costs.  If there is adopted after the date hereof any requirement of law, or if there is any new interpretation or application of any law after the date hereof by any court or by any governmental or other authority or entity charged with the administration thereof, whether or not having the force of law, which:
(a)    subjects the Agent or any Lender to any Taxes or changes the basis of taxation, or increases any existing Taxes, on payments of principal, interest or other amounts payable by the Borrower to the Agent or any Lender under this Agreement (except for Taxes on the Agent or any Lender’s overall net income or capital imposed by the jurisdiction in which the Agent or such Lender’s principal or lending offices are located or in which the Agent or such Lender is organized);
(b)    imposes, modifies or deems applicable any reserve, cash margin, special deposit or similar requirements against assets held by, or deposits in or for the account of or loans by or any other acquisition of funds by the relevant funding office of any Lender;
(c)    imposes on any Lender any other condition with respect to any Loan Document; or
(d)    imposes on any Lender a requirement to maintain or allocate capital in relation to the Liabilities;
and the result of any of the foregoing, in the Agent’s reasonable opinion, is to increase the cost to any Lender of making or maintaining any loan, advance or financial accommodation or to reduce the income receivable by any Lender in respect of any loan, advance or financial accommodation by an amount which the Agent deems to be material, then upon the Agent’s giving written notice thereof to the Borrower (such notice to set out in reasonable detail the facts giving rise to and a summary calculation of such increased cost or reduced income), the Borrower shall forthwith pay to the Agent, for the benefit of such Lender, upon receipt of such notice, that amount which shall compensate such Lender for such additional cost or reduction in income, provided that the Borrower shall not be obligated to make payment of such amounts which arise from transactions which occurred more than ninety (90) Business Days prior to the Agent’s furnishing notice hereunder.

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Notwithstanding the foregoing, each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different lending office if the making of such designation would allow such Lender or its lending office to avoid the imposition of such increased costs. 
2-23.    Lenders’ Commitments.
(a)    The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the  assignment of Dollar Commitments and Commitment Percentages with other Persons who determine to become “Lenders”, provided, however, that
(i)    Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender, Affiliate of a Lender, or an Approved Fund of a Lender) shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Agent with written objection, not more than five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment). 
(ii)    Any assignment shall be subject to the prior written consent of the Agent (not to be unreasonably withheld). 
(iii)    Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person; provided that this clause (iii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans.
(iv)    No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender.
(b)    Upon written notice given the Borrower from time to time by the Agent, of any assignment or allocation referenced in Section 2-23(a): 
(i)    The Borrower shall execute one or more replacement Revolving Credit Notes or FILO Notes, as applicable, to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes or FILO Notes, as applicable, so replaced) provided however, in the event that a Revolving Credit Note or FILO Note,  as applicable, is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Agent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes or FILO Notes, as applicable, may issue the Agent’s Certificate confirming the resulting Commitments and Commitment Percentages.
(ii)    Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender 

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is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter.
(iii)    The Agent shall maintain a register identifying the Lenders from time to time.
2-24.    Increase In Commitments (Revolving Credit). 
(a)    Provided no Suspension Event or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Commitment (Revolving Credit) by an amount (for all such requests) not exceeding $75,000,000.0050,000,000.00 in the aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000.00, and (ii) the Borrower may make a maximum of threetwo (32) such requests, and (iii) the Agent has consented to such request, (such consent not to be unreasonably withheld).  At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders.
(b)    Each Lender shall notify the Agent within such time period whether or not it agrees to increase its Commitment (Revolving Credit) and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage (Revolving Credit) of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment (Revolving Credit).  
(c)    The Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made in this Section 2-24.  To achieve the full amount of a requested increase and subject to the approval of the Agent, the Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), to the extent that the existing Lenders decline to increase their Commitments (Revolving Credit), or decline to increase their Commitments (Revolving Credit) to the amount requested by the Borrower, the Agent will use its reasonable efforts to arrange for other Person(s) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Commitment (Revolving Credit) requested by the Borrower and not accepted by the existing Lenders  (each such Person issuing a commitment and becoming a Lender hereunder, an “Additional Commitment Lender”), provided, however, that without the consent of the Agent, at no time shall the Commitment (Revolving Credit) of any Additional Commitment Lender be less than $10,000,000.00.
(d)    If the Commitments (Revolving Credit) are increased in accordance with this Section 2-24, the Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) of such increase (such increase, a “Commitment Increase”).  The Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Commitment Increase and the Increase Effective Date and on such date (i) the Commitments (Revolving Credit) and the Loan Ceiling (Revolving Credit) under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, and (ii) the grid contained in the definition of “Commitment” shall be deemed modified, without further action, to reflect the revised Commitments (Revolving Credit) and Commitment Percentages (Revolving Credit) of the Lenders. 
(e)    As a condition precedent to such increase, (i) the Borrower shall deliver to the Agent a certificate of the Loan Parties dated as of the Increase Effective Date (A) certifying and attaching the resolutions, if necessary, adopted by the Loan Parties approving or consenting to such Commitment Increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such Commitment Increase, (1) the 

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representations and warranties contained in this Agreement the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (2) to the extent such representations and warranties are qualified by materiality, in which case they are true and correct in all respects, (ii) the Borrower, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (iii) the Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders as the Agent, the Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrower shall have paid such arrangement fees to the Agent as the Borrower and Agent may agree; (v) if so requested by the Agent, the Borrower shall deliver to the Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrower reasonably satisfactory to the Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrower and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Suspension Event or Event of Default exists or would arise after giving effect to such Commitment Increase.  The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Commitment Percentages (Revolving Credit) arising from any nonratable increase in the Commitments (Revolving Credit) under this Section 2-24.
(f)    Any Commitment Increase contemplated by the provisions of this Section 2-24 shall, except as otherwise provided for in this Section 2-24, bear interest and be entitled to fees and other compensation on the same basis as all other Commitments (Revolving Credit).
Article 3 - Conditions Precedent:
3-1.    Generally.    As a condition to the effectiveness of this Agreement, each of the documents respectively described in Sections 3-2 through and including 3-5 (each in form and substance reasonably satisfactory to the Agent) shall have been delivered to the Agent, and the conditions respectively described in Sections 3-6 through and including 3-18, shall have been satisfied:
3-2.    Corporate Due Diligence.
(a)    A Certificate of corporate good standing issued by the Secretary of State of each State in which a Loan Party is organized.
(b)    Certificates of due qualification, in good standing, issued by the Secretary(ies) of State of each State in which the nature of a Loan Party’s business conducted or assets owned would reasonably be expected to require such qualification.
(c)    A Certificate of each Loan Party’s Secretary of the due adoption, continued effectiveness, and setting forth the texts of, each corporate resolution adopted in connection with the establishment of the loan arrangement contemplated by the Loan Documents and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents.



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3-3.    Opinion.  An opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Agent. 
3-4.    Additional Documents.  Such additional instruments and documents as the Agent or its counsel reasonably may require or request. 
3-5.    Officers’ Certificates.  Certificate executed by the President and the Chief Financial Officer of the Borrower, satisfactory in form and substance to the Agent, and stating the following: (i) that the representations and warranties made by the Loan Parties to the Agent and Lenders in the Loan Documents are true and complete in all material respects as of the date of such Certificate, except in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects; (ii) that no event has occurred which is or which, solely with the giving of notice or passage of time (or both) would be an Event of Default; (iii) attesting to the Solvency of the Loan Parties as of the Effective Date after giving effect to the transactions contemplated hereby; and (iv) either (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by the Loan Parties and the validity against any such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect.
3-6.    Representations and Warranties.  Each of the representations made by or on behalf of the Loan Parties in this Agreement or in any of the other Loan Documents or in any other report, statement, document, or paper provided by or on behalf of a Loan Party shall be true and complete in all material respects as of the date as of which such representation or warranty was made, except in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects.
3-7.    Borrowing Base Certificate.  The Agent shall have received a Borrowing Base Certificate dated the Effective Date, relating to the month ended on August 31, 2011, and executed by a Responsible Officer of the Borrower. 
3-8.    All Fees and Expenses Paid.  All fees due at or immediately after the first funding under the Revolving Credit and all costs and expenses reasonably incurred by the Agent and Arranger in connection with the establishment of the credit facility contemplated hereby (including the reasonable fees and expenses of counsel to the Agent) shall have been paid (to the extent then invoiced).
3-9.    Financial Projections.  The Agent shall have received and be satisfied with (i) a detailed forecast prepared on a quarterly basis for the period commencing on the Effective Date and ending on or about January 29, 2012 which shall include an Availabilityavailability model, Consolidated income statement, balance sheet, and statement of cash flow, by quarter, each prepared in conformity with GAAP (but for the absence of footnotes and year-end adjustments) and consistent with the Loan Parties’ then current practices, (ii) a detailed forecast prepared on annual basis for the period from January 29, 2012 to the Maturity Date, which shall include a Consolidated income statement, balance sheet, and statement of cash flow, by year, each prepared in conformity with GAAP (but for the absence of footnotes and year-end adjustments) and consistent with the Loan Parties’ then current practices and (iii) such other information (financial or otherwise) reasonably requested by the Agent.
3-10.    Borrower’s Assets.  The Agent shall have received a copy of the results of the Loan Parties’ most recent physical inventory and such results shall be reasonably satisfactory to the Agent.  In addition, the Agent shall be reasonably satisfied that the inventory of each Loan Party is located at such places or is in transit to such Loan Party and is in the amounts and of the quality and value previously represented by the Borrower to the Agent 

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and Lenders and the Agent shall have received such reports, material and other information concerning the inventory and the Loan Parties’ suppliers as shall reasonably satisfy the Agent in its sole discretion.
3-11.    Lien Search.  The Agent shall have received results of searches or other evidence satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) indicating the absence of liens on the assets of the Loan Parties, except for Permitted Encumbrances and liens for which termination statements and releases reasonably satisfactory to the Agent are being tendered concurrently with the establishment of the Revolving Credit.
3-12.    Perfection of Collateral.  The Agent shall have filed all such financing statements and given all such notices as may be necessary for the Agent to perfect its security interest in such of the Collateral as to which the Agent determines to perfect its security interests and to assure its first priority status (subject only to Permitted Encumbrances having priority under applicable Requirements of Law).
3-13.    Insurance.  The Agent shall be reasonably satisfied with the Loan Parties’ insurance arrangements and shall have received all documentation requested in connection with such insurance including, documentation naming the Agent as “loss payee” or “additional insured”, as applicable, under each policy.
3-14.    No Suspension Event.  No Suspension Event shall then exist.
3-15.    No Adverse Change.  No event shall have occurred or failed to occur since April 30, 2011, which occurrence or failure reasonably would be expected to have a Material Adverse Effect.
3-16.    Execution and Delivery of Agreement.  This Agreement shall have been duly executed and delivered by the parties hereto, and shall be in full force and effect and shall be in form and substance satisfactory to the Agent.
3-17.    Availability.   After giving effect to (i) any Revolving Credit Loans made on the Effective Date, (ii) any charges made in connection with the establishment of the credit facility contemplated hereby and (iii) all L/Cs to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $125,000,000.
3-18.    Patriot Act. The Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.
No document shall be deemed delivered to the Agent until received and accepted by the Agent at its head offices in Boston, Massachusetts.  Under no circumstances will this Agreement take effect until executed and accepted by the Agent at said head office.  
Article 4 - General Representations, Covenants and Warranties:
To induce the Agent and each Lender to establish the loan arrangement contemplated herein and to make loans and advances and to provide financial accommodations under the Revolving Credit  and the FILO Facility (each of which loans shall be deemed to have been made in reliance thereupon), the Borrower, in addition to all other representations, warranties, and covenants made by the Borrower in any other Loan Document, makes those representations, warranties, and covenants included in this Agreement.

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4-1.    Payment and Performance of Liabilities.  The Borrower shall pay each Liability when due (or when demanded if payable on demand) and shall promptly, punctually, and faithfully perform each other Liability.  
4-2.    Due Organization ‐ Corporate Authorization ‐ No Conflicts. 
(a)    Each Loan Party presently is and shall hereafter remain in good standing in its State of organization and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect.  
(b)    Each Related Entity as of the date hereofFirst Amendment Effective Date is listed on EXHIBIT 4-2, annexed hereto.  Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.  The Borrower shall provide the Agent with prior written notice of any entity’s becoming or ceasing to be a Related Entity.
(c)    No Loan Party shall change its State of incorporation or its taxpayer identification number without the prior consent of the Agent.
(d)    Each Loan Party has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities.
(e)    The execution and delivery by the Loan Parties of each Loan Document to which it is a party; the Loan Parties’ consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties as contemplated hereby); each Loan Party’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof: 
(i)    Have been duly authorized by all necessary corporate action.
(ii)    Do not, and will not, contravene in any material respect any provision of any (A) Requirement of Law, (B) Material Indebtedness, or (C) the organizational documents of such Loan Party. 
(iii)    Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents.  
(f)    The Loan Documents have been duly executed and delivered by each Loan Party and are the legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting the rights and remedies of creditors generally and except as the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.  

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4-3.    Trade Names. 
(a)    EXHIBIT 4-3, annexed hereto, is a listing of:  
(i)    All names under which the Loan Parties conducted their business within the past five (5) years.  
(ii)    All entities and/or persons with whom the Loan Parties consolidated or merged within the past five (5) years, or from whom the Loan Parties, within the past five (5) years, acquired in a single transaction or in a series of related transactions substantially all of such entity’s or person’s assets. 
(b)    No Loan Party will change its name or conduct its business under any name not listed on EXHIBIT 4-3 except (i) upon not less than twenty‐one (21) days prior written notice (with reasonable particularity) to the Agent and (ii) in compliance with all other provisions of this Agreement.
4-4.    Intellectual Property. 
(a)    EXHIBIT 4-4, annexed hereto, is a listing of (i) all Patents and Trademarks that have been registered by the Loan Parties in the United States Patent and Trademark Office or any similar governmental authority in the United States (including, without limitation, in any state or other political subdivision thereof), (ii) all Copyrights that have been registered by the Loan Parties in the United States Copyright Office or any similar governmental authority in the United States (including, without limitation, in any state or other political subdivision thereof), and (iii) all Licenses to which any Loan Party is a party (whether as licensor or licensee), in each case as of the First Amendment Effective Date.  Each Loan Party owns and possesses, or has the right to use (and will hereafter own, possess, or have such right to use) all patents, all Patents, industrial designs, trademarks, trade names,Trademarks,  trade styles, brand names, service marks, logos, copyrightsCopyrights, trade secrets, know-how, confidential information, and other intellectualIntellectual Property or proprietary property of any third Person necessary for the Loan Parties’ conduct of their respective business.
(b)    The conduct by the Loan Parties of their respective business does not presently infringe in any manner which could reasonably be expected to have a Material Adverse Effect (nor will the Loan Parties conduct their businesses in the future so as to infringe  in any manner which could reasonably be expected to have a Material Adverse Effect) the patents, industrial designs, trademarks, trade names, trade styles, brand names, service marks, logos, copyrights, trade secrets, know-how, confidential information, or other intellectual or proprietary property of any third Person.
4-5.    Locations. 
(a)    The Collateral, and the books, records, and papers of Loan Parties pertaining thereto, are kept and maintained solely at, or in transit to and from, the Loan Parties’ chief executive offices at 
(i)    112 West 34th Street, New York, New York 10120





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(ii)    201 Willowbrook Blvd., Wayne125 Chubb Avenue, Lyndhurst, New Jersey 0747007071  
(iii)    those locations which are listed on EXHIBIT 4-5 annexed hereto, as such EXHIBIT may be amended from time to time, which EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained.  
(b)    No Loan Party shall remove any of the Collateral from said chief executive office or those locations listed on EXHIBIT 4-5 except:
(i)    to accomplish sales of Inventory in the ordinary course of business; or
(ii)    to move Inventory, Equipment and other assets  from one such location to another such location; or 
(iii)    to utilize such of the Collateral as is removed from such locations in the ordinary course of business (such as motor vehicles). 
(iv)    to accomplish other dispositions permitted pursuant to Section 4-12(d) hereof.
(v)    otherwise upon thirty (30) days prior written notice to the Agent.
(c)    Except (i) with respect to Inventory delivered to a processor for finishing, (ii) with respect to Inventory in transit, and (iii) as otherwise disclosed pursuant to, or permitted by, this Section 4-5, no tangible personal property of a Loan Party is in the care or custody of any third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment.
4-6.    Title to Assets. 
(a)    Each of the Loan Parties is, and shall hereafter remain, the owner of, or holder of subsisting license or leasehold rights in and to, the Collateral free and clear of all Encumbrances with the exceptions of the following (the “Permitted Encumbrances”):
(i)    Encumbrances in favor of the Agent.
(ii)    Those Encumbrances (if any) listed on EXHIBIT 4-6, annexed hereto.
(iii)    Purchase money security interests in Equipment to secure Indebtedness otherwise permitted hereby.
(iv)    Encumbrances for Taxes, governmental assessments or charges in the nature of Taxes not yet due or which are being contested in good faith by appropriate proceedings as to which adequate reserves are maintained on the books of the Loan Parties in accordance with GAAP.



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(v)    Encumbrances in respect of property or assets of the Loan Parties imposed by law, which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, customs broker’s, materialmen’s, repairmen’s, and mechanics’ liens and other similar Encumbrances, in each case in respect of obligations not overdue for a period of more than thirty (30) days or which are being contested in good faith by appropriate proceedings.
(vi)    Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation.
(vii)    Encumbrances arising under Capital Leases.
(viii)    Encumbrances resulting from the sale, transfer and assignment of retail Accounts to credit card processors.
(ix)    Deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, all to the extent such obligations are otherwise permitted hereunder.
(x)    Encumbrances on Equipment of a Person which becomes a Subsidiary after the date hereof pursuant to, and Equipment acquired in connection with, a Permitted Acquisition, provided that (A) such Encumbrances existed at the time such Person became a Subsidiary or such Equipment was acquired and were not created in anticipation of the acquisition, and (B) any such Encumbrance does not cover any other assets of such Person after it became a Subsidiary or any other assets of the Loan Parties after such Equipment was acquired, and (C) such Encumbrance does not secure any Indebtedness other than Indebtedness existing immediately prior to the time such Person became a Subsidiary or the time of such acquisition.
(xi)    Encumbrances consisting of the right of setoff of a customary nature or bankers’ liens on amounts on deposit incurred in the ordinary course of business.
(xii)    Encumbrances on goods in favor of customs and revenue authorities which secure the payment of customs duties in connection with the importation of such goods, which obligations are not overdue.
(xiii)    Encumbrances constituting precautionary filings by lessors and bailees with respect to assets which are leased or entrusted to a Loan Party but in which assets such Loan Party has mere possessory rights.
(xiv)    Encumbrances arising from judgments which do not result in an Event of Default under Section 10-11 hereof.
(xv)    Encumbrances (i) arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, rights-of-way, encroachments, minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of real property or (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its real property (in each case other than Capital Leases) that, for each of the Liens in clauses (i) and (ii) above, do not, in the aggregate, 

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materially (x) impair the value or marketability of such real property or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property.
(xvi)    Landlords’ statutory Encumbrances in respect of rent not in default.
(xvii)    Encumbrances of a collection bank on items in the course of collection arising under Section 4-208 of the UCC as in effect in the State of New York or any similar section under any applicable UCC or any similar Requirement of Law of any foreign jurisdiction.
(xviii)    Encumbrances on Intellectual Property of the Loan Parties to the extent securing Indebtedness permitted pursuant to Section 4-7; provided that such Encumbrances (A) do not cover any other assets of the Loan Parties (other than the proceeds and products of such Intellectual Property), and (B) shall be junior and subordinate to the Encumbrances securing the Liabilities and the holder of such Indebtedness shall have entered into an intercreditor and subordination agreement with the Agent on terms reasonably acceptable to the Agent.
provided, however, in all such cases, no Encumbrance shall be considered a ‘Permitted Encumbrance’ to the extent such Encumbrance covers any assets not constituting Collateral unless and until, if requested by the Agent, the Loan Parties shall have used commercially reasonable efforts to cause the holder of such Encumbrance to deliver to the Agent a use and/or access agreement with respect to such assets, which shall be in form and substance reasonably acceptable to the Agent.
(b)    No Loan Party has or shall have possession of any property on consignment.  
(c)    No Loan Party shall acquire or obtain the right to use any Equipment, the acquisition or right to use of which Equipment is otherwise permitted by this Agreement, in which Equipment any third party has an interest, except for:
(i)    Equipment which is merely incidental to the conduct of a Loan Party’s business.
(ii)    Equipment, the acquisition or right to use of which has been consented to by the Agent, which consent may be conditioned upon the Agent’s receipt of such agreement with the third party which has an interest in such Equipment as is satisfactory to the Agent.
(iii)    Equipment, the acquisition of which is permitted pursuant to Section 4-7(c) hereof or which is the subject of an operating lease (but not Capital Leases).
4-7.    Indebtedness.  No Loan Party has or shall hereafter have any Indebtedness with the exceptions of:
(a)    The Liabilities.
(b)    The Indebtedness (if any) listed on EXHIBIT 4-7, annexed hereto.
(c)    Capital Lease obligations and purchase money Indebtedness not to exceed the aggregate principal amount outstanding in excess of $25,000,000.00, and extensions, renewals and refinancings thereof  on terms no less favorable in any material respect to the Loan Parties than the Indebtedness or Capital Lease being refinanced.

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(d)    Subordinated Indebtedness.
(e)    Other Indebtedness not to exceed $50,000,000.00 outstanding at any time.
4-8.    Insurance Policies. 
(a)    EXHIBIT 4-8, annexed hereto, is a schedule of all material insurance policies owned by the Loan Parties or under which the Loan Parties are the named insured as of the date hereofFirst Amendment Effective Date.  Each of such policies is in full force and effect.  None of the issuers (to the Borrower’s knowledge) of any such policy, have provided notice that the Loan Parties are in default or violation of any such policy.
(b)    The Loan Parties shall have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be reasonably satisfactory to the Agent.  The coverage reflected on EXHIBIT 4-8 presently satisfies the foregoing requirements, it being recognized by the Loan Parties, however, that such requirements may change hereafter to reflect changing circumstances.  All insurance carried by the Loan Parties shall provide for a minimum of fourteen (14) days’ written notice of cancellation to the Agent and all such insurance which covers the Collateral shall include an endorsement in favor of the Agent, as lender’s loss payee and additional insured, which endorsement shall provide that the insurance, to the extent of the Agent’s interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of the Loan Parties or by the failure of the Loan Parties to comply with any warranty or condition of the policy.  In the event of the failure by the Loan Parties to maintain insurance as required herein, the Agent, at its option, may obtain such insurance, provided, however, the Agent’s obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Loan Parties’ failure to have maintained such insurance.  The Loan Parties shall furnish to the Agent certificates or other evidence satisfactory to the Agent regarding compliance by the Loan Parties with the foregoing insurance provisions.  
(c)    After the occurrence, and during the continuance, of an Event of Default, the Loan Parties shall each advise the Agent of each claim made by a Loan Party under any policy of insurance which covers the Collateral and will permit the Agent, at the Agent’s option in each instance, to the exclusion of the Loan Parties, to conduct the adjustment of each such claim. The Loan Parties each hereby appoint the Agent as such Loan Party’s attorney in fact, exercisable after the occurrence, and during the continuance, of an Event of Default, to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Agent any and all drafts and other instruments with respect to such insurance.  This appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Agent.  The Agent shall not be liable on account of any exercise pursuant to said power except for any exercise in actual willful misconduct and bad faith.  The Agent may apply any proceeds of such insurance against the Liabilities, whether or not such have matured, in such order of application as the Agent may determine.  
4-9.    Licenses.  Each material license, distributorship, franchise, and similar agreement issued to, or to which a Loan Party is a party is in full force and effect.  To the Borrower’s knowledge, no party to any such license or agreement is in default or violation thereof. No Loan Party has received any notice or threat of cancellation of any such license or agreement.



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4-10.    Leases.  EXHIBIT 4-10, annexed hereto, is a schedule of all presently effective Capital Leases (other than Capital Leases the total obligations under which do not aggregate more than $100,000.00).  EXHIBIT 4-5 includes a list of all other presently effective Leases.  Each of such Leases and Capital Leases presently is in full force and effect.  As of the date hereofFirst Amendment Effective Date, no party to any such Lease or Capital Lease is in default or violation in any material respect of any such Lease or Capital Lease and no Loan Party has received any notice or threat of cancellation of any such Lease or Capital Lease.  Each Loan Party hereby authorizes the Agent at any time and from time to time after the occurrence, and during the continuance, of an Event of Default to contact any of the Loan Party’s landlords in order to confirm the Loan Party’s continued compliance with the terms and conditions of the Lease(s) between such Loan Party and that landlord and to discuss such issues, concerning the Loan Party’s occupancy under such Lease(s), as the Agent may determine.
4-11.    Requirements of Law.  Each Loan Party is in compliance with, and shall hereafter comply with and use its respective assets in compliance with, all Requirements of Law, except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect.  No Loan Party has received any notice of any material violation of any Requirement of Law, which violation has not been cured or otherwise remedied.
4-12.    Maintain Properties.  The Loan Parties each shall:
(a)    Keep the Collateral in good order and repair (ordinary reasonable wear and tear and insured casualty excepted).
(b)    Not suffer or cause the waste or destruction of any material part of the Collateral.
(c)    Not use any of the Collateral in violation of any policy of insurance thereon. 
(d)    Not sell, lease, or otherwise dispose of any of the Collateral, other than the following:
(i)    The sale of Inventory in compliance with this Agreement.
(ii)    asAs long as no Event of Default exists or would arise as a result thereof, the disposal of Equipment which is obsolete, worn out, or damaged beyond repair, which Equipment is replaced to the extent necessary to preserve or improve the operating efficiency of the Loan Parties.
(iii)    The surrender, disposition, or expiration of Collateral (such as trademarks and copyrightsTrademarks and Copyrights, but excluding Eligible Trade Names) no longer used or useful for the conduct of the Loan Parties’ businesses in the ordinary course.    
(iv)    The turning over to the Agent of all Receipts as provided herein.
(v)    The transfer, sale and assignment of retail Accounts to credit card processors. 
 

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4-13.    Pay Taxes/Tax Shelter Regulations. 
(a)    Except as disclosed on EXHIBIT 4-13, (i) all tax returns (federal, state, local or foreign) that relate to or include any Loan Party and that are due on or before the date hereofFirst Amendment Effective Date, taking into account any extensions for the filing thereof, have been or will be prepared and timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such tax returns are or will be correct and complete insofar as they relate to the Loan Parties, and (iii) all Taxes (federal, state, local or foreign) for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been or will be paid in full.
(b)    Each Loan Party has, and hereafter shall: pay, as they become due and payable, all Taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party or by any governmental authority, except to the extent such Taxes are being contested by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAP; properly exercise any trust responsibilities imposed upon a Loan Party by reason of withholding from employees’ pay or by reason of a Loan Party’s receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Parties; and timely file all Tax and other returns and other reports with each governmental authority to whom a Loan Party is obligated to so file, in each case, taking into account any applicable extension periods.  
(c)    At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s Employee Benefit Plan as the Agent, in the Agent’s discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s failure to have made such payment.
(d)    The Borrower does not intend to treat the Revolving Credit, the FILO Facility and the L/Cs and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4).  In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof.  If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Revolving Credit, the FILO Facility and/or its interest in the L/Cs as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent, will maintain the lists and other records required by such Treasury Regulation.
(e)    Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Loan Parties shall be required under Requirements of Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4-14) the Agent, Lenders or Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Loan Parties shall make such deductions 

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and (iii) the Loan Parties shall timely pay the full amount deducted to the relevant applicable governmental authority in accordance with Requirements of Law.
(f)    The Loan Parties shall indemnify the Agent, each Lender and the Issuer, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 4-13) paid by such Agent, such Lender or the Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of the Agent, a Lender or the Issuer, shall be conclusive absent manifest error.
(g)    As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Loan Parties to a governmental authority, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such governmental authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.
(h)    Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Loan Party is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by Requirements of Law or reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by Requirements of Law as will permit such payments to be made without withholding or at a reduced rate of withholding.  Such delivery shall be provided on the Effective Date and on or before such documentation expires or becomes obsolete or after the occurrence of an event requiring a change in the documentation most recently delivered.  In addition, any Lender, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by Requirements of Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Without limiting the generality of the foregoing, in the event that any Loan Party is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(1)     duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(2)     duly completed copies of Internal Revenue Service Form W-8ECI,
(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of  Internal Revenue Service Form W-8BEN, or

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(4)    any other form prescribed by Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Law to permit the Borrower to determine the withholding or deduction required to be made.
(i)    If the Agent, any Lender or the Issuer determines, in its sole discretion, that it has received a refund of any taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section 4-13, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 4-13 with respect to the taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent, such Lender or the Issuer, as the case may be, and without interest (other than any interest paid by the relevant governmental authority with respect to such refund), provided that the Loan Parties, upon the request of such Agent, such Lender or the Issuer, agree to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant governmental authority) to such Agent, such Lender or the Issuer in the event that such Agent, such Lender or the Issuer is required to repay such refund to such governmental authority.  This subsection shall not be construed to require the Agent, any Lender or the Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Loan Parties or any other Person.
4-14.    No Margin Stock.  No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulations U, T, and X of the Board of Governors of the Federal Reserve System of the United States).  No part of the proceeds of any borrowing hereunder will be used at any time to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock.
4-15.    ERISA.  From and after the date hereof, none of the Loan Parties nor any ERISA Affiliate shall, in any manner which could reasonably be expected to have a Material Adverse Effect: 
(a)    Fail to comply in all material respects with any Employee Benefit Plan.  
(b)    Fail timely to file all reports and filings required by ERISA to be filed by a Loan Party.  
(c)    Engage in any non-exempt “prohibited transactions” (as described in ERISA).  
(d)    Engage in, or commit, any act such that a tax or penalty could be imposed upon the Loan Parties on account thereof pursuant to ERISA.  
(e)    Accumulate any material funding deficiency within the meaning of Section 302 of ERISA.  
(f)    Terminate any Employee Benefit Plan such that a lien could be asserted against any assets of the Loan Parties on account thereof pursuant to ERISA.  
(g)    Be a member of, contribute to, or have any obligation under any Employee Benefit Plan which is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.  

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4-16.    Hazardous Materials. 
(a)    Other than matters that could not reasonably be expected to have a Material Adverse Effect, no Loan Party has ever: 
(i)    Been legally responsible for any release or threat of release of any Hazardous Material.
(ii)    Received notification of any release or threat of release of any Hazardous Material from any site or vessel occupied or operated by a Loan Party and/or of the incurrence of any expense or loss in connection with the assessment, containment, or removal of any release or threat of release of any Hazardous Material from any such site or vessel.  
(b)    The Loan Parties each shall: 
(i)    Dispose of any Hazardous Material only in compliance with all Environmental Laws, except for dispositions which could not reasonably be expected to have a Material Adverse Effect.
(ii)    Not store on any site or vessel occupied or operated by a Loan Party and not transport or arrange for the transport of any Hazardous Material, except if such storage or transport is in the ordinary course of the Loan Parties’ business and is in compliance with all Environmental Laws or could not reasonably be expected to have a Material Adverse Effect.  
(c)    The Loan Parties shall provide the Agent with written notice upon such Loan Party obtaining knowledge of any incurrence of any expense or loss by any governmental authority or other Person in connection with the assessment, containment, or removal of any Hazardous Material, for which expense or loss a Loan Party may be liable, other than expense or loss that could not reasonably be expected to have a Material Adverse Effect.  
4-17.    Litigation.  Except as described in EXHIBIT 4-17, annexed hereto, there is not presently pending or threatened by or against the Loan Parties any suit, action, proceeding, or investigation which, if determined adversely to the Loan Parties, would have a material adverse effect upon the Loan Parties’ financial condition or ability to conduct its business as such business is presently conducted or is contemplated to be conducted in the foreseeable future.  
4-18.    Investments.  No Loan Party shall:
(a)    Intentionally Omitted. 
(b)    Intentionally Omitted.
(c)    Intentionally Omitted.
(d)    Merge or consolidate or be merged or consolidated with or into any other corporation or other entity, other than (i) the merger of any of the Borrower’s Subsidiaries with and into the Borrower, and (ii) in connection with any Permitted Acquisitions.

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(e)    Consolidate any of a Loan Party’s operations with those of any other corporation or other entity, except in connection with any Permitted Acquisition.
(f)    Organize or create any Subsidiary, other than in connection with a Permitted Acquisition and only if (i) such Subsidiary guarantees the repayment of the Liabilities and (ii) such Subsidiary grants the Agent a first priority Encumbrance (subject to Permitted Encumbrances having priority under applicable Requirements of Law) on all of its assets, all of the foregoing satisfactory in form and substance to the Agent.
(g)    Subordinate any debts or obligations owed to a Loan Party by any third party to any other debts owed by such third party to any other Person.
(h)    Acquire any assets other than (i) Permitted Acquisitions, (ii) by the making of Capital Expenditures to the extent permitted hereunder, (iii) in the ordinary course and conduct of the Loan Parties business permitted under Section 4-21 hereof, and (iv) Investments in joint ventures not to exceed $10,000,000.00 in the aggregate at any time; provided however Investments in joint ventures may exceed $10,000,000.00 in the aggregate at any time so long as at the time such Investment that would exceed the $10,000,000.00 cap is made, the Payment Conditions have been satisfied. 
4-19.    Loans.  No Loan Party shall make any loans or advances to, nor acquire the Indebtedness of, any Person, provided, however, the foregoing does not prohibit any of the following:  
(a)    Advance payments made to the Loan Parties’ suppliers in the ordinary course.  
(b)    Advances to a Loan Party’s officers, employees, and salespersons with respect to reasonable expenses to be incurred by such officers, employees, and salespersons for the benefit of such Loan Party in the ordinary course of business, which expenses are properly substantiated by the person seeking such advance and properly reimbursable by such Loan Party. 
(c)    Advances on account of sales of Inventory in the ordinary course of business made on credit and all Accounts arising therefrom.
(d)    Provided that the Liquidity Requirement has been satisfied, loans and/or Investment in or to Aeropostale Puerto Rico, Inc. and Aeropostale Canada.
(e)    Loans and/or Investments by one Loan Party to another in the ordinary course of business.
4-20.    Protection of Assets.  The Agent, in the Agent’s reasonable discretion, and from time to time, may discharge any tax or Encumbrance on any of the Collateral, or take any other action that the Agent may deem necessary to repair, insure, maintain, preserve, collect, or realize upon any of the Collateral.  The Agent shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a specific finding in a judicial proceeding (in which the Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Agent had acted in actual bad faith or in a grossly negligent manner.  The Borrower shall pay to the Agent, on demand, or the Agent, in its reasonable discretion, may add to the Loan Account, all amounts paid or incurred by the Agent pursuant to this section.  The obligation of the Borrower to pay such amounts is a Liability.  

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4-21.    Line of Business. No Loan Party shall engage in any business other than the business in which it is currently engaged (which is agreed to be the design, sourcing, marketing, distribution and sale of apparel products and accessories and the licensing of trade names, trademarks and intellectual property to third Persons in connection with the foregoing), any business reasonably related thereto or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto.
4-22.    Affiliate Transactions.  No Loan Party shall make any payment, nor give any value to any Related Entity except for goods and services actually purchased by such Loan Party from, or sold by such Loan Party to, such Related Entity for a price and on terms which shall not be less favorable to the Loan Party from those which would have been charged in an arms-length transaction, except:
(a)     until the occurrence, and during the continuance, of an Event of Default, the Loan Parties may (a) pay management fees at the times and in the amounts, and (b) may maintain and make payments with respect to those transactions, in each case as set forth in EXHIBIT 4-22 hereof;
(b)    transactions in the ordinary course of business among the Loan Parties;
(c)    provided that the Liquidity Requirement has been satisfied, loans to, payments to, or Investments in Aeropostale Puerto Rico, Inc. and Aeropostale Canada.
4-23.    Additional Assurances.
(a)    Except as set forth on EXHIBIT 4-23, no Loan Party is the owner of, nor has it any interest in, any property or asset which, immediately upon the satisfaction of the conditions precedent to the effectiveness of the credit facility contemplated hereby (Article 3) will not be subject to a perfected security or other collateral interest in favor of the Agent (subject only to Permitted Encumbrances) to secure the Liabilities.
(b)    Except as set forth on EXHIBIT 4-23, no Loan Parties will hereafter acquire any asset or any interest in property which is not, immediately upon such acquisition, subject to such a perfected security or other collateral interest in favor of the Agent to secure the Liabilities (subject only to Permitted Encumbrances).
(c)    The Loan Parties shall each execute and deliver to the Agent such instruments, documents, and papers, and shall do all such things from time to time hereafter as the Agent may reasonably request to carry into effect the provisions and intent of this Agreement; to protect and perfect the Agent’s security interests in the Collateral; and to comply in all material respects with all applicable statutes and laws, and facilitate the collection of the Receivables Collateral.  The Loan Parties shall each execute all such instruments as may be reasonably required by the Agent with respect to the recordation and/or perfection of the security interests created herein.  
(d)    Each Loan Party hereby designates the Agent as and for such Loan Party’s true and lawful attorney, with full power of substitution, to sign and file any financing statements in order to perfect or protect the Agent’s security and other collateral interests in the Collateral.
(e)    To the full extent permitted by applicable Requirements of Law, a carbon, photographic, or other reproduction of this Agreement or of any financing statement or other instrument executed pursuant to this Section 4-23 shall be sufficient for filing to perfect the security interests granted herein.



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4-24.    Adequacy of Disclosure.  
(a)    All financial statements for periods after the Effective Date which are furnished to the Agent by the Loan Parties shall be prepared in accordance with GAAP consistently applied and present fairly, in all material respects, the condition of the Loan Parties at the date(s) thereof and the results of operations and cash flows for the period(s) covered.  
(b)    Intentionally Omitted
(c)    As of the First Amendment Effective Date, no Loan Party has any contingent obligations or obligation under any Lease or Capital Lease which is not noted in the Loan Party’s financial statements furnished to the Agent  prior to the execution of this Agreement.  
(d)    No document, instrument, agreement, or paper now or hereafter given the Agent by or on behalf of a Loan Party in connection with the execution of this Agreement by the Agent contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein not misleading.  There is no fact known to a Loan Party which has, or which, in the foreseeable future would reasonably be expected to have, a material adverse effect on the financial condition of the Loan Parties which has not been disclosed in writing to the Agent. 
4-25.    Investments.  As long as no Cash Dominion Event exists, the Loan Parties may make investments consisting of Cash Equivalents maintained at such bank(s) as the Borrower may select.
4-26.    Prepayments of Indebtedness.
No Loan Party will make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:
(a)    as long as no Event of Default has occurred and is continuing or would result therefrom, mandatory payments and prepayments of interest and principal as and when due in respect of any Indebtedness permitted hereunder, excluding any Subordinated Indebtedness;
(b)     payments on account of Subordinated Indebtedness to the extent permitted under any subordination agreement or provisions governing such Indebtedness; 
(c)    voluntary prepayments of Indebtedness permitted hereunder (other than Subordinated Indebtedness) as long as the Payment Conditions are satisfied; and
(d)    refinancings of Indebtedness to the extent permitted under this Agreement. 
4-27.    Other Covenants.  No Loan Party shall indirectly do or cause to be done any act which, if done directly by a Loan Party, would breach any covenant contained in this Agreement.





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4-28.    Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law.  All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 4-28 or as filed with the SEC, no Loan Party is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any governmental authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party is bound.
4-29.    Restricted Payments.
Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permitted so long as no Suspension Event or Event of Default shall have occurred and be continuing prior, or immediately after giving effect, to the following, or would result therefrom:
(a)    each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party;


(b)    the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; and,


(c)    if the Payment Conditions are satisfied, the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire equity interests issued by it, and the Borrower may declare or pay cash dividends to its stockholder.


4-30.    Solvency. After giving effect to the transactions contemplated by this Agreement, and before and after giving effect to each Revolving Credit Loan, FILO Loan and issuance of an L/C, the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.
4-31.    Material Contracts.  

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(a)    ScheduleEXHIBIT 4-31 sets forth all Material Contracts to which any Loan Party is a party or is bound as of the First Amendment Effective Date.  The Loan Parties have delivered true, correct and complete copies of such Material Contracts to the Agent on or before the First Amendment Effective Date.  The Loan Parties are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material Contract.
(b)    From and after the Effective Date, the Loan Parties agree they shall each perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, (b) maintain each such Material Contract in full force and effect except to the extent such Material Contract is no longer used or useful in the conduct of the business of the Loan Parties in the ordinary course of business, consistent with past practices, (c) enforce each such Material Contract in accordance with its terms, and, (d) upon request of the Agent, make such demands and requests for information and reports or for action from any other party to each such Material Contract as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and (e) cause each of its Subsidiaries to do the foregoing except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.
4-32.    Customer Relations. There exists no actual or, to the knowledge of any Loan Party, threatened, termination or cancellation of, or any material adverse modification or change in the business relationship of any Loan Party with any supplier material to its operations.
4-33.    Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for (a) the perfection or maintenance of the liens created hereunder or under any other Loan Document (including the first priority nature thereof) or (b) such as have been obtained or made and are in full force and effect.
4-34.    Amendment of Material Documents. The Loan Parties shall not amend, modify or waive any of a Loan Party’s rights under (a) its organization documents in a manner materially adverse to the Agent, Issuer, or any Lender, or (b) any Material Contract or Material Indebtedness (other than on account of any refinancings permitted pursuant to this Agreement), in each case to the extent that such amendment, modification or waiver would result in a Suspension Event or Event of Default under any of the Loan Documents, would be materially adverse to the Agent, Issuer, or any Lender, or otherwise would be reasonably likely to have a Material Adverse Effect.
4-35.    Use of Proceeds.
4-36.    Compliance with Leases. Except as otherwise expressly permitted hereunder, (a) make all payments and otherwise perform all obligations in respect of all Leases to which any Loan Party or any of its Subsidiaries is a party, keep such Leases in full force and effect (b) not allow such Leases to lapse or be terminated or any rights to renew such Leases to be forfeited or cancelled except in the ordinary course of business, consistent with past practices, (c) notify the Agent of any default by any party with respect to such Leases and cooperate with the Agent in all respects to cure any such default, and (d) cause each of its Subsidiaries to do the foregoing, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

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Article 5 - Financial Reporting and Performance Covenants:
5-1.    Maintain Records.  The Borrower shall, and shall cause each Guarantor to:
(a)    At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ transactions, all in accordance with GAAP, applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and its results of operations for, the periods in question.
(b)    Timely provide the Agent with those financial reports, statements, and schedules required by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year-end adjustments), applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and their results of operations for, the period(s) covered therein.
(c)    At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof.
(d)    At all times, retain Deloitte & Touche LLP, or such other independent certified public accountants who are reasonably satisfactory to the Lender and instruct such accountants to fully cooperate with, and be available to, the Agent to discuss a Loan Party’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Agent.  Agent shall give the Borrower an opportunity to participate in any discussions Agent has with Borrower’s certified public accountant pursuant to this Section 5-1.  
5-2.    Access to Records. 
(a)    The Borrower shall, and shall cause each Guarantor to, afford the Agent and the Agent’s representatives with access from time to time, during normal business hours and, unless an Event of Default exists, upon reasonable notice, as the Agent and such representatives may require to all properties owned by or over which a Loan Party has control.  The Agent and the Agent’s representatives shall have the right, and the Borrower will, and will cause each Guarantor to, permit the Agent and such representatives from time to time as the Agent and such representatives may request, during normal business hours and, unless an Event of Default exists, upon reasonable notice, to examine, inspect, copy, and make extracts from any and all of the Loan Parties’ books, records, electronically stored data, papers, and files pertaining to its business operations, financial information or the Collateral.  The Borrower shall, and shall cause the Guarantor to, make copying facilities reasonably available to the Agent.
(b)    The Borrower for itself, and as the sole shareholder or member, as applicable, of each Guarantor, hereby authorizes the Agent and the Agent’s representatives to:





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(i)    Inspect, copy, duplicate, review, cause to be reduced to hard copy, run off, draw off, and otherwise use any and all computer or electronically stored information or data which relates to the Loan Parties, whether in the possession of a Loan Party or in the possession of any service bureau, contractor, accountant, or other person, (and the Loan Parties each directs any such service bureau, contractor, accountant, or other person fully to cooperate with the Agent and the Agent’s  representatives with respect thereto), provided that, except as set forth in Section 5-10 hereof, such inspections and reviews shall not be undertaken by the Agent as long as no Event of Default then exists and is continuing.
(ii)    Verify at any time the Collateral or any portion thereof, including verification with Account Debtors, and/or with each Loan Party’s computer billing companies, collection agencies, and accountants and to sign the name of the Loan Party on any notice to such Loan Party’s Account Debtors or verification of the Collateral, provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed).  
5-3.    Prompt Notice to Agent. 
(a)    The Borrower shall, and shall cause each Guarantor to, provide the Agent with written notice promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given:  
(i)    Any change in a Loan Party’s executive officers.
(ii)    The completion of any physical count of a Loan Party’s Inventory (together with a copy of the certified results thereof).
(iii)    Any ceasing of any Loan Party making of payment, in the ordinary course, to a material portion (in amount or number) of its creditors.
(iv)    Any failure by a Loan Party to pay rent at any of the locations, which failure continues for more than twenty (20) Business Days following the day on which such rent first came due, except for Leases for such locations which have been terminated or abandoned by a Loan Party and except for amounts subject to a good faith dispute.  
(v)    Any material change in the business, operations, or financial affairs of a Loan Party.
(vi)    The occurrence of any Suspension Event that has not been cured by the Loan Parties or waived by the Agent.
(vii)    Any decision on the part of a Loan Party to discharge a Loan Party’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 5-1(d)).



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(viii)    Any litigation which, if determined adversely to a Loan Party, would reasonably be expected to have a material adverse effect on the financial condition of such Loan Party.  
(ix)    The acquisition by a Loan Party of any Commercial Tort Claim.
(x)    The intention by Borrower to treat the Revolving Credit, the FILO Facility and/or the L/Cs and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), by delivering a duly completed copy of IRS Form 8886 or any successor form.
(b)    The Borrower shall, and shall cause each Guarantor to, provide the Agent, when received by the Borrower or Guarantor, with a copy of any management letter or similar communications from any accountant of the Borrower or Guarantor.
5-4.    Intentionally Omitted.
5-5.    Borrowing Base Certificates.  QuarterlyMonthly, within sevenfifteen (715) days after the end of the Borrower’s prior fiscal quartermonth, the Borrower shall provide the Agent with a certificate in the form of ExhibitEXHIBIT 5-5 (a “Borrowing Base Certificate”) showing the Borrowing Base (Revolving Credit) and Borrowing Base (FILO) as of the close of business on the last day of the Borrower’s immediately preceding fiscal quartermonth, each such Borrowing Base Certificate to be certified as complete and correct on behalf of the Borrower by a Responsible Officer of the Borrower.  Notwithstanding the foregoing, if, at any time, Availability is less than seventy percent (70%) of the lesser of (a) the Commitments and (b) the Borrowing Base, then such Borrowing Base Certificate shall be delivered monthly, within seven (7) days after the end of the Borrower’s fiscal month until such time that the foregoing Availability deficiency does not exist for a period of sixty (60) consecutive days as confirmed by the Agent, upon which, the Borrower’s obligation to deliver Borrowing Base Certificates shall revert to the provisions of the first sentence of this Section 5-5; provided that, if at any time, an Event of Default exists (without, in any way, limiting the Agent’s Rights and Remedies) or if, at any time, the Availability (Revolving Credit) is less than twelve and one-halffifteen percent (12.515%) of the lesser of (a) the Commitments (Revolving Credit) and (b) the Borrowing Base (Revolving Credit), then such Borrowing Base Certificate shall be delivered weekly, on the Wednesday of each such week until such time that the foregoing Availability (Revolving Credit) deficiency described in this proviso does not exist for a period of sixty (60) consecutive days as confirmed by the Agent, upon which, the Borrower’s obligation to deliver Borrowing Base Certificates shall revert to the other provisions of this  Section 5-5, as applicable. 
5-6.    Monthly Reports. Only if a Cash Dominion Event exists, within twenty (20(a)  Within thirty (30) days following the end of each of the Borrower’s fiscal months, the Borrower shall provide the Agent with original counterparts of an internally prepared financial statement of the Loan Parties’ financial condition and the results of their respective operations for, the period ending with the end of the subject month, which financial statement shall include, at a minimum, a balance sheet, income statement (on a “consolidated” basis), cash flow and comparison of same store sales for the corresponding quarter of the then immediately previous year, as well as to the Business Plan, and management’s analysis and discussion of the operating results reflected therein.
(b)    At all times when a Covenant Compliance Event has occurred and is continuing, theThe Borrower shall deliver to the Agent, within seventhirty (730) days after the end of Borrower’s fiscal month, a duly completed compliance certificate signed by a Responsible Officer of the Borrower which (among other things) 

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includes (i) a detailed calculation of the Consolidated Fixed Charge Coverage Ratio, and, and (ii) a certification that no Suspension Event or Event of Default exists or, if any such Suspension Event or Event of Default shall exist, stating the nature and status of such event.
5-7.    Quarterly Reports.  Within forty-five (45) days following the end of each of the Borrower’s fiscal quarters, the Borrower shall provide the Agent with original counterparts of an internally prepared financial statement of the Loan Parties’ financial condition and the results of their respective operations for, the period ending with the end of the subject quarter, which financial statement shall include, at a minimum, a balance sheet, income statement (on a “consolidated” basis), cash flow and comparison of same store sales for the corresponding quarter of the then immediately previous year, as well as to the Business Plan, and management’s analysis and discussion of the operating results reflected therein.  The delivery either electronically or in paper to the Agent of the Borrower’s Form 10Q or Form 10K, as the case may be, which is filed with the Securities and Exchange Commission shall satisfy the Borrower’s obligations under this Section 5-7.
5-8.    Annual Reports.
(a)    Annually, within ninety (90) days following the end of the Borrower’s fiscal year, the Borrower shall furnish the Agent with an original signed counterpart of the Borrower’s Consolidated annual financial statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Borrower’s independent certified public accountants (i.e. said statement shall be “certified” by such accountants).  Such annual statement shall include, at a minimum (with comparative information for the then prior fiscal year) a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.  The delivery either electronically or in paper to the Agent of the Borrower’s Form 10K which is filed with the Securities and Exchange Commission shall satisfy the Borrower’s obligations under this Section 5-8(a).
(b)    No later than the earlier of fifteen (15) days prior to the end of each of the Borrower’s fiscal years or the date on which such accountants commence their work on the preparation of the Borrower’s annual financial statement, the Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Agent) that:
(i)    Such annual financial statement will be delivered by the Borrower to the Agent.
(ii)    It is an intention of the Loan Parties, in their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii)    The Loan Parties have been advised that the Agent and each Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c)    Each annual statement shall be accompanied by such accountant’s Certificate indicating that, in the preparation of such annual statement, such accountants did not conclude that any Suspension Event had occurred during the subject fiscal year (or if one or more had occurred, the facts and circumstances thereof).
5-9.    Fiscal Year. The Borrower shall not change its fiscal year or permit any other Loan Party to change its fiscal year, or the accounting policies or reporting practices of the Loan Parties, except as required by GAAP; provided that, to the extent any such changes are required by GAAP, the Loan Parties shall promptly deliver notice of same to the Agent pursuant to Section 5-3(a)(v) of this Agreement.

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5-10.    Inventories, Appraisals, and Audits.
(a)    The Agent, at the expense of the Borrower, may observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of, and at the request of, a Loan Party. 
(b)    The Loan Parties, at their own expense, shall cause not less than one (1) physical inventory to be undertaken in each twelve (12) month period during which this Agreement is in effect to be conducted by a national third party inventory taker.
(i)    The Loan Parties shall provide the Agent with a copy of the final results of each such inventory (as well as of any other physical inventory undertaken by a Loan Party) within fourteen (14) days following the completion of such inventory.
(ii)    The Borrower shall provide the Agent with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by a Loan Party) to the Loan Party’s books and records within forty-five (45) days following completion of such inventory.
(iii)    The Agent, in its discretion, following the occurrence, and during the continuance, of a Suspension Event or an Event of Default, may cause such additional inventories to be taken as the Agent determines (each, at the expense of the Borrower).
(iv)    The Agent, in its reasonable discretion, may cause such additional inventories to be taken as it deems necessary or appropriate (each at the expense of the Agent and Lenders). 
(c)    Upon the Agent’s request from time to time, the Borrower shall, and shall cause each Guarantor to, permit the Agent to obtain appraisals conducted by such appraisers as are satisfactory to the Agent and using a methodology similar in scope and nature as was undertaken on behalf of the Agent prior to the effectiveness of this Agreement.  Without limiting the foregoing, the Agent may obtain periodic Inventory and Trademark liquidation analyses performed by Hilco/ Valuation Services, Great American Group or another liquidation analysis firm selected by the Agent; provided that the expense for any such appraisals shall be borne by the Agent and Lenders (except as provided in the following three sentences).  At any time after the Aggregate Outstandings exceed, or are anticipated to exceed, $75,000,000.00, theThe Agent may, in its discretion, undertake up to twoone (21) Inventory appraisalsappraisal and up to one (1) Trademark appraisal, in each case at the Loan Parties’ expense, in each twelve (12) month period (each such appraisal, a “Standard Appraisal”).  Notwithstanding the foregoing, to the extent the average Aggregate Outstandings for any thirty (30) day period exceed, or are anticipated to exceed $50,000,000.00 prior to the date of the first Standard Appraisal,that Availability (Revolving Credit) is at any time less than fifty percent (50%) of the lesser of the Commitments (Revolving Credit) or the Borrowing Base (Revolving Credit), then the Agent may, in its discretion, undertake the first of itsup to two (2) permitted Inventory appraisals for such twelve (12) month periodand up to two (2) Trademark appraisals, in each case at the Loan Parties’ expense (up to $25,000.00), despite the fact the Aggregate Outstandings have not reached the threshold outlined in the preceding sentence, in each subsequent twelve (12) month period.  The Agent may cause additional Inventory appraisals and Trademark appraisals to be undertaken (i) as Agent, using its reasonable discretion, deems necessary or appropriate, at the Lenders’ expense, or (ii) if required by applicable Requirements of Law or if a Suspension Event or Event of Default has occurred and is continuing, at the expense of the Borrower.

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(d)    Upon the Agent’s request from time to time, the Borrower shall, and shall cause each other Loan Party to, permit the Agent to conduct commercial finance audits of the Borrower’s and the other Loan Parties’ books and records using a methodology similar in scope and nature as was undertaken on behalf of the Agent prior to the effectiveness of this Agreement, provided that the expense for any such audits shall be borne by the Agent and Lenders (except as provided in the final twofollowing three sentences of this clause).  At any time after the Aggregate Outstandings exceed, or are anticipated to exceed, $75,000,000.00, the Agent shall have the right to).  The Agent may, in its discretion, undertake up to one (1) audit at the Loan Parties’ expense, in each twelve (12) month period.  Notwithstanding the foregoing, to the extent that Availability (Revolving Credit) is at any time less than fifty percent (50%) of the lesser of the Commitments (Revolving Credit) or the Borrowing Base (Revolving Credit), then the Agent may, in its discretion, undertake up to two (2) audits, at the Loan Parties’ expense, in each subsequent twelve (12) month period.  The Agent may cause additional audits to be undertaken (i) as Agent, using its reasonable discretion, deems necessary or appropriate, at the Agent and Lenders’ expense, or (ii) if required by applicable Requirements of Law or if a Suspension Event or Event of Default has occurred and is continuing, at the expense of the Borrower.
5-11.    Additional Financial Information. 
(a)    In addition to all other information required to be provided pursuant to this Article 5, the Borrower promptly shall provide the Agent (and shall cause each other Loan Party and any other guarantor of the Liabilities to also provide the Agent), with such other and additional information concerning the Borrower or Guarantors, the Collateral, the operation of the Borrower’s or Guarantors’ business, and the Borrower’s or Guarantors’) financial condition, including original counterparts of financial reports and statements, as the Agent may from time to time reasonably request from the Borrower. 
(b)    The Borrower may provide the Agent, at the Agent’s discretion, from time to time hereafter, with updated projections of the Loan Parties’ anticipated performance and operating results.  
(c)    In all events, the Borrower, no sooner than ninety (90) nor later than thirty (30) days prior to the end of each of the Borrower’s fiscal years, shall furnish the Agent with an updated and extended balance sheet, income statement, cash flow statement (including anmodels of Availability model(Revolving Credit) and Availability (FILO)), prepared on a monthly basis and which shall go out at least through the end of the then next fiscal year. Together with such updated and extended projections, the Borrower shall deliver to the Agent a description of the methodology and assumptions upon which the projections were prepared.
(d)    The Loan Parties each recognizes that all appraisals, inventories, analysis, financial information, and other materials which the Agent may obtain, develop, or receive with respect to the Loan Parties is confidential to the Agent and that, except as otherwise provided herein, no Loan Party is entitled to receipt of any of such appraisals, inventories, analysis, financial information, and other materials, nor copies or extracts thereof or therefrom.
5-12.    Consolidated Fixed Charge Coverage Ratio.Availability (Revolving Credit).    During the continuance of a Covenant Compliance Event, theThe Borrower shall not permit the Consolidated Fixed Charge Coverage Ratio (calculated as of the first day of any Covenant Compliance Event, and as of the last day of each month during such Covenant Compliance Event) to be less than 1.0:1.0.Availability (Revolving Credit), at any time, to be less than the lesser of 10% of the Borrowing Base (Revolving Credit) or the Commitments (Revolving Credit).

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Article 6 - Use and Collection of Collateral:
6-1.    Use of Inventory Collateral. 
(a)    The Borrower shall not, and shall cause each other Loan Party not to engage in any sale of the Inventory other than for fair consideration in the conduct of the Borrower’s or any other Loan Party’s business in the ordinary course (other than promotions, markdowns, and discounts in the ordinary course of business) nor shall either engage in sales or other dispositions to creditors in reduction or satisfaction of such creditors’ claims; sales or other dispositions in bulk; or any use of any of the Inventory in breach of any provision of this Agreement. Notwithstanding the foregoing, the Loan Parties may “job-out” end of season and slow-moving Inventory, provided that the Inventory so disposed of does not exceed five percent (5%) of the Loan Parties’ aggregate retail receipts in any fiscal year.
(b)    No sale of Inventory shall be on consignment, approval, or under any other circumstances such that, with the exception of the Loan Parties’ customary return policy applicable to the return of inventory purchased by the Loan Parties’ retail customers in the ordinary course, such Inventory may be returned to the Loan Parties without the consent of the Agent.  
6-2.    Adjustments and Allowances.  A Loan Party may grant such allowances or other adjustments to the such Loan Party’s Account Debtors as the Loan Party, respectively, may reasonably deem to accord with sound business practice, provided, however, the authority granted the Loan Parties pursuant to this Section 6-2 may be limited or terminated by the Agent at any time after the occurrence, and during the continuance, of an Event of Default in the Agent’s discretion.
6-3.    Validity of Accounts. 
(a)    The amount of each Account shown on the books, records, and invoices of the Loan Parties represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan Party. 
(b)    The Agent, from time to time (at the expense of the Borrower in each instance), may verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s Account Debtors), and with each Loan Party’s accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Agent and to provide the Agent with such information and materials as the Agent may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed). 
(c)    No Loan Party has knowledge of any impairment of the validity or collectibility of any of the Accounts (other than customary adjustments and chargebacks in the ordinary course of business) and shall notify the Agent of any such fact immediately after a Loan Party becomes aware of any such impairment.  
(d)    Except as set forth in EXHIBIT 6-3, no Loan Party shall post any bond to secure a Loan Party’s performance under any agreement to which a Loan Party is a party nor cause any surety, guarantor, or other 

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third party obligee to become liable to perform any obligation of a Loan Party (other than to the Agent) in the event of Loan Party’s failure so to perform, if the amount of any such bond or other obligation of a Loan Party exceeds $50,000 in any one instance, and after giving effect to all existing bonds and obligations permitted hereunder, the aggregate amount thereof does not exceed $1,000,000.
6-4.    Notification to Account Debtors.  The Agent shall have the right at any time after the occurrence, and during the continuance, of an Event of Default, to notify any of a Loan Party’s Account Debtors to make payment directly to the Agent and to collect all amounts due on account of the Collateral.  
Article 7 - Cash Management. Payment of Liabilities:
7-1.    Depository Accounts.  
(a)    Annexed hereto as EXHIBIT 7-1 is a Schedule of all present DDAs, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) of the account(s) maintained with such depository; and (iii) a contact person at such depository.
(b)    To the extent not previously delivered to the Agent, the Borrower shall, and shall cause each Guarantor to, deliver to the Agent, as a condition to the effectiveness of this Agreement: 
(i)    at the request of the Agent, notification, executed on behalf of the Borrower or Guarantor, as applicable, to each depository institution with which any DDA is maintained (other than the Operating Account), in form reasonably satisfactory to the Agent, of the Agent’s interest in such DDA;
(ii)    an agreement (generally referred to as a “Blocked Account Agreement”), in form reasonably satisfactory to the Agent, with any depository institution at which a Blocked Account is maintained;
(iii)    an agreement, in form reasonably satisfactory to the Agent, with any depository institution at which the Operating Account is maintained.
(c)    No Loan Party will establish any DDA hereafter unless, contemporaneous with such establishment, such Loan Party, delivers to the Agent notice of same.
7-2.    Credit Card Receipts.  
(a)    Annexed hereto as EXHIBIT 7-2 is a Schedule which describes all arrangements to which each Loan Party is a party with respect to the payment to such Loan Party, of the proceeds of all credit card charges for sales by the Loan Party.
(b)    To the extent not previously delivered to the Agent, the Borrower shall, and shall cause each Guarantor to, deliver to the Agent, as a condition to the effectiveness of this Agreement, notifications, executed on behalf of the Borrower or such Guarantor, as applicable, to each of the Borrower’s and Guarantor’s credit card clearinghouses and processors of notice (in form satisfactory to the Agent), which notice provides that payment of all credit card charges submitted by the Borrower or Guarantor to that clearinghouse or other processor and any other amount payable to the Borrower or Guarantor by such clearinghouse or other processor shall be directed to the Concentration Account or as otherwise designated from time to time by the Agent.  Neither the Borrower nor 

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any Guarantor shall change such direction or designation except upon and with the prior written consent of the Agent.
7-3.    The Concentration, Blocked, and Operating Accounts.  
(a)    The following checking accounts have been or will be established (and are so referred to herein):
(i)    The Concentration Account: Established by the Borrower with Bank of America, N.A.
(ii)    The Blocked Account: Established by the Borrower with Bank of America, N.A.
(iii)    The Operating Account:  Established by the Borrower with Bank of America, N.A. 
(b)    The contents of each DDA, of the Operating Account, and of the Blocked Account constitute Collateral and Proceeds of Collateral. The contents of the Concentration Account constitute Collateral and Proceeds of Collateral.
(c)    The Loan Parties:
(i)    To the extent not previously delivered to the Agent, contemporaneously with the execution of this Agreement, shall provide the Agent with such agreement (generally referred to as a “Blocked Account Agreement”) of the depository with which the Blocked Account and Concentration Account are maintained as may be reasonably satisfactory to the Agent;
(ii)    To the extent not previously delivered to the Agent, contemporaneously with the execution of this Agreement, shall provide the Agent with such agreement of the depository with which the Operating Account is maintained as may be reasonably satisfactory to the Agent; and 
(iii)    Shall not establish any Blocked Account or Operating Account hereafter except upon not less than thirty (30) days prior written notice to the Agent and the delivery to the Agent of a similar such agreement.
(d)    The Loan Parties shall pay all fees and charges of, and maintain such impressed balances as may be required by the Agent or by any bank in which any account is opened as required hereby (even if such account is opened by and/or is the property of the Agent).
7-4.    Proceeds and Collection of Accounts. 
(a)    All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties for the Agent; shall not be commingled with any of a Loan Party’s other funds; and shall be deposited and/or transferred only to the Blocked Account.

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(b)    After the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the, and shall cause each Guarantor to, ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of 
(i)    the then current contents of each DDA (other than the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and
(ii)    the proceeds of all credit card charges not otherwise provided for pursuant hereto.  
Telephone advice (confirmed by written notice) shall be provided to the Agent on each Business Day on which any such transfer is made.
(c)    After the occurrence and during the continuance of a Cash Dominion Event, whether or not any Liabilities are then outstanding, the Loan Parties shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained.  
(d)    After the occurrence and during the continuance of a Cash Dominion Event, in the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party for the Agent and shall not be commingled with any of the Loan Party’s other funds or deposited in any account of the Loan Party other than as instructed by the Agent.
7-5.    Payment of Liabilities.
(a)    On each Business Day, the Agent shall apply, towards the Liabilities, the then collected balance of the Concentration Account (net of fees charged, and of such impressed balances as may be required by the bank at which the Concentration Account is maintained).
(b)    The following rules shall apply to deposits and payments under and pursuant to this Agreement:
(i)    Funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that notice of such deposit is available to the Agent by 2:00 PM on that Business Day.  
(ii)    Funds paid to the Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is available to the Agent by 2:00PM on that Business Day.  
(iii)    If notice of a deposit to the Concentration Account (Section 7-5(b)(i)) or payment (Section 7-5(b)(ii)) is not available to the Agent until after 2:00PM on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 AM on the then next Business Day.

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(iv)    All deposits to the Concentration Account and other payments to the Agent are subject to clearance and collection.
(c)    All payments shall be applied First to pay Liabilities other than (i) the principal balance of the Loan Account, and (ii) interest accrued in respect of FILO Loans; Second, in reduction of the Swing Line Loans until paid in full, Third, in reduction of the remaining Base Rate Loans consisting of Revolving Credit Loans until paid in full, and; Fourth, in reduction of Eurodollar Loans consisting of Revolving Credit Loans until paid in full, together with any amounts which become due as a result of such payment pursuant to Section 2-7(e) hereof; Fifth, in reduction of interest accrued in respect of FILO Loans until paid in full; Sixth, in reduction of Base Rate Loans consisting of FILO Loans until paid in full; Seventh, in reduction of Eurodollar Loans consisting of FILO Loans until paid in full, together with any amounts which become due as a result of such payment pursuant to Section 2-7(e) hereof; provided that at the Borrower’s option, as long as no Event of Default then exists, the Borrower shall have the right, in lieu of making a prepayment on account of the Eurodollar Loans, to cause any amounts in excess of the sums required to pay the Liabilities described in clauses First, Second, and Third, Fifth and Sixth above, to be deposited with the Agent and held as collateral for the Liabilities and applied to the payment of the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto, in order of maturity of such Interest Periods (or upon the occurrence, and during the continuance, of an Event of Default, to the Liabilities in such order and manner as the Agent, in its discretion, shall determine).  Notwithstanding anything to the contrary contained herein, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the Liabilities otherwise set forth above in this Section.
(d)    The Agent shall transfer to the Operating Account any surplus in the Concentration Account remaining after the application towards the Liabilities referred to in Section 7-5(a), above (less those amount which are to be netted out, as provided therein) provided, however, in the event that both (i) a Suspension Event has occurred and is continuing, and (ii) one or more L/C’s are then outstanding, the Agent may establish a funded reserve of up to 103% of the aggregate Stated Amounts of such L/C’s.
(e)    To the extent this Agreement provides that the Agent shall have sole discretion in the application of proceeds of any collection, sale or disposition of the Collateral, or in the application of any other payments received pursuant to this Agreement, the Agent and Borrower acknowledge and agree that such rights may be subject to the terms and conditions of the Agency Agreement.
7-6.    The Operating Account. Except as otherwise specifically provided in, or permitted by, this Agreement, all checks shall be drawn by the Loan Parties upon, and other disbursements shall be made by the Loan Parties solely from, the Operating Account.  Until the occurrence, and during the continuance, of a Cash Dominion Event, as provided in the agreement with the depository with which the Operating Account has been established, the Agent shall not be entitled to exercise any dominion or control over the funds in the Operating Account. 









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Article 8 - Grant of Security Interest:
8-1.    Grant of Security Interest.  To secure the Borrower’s prompt, punctual, and faithful performance of all and each of the Liabilities, the Borrower hereby grants to the Agent, for the ratable benefit of itself and the other Credit Parties, a continuing security interest in and to, and assigns to the Agent, for the ratable benefit of itself and the other Credit Parties (and ratifies and confirms the Borrower’s prior grant of a security interest to Agent as “lender” pursuant to the Existing Loan Agreement, in and to) the following, and each item thereof, whether now owned or now due, or in which the Borrower has an interest, or hereafter acquired, arising, or to become due, or in which the Borrower obtains an interest, and all products, Proceeds, substitutions, and accessions of or to any of the following (all of which, together with any other property in which the Agent may in the future be granted a security interest, is referred to herein as the “Collateral”):
(a) (a)  All Accounts, Accounts Receivable, and Deposit Accounts;
(b) (b) All Inventory;
(c) (c) All General Intangibles, including, without limitation, (i) all Intellectual Property, and (ii) all Payment Intangibles arising from Accounts Receivable, or the sale of, or providing of, Inventory or services;
(d) (d) All Equipment, Goods, Fixtures, Chattel Paper, which, in each case, arise from Accounts Receivable, or the sale of, or providing of, Inventory or services;
(e) (e) All books, records, and information relating to the Collateral and/or to the operation of the Borrower’s business, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained, which, in each case, arise from any ‘Collateral’ described in clauses (a) through (d) above;
(f) (f) All Investment Property, Instruments, Documents, policies and certificates of insurance, deposits, impressed accounts, compensating balances, money, cash, or other property, which, in each case, arise from any ‘Collateral’ described in clauses (a) through (d) above;
(g) (g) All Letter of Credit Rights and Supporting Obligations, which, in each case, arise from any ‘Collateral’ described in clauses (a) through (d) above;
(h) (h) All Commercial Tort Claims which arise from any ‘Collateral’ described in clauses (a) through (d) above;
(i) (i) All insurance proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and credit insurance, whether any of such proceeds, refunds, and premium rebates arise out of any of the foregoing (8-1(a) through 8-1(h)).; and
(j) (j) All liens, guaranties, rights, remedies, and privileges pertaining to any of the foregoing (8-1(a) through 8-1(i)), including the right of stoppage in transit.
provided that, the Collateral shall not include leases or licenses and rights thereunder to the extent of enforceable anti-assignment provisions therein contained which have not been waived, provided, however, that in 

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no event shall the foregoing be construed to exclude from the security interest created by this Agreement, proceeds or products of any such leases or licenses or any accounts receivable or the right to payments due or to become due the Borrower under any such lease or license.  
8-2.    Extent and Duration of Security Interest.  This grant of a security interest is in addition to, and supplemental of, any security interest previously granted by the Borrower to the Agent and shall continue in full force and effect applicable to all Liabilities, until all Liabilities have been paid and/or satisfied in full (other than indemnities not then due and payable, which survive repayment of the Revolving Credit Loans and the L/Cs and termination of the Commitments) and the security interest granted herein is specifically terminatedthe End Date and the specific termination in writing by a duly authorized officer of the Agent (which the Agent agrees to do upon payment and satisfaction of all such Liabilities).on the End Date) of the security interest granted herein. 
8-3.    Use of Assets.    Without limiting any other rights or remedies of the Agent hereunder, the Borrower and each other Loan Party hereby covenant and agree that Agent shall, in connection with the disposition of the Collateral, following any Event of Default, have an irrevocable license to use any assets of the Loan Parties (in addition to those assets constituting Collateral), including all general intangibles, furniture, fixtures and equipment contained in any premises owned or occupied by any Loan Party without cost, subject to the rights, if any, of third parties in such other assets.  Neither the Agent nor any Lender shall have any obligation or liability with respect to the use of any assets of the Loan Parties, except with respect to the gross negligence or willful misconduct of the Agent or such Lender.  
Article 9 - Agent As Borrower’s Attorney-In-Fact:
9-1.    Appointment as Attorney‐In‐Fact.  The Borrower hereby irrevocably constitutes and appoints the Agent as the Borrower’s true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the sole benefit of the Agent. The rights and powers granted the Agent by this appointment include but are not limited to the right and power to: 
(a)    Prosecute, defend, compromise, or release any action relating to the Collateral.  
(b)    Sign change of address forms to change the address to which the Borrower’s mail is to be sent to such address as the Agent shall designate; receive and open the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the Borrower, or other legal representative of the Borrower whom the Agent determines to be the appropriate person to whom to so turn over such mail.
(c)    Endorse the name of the Borrower in favor of the Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.
(d)    Sign the name of the Borrower on any notice to the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the Borrower’s name on any Proof of Claim in Bankruptcy 

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against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts.
(e)    Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower is a beneficiary.
(f)    Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrower.
(g)    Use, license or transfer any or all General Intangibles of the Borrower.
9-2.    No Obligation to Act.  The Agent shall not be obligated to do any of the acts or to exercise any of the powers authorized by Section 9-1 herein, but if the Agent elects to do any such act or to exercise any of such powers, it shall not be accountable for more than it actually receives as a result of such exercise of power, provided that, if the Agent elects to use or license any General Intangibles of the Borrower consisting of trademarks, copyrights or similar property, the Agent shall use reasonable efforts to preserve and maintain any such trademark, copyright or similar property (but nothing contained herein shall obligate the Agent or any Lender to undertake (or refrain from undertaking) any specific action with respect thereto).  Neither the Agent or any Lender shall be responsible to the Borrower for any act or omission to act pursuant to Section 9-1, except to the extent that the subject act or omission to act had been grossly negligent or in actual bad faith.
Article 10    - Events of Default:
The occurrence of any event described in this Article 10 shall constitute an “Event of Default” herein.  Upon the occurrence of any Event of Default described in Section 10-13, any and all Liabilities shall become due and payable without any further act on the part of the Agent or any Lender.  Upon the occurrence, and during the continuance, of any other Event of Default, any and all Liabilities shall become immediately due and payable, at the option of the Agent and without notice or demand.  The occurrence and continuance of any Event of Default shall also constitute, without notice or demand, a default under all other Loan Documents, whether such Loan Documents now exist or hereafter arise.  
10-1.    Failure to Pay Revolving Credit and or FILO Facility.  The failure by the Borrower to pay any principal amount when due under the Revolving Credit and or the FILO Facility.  
10-2.    Failure To Make Other Payments.  The failure by the Borrower to pay when due (or upon demand, if payable on demand) any payment Liability within five (5) days of the date when due other than the principal amount under the Revolving Credit and or the FILO Facility.
10-3.    Failure to Perform Covenant or Liability (No Grace Period).  The failure by the Loan Parties to promptly, punctually, faithfully and timely perform, discharge, or comply with any covenant or Liability not otherwise described in Section 10-1 or Section 10-2 hereof, and included in any of the following provisions hereof:
	
					
	 
	Section
	Relates to
	:
	 

	 
	4-5
	Location of Collateral
	 
	 

	 
	4-6
	Title to Assets
	 
	 

	 
	4-7
	Indebtedness
	 
	 





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	4-8(b)
	Insurance Policies
	 
	 

	 
	4-29
	Restricted Payments
	 
	 

	 
	4-30
	Solvency
	 
	 

	 
	4-34
	Amendment of Material Documents
	 

	 
	5-12
	Consolidated Fixed Charge Coverage Ratio Availability 

	 
	(Revolving Credit)
	 
	 

	 
	6
	Use of Collateral
	 
	 

	 
	Article 7
	Cash Management
	 
	 




10-4.    Failure to Perform Covenant or Liability (Limited Grace Period).  The failure by the Loan Parties to promptly, punctually and faithfully perform, discharge, or comply with any covenant under Sections 4-13, 4-22, 4-23, and Article 5 hereof (except as  to Section 5-12, which is governed by the provisions of Section 10-3 above and Section 5-5, but only to the extent governed by the provisions of Section 10-5 below), in each instance within five (5) days after the date on which such covenant was to have been performed, discharged, or complied with.
10-5.    Failure to Deliver Borrowing Base Certificates.  At any time when the Borrower is required to deliver weekly Borrowing Base Certificates pursuant to Section 5-5 of this Agreement, the failure of the Borrower to deliver any such Borrowing Base Certificate within one (1) Business Day of the date when due. 
10-6.    Failure to Perform Covenant or Liability (Grace Period).  The failure by the Loan Parties to promptly, punctually and faithfully perform, discharge, or comply with any covenant hereunder or under any other Loan Document or with any Liability not described in any of Sections 10-1, 10-2, 10-3 or 10-4 hereof, in each instance within fifteen (15) days after the date on which such covenant was to have been performed, discharged, or complied with.
10-7.    Misrepresentation.  Any representation, warranty or certification at any time made by the Borrower to the Agent and/or Lenders is not true or complete in all material respects when given.
10-8.    Default of Other Debt.  The occurrence of any event such that any Material Indebtedness could then be accelerated (whether or not the subject creditor takes any action on account of such occurrence), provided that if such event is waived in writing by the holder of the Indebtedness prior to the exercise of remedies by the Agent hereunder, the occurrence of such event shall not constitute an Event of Default hereunder.
10-9.    Default of Leases.  The occurrence of any event such that any Lease or Leases of the Borrower could then be terminated (whether or not any or all of the subject lessors take any action on account of such occurrence) and such termination (individually or together with all other such terminations) could reasonably likely have a Material Adverse Effect, provided that if such event is waived in writing by the subject lessors prior to the exercise of remedies by the Agent hereunder, the occurrence of such event shall not constitute an Event of Default hereunder.
10-10.    Uninsured Casualty Loss.  The occurrence of any uninsured loss, theft, damage, or destruction of or to any material portion of the Collateral, having an aggregate value in excess of $1,500,000.00.
10-11.    Judgment.  Restraint of Business. 
(a)    The entry of any uninsured judgment against the Borrower, in excess of $5,000,000.00, 

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individually or in the aggregate, which judgment is not satisfied (if a money judgment) or appealed from (with execution or similar process stayed) within thirty (30) days of its entry.
(b)    The entry of any order or the imposition of any other process having the force of law, in either case applicable specifically to the Borrower, the effect of which is to restrain in any material adverse way the conduct by the Borrower of its business in the ordinary course, which order is not dissolved within ten (10) days of its imposition.
10-12.    Business Failure.  Any act by, against, or relating to the Borrower, or its property or assets, which act constitutes the application for, consent to, or sufferance of the appointment of a receiver, trustee, or other person, pursuant to court action or otherwise, over all, or any material part of the Borrower’s property; the granting of any trust mortgage or execution of an assignment for the benefit of the creditors of the Borrower generally; the offering by or entering into by the Borrower of any composition, extension, or any other arrangement seeking relief generally from or extension of the debts of the Borrower; or the initiation of any judicial or non‐judicial proceeding or agreement by, against, or including the Borrower which seeks or intends to accomplish a reorganization or arrangement with creditors, provided that, if such proceeding is initiated against the Borrower, an Event of Default shall not arise hereunder unless such proceeding is not timely contested in good faith by the Borrower by appropriate proceedings or, if so contested, is not dismissed within sixty (60) days of when initiated; and/or the initiation by or on behalf of the Borrower of the liquidation or winding up of all or any material part of the Borrower’s business or operations.
10-13.    Bankruptcy.  The failure by the Borrower to generally pay the debts of the Borrower as they mature; adjudication of bankruptcy or insolvency relative to the Borrower; the entry of an order for relief or similar order with respect to the Borrower in any proceeding pursuant to the Bankruptcy Code or any other federal bankruptcy law; the filing of any complaint, application, or petition by the Borrower initiating any matter in which the Borrower is or may be granted any relief from its debts generally pursuant to the Bankruptcy Code or any other insolvency statute or procedure of general application; the filing of any complaint, application, or petition against the Borrower initiating any matter in which the Borrower is or may be granted any relief from its debts generally pursuant to the Bankruptcy Code or any other insolvency statute or procedure of general application, which complaint, application, or petition is not timely contested in good faith by the Borrower by appropriate proceedings or, if so contested, is not dismissed within sixty (60) days of when filed.  
10-14.    Indictment ‐ Forfeiture.  Any Loan Party is (A) criminally indicted or convicted of a felony for fraud or dishonesty in connection with the Loan Parties’ business, or (B) charged by a governmental authority under any law that would reasonably be expected to lead to forfeiture of any material portion of Collateral, or (ii) any director or senior officer of any Loan Party is (A) criminally indicted or convicted of a felony for fraud or dishonesty in connection with the Loan Parties’ business, unless such director or senior officer promptly resigns or is removed or replaced or (B) charged by a governmental authority under any law that would reasonably be expected to lead to forfeiture of any material portion of Collateral.
10-15.    Default by Guarantor or Subsidiary.  The occurrence of any of the foregoing Events of Default with respect to any Guarantor of the Liabilities, or the occurrence of any of the foregoing Events of Default with respect to any Subsidiary of the Borrower, as if such guarantor or Subsidiary were the “Borrower” described therein.  
10-16.    Termination of Guaranty.  The termination or attempted termination of any Guaranty Agreement by any Guarantor of the Liabilities (other than in accordance with its terms or as permitted by the Lenders). 

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10-17.    Challenge to Loan Documents.
(a)    Any challenge by or on behalf of the Borrower, any Guarantor, or any other guarantor of the Liabilities to the validity of any Loan Document or the applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Document’s terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest created by or in any Loan Document or any payment made pursuant thereto.
(b)    Any determination by any court or any other judicial or government authority that the Loan Documents, taken as a whole, are not enforceable strictly in accordance with their terms or which voids, avoids, limits, or otherwise adversely affects any security interest created by any Loan Document or any payment made pursuant thereto.
10-18.    ERISA.  (i) An ERISA Event occurs with respect to a pension plan or multiemployer plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the pension plan, multiemployer plan or the Pension Benefit Guaranty Corporation in an aggregate amount in excess of $5,000,000.00 or which would reasonably likely result in a Material Adverse Effect, or (ii) a Loan Party or any ERISA affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a multiemployer plan in an aggregate amount in excess of $5,000,000.00 or which would reasonably likely result in a Material Adverse Effect.
10-19.    Material Contracts. Any Loan Party or any Subsidiary thereof fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Contract or fails to observe or perform any other agreement or condition relating to any such Material Contract or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the counterparty to such Material Contract to terminate such Material Contract.
10-20.    Change in Control.  Any Change in Control.
Article 11 - Rights and Remedies Upon Default:
In addition to all of the rights, remedies, powers, privileges, and discretions which the Agent is provided prior to the occurrence of an Event of Default, the Agent shall have the following rights and remedies upon the occurrence, and during the continuance, of any Event of Default. 
11-1.    Rights of Enforcement.  The Agent shall have all of the rights and remedies of a secured party upon default under the UCC, as well as all other rights and remedies afforded to the Agent under applicable state, federal, and international laws.  In addition to which, the Agent may, or, at the request of the Lender with Required Consent, shall, take any or all of the following actions:
(a)    To collect the Receivables Collateral with or without the taking of possession of any of the Collateral.  
(b)    To take possession of all or any portion of the Collateral.  

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(c)    To sell, lease, or otherwise dispose of any or all of the Collateral, in its then condition or following such preparation or processing as the Agent deems advisable and with or without the taking of possession of any of the Collateral.  
(d)    To conduct one or more going out of business sales which include the sale or other disposition of the Collateral.
(e)    To apply the Receivables Collateral or the Proceeds of the Collateral towards (but not necessarily in complete satisfaction of) the Liabilities.
(f)    To exercise all or any of the rights, remedies, powers, privileges, and discretions under all or any of the Loan Documents.
11-2.    Sale of Collateral. 
(a)    Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s  disposition of the Collateral.  
(b)    The Agent, in the exercise of the Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower.  The Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Agent or such agent or contractor).  Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Agent or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein.
(c)    Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent shall give the Borrower at least ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made.  The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable Requirements of Law with respect to the exercise of the Agent’s rights and remedies upon default.  
(d)    The Agent may purchase the Collateral, or any portion of it at any sale held under this Article (to the extent permitted by applicable Requirements of Law).  
(e)    Subject to the terms and provisions of the Agency Agreement, upon the occurrence and during the continuance of an Event of Default, the Agent shall apply the proceeds of any Collateral in the following order:
	
					
	 
	First:


	To all costs and expenses incurred by the Agent under this Agreement, or any other Loan Document, including all Costs of Collection.









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	Second:


	To accrued and unpaid interest on the Revolving Credit Loans until all accrued and unpaid interest on the Revolving Credit Loans has been paid in full. 

	 
	 
	 
	 
	 

	 
	Third:


	To the principal balance of the Swing Line Loans, until the unpaid principal balance of the Swing Line Loans has been paid in full.

	 
	 
	 
	 
	 

	 
	Fourth:


	To the principal balance of the remaining Revolving Credit Loans, until the unpaid principal balance of the Revolving Credit Loans has been paid in full.

	 
	 
	 
	 
	 

	 
	Fifth:


	To accrued and unpaid interest on the FILO Loans until all accrued and unpaid interest on the FILO Loans has been paid in full. 

	 
	 
	 
	 
	 

	 
	Sixth:
	To the principal balance of the FILO Loans, until the unpaid principal balance of the FILO Loans has been paid in full.

	 
	 
	 
	 
	 

	 
	Seventh:
	To all fees due under this Agreement or any other Loan Document, until the remaining balance of all fees (including L/C Fees, Line (Unused) Fees (Revolving Credit), Line (Unused) Fees (FILO)) have been paid in full

	 
	 
	 
	 
	 

	 
	SixthEighth:


	     To all other Liabilities, including without limitation, on account of the remaining Bank Products and Cash Management Services and obligations owed with respect to hedging contracts, until such Liabilities have been paid in full.

	 
	 
	 
	 
	 

	 
	SeventhNinth:
	     As provided under applicable Requirements of Law, to each Person then entitled thereto. 






Notwithstanding anything to the contrary contained herein, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the Liabilities otherwise set forth above in this Section.


11-3.    Occupation of Business Location.  In connection with the Agent’s exercise of the Agent’s rights under this Article 11, the Agent may enter upon, occupy, and use any premises owned or occupied by the Borrower, and may exclude the Borrower from such premises or portion thereof as may have been so entered upon, occupied, or used by the Agent. The Agent shall not be required to remove any of the Collateral from any such premises upon the Agent’s taking possession thereof, and may render any Collateral unusable to the Borrower.  In no event shall the Agent or any Lender be liable to the Borrower for use or occupancy by the Agent of any premises pursuant to this Article 11, nor for any charge (such as wages for the Borrower’s employees and utilities) incurred in connection with the Agent’s exercise of the Agent’s Rights and Remedies, except for such charges which are incurred as a result of the Agent’s or such Lender’s gross negligence or willful misconduct.  
11-4.    Grant of Nonexclusive License.  The Borrower hereby grants to the Agent a royalty free nonexclusive irrevocable license, exercisable upon the occurrence, and during the continuance, of an Event of Default, to use, apply, and affix any trademark, trade name, logo, or the like in which the Borrower now or hereafter has rights, such license being with respect to the Agent’s exercise of the rights hereunder including, without limitation, in connection with any completion of the manufacture of Inventory or sale or other disposition of Inventory. In exercising its rights under such license, the Agent shall use reasonable efforts to preserve and maintain any such trademark, trade name, or logo, but nothing contained herein shall obligate the Agent to undertake (or 

83









refrain from undertaking) any specific action and neither the Agent nonor any Lender shall, under any circumstances, have any liability to the Borrower, except for such which are a result of the Agent’s or such Lender’s gross negligence or willful misconduct.
11-5.    Assembly of Collateral.  The Agent may require the Borrower to assemble the Collateral and make it available to the Agent at the Borrower’s sole risk and expense at a place or places which are reasonably convenient to both the Agent and Borrower.
11-6.    Rights and Remedies.  The rights, remedies, powers, privileges, and discretions of the Agent hereunder (herein, the “Agent’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have.  No delay or omission by the Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof.  No waiver by the Agent of any Event of Default or of any default under any other agreement shall operate as a waiver of any other default hereunder or under any other agreement.  No single or partial exercise of any of the Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Agent and any person, at any time, shall preclude the other or further exercise of the Agent’s Rights and Remedies.  No waiver by the Agent of any of the Agent’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver.  All of the Agent’s Rights and Remedies and all of the Agent’s rights, remedies, powers, privileges, and discretions under any other agreement or transaction are cumulative, and not alternative or exclusive, and may be exercised by the Agent at such time or times and in such order of preference as the Agent in its sole discretion may determine.  The Agent’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Liabilities.
11-7.    Warehouse Bailment Agreement.  Notwithstanding anything contained in the Warehouse Bailment Agreement entered into or to be entered into by and among GSI Commerce Solutions, Inc., the Borrower and the Agent, but without limiting the Agent’s other rights and remedies set forth in Article 11 arising upon the occurrence of an Event of Default, the demands, notices, directions and orders contemplated by Sections F(3), G and J thereof may only be given by the Agent after the occurrence and during the continuance of an Event of Default.
Article 12    - Notices:
12-1.    Notice Addresses.  All notices, demands, and other communications made in respect of this Agreement (other than a request for a loan or advance or other financial accommodation under the Revolving Credit) shall be made to the following addresses, each of which may be changed upon seven (7) days written notice to all others given by certified mail, return receipt requested:
	
					
	 
	If to the Agent:
	Bank of America, N.A.
	 

	 
	 
	100 Federal Street, 9th Floor
	 

	 
	 
	Boston, Massachusetts 02110
	 

	 
	 
	Attention
	: Christine Hutchinson

	 
	 
	 
	 Director
	 

	 
	 
	Fax
	: (617) 434-43124131

	 
	 
	Email:   christine.hutchinson@baml.com

	 
	 
	 
	 
	 

	 
	With a copy to (which copy shall not constitute notice):
	 

	 
	 
	 
	 
	 





84









	
					
	 
	 
	Riemer & Braunstein LLP
	 

	 
	 
	Three Center Plaza
	 

	 
	 
	Boston, Massachusetts 02108
	 

	 
	 
	Attention
	: David S. Berman, Esquire

	 
	 
	Fax
	: (617) 880-3456

	 
	 
	Email:dberman@riemerlaw.com

	 
	 
	 
	 
	 

	 
	If to the Borrower:
	Aeropostale, Inc.
	 

	 
	 
	201 Willowbrook Blvd.
	 

	 
	 
	Wayne 125 Chubb Avenue
	 

	 
	 
	Lyndhurst, New Jersey 0747007071

	 
	 
	Attention
	: Joseph Pachella, GVP and Treasurer

	 
	 
	Fax
	: (973) 872-5650

	 
	 
	Email:  jpachella@aeropostale.com

	 
	 
	 
	 
	 

	 
	With a Copycopies to (which copycopies shall not constitute notice):

	 
	 
	 
	 
	 

	 
	 
	Edward M. SlezakMarc G. Schuback, Esquire

	 
	 
	General Counsel
	 

	 
	 
	Aeropostale, Inc.
	 

	 
	 
	112 West 34th Street, 22nd Floor
	 

	 
	 
	New York, New York 10120
	 

	 
	 
	Fax: (646) 619-4873
	 

	 
	 
	Email:  eslezakmschuback@aeropostale.com

	 
	 
	 
	 
	 

	 
	 
	and
	 
	 

	 
	 
	 
	 
	 

	 
	 
	Troutman Sanders LLP
	 

	 
	 
	The Chrysler Building
	 

	 
	 
	405 Lexington Avenue
	 

	 
	 
	New York, New York 10174
	 

	 
	 
	Attention:  William D. Freedman, Esquire

	 
	 
	Fax: (212) 704-6193
	 

	 
	 
	Email:   william.freedman@troutmansanders.com






12-2.    Notice Given.  
(a)    Except as otherwise specifically provided herein, notices shall be deemed made and correspondence received, as follows (all times being local to the place of delivery or receipt):
(i)    By mail: the sooner of when actually received or three (3) days following deposit in the United States mail, postage prepaid.
(ii)    By recognized overnight express delivery: the Business Day following the day when sent.  

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(iii)    By Hand: If delivered on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, when delivered.  Otherwise, at the opening of the then next Business Day.  
(iv)    By Facsimile or electronic transmission (which must include a header on which the party sending such transmission is indicated): If sent on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, one (1) hour after being sent.  Otherwise, at the opening of the then next Business Day.
(b)    Rejection or refusal to accept delivery and inability to deliver because of a changed address or Facsimile Number for which no due notice was given shall each be deemed receipt of the notice sent.
Article 13 - Term:
13-1.    Termination of Revolving Credit and FILO Facility.  The Revolving Credit and the FILO Facility shall remain in effect (subject to suspension as provided in Section 2-5(hj) hereof) until the Termination Date.  
13-2.    Effect of Termination.  On the Termination Date, the Borrower shall pay the Agent (whether or not then due), in immediately available funds, all then Liabilities (other than indemnities, not then due and payable, which survive repayment of the Revolving Credit Loans and L/Cs and FILO Loans and termination of the Commitments), including, without limitation: the entire balance of the Loan Account; any accrued and unpaid Line (Unused) Fee (Revolving Credit) and unpaid Line (Unused) Fee (FILO) ; any payments due on account of the indemnification obligations included in Section 2-9(e); to the extent requested by the Agent, cash collateral for any outstanding L/Cs; and all unreimbursed costs and expenses of the Agent for which the Borrower is responsible; and shall make such arrangements concerning any L/C’s then outstanding are reasonably satisfactory to the Agent.  Until such payment, all provisions of this Agreement, other than those contained in Article 2 which place an obligation on the Agent and the Lenders to make any loans or advances or to provide financial accommodations under the Revolving Credit or FILO Facility or otherwise, shall remain in full force and effect until all Liabilities (other than indemnities, not then due and payable, which survive repayment of the Revolving Credit Loans and L/Cs and FILO Loans and termination of the Commitments) shall have been paid in full.  The release by the Agent of the security and other collateral interests granted the Agent by the Borrower hereunder may be upon such conditions and indemnifications as the Agent may reasonably require to protect the Agent and Lenders against and chargebacks, credits, returned items and any other reversal of payments which had been received by the Agent and applied toward such Liabilities.
Article 14 - General:
14-1.    Protection of Collateral.  Neither the Agent nor any Lender has a duty as to the collection or protection of the Collateral beyond the safe custody of such of the Collateral as may come into the possession of the Agent and shall have no duty as to the preservation of rights against prior parties or any other rights pertaining thereto.  With the Borrower’s prior approval (which shall not be unreasonably delayed or withheld), the Agent may include reference to the Borrower (and may utilize any logo or other distinctive symbol associated with the Borrower) in connection with any advertising, promotion, or marketing undertaken by the Agent.



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14-2.    Successors and Assigns.  This Agreement shall be binding upon the Borrower and the Borrower’s representatives, successors, and assigns and shall inure to the benefit of the Agent, the Lenders and their respective successors and assigns, provided, however, no trustee or other fiduciary appointed with respect to the Borrower shall have any rights hereunder.  In the event that the Agent or any Lenders, in accordance with the provisions of Section 2-23 hereof, assign or transfer their respective rights under this Agreement, the assignee shall thereupon succeed to and become vested with all rights, powers, privileges, and duties of such assignor hereunder to the extent of such assignment, and, with respect to the interest so assigned, such assignor shall thereupon be discharged and relieved from its duties and obligations hereunder.  
14-3.    Severability.  Any determination that any provision of this Agreement or any application thereof is invalid, illegal, or unenforceable in any respect in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement.
14-4.    Amendments.  Course of Dealing. 
(a)    This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower, the Agent, and the Lenders, either express or implied, concerning the matters included herein and in such other instruments, any custom, usage, or course of dealings to the contrary notwithstanding.  No such discussions, negotiations, custom, usage, or course of dealings shall limit, modify, or otherwise affect the provisions thereof.  No failure by the Agent to give notice to the Borrower of the Borrower’s having failed to observe and comply with any warranty or covenant included in any Loan Document shall constitute a waiver of such warranty or covenant or the amendment of the subject Loan Document. 
(b)    The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Agent, subject to the terms and conditions of the Agency Agreement.  No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Agent, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Agent shall be in reliance upon all representations and warranties theretofore made to the Agent by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.
14-5.    Power of Attorney.  In connection with all powers of attorney included in this Agreement, the Borrower hereby grants unto the Agent full power to do any and all things necessary or appropriate in connection with the exercise of such powers as fully and effectually as the Borrower might or could do, hereby ratifying all that said attorney shall do or cause to be done by virtue of this Agreement.  No power of attorney set forth in this Agreement shall be affected by any disability or incapacity suffered by the Borrower and each shall survive the same. All powers conferred upon the Agent by this Agreement, being coupled with an interest, shall be irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Agent.  
14-6.    Application of Proceeds.  Except as otherwise provided in Sections 7-5 and 11-2(e) hereof, the proceeds of any collection, sale, or disposition of the Collateral, or of any other payments received hereunder, shall be applied towards the Liabilities in such order and manner as the Agent determines in its sole discretion.  The Borrower shall remain liable for any deficiency remaining following such application.  

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14-7.    Costs and Expenses of Agent.
(a)    The Borrower shall pay on demand all Costs of Collection and all reasonable expenses of the Agent in connection with the preparation, execution, and delivery of this Agreement and of any other Loan Documents, whether now existing or hereafter arising, and all other reasonable expenses which may be incurred by the Agent in preparing or amending this Agreement and all other agreements, instruments, and documents related thereto, or otherwise incurred with respect to the Liabilities, and all other costs and expenses of the Agent which relate to the credit facility contemplated hereby. 
(b)    The Borrower shall pay on demand all costs and expenses (including reasonable attorneys’ fees) incurred, following the occurrence, and during the continuance, of any Event of Default, by the Agent in connection with the enforcement, attempted enforcement, or preservation of any rights and remedies under this, or any other Loan Document, as well as any such costs and expenses in connection with any “workout”, forbearance, or restructuring of the credit facility contemplated hereby.
(c)    The Borrower authorizes the Agent to pay all such fees and expenses and in the Agent’s discretion, to add such fees and expenses to the Loan Account. 
(d)    The undertaking on the part of the Borrower in this Section 14-7 shall survive payment of the Liabilities and/or any termination, release, or discharge executed by the Agent in favor of the Borrower, other than a termination, release, or discharge which makes specific reference to this Section 14-7.
14-8.    Copies and Facsimiles.  This Agreement and all documents which relate thereto, which have been or may be hereinafter furnished any of the Credit Parties may be reproduced by such Credit Party by any photographic, microfilm, xerographic, digital imaging, or other process, and the Credit Parties may destroy any document so reproduced.  Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business). Any facsimile which bears proof of transmission shall be binding on the party which or on whose behalf such transmission was initiated and likewise shall be so admissible in evidence as if the original of such facsimile had been delivered to the party which or on whose behalf such transmission was received.
14-9.    New York Law.  This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the laws of The State of New York (without giving effect to the conflicts of laws principals thereof, but including Sections 5-1401 and 5-1402 of the New York General Obligations Law).
14-10.    Consent to Jurisdiction.  
The Borrower agrees that any legal action, proceeding, case, or controversy against the Borrower with respect to any Loan Document may be brought in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, as the Agent may elect in the Agent’s sole discretion.  By execution and delivery of this Agreement, the Borrower, for itself and in respect of its property, accepts, submits, and consents generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts.  



88









(a)    The Borrower WAIVES personal service of any and all process upon it, and irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, to the Borrower at the Borrower’s address for notices as specified herein, such service to become effective ten (10) Business Days after such mailing.  
(b)    The Borrower WAIVES any objection based on forum non conveniens and any objection to venue of any action or proceeding instituted in the aforesaid courts under any of the Loan Documents.  
(c)    Nothing herein shall affect the right of the Agent to bring legal actions or proceedings in any other competent jurisdiction.  
The Borrower agrees that any action commenced by the Borrower asserting any claim or counterclaim arising under or in connection with this Agreement or any other Loan Document shall be brought solely in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and that such Courts shall have exclusive jurisdiction with respect to any such action.  


14-11.    Indemnification.  The Loan Parties shall indemnify, defend, and hold the Agent and each other Credit Party and any employee, officer, or agent of the Agent and other Credit Parties (each, an “Indemnified Person”) harmless of and from any claim brought or threatened against any Indemnified Person by the Borrower, any guarantor or endorser of the Liabilities, or any other Person (as well as from reasonable attorneys’ fees and expenses in connection therewith) on account of the relationship of the Borrower or of any other guarantor or endorser of the Liabilities with the Agent and other Credit Parties (each, an “Indemnified Claim”) other than any claim resulting from the gross negligence, bad faith, or willful misconduct of such Indemnified Person.  Each Indemnified Claim may be defended, compromised, settled, or pursued by the Indemnified Person with counsel of the Agent’s selection (and if such Indemnified Claim is brought by a Person other than the Loan Parties, any guarantor or endorser of the Liabilities or any Affiliate of the Loan Parties, after consultation with (but not approval of) the Loan Parties regarding the selection of such counsel), but at the expense of the Borrower, provided that any Indemnified Claim may not be settled without the consent of the Loan Parties (which shall not be unreasonably withheld or delayed) if as the result of any such settlement the Loan Parties will be obligated to make any payment (other than reimbursement of the reasonable costs and expenses of  the Indemnified Person). This indemnification shall survive payment of the Liabilities and/or any termination, release, or discharge executed by the Agent in favor of the Borrower or any other Loan Party, other than a termination, release, or discharge which makes specific reference to this Section 14-11.
14-12.    Rules of Construction.  The following rules of construction shall be applied in the interpretation, construction, and enforcement of this Agreement and of the other Loan Documents:
(a)    Words in the singular include the plural and words in the plural include the singular.  
(b)    Titles, headings (indicated by being underlined or shown in SMALL CAPITALS) and any Table of Contents are solely for convenience of reference; do not constitute a part of the instrument in which included; and do not affect such instrument’s meaning, construction, or effect.





89









(c)    The words “includes” and “including” are not limiting.
(d)    Text which follows the words “including, without limitation” (or similar words) is illustrative and not limitational.
(e)    Except where the context otherwise requires or where the relevant subsections are joined by “or”, compliance with any Section or provision of any Loan Document which constitutes a warranty or covenant requires compliance with all subsections (if any) of that Section or provision.  Except where the context otherwise requires, compliance with any warranty or covenant of any Loan Document which includes subsections which are joined by “or” may be accomplished by compliance with any of such subsections.
(f)    Text which is shown in italics, shown in bold, shown IN ALL CAPITAL LETTERS, or in any combination of the foregoing, shall be deemed to be conspicuous.
(g)    The words “may not” are prohibitive and not permissive.
(h)    The word “or” is not exclusive.
(i)    Terms which are defined in one section of any Loan Document are used with such definition throughout the instrument in which so defined.
(j)    The symbol “$” refers to United States Dollars.
(k)    Unless limited by reference to a particular Section or provision, any reference to “herein”, “hereof”, or “within” is to the entire Loan Document in which such reference is made.
(l)    References to “this Agreement” or to any other Loan Document is to the subject instrument as amended to the date on which application of such reference is being made.
(m)    Except as otherwise specifically provided, all references to time are to Boston time.
(n)    In the determination of any notice, grace, or other period of time prescribed or allowed hereunder:
(i)    Unless otherwise provided (A) the day of the act, event, or default from which the designated period of time begins to run shall not be included and the last day of the period so computed shall be included unless such last day is not a Business Day, in which event the last day of the relevant period shall be the then next Business Day and (B) the period so computed shall end at 5:00 PM on the relevant Business Day.
(ii)    The word “from” means “from and including”.
(iii)    The words “to” and “until” each mean “to, but excluding”.
(iv)    The word “through” means “to and including”.

90









(o)    References to “presently”, “currently”, and other similar expressions mean the date of this AgreementFirst Amendment Effective Date.
(p)    The term “upon the occurrence, and during the continuance, of an Event of Default”, “upon the occurrence, and during the continuance, of Default Interest Event” and any other similar term means, subject to the terms and conditions of the Agency Agreement, the occurrence of an Event of Default or a Default Interest Event which has not been (i) waived by the Agent, or (ii) resolved to the reasonable satisfaction of the Agent. For purposes hereof, an Event of Default shall be deemed “resolved to the reasonable satisfaction of the Agent” if (A) the Agent has not theretofore exercised any of its rights and remedies on account of the existence of such Event of Default, and (B) the matter giving rise to such Event of Default has been fully remediated by the Borrower, provided, however, that (1) nothing contained herein shall furnish the Borrower with any additional cure periods beyond those set forth in Article 10, if any, prior to an event constituting an “Event of Default”, (2) notwithstanding the foregoing, any Event of Default under Article 7, or Sections 10-1, 10-2, 10-12, or 10-13 hereof may only be waived by the Agent and shall not ever be deemed “resolved to the reasonable satisfaction of the Agent”, and (3) the Borrower may not resolve any occurrences which constitute Events of Default to the reasonable satisfaction of the Agent on more than four (4) occasions in any fiscal year.
(q)    The Loan Documents shall be construed and interpreted in a harmonious manner and in keeping with the intentions set forth in Section 14-13 hereof, provided, however, in the event of any inconsistency between the provisions of this Agreement and any other Loan Document, the provisions of this Agreement shall govern and control.  
14-13.    Intent.  It is intended that: 
(a)    This Agreement take effect as a sealed instrument.
(b)    The scope of the security interests created by this Agreement be broadly construed in favor of the Agent and Lenders.
(c)    The security interests created by this Agreement secure all Liabilities, whether now existing or hereafter arising.
(d)    All reasonable costs and expenses (other than overhead costs) incurred by the Agent in connection with its relationship with the Borrower shall be borne by the Borrower.
(e)    Unless otherwise explicitly provided herein, the consent of the Agent or any Lender to any action of the Borrower which is prohibited unless such consent is given may be given or refused by the Agent and Lenders in their reasonable discretion.
14-14.    Right of Set‐Off.  Any and all deposits (other than Trust Deposit Accounts) or other sums at any time credited by or due to the Borrower from the Agent, any Lender, or any participant (a “Participant”) in the credit facility contemplated hereby or any from any Affiliate of the Agent, any Lender, or any Participant and any cash, securities, instruments or other property of the Borrower in the possession of the Agent, any Lender, any Participant or any such Affiliate, whether for safekeeping or otherwise (regardless of the reason such Person had received the same) shall at all times constitute security for all Liabilities and for any and all obligations of the Borrower to the  Agent, any Lender or any Participant or any such Affiliate and may be applied or set off against 

91









the Liabilities and against such obligations at any time, whether or not such are then due and whether or not other collateral is then available to the Agent, any Lender or any Participant or any such Affiliate.
14-15.    Maximum Interest Rate.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Revolving Credit Loans or FILO Loans, as applicable, or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Agent or Lenders exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Requirements of Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Liabilities hereunder.  
14-16.    Waivers.
(a)    The Borrower (and all guarantors, endorsers, and sureties of the Liabilities) make each of the waivers included in Section 14-16(b), below, knowingly, voluntarily, and intentionally, and understands that the Agent and Lenders, in entering into the financial arrangements contemplated hereby and in providing loans and other financial accommodations to or for the account of the Borrower as provided herein, whether not or in the future, are relying on such waivers.
(b)    THE BORROWER, AND EACH SUCH GUARANTOR, ENDORSER, AND SURETY RESPECTIVELY WAIVES THE FOLLOWING: 
(i)    Except as otherwise specifically required hereby, and to the extent permissible under applicable Requirements of Law, notice of non‐payment, demand, presentment, protest and all forms of demand and notice, both with respect to the Liabilities and the Collateral.
(ii)    Except as otherwise specifically required hereby, and to the extent permissible under applicable Requirements of Law, the right to notice and/or hearing prior to the Agent’s  exercising of the Agent’s rights upon default.
(iii)    THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE AGENT OR ANY LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE AGENT OR ANY LENDER OR IN WHICH THE AGENT OR ANY LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN RESPECT OF, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER OR ANY OTHER PERSON AND THE AGENT OR ANY LENDER (AND THE AGENT AND LENDERS LIKEWISE WAIVE THEIR RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY).
(iv)    Except to the extent that such may not be waived under applicable Requirements of Law, the benefits or availability of any stay, limitation, hindrance, delay, or restriction with respect to any action which the Agent or any Lender may or may become entitled to take hereunder.

92









(v)    Any defense, counterclaim, set‐off, recoupment, or other basis on which the amount of any Liability, as stated on the books and records of the Agent or any Lender, could be reduced or claimed to be paid otherwise than in accordance with the tenor of and written terms of such Liability.
(vi)    Any claim against the Agent or any Lender to consequential, special, or punitive damages.
14-17.    Confidentiality.  The Credit Parties shall keep, and shall cause their respective officers, directors, employees, affiliates and attorneys to keep, all financial statements, reports and other proprietary information furnished to them by the Borrower, the Guarantor or their respective Affiliates (hereinafter collectively, the “Information”) confidential and shall not disclose such Information, or cause such Information to be disclosed, to any Person, provided, however, that (i) the Information may be disclosed to any Credit Party’s officers, directors, employees, affiliates, attorneys and other advisors as need to know the Information in connection with the Agent’s or Lenders’ administration of the Liabilities; (ii) the Information may be disclosed to any regulatory or other governmental authorities having jurisdiction over the Agent and Lenders as required in connection with the exercise of their regulatory activity; (iii) the Information may be disclosed to any prospective assignee or participant, who has agreed to be bound by the provisions of this Section 14-17; (iv) the Information may be disclosed in connection with the enforcement of the Liabilities by the Agent or any Lender to the extent required in connection therewith; and (v) the Information may otherwise be disclosed to the extent required by law.  Notwithstanding anything herein to the contrary, “Information” shall not include, and each Credit Party (and each employee, representative, or other agent of the Agent and each Lender) may disclose to any and all Persons without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including options or other tax analyses) that are provided to any Credit Party (and each employee, representative, or other agent of any Credit Party) relating to such tax treatment and tax structure; provided, that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Revolving Credit, the FILO Facility, the L/Cs and other transactions contemplated hereby.
14-18.    Press Releases.  Once the Borrower has filed this Agreement with the Securities and Exchange Commission and disseminated a corresponding press release regarding this Agreement, then Borrower consents to the publication by the Agent and/or Lender of advertising material relating to the financing transactions contemplated by this Agreement using the Borrower’s name, product photographs, logo or trademark.  The Agent and/or Lender shall provide a draft reasonably in advance of any advertising material to the Borrower for review and comment prior to the publication thereof.  Subject to the conditions contained in this Section 14-18, the Agent and Lender reserve the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.  
14-19.    No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby, the Loan Parties acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Party, on the one hand, and the Agent and Lenders, on the other hand, and each of the Loan Parties is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other 

93









modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Agent and Lenders are and have been acting solely as principals and are not the financial advisor, agent or fiduciary, for the Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) the Agent and Lenders have not assumed and will not assume an advisory, agency or fiduciary responsibility in favor of the Loan Parties with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Agent and Lenders have advised or are currently advising the Loan Parties or any of their respective Affiliates on other matters) and the Agent and Lenders have no any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Agent, any Lender and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and the Agent and Lenders have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agent and Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.  Each of the Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Agent and any Lender with respect to any breach or alleged breach of agency or fiduciary duty.  
14-20.    No Other Duties.  Anything herein to the contrary notwithstanding, none of the Arranger (including its role as “bookrunner”) listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity as the Agent, a Lender or the Issuer hereunder.
14-21.    USA PATRIOT Act Notice.  The Agent and each Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of each such Person and other information that will allow the Agent and each Lender to identify the Loan Parties in accordance with the Act.  Each of the Loan Parties is in compliance, in all material respects, with the Patriot Act.  No part of the proceeds of the Revolving Credit Loans, FILO Loans or L/Cs will be used by the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.  
14-22.    Foreign Asset Control Regulations. Neither of the advance of the Swing Line Loans or, Revolving Credit Loans or FILO Loans, or the issuance of L/Cs, nor the use of the proceeds of any thereof, will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the "Trading With the Enemy Act") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "Foreign Assets Control Regulations") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order") and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).  Furthermore, none of the Loan Parties or their Affiliates (a) is or will become a "blocked 

94









person" as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such "blocked person" or in any manner violative of any such order.
14-23.    Obligations of Lenders Several.    The obligations of the Lenders hereunder to make Revolving Credit Loans and FILO Loans, to fund participations in L/Cs and Swing Line Loans and to make payments hereunder are several and not joint.  The failure of any Lender to make any Revolving Credit Loan or FILO Loan, to fund any such participation or to make any payment hereunder on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Revolving Credit Loan or FILO Loan, to purchase its participation or to make its payment hereunder.
14-24.    Existing Loan Agreement Amended and Restated.  This Agreement shall amend and restate the Existing Loan Agreement in its entirety.  On the Effective Date, the rights and obligations of the parties under the Existing Loan Agreement shall be subsumed within and be governed by this Agreement; provided, however, that each of the “Revolving Credit Loans” (as such term is defined in the Existing Loan Agreement) outstanding under the Existing Loan Agreement on the Effective Date shall, for purposes of this Agreement, be included as  Revolving Credit Loans hereunder and each of the “L/Cs” (as defined in the Existing Loan Agreement) outstanding under the Existing Loan Agreement on the Effective Date shall be L/Cs hereunder. 
14-25.    Keepwell.  Each Loan Party that is a Qualified ECP Guarantor at the time the Facility Guaranty or the grant of a security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under the Facility Guaranty voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).  The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the End Date.  Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. 


[signature pages follow]



95









IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date above first written.  This Agreement shall take effect as a sealed instrument.


	
					
	BORROWER:
	 
	AEROPOSTALE, INC., as “Borrower”

	 
	 
	 
	 
	 

	 
	 
	By:
	 
	 

	 
	 
	Name:
	Marc Miller
	 

	 
	 
	Title:
	Chief Financial Officer
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	GUARANTORS:
	AEROPOSTALE WEST, INC

	 
	 
	JIMMY’Z SURF CO., LLC

	 
	 
	AERO GC MANAGEMENT LLC

	 
	 
	AEROPOSTALE PROCUREMENT COMPANY, INC.

	 
	 
	AEROPOSTALE LICENSING, INC.

	 
	 
	P.S. FROM AEROPOSTALE, INC.,

	 
	 
	GOJANE LLC,

	 
	 
	each as a "Guarantor"

	 
	 
	 
	 
	 

	 
	 
	By:
	 
	 

	 
	 
	Name:
	Marc Miller
	 

	 
	 
	Title:
	Chief Financial Officer
	 






















































[Signature Page to Third Amended and Restated Loan and Security Agreement]









	
					
	 
	 
	BANK OF AMERICA, N.A.,

	 
	 
	as "Agent" and a "Lender"

	 
	 
	 
	 
	 

	 
	 
	By:
	 
	 

	 
	 
	Name:
	Christine Hutchinson
	 

	 
	 
	Title:
	Director
	 




























































































[Signature Page to Third Amended and Restated Loan and Security Agreement]











	
					
	 
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

	 
	 
	as a "Lender"

	 
	 
	 
	 
	 

	 
	 
	By:
	 
	 

	 
	 
	Name:
	 
	 

	 
	 
	Title:
	 
	 
























































































[Signature Page to Third Amended and Restated Loan and Security Agreement]









[OTHERS – TBD], as a “Lender”


By:    ______________________________
Name:    
Title:    


























































































[Signature Page to Third Amended and Restated Loan and Security Agreement]









1348812.15


1654151.9






































































































[Signature Page to Third Amended and Restated Loan and Security Agreement]











Exhibit B


Updated Exhibits to Loan Agreement


[see attached]








 Exhibit 4-2 to 
The Third Amended and Restated 
Loan and Security Agreement 


Related Entities and other Guarantors 


Aéropostale West, Inc.
Jimmy'Z Surf Co., LLC
Aéropostale Canada, Inc.
Aéropostale Puerto Rico, Inc.
Aéropostale Licensing, Inc.
P.S. from Aéropostale, Inc.
Aéropostale Procurement Company, Inc.
GoJane LLC



































































21715922v2                                     





Exhibit 4-3 to 
The Third Amended and Restated 
Loan and Security Agreement 


Trade Names 


(a)(i)     Aéropostale 
P.S. from Aéropostale 
GoJane 


(a)(ii)     None. 





























































































21715922v2                                     





Exhibit 4-5 to 
The Third Amended and Restated
Loan and Security Agreement 
Locations, Leases and Landlords 


(See attached). 



21715922v2                                     





	
												
	Store #
	Mall Name
	Leased Space
	Location Address
	Location City & State
	Location Zip
	RSF
	Landlord
	Landlord Address
	City
	State
	Zip Code

	Aero Locations
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	11
	Franklin Mills Mall
	717A
	1434 Franklin Mills Cir
	Philadelphia, PA
	19154
	4,865
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	19
	Arizona Mills Mall
	184
	5000 S Arizona Mills Circle
	Tempe, AZ
	85282
	5,474
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	20
	Newport Center
	B62
	30 262 Mall Drive West
	Jersey City, NJ
	07307
	3,392
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	22
	Stoneridge Mall
	D-109
	1120 Stoneridge Mall Dr
	Pleasanton, CA
	95466
	3,709
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	23
	Bridgewater Commons
	279
	400 Commons Way
	Bridgewater, NJ
	08807
	3,130
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	25
	Parmatown Mall
	4
	W Ridgewood & Ridge Rd
	Parmatown, OH
	44129
	3,017
	CB Richard Ellis
	7899 West Ridgewood Drive
	Parma
	OH
	44129

	27
	Great Northern Mall
	782
	Great Northern Blvd
	North Olmstead, OH
	44070
	3,423
	Starwood Retail
	591 West Putnum Ave
	Greenwitch
	CT
	06830

	28
	Woodbridge Center
	2,535
	260 Woodbridge Ctr Dr
	Woodbridge, NJ
	07095
	3,890
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	30
	Staten Island Mall
	247A
	2655 Richmond Ave
	Staten Island, NY
	10314
	3,724
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	31
	Rockaway Townsquare Mall
	2077A
	Route 80 & Mt Hope Ave
	Rockaway, NJ
	07866
	6,129
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	34
	The Mall at Greece Ridge
	K-013
	Ridge & Long Pond Rd
	Rochester, NY
	14626
	3,139
	Wilmorite
	PO Box 8000
	Buffalo
	NY
	14267

	35
	Ross Park Mall
	G04C
	1000 Ross Park Mall Dr
	Pittsburgh, PA
	15237
	4,685
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	36
	The Mall at St Matthews
	1,340
	5000 Shelbyville Rd
	Louisville, KY
	40207
	5,127
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	37
	Cherry Hill Mall
	1,265
	252 Cherry Hill Mall
	Cherry Hill, NJ
	08002
	6,000
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	38
	Valley Fair Shopping Center
	B577
	2855 Stevens Creek Blvd
	Santa Clara, CA
	95050
	2,864
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	41
	River Oaks Center
	B06
	River Oaks Dr & Torrance
	Calumet City, IL
	60409
	2,778
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	43
	Lycoming Mall
	812
	300 Lycoming Mall Cir
	Pennsdale, PA
	17756
	3,519
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	46
	Lehigh Valley Mall
	2,096
	 250 Lehigh Valley Mall
	Whitehall, PA
	18052
	4,066
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	48
	South Hills Village
	2,125
	346 South Hills Village
	Upper St Clair, PA
	15241
	3,590
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204







	
												
	49
	Hamilton Mall
	2,111
	Black Horse Pike
	Mays Landing, NJ
	08330
	4,221
	Simon Property Group/Kravco
	234 Mall Blvd
	King of Prussia
	PA
	19406

	50
	Square One Mall
	N219
	363 Square One Mall
	Saugus, MA
	01906
	3,977
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	51
	Dadeland Mall
	3050A
	7225 Dadeland Mall
	Miami, FL
	33156
	4,674
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	52
	Sunrise Mall
	F-5
	Sunrise Hwy & Carmons Rd
	Massapequa, NY
	11758
	3,290
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	54
	Manhattan Mall
	162,164 & 166
	901 Avenue of the America
	New York, NY
	10001
	5,126
	Vornado
	210 Route 4 East
	Paramus
	NJ
	07652

	57
	Eastview Mall
	131
	7979 Pittsford-Victor Road
	Victor, NY
	14564
	4,107
	Wilmorite
	PO Box 8000
	Buffalo
	NY
	14267

	58
	Garden State Plaza
	L1A
	Route 4 & Route 17
	Paramus, NJ
	07652
	5,903
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	59
	Marketplace Mall
	A14
	3400 W Henrietta Rd
	Rochester, NY
	14623
	3,479
	Wilmorite
	PO Box 8000
	Buffalo
	NY
	14267

	60
	Granite Run Mall
	217
	1067 W Baltimore Pike
	Media, PA
	19063
	3,202
	BET Investments
	200 Witmer Rd
	Horsham
	PA
	19044

	62
	Walden Galleria
	L213
	2000 Walden Ave
	Buffalo, NY
	14225
	7,154
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	63
	Burlington Mall
	2311B
	75 Middlesex Tpke
	Burlington, MA
	01803
	4,105
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	65
	Del Amo Mall
	14
	21600 Hawthorne Blvd
	Torrance, CA
	90503
	3,300
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	66
	Roosevelt Field Mall
	1036A
	630 Old Country Rd
	Garden City, NY
	11530
	5,377
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	67
	Smith Haven Mall
	J03
	148 Smith Haven Mall
	Lake Grove, NY
	11755
	4,116
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	70
	Emerald Square
	W211
	999 South Washington Southtreet
	North Attleboro, MA
	02760
	2,853
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	71
	Twelve Oaks Mall
	D181
	27688 Novi Rd
	Novi, MI
	48377
	4,573
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	75
	Poughkeepsie Galleria
	A111
	2001 South Rd
	Poughkeepsie, NY
	12601
	3,409
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	77
	Hamilton Place
	156
	2100 Hamilton Place Blvd
	Chattanooga, TN
	37421
	4,014
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	84
	Gwinnett Place
	V06
	2100 Pleasant Hill Rd
	Duluth, GA
	30096
	3,383
	Moonbeam Capital Investment LLC
	9103 Alta Drive
	Las Vegas
	NV
	89145

	85
	Castleton Square
	136
	6020 E 82nd St
	Indianapolis, IN
	46250
	4,030
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	86
	Towne Center At Cobb
	U-10
	400 Earnett Barrett Pkwy
	Kennesaw, GA
	30144
	4,098
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204







	
												
	87
	Crossgates Mall
	B118
	120 Washington Ave Ext
	Albany, NY
	12203
	5,259
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	88
	Scottsdale Fashion Square
	2,129
	7014 E Camelback Rd
	Scottsdale, AZ
	85251
	3,708
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	89
	Jefferson Valley Mall
	F-10
	650 Lee Blvd
	Yorktown Heights, NY
	10598
	3,384
	Simon Property Group
	225 W Washington St
	Indianpolis
	IN
	46204

	90
	Trumbull Shopping Park
	169
	5065 Main St
	Trumbull, CT
	06611
	3,500
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	91
	Concord Mall
	670
	4737 Concord Pike
	Wilmington, DE
	19803
	3,600
	Allied Properties
	4737 Concord Pike
	Wilmington
	DE
	19803

	92
	Oxford Valley Mall
	2,025
	2300 E Lincoln Hwy
	Langhorne, PA
	19047
	3,896
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	93
	Paramus Park Mall
	1,675
	700 Paramus Park
	Paramus, NJ
	07652
	4,414
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	99
	Kings Plaza
	141
	5240 Kings Plaza
	Brooklyn, NY
	11234
	4,895
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	100
	Willowbrook Mall
	1,245
	1444 Willowbrook Mall
	Wayne, NJ
	07470
	4,296
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	102
	Park City Center
	G0711
	220 Park City Ctr
	Lancaster, PA
	17601
	5,419
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	103
	Ohio Valley Mall
	320
	Unit #295 Mall Road
	St Clairsville, OH
	43950
	3,567
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	104
	Los Cerritos Center
	A-17
	156 Los Cerritos Ctr
	Cerritos, CA
	90703
	3,900
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	105
	Monroeville Mall
	265
	US Rt 22 E
	Monroeville, PA
	15146
	3,845
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd.
	Chattanooga
	TN
	37421

	106
	Natick Mall
	2,184
	1245 Worcester Rd
	Natick, MA
	01760
	3,726
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	108
	Aventura Mall
	1,327
	19575 Biscayne Blvd
	Miami, FL
	33180
	2,629
	Turnberry Associates
	19501 Biscayne Blvd, Suite 460
	Aventura
	FL
	33180

	109
	Belden Village
	A-2
	4381 Belden Village Mall
	Canton, OH
	44718
	3,945
	Starwood Retail
	591 West Putnum Ave
	Greenwitch
	CT
	06830

	110
	Dulles Town Center
	220
	21100 Dulles Town Cir
	Dulles, VA
	20166
	3,000
	Lerner
	2000 Tower Oaks Blvd
	Rockville
	MD
	20852

	111
	Lakeside Mall
	1,450
	14000 Lakeside Cir
	Sterling Heights, MI
	48313
	5,000
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	112
	Holyoke Mall at Ingleside
	A-211
	50 Holyoke St
	Holyoke, MA
	01040
	3,818
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	113
	Genesee Valley Center
	465
	3231 S Linden Rd
	Flint, MI
	48507
	3,500
	Spinoso
	100 Northern Concourse
	North Syracuse
	NY
	13212

	114
	Greenwood Park Mall
	G-5
	1251 US 31 N
	Indianapolis, IN
	46142
	3,406
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	116
	University Park Mall
	460
	6501 N Grape Rd
	Mishawaka, IN
	46545
	3,634
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204







	
												
	117
	Cross County Shopping Center
	5,110
	8000 Mall Walk
	Yonkers, NY
	10704
	5,558
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	120
	St Charles Towne Center
	Q08
	5000 Rt 301 S
	Waldorf, MD
	20603
	3,582
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	121
	Fiesta Mall
	1,260
	1445 W Southern
	Mesa, AZ
	85202
	3,635
	Cushman & Wakefield
	1445 W Southern Ave
	Mesa
	AZ
	85202

	123
	Great Lakes Mall
	330A
	7850 Mentor Ave
	Mentor, OH
	44060
	3,482
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	124
	West Town Mall
	1,156
	7600 Kingston Pike
	Knoxville, TN
	37919
	2,990
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	127
	Edison Mall
	1460A
	4125 Cleveland Ave
	Fort Meyers, FL
	33901
	3,500
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	129
	Quaker Bridge Mall
	2087B
	Rt 1 & Quaker Bridge Rd
	Lawrenceville, NJ
	08608
	3,800
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	130
	Livingston Mall
	1,022
	112 Eisenhower Pkwy
	Livingston, NJ
	07039
	3,503
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	131
	Ocean County Mall
	101L
	1201 Hooper Ave
	Toms River, NJ
	08753
	3,645
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	133
	Tri-County Mall
	C-9
	11700 Princeton Pike
	Cincinnati, OH
	45246
	2,500
	Urban Retail Properties
	111 East Wacker, Ste 2400
	Chicago
	IL
	60611

	134
	Monmouth Mall
	3,302
	Rts 35 & 36
	Eatontown, NJ
	07724
	3,598
	Vornado
	210 Route 4 East
	Paramus
	NJ
	07652

	136
	White Plains
	489
	100 Main St
	White Plains, NY
	10601
	3,690
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	137
	Willow Grove Park
	3,029
	2500 Moreland Rd
	Willow Grove, PA
	19090
	3,124
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	139
	Galleria at Crystal Run
	D209
	1 Galleria Dr  Ste 111
	Middletown, NY
	10940
	4,091
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	140
	Destiny USA
	C-108
	9090 Destiny USA Drive
	Syracuse, NY
	13204
	3,844
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	141
	Sun Valley Mall
	A-127
	1 Sun Valley Mall
	Concord, CA
	94520
	2,590
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	142
	Hawthorn Center
	G6UL
	707 Hawthorn Ctr
	Vernon Hills, IL
	60061
	3,268
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	143
	Stratford Square Mall
	B20
	220 Stratford Square
	Bloomingdale, IL
	60108
	2,557
	StreetMAC Asset Managers, LLC
	3100 Dundee Road
	Northbrook
	IL
	60062

	144
	Deptford Mall
	2,048
	300 N Almonession Rd
	Deptford, NJ
	08096
	4,342
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	145
	Stamford Town Center
	D113
	100 Grey Rock Pl
	Stamford, CT
	06901
	3,454
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	146
	Woodfield Mall
	G108
	5 Woodfield Mall
	Schaumburg, IL
	60173
	5,124
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	147
	Fox Valley Shopping Center
	B-8
	2426 Fox Valley Ctr
	Aurora, IL
	60504
	4,086
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025







	
												
	148
	Danbury Fair Mall
	D208
	7 Backus Ave
	Danbury, CT
	06810
	4,838
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	149
	Eastern Hills Mall
	670
	4545 Transit Road
	Williamsville, NY
	14221
	3,550
	Mountain Development Corp.
	100 Delawanna Avenue
	Clifton
	NJ
	07014

	150
	Freehold Raceway Mall
	F-220
	3710 Rt 9
	Freehold, NJ
	07728
	3,468
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	151
	Silver City Galleria Mall
	A206
	2 Galleria Mall Dr
	Taunton, MA
	02780
	3,127
	CREII Silver City LLC
	411 West Putham Ave
	Greenwitch
	CT
	06830

	152
	Christiana Mall
	307
	132 Christiana Mall
	Newark, DE
	19702
	4,875
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	153
	Columbia Mall
	1,680
	10300 Little Patuxent Pkwy
	Columbia, MD
	21044
	4,000
	General Growth
	110 North Wacker Drive
	Columbia
	MD
	21044

	154
	Menlo Park Mall
	2030 B
	100 Menlo Park Mall Rd
	Edison, NJ
	08837
	4,000
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	157
	Southlake Mall
	628
	2141 Southlake Mall Dr
	Merrillville, IN
	46410
	4,005
	Starwood Retail
	591 West Putnum Ave
	Greenwitch
	CT
	06830

	158
	Boulevard Mall
	655
	1231 Niagara Falls Blvd
	Amherst, NY
	14226
	4,731
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	159
	Fairfield Mall
	W271
	2727 Fairfield Mall
	Beavercreek, OH
	45432
	3,731
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	160
	Lynnhaven Mall
	D06A
	701 Lynnhaven Pkwy
	Virginia Beach, VA
	23452
	3,330
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	162
	Seminole Towne Center
	H06
	268 Towne Center Cir
	Sanford, FL
	32771
	3,213
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	164
	Chesterfield Towne Center
	562
	11500 Midlothian Tpke
	Midlothian, VA
	23113
	3,940
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036

	166
	Queens Center
	3,008
	90-15 Queens Blvd
	Elmhurst, NY
	11373
	3,823
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	167
	Great Northern Mall
	C-134
	4081 Rt 31
	Clay, NY
	13041
	3,090
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	169
	Sangertown Mall
	G03
	Rt 5 & 5A
	New Hartford, CT
	13413
	4,098
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	171
	Westmoreland Mall
	218
	5256 Rt 30 E
	Greensburg, PA
	15601
	2,838
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	172
	Dover Mall
	3024
	3024 Dover Mall
	Dover, DE
	19901
	4,274
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	174
	Green Acres Mall
	107
	1005 Green Acres Mall
	Valley Stream, NY
	11581
	3,624
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	175
	Tippecanoe Mall
	C11B
	2415 Sagamore Pkwy S
	Lafayette, IN
	47905
	4,600
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	176
	Fox Run Mall
	L7
	50 Fox Run Rd
	Newington, NH
	03801
	3,670
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204







	
												
	177
	The Shops at Ithica Mall (Pyramid Mall)
	B07
	40 Catherwood Rd
	Ithaca, NY
	14850
	3,533
	Triax Management Corp
	40 Catherwood Drive
	Ithaca
	NY
	14850

	178
	Hudson Valley Mall
	H-04
	1300 Ulster Avenue
	Kingston, NY
	12401
	3,600
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanoogo
	TN
	37421

	183
	Metrocenter Mall
	2172A 
	9818 Metro Pkwy E
	Phoenix, AZ
	85051
	3,702
	Carlyle Development Group
	2700 Westchester Avenue
	Purchase
	NY
	10577

	184
	Palisades Center
	B203
	2452 Palisades Center Dr
	West Nyack, NY
	10994
	5,649
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	185
	South Shore Mall
	N23
	1701 Sunrise Hwy
	Bay Shore, NY
	11706
	3,593
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	188
	Stones River Mall
	A160
	1720 Old Fort Parkway
	Murfreesboro, TN
	37129
	3,000
	Bayer Properties Inc.
	2222 Arlington Ave
	Birmingham
	AL
	35205

	189
	Southland Shopping Center
	1290
	23000 Eureka Rd
	Taylor, MI
	48180
	3,500
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	190
	Dayton Mall
	252
	OH
	Dayton, OH
	45459
	3,720
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	192
	The Pavillions at Buckland Hills
	1138
	194 Buckland Hills Dr
	Manchester, CT
	06040
	4,000
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	193
	Exton Square Mall
	2005
	306 Exton Square Pkwy
	Exton, PA
	19341
	3,360
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	194
	Mall of New Hampshire
	W123
	1500 S Willow St
	Manchester, NH
	03103
	3,708
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	195
	Crystal Mall
	R207
	850 Hartford Tpke
	Waterford, CT
	06385
	2,842
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	197
	Annapolis Mall
	126
	1340 Annapolis Mall
	Annapolis, MD
	21401
	3,974
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	198
	Orland Square Shopping Center
	B11
	240 Orland Square
	Chicago, IL
	60462
	3,081
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	200
	Northshore Mall
	E155
	210 Andover St
	Peabody, MA
	01960
	3,467
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	201
	Southern Park Mall
	751 A
	7401 Market St
	Youngstown, OH
	44512
	3,700
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	202
	Great Lakes Crossing
	859RENEW
	4532 Baldwin Rd
	Auburn Hills, MI
	48326
	3,184
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	203
	Northwoods Mall
	G532
	2150 Northwoods Blvd
	Charleston, SC
	29406
	4,073
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	204
	Mall of America
	N267
	60 E Broadway
	Bloomington, MN
	55425
	8,027
	Triple Five
	8882-17 Street, 
	Edmonton
	AB
	T5T 4M2

	205
	Century Mall III
	629
	3075 Clairton Rd
	West Mifflin, PA
	15123
	3,107
	Moonbeam Capital Investment LLC
	9103 Alta Drive
	Las Vegas
	NV
	89145







	
												
	206
	Hanes Mall
	AL-120
	3320 Silas Creek Pkwy
	Winston Salem, NC
	27103
	3,962
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	207
	Rivertown Crossing
	2048
	3700 Rivertown Pkwy SW
	Grandville, MI
	49418
	5,571
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	208
	Providence Place
	5360
	118 Providence Pl
	Providence, RI
	02903
	3,090
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	209
	Meriden Square Mall
	4068
	470 Lewis Ave
	Meriden, CT
	06451
	3,436
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	214
	Southpark Center
	DL 408
	408 Southpark Ctr
	Strongsville, OH
	44136
	3,428
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	215
	Glenbrook Square Mall
	L06
	4201 Coldwater Rd
	Fort Wayne, IN
	46805
	5,500
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	216
	Market Place Shopping Center
	340
	2000 N Neil St
	Champaigne, IL
	61820
	3,826
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	218
	Summit Mall
	258A
	3265 W Market St
	Akron, OH
	44333
	3,139
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	219
	Eastwood Mall
	652
	5555 Youngstown-Warren Rd
	Niles, OH
	44446
	3,500
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	220
	College Mall
	M13A
	2918 E Third St
	Bloomington, IN
	47401
	3,523
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	221
	Muncie Mall
	LO5
	3501 N Granville Ave
	Muncie, IN
	47303
	3,698
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	222
	Plymouth Meeting Mall
	2100
	500 W Germantown Pike
	Plymouth, PA
	19462
	3,083
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	223
	Haywood Mall
	2045
	700 Haywood Mall
	Greenville, SC
	29605
	3,442
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	224
	Jersey Gardens
	2076
	651 Kapkowski Rd
	Elizabeth, NJ
	07201
	5,331
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	225
	Knoxville Center Mall
	P04A
	3001 Knoxville Center Dr
	Knoxville, TN
	37924
	3,019
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	226
	Meridian Mall
	243
	1982 E Grand River Ave
	Lansing, MI
	48864
	3,690
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	227
	Franklin Park Mall
	1430
	5001 Monroe St
	Toledo, OH
	43623
	5,509
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	228
	Potomac Mills Center
	247A
	2700 Potomac Mills Cir
	Woodbridge, VA
	22192
	3,561
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	230
	Coolsprings Galleria
	2140
	1800 Galleria Blvd
	Franklin, TN
	37067
	3,736
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	231
	Fairlane Town Center
	N314
	18900 Michigan Ave
	Dearborn, MI
	48126
	3,047
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200







	
												
	233
	Colonial Mall Gadsden
	47
	1001 Rainbow Dr
	Gadsden, AL
	35901
	3,165
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	234
	Colonial Park Mall
	15
	Rt 22 and Colonial Road
	Harrisburg, PA
	17109
	3,260
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	236
	Pheasant Lane Mall
	E139
	310 Daniel Webster Hwy
	Nashua, NH
	03060
	4,481
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	237
	Beaver Valley Mall
	640
	640 Beaver Valley Mall
	Monaca, PA
	15061
	4,000
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	238
	Honey Creek
	B2
	3401 S US Hwy 41
	Terre Haute, IN
	44310
	3,667
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	239
	RiverGate Mall
	1040
	1000 Two Mile Pkwy
	Goodlettsville, TN
	37072
	3,452
	Hendon Properties 
	3445 Peachtree Road
	Atlanta
	GA
	30326

	240
	Cary Town Center
	E4428
	1105 Walmut St
	Raleigh, NC
	27511
	2,567
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	242
	Grand Central Mall
	251
	100 Grand Central Mall
	Vienna, WV
	26105
	3,808
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	243
	Mall at Johnson City
	17
	2011 N Roan St
	Johnson City, TN
	37601
	4,028
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	244
	Maplewood Mall
	2048B
	3001 White Bear Ave
	Maplewood, MN
	55109
	3,700
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	246
	Chapel Hill Mall
	339
	2000 Britain Ste 431
	Akron, OH
	44310
	3,418
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	247
	Fashion Square Mall
	C312
	4691 Fashion Square Mall
	Saginaw, MI
	48604
	3,009
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	248
	Wilton Mall
	F017
	3065 Rt 50
	Saratoga Springs, NY
	12866
	3,382
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	249
	Asheville Mall
	L42
	3 S Tunnel Rd
	Asheville, NC
	28805
	3,154
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	250
	Burnsville Center
	1044
	1178 Burnsville Ctr
	Burnsville, MN
	55306
	3,886
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	251
	Eastland Mall
	414
	800 N Green River Rd
	Evansville, IN
	47715
	5,198
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	252
	Opry Mills Mall
	306A
	433 Opry Mills Dr
	Nashville, TN
	57214
	4,000
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	254
	Mid Rivers
	1252
	1252 Mid Rivers Mall Dr
	St Peters, MO
	63376
	3,133
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd.
	Chattanooga
	TN
	37421

	256
	Independence Mall
	D114
	101 Independence Mall Wy
	Kingston, MA
	02364
	3,027
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078







	
												
	257
	Circle Centre Mall
	F16
	49 W Maryland St
	Indianapolis, IN
	46225
	3,632
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	258
	Tysons Corner Center
	G005U
	7983 Tysons Corner Ctr
	McLean, VA
	22102
	3,578
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	259
	Arundel Mills
	211
	7000 Arundel Mills Cir
	Hanover, MD
	21076
	3,088
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	260
	Arnot Mall
	N-9
	3300 Chambers Rd
	Horsehead, NY
	14844
	3,000
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	261
	Morgantown
	613
	9613 Mall Rd
	Morgantown, WV
	26501
	2,870
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	262
	Arbor Place
	1180
	6700 Douglas Blvd
	Douglassville, GA
	30315
	3,237
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	263
	Governor's Square
	2170
	1500 Apalachee Pkwy
	Tallahassee, FL
	32301
	3,024
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	265
	Miller Hill
	J08
	1600 Miller Trunk Hwy
	Duluth, MN
	55811
	2,842
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	266
	Merle Hay Mall
	912
	3800 Merle Hay Rd
	Des Moines, IA
	50310
	3,456
	Abbell Associates
	30 N. LaSalle St
	Chicago
	IL
	60602

	268
	Oak Court
	1130
	4465 Poplar Ave
	Memphis, TN
	38117
	4,876
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	269
	Four Seasons Mall
	209
	209 Four Seasons Town Ctr
	Greensboro, NC
	27427
	3,585
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	271
	Harford Mall
	W4
	678 Belair Rd
	Belair, MD
	21014
	3,243
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	272
	University Mall
	112
	1701 McFarlen Blvd E
	Tuscaloosa, AL
	35405
	3,539
	Aronov Realty Management
	3500 Eastern Blvd.
	Montgomery
	AL
	36116-1781

	273
	Meadowbrook Mall
	640
	2640 Meadowbrook Rd
	Bridgeport, WV
	26330
	3,352
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	274
	Sandusky Mall
	327
	4314 Milan Rd
	Sandusky, OH
	44870
	3,488
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	275
	Eastland Mall
	1055
	1615 E Empire St
	Bloomington, IL
	61701
	4,211
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd.
	Chattanooga
	TN
	37421

	277
	Brass Mill
	1128
	495 Union St
	Waterbury, CT
	06706
	3,759
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	278
	White Marsh
	2050
	8200 Perry Hall Blvd
	Baltimore, MD
	21236
	5,273
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	280
	Concord Mills
	658
	8111 Concord Mills Blvd
	Concord, NC
	28027
	5,100
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	281
	Kennedy Mall
	566 
	555 John F Kennedy Rd
	Dubuque, IA
	52002
	3,745
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	282
	Augusta Mall
	1320
	3450 Wrightsboro Rd
	Augusta, GA
	30909
	3,242
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606







	
												
	283
	Independence Mall
	1093
	3500 Oleander Dr
	Wilmington, NC
	28403
	3,216
	Madison Marquette 
	3500 Oleander Drive
	Wilmington
	NC
	28403

	285
	Colonial Mall Greenville
	D4
	714 SE Greenville Blvd
	Greenville, NC
	27858
	2,895
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036

	286
	Richland Mall
	A7
	649 Richland Mall
	Mansfield, OH
	44906
	4,242
	Madison Marquette
	2001 Pennsylvania Ave NW
	Washington
	DC
	20006

	287
	North Dartmouth Mall
	1360
	137 North Dartmouth Mall
	North Dartmouth, MA
	02747
	3,300
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	288
	Eastland Mall
	B8
	2716 Eastland Mall
	Columbus, OH
	43232
	4,560
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	289
	Woodland Mall
	107
	3195 28th St
	Grand Rapids, MI
	49512
	3,615
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	290
	Valley Hills Mall
	230
	1960 Hwy 70 SE
	Hickory, NC
	28602
	3,699
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	291
	Riverchase Galleria
	221
	2000 Riverchase Galleria
	Hoover, AL
	35244
	3,089
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	292
	Westroads
	3667
	10000 California St
	Omaha, NE
	68114
	4,022
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	293
	Tanger Factory Outlet Center-NY
	1409A
	1770 W Main St
	Riverhead, NY
	11901
	3,860
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	294
	Springfield Mall
	U10B
	1250 Baltimore Pkwy
	Springfield, PA
	19064
	3,258
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	297
	Macomb Mall
	240 & 250
	32281 Gratiot Ave
	Roseville, MI
	48066
	3,000
	HKS Management 
	939 W. North Avenue
	Chicago
	IL
	60642

	299
	Mall of Louisiana
	2186
	6401 Blue Bonnet Blvd
	Central, LA
	70836
	3,369
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	300
	River Hills Mall
	308 
	1850 Adams St
	Mankato, MN
	56001
	3,044
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	301
	Colonial Mall Bel Aire
	C19
	3449 Bel Air Mall
	Mobile, AL
	36606
	2,846
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	303
	Northtown Mall
	H19
	398 Northtown Dr
	Blaine, MN
	55434
	3,600
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	304
	Bangor Mall
	1051
	663 Stillwater Ave
	Bangor, ME
	04401
	3,514
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	305
	Oakdale
	35
	601-635 Harry L. Drive
	Johnson City, NY
	13790
	4,000
	Vornado
	210 Route 4 East
	Paramus
	NJ
	07652

	306
	Independence Center
	G07 
	1162 Independence Center Dr
	Independence, MO
	64057
	4,174
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	307
	Polaris
	2094
	1500 Polaris Pkwy
	Columbus, OH
	43240
	3,243
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	308
	South County Mall
	342
	51 South County Centerway
	Koch, MO
	63129
	3,861
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd.
	Chattanooga
	TN
	37421







	
												
	309
	Midway Mall
	F36
	3214 Midway Mall
	Elyria, OH
	44035
	3,036
	Madison Marquette
	2001 Pennsylvania Ave NW
	Washington
	DC
	20006

	310
	Valley View Mall
	UB 80
	4802 Valley View Blvd NW
	Roanoke, VA
	24012
	3,866
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	311
	West Ridge Mall
	G13A 
	1801 S W Wannamaker Rd
	Topeka, KS
	66604
	3,093
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	312
	McKinley Mall
	714
	3701 McKinley Pkwy
	Buffalo, NY
	14219-2683
	3,337
	Stoltz
	725 Conshohocken State Road
	Bala Cynwyd
	PA
	19004

	313
	Maine Mall
	N137
	364 Main Mall Rd
	South Portland, ME
	04106
	3,970
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	314
	CherryVale Mall
	F29
	7200 Harrison Ave
	Rockford, IL
	61112
	3,438
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	315
	St Clair Square
	105
	134 St Clair Square
	Fairview Heights, IL
	62208
	4,042
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	316
	Cross Creek Mall
	TB7
	443 Cross Creek Mall
	Fayetteville, NC
	28303
	4,599
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	317
	Charleston Town Center
	2105
	2105 Charleston Town Ctr
	Charleston, WV
	25389
	2,849
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	319
	White Oaks Mall
	c10
	2501 W Wabash
	Springfield, IL
	62704
	3,623
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	330
	Park Plaza Mall
	3048
	6000 West Markham Street
	Little Rock, AR
	72205
	2,910
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	331
	The Hanover Mall
	113
	1775 Washington St
	Hanover, MA
	02339
	3,000
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd.
	Chattanooga
	TN
	37421

	332
	Chicago Ridge
	H-1
	444 Chicago Ridge Mall Drive
	Chicago, IL
	60415
	3,509
	Starwood Retail
	591 West Putnum Ave
	Chicago
	IL
	60601

	333
	Washington Square
	166 
	10202 E Washington St
	Indianapolis, IN
	46229
	3,016
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	334
	Ashland Town Center
	468
	500 Winchester Ave
	Ashland, KY
	41101
	3,354
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	335
	River Valley Mall
	317
	1635 River Valley Circle South
	Lancaster, OH
	43130
	3,740
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	336
	Logan Valley Mall
	A - 944
	5580 Goods Lane
	Altoona, PA
	16602
	3,227
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	337
	Capital City Mall
	230
	3506 Capital City Mall Dr
	Camp Hill, PA
	17011-7003
	3,603
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	338
	Jefferson Pointe Mall
	H10
	4120 W Jefferson Blvd
	Fort Wayne, IN
	46804
	3,401
	UCR Asset Services
	Ste 800
	Dallas
	TX
	75231







	
												
	339
	The Mall at Whitney Field
	238
	100 Commercial Road
	Leominster, MA
	46804
	3,548
	The Mall at Whitney Field
	100 Commercial Road
	Leominster
	MA
	46804

	340
	Oakwood Mall
	322
	4800 Golf Rd
	Eau Claire, WI
	54701
	3,786
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	341
	The Lakes Mall
	1076
	1740 Mt Garfield Rd
	Muskegon, MI
	49444
	2,928
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	342
	York Galleria
	166
	2899 Whiteford Road
	York, PA
	17402
	3,055
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	343
	River Ridge Mall
	B90
	3405 Candlers Mountain Rd
	Lynchburgh, VA
	24502
	3,200
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	346
	Robinson Town Center
	2490
	Robinson Mall
	Robinson Township, PA
	 
	3,266
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	347
	Stroud Mall
	152
	344 Stroud Mall Rd.
	Stroudsburg, PA
	18360
	2,750
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	348
	Connecticut Post
	2035
	1201 Boston Post Rd
	Milford, CT
	06460
	4,680
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	349
	Berkshire Mall
	310
	1665 State Hill Rd
	Wyomissing, PA
	19610
	4,300
	Allied Properties
	4737 Concord Pike
	Wilmington
	DE
	19803

	351
	The Plaza at King of Prussia
	2035
	160 N Guloph Rd
	King of Prussia, PA
	19406
	6,306
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	353
	Northpark Mall
	36
	320 W Kimberly Rd
	Davenport, IA
	52806
	3,415
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	355
	Eastgate Mall
	B-344
	4601 Eastgate Blvd
	Cincinnati, OH
	45245
	3,964
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	356
	Southpark
	F40
	224 South Park Cir
	Colonial Heights, VA
	23834
	3,150
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	357
	Clearview Mall
	720
	101 Clearview Circle
	Butler, PA
	16001
	2,997
	Gumburg Asset Mgmt. Corp.
	3200 North Federal Highway
	Ft. Lauderdale
	FL
	33306

	358
	Gateway Mall
	C338
	#5 Gateway
	Lincoln, NE
	68505
	3,728
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	360
	Nittany Mall
	731
	2901 East College Ave
	State College, PA
	16801
	3,333
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	361
	Spring Hill
	1422
	1072 Spring Hill Mall
	West Dundee, IL
	60118
	3,402
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	362
	Solomon Pond
	N219
	601 Donald Lynch Blvd
	Marlborough, MA
	01752
	3,208
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	363
	Mall of Georgia
	2025
	3333 Buford Dr
	Buford, GA
	30519
	3,713
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	364
	Northwoods Mall
	BL06
	2200 West War Memorial Dr.
	Peoria, IL
	61613
	4,281
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204







	
												
	365
	Findlay Village
	153
	Findlay-Tiffin Rd, US 224
	Findlay, OH
	45839
	3,600
	Gumburg Asset Mgmt. Corp.
	3200 North Federal Highway
	Ft. Lauderdale
	FL
	33306

	366
	Wausau Center
	A124
	 
	Wausau, WI
	 
	3,600
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	367
	Birchwood Mall
	0222
	4350 24th Avenue #324
	Fort Gratiot, MI
	48059
	3,199
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	368
	Susquehanna Valley
	F02A 
	Rtes 11 & 15
	Selinsgrove, PA
	17870
	3,090
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	371
	Salmon Run Mall
	B117
	Interstate Rte 81
	Watertown, NY
	13601
	2,958
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	372
	Champlain Center North
	C119
	459 Rte 3
	Plattsburgh, NY
	 
	3,366
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	373
	Florence Mall
	2018
	1132 Florence Mall
	Florence, KY
	 
	4,000
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	375
	Palmer Park Mall
	B-9
	2455 Park Ave
	Easton, PA
	18042
	2,971
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	376
	Manhattan Town Center
	250
	100 Manhattan Center
	Manhattan, KS
	66502
	3,500
	Urban Retail Properties, LLC 
	111 East Wacker, Ste 2400
	Chicago
	IL
	60601

	377
	Jefferson Mall
	C-576
	4801 Outer Loop
	Louisville, KY
	40219
	2,521
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	378
	University Mall
	H05
	155 Dorset Street
	South Burlington, VT
	05403
	3,000
	Finard Properties LLC
	419 Boylston St
	Boston
	MA
	02116

	379
	Rockingham Park Mall
	W247
	99 Rockingham Park Blvd
	Salem, NH
	03079
	3,419
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	380
	Brookfield Square
	D-07
	95 North Moorland Road
	Brookfield, WI
	53005-6084
	3,987
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	381
	Johnstown Galleria
	220
	Galleria Drive
	Johnstown, PA
	15901
	3,250
	Zamias
	300 Market Street
	Johnstown
	PA
	15901

	382
	Madison Square Mall
	17 & 18
	5901 University Drive
	Huntsville, AL
	35806
	3,060
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	383
	Rotterdam Square
	G - 106
	93 West Campbell Road
	Schenectady, NY
	12306
	2,930
	Rotterdam Square
	93 West Campbell Road
	Schenectady
	NY
	12306

	384
	Kenwood Town Center
	L-209
	7875 Montgomery Road
	Cincinnati, OH
	45236
	3,650
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	385
	Kentucky Oaks Mall
	270
	5101 Hinkleville Road
	Paducah, KY
	42001
	3,651
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	386
	Upper Valley Mall
	242
	1475 Upper Valley Pike
	Springfield, OH
	45504
	3,024
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	387
	Apple Blossom Mall
	S131A
	1850 Apple Blossom Drive
	Winchester, VA
	22601
	3,252
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204







	
												
	388
	College Square - IA
	1325
	6301 University Avenue
	Cedar Falls, IA
	50613
	3,514
	GK Developement Inc.
	257 E Main St. Suite 100
	Barrington
	IL
	60010

	389
	Wolfchase Galleria
	1450
	2760 North Germantown Parkway
	Memphis, TN
	38133
	3,453
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	390
	Magnolia Mall
	1418
	271 David McLead Boulevard
	Florence, SC
	29501
	3,002
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	392
	West Towne Mall
	D8
	66 West Towne Mall
	Madison, WI
	53719-1069
	3,050
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	393
	Regency Mall
	B-216
	5538 Durand Avenue
	Racine, WI
	53406-5052
	3,450
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	394
	Northgate Mall
	114
	9501 Colerain Avenue
	Cincinnati, OH
	45251
	3,300
	Northgate Mall
	9501 Colerain Avenue
	Cincinnati
	OH
	45251

	395
	Brunswick Square
	212
	755 State Highway 18
	East Brunswick, NJ
	08816
	3,790
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	396
	Easton Town Center
	422
	4045 The Strand West
	Columbus, OH
	43219
	3,673
	Steiner and Associates, Inc.
	4016 Townsfair Way
	Columbus
	OH
	43219

	397
	Indian Mound Mall
	725
	771 South 30th Street
	Heath, OH
	43056
	3,953
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	398
	Towne East Square
	H10A
	7700 East Kellog Drive
	Wichita, KS
	67207
	3,100
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	399
	Sikes Senter Mall
	490
	3111 Midwestern Parkway
	Wichita Falls, TX
	76308
	3,500
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	441
	Georgia Square Mall
	16
	3700 Atlanta Highway
	Athens, GA
	30606-3155
	3,150
	Hendon Properties
	3445 Peachtree Road
	Atlanta
	GA
	30326

	442
	Mall of Abilene
	1132
	4310 Buffalo Gap Rd
	Abilene, TX
	79606
	3,339
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	444
	Central Mall
	125
	5111 Rogers Avenue
	Fort Smith, AR
	72903
	2,920
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	446
	Westwood Mall
	804
	1850 West Michigan Ave.
	Jackson, MI
	49201
	4,214
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	447
	Eastwood Town Center
	I4
	3011 Preyede Blvd.
	Lansing, MI
	48912
	3,600
	RPAI Southwest Management LLC
	2021 Spring Road
	Oak Brook
	IL
	60523

	448
	Penn Square Mall
	2010
	1901 Northwest Expressway
	Oklahoma City, OK
	73116
	3,152
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	449
	Louis Joliet Mall
	1118
	1118 Mall Loop Drive
	Joliet, IL
	60431
	4,281
	Starwood Retail
	591 West Putnum Ave
	Joliet
	IL
	60431

	450
	Crossroads Center
	E-10
	4101 West Division Street
	St. Cloud, MN
	56301
	4,021
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	451
	University Mall
	A16
	1237 East Main Street  PO Box 3187
	Carbondale, IL
	62902
	3,600
	Urban Retail Properties
	111 East Wacker, Ste 2400
	Chicago
	IL
	60611

	452
	West Valley Mall
	254
	3200 North Naglee Road
	Tracy, CA
	95304
	3,498
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703







	
												
	453
	Cape Cod Mall
	S-119
	Route 132 & Route 28
	Hyannis, MA
	02601
	3,862
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	454
	Grand Traverse Mall
	208
	3200 S Airport Road West
	Traverse City, MI
	49684
	3,040
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	456
	Lakeland Square Mall
	630
	3800 US HWY 98N.
	Lakeland, FL
	33809
	3,200
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036

	457
	Colony Square
	430
	3575 Maple Ave
	Zanesville, OH
	43701
	2,659
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	459
	Towne Mall
	A-006
	1704 Dixie Highway
	Elizabethtown, KY
	42701
	3,000
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	460
	Janesville Mall
	155A
	2500 Milton Ave
	Janesville, WI
	53545
	3,418
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	461
	West Park Mall
	251D
	3049 William
	Cape Girardeau, MO
	63703
	3,811
	Madison Marquette
	2001 Pennsylvania Ave NW
	Washington
	DC
	20006

	462
	Viewmont Mall
	772
	Scranton Carbondale Highway
	Scranton, PA
	18508-1305
	3,300
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	463
	Swansea Mall
	1106A
	Swansea Mall Drive
	Swansea, MA
	02777
	3,028
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	464
	Bay City Mall
	E505
	4101 East Wilder Road
	Bay City, MI
	48706
	3,410
	HKS Management 
	939 W. North Avenue
	Chicago
	IL
	60642

	465
	Lansing Mall
	174
	5330 W. Saginaw Highway
	Lansing, MI
	48917
	3,500
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	466
	Lakeview Square Mall
	631
	5775 Beckley Road
	Battle Creek, MI
	49015
	3,500
	GK Development, Inc
	257 East Main Street, Ste 100
	Barrington
	IL
	60010

	467
	Governor's Square Mall
	680
	2801 Wilma-Rudolph Blvd
	Clarksville, TN
	37042
	3,720
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	468
	Eastfield Mall
	129
	1655 Boston Road
	Springfield, MA
	01129
	3,470
	Mountain Development Corp.
	100 Delawanna Avenue
	Clifton
	NJ
	07014

	469
	Northpark Mall
	162 
	Northpark Mall
	Joplin, MO
	64801
	3,167
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	470
	Northgate Mall (TN)
	F020/F0303
	203 Northgate Mall
	Chattanooga, TN
	37415
	3,000
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd.
	Chattanooga
	TN
	37421

	471
	Hulen Mall
	1635
	1070 Hulen Mall
	Fort Worth, TX
	76132
	2,909
	General Growth 
	110 North Wacker Drive
	Columbia
	MD
	21044

	472
	Ridgmar Mall
	K15
	2044 Green Oaks Road
	Fort Worth, TX
	76116
	2,982
	GK Development
	257 East Main Street, Ste 100
	Barrington
	IL
	60010

	474
	Apache Mall
	311
	333 Apache Mall
	Rochester, MN
	55902
	3,041
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	475
	Anderson Mall
	Q-8B
	3101 North Main Street
	Anderson, SC
	29621
	3,848
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204







	
												
	476
	South Shore Plaza
	2067
	250 Granite Street
	Braintree, MA
	02184
	4,964
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	477
	Northgate Mall (NC)
	410
	1058 West Club Road
	Raleigh, NC
	27701
	2,747
	Northgate Associates
	PO Box 2476
	Durham
	NC
	27715

	478
	Yorktown Mall
	133
	133 Yorktown Center
	Lombard, IL
	60148
	2,835
	Collarmele Patners
	2929 East Commercial Blvd
	Fort Lauderdale
	FL
	33308

	479
	Pecanland Mall
	1412
	4700 Millhaven Road
	Monroe, LA
	71203
	3,654
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	481
	Park Place Mall
	344
	5870 East Broadway Blvd
	Tucson, AZ
	85711
	3,918
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	482
	Neshaminy Mall
	622
	622 Neshaminy Mall
	Bensalem, PA
	19020
	3,175
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	483
	Triangle Town Center
	FL1041 New
	5950 Triangle Town Blvd.
	Raleigh, NC
	27616
	3,541
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd.
	Chattanooga
	TN
	37421

	484
	The Oaks Mall
	D-5 and D-6
	6357 West Newberry Road
	Gainsville, FL
	32605
	3,349
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	485
	Collin Creek Mall
	1375
	811 North Central Expressway
	Plano, TX
	75075
	3,531
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	486
	Colonial Mall at Auburn
	44
	1627-44 Opelika Road
	Auburn, AL
	36830
	3,538
	Hull Storey Gibson Companies, LLC
	1627 Opelika Rd
	Auburn
	AL
	36830

	487
	Carolina Place Mall
	A-08
	11025 Carolina Place Parkway
	Pineville, NC
	28134
	4,145
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	488
	The Parks at Arlington
	2420
	3811 South Cooper Street
	Arlington, TX
	76015-4194
	4,313
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	489
	Towne Square Mall
	E-5
	5000 Frederica Street
	Owensboro, KY
	42301
	3,674
	Towne Square Mall, LLC
	3500 Eastern Blvd
	Montgomery
	AL
	36123-5000

	490
	Grove City Premium Outlets
	1045
	1911 Leesburg Grove City Road
	Grove City, PA
	16127
	4,749
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	491
	Hagerstown Premium Outlets
	520
	495 Prime Outlets Blvd.
	Hagerstown, MD
	21740
	5,063
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	492
	San Marcos Outlet Stores
	401 &402
	3939 South I H 35
	San Marcos, TX
	78666-5957
	5,764
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	493
	Rehoboth Outlets
	321
	1600 Ocean Outlets
	Rehoboth Beach, DE
	19971
	5,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	494
	Valley Mall
	412A
	1925 E. Market Street
	Harrisonburg, VA
	22801
	3,200
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	507
	Greenwood Mall
	516 
	2625 Scottsville Road
	Bowling Green, KY
	42104
	7,168
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	508
	Myrtle Beach Outlet
	H100
	4625 Factory Stores Blvd.
	Myrtle Beach, SC
	29579
	5,040
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	509
	Pleasant Prairie Outlets
	C050
	11211 120th Avenue
	Kenosha, WI
	53158
	3,600
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068







	
												
	510
	Jeffersonville
	755
	8755 Factory Shops Blvd
	Jeffersonville, OH
	43128
	4,976
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	511
	Birch Run Premium Outlets
	H010
	12140 South Beyer Road
	Birch Run, MI
	48415
	6,000
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	512
	Prime Outlets Niagara
	20 / 21
	1672 Military Road
	Niagara Falls, NY
	14304
	5,730
	AWE Talisman
	355 Alhambra Circle
	Coral Gables
	FL
	33134

	515
	Waterloo Outlets
	C098
	655 Route 318
	Waterloo, NY
	13165
	6,000
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	516
	Huntley Outlets
	A-2
	11800 Factory Shops BLvd
	Huntley, IL
	60149
	5,104
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	517
	New River Valley Mall
	716
	782 New River Road
	Christiansburg, VA
	24073-6506
	3,542
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	518
	Crossroads Mall
	120
	6650 South Westnedge Road
	Portage, MI
	49024
	3,271
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	519
	Wyoming Valley Mall
	338
	29 Wyoming Valley Mall
	Wilkes Barre, PA
	18702
	3,976
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	520
	Virginia Center Commons
	324
	10101 Brook Road
	Glen Allen, VA
	23059
	2,809
	Simon Property Group LP
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	521
	Geneva Center Commons
	2200
	502 Commons Way
	Geneva, IL
	60134
	3,600
	Mid-America
	One Parkview Plaza
	Oakbrook Terrace
	IL
	60181

	522
	Southridge Mall
	1300
	5300 South 76th Street
	Greendale, WI
	53129
	4,500
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	523
	Tulsa Promenade
	221
	4107 South Yale Avenue
	Tulsa, OK
	74135
	3,682
	Tulsa Promenade Reatly Mgmt LLC
	4107 South Yale Ave
	Tusla
	OK
	74135

	524
	Esplanade Mall
	220
	1401 West Esplanade Avenue
	Kenner, LA
	70065
	3,274
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	525
	Kirkwood Mall
	440
	877 Kirkwood Mall
	Bismarck, ND
	58504
	4,284
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	526
	Grapevine Mills Mall
	526A
	3000 Grapevine Mills Parkway
	Grapevine, TX
	76051
	6,792
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	527
	Golden East Crossing
	1112
	1100 N. Wesleyan Blvd
	Rocky Mount, NC
	27804
	2,606
	Hendon Properties
	3445 Peachtree Road
	Atlanta
	GA
	30326

	528
	Sarasota Square
	A2
	8201 South Tamiami Trail
	Sarasota, FL
	34238
	3,200
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	529
	Green Tree Mall
	526
	757 E. Highway 131
	Clarksville, IN
	47129
	3,000
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanoogo
	TN
	37421

	530
	Columbia Mall (MO)
	318
	2300 Bernadette Drive
	Columbia, MO
	65203
	3,003
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	531
	Quintard Mall
	72-B
	700 Quintard Drive
	Oxford, AL
	36203
	3,515
	Grimmer Realty Company
	200 Green Springs Highway
	Birmingham
	AL
	35209-4906







	
												
	532
	Huntington Mall
	760
	Route 60 and Mall Road
	Barboursville, WV
	25504
	3,566
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	533
	Northtown Mall
	2216
	4750 North Division Street
	Spokane, WA
	99207
	3,067
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	535
	Bellis Fair Mall
	604
	1 Bellis Fair Parkway
	Bellingham, WA
	98226
	3,426
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	536
	Patrick Henry Mall
	413
	12300 Jefferson Ave.
	New Port News, VA
	23602
	3,434
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	537
	The Citadel Mall
	2392
	750 Citadel Drive
	Colorado Springs, CO
	80909
	3,914
	Spinoso
	100 Northern Concourse
	North Syracuse
	NY
	13212

	538
	North East Mall
	D-18B
	1001 Melbourne Street
	Hurst, TX
	76053
	3,199
	Simon Property Group LP
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	539
	Alderwood Mall
	230
	3000 184th Street Southwest
	Lynnwood, WA
	98037
	3,132
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	540
	Kitsap Mall
	A08
	10315 Silverdale Way Northwest
	Silverdale, WA
	98383
	3,500
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	541
	South Hill Mall
	944 
	3500 South Meridian
	Puyallup, WA
	98373
	3,382
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	543
	Vancouver Mall
	246
	8700 NE Vancouver Mall Drive
	Vancouver, WA
	98662
	3,210
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	544
	Bay Park Square
	985
	303 Bay Park Square
	Green Bay, WI
	54304
	3,527
	Simon Property Group LP
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	545
	Country Side Mall
	1059
	27001 US Highway 19
	Clearwater, FL
	33761
	3,349
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	546
	Fox River Mall
	104 old
	4301 West Wisconsin Ave
	Appleton, WI
	54913
	4,000
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	548
	Lima Mall
	542
	2400 Elida Road
	Lima, OH
	45805
	4,000
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	549
	Valley View Mall-WI
	162
	3800 State Road 16
	LaCrosse, WI
	54601
	3,422
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	550
	Post Oak Mall
	4006
	1500 Harvey Road
	College Station, TX
	77840
	3,785
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	551
	Midland  Mall
	234
	6800 Eastman Avenue
	Midland, MI
	48642
	3,800
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	553
	Carolina Mall
	265
	1408 Concord Parkway N.
	Concord, NC
	28025
	3,418
	Hull Storey Gibson Companies, LLC
	1190 Interstate Parkway
	Augusta
	GA
	30909

	554
	Valley West Mall
	182
	1551 Valley West Drive
	West DeMoines, IA
	50266
	3,888
	Valley West Mall
	1551 Valley West Drive
	West DeMoines
	IA
	50266

	555
	Cordova Mall
	B-217
	5100 North Nine Avenue
	Pensacola, FL
	32504
	3,999
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204







	
												
	557
	Quail Springs
	252
	2501 West Memorial Road
	Oklahoma City, OK
	73134
	3,333
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	558
	Towne West Square
	K02A
	4600 West Kellogg
	Wichita, KS
	67209
	3,180
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	560
	North Point Mall
	2122
	2122 North Point Circle
	Alpharetta, GA
	30022
	3,596
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	561
	Altamonte Mall
	1453 
	451 East Altamonte Drive  Suite 1453
	Altamonte Springs, FL
	32701
	3,552
	General Growth 
	110 North Wacker Drive
	Chicago
	IL
	60606

	563
	Vista Ridge Mall
	1386
	2401 South Stemmons Fairway
	Lewisville, TX
	75067
	2,762
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	565
	North Star Mall
	100
	7400 San Pedro
	San Antonio, TX
	78216
	4,620
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	566
	Memorial City Mall
	201
	303 Memorial City Mall
	Houston, TX
	77027
	3,458
	Memorial City Mall Mall, LP
	929 Gessner
	Houston
	TX
	77024

	567
	Empire Mall
	314
	1230 Empire Mall
	Sioux Falls, SD
	57106
	3,409
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	568
	Southern Hills Mall
	312
	4400 Sergeant Road
	Sioux City, IA
	51106
	3,561
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	569
	Oglethorpe Mall
	32
	7804 Abercorn Street
	Savannah, GA
	31406
	3,580
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	570
	Southlake Mall
	1206
	1206 Southlake Mall
	Morrow, GA
	30260
	8,242
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	571
	Millcreek Mall
	250
	250 Millcreek Mall
	Erie, PA
	16565
	3,708
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	572
	Vintage Faire Mall
	Q06
	3401 Dale Road
	Modesto, CA
	95356
	3,776
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	573
	Wiregrass Commons
	95
	900 Commons Drive
	Dothan, AL
	36303
	3,407
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	574
	Westgate Mall
	370
	205 West Blackstock Road
	Spartanburg, SC
	29301
	4,191
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	575
	Deerbrook Mall
	1090
	20131 Highway 59 North
	Humble, TX
	77338
	3,090
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	576
	Colonial Mall Valdosta
	1034
	1700 Norman Drive
	Valdosta, GA
	31601
	3,371
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	577
	Parkway Place  Mall
	242
	2801 South Memorial Parkway
	Huntsville, AL
	35801
	3,545
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	578
	Francis Scott Key Mall
	660
	5500 Buckyestown
	Frederick, MD
	21703
	4,089
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	579
	Tanger Five Oaks
	1370
	1645 Parkway Suite
	Sevierville, TN
	37862
	3,550
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	580
	Ellenton Premium Outlets
	905
	5109 Factory Shops Blvd
	Ellenton, FL
	34222
	4,118
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068







	
												
	581
	Gaffney Premium Outlets
	235
	235 Factory Shops Blvd.
	Gaffney, SC
	29341
	3,514
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	582
	Tanger Outlet Center in Foley
	422
	2601Soth McKenzie
	Foley, AL
	36535
	5,240
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	583
	Gettysburg Outlet
	B-420
	1863 Gettysburg Village Drive
	Gettysburg, PA
	17325
	3,600
	Horizon Properties Group
	5000 Hakes Drive
	Muskegon
	MI
	49441

	584
	Woodland Hills Mall
	244
	7021 South Memorial Drive
	Tulsa, OK
	74133
	3,531
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	585
	Valley River Mall
	B-8
	265 Valley River Center
	Eugene, OR
	97401
	3,500
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	587
	South Plains Mall
	B-9
	6002 Slide Road
	Lubbock, TX
	79414
	3,590
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	588
	Rivercenter Mall
	491
	849 East Commerce Street
	San Antonio, TX
	78205
	3,558
	River Center Mall
	849 East Commerice Street
	San Antonio
	TX
	8205

	589
	Lakeline Mall
	N10
	11200 Lakeline Mall Drive
	Cedar Park, TX
	78613
	2,986
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	590
	Tuttle Crossing
	139
	5043 Tuttle Crossing Blvd
	Dublin, OH
	43016
	3,013
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	591
	Lakeforest Mall
	E-115
	701 Russell Ave
	Gaithersburg, MD
	20877
	3,152
	Urban Retail Properties
	111 East Wacker, Ste 2400
	Chicago
	IL
	60601

	592
	Clackamas Town Center
	B-209
	12000 South E. 82nd Ave
	Portland, OR
	97086
	3,390
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	593
	Kingsport Town Center (Fort Henry Mall)
	E-39
	2101 Fort Henry Drive
	Kingsport, TN
	37664
	2,880
	Avison Young
	30 Ivan Allen Jr Blvd
	Atlanta
	GA
	30308

	594
	Regency Square Mall
	1308
	301 Cox Creek Parkway
	Florence, AL
	35630
	3,500
	Hull Storey Gibson Companies, LLC
	1190 Interstate Parkway
	Augusta
	GA
	30909

	595
	Eastridge Mall
	108
	246 North New Hope Road
	Gastonia, NC
	28054
	2,870
	Eastridge LP
	6901 Security Blvd
	Baltimore
	MD
	21244

	596
	The Mall of Acadiana
	E209
	5725 Johnston Street
	Lafayette, LA
	70503
	4,653
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd.
	Chattanooga
	TN
	37421

	597
	Spotsylvania Mall
	305
	305 Spotsylvania Mall
	Fredericksburg, VA
	22407
	3,575
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	598
	Rushmore Mall
	218
	2200 North Maple
	Rapid City, SD
	57701
	3,393
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	599
	Tanger Branson
	400
	300 Tanger Blvd.
	Branson, MO
	65616
	3,345
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	600
	Castle Rock Outlets
	370
	5050 Factory Shops Blvd
	Castle Rock, CO
	80106
	4,718
	Craig Realty Group
	1500 Quail St. Suite 100
	Newport Beach
	CA
	92660

	601
	Silver Sand Outlet Center
	127-128
	10676 Emerald Coast Parkway
	Destin, FL
	32541
	3,852
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068







	
												
	602
	Northpark Mall
	216
	1200 East County Line Road
	Ridgeland, MS
	39157
	3,753
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	603
	Tyrone Square
	672A
	6901 Tyrone Square
	St. Petersburg, FL
	33710
	3,500
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	604
	West Acres
	310
	3902 13th Ave Southwest
	Fargo, ND
	58103
	3,318
	West Acres Development
	3902 13th Ave S, Suite 3717
	Fargo
	ND
	58103-7512

	605
	University Mall
	315/317
	2205 University Square Mall
	Tampa Bay, FL
	33612
	4,026
	CBRE
	2200 E. Fowler Ave
	Tampa
	FL
	33612

	606
	Oakridge Mall
	V-21
	925 Blossom HIll Road
	San Jose, CA
	95123
	3,065
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	608
	Florida Mall
	1226
	8001 South Orange Blossom Trail
	Orlando, FL
	32809
	4,485
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	609
	The Maine Mall Outlets
	17
	345 US Route 1
	Kittery, ME
	03904
	3,203
	Ram Management Company
	121 Middle Street
	Portland
	ME
	04101

	611
	Coastal Grand Mall
	460
	500 Coastal Grand Circle
	Myrtle Beach, SC
	29577
	3,360
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	612
	Superstition Springs Mall
	J14
	6555 East Southern Ave
	Mesa, AZ
	85206
	3,310
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	613
	Tanger Williamsburg (IA)
	237
	237 Tanger Drive
	Williamsburg, IA
	52361
	5,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	614
	Wheaton Mall
	151
	11160 Veirs Mill Road
	Silver Spring, MD
	20902
	3,650
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	615
	St. Augustine Outlets
	O102
	2700 State Road 16
	St. Augustine, FL
	32092
	3,900
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	616
	Johnson Creek
	B080
	595 West Linmar Lane
	Johnson Creek, WI
	53038
	4,000
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	617
	Plaza Camino Real
	120
	2525 El Camino Real
	Carlsbad, CA
	92008
	3,860
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	618
	Berkeley Mall
	G-9
	621 A Berkeley Blvd.
	Goldsboro, NC
	27534
	3,782
	Berkley Mall LLC
	720 S. Lafayette St.
	Shelby
	NC
	28150

	619
	Center at Salisbury
	H121
	2300 North Salisbury Blvd
	Salisbury, MD
	21801
	3,100
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036

	620
	Barton Creek Mall
	M05
	2901 Capital fo TX Highway
	Austin, TX
	78746
	3,615
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	621
	Brandon Town Center
	553
	553 Brandon Town Center
	Brandon, FL
	3351
	3,081
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	622
	North County Fair Mall
	C417
	200 East Via Rancho Parkway
	Escondido, CA
	92025
	4,117
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	623
	Jacksonville Mall
	C11
	342 Jacksonville Mall
	Jacksonville, NC
	28546
	3,015
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102







	
												
	624
	Katy Mills Mall
	675
	5000 Katy Mills Circle
	Katy, TX
	77494
	5,155
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	625
	Citrus Park Mall
	8081
	8081 Citrus Park Town Center
	Tampa, FL
	33625
	3,783
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	626
	Westgate Mall
	3500
	7701 W. Interstate 40
	Amarillo, TX
	79121-0140
	3,500
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	627
	Mission Valley Mall
	221
	1640 Camino Del Rio North
	San Diego, CA
	92108
	3,146
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	628
	Towson Town Center
	1125
	825 Dullaney Valley Road
	Towson, MD
	21204
	3,000
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	629
	Parkway Plaza
	M-14
	359 Parkway Plaza
	El Cajon, CA
	92020
	3,981
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	630
	Cortana Mall
	6
	9327 Cortana Place
	Baton Rouge, LA
	70815
	3,500
	Moonbeam Capital Investment LLC
	9103 Alta Drive
	Las Vegas
	NV
	89145

	631
	Southland Mall
	2027
	5953 West Park Ave.
	Houma, LA
	70364
	3,510
	Morguard Investments Limited
	1000 Ft. William Road
	Thunder Bay
	ON
	P7B6B9

	632
	Belmar Mall
	2M3-R-30
	7251 West Alaska Drive
	Lakewood, CO
	80226
	3,538
	Belmar Mainstreet Holdings I, LLC
	355 S. Teller Street 210
	Lakewood
	CO
	80226

	633
	Chandler Fashion Center
	2158
	3111 West Chandler Blvd.
	Chandler, AZ
	85226
	3,072
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	634
	Panama City
	2202
	2202 Martin Luther King Jr. Blvd
	Panama City, FL
	32405
	2,804
	Hendon Properties
	3445 Peachtree Road
	Atlanta
	GA
	30326

	635
	Mall St. Vincent
	360
	1133 St. Vincent Ave
	Shreveport, LA
	71104
	3,214
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	636
	St. Louis Mills
	253
	5555 St. Louis Mills Blvd
	Hazelwood, MO
	63042
	3,692
	Woodmont
	9103 Atla Drive
	Las Vegas
	NV
	89145

	637
	Chico Mall
	C-307
	1950 East 20th Street
	Chico, CA
	95928
	3,130
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	638
	Battlefield Mall
	T18
	2825 South Glenstone Rd
	Springfield, MO
	65804
	4,568
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	639
	Clifton Park Mall
	85
	22 Clifton Country Road
	Clifton Park, NY
	12065
	3,400
	DCG Development Co.
	200 Clifton Corporate Parkway
	Clifton Park
	NY
	12065

	640
	Cumberland Mall
	B10
	3849 South Delsea Drive
	Vineland, NJ
	08360
	2,994
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	641
	Chapel Hills Mall (CO)
	137
	1710 Briargate Blvd
	Colorado Springs, CO
	80920
	3,547
	Urban Retail Properties
	111 East Wacker, Ste 2400
	Chicago
	IL
	60601

	642
	Paddock Mall
	248A
	3100 College Road
	Ocala, FL
	34474
	3,575
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	643
	Richmond Square
	531
	3801 National Road East
	Richmond, IN
	47374
	4,332
	Passco Companies, LLC
	96 Corporate Park, Ste 200
	Irvine
	CA
	92606







	
												
	644
	East Towne Mall
	518
	21 East Towne Mall
	Madison, WI
	53704
	3,800
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	645
	Indiana Mall
	645
	2334 Oakland Avenue
	Indiana, PA
	15701
	3,341
	Zamias
	300 Market Street
	Johnstown
	PA
	15901

	646
	Markland Mall
	H10B
	1114 17th Street
	Kokomo, IN
	46902
	3,480
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	647
	Colorado Mills
	446
	14500 Colfax Ave.
	Lakewood, CO
	80401
	3,467
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	648
	Salem Center
	2219
	480 Center St. Northeast
	Salem, OR
	97301
	3,537
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	649
	Jordan Creek Mall
	2334
	101 Jordan Creek Parkway
	Des Moines, IA
	50266
	3,149
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	650
	Sooner Mall
	321
	3321 West Main Street
	Norman, OK
	73072
	3,485
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	651
	Albertville Outlets
	A010
	6415 Labeaux Ave
	Albertville, MN
	55301
	4,500
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	652
	Arrowhead Town Center
	2112
	7700 West Arrowhead Town Center
	Glendale, AZ
	85038
	3,013
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	653
	Lighthouse Outlets
	815
	815 Lighthouse Place
	Michigan City, IN
	46360
	4,879
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	654
	Plaza Bonita
	1155
	3030 Plaza Bonita Road
	National City, CA
	91950
	6,184
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	655
	Colonial Mall Decatur
	B-1
	1801 Beltline Road Southwest
	Decatur, AL
	35601
	3,235
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421

	656
	Brookwood Village
	228
	716 Brookwood Village
	Homewood, AL
	35209
	3,610
	Colonial Properties
	2101 6th Ave N
	Birmingham
	AL
	35202

	657
	Baybrook Mall
	1004
	1300 Baybrook Mall
	Houston, TX
	77546
	6,002
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	659
	Algonquin Commons
	4190
	1904 South Randall Road
	Algonquin, IL
	60102
	3,600
	Mid-America
	One Parkview Plaza
	Oakbrook Terrace
	IL
	60181

	660
	Spokane Valley Mall
	1012
	14700 East Indiana Ave
	Spokane, WA
	99216
	3,891
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	661
	Golden Triangle Mall
	3554
	2201 I-35 East
	Denton, TX
	76205
	3,554
	MG Herring Group
	5710 LBJ Freeway
	Dallas
	TX
	75240

	662
	Central Mall (TX)
	23
	23 Central Mall
	Texarkana, TX
	75503
	3,199
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	663
	Williamsburg Premium Outlets
	E080
	5715 -E080 Richmond Road
	Williamsburg, VA
	23188
	4,118
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	664
	Adrian Mall
	1220
	1357 South Main Street
	Adrian, MI
	49221
	3,434
	Jones Lang LaSalle 
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	665
	Mall at Wellington Green
	142
	10300 West Forest Hill Road
	Wellington, FL
	33414
	2,866
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200







	
												
	667
	Victor Valley Mall
	437
	14400 Bear Valley Road
	Victorville, CA
	92393
	3,165
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	669
	Shoppes at Grand Prairie
	345
	5201 West War Memorial Drive
	Peoria, IL
	61615
	3,574
	Culian Properties
	211 Fulton Street
	Peoia
	IL
	61602

	670
	Clay Terrace Mall
	B08
	14511 Clay Terrace
	Carmel, IN
	21740
	2,832
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	671
	Old Hickory Mall
	B4A
	2021 N. Highland Ave.
	Jackson, TN
	38305
	3,928
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	672
	Zona Rosa Mall
	206
	7116 Northwest 86 Terrace
	Kansas City, MO
	64153
	3,595
	Olshan Properties
	600 Madison Avenue
	New York
	NY
	10022

	673
	Valley Plaza Mall
	155
	2701 Ming Ave
	Bakersfield, CA
	93304
	3,570
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	674
	Chautauqua Mall
	547A
	318 East Fairmont Ave
	Lakewood, NY
	14750
	3,478
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	675
	Ingram Park Mall
	L-8
	6301 NW Loop 410
	San Antonio, TX
	78238
	3,480
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	676
	Richland Mall
	39
	6001 West Waco Drive
	Waco, TX
	76710
	3,500
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	677
	Broadway Mall
	879
	462 Broadway Mall
	Hicksville, NY
	11801
	4,014
	Vornado
	210 Route 4 East
	Paramus
	NJ
	07652

	679
	Melbourne Square Mall
	229A
	1700 W. New Haven
	Melbourne, FL
	32904
	3,000
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	680
	Greenbrier Mall
	2234
	1401 Greenbrier Parkway
	Chesapeake, VA
	23320
	3,502
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	681
	Galleria at Dallas
	3375
	 
	Dallas, TX
	75240
	3,200
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	682
	Treasure Coast Mall
	3256
	3256 NW Federal Highway
	Jensen Beach, FL
	34957
	2,663
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	683
	Tanger Howell
	D250
	1475 North Burkhart Road
	Howell, MI
	48855
	4,500
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	684
	Coastland Mall
	M0004
	1912 Tamiami Trail
	Naples, FL
	34102
	3,644
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	685
	Edgewater Mall
	32
	2600 Beach Blvd.
	Biloxi, MS
	39531
	4,235
	Jim Wilson & Assoc. 
	2660 Eastchase Lane
	Montgomery 
	AL
	36117

	686
	Broadway Square
	B09A
	4601 S. Broadway
	Tyler, TX
	75703
	3,630
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	687
	Osage Beach Outlets
	BB9
	4540 Highway 54
	Osage Beach, MO
	65065
	4,518
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	688
	Imperial Valley Mall
	1474
	3451 South Dogwood Ave
	El Centro, CA
	92243
	6,187
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd.
	Chattanooga
	TN
	37421







	
												
	689
	Mall at Barnes Crossing
	220
	1001 Barnes Crossing Rd.
	Tupelo, MS
	38804
	3,575
	David Hocker
	312 Walut Street
	Cincinnati
	OH
	45202-4089

	690
	Valley Mall (MD)
	278
	17301 Valley Mall Road
	Hagerstown, MD
	21740
	3,025
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	691
	Orange Park Mall
	C19
	1910 Wells Road
	Orange Park, FL
	32073
	3,127
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	692
	Sunland Park Mall
	E09
	750 Sunland Park Drive
	El Paso, TX
	79912
	3,407
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	693
	Northwest Arkansas Mall
	1230
	4201 North Shiloh Drive
	Fayetteville, AR
	72703
	3,536
	Spinoso
	100 Northern Concourse
	North Syracuse
	NY
	13212

	694
	Flatiron Crossing
	1116
	1 West Flat Iron Circle
	Broomfield, CO
	80021
	3,600
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	695
	Parkdale Mall
	D412
	6155 Eastex Freeway
	Beaumont, TX
	77706
	3,004
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	696
	Charlottesville Mall
	1410A
	1558 East Real Road
	Charlottesville, VA
	22901
	2,816
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	697
	Houston Galleria
	B3610
	5085 Westheimer Road
	Houston, TX
	77056
	3,297
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	698
	The Avenues
	1580
	10300 Southside Blvd.
	Jacksonville, FL
	32256
	3,842
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	699
	Sawgrass Mills Mall
	653A
	12801 W. Sunrise Blvd
	Sunrise, FL
	33323
	7,346
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	700
	Oak View Mall
	H02
	3001 S.  144th Street
	Omaha, NE
	68144
	3,344
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	701
	First Colony
	255
	16535 Southwest Freeway
	Sugarland, TX
	77479
	3,762
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	702
	Lufkin Mall
	1272
	4600 S. Medford Drive
	Lufkin, TX
	75901
	3,156
	GK Development
	257 East Main Street, Ste 100
	Barrington
	IL
	60010

	703
	Southdale Center
	2815
	2820 Southdale Center
	Edina, MN
	55435
	3,897
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	704
	Hampshire Mall
	A09
	367 Russell Street
	Hadley, MA
	01035
	3,250
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	705
	Coronado Mall
	B-4
	6600 Menual North East
	Alburquerque, NM
	87110
	3,454
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	706
	Capital Mall
	G-8
	625 Black Lake Blvd.
	Olympia, WA
	98502
	3,240
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	707
	College Square Mall
	52
	2550 East Morris Blvd.
	Morristown, TN
	37813
	4,027
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	708
	Boynton Beach
	365A
	801 North Congress Ave.
	Boynton Beach, FL
	33426
	3,314
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	710
	Aviation Mall
	33A
	578 Aviation Road
	Queensbury, NY
	12804
	3,400
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078







	
												
	712
	Clinton Crossings Outlet
	110
	20 A Killingworth Turnpike
	Clinton, CT
	06413
	4,052
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	713
	Edinburgh Outlets
	D010
	11660 N.E. Executive Drive
	Edinburgh, IN
	46124
	6,074
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	714
	Saint Louis Galleria
	2113
	1155 Saint Louis Galleria
	Richmond Heights, MO
	63117
	3,663
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	715
	Valencia Town Center
	1249
	24201 Valencia Blvd.
	Valencia, CA
	91355
	3,289
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	716
	Mall of Monroe
	525
	2121 North Monroe Street
	Monroe, MI
	48162
	2,976
	Cafaro Company
	2445 Belmont Ave
	Youngstown
	OH
	44504

	717
	Ontario Mills
	404 A
	One Mill Circle
	Ontario, CA
	91764
	6,500
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	718
	Montgomery Mall (MD)
	194
	7101 Democracy Blvd.
	Bethesda, MD
	20817
	3,500
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	719
	Chicago Outlets
	1239
	1650 Premium Outlets Blvd
	Aurora, IL
	60502
	4,459
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	720
	Wrentham Outlets
	335
	1 Premium Outlets Blvd.
	Wrentham, MA
	02093
	3,531
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	721
	Desoto Square
	421
	303 Highway 301 Blvd. West
	Bradenton, FL
	34205
	3,130
	Mason Asset Management 
	747 Middle Neck Road
	Great Neck
	NY
	11024

	722
	The Crossings Outlets
	E-02
	1000 Rt. 611
	Tannersville, PA
	18372
	3,000
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	723
	Petaluma Outlets
	435
	2200 Petaluma Blvd. North
	Petaluma, CA
	94952
	4,453
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	724
	Alexandria Mall
	1184
	3437 Masonic Drive
	Alexandria, LA
	71301
	3,740
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	726
	Aurora Outlets
	160
	549 S. Chillicothe Road
	Aurora, OH
	44202
	4,043
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	727
	The Woodlands Mall
	1014
	1201 Lake Woodlands Drive
	The Woodlands, TX
	77380
	3,510
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	728
	LaPlaza Mall
	A-5
	2200 S. 10th Street
	McAllen, TX
	78503
	3,625
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	729
	Fair Oaks Mall
	J-119
	11743L Fair Oaks Mall
	Fairfax, VA
	22033
	3,695
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	730
	Chula Vista Mall
	1098
	555 Broadway
	Chula Vista, CA
	91910
	3,040
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	731
	Rogue Valley Mall
	1037
	1600 N. Riverside Ave.
	Medford, OR
	97501
	2,895
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	732
	Boise Town Square
	2120
	300 N. Milwaukee
	Boise, ID
	83704
	3,540
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	733
	Lakeside Mall
	54 B
	3301 Veterans Memorial Blvd.
	Metairie, LA
	70002
	3,543
	Lakeside Mall
	3301 Veteran's Memorial Blvd.
	Metairie
	LA
	70002

	734
	Crabtree Valley Mall
	1086
	4325 Glenwood Ave.
	Raliegh, NC
	27612
	3,551
	Plaza Associates
	2840 Plaza Place
	Raliegh
	NC
	27612







	
												
	735
	The Meadows Mall
	2170
	4300 Meadows Lane
	Las Vegas, NV
	89107
	3,690
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	736
	Galleria at Tyler
	F210
	1299 Galleria at Tyler
	Riverside, CA
	32503
	3,403
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	737
	Sunrise Mall (TX)
	1200
	2370 North Expressway
	Brownsville, TX
	78256
	7,428
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	738
	Peachtree Mall
	38
	3507 Manchester Expressway
	Columbus, GA
	31909
	3,800
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	739
	Woodbury Commons
	255
	255 Red Apple Court
	Central Valley, NY
	10917
	4,214
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	740
	Atlantic City Outlets
	160
	111 B North Michigan Ave
	Atlantic City, NJ
	08401
	5,100
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	741
	Las Americas
	473
	4141 Camino De La Plaza Drive
	San Ysidro, CA
	 
	8,450
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	742
	Woodbury Lakes Mall
	506
	9140 Hudson Rd
	Woodbury, MN
	55125
	3,596
	Red Development
	7500 College Blvd, Ste 750
	Overland Park
	KS
	66210

	743
	The Gateway
	2086
	86 South Rio Grand
	Salt Lake City, UT
	84101
	2,704
	RPAI Southwest Management LLC
	2021 Spring Road
	Oak Brook
	IL
	60523

	744
	University Mall (UT)
	B-40
	575 E. University Parkway
	Orem, UT
	84097
	3,942
	Woodbury Corporation
	2733 E. Parley's Way
	Salt Lake City
	UT
	84109-1662

	745
	Provo Town Center
	1140
	1200 Town Centre Blvd.
	Provo, UT
	84601
	3,286
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	746
	Palm Desert Mall
	457
	72840 Highway 111
	Palm Desert, CA
	92260
	3,048
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	747
	Camarillo Outlets
	500
	740 Ventura Blvd.
	Camarillo, CA
	93010
	2,925
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	748
	Cielo Vista Mall
	T-6
	8401 Gateway Blvd
	El Paso, TX
	79925
	3,536
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	749
	Northlake Mall
	181
	6801 Northlake Mall Drive
	Charlotte, NC
	28216
	3,071
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	750
	Fayette Mall
	G718
	3615 Nicholasville Rd.
	Lexington, KY
	40503
	3,502
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	751
	Marley Station
	E-217
	7900 Govenor Ritchie Highway
	Glenn Burnie, MD
	21061
	3,500
	Woodmont
	9103 Atla Drive
	Las Vegas
	NV
	89145

	752
	Shops at Saucon Valley
	420
	2845 Center Valley Parkway
	Bethlehem, PA
	18034
	3,400
	Poag & McEwen
	2650 Thousand Oaks Blvd
	Memphis
	TN
	38118

	753
	Great Mall Milpitas
	480
	480 Great Mall Drive
	Milpitas, CA
	95035
	3,800
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	754
	Oakland Mall
	362
	362 West 14 Mile Rd.
	Troy, MI
	48083
	4,000
	Urban Retail Properties
	111 East Wacker, Ste 2400
	Chicago
	IL
	60601







	
												
	755
	Albany Mall
	C-10
	2601 Dawson Road
	Albany, GA
	31707
	3,676
	Aronov Realty Management
	3500 Eastern Blvd.
	Montgomery
	AL
	36116-1781

	756
	Rock Hill Galleria
	825
	2301 Dave Lyle Blvd.
	Rock Hill, SC
	29730
	3,500
	Cypress Equities
	8343 Douglas Ave
	Dallas
	TX
	75225

	757
	Lindale Mall
	0110
	4444 1st Ave. NE
	Cedar Rapids, IA
	52402
	3,668
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	759
	Westgate Mall (MA)
	E131
	200 Westgate Drive
	Brockton, MA
	02301
	2,964
	NE Development
	One Wells Ave
	Newton
	MA
	02459

	760
	Rimrock Mall
	D-10
	300 South 24th St. West
	Billiings, MT
	59102
	3,789
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	761
	Eastridge Mall (CA)
	2090
	2090 Eastridge Loop
	San Jose, CA
	95122
	3,335
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	762
	Uniontown Mall
	332
	1332 Mall Run Road
	Uniontown, PA
	15401
	3,513
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	763
	Crossroads Mall (WV)
	F10
	2 Crossroads Mall
	Breckley, WV
	25800
	3,620
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	764
	Coral Square Mall
	9501
	9501 West Atlantic Blvd.
	Coral Springs, FL
	33071
	3,880
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	765
	Turtle Creek Mall
	370
	1000 Turtle Creek Drive
	Hattiesburg, MS
	39402
	3,430
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	766
	MacArthur Center
	122
	300 Monticello Ave
	Norfolk, VA
	23510
	3,554
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	767
	Forest Mall
	D01B
	835 West Johnson St.
	Fond Du Lac, WI
	54935
	3,533
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	768
	Tacoma Mall
	432B
	4502 South Stelle Street
	Tacoma, WA
	98409
	3,587
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	769
	Fingerlakes Mall
	A12/A13
	1579 Clark St. Rd
	Auburn, NY
	13022
	3,591
	Fingerlakes Mall Acquisitions, LLC
	580 5th Avenue
	New York
	NY
	10036

	770
	Firewheel Town Center
	H05
	365 Cedar Sage Drive
	Garland, TX
	75040
	3,654
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	771
	Newgate Mall
	1064
	3651 Wall Ave.
	Ogden, UT
	84405
	3,456
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	772
	Legends at Village West
	B-5
	1837 Village West Parkway
	Kansas City, KS
	66109
	3,384
	Red Legacy
	7500 College Blvd, Ste 750
	Overland Park
	KS
	66210

	773
	Shoppes at La Cantera
	1670
	15900 LaCantera Parkway
	San Antonio, TX
	78256
	3,246
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	774
	Highland Mall
	2047
	6001 Airport Blvd.
	Austin, TX
	78752
	3,742
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	775
	Indian River Mall
	686 B
	6200 20th St.
	Vero Beach, FL
	32966
	2,912
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	776
	Northshore Square Mall
	2035
	150 North Shore Blvd.
	Slidell, LA
	70460
	3,248
	Morguard & Jim Wilson Assoc.
	1000 Ft. William Road
	Thunder Bay
	ON
	P7B6B9







	
												
	777
	Northridge Mall
	116
	9301 Tampa Ave.
	Northridge, CA
	91324
	3,758
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	778
	Montclair Plaza
	2128
	5060 Montclair Plaza Lane
	Montclair, CA
	91763
	3,501
	Spinoso
	100 Northern Concourse
	North Syracuse
	NY
	13212

	779
	Piedmont Mall
	122
	325 Piedmont Drive
	Danville, VA
	24540
	3,500
	Hull Storey Gibson Companies, LLC
	1190 Interstate Parkway
	Augusta
	GA
	30909

	780
	Santa Rosa Mall
	1012A
	Santa Rosa Plaza
	Santa Rosa, CA
	95401
	3,201
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	781
	Irvine Spectrum Center
	826
	71 Fortune Drive
	Irvine, CA
	92618
	3,430
	Irvine Company
	The Irvine Co. Retail Properties
	Irvine
	CA
	92617

	782
	Layton Hills Mall
	2008
	1076 Layton HIlls Mall
	Layton, UT
	84041
	3,281
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	783
	Aurora Mall
	1057
	14200 E. Alameda Ave.
	Aurora, CO
	80012
	3,700
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	784
	Southaven Towne Center
	830
	6524 Towne Center Loop
	Southaven, MS
	38671
	3,090
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	785
	Eastern Shores
	106
	30500 State Highway 181
	Spanish Fort, AL
	36527
	3,500
	Jim Wilson & Assoc.
	2660 Eastchase Lane
	Montgomery 
	AL
	36117

	786
	Mt. Berry Square
	220
	32 Mt. Berry Square NE
	Rome, GA
	30165
	3,205
	Hull Storey Gibson Companies, LLC
	1190 Interstate Parkway
	Augusta
	GA
	30909

	787
	Dolphin Mall
	274
	11401 NW 12 Street
	Miami, FL
	33172
	4,689
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	788
	Santa Anita Mall
	H-11
	400 South Baldwin Ave.
	Arcadia, CA
	91007
	3,335
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	789
	Fresno Fashion Fair
	G-9
	693 East Shaw Ave
	Fresno, CA
	93710
	3,794
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	790
	Settlers Green
	D54
	2 Commons Court
	North Conway, NH
	03860
	4,171
	OVP Management
	13 Settlers Green
	North Conway
	NH
	03860

	791
	Northridge Mall (CA)
	F06
	674 Northridge Mall
	Salinas, CA
	93906
	3,840
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	792
	Newpark Mall
	1047
	1047 Newpark Mall
	Newark, CA
	94560
	3,012
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	793
	Las Vegas Fashion Outlets
	100
	32100 Las Vegas Blvd.
	Primm, NV
	89019
	4,200
	AWE Talisman
	1500 San Remo Ave.
	Coral Gables
	FL
	33146

	794
	Seattle Premium Outlets
	654
	10600 Quil Ceda Blvd.
	Tulalip, WA
	98271
	2,935
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	795
	Solano Mall
	L-9
	1350 Travis Blvd.
	Fairfield, CA
	94533
	3,089
	Starwood Retail
	1350 Travis Blvd
	Fairfield
	CA
	94533

	796
	Weberstown Mall
	429
	4950 Pacific Ave.
	Stockton, CA
	95207
	3,790
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215







	
												
	797
	Walnut Square Mall
	55
	2150 E. Walnut Ave
	Dalton, GA
	30721
	2,901
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	798
	Longview Mall
	H05A
	3499 McCann Road
	Longview, TX
	75604
	4,000
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	799
	Foothills Mall (TN)
	53
	153 Foothills Mall
	Maryville, TN
	37801
	3,600
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	800
	North Georgia Outlets
	215
	800 Highway 400 South
	Dawsonville, GA
	30534
	4,014
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	801
	Central Mall (OK)
	31
	200 C. Avenue
	Lawton, OK
	73501
	3,174
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	802
	Pittsburgh Mills
	373
	373 Pittsburgh Mills Circle
	Tarentum, PA
	15084
	3,321
	Zamias
	300 Market Street
	Johnstown
	PA
	15901

	803
	Prien Lake Mall
	B03A
	161 West Prien Lake Road
	Lake Charles, LA
	70601
	3,760
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	804
	Metropolis Mall
	210
	2498 Futura Parkway
	Plainfield, IN
	46168
	3,300
	Poag & McEwen
	2650 Thousand Oaks Blvd
	Memphis
	TN
	38118

	805
	Volusia Mall
	123
	1700 West International Speedway Blvd.
	Daytona Beach, FL
	32114
	2,945
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	806
	Mainplace Mall
	656
	2800 N. Main Street
	Santa Ana, CA
	92705
	3,100
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	807
	Rolling Oaks Mall
	J10A
	6909 North Loop 1604
	San Antonio, TX
	78247
	2,979
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	809
	Bradley Square
	608
	200 Paul Huff Parkway
	Cleveland, TN
	37312
	3,482
	Morrison Companies
	16851 Jefferson Highway
	Baton Rouge
	LA
	70817

	810
	Gurnee Mills Mall
	781
	6170 W. Grand Ave.
	Gurnee, IL
	60031
	4,401
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	811
	Tucson Mall
	289
	4500 N. Oracle Road
	Tucson, AZ
	85705
	7,195
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	812
	Lakewood Center
	372
	372 Lakewood Center
	Lakewood, CA
	90712
	3,500
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	813
	South Towne Center
	1250
	10450 S. State St.
	Salt Lake City, UT
	84070
	3,000
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	814
	Streets at Southpoint
	2150
	6910 Fayetteville Road
	Durham, NC
	27713
	3,845
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	815
	Auburn Mall (MA)
	S180
	385 S. Bridge St.
	Auburn, MA
	01501
	3,510
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	816
	Tanger Park City Outlets
	K-110
	6699 N. Landmark Drive
	Park City, UT
	84098
	4,500
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	817
	Tulare Outlet Center (Horizon Outlet Center)
	E005
	1407 Retherford St.
	Tulare, CA
	93274
	4,000
	Woodmont Company
	9103 Atla Drive
	Las Vegas
	NV
	89145







	
												
	818
	Glendale Galleria
	BU03
	2148 Glendale Galleria
	Glendale, CA
	91210
	2,864
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	819
	Port Charlotte Town Center
	141A
	1441 Tamiami Trail
	Port Charlotte, FL
	33948
	3,457
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	820
	Hot Springs Mall
	B-7
	4501 Central Ave.
	Hot Springs, AR
	71913
	3,849
	Aronov Realty Management
	3500 Eastern Blvd.
	Montgomery
	AL
	36116-1781

	821
	Summit Sierra
	708
	13987 South Virginia Street
	Reno, NV
	89511
	3,502
	Bayer Properties Inc.
	2222 Arlington Ave
	Birmingham
	AL
	35205

	822
	Regency Square (FL)
	150
	9501 Arlington Expressway
	Jacksonville, FL
	32225
	2,863
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	823
	Stonebriar Mall
	2154
	2601 Preston Road
	Frisco, TX
	75034
	3,242
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	824
	Tanger Locust Grove
	411
	1000 Tanger Drive
	Locust Grove, GA
	30248
	5,300
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	825
	Northpark Mall
	2H2-2264
	8687 N. Central Expressway
	Dallas, TX
	75225
	3,520
	Nasher
	8080 N. Central Expressway
	Dallas
	TX
	75206-1807

	826
	Horton Plaza
	49
	59 Horton Plaza
	San Diego, CA
	92101
	4,000
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	827
	Pierre Bossier
	87
	2950 E. Texas St.
	Bossier, LA
	71111
	3,412
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	828
	Mall at Turtle Creek
	405
	3000 East Highland Drive
	Jonesboro, AR
	72401
	3,500
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036

	829
	Tanger Lincoln City
	J500
	1500 SE East Devil's Lake Road
	Lincoln City, OR
	97367
	4,297
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	830
	Branson Landing
	409
	409 Branson Landing
	Branson, MO
	65616
	3,054
	HCW Private Development
	100 Branson Landing
	Branson
	MO
	65616

	831
	Briarwood Mall
	105-G
	266 Briarwood Circle
	Ann Arbor, MI
	48180
	4,344
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	832
	Shops at Sunset
	B01A
	5701 Sunset Drive
	Miami, FL
	33143
	3,116
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	833
	Columbiana Centre
	1460
	100 Columbiana Circle
	Columbia, SC
	29212
	3,925
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	834
	Westminster Mall
	2044A
	2044 A Westminster Mall
	Westminster, CA
	92683
	3,850
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	835
	West Oaks Mall (FL)
	338
	9401 West Colonial Drive
	Orlando, FL
	34761
	3,504
	Moonbeam Capital Investment LLC
	9103 Alta Drive
	Las Vegas
	NV
	89145

	836
	Victoria Mall (TX)
	205
	7800 North Navarro
	Victoria, TX
	77904
	3,500
	Hull Storey Gibson Companies, LLC
	1190 Interstate Parkway
	Augusta
	GA
	30909

	837
	Merced Mall
	280
	280 Merced Mall
	Merced, CA
	95348
	3,446
	Codding Enterprises
	PO Box 6655
	Santa Rosa
	CA
	95406-0655







	
												
	838
	Woodburn Premium Outlet (Woodburn Company Store)
	606
	1001 Amey Road
	Woodburn, OR
	97071
	4,668
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	839
	Bonita Lakes
	50
	150 Bonita Lake
	Meridian, MS
	39301
	2,977
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	840
	Carriage Crossing (Avenue Collierville)
	808
	4650 Merchants Park Circle
	Memphis, TN
	38017
	3,499
	Poag & McEwen
	2650 Thousand Oaks Blvd
	Memphis
	TN
	38118

	841
	Killeen Mall
	1412
	2100 South W.S. Young Drive
	Killeen, TX
	76543
	3,089
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	842
	Town East (TX)
	1144
	1238 Town East Mall
	Mesquite, TX
	75150
	4,500
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	843
	Willowbend Mall
	C-118
	6121 West Park Blvd.
	Plano, TX
	75093
	3,416
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	844
	Glynn Place
	B-12
	115 Mall Blvd
	Brunswick, GA
	31525
	3,120
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	845
	Oakbrook Center
	532
	532 Oakbrook Center
	Oakbrook, IL
	60523
	2,997
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	846
	Visalia Mall
	1815
	2221 S. Mooney Blvd.
	Visalia, CA
	93277
	4,000
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	847
	Tanger Gonzales Outlets
	158
	2400 Tanger Blvd.
	Gonzales, LA
	70737
	4,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	848
	Rosedale Center
	840
	10 Rosedale Center
	Roseville, MN
	55113
	3,390
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	849
	Magic Valley Mall
	263&265
	1485 Poleline Road East
	Twin Falls, ID
	 
	3,353
	Woodbury Corporation
	2733 E. Parley's Way
	Salt Lake City
	UT
	84109-1662

	850
	Galleria at Sunset
	2725
	1300 West Sunset Road
	Henderson, NV
	89014
	3,500
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	851
	Fair Oaks Mall
	G-102
	2380 East 25th Street
	Columbus, IN
	47201
	2,854
	Veritas Realty
	930 E. 66th Street
	Indianpolis
	IN
	46220

	852
	Grand Teton Mall
	1229
	2300 E. 17th Street
	Idaho Falls, ID
	83404
	3,600
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	853
	Mesilla Valley Mall
	1052
	700 South Telshor Blvd.
	Las Cruces, NM
	01502
	3,968
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	854
	Irving Mall (TX)
	E07
	3732 Irving Mall Drive
	Irving, TX
	75062
	3,974
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	855
	Capitola Mall
	G01
	1855 41st Street
	Capitola, CA
	95010
	3,431
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	856
	Jordan Landing
	110 Pad 9
	7138 South Plaza Center Drive
	West Jordan, UT
	84084
	3,798
	Foursquare Properties
	5850 Avenida Encinas
	Carlsbad
	CA
	92008

	857
	Red Cliffs Mall
	1113
	1770 E. Red Cliffs Drive
	St. George, UT
	84790
	3,331
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606







	
												
	858
	Bayshore Town Center
	L-106
	5789 North Bayshore Drive
	Milwaukee, WI
	53217
	3,502
	Olshan Properties
	600 Madison Avenue
	New York
	NY
	10022

	859
	Tanger Commerce II
	111
	800 Steven B. Tanger Blvd.
	Commerce, GA
	30529
	4,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	860
	Fashion Place
	1195
	6191 S. State Street
	Murray, UT
	84107
	3,671
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	861
	West Oaks (TX)
	321
	1000 West Oaks Mall
	Houston, TX
	77082
	3,500
	HKS Management 
	939 W. North Avenue
	Chicago
	IL
	60642

	862
	Waterford Lakes Town Center
	P-11
	653 North Alafaya Trail
	Orlando, FL
	32828
	3,128
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	863
	Brea Mall
	2065A
	2065 Brea Mall
	Brea, CA
	92821
	3,400
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	864
	Lloyd Center
	0G202
	1225 Lloyd Center
	Portland, OR
	97232
	4,060
	Cypress Equities
	8343 Douglas Ave
	Dallas
	TX
	75225

	865
	Columbia Center (WA)
	441
	1321 N. Columbia Center Blvd.
	Kennewick, WA
	99336
	3,361
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	866
	Willowbrook Mall (TX)
	1028
	1028 Willowbrook Mall
	Houston, TX
	77070
	3,248
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	867
	Oak Park Mall
	43
	11401 West 95th Street
	Overland Park, KS
	66214
	3,355
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	868
	Merritt Square
	F10
	777 E. Merritt Island Causeway
	Merritt Island, FL
	32952
	3,650
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	869
	Mall at Stonecrest
	1680
	2929 Turner Hill Road
	Lithonia, GA
	30038
	3,200
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	870
	Hershey Outlets
	124 Building C
	124 Outlet Square
	Hershey, PA
	17033
	4,065
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	871
	Shoppes at Montage
	315
	2531 Shoppes Blvd
	Moosic, PA
	18507
	3,500
	Duke Realty
	4900 Seminary Road
	Alexandria
	VA
	22311

	872
	Round Rock Outlets
	823
	4401 North IH 35
	Round Rock, TX
	78664
	3,800
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	873
	Coconut Point
	L15
	23141 Fashion Drive
	Estero, FL
	33928
	3,175
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	874
	Gulfview Square
	259
	9409 US Highway 19
	Port Richey, FL
	34668
	3,650
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	875
	Village at Sandhill
	M-105
	486-5 Town Center Place
	Columbia, SC
	29229
	3,804
	Kahn Development Company
	101 Flintlake Road
	Comubia
	SC
	29202

	876
	Pinnacle Hills
	D170
	2203 S. Promenade Blvd.
	Rogers, AR
	72758
	3,690
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	877
	Green Oaks Village
	E1
	9620 Village Place Blvd.
	Brighton, MI
	48116
	3,500
	McKinley Inc.
	320 N. Main Street
	Ann Arbor
	MI
	48104

	878
	Shops at Fallen Timbers
	1235
	3100 Main Street
	Maumee, OH
	43537
	3,545
	General Growth 
	110 North Wacker Drive
	Chicago
	IL
	60606







	
												
	879
	Greene Town Center
	C-102
	4465 Glengarry Drive
	Beavercreek, OH
	45440
	2,872
	Olshan Properties
	2822 W Clybourn Street
	Milwaukee
	WI
	53208

	880
	Topanga Plaza
	2004
	6600 Topanga Canyon Blvd.
	Canoga Park, CA
	91303
	3,907
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	881
	Miromar Outlets
	510
	10801 Corkscrew Road
	Estero, FL
	33928
	4,000
	Mirormar
	10801 Corkscrew Road
	Estero
	FL
	33928

	882
	Rio Grande Outlets
	0801A
	5001 East Expressway 83
	Mercedes, TX
	78570
	9,370
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	883
	Southgate Mall
	J-3A
	2901 Brooks Street
	Missoula, MT
	59801
	3,057
	Southgate Mall Associates LP
	2901 Brooks Street
	Missoula
	MT
	59801

	884
	International Plaza
	118
	2223 North West Shore Blvd.
	Tampa, FL
	33607
	4,000
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	885
	Lake Buena Vista Outlets
	D-2
	15657 Apopka Vineland Road
	Orlando, FL
	32821
	4,000
	Was Group
	33 Sicomac Road
	North Haledon
	NJ
	07508

	886
	Gulfport Premium Outlets
	310/315
	10260 Factory Shops Blvd.
	Gulfport, MS
	39503
	4,847
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	887
	Hillsboro Outlets
	C060
	 
	Hillsboro, TX
	76645
	4,015
	Craig Realty Group 
	4100 Macarthur
	Newport Beach
	CA
	92660

	888
	Mall Del Norte
	159
	5300 San Pario Ave
	Laredo, TX
	78041
	7,924
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	889
	Pinnacle at Tutwiler Farm
	930
	5048 Pinnacle Square
	Birmingham, AL
	35173
	3,480
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	890
	Leesburg Premium Outlets
	1625
	241 Fort Evan Rd. NE
	Leesburg, VA
	20176
	3,467
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	891
	Queenstown Premium Outlets
	B030/B031
	416 Outlet Center Dr.
	Queenstown, MD
	21658
	4,000
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	892
	Arden Fair Mall
	2104
	1689 Arden Fair Way
	Sacramento, CA
	95815
	2,867
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	893
	Southlake Town Square
	251
	251 Grand Avenue
	Dallas, TX
	76092
	3,365
	RPAI Southwest Management LLC
	2021 Spring Road
	Oak Brook
	IL
	60523

	895
	Prime Outlets Lebanon
	315
	315 Outlet Village Way
	Lebanon, TN
	37090
	3,759
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	896
	Tanger Outlet Myrtle Beach
	655
	10843 Kings Road
	Myrtle Beach, SC
	29572
	3,490
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	897
	Galleria at Centerville
	250
	2922 Watson Blvd.
	Centerville, GA
	31028
	3,056
	Gemini Property Management
	16740 Birkdale Commons Pkwy
	Huntersville
	NC
	28078

	898
	Oak Hollow
	1120
	931 Eastchester Drive
	High Point, NC
	27262
	3,060
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	899
	Aiken Mall
	335
	2441 Whiskey Road
	Aiken, SC
	29803
	2,989
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326







	
												
	900
	Town Center at Otay Ranch
	215
	2015 Birch Road
	Chula Vista, CA
	91915
	3,500
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	901
	Randolph Mall
	E8
	345 Randolph Mall
	Asheboro, NC
	27203
	3,653
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	902
	Brazos Mall
	1544
	100 Highway 332 West
	Lake Jackson, TX
	77566
	3,537
	StreetMAC Asset Managers, LLC
	3100 Dundee Road
	Northbrook
	IL
	60062

	903
	Manassas Mall
	19
	8300 Sudley Road
	Manassas, VA
	20109
	3,400
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	904
	Promenade at Bolingbrook
	820
	623 East Boughton Rd.
	Bolingbrook, IL
	60440
	3,600
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	905
	Prime Outlets Oshkosh
	C010
	3001 S. Washburn St.
	Oshkosh, WI
	54904
	3,500
	Horizon Properties Group
	c/o Prime Retail Property Mgmt.
	Baltimore
	MD
	21202

	906
	Supermall of the Great Northwest
	211
	1101 Outlet Collection Way
	Auburn, WA
	98001
	4,630
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	907
	Tanger Tilton
	303
	120 Laconia Rd.
	Tilton, NH
	03276
	3,500
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	908
	Pembroke Lakes Mall
	638
	11401 Pines Blvd
	Pembroke Pines, FL
	33026
	4,064
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	909
	Puente Hills Mall
	145
	1600 S. Azuza Ave
	Industry, CA
	91748
	3,419
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	910
	Cache Valley Mall
	1136
	1300 N. Main St.
	Logan, UT
	84341
	3,253
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	911
	Chesapeake Square Mall
	838
	4200 Portsmouth Blvd
	Chesapeake, VA
	23321
	3,568
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	912
	Cottonwood Mall
	C205B
	1000 Coors Blvd. NW
	Alburquerque, NM
	87114
	3,025
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	913
	Plaza at West Covina
	466
	466 Plaza Drive
	West Covina, CA
	91790
	3,269
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	914
	Shawnee Mall
	1024
	4901 North Kickapoo St.
	Shawnee, OK
	74804
	3,946
	StreetMAC Asset Managers, LLC
	3100 Dundee Road
	Northbrook
	IL
	60062

	915
	Antelope Valley Mall
	133
	1233 Rancho Vista Blvd.
	Palmdale, CA
	93551
	3,088
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	917
	Eagle Ridge Mall
	536
	430 Eagle Ridge Drive
	Lake Wales, FL
	33859
	3,500
	Eagle Ridge Mall
	430 Eagle Ridge Drive
	Lake Wales
	FL
	33859

	918
	Westside Pavilion
	349
	10800 W. Pico Blvd
	Los Angeles, CA
	90064
	3,858
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	919
	Valley Mall
	B07
	2529 Main Street
	Yakima, WA
	98903
	3,646
	CenterCal Properties LLC
	7455 SW Bridgeport Road
	Tigard
	OR
	97224

	920
	Hickory Point Mall
	1145
	1145 Hickory Point Mall
	Forsyth, IL
	62535
	3,500
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000







	
												
	921
	Orlando Premium Outlets Intl Dr.
	A-2
	5401 W. Oak Ridge Rd.
	Orlando, FL
	32819
	4,500
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	923
	Shops at Wiregrass
	235
	28210 Paseo Drive
	Tampa, FL
	33543
	3,392
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	924
	Tanger Outlets Lancaster
	905
	311 Stanley K. Tanger Blvd.
	Lancaster, PA
	17602
	3,910
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	925
	Outlet Shoppes at El Paso
	A167
	7051 South Desert Blvd.
	Canutillo, TX
	79835
	4,400
	Horizon Properties Group
	PO Box 0510
	Muskeegon
	MI
	49443-0510

	926
	Avenue Webb Gin
	412
	1350 Scenic Highway
	Snellville, GA
	30078
	3,152
	Bayer Properties Inc.
	2222 Arlington Ave
	Birmingham
	AL
	35205

	927
	Town Square Las Vegas
	A-146
	6605 Las Vegas Blvd. South
	Las Vegas, NV
	89119
	3,318
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	929
	Las Palmas Marketplace
	A-2
	11917 Gateway West
	El Paso, TX
	79936
	3,513
	RioCan Management Inc
	5419 W Loop N
	San Antionio
	TX
	78253

	930
	Mesa Mall
	224
	2424 US Highway 6 & 50
	Grand Junction, CO
	81505
	3,652
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	932
	Pinnacle at Turkey Creek
	1210
	11311 Parkside Drive
	Knoxville, TN
	 
	3,267
	Bayer Properties Inc.
	2222 Arlington Ave
	Birmingham
	AL
	35205

	933
	Hamburg Pavilion
	00933
	2312 Sir Barton Way
	Lexington, KY
	40509
	4,000
	Hamburg Pavilion
	2312 Sir Barton Way
	Lexington
	KY
	40509

	934
	The Loop
	B-17
	3220 N. John Young Pkwy
	Kissimmee, FL
	34741
	3,353
	Wilder
	800 Boylston Street
	Boston
	MA
	02199

	935
	Prime Outlets Lee
	E250
	50 Water Street
	Lee, MA
	01238
	4,382
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	936
	Allen Premium Outlets
	208
	820 West Stacy Road
	Allen, TX
	75013
	4,066
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	937
	The Block at Orange
	121
	20 City Blvd W.
	Orange, CA
	92868
	3,400
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	938
	Las Vegas Outlet
	015
	875 S. Grand Central Pkwy
	Las Vegas, NV
	89106
	4,214
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	940
	Town Center Plaza
	3200
	5029 West 117th Street
	Leawood, KS
	66211
	3,971
	Glimcher
	180 E Broad St, 21st Floor
	Leawood
	KS
	66211

	941
	Gateway Station
	M-4
	12900 South Freeway
	Fort Worth, TX
	76028
	3,225
	Weingarten Realty
	2600 Citadel Plaza Dr #125
	Houston
	TX
	77008

	942
	Pacific View Mall
	2367
	3301 East Main Street
	Ventura, CA
	93003
	3,683
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	943
	Country Club Mall
	444
	1262 Vocke Road
	Cumberland, MD
	21502
	3,600
	Gumburg Asset Mgmt. Corp.
	3200 North Federal Highway
	Ft. Lauderdale
	FL
	33306

	944
	Midland Park
	F05
	4511 N. Midkiff Road
	Midland, TX
	79705-3256
	5,672
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	946
	Burr Ridge Town Center
	360
	535 Village Center Drive
	Burr Ridge, IL
	60527
	3,046
	Cushman & Walefield/Northmarq, LLC
	701 Village Center Drive
	Burr Ridge
	IL
	60527







	
												
	947
	Cumberland Mall
	218
	1341 Cumberland SE
	Atlanta, GA
	30339
	3,599
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	948
	South Park Mall
	202
	2310 SW Military Drive
	San Antonio, TX
	78224
	3,500
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	949
	Colonie Center
	433
	131 Colonie Center
	Albany, NY
	12205
	3,652
	Collarmele Partners
	2929 East Commercial Blvd
	Fort Lauderdale
	FL
	 

	950
	West County Mall
	1065
	33 West County Center
	Des Peres, MO
	63131
	4,160
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421

	951
	Harrisburg Mall
	J8A
	I-83 and Paxton St.
	Harrisburg, PA
	17111
	4,586
	Petrie Ross Ventures LLC
	1919 West St
	Annapolis
	MD
	21401

	952
	Short Pump Town Center
	2028
	11800 West Broad Street
	Richmond, VA
	23233
	2,825
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	953
	Prime Outlets Pismo Beach
	A017
	333 Five Cities Drive
	Pismo, CA
	93449
	3,500
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	954
	Meadowood Mall
	D108
	5330 Meadowood Mall
	Reno, NV
	89502
	4,000
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	955
	Riverdale Village
	27
	12768 Riverdale Blvd
	Coon Rapids, MN
	55433
	3,333
	DDR
	3300 Enterprise Parkway
	Beachwood
	OH
	44122

	956
	Shops at Centerra
	C-260
	5971 Sky Pond Drive
	Loveland, CO
	80538
	3,960
	Poag & McEwen
	Centerra Lifestyle Center LLC
	Memphis
	TN
	38119

	957
	Village at Stone Oak
	J-5
	22602 US 281 N
	San Antonio, TX
	78259
	3,400
	DDR
	3300 Enterprise Parkway
	Beachwood
	OH
	44122

	959
	North Hanover Mall
	526
	1155 Carlisle Street
	Hanover, PA
	17331
	4,333
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	960
	Orchard Town Center
	290
	14697 Delaware St.
	Westminster, CO
	80020
	3,200
	Vestar
	Orchard Town Center
	Westminster
	CO
	80023

	961
	Sunset Mall
	1032
	4001 Sunset Drive
	San Angelo, TX
	76904
	3,716
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	962
	Warwick Mall
	B125
	400 Bald Hill Road
	Warwick, RI
	02886
	5,829
	Warwick Mall LLC
	PO Box 2513
	Providence
	RI
	02906-0513

	963
	Tanger Barstow
	345
	2796 Tanger Way
	Barstow, CA
	92311
	4,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	964
	Uptown Village at Cedar Hill
	508
	305 W. FM 1382
	Cedar Hill, TX
	75106
	3,550
	MG Herring Group
	5710 LBJ Freeway
	Dallas
	TX
	75240

	965
	The District
	00965
	11560 S. District Main Dr.
	South Jordan, UT
	84047
	4,010
	Boyer Company
	90 South 400 West
	Salt Lake City
	UT
	84101

	966
	Shoppes at River Crossing
	308
	5080 Riverside Drive
	Macon, GA
	31210
	3,509
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	970
	La Palmera
	1030
	5488 South Padre Island
	Corpus Christi, TX
	78411
	3,826
	Trademark Properties
	1701 River Run
	Fort Worth
	TX
	76107

	972
	Pier Park
	G130
	204 Bluefish Drive
	Panama City Beach, FL
	32413
	3,599
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204







	
												
	973
	Hamilton Town Center
	E11
	13976 Town Center Blvd.
	Noblesville, IN
	46060
	3,500
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	974
	Gallatin Valley Mall
	4 E1
	2825 West Main Street
	Bozeman, MT
	59718
	3,000
	Gallatin Mall Group LLC
	PO Box 80510
	Billings
	MT
	59108-0510

	975
	West Shore Plaza
	A2
	250 Westshore Plaza
	Tampa, FL
	33609
	3,402
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	976
	Chambersburg Mall
	630
	3055 Black Gap Road
	Chambersburg, PA
	17201
	3,891
	Chambersburg Mall Realty LLC
	150 Greatneck Road
	Great Neck
	NY
	11021

	977
	Broward Mall
	1717
	8000 West Broward Blvd.
	Plantation, FL
	33388
	3,700
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	978
	Stonewood Center
	B-43
	251 Stonewood Street
	Downey, CA
	90241
	3,837
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	979
	Southcenter
	2107
	2826 Southcenter Mall
	Tukwila, WA
	98188
	3,880
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	980
	Pearland Town Center
	310
	11200 Broadway
	Pearland, TX
	77584
	3,785
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	981
	Bay Terrace
	212-01/05
	212-05 25th Avenue
	Bayside, NY
	11360
	4,050
	Cord Meyer Development
	111-15 Queens Boulevard
	Forest Hills
	NY
	11375

	982
	Montebello Town Center
	CU11
	2119 Montebello Town Center Drive
	Montebello, CA
	90640
	3,232
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	984
	Streets of Brentwood
	124
	2535 Sand Creek Road
	Brentwood, CA
	94513
	3,300
	RED Legacy
	7500 College Blvd, Ste 750
	Overland Park
	KS
	66210

	985
	Galleria at Roseville
	2265
	1151 Galleria Parkway
	Roseville, CA
	95678
	3,500
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	986
	Everett Mall
	175 & 178
	1402 SE Everett Mall Way
	Everett, WA
	98208
	3,617
	Steadfast
	18100 Von Karman Ave
	Irvine
	CA
	92612

	987
	SouthPark Mall
	K 15
	4400 Sharon Road
	Charlotte, NC
	28211
	3,659
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	988
	Dogwood Festival
	G-4
	106 Dogwood Blvd.
	Flowood, MS
	39232
	4,500
	Aronov Realty Management
	3500 Eastern Blvd.
	Montgomery
	AL
	36116-1781

	989
	Westland Shopping Center
	731
	35000 West Warren St.
	Westland, MI
	48185
	3,898
	Cushman & Wakefield
	3500 American Blvd
	Minneapolis
	MN
	55431

	990
	The Oaks
	E123
	222 W. Hillcrest Drive
	Thousand Oaks, CA
	91360
	3,016
	Macerich
	401 Wilshire Blvd.
	Thousand Oaks
	CA
	91360

	991
	Victoria Gardens
	1130
	12394 South Main Street
	Rancho Cucamonga, CA
	91739
	3,677
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	992
	Arboretum of South Barrington
	H22
	100 West Higgins Road
	South Barrington, IL
	60010
	3,520
	Arboretum of South Barrington LLC
	82 Devonshire Street
	Boston
	MA
	02109

	993
	Downtown Plaza
	2039
	545 Downtown Plaza
	Sacramento, CA
	95814
	2,915
	JMA Ventures LLC
	180 Sansome 
	San Francisco
	CA
	94104

	994
	Moreno Valley Mall
	1156
	22500 Town Circle
	Moreno Valley, CA
	92553
	3,610
	Spinoso
	100 Northern Concourse
	North Syracuse
	NY
	13212







	
												
	995
	Burbank Town Center
	212
	201 E. Magnolia Blvd.
	Burbank, CA
	91501
	3,926
	General Growth 
	110 North Wacker Drive
	Chicago
	IL
	60606

	996
	Water Tower Place
	7020
	835 North Michigan Avenue
	Chicago, IL
	60671
	4,061
	General Growth 
	110 North Wacker Drive
	Columbia
	MD
	21044

	997
	The Outlet Shoppes at Oklahoma City
	A130
	7628 W Reno Ave.
	Oklahoma City, OK
	73127
	4,431
	Horizon Properties Group
	5000 Hakes Drive
	Muskegon
	MI
	49441

	999
	Oakwood Center
	1075
	197-33 West Bank Expressway
	Gretna, LA
	70056
	3,052
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	1010
	The Meadows (MO)
	204
	97 Plaza Frontenac
	Lake St. Louis, MO
	63131
	3,348
	Davis Street Land Co.
	622 Davis Street
	Evanston
	IL
	60201

	1012
	Ashley Park Mall
	406
	406 Newnan Crossing Bypass
	Newnan, GA
	30265
	3,470
	Thomas Enterprises
	Ashley Park  Mall
	Newnan
	GA
	30265

	1014
	Eastridge Mall
	1176
	601 SE Wyoming Rd
	Casper, WY
	82609
	3,431
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	1015
	Ocean City Outlets
	820
	12741 Ocean Gateway
	Ocean City, MD
	21842
	3,500
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	1016
	Carolina Premium Outlets
	550
	1209 Industrial Park Drive
	Smithfield, NC
	27577
	4,100
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1017
	Folsom Premium Outlets
	01017
	1300 Folsom Boulevard
	Folsom, CA
	95630
	3,808
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1018
	Vacaville Premium Outlets
	331 B
	321 Nut Tree Road
	Vacaville, CA
	95687
	3,500
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1019
	Village at Riverstone
	107
	2037 N. Main Street
	Coeur D. Arlene, ID
	83814
	3,254
	Kiemle & Hagood Company
	601 W Main Ave
	Spokane
	WA
	99201

	1020
	Greendale Mall
	W218
	7 Neponset Street
	Worcester, MA
	01606
	3,805
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1022
	Shoppes at Chino Hills
	5060
	13850 City Center Drive
	Chino Hills, CA
	91709
	3,897
	PM Realty Group
	13920 City Center Drive
	Chino Hills
	CA
	91709

	1023
	Philadelphia Premium Outlets
	645
	18 Lightcap Road
	Limerick, PA
	19464
	3,894
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1024
	Houston Premium Outlets
	0701
	29300 Hempstead Road
	Houston, TX
	77433
	4,692
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1025
	McCain Mall
	J1F
	3929 McCain Blvd.
	North Little Rock, AR
	72116
	3,395
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1026
	St. John's Town Center
	D31
	10281 Midtown Parkway
	Jacksonville, FL
	32246
	4,400
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1028
	Cambridgeside Galleria
	E318
	100 Cambridgeside Place
	Cambridge, MA
	02141
	5,220
	NE Development
	c/o UBS Realty Investors LLC
	Hartford
	CT
	06103-1212

	1029
	Valle Vista Mall
	B-13A
	2020 South Expressway 83
	Harlingen, TX
	78552
	4,500
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1030
	Shops at Lake Havasu
	814
	5601 N. State Rt. 95
	Lake Havasu, AZ
	86404
	3,475
	Capital Real Estate Ventures Inc
	815 J Street
	San Diego
	CA
	92101







	
												
	1033
	Beachwood Place
	2320
	26300 Cedar Road
	Beachwood, OH
	44122
	3,021
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	1034
	Northfield Square
	354 A
	1600 North US Route 50
	Bourbonnais, IL
	60914
	3,356
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1035
	Pine Ridge Mall
	1250
	4155 Yellowstone Highway
	Chubbuck, ID
	83202
	3,117
	General Growth
	110 North Wacker Drive
	Jefferson City
	MO
	65101

	1038
	Centralia Outlets
	1322
	1342 Lum Road
	Centralia, WA
	98531
	5,060
	Prism
	1145 Broadway
	Tacoma
	WA
	98402

	1039
	Park Meadows
	2340
	8505 Park Meadows Center Drive
	Lone Tree, CO
	80124
	3,323
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	1040
	Lodi Station Outlets
	480
	9911 Avon Lake Road
	Burbank, OH
	44214
	4,000
	Gilad Development
	5959 Topanga Canyon Blvd.
	Woodland Hill
	CA
	91367

	1041
	Crocker Park
	1005
	159 Crocker Park Blvd.
	Westlake, OH
	44145
	3,400
	Stark Enterprises
	1350 West Third Street
	Cleveland
	OH
	44113

	1042
	Premier Center
	01042
	3424 Highway 190
	Mandeville, LA
	70445
	5,000
	Stirling Properties
	109 Northpark Blvd.
	Covington
	LA
	70433

	1043
	Foothills Mall (AZ)
	179
	7401 N. La Cholla Blvd.
	Tucson, AZ
	85741
	4,000
	Schottenstein Property Group
	4300 East Fifth Ave
	Columbus
	OH
	43219

	1046
	Jersey Shore Premium Outlets
	211
	One Premium Boulevard
	Tinton Falls, NJ
	07753
	3,499
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1047
	Tanger Washington
	955
	2200 Tanger Boulevard
	Washington, PA
	15301
	5,293
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	1048
	Ala Moana Center
	3053
	1450 Ala Moana Boulevard #3053
	Honolulu, HI
	96814
	4,783
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	1049
	Cincinnati Premium Outlets
	874
	874 Premium Outlet Drive
	Monroe, OH
	45050
	3,941
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1051
	Jackson Premium Outlets
	304
	537 Monmouth Road
	Jackson, NJ
	08527
	3,400
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1052
	Shops at Mission Viejo
	740A
	555 Shops at Mission Viejo
	Mission Viejo, CA
	92691
	3,693
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1053
	Sunrise Mall
	E15
	6041 Sunrise Mall
	Citrus Heights, CA
	95610
	3,342
	Steadfast
	4343 Von Karman
	Newport Beach
	CA
	92660

	1054
	Yuba Sutter Mall
	325
	1215 Colusa Avenue
	Yuba City, CA
	95991
	3,158
	Steadfast
	18100 Von Karman Ave
	Irvine
	CA
	92612

	1055
	Animas Valley
	385
	4601 East Main
	Farmington, NM
	87402
	4,007
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703

	1056
	Tanger Outlet Nags Head
	69
	7100 S. Croatan Highway
	Nags Head, NC
	27959
	3,312
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	1057
	Windward Mall
	M-08
	46-056 Kamehameha Highway
	Kaneohe, HI
	96744
	3,000
	Jones Lang LaSalle
	3344 Peachtree Road NE
	Atlanta
	GA
	30326

	1059
	Outlets at Anthem
	125
	4250 West Anthem Way
	Phoenix, AZ
	85086
	4,751
	Craig Realty Group 
	4100 Macarthur
	Newport Beach
	CA
	92660

	1060
	Village at Rochester Hills
	B-162
	160 North Adams Road
	Rochester Hills, MI
	48309
	3,603
	Robert B Aikens & Assoc. LLC
	350 North Old Woodward Ave
	Birmingham
	MI
	48009







	
												
	1061
	The Gardens
	N217
	3101 PGA Boulevard
	Palm Beach Gardens, FL
	33410
	4,118
	Forbes
	100 Galleria Officentre
	Southfield
	MI
	48037

	1062
	Peninsula Town Center
	G106
	2033 Coliseum Drive
	Hampton, VA
	23666
	3,630
	Olshan Properties
	2822 W Clybourn Street
	Milwaukee
	WI
	53208

	1063
	Culver City 
	2220
	6000 Sepulveda Boulevard
	Culver City , CA
	90230
	3,556
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025-1748

	1064
	34th Street
	15 West 34th St.
	15 West 34th Street
	New York, NY
	10110
	5,194
	15 West 34th Street, LLC
	15 West 34th Street
	New York
	NY
	10110

	1067
	Dimond Center
	110
	800 East Dimond Blvd.
	Anchorage, AK
	99515
	3,729
	Dimond Center Holdings
	800 East Dimond Blvd.
	Anchorage
	AK
	99515

	1068
	Anchorage 5th Avenue
	D46A
	320 West 5th Avenue
	Anchorage, AK
	99501
	3,344
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1069
	Old Orchard
	L5
	4999 Old Orchard Center
	Skokie, IL
	60077
	3,114
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	1070
	Shoppes at North Brunswick
	E5
	541 Shoppes Boulevard
	North Brunswick, NJ
	08902
	3,397
	Levin Mgmt
	1290 Avenue of the Americas
	New York
	NY
	10105

	1071
	Outlet Shoppes at Fremont
	E090
	6245 North Old 27
	Fremont, IN
	46737
	4,000
	Horizon Properties Group
	5000 Hakes Drive
	Muskegon
	MI
	49441

	1072
	Lenox Square
	2022A
	3393 Peachtree Road NE
	Atlanta, GA
	30326
	3,987
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1073
	Tanger Outlet Wisconsin Dells
	391
	210 Gasser Road 
	Baraboo, WI
	53913
	4,566
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	1074
	Outlets at Silverthorne
	R310/320
	246-V Rainbow Drive
	Silverthorne, CO
	80498
	4,256
	Craig Realty Group 
	4100 Macarthur
	Newport Beach
	CA
	92660

	1075
	The Falls
	170
	8888 SW 136th Street
	Miami, FL
	33176
	4,503
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1076
	Laurel Park Place
	490
	37568 West 6 Mile Road
	Livonia, MI
	48152
	4,286
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421

	1077
	Somerset Collection North
	Y-307
	2801 West Big Beaver Road
	Troy, MI
	48084
	4,284
	Forbes 
	100 Galleria Officentre
	Southfield 
	MI
	48304

	1079
	Domain II
	V-5
	11410 Century Oaks Terrace
	Austin, TX
	78758
	3,699
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1080
	San Francisco Centre
	223
	865 Market Street
	San Francisco, CA
	94103
	4,187
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	1081
	Pearlridge Shopping Center
	12-22
	98-1005 Moanalua
	Aiea, HI
	96701
	2,877
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	1082
	Harlem Irving Plaza
	146
	4154 East North Harlem Avenue
	Norridge, IL
	60706
	3,535
	Harlem Irving LLC
	c/o The Harlem Irving Properties
	Norridge
	IL
	60706

	1083
	Washington Square
	C05
	9677 SW Washington Square Road
	Portland, OR
	97223
	4,145
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	1084
	Marketplace at Augusta
	B260
	2 Stephen King Drive
	Augusta, ME
	04330
	3,509
	WS Development
	1330 Boylston Street
	Chestnut Hill
	MA
	02467







	
												
	1085
	Alamance Crossing
	N-1
	3110 Waltham Blvd.
	Burlington, NC
	27215
	3,800
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421

	1086
	Florida City Outlet Center
	210
	250 E. Palm Drive
	Florida City, FL
	33034
	3,482
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1087
	Westfarms Mall
	F108
	148 Westfarms Malls
	Farmington, CT
	06032
	4,000
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	1088
	Westland Mall (FL)
	1116
	1675 West 49th Street
	Hialeah, FL
	33012
	3,227
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	1089
	Citadel Outlets
	650
	100 Citadel Drive
	Commerce, CA
	90040
	4,013
	Craig Realty Group
	1500 Quail Street
	Newport Beach
	CA
	92660

	1090
	Boca Town Center
	1035
	6000 West Glades Rd.
	Boca Raton, FL
	33431
	3,821
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	1091
	Mercer Mall
	640 + 645
	US Hignway 460 and Route 25
	Bluefield , WV
	24701
	4,493
	Ershig Properties
	PO Box 1127
	Henderson
	KY
	42419

	1092
	Perimeter Mall
	1695
	4400 Ashford Dunwoody Road
	Atlanta, GA
	30346
	3,800
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	1093
	Fulton Street
	472-474
	472-474 Fulton Street
	Brooklyn, NY
	 
	18,244
	474 Fulton Owner LLC
	500 FIfth Avenue
	New York 
	NY
	10110

	1094
	Grand Prairie Outlets
	805 
	2950 W. Interstate 20 and Great Northwestern Pkwy
	Grand Prarie, TX
	 
	4,000
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1095
	Gilroy Outlets
	A054
	681 Leavesley Road
	Gilroy, CA
	95020
	3,900
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1096
	Tanger Outlets Tuscola
	A11
	D400 Tuscola Blvd
	Tuscola, IL
	61953
	3,500
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	1097
	Bellevue Square
	238
	575 Bellevue Square 
	Bellevue, WA
	98004
	3,311
	Kemper Development Company
	575 Bellevue Square
	Bellevue
	WA
	98004

	1098
	The Shops at Grand River
	424
	6200 Grand River Blvd East
	Leeds, AL
	35094
	4,000
	Was Group
	33 Sicomac Road
	North Haledon
	NJ
	07508

	1099
	Tanger Outlet Center Charleston
	1036
	4840 Tanger Outlet Blvd.
	North Charleston, SC
	29418
	4,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	1100
	Mall at Green Hills
	190
	2126 Abbott Martin Road
	Nashville, TN
	37215
	3,621
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	1101
	North Riverside Park
	H3
	7501 West Cermark
	North Riverside Park, IL
	60546
	3,350
	The Feil Organization
	370 7th Avenue
	New York
	NY
	10001

	1102
	Promenade at Temecula
	2330
	40820 Winchester Road
	Temecula, CA
	92591
	3,432
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	1103
	 Tanger Outlets Blowing Rock
	18
	278 Shops on the Parkway Road
	Blowing Rock, NC
	28605
	3,540
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	1104
	Southland Mall (FL)
	1155
	20505 South Dixie Highway
	Cutler Bay, FL
	33189
	3,660
	Gumberg Asset Mgmt. Corp.
	3200 North Federal Highway
	Ft. Lauderdale
	FL
	33306







	
												
	1105
	Fashion Outlets Santa Fe
	448
	8380 Cerrillos Road
	Santa Fe, NM
	85707
	4,100
	AWE Talisman
	4000 Ponce de Leon Blvd.
	Coral Gables
	FL
	33146

	1106
	Galveston Outlets LLC
	430
	5885 Gulf Freeway
	Texas City, TX
	77591
	3,800
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	1107
	Merrimack Premium Outlets
	0671
	80 Premium Outlets Drive
	Merrimack, NH
	03054
	4,980
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	1108
	South Bay Galleria
	204
	1815 Hawthorn Boulevard
	Redondo Beach, CA
	90278
	3,600
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	1110
	Gran Plaza Outlets
	H100, H150
	888 West 2nd Street
	Calexico, CA
	92231
	9,417
	Charles Company
	9034 West Sunset Blvd
	West Hollywood 
	CA
	90069

	1111
	Outlet Shoppes @ Atlanta
	G-710
	915 Ridgewalk Parkway
	Woodstock, GA
	30188
	4,059
	Horizon Properties Group
	5000 Hakes Drive
	Muskegon
	MI
	49441

	1112
	Tanger Outlets Westgate
	785
	 
	Phoenix, AZ
	 
	4,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	1114
	 Panorama Mall
	38
	8401 Van Nuys Blvd
	Panorama City, CA
	91402
	4,000
	Macerich
	401 Wilshire Blvd.
	Panorama City
	CA
	91402

	1115
	Bentley Mall
	20M
	32 College Road
	Faribanks, AK
	99701
	3,634
	Krausz Companies Inc
	18201 Von Karman Avenue
	Irvine
	CA
	96212

	1116
	Yuma Palms Shopping Ctr
	22
	1305 S. Yuma Palms Parkway
	Yuma, AZ
	85365
	5,200
	Inland Properties
	2901 Butterfield Road
	Oak Brook
	IL
	60523

	1117
	Weatherford Ridge
	4963
	I-20 and Highway 171
	Weatherford, TX
	 
	4,963
	N American Development Group
	3829 W Spring Creek Pkwy
	Plano
	TX
	75023

	1118
	Tanger National Harbor Outlets
	460
	 
	Oxon Hill , MD
	 
	4,500
	Tanger Properties, L.P.
	3200 Northline Ave, Suite 360
	Greensboro
	NC
	27408

	1120
	Fashion Outlets Chicago
	1173
	5220 Fashion Outlets Way
	Rosemont, IL
	60018
	4,203
	AWE Talisman
	355 Alhambra Circle
	Coral Gables
	FL
	33134

	1122
	Outlets of Mississippi
	255
	200 Bass Pro Drive
	Pearl, MS
	39208
	4,002
	Bloomfield Holding LLC
	200 Bass Pro Drive
	Jackson
	MS
	39208

	1126
	Chimney Rock Shopping Center
	4485
	TX 191 and 338
	Odessa, TX
	79762
	4,485
	Excel Property Group
	17140 Bernardo Ctr Drive
	San Diego
	CA
	92128

	1515
	Times Square
	1515 Broadway
	1515 Broadway
	New York, NY
	10032
	19,487
	1515 Broadway Fee Owner LLC
	420 Lexington Avenue
	New York 
	NY
	10170

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	PS Locations
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	3211
	P.S. - Willowbrook Mall
	1380
	1444 Willowbrook Mall
	Wayne , NJ
	07470
	3,088
	General Growth 
	110 North Wacker Drive
	Chicago
	IL
	60606

	3212
	P.S. - Palisades Center
	C303
	1000 Palisades Center Drive
	West Nyack , NY
	10994
	3,500
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078







	
												
	3213
	P.S. - Staten Island Mall
	2095
	2655 Richmond Avenue
	Staten Island, NY
	10314
	2,661
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3214
	P.S. - Danbury Fair Mall
	B209
	7 Backus Avenue
	Danbury, CT
	06810
	3,015
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	3215
	P.S. - Las Americas 
	473
	4141 Camino De La Plaza Drive
	San Ysidro, CA
	92173
	4,653
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	3216
	P.S. - Freehold Raceway Mall
	C230
	3710 Route 9
	Freehold, NJ
	07728
	3,480
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	3217
	P.S. - Shoppes at North Brunswick
	F
	541 Shoppes Boulevard
	North Brunswick, NJ
	08902
	2,825
	Levin Mgmt
	1290 Avenue of the Americas
	New York
	NY
	10105

	3219
	P.S. - Woodbridge Center
	2302
	250 Woodbridge Center Drive
	Woodbridge, NJ
	07095
	3,094
	General Growth 
	110 North Wacker Drive
	Chicago
	IL
	60606

	3220
	P.S. - Cherry Hill
	1415
	200 Route 38
	Cherry Hill, NJ
	08002
	3,301
	PREIT Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	3221
	P.S. - Bridgewater Commons
	3290
	400 Commons Way
	Bridgewater, NJ
	08807
	3,300
	General Growth 
	110 North Wacker Drive
	Chicago
	IL
	60606

	3222
	P.S. - Mall of America
	N118
	60 E. Broadway
	Bloomington, MN
	55425
	4,077
	Triple Five
	8882-17 Street, 
	Edmonton
	AB
	T5T 4M2

	3223
	P.S. - Queens Center
	1068
	90-15 Queens Boulevard
	Elmhurst, NY
	11373
	3,862
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	3224
	P.S. - Manhattan Mall
	160
	100 W. 33rd St.
	New York, NY
	10001
	4,500
	Vornado
	210 Route 4 East
	Paramus
	NJ
	07652

	3225
	P.S. - Mall of Louisiana
	1040
	6501 Bluebonnet Boulevard
	Baton Rouge, LA
	70836-6500
	2,753
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3226
	P.S. - San Marcos Outlets
	870
	3939  1H 35 South
	San Marcos, TX
	78666
	4,120
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	3227
	P.S. - Lehigh Valley Mall
	1086
	250 Lehigh Valley Mall
	Whitehall, PA
	18052
	2,915
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3228
	P.S. - Cross County Shopping Center
	5150
	8000 Mall Walk
	Yonkers , NY
	10704
	3,366
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	3229
	P.S. - Westfarms
	H124
	112 Westfarms Mall
	Farmington, CT
	06032
	3,337
	Taubman
	200 East Long Lake Road
	Bloomfield Hills
	MI
	48303-0200

	3230
	P.S. - Christiana Mall
	1150
	132 Christiana Mall
	Newark, DE
	19702
	2,881
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3231
	P.S. - Hanes Mall
	AL-104
	3320 Silas Creek Parkway
	Winston-Salem, NC
	 
	3,488
	CBL & Associates
	2030 Hamilton Place Blvd
	Chattanooga
	 
	 

	3232
	P.S. - Park City Center
	CO220
	142 Park City Center
	Lancaster , PA
	17601
	3,786
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3233
	P.S. - Riverchase Galleria
	164
	3000 Riverchase Galleria
	Birmingham, AL
	35244
	3,034
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606







	
												
	3234
	P.S. - Poughkeepsie Galleria
	D-109
	2001 South Road
	Poughkeepsie, NY
	12601
	3,315
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	3235
	P.S. - Willow Grove Park
	1033
	2500 West Moreland Road
	Willow Grove , PA
	19090
	3,645
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	3236
	P.S. - North Point Mall
	2168
	1000 North Point Circle
	Alpharetta, GA
	30022
	3,287
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3237
	P.S. - Destiny USA
	F-212
	9090 Destiny USA Drive
	Syracuse, NY
	13204
	3,249
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	3238
	P.S. - Deptford Mall
	1151
	300 N. Almonession Road
	Deptford, NJ
	08096
	3,300
	Macerich
	401 Wilshire Blvd.
	Santa Monica
	CA
	90407

	3239
	P.S. - Walden Galleria
	D-208
	1 Walden Galleria
	Cheektowaga, NY
	14225-5408
	3,009
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	3240
	P.S. - Parks at Arlington
	1034
	3811 South Cooper
	Arlington, TX
	76015
	3,490
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3241
	P.S. - Crossgates Mall
	D206A
	1 Crossgates Mall Road
	Albany, NY
	12203
	3,317
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	3242
	P.S. - Rockaway Townsquare
	1024A
	301 Mt. Hope Ave.
	Rockaway, NJ
	07866
	2,900
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3243
	P.S. - Baybrook Mall
	1300
	500 Baybrook Mall
	Friendswood , TX
	77546
	3,482
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3244
	P.S. - South Shore Mall
	2050
	250 Granite Street
	Braintree, MA
	02814
	3,190
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3245
	P.S. - Roosevelt Field
	1044
	630 Old Country Road
	Garden Ciry, NY
	11530
	3,027
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3246
	P.S. - Paramus Park
	1040
	700 Paramus Park
	Paramus, NJ
	07652
	3,761
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3247
	P.S. - Newport Centre
	B07
	30-262 Mall Drive West
	Jersey City, NJ
	07307
	3,769
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3248
	P.S. - Rio Grande Outlets
	0801A
	9501 Arlington Expressway
	Mercedes, TX
	7570
	3,675
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	3249
	P.S. - Jersey Gardens
	2074
	651 Kapowski Road
	Elizabeth, NJ
	07201
	4,377
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	3250
	P.S. - Grapevine Mills
	526B
	3000 Grapevine Mills Parkway
	Grapevine , TX
	76051
	3,000
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3251
	P.S. - Mall of Georgia
	1031
	3333 Buford Drive
	Buford, GA
	30519
	3,288
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3252
	P.S. - Burlington Mall
	1089
	75 Middlesex Turnpike
	Burlington, MA
	01803
	3,260
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3253
	P.S. - Tanger Outlets Rehoboth
	1440
	36470 Seaside Outlet Drive
	Rehoboth, DE
	19971
	2,840
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408







	
												
	3254
	P.S. - Tanger Outlets Locust Grove
	405
	1000 Tanger Drive
	Locust Grove, GA
	30248
	3,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	3255
	P.S. - Tanger Outlets Riverhead
	1214
	1770 West Main Street
	Riverhead, NY
	11901
	3,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	3256
	P.S. - Outlet Shoppes at El Paso
	E544
	7051 South Desert Blvd.
	Canutullo, TX
	79835
	3,996
	Horizon Properties Group
	5000 Hakes Drive
	Muskegon
	MI
	49441

	3257
	P.S. - Garden State Plaza
	1219A
	One Garden State Plaza
	Paramus, NJ
	07652
	3,375
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	3258
	P.S. - Florida Mall
	854
	8001 S. Orange Blossom Trail
	Orlando, FL
	32809
	3,077
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3259
	P.S. - Warwick Mall
	E103
	400 Bald Hill Road
	Warwick, RI
	02886
	2,947
	Warwick Mall LLC
	PO Box 2513
	Providence
	RI
	02906-0513

	3262
	P.S. - Concord Mills
	699
	8111 Concord Mills Blvd.
	Concord, NC
	28027
	3,051
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3264
	P.S. - Orlando Premium Outlets International Drive
	3F.19
	4951 International Drive
	Orlando, FL
	32819
	3,894
	Simon/Premium Outlets
	105 Eisenhower Parkway
	Roseland
	NJ
	07068

	3265
	P.S. - Franklin Mills
	227
	1455 Franklin Mills Circle
	Philadelphia, PA
	19154
	3,650
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3266
	P.S. Tanger Commerce II
	106
	800 Steven B. Tanger Blvd.
	Commerce , GA
	30529
	3,000
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	3267
	P.S. Tanger Outlet Myrtle Beach
	B200
	4635 Factory Stores Blvd.
	Myrtle Beach , SC
	29579
	2,994
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	3268
	P.S. - White Marsh
	2035
	8200 Perry Hall Blvd.
	Baltimore, MD
	21236-4901
	3,265
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3269
	P.S. - Mall del Norte
	132
	5300 San Dario Avenue
	Laredo, TX
	78041
	3,103
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421

	3270
	P.S. - Westland Mall
	1456
	1675 West 49th Street
	Hialeah, FL
	33012
	3,150
	Starwood Retail
	591 West Putnum Ave
	Greenwitch 
	CT
	06830

	3271
	P.S. - Pembroke Lakes
	834
	11401 Pines Boulevard
	Pembroke Pines, FL
	33026
	3,015
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3272
	P.S. - Carolina Place
	D-10
	11025 Carolina Place
	Pineville, NC
	28134
	2,933
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3273
	P.S. Four Seasons Towne Center
	146
	410 Four Seasons Towne Center
	Greensboro, NC
	27427
	3,505
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3274
	P.S. - Valley Hills
	156
	1960 Highway 70 SE #244
	Hickory, NC
	28602-5107
	2,828
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036-7703







	
												
	3275
	P.S. - Sunrise Mall
	1100
	One Sunrise Mall
	Massapequa, NY
	11758
	4,008
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	3276
	P.S. - Sunland Park
	E10A
	750 Sunland Park Drive
	El Paso, TX
	79912
	3,425
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3277
	P.S. - Cielo Vista
	C05A
	8401 Gateway Blvd. West
	El Paso, TX
	79925
	2,814
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3278
	P.S. - Ingram Park Mall
	N05A
	6301 NW Loop 410
	San Antonio, TX
	78238
	3,028
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3279
	P.S. - Arizona Mills Mall
	188
	5000 S Arizona Mills Circle
	Tempe, AZ
	85282
	3,421
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3280
	P.S. - Tucson Mall
	455
	4500 N. Oracle Road
	Tucson, AZ
	85705
	3,198
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3281
	P.S. - Imperial Valley Mall
	1468 
	1468 Dogwood Ave
	El Centro, CA
	92243
	3,958
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3282
	P.S. - Plaza Bonita
	2304C
	3030 Plaza Bonita Road
	National City, CA
	91950
	4,064
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	3287
	P.S. - Coral Square Mall
	9085
	9469 West Atlantic Blvd.
	Coral Springs, FL
	33071
	3,901
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3288
	P.S. - Opry Mills Mall
	310
	433 Opry Mills Drive
	Nashville, TN
	37214
	3,000
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3289
	P.S. - Sunrise Mall (TX)
	1250
	2370 North Expressway
	Brownsville, TX
	78256
	3,000
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3290
	P.S. - Parkdale Mall
	D-408
	6155 Eastex Freeway
	Beaumont, TX
	77706
	3,192
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3291
	P.S. - Southland Mall
	1171
	20505 South Dixie Highway
	Cutler Bay, FL
	33189
	3,149
	Gumburg Asset Mgmt. Corp.
	3200 North Federal Highway
	Ft. Lauderdale
	FL
	33306

	3292
	P.S. - Katy Mills Mall
	720
	5000 Katy Mills Circle
	Katy, TX
	77494
	3,213
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3293
	P.S. - Connecticut Post
	2050
	1201 Boston Post Road
	Milford , CT
	 
	3,307
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	3294
	P.S. - Trumbulll Shopping Center
	1099
	5065 Main Street
	Trumbull, CT
	06611
	3,839
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	3300
	P.S. - Lakeland Square Mall
	622
	3800 US Highway 98 North
	Lakeland, FL
	33809
	2,639
	Rouse Properties, Inc.
	1114 Avenue of the Americas
	New York
	NY
	10036

	3301
	P.S. - Governor's Square
	2090
	1500 Apalachee Parkway
	Tallahassee, FL
	32301-3006
	2,857
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3303
	P.S. - Citrus Park Town Center
	8126
	8021 Citrus Park Town Center
	Tampa, FL
	 
	3,327
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	3305
	P.S. - Oglethorpe Mall
	31
	7804 Abercorn Street
	Savannah, GA
	31406
	2,991
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606







	
												
	3306
	P.S. Cumberland Mall
	0170
	1000 Cumberland Mall
	Atlanta, GA
	30339
	4,365
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3307
	P.S. - Augusta Mall
	1360
	3450 Wrightsboro Road
	Augusta, GA
	30909
	3,351
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3308
	P.S. - Francis Scott Key
	0836
	5500 Buckytown Pike
	Frederick, MD
	21703
	3,000
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	3309
	P.S. - Valley Mall
	0322
	17301 Valley Mall Road
	Hagerstown, MD
	21740
	3,500
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	3310
	P.S. - Logan Valley Mall
	0946
	5580 Goods Lane
	Altoona, PA
	16602
	3,243
	Preit Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102

	3312
	P.S. Wyoming Valley Mall
	346
	29 Wyoming Valley Mall
	Wilkes Barre, PA
	18701
	3,385
	PR Wyoming Valley LP
	200 S Broad St, the Bellevue
	Philadelphia
	PA
	19102

	3314
	P.S. -  Galveston Outlets
	420
	5885 Gulf Freeway
	Texas City, TX
	77591
	3,200
	Tanger Properties, L.P.
	3200 Northline Avenue
	Greensboro
	NC
	27408

	3315
	P.S. - York Galleria
	122
	2899 Whiteford Rd.
	York, PA
	17402
	3,066
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3316
	P.S. - Arbor Place Mall
	1190
	6700 Douglas Blvd.
	Douglasville, GA
	30315
	3,911
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3317
	P.S. - Holyoke Mall at Ingleside
	D-257
	50 Holyoke St.
	Holyoke, MA
	01040
	3,136
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	3318
	P.S. - Uptown Village at Cedar Hill
	202
	305 W. FM 1382
	Cedar Hill, TX
	75104
	3,703
	MG Herring Group
	5710 LBJ Freeway
	Dallas
	TX
	75240

	3319
	P.S. - Peachtree Mall
	0018
	3507 Manchester Expwy
	Columbus, GA
	31909
	2,818
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3320
	P.S.  Square One Mall
	S115
	1201 Broadway
	Saugus, MA
	01906
	3,407
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3321
	P.S. - Pecanland Mall
	1226
	4700 Millhaven Road
	Monroe, LA
	71203
	3,300
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3322
	P.S. - Orange Park Mall
	G16
	1910 Wells Road
	Orange Park, FL
	32073
	2,938
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3323
	P.S. - Miami International Mall
	124
	1455 NW 107th Avenue
	Miami, FL
	33172
	2,696
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3324
	P.S. - MainPlace Shoppingtown LLC
	540
	2800 N Main Street
	Santa Ana, CA
	92705
	2,968
	Westfield
	11601 Wilshire Blvd, 12th Floor
	Los Angeles
	CA
	90025

	3325
	P.S. - Edison Mall
	1035A
	4125 Cleveland Avenue
	Fort Myers, FL
	33901
	3,069
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3326
	PS - Foothills
	185
	7401 N. La Cholla Blvd.
	Tucson, AZ
	85741
	4,487
	Schottenstein Property Group
	4300 East Fifth Ave
	Columbus
	OH
	43219

	3327
	P.S. - Patrick Henry Mall
	0819
	12300 Jefferson Avenue
	Newport News, VA
	23602
	3,214
	PREIT Services LLC
	200 S Broad St, 3rd Floor
	Philadelphia
	PA
	19102







	
												
	3329
	P.S. - South Bay Galleria
	206
	1815 Hawthorne Blvd
	Redondo Beach , CA
	90278
	3,085
	Forest City Enterprises
	50 Public Square
	Cleveland
	OH
	44113

	3330
	Gran Plaza Outlets
	H100 , H150
	888 W 2nd Street
	Calexico, CA
	92231
	3,983
	Charles Company
	9034 West Sunset Blvd
	West Hollywood 
	CA
	90069

	3331
	P.S. - Town East Mall
	1238
	2063 Town East Mall
	Mesquite, TX
	75170
	2,963
	General Growth
	110 North Wacker Drive
	Mesquite
	TX
	75150

	3332
	P.S. - Outlet Shoppes At Atlanta
	D410
	915 Ridgewalk Parkway
	Woodstock, GA
	30188
	3,630
	Horizon Group Properties, LP
	5000 Hakes Drive
	Muskegon
	MI
	49441

	3333
	P.S. - Cherryvale Mall
	E-64
	7200 Harrison Avenue
	Cherry Valley, IL
	 
	2,821
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3334
	P.S. - Northpark Mall
	1122A
	1200 E Countryline Road
	Ridgeland, MS
	39157
	2,996
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3335
	P.S. Town Center at Cobb
	331
	400 Barrett Parkway
	Kennesaw, GA
	30144
	3,500
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3336
	P.S. Meadows Mall
	2180
	4300 Meadows Lane
	Las Vegas, NV
	89107
	3,260
	General Growth
	110 North Wacker Drive
	Chicago 
	IL
	60606

	3337
	P.S. Ashland Town Center
	336
	500 Winchester Avenue
	Ashland, KY
	41101
	2,809
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	3338
	 P.S. Cordova Mall
	F611A
	5100 N 9th Avenue
	Pensacola, FL
	32504-8769
	3,414
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3339
	P.S. - Emerald Square Mall
	E209
	999 S Washington Street
	N Attleborough, MA
	02760
	3,489
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3340
	P.S. White Plains Galleria
	433A
	100 Main Street
	White Plains, NM
	10601
	3,084
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3342
	P.S. Livingston Mall
	1004A
	112 Eisenhower Parkway
	Livingston , NJ
	07039
	3,481
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3344
	P.S. Tippecanoe Mall
	0G04
	2415 Sagamore Parkway S
	Lafayette, IN
	47905
	4,215
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3345
	P.S. Aurora Town Center
	2027
	14200 East Alameda
	Aurora, CO
	80012-2511
	3,165
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3347
	P.S. Coastland Center
	J0008
	1900 Tamiani Trail N
	Naples, FL
	34102
	2,798
	General Growth
	110 North Wacker Drive
	Chicago 
	IL
	60606

	3349
	P.S. Boise Towne Square
	2147
	350 N Milwaukee
	Boise, ID
	83704
	3,602
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3350
	P.S. - Grand Central Mall
	273
	100 Grand Central Avenue
	Vienna, WV
	26105
	2,712
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	3351
	P.S. - Great Lakes Mall
	554B
	7850 Mentor Avenue
	Mentor, OH
	44060
	3,500
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-33438

	3352
	P.S. - Crossroads Center
	A0019
	4101 W Division Street
	St. Cloud , MN
	56301
	3,145
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3353
	P.S. - Panorama Mall
	36
	8401 Van Nuys Blvd
	Panorama City, CA
	91402
	3,000
	Macerich
	401 Wilshire Blvd.
	Panorama City
	CA
	91402







	
												
	3354
	P.S. Northridge Mall
	F10
	796 Northridge Mall
	Salinas, CA
	93906
	3,130
	General Growth 
	110 North Wacker Drive
	Chicago
	IL
	60606

	3355
	P.S. - Pacific View Mall
	2260
	3301 E Main Street
	Ventura, CA
	93003
	3,813
	Macerich
	401 Wilshire Blvd.
	Ventura
	CA
	93003

	3356
	P.S. - Park Place Mall
	506
	5870 E. Broadway Blvd
	Tucson, AZ
	85711
	2,805
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3357
	P.S. - Mall of New Hampshire
	S163
	1500 S Willow
	Manchester , NH
	03103
	3,477
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204

	3358
	P.S. Glenbrook Mall
	B03
	4201 Coldwater Road
	Fort Wayne , IN
	46805
	3,510
	General Growth 
	110 North Wacker Drive
	Columbia
	MD
	21044

	3359
	P.S. - Greenwood Mall
	114
	2625 Scottsville Road
	Bowling Green, KY
	42104
	3,393
	General Growth 
	110 North Wacker Drive
	Columbia
	MD
	21044

	3360
	P.S. -  Asheville Mall
	H-02
	3 South Tunnel Road
	Asheville, NC
	 
	3,276
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3361
	P.S. - EastGate Mall
	A-212
	4601 Eastgate Boulevard
	Cincinnati, OH
	45245
	3,427
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421

	3362
	P.S. Jefferson Mall
	A-240
	Jefferson Blvd & Outer Loop Road
	Louisville, KY
	 
	3,473
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3363
	P.S. Turtle Creek Mall
	75
	1000 Turtle Creek Drive
	Hattiesburg, MS
	 
	3,322
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3364
	P.S. First Colony Mall
	860
	16535 Southwest Freeway
	Sugar Land, TX
	77479
	3,529
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3365
	P.S. - Burnsville Center
	1080
	1178 Burnsville Center
	Burnsville, MN
	55306
	3,724
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3366
	P.S. Rivergate Mall
	1670
	1000 Rivergate Parkway
	Goodlettsville, TN
	 
	2,783
	Hendon Properties
	3445 Peachtree Road
	Atlanta
	GA
	30326

	3367
	P.S. Westgate Mall
	210
	205 W Blackstock Road
	Spartanburg, SC
	29301
	3,484
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3368
	P.S. - Lakeside Mall
	1150
	14000 Lakeside Circle
	Sterling Heights, MI
	49015
	3,519
	Lakeside Mall
	15000 Lakeside Circle
	Sterling Heights
	MI
	49015

	3369
	P.S. - Triangle Town Center
	FU2049
	5959 Triangle Town Boulevard
	Raleigh, NC
	 
	3,564
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3370
	P.S. - Weatherford Ridge
	un-named
	I-20 and Highway 171
	Weatherford, TX
	76085
	3,237
	North American Development Grp
	3829 W Spring Creek Pkwy
	Plano
	TX
	75023

	3371
	P.S. - Central Plaza
	BOK
	6221 Slide Road. Unit BOK
	Lubbock, TX
	 
	3,200
	Dunhill Partners
	3100 Monticello, Suite 300
	Dallas
	TX
	75205







	
												
	3372
	P.S. Pearland Town Center
	1035
	Highway 288 & FM 518
	Pearland, TX
	77584
	3,500
	CBL & Associates Management Inc.
	2030 Hamilton Place Blvd
	Chattanooga
	TN
	37421-6000

	3373
	P.S. North Riverside Park
	E9
	7501 W Cermak Rd
	N Riverside, IL
	60546
	3,356
	The Feil Organization
	370 &th Avenue, Suite 618
	New York
	NY
	10001

	3374
	P.S.Fox Valley
	B3
	195 Fox Valley Center
	Aurora, IL
	60504
	3,000
	Fox Valley Mall LLC
	2049 Century Park East
	Los Angeles
	CA
	90067

	3375
	P.S. Salmon Run
	B104
	Interstate Rt 81, NYS Rt. 3
	Watertown, NY
	 
	3,498
	Pyramid
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	3376
	P.S. Northridge Fashion Ctr
	78
	9301 Tampa Avenue
	Northridge, CA
	91324
	3,073
	General Growth
	110 North Wacker Drive
	Chicago
	IL
	60606

	3377
	P.S. Fairfield Commons
	W253
	2727 Fairfield Commons Drive
	Beavercreek, OH
	 
	3,030
	Glimcher
	180 E Broad St, 21st Floor
	Columbus
	OH
	43215

	3380
	P.S. - Oakdale Mall
	76
	601-635 Harry L. Drive
	Johnson City, NY
	13790
	2,827
	Vornado
	210 Route 4 East
	Paramus
	NJ
	 

	3381
	Chimney Rock Mall
	A
	TX 191 and 338
	Odessa, TX
	 
	3,016
	Excel Property Group
	17410 Bernardo Center Drive, 
	San Diego
	CA
	92198-1324

	3384
	P.S. - Galleria at Crystal Run
	C-210A
	One Galleria Drive
	Middletown, NY
	10941
	3,349
	Pyramid Mgmt Group LLC
	4 Clinton Square
	Syracuse
	NY
	13202-1078

	3385
	P.S. -Gurnee Mills Mall
	793
	6170 W Grand Avenue
	Gurnee, IL
	60031
	2,889
	Simon Property Group
	225 W Washington St
	Indianapolis
	IN
	46204-3438

	3401
	PS National Harbor
	450
	 
	Oxon Hill, MD
	 
	3,100
	Tanger Properties, L.P.
	3200 Northline Ave
	Greensboro
	NC
	27408

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Corporate Locations
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	100004
	ADI
	Block 73.01
	2 Brick Plant Road
	South River, NJ
	08810
	315,000
	LIT-Northend LLC
	2100 McKinney Ave, STE 700
	Dallas
	TX
	75201

	101004
	West Coast Distribution Center
	01004
	950 N. Barrington Ave
	Ontario, CA
	91761
	359,996
	ProLogis
	2817 E. Cedar Street
	Ontairo
	CA
	91761

	100014C
	Canadian Office
	208
	6205 B Airport Road
	Mississauga, ON
	L4V1E3
	1,391
	Orlando Corporation
	6205 Airport Road
	Mississauga
	ON
	L4V1E3

	100014NJ
	NJ Office
	Lyndhurst 3rd, 4th - 5th
	125 Chubb Avenue
	Lyndhurst, NJ
	07071
	68,949
	SL Green Realty Corp.
	420 Lexington Ave
	New York
	NY
	10170

	200014NY
	NYC Office
	10014 - 22nd Floor
	112 West 34th Street
	New York, NY
	10017
	34,672
	Helmsley Spear
	60 East 42nd Street
	New York
	NY
	10017

	200014NY
	NYC Office
	10015 - 22nd Floor Expansion
	112 West 34th Street
	New York, NY
	10017
	4,133
	Helmsley Spear
	60 East 42nd Street
	New York
	NY
	10017







	
												
	200014NY
	NYC Office
	10017 - 25th Floor
	112 West 34th Street
	New York, NY
	10017
	10,158
	Helmsley Spear
	60 East 42nd Street
	New York
	NY
	10017

	200014NY
	NYC Office
	10018 - 26th Floor
	112 West 34th Street
	New York, NY
	10017
	10,158
	Helmsley Spear
	60 East 42nd Street
	New York
	NY
	10017

	200014NY
	NYC Office
	10020 - 16th Floor
	112 West 34th Street
	New York, NY
	10017
	29,639
	Helmsley Spear
	60 East 42nd Street
	New York
	NY
	10017

	200014NY
	NYC Office
	11th Floor
	901 Avenue of the America
	New York, NY
	10001
	32,355
	Vornado
	210 Route 4 East
	Paramus
	NJ
	07652









Exhibit 4-6 to
The Third Amended and Restated
Loan and Security Agreement
Encumbrances
	
						
	Debtor Name:
	State
	Level
	Secured Party
	File Date
	File Number

	Aeropostale, Inc.
	DE
	SOS
	Key Equipment Finance Inc.
	5/1/2009
	20091390282

	Aeropostale, Inc.
	DE
	SOS
	General Electric Capital Corporation
	5/4/2009
	20091402830

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	8/12/2009
	20092594643

	Aeropostale, Inc.
	DE
	SOS
	Pearland Town Center Limited Partnership/CBL & Associates Limited Partnership
	8/17/2009
	20092636964

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	8/19/2009
	20092666268

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	9/8/2009
	20092880331

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	10/5/2009
	20093187785

	Aeropostale, Inc.
	DE
	SOS
	Pom-College Station, LLC
	10/12/2009
	20093276844

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	4/1/2010
	20101125339

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	4/13/2010
	20101282007

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	7/1/2010
	20102314551

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	7/19/2010
	20102507550

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	9/20/2011
	20113611996

	Aeropostale, Inc.
	DE
	SOS
	General Electric Capital Corporation
	9/29/2011
	20113740654

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	10/7/2011
	20113872028

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	12/16/2011
	20114839984

	Aeropostale, Inc.
	DE
	SOS
	General Electric Capital Corporation
	8/7/2012
	20123039908

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	9/20/2012
	20123633973

	Aeropostale, Inc.
	DE
	SOS
	General Electric Capital Corporation
	10/15/2012
	20123956895

	Aeropostale, Inc.
	DE
	SOS
	General Electric Capital Corporation
	1/3/2013
	20130026261

	Aeropostale, Inc.
	DE
	SOS
	IBM Credit LLC
	1/3/2013
	20130041153

	Aeropostale, Inc.
	DE
	SOS
	General Electric Capital Corporation
	4/5/2013
	20131319319

	Aeropostale, Inc.
	DE
	SOS
	General Electric Capital Corporation
	4/8/2013
	20131331009

	Aeropostale, Inc.
	DE
	SOS
	General Electric Capital Corporation
	5/31/2013
	20132067024

	Aeropostale, Inc.
	DE
	SOS
	AT&T Capital Services, Inc.
	6/10/2013
	20132211127

	Aeropostale, Inc.
	DE
	SOS
	AT&T Capital Services, Inc.
	12/9/2013
	20134849197

	Aeropostale, Inc.
	DE
	SOS
	AT&T Capital Services, Inc.
	12/27/2013
	20135128906



















21715922v2                                     





Exhibit 4-7 to
The Third Amended and Restated
Loan and Security Agreement


Indebtedness


None.



21715922v2                                     





Exhibit 4-8 to
The Third Amended and Restated
Loan and Security Agreement


Insurance Policies
(See attached).



21715922v2                                     





	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	Auto - AOS
	8/1/2014
	C5086416543
	Valley Forge
	J. Smith Lanier
	 
	 
	1,000,000
	

	 
	Bodily and Property Damage

	 
	 
	 
	Insurance
	& Co.
	 
	 
	1,000,000
	

	 
	Liability

	Policy Code:
	22975
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Uninsured/Underinsured Motorist

	 
	 
	 
	 
	 
	 
	 
	5,000
	

	 
	Medical Payments

	Comment
	Policy
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Hired/Non-Owned

	 
	 
	 
	 
	 
	 
	 
	1,000
	

	 
	Comprehensive/Collision Deductible - Auto

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Auto - MA
	8/1/2014
	5084926345
	National Fire
	J. Smith Lanier
	 
	 
	20,000 / 40,000
	 
	Bodily Injury

	 
	 
	 
	Insurance Co.
	& Co.
	 
	 
	1,000
	

	 
	Comprehensive/Collision Deductible - Auto

	Policy Code:
	22976
	 
	of Hartford
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	20,000 / 40,000
	 
	Uninsured/Underinsured Motorist

	 
	 
	 
	 
	 
	 
	 
	5,000
	

	 
	Medical Payments

	Comment
	Policy
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Liability

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Crime
	8/1/2014
	FID2874723-04
	Zurich
	Aon Risk Services
	 
	 
	5,000,000
	

	 
	Employee Dishonesty

	 
	 
	 
	 
	 
	 
	 
	5,000,000
	

	 
	Forgery Alteration

	Policy Code:
	18784
	 
	 
	 
	 
	 
	5,000,000
	

	 
	Theft

	Comment
	Policy
	 
	 
	 
	 
	 
	5,000,000
	

	 
	Computer Fraud

	 
	 
	 
	 
	 
	 
	 
	50,000
	

	 
	Deductible

	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, 






1



21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	Cyber Liability
	5/13/2014
	Binder - 
	Beazley
	ARC Exces &
	 
	 
	10,000,000
	

	 
	Policy Limit

	 
	 
	V13B3D130101
	 
	Surplus
	 
	 
	2,000,000
	

	 
	Regulatory Defense & Penalties (Insuring

	Policy Code:
	22485
	 
	 
	 
	 
	 
	 
	 
	Agreement IC)

	Comment
	Binder
	 
	 
	 
	 
	 
	500,000
	

	 
	Crisis Management & Public Relations (Insuring

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Agreement I.E)

	 
	 
	 
	 
	 
	 
	250,000
	

	 
	PCI Fines and Costs (Insuring Agreement I.F.)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	2,000,000
	

	 
	Privacy Breach Response Services. (Insuring

	 
	 
	 
	 
	 
	 
	 
	Individuals
	 
	Agreement I.B)

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Legal and Forensic Exp. (Insuring Agreement IB1)

	 
	 
	 
	 
	 
	 
	 
	500,000
	

	 
	Foreign Notifications

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	10,000,000
	

	 
	Cyber Extortion Loss

	 
	 
	 
	 
	 
	 
	 
	10,000,000
	

	 
	Data Protection Loss and Bus. Interruption Loss

	 
	 
	 
	 
	 
	 
	 
	500,000
	

	 
	Hourly Sublimit

	 
	 
	 
	 
	 
	 
	 
	100,000
	

	 
	Forensic Exp.

	 
	 
	 
	 
	 
	 
	 
	100,000
	

	 
	Dependent Bus. Interruption

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	500,000
	

	 
	Retention: Insuring Agreement IA & IC

	 
	 
	 
	 
	 
	 
	 
	20,000
	

	 
	Retention: Insuring Agreement IB.

	 
	 
	 
	 
	 
	 
	 
	500,000
	

	 
	Retention: Insuring Agreement I.D.

	 
	 
	 
	 
	 
	 
	 
	10,000
	

	 
	Retention: Insuring Agreement I.E.

	 
	 
	 
	 
	 
	 
	 
	500,000
	

	 
	Retention: Insuring Agreement I.F.

	 
	 
	 
	 
	 
	 
	 
	500,000
	

	 
	Retention: Extortion Threat

	 
	 
	 
	 
	 
	 
	 
	500,000
	

	 
	Retention: Security Breach

	 
	 
	 
	 
	 
	 
	 
	10 hours
	

	 
	Waiting Period 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, 






2

21753392v1



	
												
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	D & O
	5/15/2014
	6800-8275
	Chubb
	AMWINS
	 
	 
	5,000,000
	

	 
	Limit of Liability

	 
	 
	 
	 
	Brokerage of NJ
	 
	100,000
	

	 
	Security Holder Derivative Demands

	Policy Code:
	22431
	 
	 
	 
	 
	 
	$
	0
	

	 
	Clauses 1 & 4

	Comment
	Policy
	 
	 
	 
	 
	 
	2,500,000
	

	 
	Clause 2 & 3

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	D & O - Excess
	5/15/2014
	6800-8275
	RSUI
	AmWins
	 
	 
	5,000,000
	

	 
	XS 15,000,000

	3rd Layer
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code:
	22428
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	D & O - Excess
	5/15/2014
	MCA8GQM13
	Aspen
	AmWins
	 
	 
	5,000,000
	

	 
	XS 20,000,000

	4th Layer
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code:
	22429
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	D & O - Excess
	5/15/2014
	MBN713503-01-
	Axis
	AMWINS
	 
	 
	5,000,000
	

	 
	XS $5,000,000

	1st Layer
	 
	2013
	 
	Brokerage of NJ
	 
	 
	 
	 

	Policy Code:
	22432
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	D & O - Excess
	5/15/2014
	SC5DO00057-131
	Everest
	AMWINS
	 
	 
	5,000,000
	

	 
	XS 10,000,000

	2nd Layer
	 
	 
	 
	Brokerage of NJ
	 
	 
	 
	 

	Policy Code:
	22434
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, 






3

21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	D & O - Excess
	5/15/2014
	ELU129774-13
	XL
	AmWins
	 
	 
	5,000,000
	

	 
	XS 25,000,000

	5th Layer
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code:
	22430
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	D & O - SIDE "A"
	5/15/2014
	6800-8276
	Chubb
	AMWINS
	 
	 
	10,000,000
	

	 
	Underlying Limits

	 
	 
	 
	 
	Brokerage of NJ
	 
	 
	 
	 

	Policy Code:
	22436
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	D & O - SIDE "A"
	5/15/2014
	V10A55130401
	Beazley
	AMWINS
	 
	 
	10,000,000
	

	 
	XS 10,000,000

	Excess
	 
	 
	 
	Brokerage of NJ
	 
	 
	 
	Underlying 30,000,000

	Policy Code:
	22435
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	Earthquake-CA
	8/1/2014
	CFE0966844
	QBE
	Aon
	 
	 
	25,000,000
	

	 
	Excess of $7,000,000

	- Excess 1st
	 
	 
	 
	 
	 
	 
	 
	DEDUCTIBLE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	5% of Values: $250,000 Minimum

	Policy Code:
	23041
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, 






4



21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	Earthquake-CA
	8/1/2014
	WRE01429
	Western Risk
	AmWins
	 
	 
	12,500,000
	

	 
	Excess of $32,000,000

	- Excess 2nd
	 
	 
	Specialists
	 
	 
	 
	 
	DEDUCTIBLE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	5% of Values: $250,000 Minimum

	Policy Code:
	23140
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	Earthquake-CA
	8/1/2014
	NSM33256
	NorthShore
	AmWins
	 
	 
	12,500,000
	

	 
	Excess of $32,000,000

	- Excess 3rd
	 
	 
	 
	 
	 
	 
	 
	DEDUCTIBLE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	5% of Values: $250,000 Minimum

	Policy Code:
	23141
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	POLICY
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	Employment
	5/15/2014
	EPLNY799605005-
	 
	Liberty MutualARC Excess & 
	 
	10,000,000
	

	 
	Limit of Liability

	Practices Liability
	Binder
	 
	Surplus, LLC
	 
	500,000
	

	 
	Retention - Single Claims

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Retention - Multi-Party

	Policy Code:
	22399
	 
	 
	 
	 
	 
	 
	 
	Pending & Prior Date 8/1/1998

	Comment
	Binder
	 
	 
	 
	 
	 
	 
	 
	Continuity Date 5/15/2005

	 
	 
	 
	 
	 
	 
	 
	 

	Fiduciary
	8/1/2014
	BINDER - 
	US Specialty
	Crump Insurance
	 
	 
	5,000,000
	

	 
	Limit of Liability

	 
	 
	U71351317
	 
	Services
	 
	10,000
	

	 
	Deductible - Includes Defense Costs

	Policy Code:
	22977
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	BINDER
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, 






5

21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	Fiduciary - 
	8/1/2014
	BINDER -
	Great
	Crump Insurances
	 
	 
	5,000,000
	

	 
	XS 5,000,000

	Excess 1st
	 
	FDX6660766
	American
	Services
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code:
	22978
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	BINDER
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	Fiduciary -
	8/1/2014
	EPG0013290
	RLI Insurance
	Crump Insurance
	 
	 
	10,000,000
	

	 
	XS 10,000,000

	Excess 2nd
	 
	 
	Company
	Services
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code:
	22980
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	BINDER
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	Fiduciary - 
	8/1/2014
	Binder - 8235- 3003
	 
	Federal Crump Insurance
	 
	10,000,000
	

	 
	Excess $20,000,000

	Excess 3rd
	 
	 
	Insurance
	   Services
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code:
	22974
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Binder
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	General Liability
	8/1/2014
	GL5086416560
	National Fire
	J. Smith Lanier &
	 
	 
	2,000,000
	

	 
	General Aggregate

	 
	 
	 
	Insurance Co.
	Co.
	 
	 
	2,000,000
	

	 
	Products / Completed Operations Aggregate

	Policy Code:
	22981
	 
	of Hartford
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Each Occurrence

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Personal / Advertising Injury

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Employee Benefits - Deductible $1,000 (Retro

	 
	 
	 
	 
	 
	 
	 
	 
	 
	8/1/2004)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Medical Expense

	 
	 
	 
	 
	 
	 
	 
	5,000
	

	 
	Medical Expense

	 
	 
	 
	 
	 
	 
	500,000
	

	 
	Fire Damage Limit, Any One Fire

	 
	 
	 
	 
	 
	 
	 
	0
	

	 
	No Deductible

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 





21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, Inc.






6









































































21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	General Liability 
	8/1/2014
	GL292002068
	C N A
	J. Smith Lanier &
	 
	 
	2,000,000
	

	 
	General Aggregate

	- CANADA
	 
	 
	 
	Co.
	 
	 
	2,000,000
	

	 
	Products / Completed Operations Aggregate

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Each Occurrence

	Policy Code:
	23617
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Employee Benefits - Deductible $1,000 (Retro

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	8/1/2004)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Kidnap & Ransom4/19/2014
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code: 
	18090
	NO5670020-001
	ACE
	AmWins
	 
	 
	5,000,000
	

	 
	Limit of Liability

	Comment
	Policy
	 
	 
	 
	 
	 
	0
	

	 
	Deductible 

	 
	 
	 
	 
	 
	 
	 
	5,000,000
	

	 
	B.I. & E.E.

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, Inc.






7

21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	Package - 
	8/1/2014
	WP584958700
	C N A
	J. Smith Lanier &
	 
	 
	 
	 
	INTERNATIONAL GENERAL LIABILITY

	International
	 
	 
	 
	Co.
	 
	 
	1,000,000
	

	 
	Bodily Injury / Property Damage - Ea. Occurance

	Policy Code:
	22982
	 
	 
	 
	 
	 
	 
	 
	  / 2,000,000 Aggregate

	Comment
	Policy
	 
	 
	 
	 
	 
	2,000,000
	

	 
	Products / Completed Operations - Ea. Occurance

	 
	 
	 
	 
	 
	 
	 
	 
	 
	     / Aggregate

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Personal & Advertising Injury - Ea. Occurance /

	 
	 
	 
	 
	 
	 
	 
	 
	Aggregate

	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Premises Legal Liability   Ea. Occurance /

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Aggregate

	 
	 
	 
	 
	 
	 
	 
	10,000
	

	 
	Medical Expenses per person / 50,000 per

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	INT'L EMPLOYEE BENEFITS LIAB.

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Each Employee / Aggregate

	 
	 
	 
	 
	 
	 
	 
	 
	 
	1,000 Deductible

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	INT'L TRAVEL

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Business Trip

	 
	 
	 
	 
	 
	 
	 
	10,000
	

	 
	Medical Expense

	 
	 
	 
	 
	 
	 
	 
	500,000
	

	 
	Per Accident / Aggregate

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	INT'L AUTO

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Bodily Injury / Property Damage - per occurrence

	 
	 
	 
	 
	 
	 
	 
	10,000
	

	 
	Medical Expenses per person / 50,000 per

	 
	 
	 
	 
	 
	 
	 
	1,000
	

	 
	DEDUCTIBLE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	INT'L FOREIGN VOLUNTARY WC

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Bodily Injury / Accident

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	BI by Disease / Policy Limit

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	BI by Disease / Per Person





21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	100,000/250,000 Agg
	 
	Excess Repatriation

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, Inc.






8





























































21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	Property - 
	8/1/2014
	RMP-5084763807
	C N A
	J. Smith Lanier &
	 
	 
	 
	 
	INT'L KIDNAP & RANSOM / CONFISCATION

	Canada
	 
	 
	 
	Co.
	 
	 
	50,000
	

	 
	Each Occurrence / Aggregate

	Policy Code:
	22983
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	48,018,543
	

	 
	Policy Limit

	 
	 
	 
	 
	 
	 
	 
	5,000,000
	

	 
	Accounts Receivable

	 
	 
	 
	 
	 
	 
	 
	75,000,000
	

	 
	Earthquake - Annual Aggregate

	 
	 
	 
	 
	 
	 
	 
	75,000,000
	

	 
	Flood - Annual Aggregate

	 
	 
	 
	 
	 
	 
	 
	15,000,000
	

	 
	Leasehold Interest

	 
	 
	 
	 
	 
	 
	 
	10,000,000
	

	 
	Extra Expense

	 
	 
	 
	 
	 
	 
	 
	180 Days
	

	 
	Extended Period of Indemnity

	 
	 
	 
	 
	 
	 
	 
	90 Days
	

	 
	Newly Acquired / Constructed Property

	 
	 
	 
	 
	 
	 
	 
	 
	 
	DEDUCTIBLES

	 
	 
	 
	 
	 
	 
	 
	24 Hours
	

	 
	Business Interruption

	 
	 
	 
	 
	 
	 
	 
	24 Hours
	

	 
	Service Interruption

	 
	 
	 
	 
	 
	 
	 
	50,000
	

	 
	Any Loss, Damage or Expense

	 
	 
	 
	 
	 
	 
	 
	10,000
	

	 
	Retail Store Locations 

	 
	 
	 
	 
	 
	 
	 
	100,000
	

	 
	Flood

	 
	 
	 
	 
	 
	 
	 
	50,000
	

	 
	Earth Movement

	 
	 
	 
	 
	 
	 
	 
	10,000
	

	 
	Equipment Breakdown

	 
	 
	 
	 
	 
	 
	 
	24 Hours
	

	 
	Time Element

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, Inc.






9





21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	Property / B&M
	8/1/2014
	RMP-5084763065
	C N A
	J. Smith Lanier &
	 
	 
	150,000,000
	

	 
	Policy Limit

	 
	 
	 
	 
	Co.
	 
	 
	150,000,000
	

	 
	Blanket Real & Personal Property

	Policy Code:
	22984
	 
	 
	 
	 
	 
	50,000,000
	

	 
	Blanket Business Income

	Comment
	Policy
	 
	 
	 
	 
	 
	5,000,000
	

	 
	Accounts Receivable

	 
	 
	 
	 
	 
	 
	 
	5,000,000
	

	 
	Scheduled Dependent Property

	 
	 
	 
	 
	 
	 
	 
	75,000,000
	

	 
	Earthquake - Annual Aggregate

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Earthquake - Annual Aggregate

	 
	 
	 
	 
	 
	 
	 
	75,000,000
	

	 
	Critical New Madrid Areas - Annual Aggregate

	 
	 
	 
	 
	 
	 
	 
	50,000,000
	

	 
	Critical Pacific N.W. - Annual Aggregate

	 
	 
	 
	 
	 
	 
	 
	Included
	

	 
	EDP

	 
	 
	 
	 
	 
	 
	 
	Included
	

	 
	Equipment Breakdown 

	 
	 
	 
	 
	 
	 
	 
	Included
	

	 
	Ammonia Contamination

	 
	 
	 
	 
	 
	 
	 
	10,000,000
	

	 
	Extra Expense

	 
	 
	 
	 
	 
	 
	 
	75,000,000
	

	 
	Flood - Annual Aggregate

	 
	 
	 
	 
	 
	 
	 
	5,000,000
	

	 
	Locations Outside 100 Year Flood Plain 

	 
	 
	 
	 
	 
	 
	 
	15,000,000
	

	 
	Leasehold Interest

	 
	 
	 
	 
	 
	 
	 
	150,000,000
	

	 
	Named Storm

	 
	 
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Newly Acquired/ Constructed Property

	 
	 
	 
	 
	 
	 
	 
	5,000,000
	

	 
	Demolition & Cost of Construction 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	DEDUCTIBLE

	 
	 
	 
	 
	 
	 
	 
	50,000
	

	 
	Each Loss

	 
	 
	 
	 
	 
	 
	 
	100,000
	

	 
	Due to Flood

	 
	 
	 
	 
	 
	 
	 
	50,000
	

	 
	Due to Earth Movement

	 
	 
	 
	 
	 
	 
	 
	24 Hours
	

	 
	Business Interruption

	 
	 
	 
	 
	 
	 
	 
	180 Days
	

	 
	Extended Period of Indemnity

	 
	 
	 
	 
	 
	 
	 
	24 Hours
	

	 
	Service Interruption

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 





21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, Inc.






10











































































21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	Umbrella
	8/1/2014
	UMB4647099
	Great 
	Sterling & Sterling
	 
	 
	25,000,000
	

	 
	General Aggregate

	 
	 
	 
	American
	 
	 
	 
	 
	 
	 

	Policy Code:
	23020
	 
	 
	 
	 
	 
	10,000
	

	 
	SIR

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Part of National Retail Safety Association
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Umbrella -
	8/1/2014
	NY13EXC734791IV
	 
	NavigatorsSterling & Sterling
	 
	25,000,000
	

	 
	XS $25,000,000

	Excess 1st
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code:
	23022
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Part of National Retail Safety Association
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Umbrella -
	8/1/2014
	015374932
	Lexington
	Sterling & Sterling
	 
	25,000,000
	

	 
	XS $50,000,000

	Excess 2nd
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code:
	23023
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Part of National Retail Safety Association
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Umbrella -
	8/1/2014
	ECO-1455087235
	Ohio Casualty
	Sterling & Sterling
	 
	25,000,000
	

	 
	XS $75,000,000

	Excess 3rd
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Policy Code:
	23024
	 
	 
	 
	 
	 
	 
	 
	 

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Part of National Retail Safety Association
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, Inc.






11



21753392v1



	
											
	 
	 
	 
	 
	 
	 
	 
	 
	 
	20-Feb-14

	SCHEDULE OF INSURANCE

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CLIENT NAME: AEROPOSTALE
	 
	 
	 
	 
	 
	 

	Type of Ins.
	Exp. Date
	Policy No.
	Insurance Co
	Broker
	 
	 
	Limits
	Ded
	Coverage/Deductible

	WC - AOS
	8/1/2014
	TC2JUB-
	Travelers
	NIA / MARSH
	 
	 
	1,000,000
	

	 
	Bodily Injury by Accident, Each Accident

	 
	 
	2922B865-13
	 
	 
	 
	 
	1,000,000
	

	 
	Bodily Injury by Disease, Policy Limit

	Policy Code:
	22985
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Bodily Injury by Disease , Each Employee

	Comment
	POLICY
	 
	 
	 
	 
	 
	250,000
	

	 
	Retention - Each Accident - Each Employee

	 
	 
	 
	 
	 
	 
	 
	Collateral Agreement LDF:

	 
	 
	 
	 
	 
	 
	 
	 
	 
	2/1/15 = 1.544; 2/1/16 = 1.250; 2/1/17 = 1.140;

	 
	 
	 
	 
	 
	 
	 
	 
	2/1/18 = 1.094; 2/1/19 = 1.067; 2/1/20 = 1.050;

	 
	 
	 
	 
	 
	 
	 
	 
	 
	2/1/21 = 1.00

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	WC - AZ, MA,
	8/1/2014
	TRKUB-2922B89-
	Travelers
	NIA / MARSH
	 
	 
	1,000,000
	

	 
	Bodily Injury by Accident, Each Accident

	OR, WI
	 
	0-13
	 
	 
	 
	 
	1,000,000
	

	 
	Bodily Injury by Disease, Policy Limit

	Policy Code:
	22986
	 
	 
	 
	 
	 
	1,000,000
	

	 
	Bodily Injury by Disease , Each Employee

	Comment
	Policy
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 

	This schedule is only a summary. For exact coverage and exclusions
	 
	 
	 
	 
	 

	your individual policies must be referred to.
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	Prepared by UIC, Inc.




12

21753392v1



Exhibit 4-10 to
The Third Amended and Restated
Loan and Security Agreement


Capital Leases
None.





21715922v2                                     





Exhibit 4-13 to
The Third Amended and Restated
Loan and Security Agreement


Taxes
None.



21715922v2                                     





Exhibit 4-17 to
The Third Amended and Restated
Loan and Security Agreement


Litigation 
None.



21715922v2                                     





Exhibit 4-22 to
The Third Amended and Restated
Loan and Security Agreement


Permitted Management Fees and other Affiliated Transactions
(See Attached).



21715922v2                                     





	
											
	Permitted Management Fees and other Affliliated Transactions

	 
	Aeropostale, Inc. ("Aero Inc.")
	Aeropostale West, Inc. ("Aero-West")
	Aeropostale Canada, Inc. ("Aero-Canada")
	Aero GC Mgmnt LLC ("GC Mgmt")
	P.S. from Aeropostale, Inc. ("PS")
	Aeropostale Puerto Rico, Inc. (Aero-PR")
	PS stores Puerto Rico
	Aeropostale Licensing, Inc. ("Licensing")
	Aeropostale Procurement Co., Inc. ("Procure-Co")
	GoJane, LLC

	Management Fee paid by Aero-West to Aero Inc. for services performed
	Asset
	Liab
	 
	 
	 
	 
	 
	 
	 
	 

	Interest Expense paid by Aero Inc. to Aero-West on interco balances
	Liab
	Asset
	 
	 
	 
	 
	 
	 
	 
	 

	Management Fee paid by Aero-Canada to Aero Inc. for services performed
	Asset
	 
	Liab
	 
	 
	 
	 
	 
	 
	 

	Management Fee paid by Aero-Canada to Procure-Co for services performed
	 
	 
	Liab
	 
	 
	 
	 
	 
	Asset
	 

	Royalty paid by Aero-Canada to Procure-Co for trademark use
	 
	 
	Liab
	 
	 
	 
	 
	 
	Asset
	 

	Interest Expense paid by Aero-Canada to Aero Inc. on interco balances if any
	Asset
	 
	Liab
	 
	 
	 
	 
	 
	 
	 

	Interest Expense paid by Aero-Canada to Procure-Co on interco balances if any
	 
	 
	Liab
	 
	 
	 
	 
	 
	Asset
	 

	Management Fee paid by GC Mgmt to Aero Inc. for services performed
	Asset
	 
	 
	Liab
	 
	 
	 
	 
	 
	 

	Sales Commission paid by GC Mgmt to Aero Inc. for sales of gift cards at store level
	Asset
	 
	 
	Liab
	 
	 
	 
	 
	 
	 

	Redemption Fee paid by Aero Inc. to GC Mgmt for providing gift card services
	Liab
	 
	 
	Asset
	 
	 
	 
	 
	 
	 

	Interest expense paid by Aero Inc. to GC Mgmt on interco balances if any
	Liab
	 
	 
	Asset
	 
	 
	 
	 
	 
	 

	Management Fee paid by PS to Aero Inc. for services performed
	Asset
	 
	 
	 
	Liab
	 
	 
	 
	 
	 

	Interest Expense paid by PS to Aero Inc. on interco balances if any
	Asset
	 
	 
	 
	Liab
	 
	 
	 
	 
	 

	Management Fee paid by Aero-PR to Aero Inc. for services performed
	Asset
	 
	 
	 
	 
	Liab
	Liab
	 
	 
	 

	Management Fee paid by Licensing to Aero Inc. for services performed
	Asset
	 
	 
	 
	 
	 
	 
	Liab
	 
	 







	
											
	Interest Expense paid by Licensing to Aero Inc. on interco balances if any
	Asset
	 
	 
	 
	 
	 
	 
	Liab
	 
	 

	Management Fee paid by Procure-Co to Aero Inc. for services performed
	Asset
	 
	 
	 
	 
	 
	 
	 
	Liab
	 

	Sourcing Fee paid by Aero Inc. to Procure-Co for inventory purchases
	Liab
	 
	 
	 
	 
	 
	 
	 
	Asset
	 

	Sourcing Fee paid by Aero-West to Procure-Co for inventory purchases
	 
	Liab
	 
	 
	 
	 
	 
	 
	Asset
	 

	Sourcing Fee paid by PS to Procure-Co for inventory purchases
	 
	 
	 
	 
	Liab
	 
	 
	 
	Asset
	 

	Management Fee paid by GoJane to Aero Inc. for services performed
	Asset
	 
	 
	 
	 
	 
	 
	 
	 
	Liab









Exhibit 4-23 to
The Third Amended and Restated
Loan and Security Agreement


Excluded Assets
None.



21715922v2                                     





Exhibit 4-28 to
The Third Amended and Restated
Loan and Security Agreement


Collective Bargaining Agreements
None.        



21715922v2                                     





Exhibit 4-31 to
The Third Amended and Restated
Loan and Security Agreement


Material Contracts 
Amended and Restated E-Commerce Agreement between GSI Commerce Solutions, Inc. and Aeropostale, Inc. dated as of September 22, 2008, as amended 


Third Amended and Restated Loan and Security Agreement among Aeropostale, Inc., the Guarantors referenced therein, Bank of America, Inc., the Lenders referenced therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of September 22, 2011, as amended



21715922v2                                     





Exhibit 5-5 to
The Third Amended and Restated
Loan and Security Agreement


Form of Borrowing Base Certificate
(See attached).



21715922v2                                     





	
													
	AEROPOSTALE, INC.

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Borrowing Base Certificate

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	E-MAIL TO: Christopher Santos at Chistopher.Santos@baml.com
	Dated:
	 
	 
	 

	FAX TO:   (617) 434-4312
	Certificate No.:
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Borrowing Base (Revolving Credit)
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Inventory
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Stock Ledger Inventory at Cost as of:
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	PLUS: Acceptable In Transit Inventory
	 
	 
	 
	 
	 
	 
	 
	 

	LESS: Inventory Ineligibles
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Puerto Rico locations
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Adjustment locations
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Closed stores
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Damage reserve
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Shrink reserve
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	In transit reserve for estimate (5% of In Transit)
	 
	 
	—
	

	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	TOTAL INVENTORY INELIGIBLES
	 
	 
	—
	

	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Eligible Inventory, as of:
	 
	 
	 
	 
	 
	1/0/1900
	 
	—
	

	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Effective Inventory Advance Rate
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Appraised NOLV of Eligible Inventory
	 
	Advance Percentage
	 
	 
	 

	 
	 
	Jan
	___%
	 
	Jul
	___%
	 
	90%
	$
	—
	

	 

	 
	 
	Feb
	___%
	 
	Aug
	___%
	 
	 
	 
	 
	 

	 
	 
	Mar
	___%
	 
	Sep
	___%
	 
	 
	 
	 
	 

	 
	 
	Apr
	___%
	 
	Oct
	___%
	 
	 
	 
	 
	 

	 
	 
	May
	___%
	 
	Nov
	___%
	 
	 
	 
	 
	 

	 
	 
	Jun
	___%
	 
	Dec
	___%
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Inventory Availability
	 
	 
	 
	 
	 
	 
	$
	—
	

	(A)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Credit Card Receivables
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Credit Card Receivables
	 
	 
	 
	 
	 
	 
	 
	 
	 

	LESS Ineligibles:
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Amounts over 5 days
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Accrued fees
	 
	 
	 
	 
	 
	 
	 
	 

	Eligible Credit Card Receivables
	1/0/1900
	 
	 
	 
	 
	 
	 
	—
	

	 







	
													
	Advance Rate
	 
	 
	 
	 
	 
	 
	 
	 
	90.0
	%
	 

	Credit Card Availability
	 
	 
	 
	 
	 
	 
	 
	$
	—
	

	(B)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	LESS Reserves:
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Gift Certificates (50% of outstanding)
	 
	 
	 
	 
	 

	 
	 
	Landlord reserve (2 months rent PA, VA, WA) & past due rent
	 
	 
	 

	 
	 
	Self insurance reserve (1 month based on 12 months average)
	 
	 
	 

	 
	 
	Texas personal property taxes
	 
	 
	 
	 
	 
	 

	 
	 
	Texas sales tax
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	TOTAL RESERVES
	 
	 
	$
	—
	

	(C)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Gross Borrowing Base Availability (Revolving Credit) ($200MM Cap) (A+B+C)
	$
	—
	

	(D)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	Borrowing Base (FILO)
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Trade Name
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Appraised Value of Eligible Trade Names
	 
	 
	 
	 
	 
	 
	 
	 

	Advance Rate
	 
	 
	 
	 
	 
	 
	 
	 
	50.0
	%
	 

	Gross Borrowing Base Availability (FILO) ($30MM Cap)
	 
	 
	 
	$
	—
	

	(F)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	AVAILABILITY CALCULATION
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Borrowing Base (FILO) ($30MM Cap)
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	LESS:
	 
	 
	 
	FILO Balance Outstanding
	 
	—
	

	 

	Availability (FILO)
	 
	 
	 
	 
	 
	 
	 
	$
	—
	

	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Borrowing Base (Revolving Credit) ($200MM Cap)
	 
	 
	 
	 
	 
	—
	

	(D)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Beginning Principal Balance
	 
	 
	 
	 
	 
	 
	 
	—
	

	 

	 
	 
	 
	ADD:
	 
	 
	 
	Prior day's advance
	 
	—
	

	 

	 
	 
	 
	LESS:
	 
	 
	 
	Prior day's paydown
	 
	—
	

	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Ending principal balance
	 
	 
	 
	 
	 
	 
	 
	 
	—
	

	 

	 
	 
	 
	ADD:
	 
	 
	 
	Standby Letters of Credit
	 
	—
	

	 

	 
	 
	 
	ADD:
	 
	 
	 
	Documentary Letters of Credit
	—
	

	 

	 
	 
	 
	ADD:
	 
	 
	 
	Unreimbursed L/C Obligations
	 
	—
	

	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Total loan balance prior to request
	 
	 
	 
	 
	 
	 
	 
	—
	

	(E)

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Availability (Revolving Credit) prior to today's request (D-E)
	 
	 
	 
	 
	—
	

	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	ADVANCE REQUEST
	 
	 
	 
	 
	 
	 
	—
	

	 







	
													
	Availability (Revolving Credit) after today's request
	 
	 
	 
	 
	$
	—
	

	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	The undersigned, a Responsible Officer of Aeropostale, Inc. (the "Borrower"), represents and warrants that (a) the information set forth above has been prepared in accordance with the requirements of the Third Amended and Restated Loan and Security Agreement dated as of September 22, 2011 (as amended, restated, supplemented and otherwise in effect from time to time, the "Agreement") among the Borrower, the other Loan Parties, and Bank of America, N.A., as Agent for itself and certain other lenders; (b) no event or circumstance which could reasonably be expected to result in a Material Adverse Effect has occurred; (c) all or a portion of the advance requested hereby will be set aside by the Borrower to cover 100% of the Borrower’s obligations for sales tax on account of sales since the most recent borrowing under the Agreement; (d) the information set forth above is true and complete in all material respects as of the date hereof (other than those which are as of a specific date, in which case such representation was true and complete in all material respects as of such date, and other than those of which are qualified by materiality, in which case such representations are true and correct in all respects); and (e) no Suspension Event or Event of Default is presently in existence. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Loan Agreement. 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Responsible Officer:
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	Print Name:
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 









Exhibit 6-3 to
The Third Amended and Restated
Loan and Security Agreement


Bonds
None.



21715922v2                                     





Exhibit 7-1 to
The Third Amended and Restated
Loan and Security Agreement


DDAs
(See attached).



21715922v2                                     





	
			
	BANK ACCOUNT INFORMATION

	 
	 

	STORE
	 
	 

	 #
	BANK NAME
	ACCOUNT#

	10
	Mellon Bank
	XXX-XXX-6816

	11
	Citizens Bank
	XXXXXX-838-0

	12
	Valley National Bank
	XXXX3068

	19
	Bank of America
	XXXXXX7090

	20
	Capital One
	XXXXXX5192

	22
	JP Morgan Chase
	XXXXXX3253

	23
	PNC Bank  NJ
	XXXXXX7511

	25
	JP Morgan Chase
	XXXXXXXXXX5027

	27
	Key Bank National Assoc.
	XXXXXX6613

	28
	Wachovia
	XXXXXXXXX3216

	29
	Chase Bank
	XXX-XXX5515

	30
	JP Morgan Chase
	XXXXXX7917

	31
	Bank of America
	XXXXXXXXX1722

	32
	Bank One
	XXXXXX4164

	34
	M  & T Bank
	XXXX3836

	35
	Citizens Bank
	XXXXXX-585-8

	36
	BB & T Bank
	XXXXXXXXX6122

	37
	TD Banknorth
	XXXXXX4826

	38
	Wells Fargo Bank
	XXXXXX9895

	41
	Citizens Bank
	XXXXXX2832

	43
	M & T Bank
	XXXXXX0324

	46
	Wachovia
	XXXXXXXXX3216

	48
	PNC
	XXXXXX5115

	49
	PNC
	XXXXXX7375

	50
	Salem  Five Bank
	XXXXXX1621

	51
	Bank of America
	XXXXXXXX0234

	52
	JP Morgan Chase
	XXX-XXXX682-4

	54
	Citibank, N.A.
	XXXXXX6009

	56
	Washington Federal Savings Bank
	XXXXXX3435

	57
	 Canandaigua National
	XXXXXX2201

	58
	Bank of America
	XXXXXX4524

	59
	M & T Bank
	XXXX5537

	60
	Citizens Bank
	XXXXXX7347

	62
	Key Bank
	XXXXX1172

	63
	Bank of America
	XXXXXX4537

	65
	Bank of America
	XXXXXX7100

	66
	TD
	XXXXXX2879

	67
	Capital One
	XXXXXX9283

	68
	Valley Naitonal Bank
	XXXX0880

	70
	Bank of America
	XXXXXX4540

	71
	Bank of America
	XXXXXXXX2165





21715922v2                                     





	
			
	73
	Wachovia
	XXXXXXXXX3216

	75
	Wachovia
	XXXXXXXXX3216

	77
	First Tennessee Bank
	XXXXX7707

	78
	Pennstar Bank
	XXXXX9514

	79
	Capital One
	XXXXXX0173

	81
	First Union National Bank
	XXXXXXXXX5435

	84
	Wachovia
	XXXXXXXXX3216

	85
	Huntington National Bank
	XXXXXXX2032

	86
	Bank of America
	XXXXXXXX3570

	87
	Key Bank
	XXXXXXXX1130

	88
	Bank of America
	XXXX-XXXX-2390

	89
	First Niagara
	XXX-XXX91-0

	90
	TD Bank
	XXXXX6266

	91
	M&T Bank
	XXXX2521

	92
	PNC Bank
	XX-XXXX-8146

	93
	JP Morgan Chase
	XXXXX3591

	99
	JP Morgan Chase
	XXXXXX5897

	100
	JP Morgan Chase
	XXXXX0175

	102
	Sovereign
	XXXXXX1160

	103
	Huntington National Bank
	XXXXXXX5443

	104
	Bank of America
	XXXXXX7113

	105
	First Niagara
	XXXXXX2961

	106
	Bank of America
	XXXXXX4553

	108
	Bank of America
	XXXXXXXX5398

	109
	Key Bank
	XXXXX7792

	110
	Capital One
	XXXXXX0096

	111
	Bank of America
	XXXXXXXX2097

	112
	TD Bank
	XXXXXX2314

	113
	Bank of America
	XXXXXXXX2071

	114
	Huntington National Bank
	XXXXXXX4689

	115
	Key Bank
	XXXXXXXX8428

	116
	Key Bank
	XXXXXXXX0346

	117
	Wachovia
	XXXXXXXXX3216

	118
	Citibank, N.A.
	XXXX1835

	120
	M&T
	XXXXXX5464

	121
	Wells Fargo Bank
	XXXXXX0342

	123
	JP Morgan Chase
	XXXXX9656

	124
	First Tennessee
	XXXXX2250

	127
	Wachovia
	XXXXXXXXX3216

	128
	First Union
	XXXXXXXXX4274

	129
	PNC Bank
	XXXXXX2634

	130
	Bank of America
	XXXXXX4579

	131
	Wachovia
	XXXXXXXXX3216

	132
	HSBC as of 8/14/00
	XXXXX5930

	133
	US Bank
	XXXXXXXX9687





21715922v2                                     





	
			
	134
	PNC Bank
	XXXXXX5846

	135
	TD Bank
	XXXXXX1397

	136
	Chase Bank
	XXXXXX5956

	137
	Bank of America
	XXXXXX4582

	138
	Bank of America
	XXXXXX7126

	139
	First Niagara
	XXX-XXX50-0

	140
	M&T
	XXXXXX8626

	141
	Bank of America
	XXXXXX7139

	142
	First American Bank
	XXXXXXX6101

	143
	First American Bank
	XXXXXXX4502

	144
	TD
	XXXXXX0551

	145
	Wachovia
	XXXXXXXXX3216

	146
	JP Morgan Chase
	XXXXXXXX6344

	147
	JP Morgan Chase
	XXXXXXXXX1558

	148
	Wachovia
	XXXXXXXXX3216

	149
	Northwest Savings Bank
	XXXXXX8982

	150
	Bank of America
	XXXXXX4595

	151
	Bristol County Savings
	XXXX2892

	152
	PNC Bank
	XX-XXXX-7052

	153
	Bank of America
	XXXXXXX3583

	154
	Bank of America
	XXXXXXXX9960

	157
	JPMorgan Chase Bank
	XXXXXXXX2782

	158
	M & T Bank
	XXXX7171

	159
	JP Morgan Chase
	XXXXX4919

	160
	Bank of America
	XXXXXXX3596

	162
	Suntrust Bank
	XXXXXXXXX3668

	164
	BB&T
	XXXXXX2814

	166
	JP Morgan Chase
	XXXXX9761

	167
	First Niagara
	XXXXXX6620

	169
	M&T
	XXXXX2624

	171
	Dollar Bank
	XXXXXX3739

	172
	M&T Bank
	XXXX-7342

	173
	CLOSED
	 

	174
	Chase Bank
	XXX-XXX8161

	175
	Lafayette Bank and Trust
	XXXXXX7729

	176
	TD Banknorth
	XXX-XXX8312

	177
	Tompkins Trust Company
	XXXXXX7378

	178
	Citizens Bank
	XXXXXX0078

	183
	Bank of America
	XXXXXX3567

	184
	JP Morgan Chase
	XXX-XXXX401-5

	185
	Capital One
	XXXXXX1082

	186
	M&T Bank
	XXXXXX1852

	188
	Suntrust
	XXXXXXXXX2833

	189
	Comerica
	XXXXXX2356

	190
	Key Bank
	XXXXXXXX1379





21715922v2                                     





	
			
	191
	Wachovia
	XXXXXXXXX3216

	192
	Bank of America
	XXXXXXXX9569

	193
	Wachovia
	XXXXXXXXX3216

	194
	Citizens Bank
	XXXXXX9286

	195
	Bank of America
	XXXXXX4618

	196
	Capital One
	XXXXXX1941

	197
	Wachovia
	XXXXXXXXX3216

	198
	JP Morgan Chase
	XXXXX2627

	200
	TD Bank
	XXXXX3547

	201
	PNC
	XXXXXX5891

	202
	Bank of America
	XXXXXXXX2107

	203
	B B & T Bank
	XXXXXX1772

	204
	US
	XXXXXXXX8095

	205
	PNC
	XXXXXX3856

	206
	Wachovia Bank
	XXXXXXXXX3216

	207
	Chemical
	XXXX3208

	208
	Citizens Bank
	XXXX5132

	209
	Bank of America
	XXXXXX4621

	213
	Key Bank
	XXXX-XX-XX0592

	214
	Key Bank
	XXXXXXXX6717

	215
	PNC Bank
	XXXXXX5131

	216
	Bank Champaign
	XXX0327

	218
	Chase Bank
	XXXXX0265

	219
	JP Morgan Chase
	XXXXX7890

	220
	Old National Bank
	XXXXX8151

	221
	Old National Bank
	XXXXX5829

	222
	TD Bank North
	XXXXXX9043

	223
	Wachovia Bank
	XXXXXXXXX3216

	224
	Bank of America
	XXXXXX4634

	225
	Regions
	XXXXXX4237

	226
	Comerica Bank
	XXXXXX2356

	227
	Huntington National Bank
	XXXXXXX9046

	228
	PNC Bank
	XXXXXX7025

	229
	Bank of America
	XXXXXX4647

	230
	First Tennessee
	XXXXX7093

	231
	Bank of America
	XXXXXXXX2123

	232
	Herkimer County Trust
	XXXX-X2624

	233
	Exchange Bank of Alabama
	XXXX8345

	234
	Wachovia
	XXXXXXXXX3216

	235
	Regions
	XXXXXX8065

	236
	Bank of America
	XXXXXX4650

	237
	Huntington National Bank
	XXXXXXX6476

	238
	First Financial Bank
	XXX1940

	239
	Regions
	XXXXXX8902

	240
	Wachovia
	XXXXXXXXX3216





21715922v2                                     





	
			
	241
	Huntington National Bank
	XXXXXX5460

	242
	United National Bank
	XXXX5864

	243
	Bank of America
	XXXXXX0367

	244
	TCF
	XXXXXX4002

	245
	Commerce Bank-WEST
	XXXXX0911

	246
	JP Morgan Chase
	XXXXX3300

	247
	Chemical Bank
	XXX4431

	248
	Trustco Bank
	XXXX4510

	249
	Wells Fargo
	XXXXXX0565

	250
	Wells Fargo
	XXXXXX8193

	251
	Fifth Third Bank
	XXXXXX0280

	252
	Bank of America
	XXXXXX4663

	253
	Montgomery First National Bank
	XXXX9773

	254
	Bank of America
	XXXXXX4676

	255
	Harris Bank St. Charles
	XXXXXX7695

	256
	Sovereign
	XXXXXXX7667

	257
	PNC Bank
	XXXXXX1237

	258
	Capital One
	XXXXXX4530

	259
	Bank of America
	XXXXXX4689

	260
	Chemung Canal
	XXXXX9744

	261
	BB&T
	XXXXXX9386

	262
	Wachovia
	XXXXXXXXX3216

	263
	Capital City Bank
	XXXXXX9901

	264
	Bank of America
	XXXXXX4692

	265
	US
	XXXXXXXX8391

	266
	—
	XXXXXXXXX0106

	267
	Mellon Bank
	XXX-XXX-6816

	268
	Regions
	XXXXXX1908

	269
	Bank of America
	XXXXXX0195

	270
	REGIONS BANK/Planters Bank
	XXXXXX9726

	271
	Liberty Federal Savings
	XXXX0165

	272
	Regions Bank
	XXXXXX1458

	273
	BB&T
	XXXXXXXXX0094

	274
	PNC
	XXXXXX9728

	275
	Commerce
	XXXXX3964

	276
	Riggs National Bank
	XXXX9610

	277
	Bank of America
	XXXXXX4715

	278
	Bank of America
	XXXXXXXX1378

	279
	Bank of America
	XXXXXX9160

	280
	First Citizen's Bank
	XXXXXX3513

	281
	Dubuque Bank and Trust
	XX6514

	282
	Wachovia
	XXXXXXXXX3216

	283
	Wachovia
	XXXXXXXXX3216

	284
	Conway National
	XXXXXXXX8301

	285
	PNC Bank
	XXXXXX7786





21715922v2                                     





	
			
	286
	Key Bank
	XXXXXXXX1116

	287
	Sovereign Bank
	XXXXXXX7531

	288
	Fifth Third Bank
	XXXXXX0280

	289
	Comerica Bank
	XXXXXX2356

	290
	First Citizens Bank
	XXXXXX8818

	291
	Wachovia Bank
	XXXXXXXXX3216

	292
	First Westroads Bank
	XX8813

	293
	Chase Bank
	XXXXX3835

	294
	Citizens Bank
	XXXXXX9274

	295
	Key Bank
	XXXXXXXXXXX3633

	296
	Key Bank
	XXXXXXXX8484

	297
	Comerica Bank
	XXXXXX2356

	298
	Key Bank
	XXXXXXXX3000

	299
	Capital One
	XXXXXX5107

	300
	US
	XXXXXXXX7963

	301
	Wachovia
	XXXXXXXXX3216

	302
	Community Bank and Trust
	XXXX0412

	303
	TCF National Bank
	XXXXXX9511

	304
	Bangor Savings Bank
	XXXXXX5113

	305
	Chemung Canal Trust Co.
	XXXXX5979

	306
	US Bank
	XXXXXXXX8316

	307
	Huntington National Bank
	XXXXXXX6170

	308
	US Bank
	XXXXXXXX9794

	309
	Firstmerit Bank, N.A.
	XXXXXXXXXXXX1506

	310
	First Citizens Bank
	XXXXXXXX5791

	311
	Core First Bank and Trust
	XXX0715

	312
	Key Bank
	XXXXXXXX3243

	313
	Bank North, N.A.
	XXXXX4427

	314
	US Bank
	XXXXXXXX9802

	315
	Associated Bank
	XXXXXX4519

	316
	Wachovia
	XXXXXXXXX3216

	317
	United National Bank
	XXXXXX9799

	318
	US Bank
	XXXXXXXX9828

	319
	Town & Country Bank
	XXX3614

	330
	US Bank
	XXXXXXXX9695

	331
	Bank of America
	XXXXXX4731

	332
	Bank of America
	XXXXXXXX2136

	333
	Huntington National Bank
	XXXXXXX8206

	334
	Citizens National Bank
	XX2296

	335
	PNC Bank
	XXXXXX7409

	336
	First Commonwealth
	XXXXXX5579

	337
	Sovereign Bank
	XXXXX8298

	338
	PNC Bank
	XXXXXX8681

	339
	Bank of America
	XXXXXX4744

	340
	US Bank
	XXXXXXXX9810





21715922v2                                     





	
			
	341
	Fifth Third Bank
	XXXXXX0280

	342
	Susquehanna
	XXXXXX5201

	343
	Wachovia Bank
	XXXXXXXX3216

	344
	Banknorth Massachusetts
	XXXXXX5360

	345
	US Bank
	XXXXXXXX9760

	346
	PNC Bank
	XXXXXX8938

	347
	Wayne Bank
	XXXX8627

	348
	Bank of America
	XXXXXX4757

	349
	Sovereign Bank
	XXXXXX6156

	350
	First National Bank
	XXXXX1139

	351
	Wells Fargo Bank
	XXXXXX6350

	352
	Bank of New Hampshire
	XXXXXX4985

	353
	First Midwest Bank, N.A.
	XXXXXX4344

	354
	Wells fargo Bank
	XXXXX8895

	355
	KeyBank
	XXXXXXXX2131

	356
	BB&T
	XXXXXX2575

	357
	Nextier Bank
	XXX7637

	358
	Wells Fargo
	XXXXX3346

	359
	Peoples United
	XXXXX4014

	360
	Ameriserv
	XXXX9039

	361
	First American Bank
	XXXXXXX4101

	362
	Bank of America
	XXXXXX4760

	363
	Wachovia
	XXXXXXXXX3216

	364
	Associated Bank
	XXXXXX9213

	365
	Key Bank National Association
	XXXXXXXX0896

	366
	M & I Bank
	XXXXXX1503

	367
	JP Morgan Chase
	XXXXXXXX0876

	368
	M & T Trust Company
	XXXXXX0138

	369
	US Bank
	XXXXXXXX9703

	370
	TD  Bank
	XXXXXX5649

	371
	Comminity Bank N.A.
	XXXXXX3411

	372
	Community Bank N.A.
	XXXXXX8731

	373
	Fifth Third Bank
	XXXXXX0280

	374
	First National Bank
	XX4043

	375
	TD Bank
	XXXXX3224

	376
	Commerce Bank-WEST
	XXXXX6794

	377
	BB&T
	XXXXXX6663

	378
	Peoples United
	XXXXX8133

	379
	Bank of America
	XXXXXX4773

	380
	US Bank
	XXXXXXXX9786

	381
	Ameriserv Financial
	XXXX3238

	382
	Regions Bank
	XXXXXX9427

	383
	TrustCo Bank
	XXXX6850

	384
	US Bank
	XXXXXXXX9778

	385
	Regions Bank
	XXXXXX6627





21715922v2                                     





	
			
	386
	Key Bank
	XXXXXXXX1547

	387
	BB &T Bank
	XXXXXX3341

	388
	US Bank
	XXXXXXXX9711

	389
	First Tennessee Bank
	XXXXX6678

	390
	Wachovia Bank
	XXXXXXXXX3216

	391
	PNC Bank
	XXXXXX9284

	392
	Wells Fargo Bank
	XXXXXX5172

	393
	Wells Fargo Bank
	XXXXXX8628

	394
	Fifth Third Bank
	XXXXXX0280

	395
	TD Banknorth
	XXXXXX0074

	396
	JP Morgan Chase
	XXXXX3348

	397
	Chase
	XXXXX9489

	398
	Bank of America
	XXXXXX3594

	399
	Bank of America
	XXXXXX4786

	439
	Frost
	XXXXX0014

	440
	Hills Bank & Trust
	XXX2108

	441
	Athens First Bank & Trust Company
	XXXXXX9382

	442
	Chase Bank
	XXXXXX6591

	443
	UMB Bank
	XXXXXX3909

	444
	BancorpSouth
	XXXXXX2646

	445
	Regions Bank
	XXXXXX6485

	446
	Comerica Bank
	XXXXXX2356

	447
	Comerica
	XXXXXX2356

	448
	UMB Bank
	XXXXXX3299

	449
	First American Bank
	XXXXXXX9411

	450
	Wells Fargo
	XXXXXX9697

	451
	Regions Bank
	XXXXXX9632

	452
	Bank of America
	XXXXXX7142

	453
	Bank of America
	XXXXXX4809

	454
	Huntington Bank
	XXXXXXX9982

	455
	Webster Bank
	XXXXXXX9681

	456
	Bank of America
	XXXXXX2060

	457
	Huntington Bank
	XXXXXXX4584

	458
	PNC Bank
	XXXXXX5122

	459
	Citizens Union Bank
	XXX0000

	460
	Bank Mutual
	XXXXXX0417

	461
	US Bank
	XXXXXXXX9729

	462
	PNC Bank
	XXXXXX1243

	463
	Fall River Five Bank
	XXXXX0307

	464
	Chemical Bank
	XXXXXX3303

	465
	Comerica Bank
	XXXXXX2356

	466
	Southern Michigan Bank & Trust
	XXXXX6634

	467
	Regions
	XXXXXX7171

	468
	Banknorth
	XXXXXX8475

	469
	US Bank
	XXXXXXXX9752





21715922v2                                     





	
			
	470
	First Tennessee Bank
	XXXXX8628

	471
	Frost Bank
	XXXXX6866

	472
	Frost National Bank
	XXXXX8907

	473
	Bank of America
	XXXXXX4812

	474
	Associated Bank
	XXXXXX5150

	475
	Bank of America
	XXXXXXXX9192

	476
	Bank of America
	XXXXXX4825

	477
	Bank of America
	XXXXXX2044

	478
	ColeTaylor Bank
	XXXXX7597

	479
	Chase
	XXXXX1313

	480
	Union Federal Bank
	XXXXX5365

	481
	Bank of America
	XXXXXXXX2361

	482
	Wachovia
	XXXXXXXXX3216

	483
	Wachovia
	XXXXXXXXX3216

	484
	Wachovia
	XXXXXXXXX3216

	485
	Legacy Bank of Texas
	XXX3625

	486
	PNC Bank
	XXXXXX0287

	487
	Wachovia
	XXXXXXXXX3216

	488
	Comerica Bank
	XXXXXX2356

	489
	US Bank
	XXXXXXXX9737

	490
	PNC Bank
	XXXXXX6213

	491
	PNC Bank
	XXXXXX0247

	492
	Frost Bank
	XXXXX3239

	493
	The Bank of Delmarva
	XXX0810

	494
	Suntrust Bank
	XXXXXXXXX8002

	505
	Citizens National Bank
	XX3546

	506
	Citizen's Bank
	XXXXXX8195

	507
	PNC Bank
	XXXXXX5504

	508
	Wachovia
	XXXXXXXXX3216

	509
	JP Morgan Chase
	XXXXX3972

	510
	Fifth Third Bank
	XXXXXX0280

	511
	PNC Bank
	XXXXXX4912

	512
	M & T Bank
	XXXXXX0027

	513
	Queenstown Bank of MD
	XXXXX4601

	514
	Sun Trust Bank
	XXXXXXXXX6145

	515
	Bank of America
	XXXXXXXX1515

	516
	Harris Bank Huntley
	XXXXXX2764

	517
	BB&T
	XXXXXX8814

	518
	Fifth Third Bank
	XXXXXX0280

	519
	M & T Bank
	XXXXXX6485

	520
	Suntrust Bank
	XXXXXXXXX4262

	521
	Bank of America
	XXXXXXXX0098

	522
	M & I Bank
	XXXX9987

	523
	JP Morgan Chase
	XXXXX3731

	524
	Capital One
	XXXXXX5565





21715922v2                                     





	
			
	525
	Kirkwood Bank & Trust
	XXXX1101

	526
	Frost Bank
	XXXXX8362

	527
	Wachovia
	XXXXXXXXX3216

	528
	Suntrust Bank
	XXXXXXXXX7124

	529
	JP Morgan Chase
	XXXXX4317

	530
	Boone County National
	XXX5997

	531
	Regions Bank
	XXXXXX6237

	532
	First Sentry
	XXX2063

	533
	Bank of America
	XXXXXXXX9231

	534
	US Bank
	XXXXXXXX9653

	535
	Key Bank
	XXXXXXXX6252

	536
	Towne Bank
	XXXXXX9631

	537
	UMB
	XXXXXX2697

	538
	Bank of America
	XXXXXXXX9244

	539
	US Bank
	XXXXXXXX9646

	540
	Bank of America
	XXXXXXXX9477

	541
	Columbia Bank
	XXXXXX3020

	542
	Wells Fargo Bank
	XXXXXX0703

	543
	Bank of America
	XXXXXXXX9642

	544
	Associated Bank
	XXXXXX4708

	545
	Suntrust Bank
	XXXXXXXXX5923

	546
	Chase
	XXXXX1085

	547
	Frandsen & Trust
	XXXX6753

	548
	Huntington National Bank
	XXXXXXX8064

	549
	BMO Harris
	XXXXXX8152

	550
	Bank of America
	XXXXXXXX1528

	551
	Chemical Bank
	XXXXXX2507

	552
	Wachovia
	XXXXXXXXX3216

	553
	Wachovia
	XXXXXXXXX3216

	554
	Wells Fargo Bank
	XXXXXX0995

	555
	Bank of America
	XXXXXXXX9257

	556
	US Bank
	XXXXXXXX9836

	557
	IBC Bank
	XXXXXX0177

	558
	Bank of America
	XXXXXXXX9532

	559
	Regions Bank
	XXXXXX2089

	560
	Bank of America
	XXXXXXXX9639

	561
	SunTrust  Bank
	XXXXXXXXX8684

	562
	Wells Fargo Bank
	XXXXXX6443

	563
	Chase Bank
	XXXXX5149

	564
	Wells Fargo Bank
	XXXXXX0317

	565
	I B C Bank
	XXXX3801

	566
	Wells Fargo Bank
	XXXXXX9217

	567
	Wells Fargo Bank
	XXXXXX8455

	568
	Wells Fargo Bank
	XXXXXX3571

	569
	Bank of America
	XXXXXXXX9545





21715922v2                                     





	
			
	570
	Bank of America
	XXXXXXXX0140

	571
	Northwest Savings Bank
	XXXXXX9268

	572
	Bank of America
	XXXXXX7711

	573
	Wachovia
	XXXXXXXXX3216

	574
	Wachovia
	XXXXXXXXX3216

	575
	Bank of America
	XXXXXX9697

	576
	Bank of America
	XXXXXX9671

	577
	SouthBank
	XXXXXX0266

	578
	M&T
	XXXXXX7079

	579
	Citizens National Bank
	XXX9752

	580
	Bank of America
	XXXXXX9684

	581
	Bank of America
	XXXXXX9888

	582
	Regions Bank
	XXXXXX7611

	583
	PNC
	XXXXXX3336

	584
	IBC Bank
	XXXXXX3124

	585
	Wells Fargo Bank
	XXXXXX8828

	586
	Wells Fargo Bank
	XXXXXX0096

	587
	Plains Capital Bank
	XXXXXX0640

	588
	BBVA Compass
	XXXXXX3012

	589
	IBC Bank
	XXXXXX6480

	590
	Huntington Bank
	XXXXXXX7837

	591
	Bank of America
	XXXXXX7643

	592
	US Bank
	XXXXXXXX9661

	593
	First Tennessee
	XXXXX2090

	594
	Suntrust Bank
	XXXXXXXXX8008

	595
	Bank of America
	XXXXXXXX7708

	596
	MidSouth Bank
	XXX9774

	597
	Wachovia
	XXXXXXXXX3216

	598
	US Bank
	XXXXXXXX9844

	599
	Regions Bank
	XXXXXX3239

	600
	Wells Fargo Bank
	XXXXXX2471

	601
	Regions
	XXXXXX4609

	602
	Trust Mark
	XXXXXX2528

	603
	Bank of America
	XXXXXX7795

	604
	Union State Bank
	XXXXX1105

	605
	Bank of America
	XXXXXX7850

	606
	Bank of America
	XXXXXX7724

	607
	Bank of America
	XXXXXX7847

	608
	Suntrust Bank
	XXX-XXXXXX0183

	609
	Peoples United
	XXXXX8880

	611
	Wachovia Bank
	XXXXXXXXX3216

	612
	Bank of America
	XXXXXX8257

	613
	County Bank
	XX9975

	614
	Wachovia
	XXXXXXXXX3216

	615
	Wachovia Bank
	XXXXXXXXX3216





21715922v2                                     





	
			
	616
	Premier Bank
	XX1743

	617
	Bank of America
	XXXXXXXX6027

	618
	Wachovia Bank
	XXXXXXXXX3216

	619
	BB & T Bank
	XXXXXXXXX0320

	620
	Compass Bank
	XXXX2706

	621
	Bank of America
	XXXXXXXX6030

	622
	Wells Fargo Bank
	XXXXXX0857

	623
	Bank of America
	XXXXXXXX6043

	624
	Bank of America
	XXXXXXXX5989

	625
	First Citrus Bank
	XXXX5201

	626
	Amarrillo National
	XXX4957

	627
	Bank of America
	XXXXXXXX6072

	628
	Bank of America
	XXXXXXXX6085

	629
	Bank of America
	XXXXXXXX6098

	630
	Capital One
	XXXXXX0217

	631
	JP Morgan Chase
	XXXXX0409

	632
	Wells Fargo Bank
	XXXXXX5359

	633
	Bank of America
	XXXXXXXX6137

	634
	Hancock Bank
	XXX8837

	635
	Capital One
	XXXXXX3535

	636
	PNC Bank
	XXXXXX0828

	637
	Tri Counties Bank
	XXXXX6746

	638
	Bank of America
	XXXXXXXX2773

	639
	Bank of America
	XXXXXX4838

	640
	TD Bank
	XXXXXX7697

	641
	US Bank
	XXXXXXXX9679

	642
	Wachovia Bank
	XXXXXXXXX3216

	643
	Chase
	XXXXX0571

	644
	Wells Fargo
	XXXXXX8406

	645
	First Commonwealth
	XXXXXX7053

	646
	Star Financial
	XXXX3978

	647
	First Bank of Colorado
	XXXXXX1323

	648
	Bank of America
	XXXXXXXX6289

	649
	Vantus
	XXXXXX1161

	650
	Bank of Oklahoma
	XXXXX0652

	651
	Premier Bank
	XXXXX1121

	652
	Chase
	XXXXX8851

	653
	PNC Bank
	XXXXXX4999

	654
	Wells Fargo Bank
	XXXXXX7884

	655
	Compass Bank
	XXXX3662

	656
	Regions Bank
	XXXXXX7846

	657
	Bank of America
	XXXXXXXX6111

	658
	Bank of America
	XXXXXXXX6140

	659
	Bank of America
	XXXXXX6839

	660
	Bank of America
	XXXXXX6195





21715922v2                                     





	
			
	661
	JP Morgan Chase
	XXXXX5898

	662
	Regions Bank
	XXXXXX2342

	663
	Bank of America
	XXXXXXXX3787

	664
	United Bank & Trust
	XXX9792

	665
	Bank of America
	XXXXXXXX6182

	667
	Bank of America
	XXXXXXXX7051

	668
	US Bank
	XXXXXXXX9851

	669
	Commerce
	XXXXX0400

	670
	JP Morgan Chase
	XXXXX3295

	671
	Regions
	XXXX0930

	672
	Citizens Bank & Trust
	XXX9053

	673
	Bank of America
	XXXXXXXX6292

	674
	Northwest Savings Bank
	XXXXXX8827

	675
	I B C Bank
	XXXXXX5699

	676
	Chase Bank
	XXXXX4257

	677
	Astoria Federal Savings Bank
	XXXXXX7899

	678
	Bank of America
	XXXXXX6965

	679
	Wachovia
	XXXXXXXXX3216

	680
	BB & T Bank
	XXXXXX0090

	681
	Bank of America
	XXXXXXXX3745

	682
	Bank of America
	XXXXXXXX6441

	683
	First National Bank
	XXX3593

	684
	Bank of America
	XXXXXXXX8719

	685
	Regions/ Union Planters same
	XXXXXX1071

	686
	Chase Bank
	XXXXX5468

	687
	US
	XXXXXXXX6627

	688
	Wells Fargo
	XXXXXX9349

	689
	Bancorp South
	XXXX2781

	690
	M & T Bank
	XXXXXX1658

	691
	Bank of America
	XXXXXXXX3651

	692
	Bank of America
	XXXXXXXX3716

	693
	Arvest Bank
	XXXX2161

	694
	First National Bank of Colorado
	XXXXX1617

	695
	Wachovia
	XXXXXXXXX3216

	696
	BB & T Bank
	XXXXXX4581

	697
	I B C Bank
	XXXXXX6794

	698
	Bank of America
	XXXXXXXX3703

	699
	Bank of America
	XXXXXXXX3693

	700
	US Bank
	XXXXXXXX9869

	701
	JP Morgan Chase
	XXXXXXXX7365

	702
	Regions Bank
	XXXXXX8158

	703
	Bremer Bank
	XXXX6221

	704
	Peoples Bank
	XXXXXX4912

	705
	Bank of America
	XXXXXXXX3758

	706
	Bank of America
	XXXXXXXX3761





21715922v2                                     





	
			
	707
	First Bank of Tenneessee
	XXXXX5526

	708
	Bank of America
	XXXXXXXX3774

	709
	Susquehanna Bank
	XXXXXXX8611

	710
	Bank North
	XXXXXX0537

	711
	Bank of America
	XXXXXXXX3826

	712
	Liberty Bank
	XXXXX7209

	713
	Main Source Bank
	XXXXXX1126

	714
	Bank of America
	XXXXXXXX3813

	715
	Bank of America
	XXXXXXXX3839

	716
	Monroe Bank & Trust
	XXXXX3284

	717
	Bank of America
	XXXXXX3457

	718
	Capital One
	XXXXXX5890

	719
	Harris
	XXXXXX9395

	720
	Wrentham Cooperative Bank
	XXXX6470

	721
	Bank of America
	XXXXXX6596

	722
	Citizens Bank
	XXXXXX3674

	723
	Bank of America
	XXXXXX3444

	724
	JP Morgan Chase
	XXXXXX5382

	725
	Wachovia Bank
	XXXXXXXXX3216

	726
	Chase Bank
	XXXXX1107

	727
	Bank of America
	XXXXXX6664

	728
	IBC Bank
	XXXXXX9854

	729
	Bank of America
	XXXXXX6583

	730
	Wells Fargo Bank
	XXXXXX1640

	731
	Bank of America
	XXXXXX6648

	732
	Washington Federal
	XXXXXX0368

	733
	Capital One
	XXXXXX8054

	734
	Wachovia
	XXXXXXXXX3216

	735
	Bank of America
	XXXXXX6635

	736
	Wells Fargo Bank
	XXXXXX1624

	737
	IBC Bank
	XXXXXX6711

	738
	Columbus Bank & Trust
	XXXXXX7596

	739
	M & T Bank
	XXXXXX4164

	740
	PNC Bank
	XXXXXX2365

	741
	Bank of America
	XXXXXX6716

	742
	Wells Fargo
	XXXXXX0288

	743
	Wells Fargo Bank
	XXXXXX6134

	744
	Wells Fargo Bank
	XXXXXX4724

	745
	Wells Fargo Bank
	XXXXXX4740

	746
	Citibank
	XXXXX8483

	747
	Wells Fargo
	XXXXXX8398

	748
	Wells Fargo
	XXXXXX4805

	749
	Wachovia
	XXXXXXXXX3216

	750
	PNC Bank
	XXXXXX2151

	751
	Bank of America
	XXXXXXXX7095





21715922v2                                     





	
			
	752
	Wachovia Bank
	XXXXXXXXX3216

	753
	Wells Fargo Bank
	XXXXX6083

	754
	Bank of America
	XXXXXXXX2149

	755
	Bank of America
	XXXXXX6693

	756
	BB & T Bank
	XXXXXX7282

	757
	Farmers' State Bank
	XX4978

	758
	Wachovia Bank
	XXXXXXXXX3216

	759
	Bank of America
	XXXXXX6703

	760
	Wells Fargo Bank
	XXXXXX2028

	761
	Bank of America
	XXXXXX6143

	762
	PNC
	XXXXXX2886

	763
	United Bank
	XXXXXX4419

	764
	Bank of America
	XXXXXX6619

	765
	Regions
	XXXX7865

	766
	Bank of America
	XXXXXX6606

	767
	American Bank
	XXXX7630

	768
	Bank of America
	XXXXXX6130

	769
	Savanah Bank
	XX0236

	770
	Chase Bank
	XXXXX9154

	771
	Wells Fargo Bank
	XXXXXX4732

	772
	US Bank
	XXXXXXXX0469

	773
	IBC Bank
	XXXXXX6791

	774
	Bank of America
	XXXXXXXX4959

	775
	Bank of America
	XXXXXX6842

	776
	Chase Bank
	XXXXX1133

	777
	Bank of America
	XXXXXX6318

	778
	Wells Fargo Bank
	XXXXXX2036

	779
	American National Bank
	XXXXXX9901

	780
	Wells Fargo Bank
	XXXXXX2044

	781
	Bank of America
	XXXXXX4964

	782
	Key Bank
	XXXXXXXX7483

	783
	US Bank
	XXXXXXXX0477

	784
	Bancorp South
	XXXX7379

	785
	REGIONS BANK
	XXXXXX4580

	786
	United Community Bank
	XXXXXX9603

	787
	Bank of America
	XXXXXX0072

	788
	Bank of America
	XXXXXX6334

	789
	Bank of America
	XXXXXX0069

	790
	BankNorth, NA
	XXXXXX3937

	791
	Bank of America
	XXXXXX0357

	792
	Bank of America
	XXXXXX6729

	793
	Bank of America
	XXXXXX6871

	794
	Bank of America
	XXXXXX6910

	795
	Bank of America
	XXXXXX6855

	796
	Bank of America
	XXXXXXXX2359





21715922v2                                     





	
			
	797
	BB & T Bank
	XXXXXX3508

	798
	Texas Bank & Trust
	XX3825

	799
	CBBC Bank
	XXX3479

	800
	United Community Bank
	XXXXXX6916

	801
	IBC Bank
	XXXXXX3098

	802
	PNC Bank
	XXXXXX1912

	803
	Capital One
	XXXXXX7880

	804
	Harris Bank
	XXXXXX7924

	805
	Bank of America
	XXXXXX6305

	806
	Wells Fargo
	XXXXXX2186

	807
	IBC, Inc.
	XXXXXX7115

	808
	South Carolina Bank & Trust
	XXXXX2685

	809
	Regions
	XXXXXX5439

	810
	Chase Bank
	XXXXX3964

	811
	Bank of America
	XXXXXX6350

	812
	Bank of America
	XXXXXX6363

	813
	Chase Bank
	XXXXX9479

	814
	Bank of America
	XXXXXXXX2605

	815
	Sovereign Bank
	XXXXXXX9787

	816
	Wells Fargo Bank
	XXXXXX7753

	817
	Union Bank of California
	XXXXXX8442

	818
	Bank of America
	XXXXXX0014

	819
	Bank of America
	XXXXXX0315

	820
	Regions bank
	XXXXXX4714

	821
	Bank of America
	XXXXXX0056

	822
	Bank of America
	XXXXXX4935

	823
	Bank of America
	XXXXXX0386

	824
	Hamilton State
	XXXX1244

	825
	Comerica Bank
	XXXXXX2356

	826
	Bank of America
	XXXXXX4951

	827
	Regions
	XXXX5890

	828
	Liberty Bank
	XXX3420

	829
	Bank of America
	XXXXXX0182

	830
	Arvest Bank
	XXXX3634

	831
	Bank of America
	XXXXXXXX2152

	832
	JP Morgan Chase
	XXXXX7697

	833
	Wachovia bank
	XXXXXXXXX3216

	834
	JP Morgan Chase
	XXXXXX3538

	835
	Bank of America
	XXXXXX4977

	836
	Bank of America
	XXXXXX0218

	837
	Bank of America
	XXXXXX0221

	838
	Wells Fargo
	XXXXXX5844

	839
	Citizens National Bank
	XXXXX2059

	840
	Regions Bank
	XXXXXX3212

	841
	First National Bank
	XXXX9163





21715922v2                                     





	
			
	842
	Chase Bank
	XXXXX5396

	843
	Bank of America
	XXXXXX0263

	844
	Bank of America
	XXXXXX0030

	845
	MB Financial Bank
	XXXXXX4383

	846
	Bank of America
	XXXXXX0276

	847
	American Gateway
	XX2948

	848
	Bremer Bank
	XXX6755

	849
	Wells Fargo Bank
	XXXXXX9952

	850
	Bank of America
	XXXXXX0289

	851
	Fifth Third
	XXXXXX0280

	852
	Wells Fargo Bank
	XXXXXX9419

	853
	Bank of America
	XXXXXX0399

	854
	Chase Bank
	XXXXX1740

	855
	Bank of America
	XXXXXX0043

	856
	Chase Bank
	XXXXX0265

	857
	Wells Fargo Bank
	XXXXXX8218

	858
	US Bank
	XXXXXXXX3934

	859
	Community Bank and Trust
	XXXX8997

	860
	Wells Fargo
	XXXXXX9880

	861
	Bank of America
	XXXXXX0247

	862
	Bank of America
	XXXXXX0373

	863
	Bank of America
	XXXXXX0328

	864
	Bank of America
	XXXXXX0344

	865
	Bank of America
	XXXXXX0331

	866
	Bank of America
	XXXXXX0234

	867
	Bank Midwest
	XXXX0970

	868
	SunTrust Bank
	XXXXXXXXX1600

	869
	Bank of America
	XXXXXX0483

	870
	PNC Bank
	XXXXXX6995

	871
	Fidelity Deposit & Discount Bank
	XXXXXX1714

	872
	Chase Bank
	XXXXX8319

	873
	Wachovia Bank
	XXXXXXXXX3216

	874
	Bank of America
	XXXXXX1213

	875
	First Citizens Bank
	XXXXXXXX1801

	876
	Metropolitan Bank
	XXX6604

	877
	Flagstar Bank
	XXXXXXX6314

	878
	Fifth Third Bank
	XXXXXX0280

	879
	PNC Bank
	XXXXXX4985

	880
	Bank of America
	XXXXXXXX1404

	881
	Bank of America
	XXXXXXXX4584

	882
	Lone Star National Bank
	XXXXXX3368

	883
	First Interstate
	XXXXXX6353

	884
	Bank of America
	XXXXXXX1255

	885
	BB & T Bank
	XXXXXXXXX4920

	886
	Hancock Bank
	XXXXX4399





21715922v2                                     





	
			
	887
	Wells Fargo
	XXXXXX2463

	888
	IBC Bank
	XXXXXX3546

	889
	Regions Bank
	XXXXXX4522

	890
	Capital One
	XXXXXX1453

	891
	Queenstown Bank of Maryland
	XXXXXX6901

	892
	Wells Fargo Bank
	XXXXXX3630

	893
	First National Bank
	XXXX3953

	894
	Bank of America
	XXXXXXXX0170

	895
	Wilson Bank & Trust
	XXXX3866

	896
	Bank of America
	XXXXXXXX0014

	897
	BB&T Bank
	XXXXXXXXX0788

	898
	First Citizens Bank
	XXXXXXXX4788

	899
	Bank of America
	XXXXXXXX0027

	900
	Bank of America
	XXXXXXXX0056

	901
	PNC Bank
	XXXXXX2849

	902
	Wells Fargo
	XXXXXX8505

	903
	Wachovia
	XXXXXXXXX3216

	904
	JP Morgan Chase
	XXXXX0211

	905
	Chase Bank
	XXXXX6436

	906
	Wells Fargo
	XXXXXX8513

	907
	Northway Bank
	XXX1445

	908
	Bank of America
	XXXXXXXX5810

	909
	Bank of America
	XXXXXXXX0108

	910
	Wells Fargo
	XXXXXX4173

	911
	SunTrust Bank
	XXXXXXXXX8401

	912
	Bank of the West
	XXXXX5244

	913
	Bank of America
	XXXXXXXX0111

	914
	Arvest Bank
	XXXX7744

	915
	JP Morgan Chase
	XXXXX6682

	916
	Bank of America
	XXXXXXXX0221

	917
	Citizens Bank & Trust
	XXXXXX3201

	918
	Bank of America
	XXXXXXXX5182

	919
	Bank of America
	XXXXXXXX0153

	920
	Hickory Point Bank
	X9381

	921
	SunTrust Bank
	XXXXXXXXX9016

	922
	Bank of America
	XXXXXX0341

	923
	Bank of America
	XXXXXXXX1713

	924
	Susquehanna Bank
	XXXXXXX7912

	925
	Wells Fargo
	XXXXXX5471

	926
	Wachovia
	XXXXXXXXX3216

	927
	Wells Fargo
	XXXXXX4889

	929
	Wells Fargo
	XXXXXX3902

	930
	Wells Fargo
	XXXXXX5273

	931
	TCF
	XXXXXX1150

	932
	First Tennessee Bank
	XXXXX1494





21715922v2                                     





	
			
	933
	Chase Bank
	XXXXX9926

	934
	Bank of America
	XXXXXXXX0069

	935
	NBT
	XXXXXX0647

	936
	JP Morgan Chase
	XXXXX4033

	937
	CitiBank
	XXXXX7098

	938
	Bank of America
	XXXXXXXX0124

	939
	Bank of America
	XXXXXXXX0205

	940
	Commerce Bank
	XXXXX0969

	941
	Bank of America
	XXXXXXXX0072

	942
	JP Morgan Chase
	XXXXXX1778

	943
	PNC
	XXXXXX5802

	944
	Citibank
	XXXXXX6508

	945
	Chase Bank
	XXXXX3454

	946
	Harris Bank
	XXXXXX9841

	947
	Wachovia Bank
	XXXXXXXXX3216

	948
	IBC Bank
	XXXXXX0152

	949
	Trustco Bank
	XXXX8312

	950
	US Bank
	XXXXXXXX4158

	951
	Wachovia Bank
	XXXXXXXXX3216

	952
	BB & T Bank
	XXXXXXXXX3414

	953
	Wells Fargo
	XXXXXX5232

	954
	Wells Fargo
	XXXXXX4066

	955
	US Bank
	XXXXXXXX9908

	956
	Bank of Colorado
	XXXXXX0864

	957
	Wachovia
	XXXXXXXXX3216

	958
	Wells Fargo
	XXXXXX5463

	959
	Wachovia Bank
	XXXXXXXXX3216

	960
	Key Bank
	XXXXXXXX5661

	961
	Wells Fargo
	XXXXXX5554

	962
	Citizens Bank
	XXXX2210

	963
	Bank of America
	XXXXXXXX5292

	964
	Prosperity Bank
	XXX7691

	965
	JP Morgan Chase
	XXXXX2367

	966
	Capital City
	XXXXXX0401

	967
	Bank of America
	XXXXXXXX5250

	968
	JP Morgan Chase
	XXXXX7904

	969
	Suntrust
	XXXXXXXXX2159

	970
	American Bank
	XXXXX3894

	971
	First National  www.firstnational.com
	XXXXX4545

	972
	Regions
	XXXXXX1465

	973
	JP Morgan Chase
	XXXXX0899

	974
	Rocky Mountain
	XXXX6314

	975
	Bank of America
	XXXXXXXX3993

	976
	First National of Mercerburg
	XXX0672

	977
	Bank of America
	XXXXXXXX8739





21715922v2                                     





	
			
	978
	Citibank
	XXXXX2859

	979
	Bank of America
	XXXXXXXX8771

	980
	Wachovia
	XXXXXXXXX3216

	981
	Capital One
	XXXXXX6529

	982
	Bank of America
	XXX-XXX-7316

	983
	Bank of America
	XXXXXX1450

	984
	Bank of America
	XXXXXXX7303

	985
	Bank of America
	XXXXXXXX0608

	986
	Bank of America
	XXXXXX1447

	987
	Wachovia
	XXXXXXXXX3216

	988
	Regions
	XXXXXX5830

	989
	Citizens Bank
	XXXXXX3890

	990
	Bank of America
	XXXXXXXX1535

	991
	Wells Fargo
	XXXXXX5687

	992
	American Chartered
	XXX7434

	993
	Bank of America
	XXXXXXXX3980

	994
	Bank of America
	XXXXXXXX8784

	995
	Bank of America
	XXXXXX7329

	996
	JP Morgan Chase
	XXXXX8620

	997
	Arvest
	XXXX3395

	999
	Bank of Louisiana
	XX4051

	1010
	First State Bank of St. Charles
	XXXXX1854

	1012
	Fidelity Bank
	XXXXXX0060

	1013
	US Bank
	XXXXXXXX4131

	1014
	First Interstate
	XXXXXX6359

	1015
	Bank of Ocean City
	XXXXX1650

	1016
	First Citizens
	XXXXXXXX6881

	1017
	Wells Fargo
	XXXXXX4699

	1018
	JP Morgan Chase
	XXXXX9550

	1019
	Idaho Independent Bank
	XXXXXX0326

	1020
	Bank of America
	XXXXXX1418

	1021
	Regions
	XXXXXX8595

	1022
	Comerica
	XXXXXX2356

	1023
	Citizens Bank
	XXXXXX4310

	1024
	Wachovia
	XXXXXXXXX3216

	1025
	US Bank
	XXXXXXXX2440

	1026
	Wachovia
	XXXXXXXXX3216

	1027
	First Commonwealth
	XXXXXX6767

	1028
	Bank of America
	XXXXXX1421

	1029
	IBC
	XXXXXX2090

	1030
	JP Morgan Chase
	XXXXX2995

	1032
	Bank of America
	XXXXXX1434

	1033
	Amtrust
	XXXXXXX1400

	1034
	Centrue
	XXXXXX4061

	1035
	Wells Fargo
	XXXXXX4897





21715922v2                                     





	
			
	1036
	Bank of America
	XXXXXXXX0183

	1038
	Wells Fargo
	XXXXXX4987

	1039
	Bank of the West
	XXXXX1387

	1040
	FirstMerit
	XXXXXXXXXX5243

	1041
	Key
	XXXXXXXX8776

	1042
	JP Morgan Chase
	XXXXX2105

	1043
	Bank of Ameica
	XXXXXX7332

	1046
	JP Morgan Chase
	XXXXX4777

	1047
	Huntington
	XXXXXXX4219

	1048
	Bank of Hawaii
	XXXXXX9500

	1049
	JP Morgan Chase
	XXXXX1864

	1051
	Wachovia
	XXXXXXXXX3216

	1052
	Bank of America
	XXXXXX3153

	1053
	US
	XXXXXXXX3724

	1054
	Wells Fargo
	XXXXXX8810

	1055
	Wells Fargo
	XXXXXX5290

	1056
	BB&T
	XXXXXXXXX5701

	1057
	Bank of Hawaii
	XXXXXX9519

	1059
	JP Morgan Chase
	XXXXX3242

	1060
	Citizens
	XXXXXX4859

	1061
	Wachovia
	XXXXXXXXX3216

	1062
	Bank of America
	XXXXXXXX7529

	1063
	Bank of America
	XXXXXXXX2864

	1064
	Citibank
	XXXXXX7740

	1067
	Wells Fargo
	XXXXXX8174

	1068
	Wells Fargo
	XXXXXX8349

	1069
	Citibank
	XXXXX9723

	1070
	Wachovia
	XXXXXXXXX3216

	1071
	Wells Fargo
	XXXXXX6641

	1072
	Bank of America
	XXXXXXXX2547

	1073
	M&I
	XXXXXX0604

	1074
	US
	XXXXXXXX7050

	1075
	Suntrust
	XXXXXXXXX7300

	1076
	JP Morgan Chase
	XXXXX2436

	1077
	Bank of America
	XXXXXXXX3287

	1079
	Wachovia
	XXXXXXXXX3216

	1080
	Bank of America
	XXXXXXXX1324

	1081
	American Savings Bank
	XXXXXX8787

	1082
	PNC Bank
	XXXXXX6928

	1083
	Bank of America
	XXXXXXXX7558

	1084
	Gardiner Savings Bank of Maine
	XXXX0119

	1085
	Bank of America
	XXXXXXXX5386

	1086
	Bank of America
	XXXXXXXX7574

	1087
	Farmington
	XXXX8798

	1088
	Wachovia
	XXXXXXXXX3216





21715922v2                                     





	
			
	1089
	Wells Fargo
	XXXXXX8208

	1090
	Bank of America
	XXXXXXXX8049

	1091
	First Community Bank
	XXXX6504

	1092
	Bank of America
	XXXXXXXX1463

	1093
	Bank of America
	XXXXXXXX1298

	1094
	Bank of America
	XXXXXXXX3303

	1095
	Bank of America
	XXXXXXXX8065

	1096
	Tuscola National
	X3541

	1097
	Bank of America
	XXXXXXXX8463

	1098
	Regions
	XXXXXX5283

	1099
	First Federal Savings
	XXXXXX9001

	1100
	Suntrust
	XXXXXXXXX2878

	1101
	MB Financial
	XXXXXX7345

	1102
	Bank of America
	XXXXXXXX9420

	1103
	First Citizens
	XXXXXXXX1682

	1104
	Suntrust
	XXXXXXXXX2175

	1105
	Wells Fargo
	XXXXXX5225

	1106
	Regions
	XXXXXX7869

	1107
	Citizens
	XXXXXX5497

	1108
	Bank of America
	XXXXXXXX4920

	1110
	Bank of America
	XXXXXXXX5563

	1112
	Wells Fargo
	XXXXXX5966

	1114
	JP Morgan Chase
	XXXXX5361

	1116
	Wells Fargo
	XXXXXX5958

	1117
	JP Morgan Chase
	XXXXX7620

	1118
	M&T
	XXXXXX9239

	1120
	First American
	XXXXXXX9702

	1122
	Trustmark
	XXXXXX8300

	1126
	Citibank
	XXXXXX0853

	1515
	Bank of America
	XXXXXXXX8654

	14a
	Hudson United bank
	XXXX3847

	14b
	TD Banknorth
	XXXXXX3470

	3211
	JP Morgan Chase
	XXXXX6736

	3212
	Washington Mutual
	XXXXXX5492

	3213
	JP Morgan Chase
	XXXXX2185

	3214
	Wachovia
	XXXXXXXXX9179

	3215
	Bank of America
	COMBO

	3216
	Wachovia
	XXXXXXXXX2201

	3218
	Susquehanna
	XXXXXXX2501

	3219
	Wachovia
	XXXXXXXXX8349

	3220
	TD Bank
	XXXXXX3337

	3221
	PNC
	XXXXXX7336

	3222
	US
	XXXXXXXX8087

	3223
	JP Morgan Chase
	XXXXX7695

	3224
	Citibank
	XXXXXX7695





21715922v2                                     





	
			
	3225
	Capital One
	XXXXXX5905

	3226
	Frost
	XXXXX9083

	3227
	Wachovia
	XXXXXXXXX2195

	3228
	Wachovia
	XXXXXXXXX9735

	3229
	Farmington
	XXXX8061

	3230
	PNC
	XXXXXX1315

	3231
	Wachovia
	XXXXXXXXX8626

	3232
	Wachovia
	XXXXXXXXX8668

	3233
	Wachovia
	XXXXXXXXX8066

	3234
	Wachovia
	XXXXXXXXX1326

	3235
	Bank of America
	XXXXXXXX7930

	3236
	Bank of America
	XXXXXXXX7804

	3237
	M&T
	XXXXXX5985

	3238
	TD
	XXXXXX0618

	3239
	Key
	XXXXXXXX4571

	3240
	Comerica
	XXXXXX1717

	3241
	Key
	XXXXXXXX5438

	3242
	Bank of America
	XXXXXXXX1094

	3243
	Bank of America
	XXXXXXXX1308

	3244
	Bank of America
	XXXXXXXX8667

	3245
	HSBC
	XXXXX5757

	3246
	JPMorgan Chase
	XXXXX1737

	3247
	Capital One
	XXXXXX6561

	3249
	Bank of America
	XXXXXXXX8081

	3251
	Wachovia
	XXXXXXXXX8626

	3252
	Bank of America
	XXXXXXXX1311

	3253
	The Bank of Delmarva
	XXX2550

	3254
	Hamilton State
	XXXX0962

	3255
	JP Morgan Chase
	XXXXX7516

	3256
	Wells Fargo
	XXXXXX8232

	3257
	Bank of America
	XXXXXXXX1104

	3258
	Suntrust
	XXXXXXXXX2670

	3259
	Citizens
	XXXXXX0134

	3262
	First Citizens
	XXXXXXXX6263

	3264
	Suntrust
	XXXXXXXXX2142

	3265
	Citizens
	XXXXXX5847

	3266
	Community Bank & Trust
	XXXXXX0639

	3267
	Wachovia
	XXXXXXXXX0165

	3268
	Bank of America
	XXXXXXXX1670

	3269
	IBC
	XXXXXX5835

	3270
	Wachovia
	XXXXXXXXX0152

	3271
	Bank of America
	XXXXXXXX1609

	3272
	Wachovia
	XXXXXXXXX2862

	3273
	Bank of America
	XXXXXXXX1683

	3274
	First Citizens
	XXXXXXXX3931





21715922v2                                     





	
			
	3275
	JP Morgan Chase
	XXXXX1902

	3276
	Bank of America
	XXXXXXXX7731

	3277
	Wells Fargo
	XXXXXX8497

	3278
	IBC
	XXXXXX3652

	3280
	Bank of America
	XXXXXXXX7786

	3282
	Wells Fargo
	XXXXXX8919

	3284
	Comerica
	XXXXXX9889

	3285
	First Citizens
	XXXXXXXX6053

	3286
	Fith Third
	XXXXXX9037

	3287
	Bank of America
	XXXXXXXX2414

	3289
	IBC
	XXXXXX2064

	3290
	Wells Fargo
	XXXXXX7722

	3292
	Bank of America
	XXXXXXXX2401

	3293
	Bank of America
	XXXXXXXX3170

	3294
	TD Bank
	XXXXXX8421

	3300
	Bank of America
	XXXXXXXX2647

	3301
	Capital City
	XXXXXX0201

	3303
	First Citrus
	XXXX8301

	3305
	Bank of America
	XXXXXXXX4506

	3306
	Wells Fargo
	XXXXXX2675

	3307
	Wells Fargo
	XXXXXX2683

	3308
	M&T
	XXXXXX7886

	3309
	M&T
	XXXXXX7878

	3310
	First Commonwealth
	XXXXXX5934

	3312
	M&T
	XXXXXX9205

	3314
	Regions
	COMBO

	3315
	Susquehanna
	XXXXXXX3931

	3316
	Wells Fargo
	XXXXXX7714

	3317
	Bank of America
	XXXXXXXX2867

	3318
	Prosperity
	XXX0771

	3319
	Columbus Bank & Trust
	XXXXXX8243

	3320
	Salem Five
	XXXXXX7376

	3321
	JP Morgan Chase
	XXXXX3790

	3322
	Bank of America
	XXXXXXXX2854

	3323
	Bank of America
	XXXXXXXX3316

	3324
	Wells Fargo
	XXXXXX5510

	3325
	Wells Fargo
	XXXXXX9259

	3327
	Towne
	XXXXXX4912

	3329
	Bank of America
	XXXXXXXX4904

	3330
	Bank of America
	COMBO

	3331
	JP Morgan Chase
	XXXXX3350

	3332
	Bank of America
	XXXXXXXX5042

	3333
	US
	XXXXXXXX3597

	3334
	Trustmark
	XXXXXX2577

	3335
	Bank of America
	XXXXXXXX4496





21715922v2                                     





	
			
	3336
	Bank of America
	XXXXXXXX4755

	3337
	Citizens National
	XXXX1184

	3338
	Bank of America
	XXXXXXXX4726

	3339
	Bank of America
	XXXXXXXX4674

	3340
	JP Morgan Chase
	XXXXX7188

	3342
	Bank of America
	XXXXXXXX4687

	3344
	Lafayette Bank & Trust
	XXXXXX2969

	3345
	US
	XXXXXXXX5592

	3347
	Bank of America
	XXXXXXXX4742

	3349
	Washington Federal
	XXXXXX0376

	3350
	United National
	XXXX6697

	3351
	JP Morgan Chase
	XXXXX6506

	3352
	Wells Fargo
	XXXXXX7209

	3353
	JP Morgan Chase
	COMBO

	3354
	Bank of America
	XXXXXXXX4739

	3355
	JP Morgan Chase
	XXXXX2106

	3356
	Bank of America
	XXXXXXXX5107

	3357
	Citizens
	XXXXXX0689

	3358
	PNC
	XXXXXX7026

	3359
	PNC
	XXXXXX9736

	3360
	Wells Fargo
	XXXXXX4954

	3361
	Key
	XXXXXXXX7600

	3362
	BB&T
	XXXXXXXXX5736

	3363
	Regions
	XXXXXX5471

	3364
	JP Morgan Chase
	XXXXX8872

	3365
	Wells Fargo
	XXXXXX1023

	3366
	Regions
	XXXXXX0858

	3367
	Wells Fargo
	XXXXXX6641

	3368
	Bank of America
	XXXXXXXX4522

	3369
	Wells Fargo
	XXXXXX7217

	3370
	JP Morgan Chase
	COMBO

	3371
	Plains Capital
	XXXXXX8063

	3372
	Wells Fargo
	XXXXXX6658

	3373
	MB Financial
	XXXXXX1018

	3374
	JP Morgan Chase
	XXXXX1117

	3375
	Key
	XXXXXXXX0241

	3376
	Bank of America
	XXXXXXXX5068

	3377
	JP Morgan Chase
	XXXXX8028

	3380
	Chemung Canal & Trust
	XXXXX8331

	3381
	Citibank
	COMBO

	3384
	First Niagara
	XXXXXXXX7627

	3401
	M&T
	COMBO









21715922v2                                     





	
			
	BANK ACCOUNT INFORMATION

	 
	 
	 

	Company
	Bank
	Account #

	Aeropostale
	BOA Concentration
	XXXX7831

	Aeropostale
	BOA Master Disbursement
	XXXX7857

	Aeropostale
	BOA Payroll Checks
	XXXX2526

	Aeropostale West
	BOA Payroll Checks
	XXXX0344

	Aeropostale
	Citibank Concentration
	XXXX8705

	Aeropostale
	Citibank Master Disbursement
	XXXX8604

	Aeropostale
	Citibank A/P Disbursement
	XXXX8271

	Aero GC Management
	Citibank Operating
	XXXX0835

	Aero GC Management
	Citibank A/P Disbursement
	XXXX5631

	Aeropostale Procurement
	Citibank A/P Disbursement
	XXXX6844

	Aeropostale Procurement
	Citibank Operating
	XXXX6431

	Aeropostale Licensing
	Citibank Operating
	XXXX3292

	GoJane.Com Inc.
	Citibank Concentration
	XXXX9691

	Aeropostale
	BOA Payroll-Electonic Debits
	XXXXXX8763

	Aeropostale West
	BOA Master Store Depository
	XXXXXX2031

	Aeropostale West
	BOA Operations
	XXXXXX0747

	Aeropostale (East)
	BOA Master Store Depository
	XXXXXX2358

	Aeropostale
	BOA Change Fund
	XXXXXXXX1823

	Aeropostale
	BOA Corporate Depository
	XXXXXXXX1548







21715922v2                                     





Exhibit 7-2 to
The Third Amended and Restated 
Loan and Security Agreement


Credit Card Arrangements 


The Loan Parties have the following credit card agreements in place: 


1) Aéropostale, Inc.: First Data Merchant Services (merchant # XXX5712) 
2) PS from Aéropostale, Inc.: First Data Merchant Services (merchant # XX0974) 
3) Aéropostale, Inc. and PS from Aéropostale, Inc.: American Express (merchant # XXXXXX1516) 
4) Aéropostale, Inc.: Discover Card (merchant # XXXX XXXX XXX0 028) 
5) PS from Aéropostale, Inc.: Discover Card (merchant #XXXX XXXX XXX7 907) 
6) Aéropostale, Inc.: First Data Merchant Services (merchant # XX0972)













21715922v2                                     










Exhibit C


Exhibit 2-8(A) to Loan Agreement – FILO Note


[see attached]













Exhibit 2-8(A)




	
					
	 
	 
	 
	 
	 






FILO NOTE                    
                                    
	
					
	 
	 
	 
	 
	 








Boston, Massachusetts
    
__________, 2014


FOR VALUE RECEIVED, the undersigned, Aeropostale, Inc., a Delaware corporation with its principal executive offices at 112 West 34th Street, New York, New York 10120 (the "Borrower"), promises to pay to the order of ___________ (hereinafter, with any subsequent holder, a "Lender"), c/o Bank of America, N.A., a national banking association having an address at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the aggregate unpaid principal balance of loans and advances made to or for the account of the Borrower pursuant to the FILO Facility established pursuant to the Third Amended and Restated Loan and Security Agreement dated as of September 22, 2011 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the "Loan Agreement") by and among Bank of America, N.A., as Agent on behalf of itself, the Lender and certain other lenders, the lenders party thereto, the Guarantors party thereto, and the Borrower, with interest at the rate and payable in the manner stated therein.  All capitalized terms used but not defined herein shall have the meaning set forth in the Loan Agreement.


This is a "FILO Note" to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof.  The principal of, and interest on, this FILO Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.  


The Lender's books and records concerning loans and advances pursuant to the FILO Facility, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness to the Lender hereunder.











No delay or omission by the Lender in exercising or enforcing any of the Lender's powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion.  No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver.


The Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof; assents to any extension or other indulgence (including, without limitation, the release or substitution of collateral) permitted by the Lender with respect to this FILO Note and/or any collateral given to secure this FILO Note or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrower.


This FILO Note shall be binding upon the Borrower and upon its successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees, and assigns.


The liabilities of the Borrower, and of any endorser or guarantor of this FILO Note, are joint and several, provided, however, the release by the Lender of any one or more such Persons shall not release any other Person obligated on account of this FILO Note.  Each reference in this FILO Note to the Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly.  No Person obligated on account of this FILO Note may seek contribution from any other Person also obligated unless and until all liabilities, obligations and indebtedness to the Lender of the Person from whom contribution is sought have been satisfied in full.


This FILO Note and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the laws of the State of New York (without giving effect to the conflicts of laws principles thereof, but including Sections 5-1401 and 5-1402 of the New York General Obligations Law).


The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agent and the Lender, in the establishment and maintenance of its relationship with the Borrower contemplated by the within FILO Note, are relying thereon.  THE BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER OR OF ANY OTHER PERSON LIABLE TO THE AGENT OR THE LENDER 









ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE AGENT OR THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE AGENT OR THE LENDER OR IN WHICH THE AGENT OR THE LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER, THE AGENT, ANY SUCH PERSON, AND THE LENDER.


[Signature Page to Follow]











BORROWER:
Witness:                 
AEROPOSTALE, INC.




________________________
By:    ________________________
Name:    
Title:    
























































































Signature Page to FILO Note









Exhibit D


Exhibit 4-4 to Loan Agreement – Intellectual Property


[see attached]
























    






Exhibit 4-4 to 
The Third Amended and Restated 
Loan and Security Agreement 


Intellectual Property 


Trademarks, Patents and Copyrights 


See attached. 




Aéropostale License Agreements 
		
	1.
	Store License Agreement between Aeropostale Licensing, Inc. and Apparel FZCO dated August 8, 2008, as amended April 24, 2013 (United Arab Emirates, Kuwait, Bahrain, Qatar); and Store License Agreement between Aeropostale Licensing, Inc. and Modern Fashion Trading Establishment dated February 7, 2013 (Kingdom of Saudi Arabia) 




		
	2.
	Store License Agreement between Aeropostale Licensing, Inc. and Montreal PTE Ltd. dated January 11, 2011 (Singapore, Malaysia, Indonesia, Thailand) 




		
	3.
	Store License Agreement between Aeropostale Licensing, Inc. and Genc Mağazacilik A.Ş. dated October __, 2011, as amended April 30, 2012 (Turkey) 




		
	4.
	Store Development and Distribution Agreement between Aeropostale Licensing, Inc. and Store Specialists, Inc. dated May 15, 2012; and License Agreement between Aeropostale Licensing, Inc. and Store Specialists, Inc. dated May 15, 2012 (The Philippines) 




		
	5.
	Store License Agreement between Aeropostale Licensing, Inc. and Central Sport International, inc. dated July 30, 2012 (Colombia and Panama) 




		
	6.
	Store License Agreement between Aeropostale Licensing, Inc. and Distribuidora Liverpool, S.A. DE C.V. dated December 14, 2012 (Mexico) 




PS from Aéropostale License Agreements 
		
	1.
	Store License Agreement between Aeropostale Licensing, Inc. and Distribuidora Liverpool, S.A. DE C.V. dated October 7, 2013 (Mexico) 




		
	2.
	Store Development and Distribution Agreement between Aeropostale Licensing, Inc. and Store Specialists, Inc. dated October 7, 2013; and License Agreement between Aeropostale Licensing, Inc. and Store Specialists, Inc. dated October 7, 2013 (The Philippines) 




Other License Agreements 
		
	1.
	Product License Agreement between Warner Bros. Consumer Products and Aeropostale Inc. dated December 3, 2013 (Pretty Little Liars) 



















21715922v2                                     







		
	2.
	License Agreement between Bethany Mota and Tammy Mota and Aeropostale, Inc. dated as of September 1, 2013 (Bethany Mota Trademark) 




		
	3.
	License Agreement between Spider-Man Merchandising L.P. and Aeropostale, Inc. dated August 10, 2013 (The Amazing Spider-Man 2 Movie) 




		
	4.
	License Agreement between Marvel Characters B.V. and Aeropostale, Inc. (Marvel Classic (Spider-Man, Hulk, Avengers, Marvel Comics Retro)) 




		
	5.
	License Agreement between Aeropostale Licensing, Inc. and Walker Apparel Co. dated October 4, 2011, as amended March 13, 2013 and October 25, 2013 (Jimmy’z Trademark in the US and Canada) 



























































































21715922v2                                     





	
												
	TrademarkName
	CaseNumber
	CaseType
	AppNumber
	RegNumber
	TrademarkStatus
	CountryName
	FilDate
	RegDate
	NextRenewalDate
	Class
	OwnerName

	87
	310260-00074
	ORD
	78/251,344
	3000665
	Registered
	United States of America
	19-May-2003
	27-Sep-2005
	27-Sep-2015
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	87
	310260-00390
	ORD
	77/149,679
	3651711
	Registered
	United States of America
	05-Apr-2007
	07-Jul-2009
	07-Jul-2019
	14 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	87
	310260-00391
	ORD
	77/149,696
	3669841
	Registered
	United States of America
	05-Apr-2007
	18-Aug-2009
	18-Aug-2019
	18 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	A & DESIGN
	310260-00008
	ORD
	76/344,182
	2680386
	Registered
	United States of America
	29-Nov-2001
	28-Jan-2003
	28-Jan-2023
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	A GRAPHIC IMAGE OF A TURTLE
	310260-00149
	ORD
	78/522,220
	3041426
	Registered
	United States of America
	23-Nov-2004
	10-Jan-2006
	10-Jan-2016
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	A GRAPHIC IMAGE OF A WHALE
	310260-00150
	ORD
	78/522,226
	3095135
	Registered
	United States of America
	23-Nov-2004
	23-May-2006
	23-May-2016
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	A87
	310260-00073
	ORD
	78/746,520
	3151023
	Registered
	United States of America
	03-Nov-2005
	03-Oct-2006
	03-Oct-2016
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	A87
	310260-00387
	ORD
	77/149,505
	3477550
	Registered
	United States of America
	05-Apr-2007
	29-Jul-2008
	29-Jul-2018
	03 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	A87
	310260-00830
	ORD
	85/325,662
	4074223
	Registered
	United States of America
	20-May-2011
	20-Dec-2011
	20-Dec-2021
	35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	A87
	310260-00922
	ORD
	85/773,041
	4324559
	Registered
	United States of America
	06-Nov-2012
	23-Apr-2013
	23-Apr-2023
	09 Int., 14 Int., 18 Int., 25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AERO
	310260-00825
	ORD
	85/310,708
	4299932
	Registered
	United States of America
	03-May-2011
	12-Mar-2013
	12-Mar-2023
	14 Int., 18 Int., 25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AERO & HEARTS DESIGN
	310260-00325
	ORD
	77/074,489
	3529688
	Registered
	United States of America
	02-Jan-2007
	11-Nov-2008
	11-Nov-2018
	18 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AERO (STYLIZED & DESIGN)
	310260-00324
	ORD
	77/074,477
	3545732
	Registered
	United States of America
	02-Jan-2007
	16-Dec-2008
	16-Dec-2018
	18 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AERO (STYLIZED)
	310260-00017
	ORD
	75/942,762
	2911335
	Registered
	United States of America
	13-Mar-2000
	14-Dec-2004
	14-Dec-2014
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AERO AND EXPLOSION DESIGN
	310260-00078
	ORD
	78/289,477
	2.937762
	Registered
	United States of America
	19-Aug-2003
	05-Apr-2005
	05-Apr-2015
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AERO ATHLETICS
	310260-00077
	ORD
	78/272,006
	2927817
	Registered
	United States of America
	09-Jul-2003
	22-Feb-2005
	22-Feb-2015
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AERO DUO CAP
	310260-00217
	ORD
	78/890,652
	3289070
	Registered
	United States of America
	23-May-2006
	04-Sep-2007
	04-Sep-2017
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AERO NYC
	310260-00919
	ORD
	85/772,770
	 
	Published
	United States of America
	06-Nov-2012
	 
	 
	35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC





21715922v2                                     





	
												
	AERO SAND SPEAKERS
	310260-00218
	ORD
	78/890,648
	3321655
	Registered
	United States of America
	23-May-2006
	23-Oct-2007
	23-Oct-2017
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AERONYC
	310260-00920
	ORD
	85/772,819
	 
	Pending
	United States of America
	06-Nov-2012
	 
	 
	35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00010
	ORD
	73/708,584
	1525345
	Registered
	United States of America
	01-Feb-1988
	21-Feb-1989
	21-Feb-2019
	09 Int., 25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00011
	ORD
	73/708,583
	1548372
	Registered
	United States of America
	01-Feb-1988
	18-Jul-1989
	18-Jul-2019
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00012
	ORD
	73/679,424
	1485368
	Registered
	United States of America
	19-Aug-1987
	19-Apr-1988
	19-Apr-2018
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00014
	ORD
	73/679,252
	1487211
	Registered
	United States of America
	18-Aug-1987
	03-May-1988
	03-May-2018
	42 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00199
	ORD
	78/907,234
	3233142
	Registered
	United States of America
	13-Jun-2006
	24-Apr-2007
	24-Apr-2017
	03 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00200
	ORD
	77/070,636
	3361415
	Registered
	United States of America
	22-Dec-2006
	01-Jan-2008
	01-Jan-2018
	14 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00201
	ORD
	77/070,654
	3361416
	Registered
	United States of America
	22-Dec-2006
	01-Jan-2008
	01-Jan-2018
	18 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00322
	ORD
	77/052,018
	3287647
	Registered
	United States of America
	28-Nov-2006
	04-Sep-2007
	04-Sep-2017
	24 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00323
	ORD
	77/058,161
	3285272
	Registered
	United States of America
	06-Dec-2006
	28-Aug-2007
	28-Aug-2017
	04 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00365
	ORD
	77/070,674
	3285335
	Registered
	United States of America
	22-Dec-2006
	28-Aug-2007
	28-Aug-2017
	03 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00384
	ORD
	77/149,296
	3443836
	Registered
	United States of America
	05-Apr-2007
	10-Jun-2008
	10-Jun-2018
	35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE
	310260-00520
	ORD
	77/187,554
	3444014
	Registered
	United States of America
	22-May-2007
	10-Jun-2008
	10-Jun-2018
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE  DESIGNED IN NYC (Stylized 1)
	310260-01164
	ORD
	86/164,801
	 
	Pending
	United States of America
	14-Jan-2014
	 
	 
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE (STYLIZED)
	310260-00013
	ORD
	73/502,671
	1354292
	Registered
	United States of America
	05-Oct-1984
	13-Aug-1985
	13-Aug-2015
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE 87
	310260-00921
	ORD
	85/773,018
	4328454
	Registered
	United States of America
	06-Nov-2012
	30-Apr-2013
	30-Apr-2023
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE A & DESIGN
	310260-00016
	ORD
	76/344,183
	2680387
	Registered
	United States of America
	29-Nov-2001
	28-Jan-2003
	28-Jan-2023
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE A87
	310260-00924
	ORD
	85/773,154
	4328455
	Registered
	United States of America
	06-Nov-2012
	30-Apr-2013
	30-Apr-2023
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC





21715922v2                                     





	
												
	AEROPOSTALE AND BUTTERFLY DESIGN
	310260-00362
	ORD
	77/077,840
	3361429
	Registered
	United States of America
	08-Jan-2007
	01-Jan-2008
	01-Jan-2018
	18 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE AND BUTTERFLY DESIGN
	310260-00363
	ORD
	77/067,198
	3384078
	Registered
	United States of America
	06-Dec-2006
	19-Feb-2008
	19-Feb-2018
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE AND BUTTERFLY DESIGN
	310260-00364
	ORD
	77/066,620
	3293234
	Registered
	United States of America
	18-Dec-2006
	18-Sep-2007
	18-Sep-2017
	03 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE AND BUTTERFLY DESIGN
	310260-00583
	ORD
	77/975,079
	3381679
	Registered
	United States of America
	06-Dec-2006
	12-Feb-2008
	12-Feb-2018
	14 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE COMPAGNIE GENERALE FAISANT L'IMPOSSIBLE!: SERVICE QUOTIDIEN POUR L'ESPAGNE, LE MAROC & L
	310260-00009
	ORD
	73/607,577
	1441289
	Registered
	United States of America
	02-Jul-1986
	02-Jun-1987
	02-Jun-2017
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE designed in nyc (Stylized 2)
	310260-01165
	ORD
	86/171,612
	 
	Pending
	United States of America
	22-Jan-2014
	 
	 
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	AEROPOSTALE NYC
	310260-00923
	ORD
	85/773,124
	4395142
	Registered
	United States of America
	06-Nov-2012
	03-Sep-2013
	03-Sep-2023
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	BDRM
	310260-00907
	ORD
	85729531
	 
	Pending
	United States of America
	14-Sep-2012
	 
	 
	09 Int., 11 Int., 14 Int., 16 Int., 20 Int., 21 Int., 24 Int., 27 Int., 35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	EIGHTY 7
	310260-00086
	ORD
	78/445,275
	3532383
	Registered
	United States of America
	02-Jul-2004
	11-Nov-2008
	11-Nov-2018
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	EIGHTY SEVEN
	310260-00087
	ORD
	78/445,273
	3421014
	Registered
	United States of America
	02-Jul-2004
	29-Apr-2008
	29-Apr-2018
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	FREE STATE
	310260-01155
	ORD
	86/132,645
	 
	Pending
	United States of America
	02-Dec-2013
	 
	 
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	GO jane & Design
	310260-01028
	ORD
	77/978,507
	3864266
	Registered
	United States of America
	27-Aug-2008
	19-Oct-2010
	19-Oct-2020
	09 Int., 14 Int.
	AEROPOSTALE, INC.

	GO jane & Design
	310260-01030
	ORD
	77/557,269
	4043645
	Registered
	United States of America
	27-Aug-2008
	25-Oct-2011
	25-Oct-2021
	25 Int.
	AEROPOSTALE, INC.

	GOJANE
	310260-01027
	ORD
	77/978,186
	3837976
	Registered
	United States of America
	27-Aug-2008
	24-Aug-2010
	24-Aug-2020
	09 Int., 14 Int.
	AEROPOSTALE, INC.

	GOJANE
	310260-01031
	ORD
	77/557,253
	4047333
	Registered
	United States of America
	27-Aug-2008
	01-Nov-2011
	01-Nov-2021
	25 Int.
	AEROPOSTALE, INC.

	GOJANE.COM
	310260-01029
	ORD
	77/537,503
	4040079
	Registered
	United States of America
	01-Aug-2008
	18-Oct-2011
	18-Oct-2021
	35 Int.
	AEROPOSTALE, INC.

	JIMMY'Z
	310260-00088
	ORD
	73/565,650
	1411390
	Registered
	United States of America
	23-Oct-1985
	30-Sep-1986
	30-Sep-2016
	25 Int.
	AEROPOSTALE WEST, INC.

	JIMMY'Z
	310260-00089
	ORD
	73/672,609
	1490256
	Registered
	United States of America
	17-Jul-1987
	31-May-1988
	31-May-2018
	25 Int.
	AEROPOSTALE WEST, INC.

	JIMMY'Z
	310260-00155
	ORD
	78/566,750
	3240506
	Registered
	United States of America
	14-Feb-2005
	08-May-2007
	08-May-2017
	35 Int.
	AEROPOSTALE WEST, INC.





21715922v2                                     





	
												
	JIMMY'Z
	310260-00179
	ORD
	78/690,060
	3170960
	Registered
	United States of America
	10-Aug-2005
	14-Nov-2006
	14-Nov-2016
	18 Int.
	AEROPOSTALE WEST, INC.

	JIMMY'Z
	310260-00180
	ORD
	78/690,065
	3170961
	Registered
	United States of America
	10-Aug-2005
	14-Nov-2006
	14-Nov-2016
	14 Int.
	AEROPOSTALE WEST, INC.

	JIMMY'Z
	310260-00183
	ORD
	78/690,075
	3299252
	Registered
	United States of America
	10-Aug-2005
	25-Sep-2007
	25-Sep-2017
	09 Int.
	AEROPOSTALE WEST, INC.

	JIMMY'Z
	310260-00251
	ORD
	78/977,516
	3160988
	Registered
	United States of America
	09-Sep-2003
	17-Oct-2006
	17-Oct-2016
	14 Int., 18 Int.
	AEROPOSTALE WEST, INC.

	JIMMY'Z
	310260-00373
	ORD
	77/123,172
	3447587
	Registered
	United States of America
	06-Mar-2007
	17-Jun-2008
	17-Jun-2018
	25 Int.
	AEROPOSTALE WEST, INC.

	JIMMY'Z
	310260-00823
	ORD
	85/308,320
	 
	Published
	United States of America
	29-Apr-2011
	 
	 
	03 Int., 14 Int., 28 Int.
	AEROPOSTALE WEST, INC.

	LIVE LOVE DREAM
	310260-00905
	ORD
	85/710,446
	4460948
	Registered
	United States of America
	22-Aug-2012
	07-Jan-2014
	07-Jan-2024
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LIVE LOVE DREAM
	310260-00908
	ORD
	85/755,971
	 
	Published
	United States of America
	17-Oct-2012
	 
	 
	18 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LIVE LOVE DREAM
	310260-00975
	ORD
	85/794,301
	 
	Published
	United States of America
	04-Dec-2012
	 
	 
	14 Int., 16 Int., 24 Int., 28 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LIVE LOVE DREAM
	310260-00976
	ORD
	85/794,355
	 
	Published
	United States of America
	04-Dec-2012
	 
	 
	35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LIVE LOVE DREAM AERO
	310260-00906
	ORD
	85/710,464
	4460949
	Registered
	United States of America
	22-Aug-2012
	07-Jan-2014
	07-Jan-2024
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LIVE LOVE DREAM AERO
	310260-00977
	ORD
	85/794,956
	 
	Published
	United States of America
	05-Dec-2012
	 
	 
	14 Int., 16 Int., 18 Int., 24 Int., 28 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LIVE LOVE DREAM AERO
	310260-00978
	ORD
	85/794,991
	 
	Published
	United States of America
	05-Dec-2012
	 
	 
	35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LIVE LOVE DREAM AEROPOSTALE
	310260-00973
	ORD
	85/794,134
	4324601
	Registered
	United States of America
	04-Dec-2012
	23-Apr-2013
	23-Apr-2023
	03 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LIVE LOVE DREAM AEROPOSTALE
	310260-00974
	ORD
	85/794,212
	 
	Published
	United States of America
	04-Dec-2012
	 
	 
	14 Int., 16 Int., 18 Int., 24 Int., 25 Int., 28 Int., 35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LLD Heart Logo
	310260-01075
	ORD
	86/019,535
	 
	Published
	United States of America
	25-Jul-2013
	 
	 
	18 Int., 25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LLD Heart Logo
	310260-01076
	ORD
	86/020,274
	 
	Published
	United States of America
	25-Jul-2013
	 
	 
	35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	LORIMER
	310260-01125
	ORD
	86/127,083
	 
	Pending
	United States of America
	22-Nov-2013
	 
	 
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	MAP TO MARS
	310260-01126
	ORD
	86/127,129
	 
	Pending
	United States of America
	22-Nov-2013
	 
	 
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC





21715922v2                                     





	
												
	PS ACTIVATE and heart design
	310260-01096
	ORD
	86/041,859
	 
	Pending
	United States of America
	19-Aug-2013
	 
	 
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS ACTIVATE and triangle design
	310260-01095
	ORD
	86/041,750
	 
	Pending
	United States of America
	19-Aug-2013
	 
	 
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS COUTURE ESTABLISHED MMIX New York (Stylized)
	310260-01163
	ORD
	86/163,683
	 
	Pending
	United States of America
	13-Jan-2014
	 
	 
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS FROM AEROPOSTALE
	310260-00584
	ORD
	77/488,907
	3693636
	Registered
	United States of America
	02-Jun-2008
	06-Oct-2009
	06-Oct-2019
	35 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS FROM AEROPOSTALE
	310260-00585
	ORD
	77/976,066
	4150648
	Registered
	United States of America
	02-Jun-2008
	29-May-2012
	29-May-2022
	16 Int., 20 Int., 28 Int., 24 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS FROM AEROPOSTALE
	310260-00610
	ORD
	77/488,966
	3709721
	Registered
	United States of America
	02-Jun-2008
	10-Nov-2009
	10-Nov-2019
	03 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS FROM AEROPOSTALE
	310260-00714
	ORD
	77/978,100
	3716916
	Registered
	United States of America
	02-Jun-2008
	24-Nov-2009
	24-Nov-2019
	14 Int., 18 Int., 25 Int., 26 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS FROM AEROPOSTALE
	310260-00771
	ORD
	77/979,123
	3794934
	Registered
	United States of America
	02-Jun-2008
	25-May-2010
	25-May-2020
	09 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS09
	310260-00826
	ORD
	85/311,863
	4067167
	Registered
	United States of America
	04-May-2011
	06-Dec-2011
	06-Dec-2021
	09 Int., 18 Int., 25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS09
	310260-00828
	ORD
	85/314,169
	4067245
	Registered
	United States of America
	06-May-2011
	06-Dec-2011
	06-Dec-2021
	03 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS4U
	310260-00827
	ORD
	85/311,949
	4067170
	Registered
	United States of America
	04-May-2011
	06-Dec-2011
	06-Dec-2021
	09 Int., 18 Int., 25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	PS4U
	310260-00829
	ORD
	85/314,287
	4067246
	Registered
	United States of America
	06-May-2011
	06-Dec-2011
	06-Dec-2021
	03 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	SIGNATURE POCKET STITCH
	310260-00162
	ORD
	78/625,787
	3336202
	Registered
	United States of America
	09-May-2005
	13-Nov-2007
	13-Nov-2017
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	TOKYO DARLING
	310260-01156
	ORD
	86/135,920
	 
	Pending
	United States of America
	05-Dec-2013
	 
	 
	25 Int.
	AEROPOSTALE PROCUREMENT COMPANY, INC

	WOODY CAR DESIGN
	310260-00824
	ORD
	85/308,597
	4184146
	Registered
	United States of America
	29-Apr-2011
	31-Jul-2012
	31-Jul-2022
	25 Int., 35 Int.
	AEROPOSTALE WEST, INC.

	WOODY CAR DESIGN (REAR VIEW)
	310260-00158
	ORD
	78/605,132
	3262442
	Registered
	United States of America
	08-Apr-2005
	10-Jul-2007
	10-Jul-2017
	25 Int.
	AEROPOSTALE WEST, INC.

	WOODY CAR DESIGN SIDE VIEW
	310260-00190
	ORD
	78/976,863
	3146955
	Registered
	United States of America
	08-Apr-2005
	19-Sep-2006
	19-Sep-2016
	25 Int.
	AEROPOSTALE WEST, INC.

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	CopyrightName
	CaseNumber
	CaseType
	AppNumber
	RegNumber
	CopyrightStatus
	CountryName
	FilDate
	RegDate
	NextRenewalDate
	Class
	OwnerName

	CR:   FLOWERS
	310260-00220
	CPY
	 
	VA 1-356-708
	Registered Copy
	United States of America
	 
	16-Jun-2006
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  ANGEL MONKEY DESIGN
	310260-00151
	CPY
	 
	VA 1-286-995
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.





21715922v2                                     





	
												
	CR:  BIRDS
	310260-00224
	CPY
	 
	VA 1-356-709
	Registered Copy
	United States of America
	 
	16-Jun-2006
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  BUBBLE MONKEY DESIGN
	310260-00136
	CPY
	 
	VA 1-286-990
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  BUTTERFLY TURTLE DESIGN
	310260-00137
	CPY
	 
	VAu 646-523
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  DAY @ BEACH
	310260-00225
	CPY
	 
	VA 1-356-710
	Registered Copy
	United States of America
	 
	16-Jun-2006
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY BANANA DESIGN
	310260-00138
	CPY
	 
	VA 1-286-997
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY FACES DESIGN
	310260-00139
	CPY
	 
	VA 1-286-989
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY FLOWER DESIGN
	310260-00140
	CPY
	 
	VA 1-286-987
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY HEAD BANANA DESIGN
	310260-00152
	CPY
	 
	VA 1-286-993
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY HEART BALLOON DESIGN
	310260-00141
	CPY
	 
	VA 1-286-992
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY HEART DESIGN
	310260-00142
	CPY
	 
	VA 1-286-986
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY ICE SKATES DESIGN
	310260-00143
	CPY
	 
	VA 1-286-988
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY NAH NAH DESIGN
	310260-00276
	CPY
	 
	VA 1-378-471
	Registered Copy
	United States of America
	13-Oct-2006
	13-Oct-2006
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY PILLOW FIGHT DESIGN
	310260-00144
	CPY
	 
	VA 1-286-991
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY SNOWFLAKE DESIGN
	310260-00145
	CPY
	 
	VA 1-286-999
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  MONKEY UNIVERSITY
	310260-00228
	CPY
	 
	VA 1-356-705
	Registered Copy
	United States of America
	 
	16-Jun-2006
	 
	 
	AEROPOSTALE WEST, INC.

	CR: MONKEY UNIVERSITY
	 
	CPY
	 
	VA 1-391-181
	Registered Copy
	United States of America
	 
	07-Jul-2006
	 
	 
	 

	CR:  PAJAMA PARTY DESIGN
	310260-00153
	CPY
	 
	VA 1-286-994
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  SANTA TURTLE DESIGN
	310260-00146
	CPY
	 
	VA 1-286-998
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  SPLATTER
	310260-00226
	CPY
	 
	VA 1-356-706
	Registered Copy
	United States of America
	 
	16-Jun-2006
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  SURFING MONKEY DESIGN
	310260-00154
	CPY
	 
	VAu 646-389
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  TURTLE TOSS DESIGN
	310260-00147
	CPY
	 
	VA 1-286-996
	Registered Copy
	United States of America
	 
	24-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR:  WHALE GRAPHIC DESIGN
	310260-00148
	CPY
	 
	VA 1-291-513
	Registered Copy
	United States of America
	 
	26-Nov-2004
	 
	 
	AEROPOSTALE WEST, INC.

	CR: MOUNTAIN DESIGN
	310260-00223
	CPY
	 
	VA 1-356-707
	Registered Copy
	United States of America
	 
	16-Jun-2006
	 
	 
	AEROPOSTALE WEST, INC.







21715922v2                                     










Exhibit E


Updated Exhibits to Security Agreement


See Exhibit B annexed hereto.