exhibit10-22.htm




EXHIBIT 10.22


 







 


CONFIRMATION AND AMENDMENT OF ANCILLARY LOAN DOCUMENTS


 


This Confirmation and Amendment of Ancillary Loan Documents (the “Agreement”) is made as of the 15th day of January, 2010 by and among:


 


BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a corporation organized under the laws of the State of Delaware for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers hereafter party to the Restated Credit Agreement (as defined below);


 


THE OTHER BORROWERS PARTY HERETO, each as listed on Schedule I attached hereto;


 


THE FACILITY GUARANTORS PARTY HERETO, each as listed on Schedule II attached hereto (individually, a “Facility Guarantor” and, collectively, the “Facility Guarantors”, and, together with the Borrowers, the “Loan Parties”); and,


 


BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties (as defined in the Restated Credit 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, the Agent, the Lead Borrower, the other Borrowers, and the Facility Guarantors, among others, have previously entered into a certain Credit Agreement dated as of April 13, 2006 (as amended and in effect, the “Existing Credit Agreement”); and


 


WHEREAS, in connection with the Existing Credit Agreement, the Loan Parties, among others, executed and delivered to the Agent, for the benefit of certain of the Credit Parties, among other documents, instruments and agreements, those documents, instruments and agreements set forth on Schedule III hereto (as amended, modified, supplemented or restated and in effect from time to time, the “Ancillary Loan Documents”); and


 


WHEREAS, the Agent and the Loan Parties, among others, have agreed to amend and restate the Existing Credit Agreement in its entirety pursuant to a certain Amended and Restated Credit Agreement of even date herewith (as amended, modified, supplemented or restated hereafter, the “Restated Credit Agreement”); and


 


WHEREAS, in connection with the execution and delivery of the Restated Credit Agreement, among other things, the Loan Parties and the Agent desire to enter into this Agreement to set forth their respective understanding with respect to the continued effectiveness of the Ancillary Loan Documents and to amend certain provisions of the Ancillary Loan Documents.


 


NOW, THEREFORE, it is hereby agreed by and among the Loan Parties, and the Administrative Agent, for the benefit of the Lenders and the other Credit Parties, as follows:


 


1. Definitions.  Unless otherwise defined herein, all capitalized terms used herein shall have the meaning set forth in the Restated Credit Agreement, or in the Ancillary Loan Documents, as applicable.


 


 




  





  











  






2. General Amendments to Ancillary Loan Documents.


 


(a) Any and all references in the Ancillary Loan Documents to the “Credit Agreement” shall hereafter be deemed to mean and refer to the Amended and Restated Credit Agreement dated as of the date hereof by and between, among others: (i) the Lead Borrower and the other Borrowers now or hereafter party thereto, (ii) the Facility Guarantors now or hereafter party thereto, (iii) the Administrative Agent, (iv) the Collateral Agent, (v) Wells Fargo Retail Finance, LLC and Regions Bank, as Co-Syndication Agents, (vi) J.P. Morgan Securities Inc. and UBS Securities LLC as Co-Documentation Agents, and (vii) the Lenders party thereto, as amended, amended and restated, modified, supplemented or restated and in effect from time to time.


 


(b) To the extent that there have been any changes in the information provided in the schedules to the Security Agreement since the Closing Date, such schedules are hereby updated, as evidenced by the supplemental schedules (if any) annexed to this Agreement at Annex A.


 


(c) To the extent that there have been any changes in the information provided in the schedules to the Intellectual Property Security Agreement since the Closing Date, such schedules are hereby updated, as evidenced by the supplemental schedules (if any) annexed to this Agreement at Annex B.


 


(d) To the extent that there have been any changes in the information provided in the schedules to the Pledge Agreement since the Closing Date, such schedules are hereby updated, as evidenced by the supplemental schedules (if any) annexed to this Agreement at Annex C.


 


(e) To the extent that there have been any changes in the information provided in the schedules to the remaining Ancillary Loan Documents since the Closing Date, such schedules are hereby updated, as evidenced by the supplemental schedules (if any) annexed to this Agreement at Annex D.


 


3. Amendments to Intellectual Property Security Agreement.  The Intellectual Property Security Agreement is hereby amended as follows:


 


(a) Section 4(d) is hereby amended by adding “relating to Intellectual Property material to the operation of such Grantor’s business” after the word “Licenses” in the first line thereof.


 


(b) The lead-in language to Section 4(h) is hereby deleted in its entirety and the following substituted in its stead:


 


“(h)           Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such Grantor shall give the Collateral Agent written notice (with reasonable detail) of any of the following occurring with the preceding Fiscal Quarter:”


 


(c) Clauses (iii) and (iv) of Section 4(h) are hereby deleted in their entirety and the following substituted in their stead:


 


“(iii)           Such Grantor’s entering into any new Licenses with respect to the Intellectual Property material to the operation of such Grantor’s business.


 


(iv)           Such Grantor’s knowing that any application or registration relating to any Intellectual Property material to the operation of such Grantor’s business could reasonably be expected to, other than as provided in SECTION 3 above, become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term), or of any adverse dispositive determination (including, without limitation, the institution of, or any such dispositive determination in, any proceeding in the PTO, the Copyright Office or any court or tribunal) regarding such Grantor’s ownership of, the validity of, or enforceability of any Intellectual Property material to the operation of such Grantor’s business or such Grantor’s right to register the same or to own and maintain the same.”


 


 




  





  











  






 


(d) Section 5(a) is hereby deleted in its entirety and the following substituted in its stead:


 


“(a)           The provisions of this Agreement shall automatically apply to any such additional property or rights described in subsections (i), (ii), (iii) and (iv) of SECTION 4(h), above, all of which shall be deemed to be and treated as “Intellectual Property” or “Licenses”, as applicable, within the meaning of this Agreement.  Within thirty (30) days following the end of each Fiscal Quarter of each Fiscal Year in which there occurred any acquisition, execution, registration or application by any Grantor of any additional registered Intellectual Property or Licenses material to the operation of such Grantor’s business, Grantor shall deliver to the Collateral Agent an updated EXHIBIT A, B, C and/or D (as applicable) to this Agreement and hereby authorizes the Collateral Agent to file, at such Grantor’s expense, such updated Exhibit as set forth in SECTION 5(b).”


 


(e) Section 7(a) is hereby deleted in its entirety and the following substituted in its stead:


 


“(a)           any Grantor’s failure, within thirty (30) days of written notice from the Collateral Agent, to cure any failure by such Grantor to observe or perform any of such Grantor’s covenants, agreements or other obligations hereunder that would reasonably be expected to materially impair the validity or priority of the security interest in the IP Collateral granted pursuant to this Agreement; and/or”


 


4. Confirmation and Ratification of Ancillary Loan Documents.


 


(a) Each of the Loan Parties hereby ratifies and confirms all of the terms and conditions of, and all of the warranties and representations set forth in, each of the Ancillary Loan Documents to which it is a party, and each of the Loan Parties acknowledges and agrees that each of the Ancillary Loan Documents (including any schedules thereto), as amended by this Agreement, remains in full force and effect.


 


(b) Each of the Facility Guarantors hereby acknowledges, confirms and agrees that the Guaranteed Obligations of the Facility Guarantors under, and as defined in, the Facility Guarantee include, without limitation, all Obligations of the Loan Parties at any time and from time to time outstanding under the Restated Credit Agreement.


 


(c) Each of the Loan Parties hereby acknowledges, confirms and agrees that the Ancillary Loan Documents, and any and all Collateral previously pledged to the Administrative Agent, for the benefit of the Secured Parties, pursuant thereto, shall continue to secure all Secured Obligations of the Loan Parties at any time and from time to time outstanding under the Restated Credit Agreement and the Ancillary Loan Documents, as such Secured Obligations have been, and may hereafter be, amended, restated, supplemented, increased or otherwise modified from time to time.


 


5. Miscellaneous.


 


(a) This Agreement may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered, shall be an original, and all of which together shall constitute one instrument.


 


(b) This Agreement expresses the entire understanding of the parties with respect to the matters set forth herein.  No prior discussions or negotiations shall limit, modify, or otherwise affect the provisions hereof.


 


(c) Any determination that any provision of this Agreement or any application hereof is invalid, illegal or unenforceable in any respect and 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 provisions of this Agreement.


 


(d) The Loan Parties, at the Loan Parties’ expense, shall execute such additional documents and undertake such additional actions as the Agent may reasonably request in order to more fully confirm, vest and perfect the Agent’s security interests, mortgages and liens in the collateral which is the subject of the Ancillary Loan Documents.


 


(e) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(f) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT.  EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.


 







[REMAINDER OF PAGE INTENTIONALLY BLANK]







 






  





  











  








IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date set forth below.


 



	
LOAN PARTIES:

	
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, as Lead Borrower

















By:           /s/ Robert LaPenta                                    


Name:           Robert LaPenta


Title:           Vice President and Treasurer

















THE ENTITIES LISTED ON SCHEDULE I HERETO, as Borrowers












By:           /s/ Robert LaPenta                                    


Name:           Robert LaPenta


Title:           Vice President and Treasurer

















THE ENTITIES LISTED ON SCHEDULE II HERETO, as Facility Guarantors












By:           /s/ Robert LaPenta                                    


Name:           Robert LaPenta


Title:           Vice President and Treasurer






















Signature Page to Confirmation Agreement









  





  











  


















ADMINISTRATIVE AGENT:                                                                           BANK OF AMERICA, N.A.












By:           _/s/ Roger Malouf_________________


Name:           Roger Malouf


Title:           Vice President



























Signature Page to Confirmation Agreement









  





  











  








SCHEDULE I


 


Borrowers


 


Burlington Coat Factory Warehouse Corporation (Lead Borrower)


Burlington Coat Factory of Alabama, LLC


Burlington Coat Factory Warehouse of Anchorage, Inc.


Burlington Coat Factory of Arizona, LLC


Burlington Coat Factory of Arkansas, LLC


Baby Depot of California, LLC


Burlington Coat Factory of California, LLC


Burlington Coat Factory of San Bernardino, LLC


MJM Designer Shoes of California, LLC


Burlington Coat Factory of Colorado, LLC


Burlington Coat Factory of Connecticut, LLC


Cohoes Fashions of Connecticut, LLC


Burlington Coat Factory of Delaware, LLC


Burlington Coat Factory of Texas, L.P.


MJM Designer Shoes of Delaware, LLC


Burlington Coat Factory of Florida, LLC


MJM Designer Shoes of Florida, LLC


Burlington Coat Factory of Georgia, LLC


Burlington Coat Factory Warehouse of Atlanta, Inc.


Burlington Coat Factory of Idaho, LLC


Burlington Coat Factory of Illinois, LLC


Burlington Coat Factory Warehouse of East St. Louis, Inc.


Burlington Coat Factory of Indiana, LLC


Burlington Coat Factory of Kansas, LLC


Burlington Coat Factory of Kentucky, Inc.


Burlington Coat Factory of Louisiana, LLC


Burlington Coat Factory of Maine, LLC


Burlington Coat Factory of Maryland, LLC


Burlington Coat Factory of Massachusetts, LLC


Cohoes Fashions of Massachusetts, LLC


Burlington Coat Factory of Michigan, LLC


Burlington Coat Factory Warehouse of Detroit, Inc.


Burlington Coat Factory Warehouse of Redford, Inc.


Burlington Coat Factory Warehouse of Grand Rapids, Inc.


Burlington Coat Factory of Minnesota, LLC


Burlington Coat Factory of Missouri, LLC


Burlington Coat Factory of Nebraska, LLC


Burlington Coat Factory of Nevada, LLC


Burlington Coat Factory of New Hampshire, LLC


Burlington Coat Factory Direct Corporation


Burlington Coat Factory Warehouse of Edgewater Park, Inc.


Burlington Coat Factory of New Jersey, LLC


Burlington Coat Factory Warehouse of New Jersey, Inc.


Cohoes Fashions of New Jersey, LLC


MJM Designer Shoes of Moorestown, Inc.


MJM Designer Shoes of New Jersey, LLC


Super Baby Depot of Moorestown, Inc.


Burlington Coat Factory of New Mexico, LLC


Burlington Coat Factory of New York, LLC


Georgetown Fashions Inc.


Monroe G. Milstein, Inc.


Cohoes Fashions of New York, LLC


MJM Designer Shoes of New York, LLC


Burlington Coat Factory of North Carolina, LLC


Burlington Coat Factory of North Dakota, LLC


Burlington Coat Factory of Ohio, LLC


Burlington Coat Factory Warehouse of Cleveland, Inc.


Burlington Coat Factory of Oklahoma, LLC


Burlington Coat Factory of Oregon, LLC


Burlington Coat Factory Warehouse of Bristol, LLC


Burlington Coat Factory of Pennsylvania, LLC


Burlington Coat Factory Warehouse of Montgomeryville, Inc.


Burlington Coat Factory Warehouse of Cheltenham, Inc.


Burlington Coat Factory Warehouse of Langhorne, Inc.


Burlington Factory Warehouse of Reading, Inc.


Burlington Coat Factory Warehouse Inc.


MJM Designer Shoes of Pennsylvania, LLC


Cohoes Fashions of Cranston, Inc.


Burlington Coat Factory of South Carolina, LLC


Burlington Coat Factory Warehouse of Charleston, Inc.


Burlington Coat Factory Warehouse of Memphis, Inc.


Burlington Coat Factory Warehouse of Shelby, Inc.


Burlington Coat Factory Warehouse of Hickory Commons, Inc.


Burlington Coat Factory Warehouse of Baytown, Inc.


MJM Designer Shoes of Texas, Inc.


Burlington Coat Factory of Utah, LLC


Burlington Coat Factory of Virginia, LLC


Burlington Coat Factory of Pocono Crossing, LLC


Burlington Coat Factory Warehouse of Coliseum, Inc.


Burlington Coat Factory of Washington, LLC


Burlington Coat Factory of West Virginia, LLC


Burlington Coat Factory of Wisconsin, LLC


BCF Cards, Inc.


Burlington Coat Factory of Puerto Rico, LLC


Burlington Coat Factory of Hawaii, LLC


Burlington Coat Factory of Montana, LLC


Burlington Coat Factory of South Dakota, LLC


Burlington Coat Factory of Vermont, LLC


Burlington Coat Factory of Iowa, LLC


Burlington Coat Factory of Mississippi, LLC


Burlington Coat Factory of Rhode Island, LLC


 












Schedules to Confirmation Agreement









  





  











  








SCHEDULE II


 


Facility Guarantors


 


Burlington Coat Factory Holdings, Inc.


Burlington Coat Factory Investments Holdings, Inc.


Burlington Coat Factory Realty of Huntsville, LLC


Burlington Coat Factory Realty of Mesa, Inc.


Burlington Coat Factory Realty of Desert Sky, Inc.


Burlington Coat Factory Realty of Dublin, Inc.


Burlington Coat Factory Realty of Florin, Inc.


Burlington Coat Factory Realty of Ventura, Inc.


Burlington Coat Realty of East Windsor, Inc.


Burlington Coat Factory of Texas, Inc.


C.F.I.C. Corporation


Burlington Coat Factory Realty Corp.


Burlington Coat Factory Realty of University Square, Inc.


Burlington Coat Factory Realty of Coral Springs, Inc.


Burlington Coat Factory Realty of West Colonial, Inc.


Burlington Coat Factory Realty of Orlando, Inc.


Burlington Coat Factory Realty of Sarasota, Inc.


K&T Acquisition Corp.


Bee Ridge Plaza, LLC


Burlington Coat Factory Realty of Morrow, Inc.


Burlington Coat Realty of Gurnee, Inc.


Burlington Coat Factory Realty of Bloomingdale, Inc.


Burlington Coat Factory Realty of River Oaks, Inc.


Burlington Coat Factory Realty of Greenwood, Inc.


Burlington Coat Factory Realty of North Attleboro, Inc.


Burlington Coat Factory Realty of Des Peres, Inc.


Burlington Coat Realty of Las Vegas, Inc.


Burlington Coat Factory Realty of Edgewater Park, Inc.


Burlington Coat Factory Realty of Paramus, Inc.


Burlington Coat Factory Realty of Pinebrook, Inc.


Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp.


Burlington Coat Factory Realty of Yonkers, Inc.


LC Acquisition Corp.


Burlington Coat Factory Realty of Tulsa, Inc.


Burlington Coat Factory Realty of West Mifflin, Inc.


Burlington Coat Factory Realty of Langhorne, Inc.


Burlington Coat Factory Realty of Whitehall, Inc.


Burlington Coat Factory Realty of Memphis, Inc.


Burlington Coat Realty of Plano, Inc.


Burlington Coat Realty of Houston, Inc.


Burlington Coat Factory Realty of Westmoreland, Inc.


Burlington Coat Factory Realty of Bellaire, Inc.


Burlington Coat Factory Realty of El Paso, Inc.


Burlington Coat Realty of Potomac, Inc.


Burlington Coat Factory Realty of Fairfax, Inc.


Burlington Coat Factory Realty of Coliseum, Inc.


Burlington Coat Factory Realty of Franklin, Inc.












Schedules to Confirmation Agreement









  





  











  













 


SCHEDULE III


 


Ancillary Loan Documents







1. Security Agreement, dated as of April 13, 2006, by and among the Loan Parties and the Collateral Agent, in favor of the Collateral Agent and the other Secured Parties (as amended and in effect)


 


2. Pledge Agreement, dated as of April 13, 2006, by and among the certain of the Loan Parties and the Collateral Agent, in favor of the Collateral Agent and the other Secured Parties (as amended and in effect)


 


3. Guaranty, dated as of April 13, 2006, executed and delivered by the Facility Guarantors, among others, in favor of the Administrative Agent, Collateral Agent, and the other Secured Parties (as amended and in effect)


 


4. Intellectual Property Security Agreement, dated as of April 13, 2006, by and among the Loan Parties and the Collateral Agent, in favor of the Collateral Agent and the other Secured Parties (as amended and in effect)


 


5. Notice of Security Interest in Trademarks, dated as of April 13, 2006, by and among the Loan Parties and the Collateral Agent, in favor of the Collateral Agent and the other Secured Parties (as amended and in effect)


 


6. Swingline Note and Revolving Credit Notes, executed and delivered by the Borrowers from time to time (as amended and in effect)


 


7. Mortgages executed and delivered by certain of the Loan Parties from time to time for various locations owned or leased by the Loan Parties as set forth on Attachment 1 to this Schedule III


 


8. Intercreditor Agreement, dated as of April 13, 2006, by and between Bank of America, N.A. as the collateral and administrative agents for the ABL Facility (as defined therein) and JPMorgan Chase Bank, N.A., as successor to Bear Stearns Corporate Lending Inc. as the Term Agent (as defined therein), and acknowledged and agreed to by the Loan Parties


 


9. Account Control Agreement, dated as of April 13, 2006, entered into by and among the Lead Borrower, Collateral Agent, and JPMorgan Chase Bank, N.A.


 


10. Credit Card Notifications executed and delivered by the Loan Parties from time to time


 


11. Landlord’s Waiver, dated as of April 13, 2006, executed and delivered by Burlington Coat Factory Warehouse of Edgewater Park Urban Renewal Corp., as Landlord, in favor of the Collateral Agent (as defined therein) and Term Loan Agent (as defined therein) with respect to real property located at 4287 Route 130 South, Edgewater Park, New Jersey


 


12. Landlord Agreement, dated as of June 1, 2006, executed and delivered by Catellus Operating Limited Partnership, as Landlord, Burlington Coat Factory of San Bernardino, LLC (f/k/a Burlington Coat Factory Warehouse of San Bernadino, LLC), ABL Agent (as defined therein), and Term Agent (as defined therein) with respect to the real property located at 570-A East Mill Street, San Bernardino, California 94161


 


13. Warehouse Waiver, dated as of April 13, 2006, executed and delivered by ACT Fulfillment, LLC in favor of the Collateral Agent (as defined therein) and Term Loan Agent (as defined therein) with respect to the warehouse located at 1151A South Mildred Avenue, Ontario, California 91761


 


14. Customs Broker Agreement, dated as of April 13, 2006, executed and delivered by the Lead Borrower and UPS Supply Chain Solutions, Inc. in favor of the ABL Agent (as defined therein) and Term Agent (as defined therein)


 


15.  Customs Broker Agreement, dated as of April 13, 2006, executed and delivered by the Lead Borrower and The Janel Group of New York, Inc. in favor of the ABL Agent (as defined therein) and Term Agent (as defined therein)


 


16. Customs Broker Agreement, dated as of April 12, 2006, executed and delivered by the Lead Borrower and L.E. Coppersmith, Inc. in favor of the ABL Agent (as defined therein) and Term Agent (as defined therein)


 

















Schedules to Confirmation Agreement









  





  











  


















ATTACHMENT 1 TO SCHEDULE III







Registered Mortgages








	
Store #

	
Address

	
City

	
County

	
State

	
Zip Code

	
Recording Information


	
Owned Properties


	
000 / 991 / 053

	
1830 Route 130 North

	
Burlington

	
Burlington

	
NJ

	
08016-2016

	
MB10894


PG 856


	
001

	
1250 Route 130 North

	
Burlington

	
Burlington

	
NJ

	
08016-2016

	
MB 10894


PG 813


	
002

	
1501 W. Zellman Court

	
Milwaukee

	
Milwaukee

	
WI

	
53221-5253

	
Doc#09226919; amendment was recorded at Doc# 09758389


	
005

	
40 Route 46 West

	
Pinebrook

	
Morris

	
NJ

	
07058-9383

	
File #2006036917


Book: 20487, Page: 1583


	
007 / 813

	
Baltimore Pike & Oak Ave

	
Clifton Heights

	
Delaware

	
PA

	
19018

	
RD BK03796-2117


2006043484


	
055

	
7030 Memorial Drive

	
Tulsa

	
Tulsa

	
OK

	
74133-2000

	
Doc # 2006047713


	
070

	
8320 South Cicero Ave

	
Burbank

	
Cook

	
IL

	
60459-2801

	
Doc#0611531083


	
079

	
5976 South State Street

	
Murray

	
Salt Lake

	
UT

	
84107-7223

	
Book 9282


Page 4356-4378


	
111

	
2101 Barrett Station Road

	
Des Peres

	
St. Louis

	
MO

	
63131-1606

	
Book 17134


Page 2325


	
152

	
10 Prospect Hill Terrace

	
East Windsor

	
Hartford

	
CT

	
06088-9671

	
Instr#2006001073


	
177

	
5858 S. Padre Island Drive

	
Corpus Christi

	
Nueces

	
TX

	
78412-3900

	
Doc# 2006022034


	
198

	
6104 Grand Avenue

	
Gurnee

	
Lake

	
IL

	
60031-1650

	
5990925


	
199

	
2700 Potomac Mills Circle Suite 445

	
Prince William

	
Prince William

	
VA

	
22192-4625

	
Instr# 200604200061538


	
203

	
121 West Parker Road

	
Piano

	
Collin

	
TX

	
75075-6901

	
2006-0503000589610


	
213

	
5959 West Sahara Avenue

	
Las Vegas

	
Clark

	
NV

	
89146-3126

	
20060421-0001443


	
232

	
8415 FM 1960 W

	
Houston

	
Harris

	
TX

	
77070-5609

	
Z268596


RP ###-##-####


	
288

	
16895 S. Torrance Road

	
Lansing

	
Cook

	
IL

	
60438-6019

	
Doc# 0611531081


	
290

	
1516 South Lane Parkway

	
Morrow

	
Clayton

	
GA

	
30260-3021

	
BK 08605 PG675


	
322

	
8204 S. Orange Blossom Trail

	
Orlando

	
Orange

	
FL

	
32809-7606

	
Recorded twice to correct stamp tax ref:


1. Instr# 20060339632, or BK 08658, Page 1746


2. Instr# 20060263258, or BK 08601, Page 2605


	
323

	
4762 Telephone Road

	
Ventura

	
Ventura

	
CA

	
93003-5200

	
20060420-0084801


	
333

	
310 Andover Street

	
Peabody

	
Essex

	
MA

	
01960-1524

	
Ins. 2007022100154


Bk:26578, Pg: 413


	
366

	
6225 East Southern Avenue


Superstition Springs Shopping Center

	
Mesa

	
Maricopa

	
AZ

	
85206-3714

	
20060523152


	
367

	
7611 West Thomas Road

	
Phoenix

	
Maricopa

	
AZ

	
85033-5433

	
20060523097


	
369

	
6900 Amador Plaza Road

	
Dublin

	
Alameda

	
CA

	
94568-2391

	
2009048338


	
370 / 410

	
5601 Florin Road Store 101

	
Sacramento

	
Sacramento

	
CA

	
95823-2204

	
Bk: 20060420


Page: 0312


	
372

	
3 Stratford Square Mall

	
Bloomingdale

	
Du Page

	
IL

	
60108-2287

	
R2006-080494


	
373 / 143

	
3662 West Camp Wisdom Road

	
Dallas

	
Dallas

	
TX

	
75237-2570

	
200600159985


	
374 / 144

	
5830 North Division Street

	
Spokane

	
Spokane

	
WA

	
99207-1207

	
5368982


	
375

	
2252 East Fowler Avenue

	
Tampa

	
Hillsborough

	
FL

	
33612-5518

	
Instr# 2006201484 –partial release was recorded at Inst#2008036172, Book: 18409, Page: 433


	
377 / 861

	
3941 Cattlemen Road

	
Sarasota

	
Sarasota

	
FL

	
34233-5001

	
Ins # 2006077946


	
392

	
300 Sharpstown Center

	
Houston

	
Harris

	
TX

	
77036-5041

	
Z268600


RP ###-##-####


	
400

	
6125 University Drive NW

	
Huntsville

	
Madison

	
AL

	
35806-1757

	
20060420000258070


	
402

	
6251 West Sample Road

	
Coral Springs

	
Broward

	
FL

	
33067-3175

	
Instr#106016252


	
403

	
4991 Stage Road

	
Memphis

	
Shelby

	
TN

	
38128-5094

	
#06060977; partial release recorded at #09120533


	
409

	
7901 US Highway 31 South

	
Indianapolis

	
Marion

	
IN

	
46227-5906

	
Inst# 2006-0054175


	
453

	
7475 W. Colonial Drive

	
Orlando

	
Orange

	
FL

	
32818-6508

	
Recorded twice to correct stamp tax ref:


1. Instr# 20060339633, or BK 08658, Page 1768


2. Instr# 20060265634, or BK 08603, Page 1714


	
486

	
1144 Yarbrough Drive

	
El Paso

	
El Paso

	
TX

	
79925

	
Doc# 20060039528


	
505

	
4287 A Route 130 South

	
Edgewater Park

	
Burlington

	
NJ

	
08010

	
MB 10902


PG 456


	
820

	
1130 Route 130 North

	
Burlington

	
Burlington

	
NJ

	
08016

	
MB 10894


PG 690


	
820A

	
1200 Route 130 North

	
Burlington

	
Burlington

	
NJ

	
08016

	
MB 10894


PG 772


	
820B

	
1164 Route 130 North

	
Burlington

	
Burlington

	
NJ

	
08016

	
MB 10894


PG 731


	
Ground Leases


	
190

	
500 East Expressway #83

	
McAllen

	
Hidalgo

	
TX

	
78503-1615

	
2006-1615483


	
401

	
3000 Mountain View Drive

	
West Mifflin

	
Allegheny

	
PA

	
15122-2430

	
Doc #2006-41272


	
415

	
44 US Highway 46

	
Pinebrook

	
Morris

	
NJ

	
07058-9383

	
File #2006036912


	
422

	
2661 McArthur Road

	
Whitehall

	
Lehigh

	
PA

	
18052-3818

	
Doc ID#7336344


	
Operating Leases


	
512

	
570-A East Mill Street

	
San Bernardino

	
San Bernardino

	
CA

	
94161-1981

	
Doc#2006-0584123, as amended by Doc# 2009-0313644






















Schedules to Confirmation Agreement









  





  











  













Annex A







Updates to Security Agreement Schedules

















Annex A to Confirmation Agreement









  





  











  













Annex B







Updates to Intellectual Property Security Agreement Schedules

















Annex B to Confirmation Agreement









  





  











  








Annex C







Updates to Pledge Agreement Schedules

















Annex C to Confirmation Agreement









  





  











  








Annex D







Updates to Other Ancillary Loan Document Schedules

















NONE

















Annex D to Confirmation Agreement









  





  











  


















1185560.4












Annex D to Confirmation Agreement