Exhibit 10.7


 


AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT


 


by and among


 


LERNER NEW YORK, INC. and


 


LERNCO, INC.,


 


as Borrowers,


 


CONGRESS FINANCIAL
CORPORATION


 


as Agent,


 


WACHOVIA BANK, NATIONAL
ASSOCIATION


 


as Arranger,


 


THE CIT GROUP/BUSINESS CREDIT, INC.


 


as Documentation Agent


 


and


 


THE PERSONS NAMED HEREIN,


 


as Lenders


 


Dated: March 16, 2004


 

















 


Table of Contents


 


	
  Section 1.

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  CREDIT FACILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Revolving Loans.

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Letter of Credit
  Accommodations.

  	
   

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Term Loan

  	
   

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  Commitments

  	
   

  
	
   

  	
   

  	
   

  
	
  2.5

  	
  Bank Products

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  INTEREST AND FEES

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Interest.

  	
   

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Changes in
  Laws and Increased Costs of Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Conditions
  Precedent to Effectiveness of Agreement and Extension of Term Loan

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Conditions
  Precedent to All Loans and Letter of Credit Accommodations

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  GRANT AND PERFECTION OF
  SECURITY INTEREST

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Grant of Security Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Perfection of Security
  Interests.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  COLLECTION AND
  ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Borrowers’
  Loan Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Statements

  	
   

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Collection
  of Accounts.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Payments.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Authorization to Make Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  Use of Proceeds

  	
   

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  Pro Rata
  Treatment

  	
   

  
	
   

  	
   

  	
   

  
	
  6.8

  	
  Sharing
  of Payments, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.9

  	
  Settlement
  Procedures.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.10

  	
  Obligations
  Several; Independent Nature of Lenders’ Rights.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  COLLATERAL REPORTING AND
  COVENANTS

  	
   

  



 


i

















 


	
  7.1

  	
  Collateral
  Reporting.

  	
   

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Accounts
  Covenants.

  	
   

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Inventory
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  Equipment
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  7.5

  	
  Power of
  Attorney

  	
   

  
	
   

  	
   

  	
   

  
	
  7.6

  	
  Right to Cure.

  	
   

  
	
   

  	
   

  	
   

  
	
  7.7

  	
  Access to
  Premises.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Corporate
  Existence, Power and Authority

  	
   

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Name;
  State of Organization; Chief Executive Office; Collateral Locations.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Financial
  Statements; No Material Adverse Change.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  Priority of
  Liens; Title to Properties

  	
   

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  Tax Returns

  	
   

  
	
   

  	
   

  	
   

  
	
  8.6

  	
  Litigation

  	
   

  
	
   

  	
   

  	
   

  
	
  8.7

  	
  Compliance
  with Other Agreements and Applicable Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  8.8

  	
  Environmental
  Compliance.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.9

  	
  Employee
  Benefits.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.10

  	
  Bank Accounts, etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.11

  	
  Intellectual
  Property

  	
   

  
	
   

  	
   

  	
   

  
	
  8.12

  	
  Subsidiaries;
  Affiliates; Capitalization; Solvency.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.13

  	
  Labor Disputes.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.14

  	
  Restrictions on
  Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  8.15

  	
  Material
  Contracts

  	
   

  
	
   

  	
   

  	
   

  
	
  8.16

  	
  Credit
  Card Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  8.17

  	
  Payable
  Practices.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.18

  	
  Accuracy and
  Completeness of Information.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.19

  	
  No Defaults

  	
   

  
	
   

  	
   

  	
   

  
	
  8.20

  	
  Acquisition
  Documents; Transition Services

  	
   

  
	
   

  	
   

  	
   

  
	
  8.21

  	
  Survival of
  Warranties; Cumulative

  	
   

  



 


ii

















 


	
  Section 9.

  	
  AFFIRMATIVE AND NEGATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Maintenance
  of Existence.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  New
  Collateral Locations

  	
   

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  Compliance
  with Laws, Regulations, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.4

  	
  Payment of Taxes and
  Claims.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.5

  	
  Insurance.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.6

  	
  Financial
  Statements and Other Information.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.7

  	
  Sale of Assets,
  Consolidation, Merger, Dissolution, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.8

  	
  Encumbrances

  	
   

  
	
   

  	
   

  	
   

  
	
  9.9

  	
  Indebtedness

  	
   

  
	
   

  	
   

  	
   

  
	
  9.10

  	
  Prepayments and Amendments;
  Loans, Investments, Etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.11

  	
  Dividends and Redemptions

  	
   

  
	
   

  	
   

  	
   

  
	
  9.12

  	
  Transactions with
  Affiliates

  	
   

  
	
   

  	
   

  	
   

  
	
  9.13

  	
  Compliance
  with ERISA

  	
   

  
	
   

  	
   

  	
   

  
	
  9.14

  	
  End of Fiscal
  Years; Fiscal Quarters

  	
   

  
	
   

  	
   

  	
   

  
	
  9.15

  	
  Change in
  Business

  	
   

  
	
   

  	
   

  	
   

  
	
  9.16

  	
  Limitation
  of Restrictions Affecting Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  9.17

  	
  Minimum Excess Availability

  	
   

  
	
   

  	
   

  	
   

  
	
  9.18

  	
  Financial
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  9.19

  	
  License
  Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  9.20

  	
  After Acquired Real
  Property

  	
   

  
	
   

  	
   

  	
   

  
	
  9.21

  	
  Costs and
  Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  9.22

  	
  Credit Card Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  9.23

  	
  Further
  Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  9.24

  	
  Private Label Credit Cards

  	
   

  
	
   

  	
   

  	
   

  
	
  9.25

  	
  Termination
  of Transition Services Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  9.26

  	
  Cash
  Collateral Account

  	
   

  
	
   

  	
   

  	
   

  
	
  9.27

  	
  Certain Collateral
  Access Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  EVENTS OF DEFAULT AND
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Events of
  Default

  	
   

  



 


iii

















 


	
  10.2

  	
  Remedies.

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 11.

  	
  JURY TRIAL WAIVER; OTHER
  WAIVERS AND CONSENTS; GOVERNING LAW

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Governing
  Law; Choice of Forum; Service of Process; Jury Trial Waiver

  	
   

  
	
   

  	
   

  	
   

  
	
  11.2

  	
  Waiver of
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  11.3

  	
  Amendments
  and Waivers.

  	
   

  
	
   

  	
   

  	
   

  
	
  11.4

  	
  Waiver
  of Counterclaims

  	
   

  
	
   

  	
   

  	
   

  
	
  11.5

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.

  	
  THE AGENT

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Appointment, Powers and
  Immunities

  	
   

  
	
   

  	
   

  	
   

  
	
  12.2

  	
  Reliance by
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  12.3

  	
  Events of Default.

  	
   

  
	
   

  	
   

  	
   

  
	
  12.4

  	
  Congress in its
  Individual Capacity

  	
   

  
	
   

  	
   

  	
   

  
	
  12.5

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  12.6

  	
  Non-Reliance on
  Agent and Other Lenders.

  	
   

  
	
   

  	
   

  	
   

  
	
  12.7

  	
  Failure to Act.

  	
   

  
	
   

  	
   

  	
   

  
	
  12.8

  	
  Additional Revolving Loans

  	
   

  
	
   

  	
   

  	
   

  
	
  12.9

  	
  Concerning
  the Collateral and the Related Financing Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  12.10

  	
  Field Audit, Examination
  Reports and other Information; Disclaimer by Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
  12.11

  	
  Collateral
  Matters.

  	
   

  
	
   

  	
   

  	
   

  
	
  12.12

  	
  Agency
  for Perfection.

  	
   

  
	
   

  	
   

  	
   

  
	
  12.13

  	
  Successor Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 13.

  	
  JOINT AND SEVERAL
  LIABILITY; SURETYSHIP WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Independent
  Obligations; Subrogation

  	
   

  
	
   

  	
   

  	
   

  
	
  13.2

  	
  Authority
  to Modify Obligations and Security

  	
   

  
	
   

  	
   

  	
   

  
	
  13.3

  	
  Waiver of
  Defenses

  	
   

  
	
   

  	
   

  	
   

  
	
  13.4

  	
  Exercise of
  Agent’s and Lenders’ Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  13.5

  	
  Additional
  Waivers

  	
   

  
	
   

  	
   

  	
   

  
	
  13.6

  	
  Additional
  Indebtedness

  	
   

  
	
   

  	
   

  	
   

  
	
  13.7

  	
  Notices, Demands, Etc

  	
   

  



 


iv

















 


	
  13.8

  	
  Revival

  	
   

  
	
   

  	
   

  	
   

  
	
  13.9

  	
  Understanding
  of Waivers

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 14.

  	
  TERM; MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Term

  	
   

  
	
   

  	
   

  	
   

  
	
  14.2

  	
  Interpretative Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  14.3

  	
  Notices.

  	
   

  
	
   

  	
   

  	
   

  
	
  14.4

  	
  Partial
  Invalidity

  	
   

  
	
   

  	
   

  	
   

  
	
  14.5

  	
  Confidentiality.

  	
   

  
	
   

  	
   

  	
   

  
	
  14.6

  	
  Successors

  	
   

  
	
   

  	
   

  	
   

  
	
  14.7

  	
  Assignments; Participations

  	
   

  
	
   

  	
   

  	
   

  
	
  14.8

  	
  Entire
  Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  14.9

  	
  Counterparts, Etc.

  	
   

  



 


v

















 


INDEX OF SCHEDULES AND EXHIBITS


 


	
  Exhibit A-1

  	
   

  	
  Form of Assignment and
  Acceptance Agreement for Revolving Loan Lenders

  
	
  Exhibit A-2

  	
   

  	
  Form of Assignment and
  Acceptance Agreement for Term Loan Lenders

  
	
  Exhibit B

  	
   

  	
  Form of Borrowing Base
  Certificate

  
	
  Exhibit C

  	
   

  	
  Form of Compliance
  Certificate

  
	
  Exhibit I

  	
   

  	
  Information
  Certificates

  
	
   

  	
   

  	
   

  
	
  Schedule 1.60

  	
   

  	
  EBITDA Adjustments

  
	
  Schedule 1.67

  	
   

  	
  Locations of Inventory

  
	
  Schedule 1.83

  	
   

  	
  Fiscal Year-End; First
  Quarter-End; Second Quarter-End; Third Quarter-End; Fourth Quarter-End

  
	
  Schedule 1.206

  	
   

  	
  Total Commitment

  
	
  Schedule 5.2(b)

  	
   

  	
  Chattel Paper and
  Instruments

  
	
  Schedule 5.2(e)

  	
   

  	
  Investment Property

  
	
  Schedule 5.2(f)

  	
   

  	
  Letters of Credit, Etc.
  of Borrowers

  
	
  Schedule 5.2(g)

  	
   

  	
  Commercial Tort Claims

  
	
  Schedule 8.8

  	
   

  	
  Environmental
  Compliance

  
	
  Schedule 8.9(c)

  	
   

  	
  ERISA Affiliates
  Transactions

  
	
  Schedule 8.13

  	
   

  	
  Collective Bargaining
  Agreements

  
	
  Schedule 8.15

  	
   

  	
  Material Contracts

  
	
  Schedule 8.16

  	
   

  	
  Credit Card Agreements

  
	
  Schedule 9.9(h)

  	
   

  	
  Permitted Intercompany
  Indebtedness

  
	
  Schedule 9.10

  	
   

  	
  Permitted Loans

  
	
  Schedule 9.11(f)

  	
   

  	
  Permitted Uses of
  Certain Permitted Dividends

  



 

















 


AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT


 


This Amended and Restated Loan and Security Agreement
dated as of March 16, 2004 (this “Agreement”) is entered into by and
among Lerner New York, Inc., a Delaware corporation (“Lerner”), and
Lernco, Inc., a Delaware corporation (“Lernco” and together with Lerner,
“Borrowers” and individually each a “Borrower”), as borrowers,
the Lenders (as defined herein), Congress Financial Corporation, a Delaware
corporation, in its capacity as agent for the Lenders and the Bank Product
Providers (in such capacity, “Agent”), The CIT Group/Business Credit,
Inc., a New York corporation, in its capacity as documentation agent for
Lenders (in such capacity, “Documentation Agent”), and Wachovia Bank,
National Association, as the arranger for the Lenders (“Arranger”).


 


W I T N E S S E T H:


 


WHEREAS, Lerner, the persons party thereto as lenders
(the “Original Lenders”), Agent, Documentation Agent  and Arranger have previously entered into
that certain Loan and Security Agreement, dated as of November 27, 2002, as
amended by that certain First Amendment to Loan and Security Agreement, dated
as of December 8, 2003 (as amended, the “Original Loan Agreement”),
pursuant to which, among other things, the Original Lenders have provided
certain loans and other financial accommodations to Lerner, which obligations
were guaranteed by Lernco and certain other affiliates of Lerner;


 


WHEREAS, Lerner and Lernco are wholly-owned
Subsidiaries of Lerner New York Holding, Inc., a Delaware corporation (“Parent”)
and together they are inter-related entities which collectively constitute an
integrated clothing retailer;


 


WHEREAS, the directors of each Borrower view the
entities as sufficiently dependent upon each other and so inter-related that
any advance made hereunder to any Borrower would benefit both of the Borrowers
as a result of their consolidated operations and identity of interests;


 


WHEREAS, each Borrower has requested that Agent and
the Lenders treat them as co-borrowers hereunder, jointly and severally
responsible for the obligations of each other hereunder;


 


WHEREAS, Borrowers have also requested that certain
other amendments be made to the Original Loan Agreement to, among other things,
provide for the Term Loan (as defined herein), permit the incurrence of the
Bond Debt (as defined herein), permit the repayment of the Subordinated Note
(as defined herein) and permit a dividend to be made to Parent, all as more
fully set forth herein;


 


WHEREAS, each Revolving Loan Lender is willing
(severally and not jointly) to continue to make revolving loans and other
financial accommodations, and each Term Loan Lender is willing (severally and
not jointly) to make a term loan, to Borrowers, in each case on a pro  rata
basis according to its commitments provided for herein on the terms and
conditions set forth therein, and Agent is willing to continue to act as agent
for the Lenders on the terms and conditions set forth herein; and


 

















 


WHEREAS, the parties hereto have agreed to amend and
restate, in their entirety, the agreements contained in the Original Loan
Agreement on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the mutual
conditions and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto amend and restate the Original Loan Agreement and agree as
follows:


 


SECTION
1.                                      DEFINITIONS


 


For purposes of this Agreement, the following terms
shall have the respective meanings given to them below:


 


1.1           “Ableco” shall mean Ableco
Finance LLC, a Delaware limited liability company.


 


1.2           “Accounts” shall mean all
present and future rights of each Borrower to payment of a monetary obligation,
whether or not earned by performance, which is not evidenced by chattel paper
or an instrument, (a) for property that has been or is to be sold, leased,
licensed, assigned, or otherwise disposed of, (b) for services rendered or
to be rendered, (c) for a secondary obligation incurred or to be incurred,
or (d) arising out of the use of a credit or charge card or information
contained on or for use with any such card.


 


1.3           “ACH Transactions” shall mean
any cash management or related services, including the automatic clearing house
transfer of funds by Agent or any of its Affiliates for the account of a
Borrower or a Subsidiary of a Borrower pursuant to agreement, or overdrafts.


 


1.4           “Acquisition” shall mean the
purchase by NY&Co of all the Capital Stock of Parent owned by Seller, and
all other transactions related thereto, pursuant to the Acquisition Documents.


 


1.5           “Acquisition Documents” shall
mean that certain Stock Purchase Agreement, dated November 22, 2002, entered
into by and among Parent, NY&Co and Seller, the Covenant Agreement, and all
other documents related to such Stock Purchase Agreement, each in the form of
such other documents dated as of November 27, 2002 and entered into by and
among the Parent, NY&Co and Seller.


 


1.6           “Adjusted Eurodollar Rate”
shall mean, with respect to each Interest Period for any Eurodollar Rate Loan,
the rate per annum (rounded upwards, if necessary, to the next one-sixteenth
(1/16) of one percent (1%)) determined by dividing (a) the Eurodollar Rate for
such Interest Period by (b) a percentage equal to: (i) one (1) minus
(ii) the Reserve Percentage.  For
purposes hereof, “Reserve Percentage” shall mean the reserve percentage,
expressed as a decimal, prescribed by any United States or foreign banking
authority for determining the reserve requirement which is or would be
applicable to deposits of United States dollars in a non-United States or an
international banking office of the Reference Bank used to fund a Eurodollar
Rate Loan or any Eurodollar Rate Loan made with the proceeds of such deposit,
whether or not the Reference Bank actually holds or has made any such deposits
or loans.  The Adjusted


 


2

















 


Eurodollar
Rate shall be adjusted on and as of the effective day of any change in the
Reserve Percentage.


 


1.7           “Affiliate” shall mean, with
respect to a specific Person, any other Person which directly or indirectly,
through one or more intermediaries, controls or is controlled by or is under
common control with such Person.  For
the purposes of this definition, the term “control” (including with correlative
meanings, the terms “controlled by” and “under common control with”), as used
with respect to any Person, means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of Voting Stock, by agreement or
otherwise.


 


1.8           “Agent” shall have the meaning
set forth in the introduction hereof.


 


1.9           “Agent Payment Account” shall
mean account no. 5000000030279 of Agent at Wachovia Bank, National Association,
located in Charlotte, North Carolina, ABA no. 053000219, or such other account
of Agent as Agent may from time to time designate to Borrowers as the Agent Payment Account for
purposes of this Agreement and the other Financing Agreements.


 


1.10         “Approved Fund” shall mean with
respect to Ableco or any other Lender that is a fund or similar investment
vehicle that makes or invests in commercial loans, any fund or similar
investment vehicle that invests in commercial loans which is managed or advised
by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.


 


1.11         “Arrangement Letter” shall mean
that certain confidential letter agreement, captioned “Arrangement Letter,”
dated as of the date hereof, between Borrowers and Arranger.


 


1.12         “Arranger” shall have the
meaning set forth in the introduction hereof.


 


1.13         “Assignment and Acceptance”
shall mean an Assignment and Acceptance substantially in the form of Exhibit
A-1 or Exhibit A-2 attached hereto (with blanks appropriately completed)
delivered to Agent in connection with an assignment of a Lender’s interest
hereunder in accordance with the provisions of Section 14.7 hereof.


 


1.14         “Associated Lerner” shall mean
Associated Lerner Shops of America, Inc., a New York corporation.


 


1.15         “Authorized Officer” shall mean
either Richard Crystal or Ronald Ristau or such other person as the Board of
Directors of each Borrower or both Richard Crystal and Ronald Ristau may
designate by written notice to Agent.


 


1.16         “Availability Compliance Period”
shall mean the period of time beginning upon a Compliance Triggering Event and
continuing through the Availability Compliance Reinstatement Date.


 


1.17         “Availability Compliance
Reinstatement Date” shall mean the 90th consecutive day on which
either (a) the Compliance Excess Availability is equal to at least $15,000,000
or (b) all of the following are true (i) the outstanding balance of the
Revolving Loans is


 


3

















 


$10,000,000
or less, (ii) the Borrowers have $50,000,000 or more in Qualified Cash, as
determined by Agent, and (iii) the Compliance Excess Availability is equal to
at least $10,000,000.


 


1.18         “Availability Compliance Report”
shall mean a compliance report delivered by Borrowers to Agent on a monthly
basis during the Availability Compliance Period, in form and substance
satisfactory to Agent.


 


1.19         “Average Excess Availability”
shall mean the average daily amount, as determined by Agent for the immediately
preceding fiscal quarter, of Compliance Excess Availability.


 


1.20         “Bank Products” shall mean any
one or more of the following types of services or facilities extended to a
Borrower or a Subsidiary of a Borrower by a Bank Product Provider: (a) credit
cards, (b) ACH Transactions, (c) Hedging Transactions, and (d) foreign exchange
contracts.


 


1.21         “Bank Product Providers” shall
mean Agent and any of its Affiliates that may, from time to time, provide any
Bank Products to any Borrower or any Subsidiary of a Borrower.


 


1.22         “Bank Product Reserve” shall
mean any and all reserves that Agent may establish from time to time, in its
sole discretion, for the Bank Products then provided and outstanding so long as
either (i) such reserve was established by Agent at the time the Bank Product
related thereto was provided by a Bank Product Provider or (ii) such reserve
was established with the consent of the Required Term Loan Lenders.


 


1.23         “Blocked Accounts” shall have
the meaning set forth in Section 6.3(a) hereof.


 


1.24         “Bond Debt” shall have the
meaning set forth in Section 9.9(d) hereof.


 


1.25         “Bond Debt Documentation” shall
have the meaning set forth in Section 9.9(d) hereof.


 


1.26         “Bond Debt Side Letter” shall
mean that certain letter agreement between Borrowers and Agent, dated the date
hereof, regarding the Bond Debt, as the same may be amended, modified or
supplemented from time to time.


 


1.27         “Borrowing Base” shall mean, at
any time, the amount equal to:


 


(a)           the lesser of:


 


(i)            the amount equal to:


 


(A)          the lesser of (1) fifty percent (50%)
of the Net Amount of Eligible Sell-Off Vendors Receivables, or (2) $1,500,000
during the Seasonal Advance Period or $1,000,000 during the Non-Seasonal
Advance Period, plus


 


4

















 


(B)           the lesser of (1) fifty percent (50%)
of the Net Amount of Eligible Damaged Goods Vendors Receivables, or (2)
$1,000,000, plus


 


(C)           eighty-five percent (85%) of the Net
Amount of the Eligible Credit Card Receivables, plus


 


(D)          the lesser of:


 


(1)  the Inventory Loan Limit or


 


(2)  the lesser of


 


(y)           the sum of:


 


(i)            seventy-five percent (75%) (or
eighty percent (80%) during the Seasonal Advance Period) multiplied by the sum
of (A) the Value of the Eligible Landed Inventory of Borrowers consisting of
finished goods minus (B) the amount of shrinkage and/or material variances in
Inventory counts as determined by Agent, plus


 


(ii)           the lesser of seventy percent (70%)
multiplied by the Value of the Eligible Domestic In-Transit Inventory of
Borrowers or $5,000,000, plus


 


(iii)          the lesser of (A) seventy-five percent
(75%) (or eighty percent (80%) during the Seasonal Advance Period) multiplied
by the Landed Value of Eligible In-Transit Inventory or (B) $20,000,000, plus


 


(iv)          the lesser of (A) seventy-five percent
(75%) (or eighty percent (80%) during the Seasonal Advance Period) multiplied
by the Landed Value of Eligible In-Transit LC Inventory or (B) $20,000,000, or


 


(z)            eighty-five percent (85%) (or ninety
percent (90%) during the Seasonal Advance Period) of the Net Recovery
Percentage multiplied by the Value of such Eligible Inventory, as reflected on
the most recent appraisal of the Inventory received and accepted by Agent prior
to the date of calculation, plus


 


(E)           subject to Agent’s satisfactory
review of the establishment of a Cash Collateral Account and if the then
outstanding balance of the Revolving Loans has been less than $5,000,000 for
more than one


 


5

















 


Business Day
immediately prior to such date of determination, the lesser of (1) ninety-five
percent (95%) of the available balance (as determined by Agent) of such Cash
Collateral Account or (2) $30,000,000, or


 


(ii)           the Revolving Loan Limit, minus,


 


(b)           the Reserves and the Bank Product
Reserves.


 


For purposes of this definition, the advance rates set
forth in subparagraph (a)(i)(D)(2) above will be subject to be decreased, upon
Agent providing not less than ten (10) Business Days prior telephonic or
electronic notice only to Borrowers, based on the results satisfactory to Agent
of appraisals of the Inventory conducted twice during any calendar year and to
be conducted on a “going out of business sale” basis, net of liquidation
expenses, at the expense of Borrowers, conducted by appraisers acceptable to
Agent.  For purposes only of applying
the Inventory Loan Limit, Agent may treat the then undrawn amounts of
outstanding Letter of Credit Accommodations for the purpose of purchasing
Eligible Inventory as Revolving Loans to the extent Agent is in effect basing
the issuance of the Letter of Credit Accommodations on the Value of the
Eligible Inventory being purchased with such Letter of Credit
Accommodations.  In determining the
actual amounts of such Letter of Credit Accommodations to be so treated for
purposes of the sublimit, the outstanding Revolving Loans and Reserves shall be
attributed first to any components of the lending formulas set forth above that
are not subject to such sublimit, before being attributed to the components of
the lending formulas subject to such sublimit. 
The amounts of Eligible Inventory shall be determined based on the
lesser of the amount of Inventory set forth in the general ledgers of Borrowers
or the perpetual inventory records maintained by Borrowers.  Agent shall have the right to establish
Reserves against or sublimits in the Borrowing Base in such amounts and with
respect to such matters as Agent in its sole discretion shall deem necessary or
appropriate, at all times and after Agent has completed its updated field
audits, examinations and appraisals of the Collateral; provided, however,
that, so long as no Event of Default has occurred and is continuing and
Borrowers are not in an Availability Compliance Period, Agent shall only give
to Borrowers ten (10) Business Days’ telephonic or electronic notice if (a)
Agent establishes Reserves relating to new categories of Reserves, (b) Agent
changes the methodology of calculating Reserves, or (c) Agent establishes
sublimits in the Borrowing Base.  The
foregoing notwithstanding, in the event Agent is required to establish Reserves
to preserve or protect or maximize the value of the Collateral, Agent shall
only provide Borrowers with notice at the time such Reserve is established.


 


1.28         “Borrowing Base Certificate”
shall have the meaning given in Section 7.1(a)(vi) hereof.


 


1.29         “BSMB” shall mean BSMB/NYCG,
LLC, a Delaware limited liability company.


 


1.30         “Business Day” shall mean any
day other than a Saturday, Sunday, or other day on which commercial banks are
authorized or required to close under the laws of the State of New York,
or the State of North Carolina, and a day on which Agent is open for the
transaction of business, except that if a determination of a Business Day shall
relate to any Eurodollar Rate Loans, the term Business Day shall also exclude
any day on which banks are closed for dealings in dollar deposits in the London
interbank market or other applicable Eurodollar Rate market.


 


6

















 


1.31         “Buy-Out Notice” shall have the
meaning given in Section 10.2(d)(ii) hereof.


 


1.32         “Capital Leases” shall mean, as
applied to any Person, any lease of (or any agreement conveying the right to
use) any property (whether real, personal or mixed) by such Person as lessee
which in accordance with GAAP, is required to be reflected as a liability on
the balance sheet of such Person.


 


1.33         “Capital Stock” shall mean, with
respect to any Person, any and all shares, interests, participations or other
equivalents (however designated) of such Person’s capital stock or partnership,
limited liability company or other equity interests at any time outstanding,
and any and all rights, warrants or options exchangeable for or convertible
into such capital stock or other interests (but excluding any debt security
that is exchangeable for or convertible into such capital stock).


 


1.34         “Cash Collateral Account” shall
mean a deposit account: (a) maintained by a Borrower as a collateral account
with either Wachovia Bank, National Association or LaSalle National Bank, and
otherwise mutually satisfactory to Lerner, Agent and the Lenders; (b) that is a
money market account which does not contain stocks, bonds, other investment
property or interests in such investment property; (c) used by such Borrower to
deposit cash collateral for the purpose of supporting advances described in Section
1.27(a)(i)(E) hereof; (d) which contains readily available funds sufficient to
support any and all advances that may be requested by Borrowers pursuant to
Section 1.27(a)(i)(E) hereof, as determined by Agent; and (e) which is subject
to the Cash Collateral Account Control Agreement.  For purposes of clarification, there is no dollar limit on the
amount of cash, cash equivalents or investment property that may be deposited
in or credited to a Cash Collateral Account at any time.


 


1.35         “Cash Collateral Account Control
Agreement” means a Deposit Account Control Agreement, which, among other
things, (a) prohibits the Borrowers from withdrawing or transferring any
amounts or investment property from such account except upon the conditions set
forth in Section 9.26(f), (b) provides that the bank at which such account is
maintained will provide to Agent a daily report as to the balance of such
account, and (c) and is otherwise satisfactory to Agent in form and substance.


 


1.36         “Cash Equivalents” shall mean, at
any time, (a) any evidence of Indebtedness with a maturity date of ninety (90)
days or less issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof; provided, that,
the full faith and credit of the United States of America is pledged in support
thereof; (b) certificates of deposit or bankers’ acceptances with a maturity of
ninety (90) days or less of any financial institution that is a member of the
Federal Reserve System having combined capital and surplus and undivided
profits of not less than $250,000,000; (c) commercial paper (including variable
rate demand notes) with a maturity of ninety (90) days or less issued by a
corporation (except an Affiliate of any Borrower) organized under the laws of
any State of the United States of America or the District of Columbia and rated
at least A-1 by Standard & Poor’s Ratings Service, a division of The
McGraw-Hill Companies, Inc. or at least P-1 by Moody’s Investors Service, Inc.;
(d) repurchase obligations with a term of not more than thirty (30) days for
underlying securities of the types described in clause (a) above entered into
with any financial institution having combined capital and surplus and
undivided profits of not less than $250,000,000; (e) repurchase


 


7

















 


agreements
and reverse repurchase agreements relating to marketable direct obligations
issued or unconditionally guaranteed by the United States of America or issued
by any governmental agency thereof and backed by the full faith and credit of
the United States of America, in each case maturing within ninety (90) days or
less from the date of acquisition; provided, that, the terms of
such agreements comply with the guidelines set forth in the Federal Financial
Agreements of Depository Institutions with Securities Dealers and Others, as
adopted by the Comptroller of the Currency on October 31, 1985; (f) investments
in money market funds and mutual funds which invest substantially all of their
assets in securities of the types described in clauses (a) through (e) above;
and (g) other investments as agreed by Agent and Ableco in writing.


 


1.37         “Central Collection Deposit Account”
shall mean any deposit account established by Borrowers that is used by
Borrowers to receive deposits from local retail store deposit accounts or from
sales of Inventory or other proceeds of Collateral arising from transactions
other than sales at local retail stores.


 


1.38         “Change of Control” shall mean,
as of any date of determination (a) prior to the occurrence of an IPO, BSMB
and/or one or more of its Affiliates, collectively, cease to (i) own (directly
or indirectly), control and have the right to vote a majority of the Voting
Stock of NY&Co and (ii) have the right to elect, or cause to be elected,
and have elected, or caused to be elected, a majority of the members of the
Board of Directors of NY&Co; (b) following the occurrence of an IPO of
NY&Co, if any Person and/or one or more of its Affiliates, other than BSMB
and/or one or more of its Affiliates, collectively owns 20% or more of the
Voting Stock of NY&Co, unless either (i) BSMB and/or one or more of its
Affiliates, collectively, own more of the Voting Stock of NY&Co than such
Person and/or its Affiliates or (ii) BSMB and/or one or more of its Affiliates
has the right to elect, or cause to be elected, and has elected, or caused to
be elected, a majority of the members of the Board of Directors of NY&Co;
(c) except as permitted under the terms of Section 9.7 hereof, 100% of the
Capital Stock of each Borrower and each Obligors ceases to be owned (directly
or indirectly) by NY&Co; (d) any Borrower or Obligor does not own 100% of
the Capital Stock of any of its Subsidiaries; or (e) the occurrence of any
“Change of Control” as defined in the Bond Debt Documentation.


 


1.39         “Code” shall mean the Internal
Revenue Code of 1986, as the same now exists or may from time to time hereafter
be amended, modified, recodified or supplemented, together with all rules,
regulations and interpretations thereunder or related thereto.


 


1.40         “Collateral” shall have the
meaning set forth in Section 5 hereof.


 


1.41         “Collateral Access Agreement”
shall mean an agreement in writing, in form and substance reasonably
satisfactory to Agent, from any lessor of premises to any Borrower, or any
other person to whom any Collateral is consigned or who has custody, control or
possession of any such Collateral or is otherwise the owner or operator of any
premises on which any of such Collateral is located, pursuant to which such
lessor, consignee or other person, inter alia, acknowledges the first priority
security interest of Agent, for itself and the ratable benefit of the Lenders
and the Bank Product Providers, in such Collateral, agrees to waive or subordinate
any and all claims such lessor, consignee or other person may, at any time,
have against such Collateral, whether for processing, storage or otherwise, and
agrees to permit Agent access to,


 


8

















 


and
the right to remain on, the premises of such lessor, consignee or other person
so as to exercise Agent’s rights and remedies and otherwise deal with such
Collateral and in the case of any consignee or other person who at any time has
custody, control or possession of any Collateral, acknowledges that it holds
and will hold possession of the Collateral for the benefit of Agent, the
Lenders and the Bank Product Providers and agrees to follow all instructions of
Agent with respect thereto.


 


1.42         “Compliance Excess Availability”
shall mean the amount, as determined by Agent, calculated at any date, equal
to: (a) the lesser of:  (i) the
Borrowing Base (calculated, for this purpose, without giving effect to the
Total LC Reserve Amount) and (ii) the Revolving Loan Limit, minus (b) the sum
of:  (i) the amount of all then
outstanding and unpaid Obligations (but not including for this purpose the then
outstanding Letter of Credit Accommodations or the outstanding balance of the
Term Loan), which, for purposes of clarification, may be a credit balance
arising from the overpayment of the Obligations, plus (ii) the Total LC Reserve
Amount.


 


1.43         “Compliance Triggering Event”
shall mean the occurrence of any event or events or the existence of any
circumstance or circumstances that cause the Compliance Excess Availability
under this Agreement to be less than $15,000,000; provided, however,
if at any time the Compliance Excess Availability is less than $15,000,000 all
of the following conditions are, and continue to be, met, a Compliance
Triggering Event shall not be deemed to have occurred: (a) the outstanding
balance of the Revolving Loans is $10,000,000 or less, (b) the Borrowers have
$50,000,000 or more in Qualified Cash, as determined by Agent, and (c) the
Compliance Excess Availability is equal to at least $10,000,000.


 


1.44         “Congress” shall mean Congress
Financial Corporation, a Delaware corporation, in its individual capacity, and
its successors and assigns.


 


1.45         “Covenant Agreement” shall mean
that certain Amended and Restated Covenant Agreement dated as of the date
hereof and entered into by and among Lerner, NY&Co, LFAS, Inc. and Limited
Brands Inc.


 


1.46         “Covered Taxes” shall have the
meaning set forth in Section 6.4(d) hereof.


 


1.47         “Credit Card Acknowledgments” shall
mean, collectively, the agreements by Credit Card Issuers or Credit Card
Processors who are parties to Credit Card Agreements in favor of Agent
acknowledging Agent’s first priority security interest, for and on behalf of
Lenders, in the monies due and to become due to any Borrower (including,
without limitation, credits and reserves) under the Credit Card Agreements, and
agreeing to transfer all such amounts to the Blocked Accounts, as the same now
exist or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced, sometimes being referred to herein individually as a
“Credit Card Acknowledgment”.


 


1.48         “Credit Card Agreements” shall
mean all agreements now or hereafter entered into by any Borrower with any
Credit Card Issuer or any Credit Card Processor, as the same now exist or may
hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, including, but not limited to, the agreements set forth on Schedule
8.16 hereto.


 


9

















 


1.49         “Credit Card Issuer” shall mean
any person (other than a Borrower) who issues or whose members issue credit
cards, including, without limitation, MasterCard or VISA bank credit or debit
cards or other bank credit or debit cards issued through MasterCard
International, Inc., Visa, U.S.A., Inc. or Visa International and American
Express, Discover, Diners Club, Carte Blanche and other non-bank credit or
debit cards, including, without limitation, credit or debit cards issued by or
through American Express Travel Related Services Company, Inc.


 


1.50         “Credit Card Processor” shall
mean any servicing or processing agent or any factor or financial intermediary
who facilitates, services, processes or manages the credit authorization,
billing transfer and/or payment procedures with respect to any Borrower’s sales
transactions involving credit card or debit card purchases by customers using
credit cards or debit cards issued by any Credit Card Issuer.


 


1.51         “Credit Card Receivables” shall
mean all domestic Accounts consisting of the present and future rights of any
Borrower, but excluding the Private Label Credit Card Receivables, to payment
by any Credit Card Processor or Credit Card Issuer and all information
contained on or for use with a credit, charge or debit card issued by a Credit
Card Issuer.


 


1.52         “Credit Facility” shall mean the
Revolving Loan Facility and the Term Loan.


 


1.53         “Current Deferred Compensation Plan”
shall mean a deferred compensation/bonus plan covering employees of NY&Co
and its Subsidiaries that have options to acquire shares of common stock of
NY&Co, which options are unexercised at the time NY&Co pays the
dividend(s) to its common stock holders contemplated by Section 9.11(i) hereof,
which plan further provides that (a) the plan participants’ maximum entitlement
would be fixed at the time of a dividend payment based on the cumulative
dividend(s) per share paid on the outstanding common stock since the date of
this Agreement, and (b) would be subject to commercially reasonable vesting and
payment trigger dates to be established by NY&Co.


 


1.54         “Default” shall mean an act,
condition or event that with notice or passage of time or both would constitute
an Event of Default.


 


1.55         “Defaulting Lender” shall have
the meaning set forth in Section 6.9(d) hereof.


 


1.56         “Deposit Account Control Agreement”
shall mean an agreement in writing, in form and substance satisfactory to
Agent, by and among Agent, a Borrower or an Obligor with a deposit account at
any bank, and the bank at which such deposit account is at any time maintained
which provides that such bank will comply with instructions originated by Agent
directing disposition of the funds in the deposit account without further
consent by such Borrower or Obligor and such other terms and conditions as
Agent may require, including as to any such agreement with respect to any
Blocked Account, providing that all items received or deposited in the Blocked
Accounts are the property of Agent, for itself and the ratable benefit of the
Lenders and the Bank Product Providers, that the bank has no lien upon, or
right to setoff against, the Blocked Accounts, the items received for deposit
therein, or the funds from time to time on deposit therein and that the bank
will wire, or otherwise transfer, in immediately available funds, on a daily
basis to the Agent Payment Account all funds received or deposited into the
Blocked Accounts.


 


10

















 


1.57         “Disbursement
Letter” shall mean an instructional letter executed and delivered by
Borrowers to Agent regarding the extensions of credit to be made on the date of
this Agreement.


 


1.58         “Documentation
Agent” shall have the meaning set forth in the introduction hereof.


 


1.59         “Early Termination Fee” shall
have the meaning set forth in Section 14.1(d) hereof.


 


1.60         “EBITDA” shall mean, for any
period, without duplication, the total of the following for the Borrowers and
Obligors on a consolidated basis, each calculated for such period:  Net Income plus (i) preferred dividends,
plus (ii) income tax expense, plus (iii) Interest Expense (including all
charges owed with respect to letters of credit), plus (iv) depreciation
expense, plus (v) amortization expense, plus (vi) management fees and expenses,
as permitted hereunder, paid or accrued, plus (vii) non-cash losses from any
sale or disposition of assets, and minus (viii) non-cash gains from any sale or
disposition of assets, plus (ix) any other non-cash charges, non-cash expenses,
non-cash losses or non-cash restructuring charges of the Borrowers or any
Subsidiary of a Borrower for such period, all of the foregoing determined in
accordance with GAAP, adjusted as provided in Schedule 1.60(a) hereto; provided,
however, for purposes of determining EBITDA for any fiscal month ending
prior to the expiration of the 12 months after the date hereof, EBITDA for each
fiscal month ending prior to the date hereof shall be the amount set forth in Schedule
1.60(b) hereto.  For purposes of
calculating EBITDA for any Measurement Period, (A) acquisitions that have been
made by such Person and its Subsidiaries, including through mergers or
consolidated and including any related financing transactions, during the
Measurement Period shall be deemed to have occurred on the first day of the
Measurement Period; provided, however, that only the
actual historical results of operations of the Persons so acquired, without
adjustment for pro forma expense savings or revenue increases, shall be used
for such calculation; and (B) the EBITDA of such Person and its Subsidiaries
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the end of such Measurement
Period, shall be excluded.


 


1.61         “Eligible Credit Card Receivables”
shall mean the gross amount of all Credit Card Receivables that are subject to
a valid, exclusive, first priority and fully perfected security interest in
favor of Agent, for itself and the ratable benefit of the Lenders and the Bank
Product Providers, which conform to all applicable warranties contained herein
less, without duplication, the sum of all Credit Card Receivables: (a) for
which Agent has not received a Credit Card Acknowledgment, and (b) which are
unpaid more than ten (10) days after the
date submitted to the appropriate Credit Card Processor for payment.


 


1.62         “Eligible Damaged Goods Vendors
Receivables” shall mean Accounts, other than Credit Card Receivables or
Eligible Sell-Off Vendors Receivables, created by any Borrower which are and continue
to be acceptable to Agent based on the criteria set forth below.  In general, Accounts shall be Eligible
Damaged Goods Vendors Receivables if:


 


(a)           such Accounts arise from the actual
and bona fide sale and delivery of damaged Inventory by such Borrower to a
third-party off-price wholesaler satisfactory to Agent,


 


11

















 


in the ordinary course of
such Borrower’s business, which transactions are completed in accordance with
the terms and provisions contained in any documents related thereto;


 


(b)           such Accounts are not unpaid more
than ninety (90) days after the date of the original invoice for them;


 


(c)           such Accounts comply with the terms
and conditions contained in Section 7.2(b) of this Agreement;


 


(d)           such Accounts do not arise from sales
on consignment, guaranteed sale, sale and return, sale on approval, or other
terms under which payment by the account debtor may be conditional or
contingent;


 


(e)           the chief executive office of the
account debtor with respect to such Accounts is located in the United States of
America or Canada;


 


(f)            such Accounts do not consist of
progress billings (such that the obligation of the account debtors with respect
to such Accounts is conditioned upon such Borrower’s satisfactory completion of
any further performance under the agreement giving rise thereto), bill and hold
invoices or retainage invoices, except as to bill and hold invoices, if Agent
shall have received an agreement in writing from the account debtor, in form and
substance satisfactory to Agent, confirming the unconditional obligation of the
account debtor to take the goods related thereto and pay such invoice;


 


(g)           the account debtor with respect to
such Accounts has not asserted a counterclaim, defense or dispute and does not
have, and does not engage in transactions which may give rise to any right of
setoff or recoupment against such Accounts (but the portion of the Accounts of
such account debtor in excess of the amount at any time and from time to time owed
by such Borrower to such account debtor or claimed to be owed by such account
debtor may be deemed Eligible Damaged Goods Vendors Receivables);


 


(h)           there are no facts, events or
occurrences which would impair the validity, enforceability or collectability
of such Accounts or reduce the amount payable or delay payment thereunder;


 


(i)            such Accounts are subject to the
first priority, valid and perfected security interest of Agent and any goods
giving rise thereto are not, and were not at the time of the sale thereof,
subject to any liens except those of Agent or those permitted in this Agreement
that are subject to an intercreditor agreement in form and substance
satisfactory to Agent between the holder of such security interest or lien and
Agent;


 


(j)            neither the account debtor nor any
officer or employee of the account debtor with respect to such Accounts is an
officer, employee, agent or other Affiliate of any Borrower or any Obligor;


 


(k)           the account debtors with respect to
such Accounts are not any foreign government, the United States of America, any
State, political subdivision, department, agency or instrumentality thereof,
unless, if the account debtor is the United States of America, any


 


12

















 


State, political
subdivision, department, agency or instrumentality thereof, upon Agent’s
request, the Federal Assignment of Claims Act of 1940, as amended or any
similar State or local law, if applicable, has been complied with in a manner
satisfactory to Agent;


 


(l)            there are no proceedings or actions
which are threatened or pending against the account debtors with respect to
such Accounts which are likely to result in any material adverse change in any
such account debtor’s financial condition (including, without limitation, any
bankruptcy, dissolution, liquidation, reorganization or similar proceeding);


 


(m)          such Accounts are not evidenced by or
arising under any instrument or chattel paper;


 


(n)           such Accounts are not owed by an
account debtor who has Accounts unpaid more than ninety (90) days after the
original invoice date for them which constitute more than thirty-five percent
(35%) of the total Accounts of such account debtor;


 


(o)           the account debtor is not located in
a state requiring the filing of a Notice of Business Activities Report or
similar report in order for such Borrower to seek judicial enforcement in such
State of payment of such Account, unless such Borrower has qualified to do
business in such state or has filed a Notice of Business Activities Report or
equivalent report for the then current year or such failure to file and
inability to seek judicial enforcement is capable of being remedied without any
material delay or material cost; and


 


(p)           such Accounts do not constitute
amounts which have been invoiced by such Borrower but with respect to which
goods so invoiced have not been delivered to the account debtor.


 


The criteria for Eligible Damaged Goods Vendors
Receivables set forth above may only be changed and any new criteria for
Eligible Damaged Goods Vendors Receivables may only be established by Agent in
good faith based on either:  (i) an
event, condition or other circumstance arising after the date hereof, or (ii)
an event, condition or other circumstance existing on the date hereof to the extent
Agent has no written notice thereof from Borrowers prior to the date hereof, in
either case under clause (i) or (ii) which adversely affects or could
reasonably be expected to adversely affect the Accounts in the good faith
determination of Agent.  Any Accounts
which are not Eligible Damaged Goods Vendors Receivables shall nevertheless be
part of the Collateral.


 


1.63         “Eligible Domestic In-Transit
Inventory” shall mean Inventory which is not located at one of the
locations of a Borrower set forth on Schedule 1.67 and was not the
subject of a Letter of Credit Accommodation issued for the purchase of such
Inventory, but which:


 


(a)           would otherwise constitute Eligible
Landed Inventory;


 


(b)           is located within the continental
United States of America and is in transit to one of Borrowers’ locations set
forth on Schedule 1.67;


 


(c)           is in the possession of a person who
has executed a Collateral Access Agreement in favor of Agent;


 


13

















 


(d)           has been classified as Eligible
Domestic In-Transit Inventory for no more than 14 days.


 


1.64         “Eligible Inventory” shall mean
Eligible Landed Inventory, Eligible Domestic In-Transit Inventory, Eligible
In-Transit Inventory and Eligible In-Transit LC Inventory.


 


1.65         “Eligible In-Transit Inventory”
means those items of Inventory which are finished goods that do not qualify as
Eligible Landed Inventory solely because they are not in a location
set forth on Schedule 1.67 or in transit among such locations, but as to
which (a) such Inventory was the subject of a documentary Letter of Credit
Accommodation that was issued to purchase such Inventory (i.e., such Inventory
was in fact purchased in connection with the drawing of such documentary Letter
of Credit Accommodation and therefore no longer is the subject of an issued and
outstanding documentary Letter of Credit Accommodation), (b) such Inventory
currently is in the possession or control of a bailee signatory to a Collateral
Access Agreement and is in transit (whether by vessel, air, or land) from a
location outside of the continental United States to a location set forth on Schedule
1.67, (c) title to such Inventory has passed to a Borrower, (d) such
Inventory is insured against types of loss, damage, hazards, and risks, and in
amounts, satisfactory to Agent in its discretion, (e) such Inventory either (1)
is the subject of a negotiable bill of lading (x) that is consigned to Agent
(either directly or by means of endorsements), (y) that was issued by the
carrier respecting the subject Inventory, and (z) that is in the possession of
Agent or a customs broker or other bailee, in all cases, acting on Agent’s
behalf pursuant to a Collateral Access Agreement, or (2) is the subject of a
cargo receipt and such cargo receipt was issued by a consolidator respecting
the subject Inventory and is either (y) consigned to Agent (either directly or
by means of endorsements), or (z) is in the possession of Agent or a customs
broker or other bailee, in all cases, acting on Agent’s behalf pursuant to a
Collateral Access Agreement, and (f) the applicable Borrower has provided a
certificate to Agent that certifies that, to the best knowledge of such
Borrower, such Inventory meets all of such Borrower’s representations and
warranties contained herein concerning Eligible Inventory, that it knows of no
reason why such Inventory would not be accepted by such Borrower when it
arrives and that the shipment as evidenced by the documents conforms to the
related order documents.


 


1.66         “Eligible In-Transit LC Inventory”
shall mean those items of Inventory which are finished goods that do not
qualify as Eligible Landed Inventory solely because they are not in a location
set forth on Schedule 1.67 or in transit among such locations, but as to
which (a) such Inventory is the subject of an outstanding documentary Letter of
Credit Accommodation issued hereunder for the purchase of such Inventory; (b)
the documentary Letter of Credit Accommodation issued hereunder for the
purchase of such Inventory has not been outstanding more than seventy-five (75)
days from its date of issuance, (c) such Inventory currently is in transit
(whether by vessel, air, or land) from a location outside of the continental
United States to a location set forth on Schedule 1.67 that is the
subject of a Collateral Access Agreement, (d) title to such Inventory has
passed to a Borrower, (e) such Inventory is insured against types of loss,
damage, hazards, and risks, and in amounts, satisfactory to Agent in its
discretion, (f) such Inventory either (i) is the subject of a negotiable bill
of lading (A) that is consigned to Agent (either directly or by means of
endorsements), (B) that was issued by the carrier respecting the subject
Inventory, and (C) that is in the possession of Agent or a customs broker or
other bailee, in all cases, acting on Agent’s behalf pursuant to a Collateral
Access Agreement, or (ii) is the subject of a cargo receipt and such cargo
receipt was issued by a consolidator respecting the


 


14

















 


subject
Inventory and is either (A) consigned to Agent (either directly or by means of
endorsements), or (B) is in the possession of Agent or a customs broker or
other bailee, in all cases, acting on Agent’s behalf pursuant to a Collateral
Access Agreement, and (g) the applicable Borrower has provided a certificate to
Agent that certifies that, to the best knowledge of such Borrower, such
Inventory meets all of such Borrower’s representations and warranties contained
herein concerning Eligible Inventory, that it knows of no reason why such
Inventory would not be accepted by such Borrower when it arrives and that the
shipment as evidenced by the documents conforms to the related order documents.


 


1.67         “Eligible Landed Inventory”
shall mean Inventory consisting of finished goods held for resale in the
ordinary course of the business of Borrowers located in one of the locations of
Borrowers set forth on Schedule 1.67 (as such schedule may be updated
from time to time by Borrowers to exclude locations which have been closed
and/or include additional locations of Inventory which Borrowers are permitted
to establish under the terms of this Agreement) which are acceptable to Agent
based on the criteria set forth below. 
In general, Eligible Landed Inventory shall not include:


 


(a)           work-in-process;


 


(b)           raw materials;


 


(c)           spare parts for equipment;


 


(d)           packaging and shipping materials;


 


(e)           supplies used or consumed in
Borrowers’ business;


 


(f)            Inventory at premises other than
those owned or leased and controlled by a Borrower unless Agent has either (i)
received a Collateral Access Agreement in form and substance satisfactory to
Agent with respect to such location or (ii) established a Reserve (in an amount
set forth in Section 1.176) with respect to such location;


 


(g)           Inventory subject to a perfected
security interest or lien in favor of any person other than Agent except those
permitted in this Agreement including those that are subordinate to the
security interest of Agent pursuant to an intercreditor agreement in form and
substance satisfactory to Agent between Agent and the holder of such other
security interest or lien;


 


(h)           bill and hold goods;


 


(i)            obsolete, out-of-season or slow
moving Inventory;


 


(j)            damaged and/or defective Inventory;


 


(k)           Inventory returned by customers and
not held for resale;


 


(l)            Inventory consisting of samples or
displays;


 


15

















 


(m)          Inventory held for return to vendors;
and


 


(n)           Inventory purchased or sold on
consignment.


 


General criteria for Eligible Landed Inventory may
only be made more restricted and any new criteria for Eligible Landed Inventory
may only be established by Agent in good faith, based on either:  (i) an event, condition or other
circumstance arising after the date hereof, or (ii) existing on the date hereof
to the extent Agent has no written notice thereof from Borrowers prior to the
date hereof, in either case under clause (i) or (ii) which adversely affects or
could reasonably be expected to adversely affect the Inventory in the good
faith determination of Agent.  Any
Inventory which is not Eligible Landed Inventory shall nevertheless be part of
the Collateral.


 


1.68         “Eligible Sell-Off Vendors
Receivables” shall mean Accounts, other than Credit Card Receivables or Eligible
Damaged Goods Vendor Receivables, created by any Borrower which are and
continue to be acceptable to Agent based on the criteria set forth below.  In general, Accounts shall be Eligible
Sell-Off Vendors Receivables if:


 


(a)           such Accounts arise from the actual
and bona fide sale and delivery of out-of-season or slow moving Inventory by
such Borrower to a third-party off-price wholesaler, including Ben Elias and
Value City (or any other Person engaged in substantially the same business as
Ben Elias or Value City and permitted by Agent), in the ordinary course of such
Borrower’s business, which transactions are completed in accordance with the
terms and provisions contained in any documents related thereto;


 


(b)           such Accounts are not unpaid more
than ninety (90) days after the date of the original invoice for them;


 


(c)           such Accounts comply with the terms
and conditions contained in Section 7.2(b) of this Agreement;


 


(d)           such Accounts do not arise from sales
on consignment, guaranteed sale, sale and return, sale on approval, or other
terms under which payment by the account debtor may be conditional or
contingent;


 


(e)           the chief executive office of the
account debtor with respect to such Accounts is located in the United States of
America or Canada;


 


(f)            such Accounts do not consist of
progress billings (such that the obligation of the account debtors with respect
to such Accounts is conditioned upon such Borrower’s satisfactory completion of
any further performance under the agreement giving rise thereto), bill and hold
invoices or retainage invoices, except as to bill and hold invoices, if Agent
shall have received an agreement in writing from the account debtor, in form
and substance satisfactory to Agent, confirming the unconditional obligation of
the account debtor to take the goods related thereto and pay such invoice;


 


(g)           the account debtor with respect to
such Accounts has not asserted a counterclaim, defense or dispute and does not
have, and does not engage in transactions which may give rise to any right of
setoff or recoupment against such Accounts (but the portion of the


 


16

















 


Accounts
of such account debtor in excess of the amount at any time and from time to
time owed by such Borrower to such account debtor or claimed to be owed by such
account debtor may be deemed Eligible Sell-Off Vendors Receivables),


 


(h)           there are no facts, events or
occurrences which would impair the validity, enforceability or collectability
of such Accounts or reduce the amount payable or delay payment thereunder;


 


(i)            such Accounts are subject to the
first priority, valid and perfected security interest of Agent and any goods
giving rise thereto are not, and were not at the time of the sale thereof,
subject to any liens except those permitted in this Agreement that are subject
to an intercreditor agreement in form and substance satisfactory to Agent
between the holder of such security interest or lien and Agent;


 


(j)            neither the account debtor nor any
officer or employee of the account debtor with respect to such Accounts is an
officer, employee, agent or other Affiliate of any Borrower or any Obligor;


 


(k)           the account debtors with respect to
such Accounts are not any foreign government, the United States of America, any
State, political subdivision, department, agency or instrumentality thereof,
unless, if the account debtor is the United States of America, any State,
political subdivision, department, agency or instrumentality thereof, upon
Agent’s request, the Federal Assignment of Claims Act of 1940, as amended or
any similar State or local law, if applicable, has been complied with in a
manner satisfactory to Agent;


 


(l)            there are no proceedings or actions
which are threatened or pending against the account debtors with respect to
such Accounts which are likely to result in any material adverse change in any
such account debtor’s financial condition (including, without limitation, any
bankruptcy, dissolution, liquidation, reorganization or similar proceeding);


 


(m)          such Accounts are not evidenced by or
arising under any instrument or chattel paper;


 


(n)           such Accounts are not owed by an
account debtor who has Accounts unpaid more than ninety (90) days after the
original invoice date for them which constitute more than thirty-five (35%) of
the total Accounts of such account debtor;


 


(o)           the account debtor is not located in
a state requiring the filing of a Notice of Business Activities Report or
similar report in order for such Borrower to seek judicial enforcement in such
State of payment of such Account, unless such Borrower has qualified to do
business in such state or has filed a Notice of Business Activities Report or
equivalent report for the then current year or such failure to file and
inability to seek judicial enforcement is capable of being remedied without any
material delay or material cost; and


 


(p)           such Accounts do not constitute
amounts which have been invoiced by such Borrower but with respect to which
goods so invoiced have not been delivered to the account debtor.


 


17

















 


The criteria for Eligible Sell-Off Vendors Receivables
set forth above may only be changed and any new criteria for Eligible Sell-Off
Vendors Receivables may only be established by Agent in good faith based on
either:  (i) an event, condition or
other circumstance arising after the date hereof, or (ii) an event, condition
or other circumstance existing on the date hereof to the extent Agent has no
written notice thereof from Borrowers prior to the date hereof, in either case
under clause (i) or (ii) which adversely affects or could reasonably be
expected to adversely affect the Accounts in the good faith determination of
Agent.  Any Accounts which are not Eligible
Sell-Off Vendors Receivables shall nevertheless be part of the Collateral.


 


1.69         “Eligible Transferee” shall mean
(a) any Lender; (b) the parent company of any Lender and/or any Affiliate of
such Lender which is at least fifty percent (50%) owned by such Lender or its
parent company; (c) any person (whether a corporation, partnership, trust or
otherwise) that is engaged in the business of making, purchasing, holding or
otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by a Lender or
with respect to any Lender that is a fund which invests in bank loans and
similar extensions of credit, any other fund that invests in bank loans and
similar extensions of credit and is managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor, and in each case (unless
otherwise provided herein with regard to the Term Loan) is approved by Agent;
and (d) any other commercial bank, financial institution or “accredited
investor” (as defined in Regulation D under the Securities Act of 1933)
approved by Agent, provided, that, (i) no Borrower, Obligor,
Affiliate of any Borrower or Obligor, BSMB or any Affiliate of BSMB shall
qualify as an Eligible Transferee, (ii) no Person to whom any Indebtedness
which is in any way subordinated in right of payment to any other Indebtedness
of any Borrower or Obligor shall qualify as an Eligible Transferee, except as
Agent may otherwise specifically agree and (iii) no Person that is organized
under the laws of a jurisdiction other than the United States or any state
thereof shall qualify as an Eligible Transferee.


 


1.70         “Enforcement Action” shall mean
the exercise by Agent in good faith of any of its material enforcement rights
and remedies as a secured creditor hereunder or under the other Financing
Agreements, applicable law or otherwise at any time following the occurrence
and during the continuance of an Event of Default (including, without
limitation, the demand for the immediate payment of all of the Obligations, the
solicitation of bids from third parties to conduct the liquidation of the
Collateral, the engagement or retention of sales brokers, marketing agents,
investment bankers, accountants, appraisers, auctioneers or other third parties
for the purposes of valuing, marketing, promoting and selling the Collateral,
the commencement of any action to foreclose on the security interests or liens
of Agent in all or any material portion of the Collateral, notification of
account debtors to make payments to Agent, any action to take possession of all
or any material portion of the Collateral or commencement of any legal
proceedings or actions against or with respect to all or any portion of the
Collateral).


 


1.71         “Environmental Laws” shall mean
all foreign, Federal, State and local laws (including common law), rules,
codes, licenses, permits (including any conditions imposed therein),
authorizations, judicial or administrative decisions, injunctions or agreements
between any Borrower and any Governmental Authority, (a) relating to pollution
and the protection, preservation or restoration of the environment (including
air, water vapor, surface water, ground water, drinking water, drinking water
supply, surface land, subsurface land, plant and animal life


 


18

















 


or
any other natural resource), or to occupational health or safety, (b) relating
to the exposure to, or the use, storage, recycling, treatment, generation,
manufacture, processing, distribution, transportation, handling, labeling,
production, release or disposal, or threatened release, of Hazardous Materials,
or (c) relating to all laws with regard to recordkeeping, notification,
disclosure and reporting requirements respecting Hazardous Materials.  The term “Environmental Laws” includes
(i) the Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, the Federal Superfund Amendments and Reauthorization
Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Water Act,
the Federal Clean Air Act, the Federal Resource Conservation and Recovery Act
of 1976 (including the Hazardous and Solid Waste Amendments thereto), the
Federal Solid Waste Disposal and the Federal Toxic Substances Control Act, the
Federal Insecticide, Fungicide and Rodenticide Act, and the Federal Safe
Drinking Water Act of 1974, (ii) applicable state counterparts to such laws and
(iii) any common law or equitable doctrine that may impose liability or
obligations for injuries or damages due to, or threatened as a result of, the
presence of or exposure to any Hazardous Materials.


 


1.72         “Equipment” shall mean all of
each Borrower’s now owned and hereafter acquired equipment, wherever located,
including machinery, data processing and computer equipment (whether owned or
licensed and including embedded software), vehicles, tools, furniture,
fixtures, all attachments, accessions and property now or hereafter affixed
thereto or used in connection therewith, and substitutions and replacements
thereof, wherever located.


 


1.73         “ERISA” shall mean the United
States Employee Retirement Income Security Act of 1974, as amended, together
with all rules, regulations and interpretations thereunder or related thereto.


 


1.74         “ERISA Affiliate” shall mean any
person required to be aggregated with any Borrower or any Subsidiary of a
Borrower under Sections 414(b), 414(c), 414(m) or 414(o) of the Code.


 


1.75         “ERISA Event” shall mean (a) any
“reportable event”, as defined in Section 4043(c) of ERISA or the regulations
issued thereunder, with respect to a Pension Plan, except for any such event
with respect to which notice has been waived pursuant to applicable
regulations; (b) the adoption of any amendment to a Pension Plan that
would require the provision of security pursuant to Section 401(a)(29) of the
Code or Section 307 of ERISA; (c) the existence with respect to any
Pension Plan of an “accumulated funding deficiency” (as defined in Section 412
of the Code or Section 302 of ERISA), whether or not waived; (d) the
filing pursuant to Section 412 of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Pension Plan; (e) the occurrence of a non-exempt “prohibited transaction”
with respect to which any Borrower or any Obligor, or any of their respective
Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of
the Code); (f) a complete or partial withdrawal by any Borrower, any
Obligor or any ERISA Affiliate from a Multiemployer Plan or a cessation of
operations which is treated as such a withdrawal or notification that a
Multiemployer Plan is in reorganization; (g) the filing of a notice of
intent to terminate, the treatment of a Pension Plan amendment as a termination
under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the
Pension Benefit Guaranty Corporation to terminate a Pension Plan; (h) an
event or condition which might


 


19

















 


reasonably
be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension
Plan; and (i) the imposition of any liability under Title IV of ERISA, other
than the Pension Benefit Guaranty Corporation premiums due but not delinquent under
Section 4007 of ERISA, upon any Borrower, any Obligor or any ERISA Affiliate in
an amount that could reasonably be expected to have a Material Adverse Effect.


 


1.76         “Eurodollar Rate” shall mean
with respect to the Interest Period for a Eurodollar Rate Loan, the interest
rate per annum equal to the arithmetic average of the rates of interest per
annum (rounded upwards, if necessary, to the next one-sixteenth (1/16) of one
percent (1%)) at which the Reference Bank is offered deposits of United States
dollars in the London interbank market (or other Eurodollar Rate market
selected by Borrowers and approved by Agent) on or about 9:00 a.m. (New York
time) two (2) Business Days prior to the commencement of such Interest Period
in amounts substantially equal to the principal amount of the Eurodollar Rate
Loans requested by and available to Borrowers in accordance with this
Agreement, with a maturity of comparable duration to the Interest Period
selected by or on behalf of Borrowers.


 


1.77         “Eurodollar Rate Loans” shall
mean the Loans or portions thereof on which interest is payable based on the
Adjusted Eurodollar Rate in accordance with the terms hereof.


 


1.78         “Event of Default” shall mean
the occurrence or existence of any event or condition described in Section 10.1
hereof.


 


1.79         “Excess Availability” shall
mean, the amount, as determined by Agent, calculated at any date, equal to: (a)
the lesser of:  (i) the Borrowing Base
(calculated, for this purpose, without giving effect to the Total LC Reserve
Amount) and (ii) the Revolving Loan Limit, minus (b) the sum of:  (i) the amount of all then outstanding and
unpaid Obligations (but not including for this purpose the then outstanding
Letter of Credit Accommodations or the outstanding balance of the Term Loan),
which, for purposes of clarification, may be a credit balance arising from the
overpayment of the Obligations, plus (ii) the Total LC Reserve Amount, plus (iii)
the aggregate amount of all outstanding and unpaid trade payables and other
obligations of any Borrower which, as reported on the most recent Borrowing
Base Certificate for the most recent month end, are outstanding more than
forty-five (45) days past due as of such time (other than trade payables or
other obligations being contested or disputed by such Borrower in good faith),
plus (iv) without duplication, the amount of checks issued by any Borrower to
pay trade payables and other obligations which, as reported on the most recent
Borrowing Base Certificate for the most recent month end, are more than forty-five
(45) days past due as of such time (other than trade payables or other
obligations being contested or disputed by such Borrower in good faith), but
not yet sent.


 


1.80         “Exchange Act” shall mean the
Securities Exchange Act of 1934, together with all rules, regulations and
interpretations thereunder or related thereto.


 


1.81         “Fee Letter” shall mean that
certain confidential letter agreement, captioned “Fee Letter,” dated as of the
date hereof, between Borrowers and Agent, for the benefit of the Term Loan
Lenders.


 


20

















 


1.82         “Financing Agreements” shall
mean, collectively, this Agreement, any and all notes, including the Registered
Term Notes, made in connection herewith, the Arrangement Letter, the Bond Debt
Side Letter, the Fee Letter, the Guaranties, the Stock Pledge Agreements, the
Collateral Access Agreements, the Credit Card Acknowledgments, the Deposit
Account Control Agreements (together with all other agreements necessary for
Agent to take (conditionally or otherwise) dominion of all cash receipts and
payments on credit card receivables of each Borrower), the Investment Property
Control Agreements, any other security agreements, the Intellectual Property
Security Agreements, the Intercompany Subordination Agreement, the Disbursement
Letter and all other agreements, documents and instruments now or at any time
hereafter executed and/or delivered by any Borrower or any Obligor in
connection with this Agreement.


 


1.83         “Fiscal Year-End” shall mean the
dates denoted as Fiscal Year-End dates on Schedule 1.83.


 


1.84         “First Quarter-End” shall mean
the dates denoted as First Quarter-End dates on Schedule 1.83.


 


1.85         “Fourth Quarter-End” shall mean
the dates denoted as Fourth Quarter-End dates on Schedule 1.83.


 


1.86         “Foreign Subsidiary” shall mean
any Subsidiary of any Borrower or Obligor that is a corporation (or is treated
as a corporation under the Code) and is not organized under the laws of the
United States or a state thereof.


 


1.87         “Funding Bank” shall have the
meaning set forth in Section 3.3(a) hereof.


 


1.88         “GAAP” shall mean generally
accepted accounting principles in the United States of America as in effect
from time to time as set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and the statements and pronouncements of the Financial Accounting
Standards Board which are applicable to the circumstances as of the date of
determination consistently applied, except that, for purposes of Section 9.18
hereof, GAAP shall be determined on the basis of such principles in effect on
the date hereof and consistent with those used in the preparation of the most
recent audited financial statements delivered to Agent prior to the date
hereof.


 


1.89         “Gift Certificate and Store Credit
Reserve” shall mean, as of any date of determination, a Reserve equal to
the amount of fifty-one percent (51%) of all (i) accrued and outstanding gift
certificates which any Borrower is obligated to honor and (ii) the aggregate
amount of outstanding store credit to be honored by any Borrower.


 


1.90         “Goods in Progress LC” shall
mean a documentary Letter of Credit Accommodation (a) initially requested for
the purpose of ordering and ultimately purchasing Inventory which, upon its
completion and deposit with a shipper who has executed a Collateral Access
Agreement, in form and substance satisfactory to Agent, is reasonably
anticipated to be deemed Eligible In-Transit Inventory or Eligible In-Transit
LC Inventory, (b) which has not been issued and outstanding for more than
seventy-five (75) days and (c) which does not relate to Inventory which has in
fact become finished goods which have been deposited for shipment to a


 


21

















 


Borrower
with a shipper who has executed a Collateral Access Agreement, in form and
substance satisfactory to Agent, then such Letter of Credit Accommodation shall
no longer be a Goods in Progress LC.


 


1.91         “Governmental Authority” shall
mean any nation or government, any state, province, or other political
subdivision thereof, any central bank (or similar monetary or regulatory
authority) thereof, and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.


 


1.92         “Guaranties” shall mean those
certain general continuing secured guaranties executed and delivered by each
Guarantor in favor of Agent, for itself and the ratable benefit of the Lenders
and the Bank Product Providers, in form and substance satisfactory to Agent, as
the same may be amended, modified or supplemented from time to time, and any
other guaranty from time to time executed by any Guarantor in favor of Agent,
for itself and the ratable benefit of the Lenders and the Bank Product
Providers.


 


1.93         “Guarantors” shall mean
collectively, NY&Co, Parent, Nevada Factoring, Associated Lerner and Lerner
GC, and each sometimes being referred to herein individually as “Guarantor.”


 


1.94         “Hazardous Materials” shall mean
any hazardous, toxic or dangerous substances, materials and wastes, including
hydrocarbons (including naturally occurring or man-made petroleum and
hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation,
radioactive materials, polychlorinated biphenyls, pesticides, herbicides and
any other kind and/or type of pollutants or contaminants, sewage, sludge,
industrial slag, solvents and/or any other similar substances, materials, or
wastes and including any other substances, materials or wastes that are or
become classified as hazardous or toxic under any Environmental Law.


 


1.95         “Hedging Transactions” shall
mean (a) any and all rate swap transactions, basis swaps, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps
or options, forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transaction, currency options or any
other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any
such transaction is governed by or subject to any master agreement, or (b) any
and all transactions of any kind, and the related confirmations, that are
subject to the terms or conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., or any
other master agreement, as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, including but not limited to,
any such obligations or liabilities under any such agreement.


 


1.96         “In Store Payment” shall have
the meaning set forth in the Private Label Credit Card Agreement.


 


22

















 


1.97         “Indebtedness” shall mean, with
respect to any Person and without duplication, any liability, whether or not
contingent, (a) in respect of borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion
thereof) or evidenced by bonds, notes, debentures or similar instruments; (b)
representing the balance deferred and unpaid of the purchase price of any
property or services (except any such balance that constitutes an account
payable to a trade creditor (whether or not an Affiliate) created, incurred, assumed
or guaranteed by such Person in the ordinary course of business of such Person
in connection with obtaining goods, materials or services that is not overdue
by more than ninety (90) days, unless the trade payable is being contested in
good faith); (c) all obligations as lessee under leases which have been, or
should be, in accordance with GAAP recorded as Capital Leases; (d) any
contractual obligation, contingent or otherwise, of such Person to pay or be
liable for the payment of any indebtedness described in this definition of
another Person, including, without limitation, any such indebtedness, directly
or indirectly guaranteed, or any agreement to purchase, repurchase, or
otherwise acquire such indebtedness, obligation or liability or any security therefor,
or to provide funds for the payment or discharge thereof, or to maintain
solvency, assets, level of income, or other financial condition of another
Person; (e) all obligations with respect to redeemable stock and redemption or
repurchase obligations under any Capital Stock or other equity securities
issued by such Person; (f) all reimbursement obligations and other liabilities
of such Person with respect to surety bonds (whether bid, performance or
otherwise), letters of credit, banker’s acceptances, drafts or similar
documents or instruments issued for such Person’s account; (g) all indebtedness
of such Person in respect of indebtedness of another Person for borrowed money
or indebtedness of another Person otherwise described in this definition which
is secured by any consensual lien, security interest, collateral assignment,
conditional sale, mortgage, deed of trust, or other encumbrance on any asset of
such Person, whether or not such obligations, liabilities or indebtedness are
assumed by or are a personal liability of such Person, all as of such time; (h)
all obligations, liabilities and indebtedness of such Person (marked to market)
arising under swap agreements, cap agreements and collar agreements and other
agreements or arrangements designed to protect such person against fluctuations
in interest rates or currency or commodity values; and (i) all obligations owed
by such Person under License Agreements with respect to non-refundable, advance
or minimum guarantee royalty payments.


 


1.98         “Indemnitee” shall have the
meaning set forth in Section 11.5 hereof.


 


1.99         “Information Certificates” shall
mean the Information Certificates, dated the date hereof, of Lerner and Lernco,
collectively constituting Exhibit I hereto, containing material information
with respect to such Person and such Person’s businesses and assets provided by
or on behalf of such Person to Agent in connection with the preparation of this
Agreement and the other Financing Agreements and the financing arrangements
provided for herein.


 


1.100       “Insolvency Event” shall mean, the
commencement of any of the following with respect to any Borrower or any
Guarantor: (i) any case or proceeding with respect to such person under the
Bankruptcy Code, or any other Federal, State or other bankruptcy, insolvency,
reorganization or other law affecting creditors’ rights or any other or similar
proceedings seeking any stay, reorganization, arrangement, composition or
readjustment of all or substantially all of the obligations and indebtedness of
such person or (ii) any proceeding seeking the appointment of any receiver,
trustee, administrator, liquidator, custodian or other insolvency official with


 


23

















 


similar
powers with respect to such person or all or substantially all of its assets or
(iii) any proceeding for liquidation, dissolution or other winding up of the
business of such person or (iv) any general assignment for the benefit of
creditors or any general marshaling of all or substantially all of the assets
of such person.


 


1.101       “Intellectual Property” shall mean
any Borrower’s or any Guarantor’s now owned and hereafter arising or
acquired:  patents, patent rights,
patent applications, copyrights, works which are the subject matter of
copyrights, copyright registrations, trademarks, trade names, trade styles,
trademark and service mark applications, and licenses and rights to use any of
the foregoing; all extensions, renewals, reissues, divisions, continuations,
and continuations-in-part of any of the foregoing; all rights to sue for past,
present and future infringement of any of the foregoing; inventions, trade
secrets, formulae, processes, compounds, drawings, designs, blueprints,
surveys, reports, manuals, and operating standards; goodwill (including any
goodwill associated with any trademark or the license of any trademark);
customer and other lists in whatever form maintained; trade secret rights,
copyright rights, rights in works of authorship, domain names and domain name
registration; software and contract rights relating to computer software
programs, in whatever form created or maintained.


 


1.102       “Intellectual Property Security
Agreements” shall mean, collectively, the Lerner Trademark Agreement, the
Lernco Trademark Agreement and any other security agreement concerning any
Intellectual Property of any Borrower or Obligor at any time delivered to Agent
in connection with this Agreement.


 


1.103       “Intercompany Subordination Agreement”
shall mean that certain Amended and Restated Intercompany Subordination
Agreement, in form and substance satisfactory to Agent, dated as of the date
hereof, and entered into by and among the Borrowers, their Affiliates and
Agent, as the same may be amended, modified or supplemented from time to time.


 


1.104       “Interest Expense” shall mean, for
any period, total interest expense in accordance with GAAP of Borrowers and
Guarantors on a consolidated basis with respect to all outstanding
Indebtedness.


 


1.105       “Interest Period” shall mean for
any Eurodollar Rate Loan, a period of approximately one (1), two (2), or three
(3) months duration as Borrowers may elect, the exact duration to be determined
in accordance with the customary practice in the applicable Eurodollar Rate
market; provided, that, Borrowers may not elect an Interest
Period which will end after the last day of the then-current term of this
Agreement.


 


1.106       “Inventory” shall mean all of each
Borrower’s now owned and hereafter existing or acquired goods, wherever
located, which (a) are leased by such Borrower as lessor; (b) are held by such
Borrower for sale or lease or to be furnished under a contract of service; (c)
are furnished by such Borrower under a contract of service; (d) consist of raw
materials, work in process, finished goods or materials used or consumed in its
business; or (e) are goods in transit to such Borrower.


 


1.107       “Inventory Loan Limit” shall mean
$90,000,000.


 


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1.108       “Investment Property Control Agreement”
shall mean an agreement in writing, in form and substance satisfactory to
Agent, by and among Agent, any Borrower or any Obligor (as the case may be) and
any securities intermediary, commodity intermediary or other person who has
custody, control or possession of any investment property of such Borrower or
such Obligor acknowledging that such securities intermediary, commodity
intermediary or other person has custody, control or possession of such
investment property on behalf of Agent, that it will comply with entitlement
orders originated by Agent with respect to such investment property, or other
instructions of Agent, or (as the case may be) apply any value distributed on
account of any commodity contract as directed by Agent, in each case, without
the further consent of such Borrower or such Obligor and including such other
terms and conditions as Agent may require.


 


1.109       “IPO” shall mean a public offering
of stock or other equity securities of NY&Co that is subject to a firm
commitment underwriting managed by a nationally recognized underwriter.


 


1.110       “Landed Value” shall mean, with
respect to Eligible In-Transit Inventory or Eligible In-Transit LC Inventory,
the sum of (a) the face amount of all documentary Letter of Credit
Accommodations issued under this Agreement for purposes of purchasing such
Inventory from a Person who is not an Affiliate of any Borrower plus (b) the
amount of freight, customs, taxes and duty and other amounts which Agent
estimates must be paid upon the arrival and in connection with the delivery of
such Inventory to a Borrower’s location for Eligible Landed Inventory within
the United States of America.


 


1.111       “LC Reserve Amount” shall mean,
with respect to each Letter of Credit Accommodation provided under this
Agreement, the amount equal to:


 


(a)           if such Letter of Credit
Accommodation is a Goods in Progress LC and the Non-Reserved LC Amount does not
then exceed Twenty Million Dollars ($20,000,000), the sum of (i) twenty-five
percent (25%) (or twenty percent (20%) during the Seasonal Advance Period) of
the face amount of such Goods in Progress LC plus (ii) freight, taxes, duty,
and other amounts which Agent estimates must be paid in connection with the
delivery of the Inventory ordered thereunder to a Borrower’s location for
Eligible Landed Inventory within the United States of America; or


 


(b)           if such Letter of Credit
Accommodation is for any other purpose, including, if it does not meet any of
the conditions for being a Goods in Progress LC or if the Non-Reserved LC
Amount does then exceed Twenty Million Dollars ($20,000,000), the sum of (i)
one hundred percent (100%) of the face amount of the proposed Letter of Credit
Accommodation plus (ii) if such Letter of Accommodation is for the purchase of
Inventory, freight, taxes, duty, and other amounts which Agent estimates must
be paid in connection with the delivery of such Inventory to a Borrower’s
location for Eligible Landed Inventory within the United States of America,
plus (iii) all other commitments and obligations made or incurred by Agent with
respect thereto.


 


1.112       “Lender Register” shall have the
meaning given in Section 14.7(b) hereof.


 


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1.113       “Lenders” shall mean the Persons
who are signatories hereto as Lenders and other Persons made a party to this
Agreement as a Lender in accordance with Section 14.7 hereof, and their
respective successors and assigns; each sometimes being referred to herein
individually as a “Lender”.


 


1.114       “Lernco” shall have the meaning
given in the introduction hereto.


 


1.115       “Lernco Trademark Agreement” shall
mean that certain Amended and Restated Collateral Assignment of Trademarks
(Security Agreement), entered into by Lernco in favor of Agent, for itself and
the ratable benefit of the Lenders and the Bank Product Providers, as the same
may be amended, modified or supplemented from time to time.


 


1.116       “Lerner” shall have the meaning
given in the preamble hereto.


 


1.117       “Lerner GC” shall mean Lerner New
York GC, LLC, an Ohio limited liability company.


 


1.118       “Lerner Stock Pledge Agreement”
shall mean that certain Amended and Restated Stock Pledge Agreement, in form
and substance satisfactory to Agent, executed and delivered by Lerner to Agent,
for itself and the ratable benefit of the Lenders and the Bank Product
Providers, with respect to the pledge of 100% of the Capital Stock of
Associated Lerner, Lernco and Lerner GC, owned by Lerner, as the same may be
amended, modified or supplemented from time to time.


 


1.119       “Lerner Trademark Agreement” shall
mean that certain Collateral Assignment of Trademarks (Security Agreement),
entered into by Lerner in favor of Agent, for itself and the ratable benefit of
the Lenders and the Bank Product Providers, as the same may be amended,
modified or supplemented from time to time.


 


1.120       “Letter of Credit Accommodations”
shall mean, collectively, the letters of credit, merchandise purchase or other
guaranties which are from time to time either (a) issued or opened by Agent or
any Revolving Loan Lender for the account of any Borrower or any Obligor or (b)
with respect to which Agent or Revolving Loan Lenders have agreed to indemnify
the issuer or guaranteed to the issuer the performance by any Borrower or any
Obligor of its obligations to such issuer; sometimes being referred to herein
individually as “Letter of Credit Accommodation”.


 


1.121       “Letter of Credit Fee” shall have
the meaning set forth in Section 2.2(b) hereof.


 


1.122       “Leverage Ratio” shall mean, at
the end of any fiscal month, the ratio computed for the period consisting of
twelve consecutive fiscal months ended on such date of (a) the principal
amounts of the Loans and any other secured Indebtedness of any Borrower that
are outstanding as of the last day of such period to (b) Borrowers’ EBITDA for
such period.


 


1.123       “Leverage Ratio (Funded)” shall
mean, at the end of any fiscal month, the ratio computed for the period
consisting of twelve consecutive fiscal months ended on such date of (a) the
principal amounts of the Loans and any other secured Indebtedness of any
Borrower (other


 


26

















 


than
Letter of Credit Accommodations) that are outstanding as of the last day of
such period to (b) Borrowers’ EBITDA for such period.


 


1.124       “License Agreements” shall have
the meaning set forth in Section 8.11 hereof.


 


1.125       “Loan Parties” means the
Borrowers, the Guarantors and the Obligors.


 


1.126       “Loans” shall mean the Revolving
Loans, the Special Agent Advances, the Term Loan and the Letter of Credit
Accommodations.


 


1.127       “Material Adverse Effect” shall
mean a material adverse effect on (a) the financial condition, business,
performance or operations of either the Borrowers taken as a whole or the Loan
Parties taken as a whole; (b) the legality, validity or enforceability of
this Agreement or any of the other Financing Agreements; (c) the legality,
validity, enforceability, perfection or priority of the security interests and
liens of Agent upon the Collateral; (d) the Collateral or its value; (e) the
ability of the Borrowers, taken as a whole, to repay the Obligations or of
either the Borrowers, taken as a whole, or the Loan Parties, taken as a whole,
to perform their obligations under this Agreement or any of the other Financing
Agreements as and when to be performed; or (f) the ability of Agent or any
Lender to enforce the Obligations or realize upon the Collateral or otherwise
with respect to the rights and remedies of Agent and Lenders under this
Agreement or any of the other Financing Agreements.


 


1.128       “Material Contract” shall mean (a)
any contract or other agreement (other than the Financing Agreements), written
or oral, of any Borrower or Obligor involving liability for $5,000,000 or more
of Indebtedness owed to any Person (other than another Loan Party) or (b) any
other contract or other agreement (other than the Financing Agreements),
whether written or oral, to which any Borrower is a party as to which the
breach, nonperformance, cancellation or failure to renew by any party thereto
would have a Material Adverse Effect.


 


1.129       “Maximum
Credit” shall mean the amount of $165,000,000.


 


1.130       “Measurement Period” shall mean
the twelve-month period ending on the last day of any month in which EBITDA is
to be measured, taken as a single accounting period.


 


1.131       “Multiemployer Plan” shall mean a
“multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was
at any time during the current year or the immediately preceding six (6) years
contributed to by any Borrower or any ERISA Affiliate.


 


1.132       “Net Amount of Eligible Credit Card
Receivables” shall mean, the gross amount of the Eligible Credit Card
Receivables less returns, discounts, claims, credits and allowances of any
nature at any time issued, owing, granted, outstanding, available or claimed
with respect thereto.


 


1.133       “Net Amount of Eligible Damaged Goods
Vendors Receivables” shall mean the gross amount of the Eligible Damaged
Goods Vendors Receivables less returns, discounts, claims, credits and
allowances of any nature at any time issued, owing, granted, outstanding,
available or claimed with respect thereto.


 


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1.134       “Net Amount of Eligible Sell-Off
Vendors Receivables” shall mean, the gross amount of the Eligible Sell-Off
Vendors Receivables less returns, discounts, claims, credits and allowances of
any nature at any time issued, owing, granted, outstanding, available or
claimed with respect thereto.


 


1.135       “Net Income” shall mean, for any
period, the net income (or loss) of the Borrowers and Obligors on a
consolidated basis for such period taken as a single accounting period as
determined in accordance with GAAP; provided, however, there
shall be excluded therefrom (i) unrealized gains and losses due solely to
fluctuations in currency values and the related tax effects according to GAAP
and (ii) items classified as a cumulative effect of an accounting change or as
extraordinary items, in accordance with GAAP; provided, further,
for clarification purposes, stores openings and closings in ordinary course
shall not be considered extraordinary for the purposes hereof.


 


1.136       “Net Recovery Percentage” shall
mean the fraction, expressed as a percentage, (a) the numerator of which
is the amount equal to the amount of the recovery in respect of the Inventory
at such time a “net orderly liquidation value” basis as set forth in the most
recent acceptable appraisal of Inventory received by Agent in accordance with
Section 7.3, net of operating expenses, liquidation expenses and commissions,
and (b) the denominator of which is the applicable Value of the aggregate
amount of the Inventory subject to such appraisal.


 


1.137       “Nevada Factoring” shall mean
Nevada Receivable Factoring, Inc., a Nevada corporation.


 


1.138       “Non-Borrower Receivables” shall
mean those receivables owned by World Bank, Nevada Factoring or any Person
other than a Borrower, with respect to which the proceeds thereof are, at any
time, in the possession of a Borrower or in a deposit account of a Borrower and
such Borrower maintains possession or control of such proceeds for the benefit
of World Bank, Nevada Factoring or any other such Person pursuant to the
Private Label Credit Card Agreement or any other agreement.


 


1.139       “Non-Consenting Lender” shall have
the meaning set forth in Section 11.3(d) hereof.


 


1.140       “Non-Recourse Agreement” shall
mean that certain agreement dated as of November 27, 2002 and entered into by
and among Lerner, Nevada Factoring and World Bank.


 


1.141       “Non-Reserved LC Amount” shall
mean, as of any date of determination, seventy-five percent (75%) (or eighty
percent (80%) during the Seasonal Advance Period) of the face amount of each
Goods in Progress LC then outstanding.


 


1.142       “Non-Seasonal Advance Period”
shall mean those periods during any calendar year other than the Seasonal
Advance Period.


 


1.143       “Notice of Default or Failure of
Condition” shall have the meaning set forth in Section 12.3(a) hereof.


 


1.144       “Notice of Retention” shall have
the meaning set forth in Section 9.11(i) hereof.


 


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1.145       “NY&Co” shall mean NY &
Co. Group, Inc., a Delaware corporation.


 


1.146       “NY&Co Stock Pledge Agreement”
shall mean that certain Amended and Restated Stock Pledge Agreement, in form
and substance satisfactory to Agent, executed and delivered by NY&Co to
Agent, for itself and the ratable benefit of the Lenders and the Bank Product
Providers, with respect to the pledge of 100% of the Capital Stock of Parent
owned by NY&Co, as the same may be amended, modified or supplemented from
time to time.


 


1.147       “Obligations” shall mean the Term
Loan, any and all Revolving Loans, Letter of Credit Accommodations and all
other obligations, liabilities and indebtedness of every kind, nature and
description owing by any Borrower to Agent or any Lender and/or any of their
Affiliates, including all obligations arising under or in connection with Bank
Products, whether consisting of principal, interest, charges, fees, costs and
expenses, fees relating to Letters of Credit even if such fees were incurred
prior to the date of the Original Loan Agreement, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, arising under this
Agreement or any of the other Financing Agreements, whether now existing or
hereafter arising, whether arising before, during or after the initial or any
renewal term of this Agreement or after the commencement of any case with
respect to any Borrower or any Guarantor or Obligor under the United States
Bankruptcy Code or any similar statute (including the payment of interest and
other amounts which would accrue and become due but for the commencement of
such case, whether or not such amounts are allowed or allowable in whole or in
part in such case), whether direct or indirect, absolute or contingent, joint
or several, due or not due, primary or secondary, liquidated or unliquidated,
or secured or unsecured.


 


1.148       “Obligor” shall mean any Guarantor
(other than NY&Co), endorser, acceptor, surety or other person liable on or
with respect to the Obligations or who is the owner of any property which is
security for the Obligations, other than a Borrower or NY&Co.


 


1.149       “Original Loan Agreement” shall
have the meaning set forth in the recitals hereof.


 


1.150       “Parent” shall have the meaning
set forth in recitals hereof.


 


1.151       “Parent Stock Pledge Agreement”
shall mean that certain Amended and Restated Stock Pledge Agreement, in form
and substance satisfactory to Agent, executed and delivered by Parent to Agent,
for itself and the ratable benefit of the Lenders and the Bank Product
Providers, with respect to the pledge of 100% of the Capital Stock of Borrower
and Nevada Factoring owned by Parent, as the same may be amended, modified or
supplemented from time to time.


 


1.152       “Participant” shall mean any
Person that acquires and holds a participation in the interest of any Lender in
any of the Revolving Loans, Letter of Credit Accommodations or the Term Loan in
conformity with the provisions of Section 14.7 of this Agreement governing
participations.


 


1.153       “Participant Register” shall have
the meaning given in Section 14.7(h) hereof.


 


1.154       “Pension Plan” shall mean a Plan
that is subject to Title IV of ERISA.


 


29

















 


1.155       “Person” or “person” shall
mean any individual, sole proprietorship, partnership, corporation (including
any corporation which elects subchapter S status under the Code), limited
liability company, limited liability partnership, business trust,
unincorporated association, joint stock corporation, trust, joint venture or
other entity or any government or any agency or instrumentality or political
subdivision thereof.


 


1.156       “Plan” shall mean an employee
benefit plan (as defined in Section 3(3) of ERISA) which any Borrower or any
Obligor or, solely with respect to an employee benefit plan subject to Title IV
of ERISA, an ERISA Affiliate sponsors or to which it contributes, or a
Multiemployer Plan.


 


1.157       “Prime Rate” shall mean the rate
from time to time publicly announced by Wachovia Bank, National Association, or
its successors, as its prime rate, whether or not such announced rate is the
best rate available at such bank.


 


1.158       “Prime Rate Loans” shall mean the
Loans or any portion thereof on which interest is payable based on the Prime
Rate in accordance with the terms thereof.


 


1.159       “Priority Event” shall mean the
occurrence of any one or more of the following: (a) the occurrence and
continuance of an Event of Default under Section 10.1(a)(i) hereof with respect
to any Borrower’s failure to pay any of the Obligations related to the
Revolving Loans (including principal, interest, fees and expenses attributable
thereto); (b) the occurrence and continuance of an Event of Default under
Sections 10.1(g) or 10.1(h) hereof; or (c) the occurrence of any other Event of
Default and the acceleration by Agent of the payment of all or a material
portion of the Obligations related to the Revolving Loans.


 


1.160       “Private Label Credit Card Agreement”
shall mean that certain Private Label Credit Card Program Agreement, dated as
of August 8, 2002, and entered into by and among Lerner, Nevada Factoring, and
World Bank.


 


1.161       “Private Label Credit Card Receivables”
shall mean those Accounts and other indebtedness owed to Lerner arising under
Lerner’s private label credit card program and sold or otherwise assigned or
transferred by Lerner to Nevada Factoring or World Bank, directly or
indirectly.


 


1.162       “Pro Rata Share” shall mean:


 


(a)           with respect to a Revolving Loan
Lender’s obligation to make Revolving Loans and right to receive payments
relative thereto, the fraction (expressed as a percentage) the numerator of
which is such Lender’s Revolving Loan Commitment and the denominator of which
is the aggregate amount of all of the Revolving Loan Commitments of all
Revolving Loan Lenders;


 


(b)           with respect to a Term Loan Lender’s
obligation to make the Term Loan and right to receive payments relative
thereto, the fraction (expressed as a percentage) the numerator of which is
such Lender’s Term Loan Commitment and the denominator of which is the
aggregate amount of all of the Term Loan Commitments of all Term Loan Lenders;
and


 


30

















 


(c)           with respect to all other matters
(including the indemnification obligations arising under Section 12.5 hereof),
the fraction (expressed as a percentage) the numerator of which is such
Lender’s Total Commitment and the denominator of which is the aggregate amount
of all of the Total Commitments of all Lenders.


 


1.163       “Provision for Taxes” shall mean
an amount equal to all taxes imposed on or measured by net income, whether
Federal, State, Provincial, county or local, and whether foreign or domestic,
that are paid or payable by any Person in respect of any period in accordance
with GAAP.


 


1.164       “Purchase Price” shall have the
meaning given in Section 10.2(d)(iii) hereof.


 


1.165       “Qualified Cash” shall mean, as of
any date of determination, the amount of cash carried by any Borrower on its
balance sheet, other than cash in the Cash Collateral Account or any Blocked
Account, which is in an account subject to a Deposit Account Control Agreement
and with respect to which Agent has received statements of the available
balances thereof from the bank or other financial institution at which such
account is maintained which confirm such amounts; provided, however,
for purposes of any calculation of the amount of Qualified Cash that may be
required under the provisions of this Agreement, such calculation shall not
include any proceeds of the Bond Debt then contained in any such account or
otherwise held by any Borrower; provided, further, however,
if a Notice of Retention has been received by Agent, the Retained Amount
indicated in such Notice of Retention which is contained in any such account
shall be included in the calculation of Qualified Cash.


 


1.166       “Real Property” shall mean all now
owned and hereafter acquired real property of any Borrower and any Obligor,
including leasehold interests, together with all buildings, structures, and
other improvements located thereon and all licenses, easements and appurtenances
relating thereto, wherever located.


 


1.167       “Receivables” shall mean all of
the following now owned or hereafter arising or acquired property of each
Borrower: (a) all Accounts; (b) all interest, fees, late charges, penalties,
collection fees and other amounts due or to become due or otherwise payable in
connection with any Account; (c) all payment intangibles; (d) letters of
credit, indemnities, guarantees, security or other deposits and proceeds
thereof issued payable to such Borrower or otherwise in favor of or delivered
to such Borrower in connection with any Account; or (e) all other accounts,
contract rights, chattel paper, instruments, notes, general intangibles and
other forms of obligations owing to such Borrower, whether from the sale and
lease of goods or other property, licensing of any property (including
Intellectual Property or other general intangibles), rendition of services or
from loans or advances by such Borrower or to or for the benefit of any third
person (including loans or advances to any Affiliates or Subsidiaries of any
Borrower) or otherwise associated with any Accounts, Inventory or general
intangibles of such Borrower (including, without limitation, choses in action,
causes of action, tax refunds, tax refund claims, any funds which may become
payable to such Borrower in connection with the termination of any Plan or
other employee benefit plan and any other amounts payable to such Borrower from
any Plan or other employee benefit plan, rights and claims against carriers and
shippers, rights to indemnification, business interruption insurance and
proceeds thereof, casualty or any similar


 


31

















 


types
of insurance and any proceeds thereof and proceeds of insurance covering the
lives of employees on which such Borrower is a beneficiary).


 


1.168       “Records” shall mean all of each
Borrower’s present and future books of account of every kind or nature,
purchase and sale agreements, invoices, ledger cards, bills of lading and other
shipping evidence, statements, correspondence, memoranda, credit files and
other data relating to the Collateral or any account debtor, together with the
tapes, disks, diskettes and other data and software storage media and devices,
file cabinets or containers in or on which the foregoing are stored (including
any rights of such Borrower with respect to the foregoing maintained with or by
any other person).


 


1.169       “Reference Bank” shall mean
Wachovia Bank, National Association, or such other bank as Agent may from time
to time designate.


 


1.170       “Register” shall have the meaning
set forth in Section 14.7(b) hereof.


 


1.171       “Registered Term Loan” shall have
the meaning set forth in Section 2.3(c) hereof.


 


1.172       “Registered Term Note” shall have
the meaning set forth in Section 2.3(c) hereof.


 


1.173       “Report” or “Reports” shall
have the meaning set forth in Section 12.10(a) hereof.


 


1.174       “Required Lenders” shall mean, at
any time, those Lenders whose Pro Rata Shares aggregate fifty-nine percent
(59%) or more of the aggregate of the Total Commitments of all Lenders.


 


1.175       “Required Revolving Loan Lenders”
shall mean, at any time, those Revolving Loan Lenders whose Pro Rata Shares
aggregate sixty-six and two-thirds percent (662/3%) or
more of the aggregate of the Revolving Loan Commitments of all Revolving Loan
Lenders.


 


1.176       “Required Term Loan Lenders” shall
mean, at any time, those Term Loan Lenders whose Pro Rata Shares aggregate
fifty-one percent (51%) or more of the aggregate of the Term Loan Commitments
of all Term Loan Lenders.


 


1.177       “Reserves” shall mean as of any
date of determination, such amounts as Agent may from time to time establish
and revise in good faith reducing the amount of Revolving Loans and Letter of
Credit Accommodations which would otherwise be available to Borrowers under the
lending formula(s) provided for herein: 
(a) to reflect events, conditions, contingencies or risks which, as
determined by Agent in good faith, adversely affect, or would have a reasonable
likelihood of adversely affecting, either (i) the Collateral or any other
property which is security for the Obligations or its value or (ii) the assets,
business or prospects of any Borrower or any Obligor or (iii) the security
interests and other rights of Agent or any Lender in the Collateral (including
the enforceability, perfection and priority thereof) or (b) to reflect Agent’s
good faith belief that any collateral report or financial information furnished
by or on behalf of any Borrower or any Obligor to Agent is or may have been
incomplete, inaccurate or misleading in any material respect.  To the extent Agent may decrease the lending
formulas used to determine the Borrowing Base or establish new criteria or
revise existing criteria for Eligible Sell-Off Vendors Receivables, Eligible Damaged
Goods Vendors Receivables, Eligible Credit


 


32

















 


Card
Receivables or Eligible Inventory so as to address any circumstances,
condition, event or contingency in a manner satisfactory to Agent, Agent shall
not establish a Reserve for the same purpose. 
The amount of any Reserve established by Agent shall have a reasonable
relationship to the event, condition or other matter which is the basis for
such reserve as determined by Agent in good faith.  For purposes of this definition, and without limiting the
foregoing, “Reserves” shall include: (u) the Total LC Reserve Amount, (v) the
Gift Certificate and Store Credit Reserve, (w) such amounts, as determined by
Agent, for amounts at any time due or to become due to the owner, lessor or
operator of any facility at which Eligible Inventory may be located with
respect to which Agent has not received a Collateral Access Agreement, in form
and substance satisfactory to Agent, provided that, with respect to facilities
leased by a Borrower which are located in a jurisdiction which affords the
lessor thereof a lien, or other such rights, on any of the Collateral for
unpaid rent or other amounts, which lien may have priority over Agent’s liens
on or rights to the Collateral, such amount shall equal three (3) months rent
for such facility plus any amounts past due, (x) such amounts, as determined by
Agent, for sales, excise or similar taxes that are (i) past due and (ii) not
being contested in good faith and not subject to liens filed against any
Borrower with respect thereto, (y) such amounts, as determined by Agent, for
payments owed by any Borrower to bailees, customs brokers or freight forwarders
for the services provided by such bailees, customs brokers or freight forwarders
in an amount not to exceed $1,000,000, plus such freight, customs, taxes and
duty and other amounts which Agent estimates must be paid upon the arrival and
in connection with the delivery to a Borrower’s location for Eligible Inventory
within the United States of America of any Inventory ordered or purchased by
any Borrower under a documentary Letter of Credit Accommodation or which
constitutes any portion of the Borrowing Base; provided, that, in
calculating such amounts, Agent shall give reasonable consideration to the
existence of the WIIC LC, and (z) upon an Event of Default or if Borrowers’
Compliance Excess Availability is less than $10,000,000, such amounts, as
determined by Agent, for Service Costs owed to Limited Brands, Inc. or any of
its Affiliates and payable by any Borrower or any of their Affiliates arising
from logistic or information technology services to be provided by Limited
Brands, Inc. for the benefit of any Borrower or its Affiliates pursuant to the
Transition Services Agreement in an amount not to exceed $1,000,000.


 


1.178       “Retained Amount” shall have the
meaning set forth in Section 9.11(i) hereof.


 


1.179       “Revolving Loan Commitment” shall
mean, as to any Lender: (a) at any time prior to the termination of the
Revolving Loan Commitments, the amount of such Lender’s revolving loan
commitment as set forth on Schedule 1.205 hereto or on Schedule 1 to the
Assignment and Acceptance Agreement pursuant to which such Lender became a
Lender under this Agreement, as such amount may be adjusted from time to time
in accordance with the provisions of Section 14.7 hereof, and (b) after the
termination of the Revolving Loan Commitments, the unpaid amount of Revolving
Loans and Special Agent Advances made by such Lender and such Lender’s interest
in the outstanding Letter of Credit Accommodations, in each case as the same
may be adjusted from time to time in accordance with the terms hereof.


 


1.180       “Revolving Loan Credit Facility”
shall mean the Revolving Loans and Letter of Credit Accommodations provided to
or for the benefit of Borrowers pursuant to the terms of this Agreement.


 


33

















 


1.181       “Revolving Loan Interest Rate”
shall mean:


 


(a)           Subject to clauses (b) and (c) of
this Section 1.180:


 


(i)            as to Revolving Loans that are Prime
Rate Loans, a rate equal to the Prime Rate,


 


(ii)           as to Revolving Loans that are
Eurodollar Rate Loans, a rate equal to two percent (2.00%) per annum in excess
of the Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate
applicable for the Interest Period selected by Borrowers, as in effect two (2)
Business Days after the date of receipt by Agent of the request of or on behalf
of Borrowers for such Eurodollar Rate Loans in accordance with the terms
hereof, whether such rate is higher or lower than any rate previously quoted to
Borrowers).


 


(b)           So long as no Event of Default has
occurred and is continuing, on a quarterly basis, effective on the first day of
the first month following receipt of Borrowers’ quarterly financial statements,
the Revolving Loan Interest Rate will be adjusted to reflect the lowest
Revolving Loan Interest Rate applicable based on (i) Borrowers’ EBITDA during
the twelve (12) month period ending on the last day of the immediately
preceding fiscal quarter, or (ii) Borrowers’ Average Excess Availability for
the immediately preceding fiscal quarter, as set forth below:


 


	
  EBITDA

  	
   

  	
  Average
  Excess

  Availability

  	
   

  	
  Adjusted

  Prime Rate Basis

  	
   

  	
  Adjusted
  Eurodollar

  Rate Basis

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $65,000,000

  	
   

  	
  Greater than $30,000,000

  	
   

  	
  0.00

  	
  %

  	
  2.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $40,000,000 but equal to or less than $65,000,000

  	
   

  	
  Greater than $15,000,000 but equal to or less than $30,000,000

  	
   

  	
  0.25

  	
  %

  	
  2.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or
  less than $40,000,000

  	
   

  	
  Equal to or less than $15,000,000

  	
   

  	
  0.50

  	
  %

  	
  2.50

  	
  %

  



 


(c)           Notwithstanding anything to the
contrary contained in clauses (a) and (b) of this Section 1.180, the Revolving
Loan Interest Rate shall mean the rate of two and one-half percent (2.50%) per
annum in excess of the Prime Rate as to Revolving Loans that are Prime Rate
Loans and the rate of four and one-half percent (4.50%) per annum in excess of
the Adjusted Eurodollar Rate as to Revolving Loans that are Eurodollar Rate
Loans, at Agent’s option or, upon the written direction of Required Revolving
Loan Lenders, (i) either (A) for the period on and after the date of
termination or non-renewal hereof until such time as all Obligations are
indefeasibly paid and satisfied in full in immediately available funds, or (B)
for the period from and after the date of the occurrence of any Event of
Default, and for so long as such Event of Default is continuing and (ii) on the
Revolving Loans at any time outstanding in


 


34

















 


excess
of the Borrowing Base or the Revolving Loan Limit (whether or not such
excess(es) arise or are made with or without Agent’s or any Lender’s knowledge
or consent and whether made before or after an Event of Default).


 


1.182       “Revolving Loan Lender” shall mean
any Lender having a Revolving Loan Commitment.


 


1.183       “Revolving Loan Limit” shall mean,
at any time, the amount equal to $90,000,000.


 


1.184       “Revolving Loan Maturity Date”
shall mean March 16, 2007 or, unless the Revolving Loan Facility or this
Agreement is sooner terminated in accordance with the terms of this Agreement,
March 16 of each year thereafter.


 


1.185       “Revolving Loans” shall mean the
loans now or hereafter made by or on behalf of any Revolving Loan Lender or by
Agent for the account of any Revolving Loan Lender on a revolving basis
(involving advances, repayments and readvances) as set forth in Section 2.1
hereof.


 


1.186       “Seasonal Advance Period” shall
mean the period commencing on May 1 and ending on November 30 of each calendar
year.


 


1.187       “Second Quarter-End” shall mean
the dates denoted as Second Quarter-End dates on Schedule 1.83.


 


1.188       “Seller” shall mean LFAS, Inc., a
Delaware corporation.


 


1.189       “Service Costs” shall have the
meaning set forth in the Transition Services Agreement.


 


1.190       “Settlement Period” shall have the
meaning set forth in Section 6.9(b) hereof.


 


1.191       “Solvent” shall mean, at any time
with respect to any Person, that at such time such Person (a) is able to
pay its debts as they mature and has (and has a reasonable basis to believe it
will continue to have) sufficient capital (and not unreasonably small capital)
to carry on its business consistent with its practices as of the date of the
Original Loan Agreement, and (b) the assets and properties of such Person
at a fair valuation (and including as assets for this purpose at a fair
valuation all rights of subrogation, contribution or indemnification arising
pursuant to any guarantees given by such Person) are greater than the
Indebtedness of such Person, and including subordinated and contingent
liabilities computed at the amount which, such person has a reasonable basis to
believe, represents an amount which can reasonably be expected to become an
actual or matured liability (and including as to contingent liabilities arising
pursuant to any guarantee the face amount of such liability as reduced to
reflect the probability of it becoming a matured liability).


 


1.192       “Special Agent Advances” shall
have the meaning set forth in Section 12.11 hereof.


 


35

















 


1.193       “Specified Amounts” shall have the
meaning set forth in Section 6.4(b)(i) hereof.


 


1.194       “Specified Default” shall mean an
Event of Default under Sections 10.1(a)(i), 10.1(a)(iii) (to the extent arising
as a result of the failure to comply with Sections 9.7, 9.8, 9.9, 9.10, 9.11,
9.12, 9.17 or 9.18 hereof), 10.1(g) or 10.1(h) hereof.


 


1.195       “Standstill Period” shall mean the
120 day period commencing on the date that Agent receives a written notice of a
Specified Default, executed and delivered by the Required Term Loan Lenders,
demanding the accelerated payment by Borrower of the Term Loan and all
Obligations payable in connection with the Term Loan and requesting that Agent
commence one or more Enforcement Actions.


 


1.196       “Stock Pledge Agreements” shall
mean, collectively, the NY&Co Stock Pledge Agreement, the Parent Stock
Pledge Agreement, the Lerner Stock Pledge Agreement and any other stock pledge
agreement at any time made in favor of Agent, for itself and the ratable benefit
of the Lenders and the Bank Product Providers, in connection with this
Agreement.


 


1.197       “Subordinated Note” shall mean
that certain 10% Subordinated Note, dated as of November 27, 2002, and issued
by NY&Co for the benefit of Seller in the amount of $75,000,000, including,
without limitation, subordination and intercreditor terms for Agent’s
contractual benefit.


 


1.198       “Subsidiary” or “subsidiary”
shall mean, with respect to any Person, any corporation, limited liability
company, limited liability partnership or other limited or general partnership,
trust, association or other business entity of which an aggregate of at least a
majority of the outstanding Capital Stock or other interests entitled to vote
in the election of the board of directors of such corporation (irrespective of
whether, at the time, Capital Stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency), managers, trustees or other controlling persons, or an
equivalent controlling interest therein, of such Person is, at the time,
directly or indirectly, owned by such Person and/or one or more subsidiaries of
such Person.


 


1.199       “Taxes” shall have the meaning set
forth in Section 6.4(d) hereof.


 


1.200       “Term Loan” shall have the meaning
set forth in Section 2.3 hereof.


 


1.201       “Term Loan Commitment” shall mean,
as to any Lender: (a) at any time prior to the making of the Term Loan, the
amount of such Lender’s term loan commitment as set forth on Schedule 1.205
hereto or on Schedule 1 to the Assignment and Acceptance Agreement pursuant to
which such Lender became a Lender under this Agreement, as such amount may be
adjusted from time to time in accordance with the provisions of Section 14.7
hereof, and (b) at any time after the making of the Term Loan, that portion of
the Term Loan made by and owing to such Lender, in each case as the same may be
adjusted from time to time in accordance with the terms hereof.


 


1.202       “Term Loan Interest Rate” shall
mean, for any month during which any Obligations related to the Term Loan are
outstanding, a per annum rate equal to the greater of (a) five and one-half
(5.5) percentage points in excess of the Adjusted Eurodollar Rate (when


 


36

















 


calculated
using the Eurodollar Rate existing as of the last day of the month ended
immediately prior to such month and an Interest Period of one month) or (b) six
and three-quarters percent (6.75%); provided, however, at Agent’s
option or, upon the written direction of the Required Term Loan Lenders, the
Term Loan Interest Rate shall be increased by two (2.0) percentage points
either (i) for the period on and after the date of termination or non-renewal
hereof until such time as all Obligations are indefeasibly paid and satisfied
in full in immediately available funds, or (ii) for the period from and after
the date of the occurrence of any Event of Default, and for so long as such
Event of Default is continuing.


 


1.203       “Term Loan Lender” shall mean any
Lender having a Term Loan Commitment.


 


1.204       “Term Loan Maturity Date” shall
mean the earlier to occur of (a) March 13, 2009 or (b) the Revolving Loan
Maturity Date.


 


1.205       “Third Quarter-End” shall mean the
dates denoted as Third Quarter-End dates on Schedule 1.83.


 


1.206       “Total Commitment” shall mean, as
to each Lender, the sum of such Lender’s Revolving Loan Commitment, if any,
plus such Lender’s Term Loan Commitment, if any, as set forth on Schedule
1.205 hereto, or on Schedule 1 to the Assignment and Acceptance Agreement
pursuant to which such Lender became a Lender under this Agreement, as such
amounts may be adjusted from time to time in accordance with the provisions of
Section 14.7 hereof.


 


1.207       “Total LC Reserve Amount” shall
mean, as of any date of determination, the aggregate amount of all LC Reserve
Amounts for all Letter of Credit Accommodations then outstanding.


 


1.208       “Transition Services Agreement”
shall mean collectively, those certain transition services agreements, dated as
of November 27, 2002, and entered into by and among Seller, NY&Co and
Lerner.


 


1.209       “UCC” shall mean the Uniform
Commercial Code as in effect in the State of New York and any successor
statute, as in effect from time to time (except that terms used herein which
are defined in the Uniform Commercial Code as in effect in the State of New
York on the date of the Original Loan Agreement shall continue to have the same
meaning notwithstanding any replacement or amendment of such statute except as
Agent may otherwise determine); provided, that, if, with respect
to any financing statement or by reason of any provisions of law, the
perfection or the effect of perfection or non-perfection of the security
interests granted to the Agent pursuant to the applicable Financing Agreement
is governed by the Uniform Commercial Code as in effect in a jurisdiction of
the United States other than the State of New York, then “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions of each Financing Agreement and any
financing statement relating to such perfection or effect of perfection or
non-perfection.


 


1.210       “Unused Line Fee” shall have the
meaning set forth in Section 3.2(a) hereof.


 


1.211       “Value” shall mean, as determined
by Agent in good faith, with respect to Inventory, the lower of (a) cost
computed on a specific identification basis in accordance with


 


37

















 


GAAP
or (b) market value; provided, that, for purposes of the
calculation of the Borrowing Base, (i) the Value of the Inventory shall not
include:  (A) the portion of the value
of Inventory equal to the profit earned by a Borrower or any Affiliate of any
Borrower on the sale thereof to any Borrower or (B) write-ups or
write-downs in value with respect to currency exchange rates and (ii)
notwithstanding anything to the contrary contained herein, the cost of the
Inventory shall be computed in the same manner and consistent with the most
recent appraisal of the Inventory received and accepted by Agent prior to the
date of the Original Loan Agreement, if any.


 


1.212       “Voting Stock” shall mean with
respect to any Person, (a) one (1) or more classes of Capital Stock of such
Person having general voting powers to elect at least a majority of the board
of directors, managers or trustees of such Person, irrespective of whether at
the time Capital Stock of any other class or classes have or might have voting
power by reason of the happening of any contingency, and (b) any Capital Stock
of such Person convertible or exchangeable without restriction at the option of
the holder thereof into Capital Stock of such Person described in clause (a) of
this definition.


 


1.213       Warrant” shall mean that certain
stock purchase warrant, dated November 27, 2002, issued by NY&Co to Seller
initially to purchase 920,245 shares of NY&Co common stock, and any
securities issued by NY&Co upon exercise, or in exchange or replacement,
thereof.


 


1.214       “WIIC LC” shall mean, that certain
Irrevocable Standby Letter of Credit Number SM201931W, issued by Wachovia Bank,
N.A. for the account of Lerner on February 4, 2003 for the benefit of
Washington International Insurance Company in the amount of $4,000,000.


 


1.215       “World Bank” shall mean World
Financial Network National Bank.


 


SECTION
2.                                      CREDIT FACILITIES


 


2.1           Revolving
Loans.


 


(a)           Subject to and upon the terms and
conditions contained herein, each Revolving Loan Lender severally (and not
jointly) agrees to fund its Pro Rata Share of Revolving Loans to Borrowers from
time to time in amounts requested by any Borrower up to the amount outstanding
at any time equal to the lesser of: (i) the Borrowing Base at such time or
(ii) the Revolving Loan Limit.


 


(b)           Agent may, in its discretion, from
time to time, upon not less than ten (10) Business Days prior telephonic or
electronic notice only to Borrowers, reduce the lending formula(s) with
respect to Eligible Inventory to the extent that Agent determines in good faith
that:  (i) the number of days of the
turnover of the Inventory for any period has adversely changed or (ii) the
liquidation value of the Eligible Inventory, or any category thereof, has
decreased, including any decrease attributable to a material change in the
nature, quality or mix of the Inventory. 
The amount of any decrease in the lending formulas shall have a
reasonable relationship to the event, condition or circumstance which is the
basis for such decrease as determined by Agent in good faith.  In determining whether to reduce the lending
formula(s), Agent may consider events, conditions, contingencies or risks which
are also considered in


 


38

















 


determining
Eligible Sell-Off Vendors Receivables, Eligible Damaged Goods Vendors
Receivables, Eligible Credit Card Receivables, Eligible Inventory or in
establishing Reserves.


 


(c)           Except with the consent of all
Lenders, or as otherwise provided in Sections 12.8 and 12.11, (i) the aggregate
amount of the Loans outstanding at any time shall not exceed the Maximum Credit,
(ii) the aggregate principal amount of the Revolving Loans and Letter of Credit
Accommodations outstanding at any time to Borrowers shall not exceed the lesser
of the Borrowing Base or the Revolving Loan Limit, and (iii) the aggregate
principal amount of the Revolving Loans outstanding at any time to Borrowers
based on the Eligible Inventory shall not exceed the Inventory Loan Limit.


 


(d)           In the event that the aggregate
principal amount of the Revolving Loans and Letter of Credit Accommodations
outstanding to Borrowers exceeds the Borrowing Base or the Revolving Loan
Limit, the aggregate principal amount of Revolving Loans and Letter of Credit
Accommodations based on the Eligible Inventory exceed the Inventory Loan Limit,
or the aggregate amount of the outstanding Letter of Credit Accommodations
exceed the sublimit for Letter of Credit Accommodations set forth in Section
2.2(e), such event shall not limit, waive or otherwise affect any rights of
Agent or Lenders in such circumstances or on any future occasions and Borrowers
shall immediately repay to Agent the entire amount of any such excess(es).


 


2.2           Letter
of Credit Accommodations.


 


(a)           Subject to and upon the terms and
conditions contained herein, at the request of any Borrower, Agent agrees, for
the ratable risk of each Revolving Loan Lender according to its Pro Rata Share,
to provide or arrange for Letter of Credit Accommodations for the account of
Borrowers containing terms and conditions acceptable to Agent and the issuer
thereof.  Any payments made by or on
behalf of Agent or any Revolving Loan Lender to any issuer thereof and/or
related parties in connection with the Letter of Credit Accommodations provided
to or for the benefit of any Borrower shall constitute additional Revolving
Loans to Borrowers pursuant to this Section 2 (or Special Agent Advances as the
case may be).


 


(b)           In addition to any charges, fees or
expenses charged by any bank or issuer in connection with the Letter of Credit
Accommodations, Borrowers shall pay to Agent, for the benefit of Revolving Loan
Lenders, a letter of credit fee at a rate equal to one and one-half percent
(1.50%) per annum (the “Letter of Credit Fee”), on the daily outstanding
balance of the Letter of Credit Accommodations for the immediately preceding
month (or part thereof), payable in arrears as of the first day of each
succeeding month; provided, however, that, so long as no Event of
Default has occurred and is continuing, on a quarterly basis, effective on the
first day of the first month following receipt of Borrowers’ quarterly
financial statements, the Letter of Credit Fee will be adjusted to reflect the
lowest Letter of Credit Fee applicable based on (i) Borrowers’ EBITDA, during
the twelve (12) month period ending on the last day of the immediately preceding
fiscal quarter, or (ii) Borrowers’ Average Excess Availability for the
immediately preceding fiscal quarter, as set forth below:


 


39

















 


	
  EBITDA

  	
   

  	
  Average
  Excess

  Availability

  	
   

  	
  Adjusted
  Letter of

  Credit Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $65,000,000

  	
   

  	
  Greater than $30,000,000

  	
   

  	
  1.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $40,000,000 but equal to or less than $65,000,000

  	
   

  	
  Greater than $15,000,000 but equal to or less than $30,000,000

  	
   

  	
  1.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or
  less than $40,000,000

  	
   

  	
  Equal to or less than $15,000,000

  	
   

  	
  1.75

  	
  %

  



 


; provided, further, however,
that Agent may, and upon the written direction of the Required Revolving Loan
Lenders shall, require Borrowers to pay to Agent for the ratable benefit of
Revolving Loan Lenders such Letter of Credit Fee, at a rate equal to  three and three-quarters of one percent  (3.75%) per annum on such daily
outstanding balance for:  (i) the period
from and after the date of termination hereof until Agent and Lenders have
received full and final payment of all Obligations (notwithstanding entry of a
judgment against any Borrower) and (ii) the period from and after the date of
the occurrence of an Event of Default for so long as such Event of Default is
continuing.  Such Letter of Credit Fee
shall be calculated on the basis of a three hundred sixty (360) day year and
actual days elapsed and the obligation of Borrowers to pay such fee shall
survive the termination of this Agreement.


 


(c)           A Borrower shall give Agent one (1)
Business Day’s prior written notice of such Borrower’s request for the issuance
of a commercial Letter of Credit Accommodation and two (2) Business Days’ prior
written notice of such Borrower’s request for the issuance of a stand-by Letter
of Credit Accommodation.  Such notice
shall be irrevocable and shall specify the original face amount of the Letter
of Credit Accommodation requested, the effective date (which date shall be a
Business Day) of issuance of such requested Letter of Credit Accommodation,
whether such Letter of Credit Accommodations may be drawn in a single or in
partial draws, the date on which such requested Letter of Credit Accommodation
is to expire (which date shall be a Business Day), the purpose for which such
Letter of Credit Accommodation is to be issued, and the beneficiary of the
requested Letter of Credit Accommodation. 
Such Borrower shall attach to such notice the proposed terms of the
Letter of Credit Accommodation.


 


(d)           In addition to being subject to the
satisfaction of the applicable conditions precedent contained in Section 4
hereof and the other terms and conditions contained herein, no Letter of Credit
Accommodations shall be available unless each of the following conditions
precedent have been satisfied in a manner satisfactory to Agent:  (i) the applicable Borrower shall have
delivered to the proposed issuer of such Letter of Credit Accommodation at such
times and in such manner as such proposed issuer may require, an application,
in form and substance satisfactory to such proposed issuer and Agent, for the
issuance of the Letter of Credit Accommodation and such other documents as may
be required pursuant to the terms thereof, and the form and terms of the
proposed Letter of Credit Accommodation shall be satisfactory to Agent and such
proposed issuer, (ii) as of the date of issuance, no order of any court,
arbitrator or other Governmental Authority shall purport by its terms to enjoin
or restrain money center banks


 


40

















 


generally
from issuing letters of credit of the type and in the amount of the proposed
Letter of Credit Accommodation, and no law, rule or regulation applicable to
money center banks generally and no request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over money
center banks generally shall prohibit, or request that the proposed issuer of
such Letter of Credit Accommodation refrain from, the issuance of letters of
credit generally or the issuance of such Letters of Credit Accommodation; and (iii) after
giving effect to the LC Reserve Amount applicable to such requested Letter of
Credit Accommodation, the aggregate amount of the Obligations then outstanding
would not exceed the Borrowing Base or the Revolving Loan Limit.  Effective on the issuance of each Letter of
Credit Accommodation, a Reserve shall be established in an amount equal to the
LC Reserve Amount for such Letter of Credit Accommodation.


 


(e)           Except with the consent of all
Lenders, the amount of all outstanding Letter of Credit Accommodations and all
other commitments and obligations made or incurred by Agent or any Lender in
connection therewith shall not at any time exceed $75,000,000.


 


(f)            Each Borrower shall indemnify and
hold Agent and Revolving Loan Lenders harmless from and against any and all
losses, claims, damages, liabilities, costs and expenses which Agent or any
Revolving Loan Lender may suffer or incur in connection with any Letter of
Credit Accommodations and any documents, drafts or acceptances relating thereto,
including any losses, claims, damages, liabilities, costs and expenses due to
any action taken by any issuer or correspondent with respect to any Letter of
Credit Accommodation, except for such losses, claims, damages, liabilities,
costs or expenses that are a direct result of the gross negligence or willful
misconduct of Agent or any Revolving Loan Lender as determined pursuant to a
final non-appealable order of a court of competent jurisdiction.  Each Borrower assumes all risks with respect
to the acts or omissions of the drawer under or beneficiary of any Letter of
Credit Accommodation and for such purposes the drawer or beneficiary shall be
deemed such Borrower’s agent.  Each
Borrower assumes all risks for, and agrees to pay, all foreign, Federal, State
and local taxes, duties and levies relating to any goods subject to any Letter
of Credit Accommodations or any documents, drafts or acceptances
thereunder.  Each Borrower hereby
releases and holds Agent and Revolving Loan Lenders harmless from and against
any acts, waivers, errors, delays or omissions, whether caused by such
Borrower, by any issuer or correspondent or otherwise with respect to or
relating to any Letter of Credit Accommodation, except for the gross negligence
or willful misconduct of Agent or any Revolving Loan Lender as determined
pursuant to a final, non-appealable order of a court of competent
jurisdiction.  The provisions of this
Section 2.2(f) shall survive the payment of Obligations and the termination of
this Agreement.


 


(g)           At any time during an Availability
Compliance Period, in connection with Inventory purchased pursuant to Letter of
Credit Accommodations during such Availability Compliance Period, each Borrower
shall, at Agent’s request, instruct all suppliers, carriers, forwarders,
customs brokers, warehouses or others receiving or holding cash, checks,
Inventory, documents or instruments in which Agent holds a security interest to
deliver them to Agent and/or subject to Agent’s order, and if they shall come
into any Borrower’s possession, to deliver them, upon Agent’s request, to Agent
in their original form.  Each Borrower
shall also, at Agent’s request, designate Agent as the consignee on all bills
of lading and other negotiable and non-negotiable documents.


 


41

















 


(h)           Each Borrower hereby irrevocably
authorizes and directs any issuer of a Letter of Credit Accommodation to name
such Borrower as the account party therein and to deliver to Agent all
instruments, documents and other writings and property received by issuer
pursuant to the Letter of Credit Accommodations and to accept and rely upon
Agent’s instructions and agreements with respect to all matters arising in
connection with the Letter of Credit Accommodations or the applications
therefor.  Nothing contained herein
shall be deemed or construed to grant any Borrower any right or authority to
pledge the credit of Agent or any Revolving Loan Lender in any manner.  Agent and Revolving Loan Lenders shall have
no liability of any kind with respect to any Letter of Credit Accommodation
provided by an issuer other than Agent or any Revolving Loan Lender unless
Agent has duly executed and delivered to such issuer the application or a
guarantee or indemnification in writing with respect to such Letter of Credit
Accommodation.  Borrowers shall be bound
by any reasonable interpretation made in good faith by Agent, or any other
issuer or correspondent under or in connection with any Letter of Credit
Accommodation or any documents, drafts or acceptances thereunder,
notwithstanding that such interpretation may be inconsistent with any
instructions from any Borrower.


 


(i)            At any time an Event of Default
exists or has occurred and is continuing, Agent shall have the right and
authority to, and no Borrower shall, without the prior written consent of
Agent, (i) approve or resolve any questions of non-compliance of documents, (ii) give
any instructions as to acceptance or rejection of any documents or goods, (iii) execute
any and all applications for steamship or airway guaranties, indemnities or
delivery orders, (iv) grant any extensions of the maturity of, time of
payments for, or time of presentation of, any drafts, acceptances, or
documents, and (v) agree to any amendments, renewals, extensions,
modifications, changes or cancellations of any of the terms or conditions of
any of the applications, Letter of Credit Accommodations, or documents, drafts
or acceptances thereunder or any letters of credit included in the Collateral.  Agent may take such actions either in its
own name or in any Borrower’s name.


 


(j)            At any time, so long as no Event of
Default exists or has occurred and is continuing, any Borrower may, with
Agent’s consent, (i) grant any extensions of the maturity of, time of
payment for, or time of presentation of, any drafts, acceptances, or documents,
and (ii) agree to any amendments, renewals, extensions, modifications, changes
or cancellations of any of the terms or conditions of any of the applications,
Letter of Credit Accommodations, or documents, drafts or acceptances thereunder
or any letters of credit included in the Collateral; provided, that,
such Borrower may approve or resolve any questions of non-compliance of
documents following notice to Agent thereof and without Agent’s consent except
as otherwise provided in Section 2.2(i).


 


(k)           Any rights, remedies, duties or
obligations granted or undertaken by any Borrower to any issuer or
correspondent in any application for any Letter of Credit Accommodation, or any
other agreement in favor of any issuer or correspondent relating to any Letter
of Credit Accommodation, shall be deemed to have been granted or undertaken by
such Borrower to Agent for the ratable benefit of Revolving Loan Lenders.  Any duties or obligations undertaken by
Agent to any issuer or correspondent in any application for any Letter of
Credit Accommodation, or any other agreement by Agent in favor of any issuer or
correspondent to the extent relating to any Letter of Credit Accommodation,
shall be deemed to have been undertaken


 


42

















 


by
such Borrower to Agent for the ratable benefit of Revolving Loan Lenders and to
apply in all respects to such Borrower.


 


(l)            Immediately upon the issuance or
amendment of any Letter of Credit Accommodation, each Revolving Loan Lender
shall be deemed to have irrevocably and unconditionally purchased and received,
without recourse or warranty, an undivided interest and participation to the
extent of such Revolving Loan Lender’s Pro Rata Share of the liability with
respect to such Letter of Credit Accommodation (including, without limitation,
all Obligations with respect thereto).


 


(m)          Borrowers are irrevocably and
unconditionally, jointly and severally, obligated, without presentment, demand
or protest, to pay to Agent any amounts paid by an issuer of a Letter of Credit
Accommodation with respect to such Letter of Credit Accommodation (whether
through the borrowing of Revolving Loans in accordance with Section 2.2(a) or
otherwise).  In the event that Borrowers
fail to pay Agent on the date of any payment under a Letter of Credit
Accommodation in an amount equal to the amount of such payment, Agent (to the
extent it has actual notice thereof) shall promptly notify each Revolving Loan
Lender of the unreimbursed amount of such payment and each Revolving Loan
Lender agrees, upon one (1) Business Day’s notice, to fund to Agent the
purchase of its participation in such Letter of Credit Accommodation in an
amount equal to its Pro Rata Share of the unpaid amount.  The obligation of each Revolving Loan Lender
to deliver to Agent an amount equal to its respective participation pursuant to
the foregoing sentence is absolute and unconditional and such remittance shall
be made notwithstanding the occurrence or continuance of any Event of Default,
the failure to satisfy any other condition set forth in Section 4 or any other
event or circumstance.  If such amount
is not made available by a Revolving Loan Lender when due, Agent shall be
entitled to recover such amount on demand from such Revolving Loan Lender with
interest thereon, for each day from the date such amount was due until the date
such amount is paid to Agent at the Federal Funds Rate for each day during such
period (as published by the Federal Reserve Bank of New York or at Agent’s
option based on the arithmetic mean determined by Agent of the rates for the
last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New
York City time) on that day by each of the three leading brokers of Federal
funds transactions in New York City selected by Agent) and if such amounts are
not paid within three (3) days of Agent’s demand, at the highest Revolving Loan
Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate
Loans.


 


2.3           Term Loan.


 


(a)           Subject to the terms and conditions
contained herein, upon the initial closing under this Agreement, each Term Loan
Lender severally (and not jointly) agrees to make a term loan to Borrowers
(collectively, the “Term Loan”) in an amount equal to such Term Loan
Lender’s Pro Rata Share of Seventy-Five Million Dollars ($75,000,000).  Except as Agent and Term Loan Lenders may
otherwise agree, each Term Loan Lender shall make the amount of such Term Loan
Lender’s Term Loan available to Agent in immediately available funds by no
later than 12:00 noon New York time on the date of the initial closing under
this Agreement.  After Agent’s receipt
of the proceeds, Agent shall make the proceeds of the Term Loan available to
Borrowers as provided in Section 6.5 hereof.


 


43



















(b)           The outstanding principal balance and
all accrued and unpaid interest under the Term Loan shall be due and payable on
the earlier of (i) the Term Loan Maturity Date, (ii) the date of termination of
this Agreement, whether by its terms, by prepayment, or by acceleration, or
(iii) the date of termination of the Revolving Credit Facility.  Subject to the provisions of Section 2.3(d)
below, the Term Loan may be prepaid in whole or in part at any time without
premium or penalty, but once repaid may not be reborrowed.


 


(c)           Agent, on behalf of Borrowers, agrees
to record the Term Loan on the Register. 
The Term Loan recorded on the Register (the “Registered Term Loan”)
may not be evidenced by promissory notes other than a Registered Term Note (as
defined below).  Upon the registration
of a Term Loan, any promissory note (other than a Registered Term Note)
evidencing the same shall be null and void and shall be returned to
Borrowers.  Borrowers agree, at the
request of the Required Term Loan Lenders, to execute and deliver to Term Loan
Lenders a promissory note in registered form to evidence such Registered Term
Loan (i.e., containing registered note language) and registered as provided in
Section 14.7(b) hereof (a “Registered Term Note”), payable to the order
of each Term Loan Lender and otherwise duly completed.  Once recorded on the Register, the
Obligations evidenced by such Registered Term Note may not be removed from the
Register so long as it remains outstanding, and a Registered Term Note may not
be exchanged for a promissory note that is not a Registered Term Note.


 


(d)           Borrowers may prepay, retire or
acquire (and thereupon retire) the outstanding balance of the Term Loan (i) so
long as:  (A) at all times during the
thirty (30) day period immediately prior to such payment and after giving
effect to such payment, Borrowers have Excess Availability plus Qualified Cash
of no less than $40,000,000; (B) Borrowers’ EBITDA for the twelve-month period
most recently ended is $55,000,000 or more; (C) both before and after giving
effect to such payment, no Default or Event of Default exists or would occur or
(ii) out of (A) the net cash proceeds of any issuance or sale of, or capital
contribution in respect of, any capital stock or other equity securities of
NY&Co after the date hereof in each case, to the extent the transaction
giving rise to such proceeds is not prohibited under the terms of the Financing
Agreements or is otherwise consented to by Agent in writing or (B) the net cash
proceeds of a refinancing of the Term Loan on terms and conditions satisfactory
to Agent.


 


2.4           Commitments.  The aggregate amount of each Revolving Loan
Lender’s Pro Rata Share of the Revolving Loans and Letter of Credit
Accommodations shall not exceed the amount of such Revolving Loan Lender’s
Revolving Commitment, as the same may from time to time be amended in
accordance with the provisions hereof. 
The aggregate amount of each Term Loan Lender’s Pro Rata Share of the
Term Loan shall not exceed the amount of such Lender’s Term Loan Commitment, as
the same may from time to time be amended, with the written acknowledgment of
Agent.


 


2.5           Bank Products.  Any Borrower or any of Subsidiary of a
Borrower may (but no such Person is required to) request that the Agent provide
or arrange for such Person to obtain Bank Products from Agent or its
Affiliates, and Agent may, in its sole discretion, provide or arrange for such
Person to obtain the requested Bank Products. 
Any Borrower or Subsidiary of a Borrower that obtains Bank Products
shall indemnify and hold Agent, each Lender and their respective Affiliates
harmless from any and all obligations now or hereafter owing to any other
Person by Agent or its Affiliates in connection with any Bank Products.  Each Borrower and its


 


44

















 


Subsidiaries
acknowledge and agree that the obtaining of Bank Products from the Agent and
its Affiliates (a) is in the sole discretion of the Agent or such Affiliate, as
the case may be, and (b) is subject to all rules and regulations of the Person
that provides the Bank Product.


 


SECTION
3.                                      INTEREST AND FEES


 


3.1           Interest.


 


(a)           Borrowers shall pay to Agent, for the
ratable benefit of the (i) Revolving Loan Lenders, interest on the outstanding
principal amount of the Revolving Loans at the Revolving Loan Interest Rate and
(ii) Term Loan Lenders, interest on the outstanding principal amount of the
Term Loan at the Term Loan Interest Rate. 
All interest accruing hereunder on and after the date of any Event of
Default or termination hereof shall be payable on demand.


 


(b)           Any Borrower may from time to time
request that Revolving Loans be made as Eurodollar Rate Loans or may request
that Revolving Loans which are Prime Rate Loans be converted to Eurodollar Rate
Loans or that any existing Revolving Loans which are Eurodollar Rate Loans
continue for an additional Interest Period. 
Such request from a Borrower shall specify the amount of such Eurodollar
Rate Loans or the amount of such Prime Rate Loans to be converted to Eurodollar
Rate Loans or the amount of such Eurodollar Rate Loans to be continued (subject
to the limits set forth below) and the Interest Period to be applicable to such
Eurodollar Rate Loans.  Subject to the
terms and conditions contained herein, two (2) Business Days after receipt by
Agent of such a request from such Borrower, such Eurodollar Rate Loans shall be
made or such Prime Rate Loans shall be converted to Eurodollar Rate Loans or
such Eurodollar Rate Loans shall continue, as the case may be, provided,
that, (i) no Default or Event of Default shall exist or have occurred
and be continuing, (ii) no party hereto shall have sent any notice of
termination of this Agreement, (iii) such Borrower shall have complied with
such customary procedures as are established by Agent and specified by Agent to
Borrowers for Eurodollar Rate Loans, (iv) exclusive of the Term Loan, no more
than six (6) Interest Periods may be in effect at any one time, (v) exclusive
of the Term Loan, the aggregate amount of the Eurodollar Rate Loans must be in
an amount not less than $3,000,000 or an integral multiple of $500,000 in
excess thereof, and (vi) Agent and each Revolving Loan Lender shall have
determined that the Interest Period or Adjusted Eurodollar Rate is available to
Agent and such Revolving Loan Lender and can be readily determined as of the
date of the request for such Eurodollar Rate Loan by such Borrower.  Any request by or on behalf of any Borrower
for Revolving Loans that are to be Eurodollar Rate Loans or to convert
Revolving Loans that are Prime Rate Loans to Eurodollar Rate Loans or to
continue any existing Revolving Loans that are Eurodollar Rate Loans shall be
irrevocable.  Notwithstanding anything
to the contrary contained herein, Agent and Lenders shall not be required to purchase
United States Dollar deposits in the London interbank market or other
applicable Eurodollar Rate market to fund any Eurodollar Rate Loans, but the
provisions hereof shall be deemed to apply as if Agent and Lenders had
purchased such deposits to fund the Eurodollar Rate Loans.


 


(c)           Any Revolving Loans that are
Eurodollar Rate Loans shall automatically convert to Prime Rate Loans upon the
last day of the applicable Interest Period, unless Agent has received and
approved a request to continue such Eurodollar Rate Loan at least two (2)
Business Days prior to such last day in accordance with the terms hereof.  Any Revolving Loans that are


 


45

















 


Eurodollar
Rate Loans shall, at Agent’s option, upon notice by Agent to Borrowers, be
subsequently converted to Prime Rate Loans in the event that this Agreement or
the Revolving Credit Facility shall terminate or not be renewed.  Borrowers shall pay to Agent, for the
benefit of Revolving Loan Lenders, upon demand by Agent (or Agent may, at its
option, charge any loan account of Borrowers) any amounts required to
compensate any Revolving Loan Lender or Participant for any loss (including
loss of anticipated profits), cost or expense incurred by such person, as a
result of the conversion of Eurodollar Rate Loans to Prime Rate Loans pursuant
to any of the foregoing.


 


(d)           Interest shall be payable by
Borrowers to Agent, for the account of Lenders, monthly in arrears not later
than the first day of each calendar month and shall be calculated on the basis
of a three hundred sixty (360) day year and actual days elapsed.  The interest rate on non-contingent
Obligations (other than Eurodollar Rate Loans) shall increase or decrease by an
amount equal to each increase or decrease in the Prime Rate effective on the
first day of the month after any change in such Prime Rate is announced based
on the Prime Rate in effect on the last day of the month in which any such
change occurs.  In no event shall
charges constituting interest payable by Borrowers to Agent and Lenders exceed
the maximum amount or the rate permitted under any applicable law or
regulation, and if any such part or provision of this Agreement is in
contravention of any such law or regulation, such part or provision shall be
deemed amended to conform thereto.


 


3.2           Fees.


 


(a)           Unused Line Fee.  Borrowers shall pay to Agent, for the Pro
Rata Share of each Revolving Loan Lender, monthly an unused line fee at a rate
equal to one-quarter percent (0.25%) per annum in aggregate of the difference
between (i) the average daily principal balance of the outstanding Revolving
Loans and Letter of Credit Accommodations during the immediately preceding
month (or part thereof) while this Agreement is in effect and for so long
thereafter as any of the Obligations are outstanding and (ii) $80,000,000 (the
“Unused Line Fee”), which fee shall be payable on the first day of each
month in arrears; provided, however, that, so long as no Event of
Default has occurred and is continuing, on a quarterly basis, effective on the
first day of the first month following receipt of Borrowers’ quarterly
financial statements, the Unused Line Fee will be adjusted to reflect the
lowest Unused Line Fee applicable based on (i) Borrowers’ EBITDA, during the
twelve (12) month period ending on the last day of the immediately preceding
fiscal quarter, or (ii) Borrowers’ Average Excess Availability for the
immediately preceding fiscal quarter, as set forth below:


 


46

















 


	
   EBITDA

  	
   

  	
  Average
  Excess

  Availability

  	
   

  	
  Adjusted
  Unused

  Line Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $65,000,000

  	
   

  	
  Greater than $30,000,000

  	
   

  	
  0.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than
  $40,000,000 but equal to or less than $65,000,000

  	
   

  	
  Greater than $15,000,000 but equal to or less than $30,000,000

  	
   

  	
  0.375

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equal to or
  less than $40,000,000

  	
   

  	
  Equal to or less than $15,000,000

  	
   

  	
  0.50

  	
  %

  



 


(b)           Servicing Fees.  Borrowers shall pay: (i) to Agent, for its
own account, a servicing fee in the amount of $7,500 per month, which fee will
be charged and fully earned when due, payable monthly, on the first day of each
month, in advance, and non-refundable when paid; provided, however,
that upon the occurrence and during the continuance of an Event of Default or
during an Availability Compliance Period, such servicing fee shall be increased
to $10,000; and (ii) to Agent, for the account of Ableco, a servicing fee in
the amount of $5,000 per month, which fee will be charged and fully earned when
due, payable monthly, commencing on the date of this Agreement and on the first
day of each month thereafter, in advance, and non-refundable when paid.


 


(c)           Arrangement Letter Amounts.  Borrowers shall pay to Arranger the amounts
required to be paid pursuant to the Arrangement Letter in the manner set forth
therein.


 


3.3           Changes in Laws and Increased Costs
of Loans.


 


(a)           If after the date of the Original
Loan Agreement, either (i) any change in, or in the interpretation of, any law
or regulation is introduced, including, without limitation, with respect to
reserve requirements, applicable to any Lender or any banking or financial
institution from whom any Lender borrows funds or obtains credit (a “Funding
Bank”), or (ii) a Funding Bank or any Lender complies with any future
guideline or request from any central bank or other Governmental Authority or (iii)
a Funding Bank or any Lender determines that the adoption of any applicable
law, rule or regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof has or would have the effect described below, or a
Funding Bank or any Lender complies with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, and in the case of any event set
forth in this clause (iii), such adoption, change or compliance has or would
have the direct or indirect effect of reducing the rate of return on any
Lender’s capital as a consequence of its obligations hereunder to a level below
that which such Lender could have achieved but for such adoption, change or
compliance (taking into consideration the Funding Bank’s or such Lender’s
policies with respect to capital adequacy) by an amount deemed by such Lender
to be material, and the result of any of the foregoing events described in
clauses (i), (ii) or (iii) is or results in an increase in the cost to any
Lender of funding or maintaining the Loans or its Total Commitment


 


47

















 


(other
than any increased cost resulting from (1) Taxes (as to which Section 6.4(d)
and the limitations thereto shall govern) or (2) changes in the basis of
taxation of overall net income by the jurisdiction under the laws of which the
Agent or such Lender is organized or in which the Agent’s or such Lender’s
lending office is located or any political subdivision thereof), then Borrowers
shall from time to time upon demand by Agent pay to Agent additional amounts
sufficient to indemnify Lenders against such increased cost.  A certificate as to the amount of such
increased cost shall be submitted to Borrowers by Agent and shall be
conclusive, absent manifest error.


 


(b)           If prior to the first day of any
Interest Period, (i) Agent or the Required Lenders shall have determined in
good faith (which determination shall be conclusive and binding upon Borrowers)
that, by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for such
Interest Period, (ii) Agent has received notice from the Required Lenders that
the Eurodollar Rate determined or to be determined for such Interest Period will
not adequately and fairly reflect the cost to such Lenders of making or
maintaining their Eurodollar Rate Loans during such Interest Period, or (iii)
Dollar deposits in the principal amounts of the Eurodollar Rate Loans to which
such Interest Period is to be applicable are not generally available in the
London interbank market, Agent shall give telecopy or telephonic notice thereof
to Borrowers and Lenders as soon as practicable thereafter, and will also give
prompt written notice to Borrowers when such conditions no longer exist.  If such notice is given (A) any Eurodollar
Rate Loans requested to be made on the first day of such Interest Period shall
be made as Prime Rate Loans, (B) any Loans that were to have been converted on
the first day of such Interest Period to or continued as Eurodollar Rate Loans
shall be converted to or continued as Prime Rate Loans and (C) each outstanding
Eurodollar Rate Loan shall be converted, on the last day of the then-current
Interest Period thereof, to Prime Rate Loans. 
Until such notice has been withdrawn by Agent, no further Eurodollar
Rate Loans shall be made or continued as such, nor shall Borrowers have the
right to convert Prime Rate Loans to Eurodollar Rate Loans.


 


(c)           Notwithstanding any other provision
herein, if the adoption of or any change in any law, treaty, rule or regulation
or final, non-appealable determination of an arbitrator or a court or other
Governmental Authority or in the interpretation or application thereof
occurring after the date of the Original Loan Agreement shall make it unlawful
for Agent or any Lender to make or maintain Eurodollar Rate Loans as
contemplated by this Agreement, (i) Agent or such Lender shall promptly give
written notice of such circumstances to Borrowers and Agent (which notice shall
be withdrawn whenever such circumstances no longer exist), (ii) the commitment
of such Lender hereunder to make Eurodollar Rate Loans, continue Eurodollar
Rate Loans as such and convert Prime Rate Loans to Eurodollar Rate Loans shall
forthwith be canceled and, until such time as it shall no longer be unlawful
for such Lender to make or maintain Eurodollar Rate Loans, such Lender shall
then have a commitment only to make a Prime Rate Loan when a Eurodollar Rate
Loan is requested and (iii) such Lender’s Loans then outstanding as Eurodollar
Rate Loans, if any, shall be converted automatically to Prime Rate Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law.  If any such conversion of a Eurodollar Rate
Loan occurs on a day which is not the last day of the then current Interest
Period with respect thereto, Borrowers shall pay to such Lender such amounts,
if any, as may be required pursuant to Section 3.3(d) below.


 


48

















 


(d)           Each Borrower shall indemnify Agent
and each Lender and hold Agent and each Lender harmless from any loss or
expense which Agent or such Lender may sustain or incur as a consequence of (i)
default by any Borrower in making a borrowing of, conversion into or extension
of Eurodollar Rate Loans after any Borrower has given a notice requesting the
same in accordance with the provisions of this Agreement, (ii) default by any
Borrower in making any prepayment of a Eurodollar Rate Loan after any Borrower
has given a notice thereof in accordance with the provisions of this Agreement,
and (iii) the making of a prepayment of Eurodollar Rate Loans on a day which is
not the last day of an Interest Period with respect thereto.  With respect to Eurodollar Rate Loans, such
indemnification may include an amount equal to the excess, if any, of (A) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or extended, for the period from the date of such
prepayment or of such failure to borrow, convert or extend to the last day of
the applicable Interest Period (or, in the case of a failure to borrow, convert
or extend, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Eurodollar
Rate Loans provided for herein over (B) the amount of interest (as
determined by Agent or such Lender) which would have accrued to Agent or such
Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank Eurodollar market.  This covenant shall survive the termination
or non-renewal of this Agreement and the payment of the Obligations.


 


SECTION
4.                                      CONDITIONS PRECEDENT


 


4.1           Conditions Precedent to
Effectiveness of Agreement and Extension of Term Loan.  Each of the following is a condition
precedent to the effectiveness of this Agreement and to the Term Loan Lenders
providing the Term Loan to Borrowers:


 


(a)           all requisite corporate action and
proceedings in connection with this Agreement and the other matters related
hereto shall be satisfactory in form and substance to Agent, and Agent shall
have received all information and copies of all documents, including records of
requisite corporate action and proceedings which Agent may have requested in
connection therewith, such documents where requested by Agent or its counsel to
be certified by appropriate corporate officers or Governmental Authority;


 


(b)           Agent and Ableco shall have received,
in form and substance satisfactory to Agent and Ableco, a pro-forma
consolidated and consolidating balance sheet of NY&Co giving effect to the
transactions contemplated by this Agreement, the repayment of the Subordinated
Note and the repurchase of the Warrant;


 


(c)           Agent and Ableco shall have received
the Information Certificates, the review of which shall be satisfactory to
Agent and Ableco;


 


(d)           Agent and Ableco shall have received,
in form and substance satisfactory to Agent and Ableco, such opinion letters of
counsel to Borrowers and each Guarantor with respect to this Agreement and such
other matters related hereto as Agent or Ableco may request;


 


(e)           Agent and Ableco shall have received
amended and restated Guaranties, in form and substance satisfactory to Agent
and Ableco, duly executed by each Guarantor;


 


49

















 


(f)            Agent and Ableco shall have received
the Stock Pledge Agreements, in form and substance satisfactory to Agent and Ableco,
duly executed by each party thereto;


 


(g)           Agent and Ableco shall have received
the Intercompany Subordination Agreement, in form and substance satisfactory to
Agent and Ableco, duly executed by each party thereto;


 


(h)           Agent and Ableco shall have received
the Lernco Trademark Agreement, in form and substance satisfactory to Agent and
Ableco, duly executed by Lernco;


 


(i)            Arranger shall have received the
Arrangement Letter, in form and substance satisfactory to Arranger, duly
executed by each Borrower;


 


(j)            Agent shall have received the Fee
Letter, in form and substance satisfactory to Agent and Ableco, duly executed
by each Borrower;


 


(k)           all fees, costs and expenses payable
by Borrowers under the terms of this Agreement and the other Financing Agreements
shall have been paid in full;


 


(l)            Agent and Ableco shall have received
the Disbursement Letter, in form and substance satisfactory to Agent and
Ableco, duly executed by each Borrower;


 


(m)          the Term Loan Lenders shall have
completed their due diligence with regard to Borrowers and all transactions and
documentation related hereto, including, without limitation, the Financing
Agreements executed prior to the date hereof, the cash management systems of
Borrowers, the appraisals and audits of the Collateral conducted by or on
behalf of Agent as of or prior to the date hereof and a quality of earnings
review completed by a third-party selected by the Term Loan Lenders, the
results of which shall be satisfactory to the Term Loan Lenders in their sole
discretion;


 


(n)           all fees, costs and expenses payable
by Borrowers under the terms of the proposal letter dated February 6, 2004
issued by Ableco to Borrowers in connection with this Agreement, shall have
been paid in full;


 


(o)           after giving effect to the Term Loan
and any other Loans to be made on the date hereof, and payment of the amounts
referenced in Section 4.1(k) above and the amounts referenced in Section 4.1(n)
above, Borrowers’ Excess Availability plus Qualified Cash, as determined by
Agent, shall be not less than $70,000,000;


 


(p)           all other documents and legal matters
in connection with the transactions contemplated by this Agreement shall have
been delivered, executed by all parties hereto or thereto, as applicable, or
recorded and shall be in form and substance satisfactory to Agent and Ableco;
and


 


(q)           the conditions set forth in this
Section 4 shall have been satisfied and the transactions contemplated by this
Agreement shall have been consummated on or before March 30, 2004.


 


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4.2           Conditions Precedent to All Loans
and Letter of Credit Accommodations. 
Each of the following is an additional condition precedent to the
Revolving Loan Lenders continuing to provide Revolving Loans and/or providing
Letter of Credit Accommodations to Borrowers and to the Term Loan Lenders
providing the Term Loan to Borrowers:


 


(a)           all representations and warranties
contained herein and in the other Financing Agreements shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of the
making of each such Loan or providing each such Letter of Credit Accommodation
and after giving effect thereto, except to the extent that such representations
and warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and accurate on and as of
such earlier date);


 


(b)           no law, regulation, order, judgment
or decree of any Governmental Authority shall exist, and no action, suit,
investigation, litigation or proceeding shall be pending or threatened in any
court or before any arbitrator or Governmental Authority, which (i) purports to
enjoin, prohibit, restrain or otherwise affect (A) the making of the Loans or
providing the Letter of Credit Accommodations, or (B) the consummation of the
transactions contemplated pursuant to the terms hereof or the other Financing
Agreements or (ii) has a reasonable likelihood of having a Material Adverse Effect;


 


(c)           no Default or Event of Default shall
exist or have occurred and be continuing on and as of the date of the making of
such Loan or providing each such Letter of Credit Accommodation and after
giving effect thereto; and


 


(d)           solely with respect to the making of
any Revolving Loan or the issuing of any Letter of Credit Accommodation, the
Excess Availability as determined by Agent, as of any date of determination,
shall be at least $7,500,000 after giving effect to all Revolving Loans made or
to be made and Letter of Credit Accommodations issued or to be issued in
connection herewith.


 


SECTION
5.                                      GRANT AND PERFECTION OF SECURITY INTEREST


 


5.1           Grant
of Security Interest.  To secure
payment and performance of all Obligations, each Borrower hereby grants to
Agent, for itself and the ratable benefit of the Lenders and the Bank Product
Providers, a continuing security interest in, a lien upon, and a right of set
off against, for itself and the ratable benefit of the Lenders and the Bank
Product Providers, as security, all personal property and fixtures, and
interests in personal property and fixtures, of such Borrower, whether now
owned or hereafter acquired or existing, and wherever located (together with
all other collateral security for the Obligations at any time granted to or
held or acquired by Agent or any Lender, collectively, the “Collateral”)
including, without limitation, the following:


 


(a)           all Accounts;


 


(b)           all general intangibles, including,
without limitation, all Intellectual Property;


 


51

















 


(c)           all goods, including, without
limitation, Inventory and Equipment, whether ordered, in progress, finished or
received;


 


(d)           all fixtures;


 


(e)           all chattel paper, including, without
limitation, all tangible and electronic chattel paper;


 


(f)            all instruments, including, without
limitation, all promissory notes;


 


(g)           all documents;


 


(h)           all deposit accounts;


 


(i)            all letters of credit, banker’s
acceptances and similar instruments and including all letter-of-credit rights;


 


(j)            all supporting obligations and all
present and future liens, security interests, rights, remedies, title and
interest in, to and in respect of Receivables and other Collateral, including (i)
rights and remedies under or relating to guaranties, contracts of suretyship,
letters of credit and other insurance related to the Collateral, (ii) rights of
stoppage in transit, replevin, repossession, reclamation and other rights and
remedies of an unpaid vendor, lienor or secured party, (iii) goods described in
invoices, documents, contracts or instruments with respect to, or otherwise
representing or evidencing, Receivables or other Collateral, including
returned, repossessed and reclaimed goods, and (iv) deposits by and property of
account debtors or other persons securing the obligations of account debtors;


 


(k)           all (i) investment property
(including securities, whether certificated or uncertificated, securities
accounts, security entitlements, commodity contracts or commodity accounts) and
(ii) monies, credit balances, deposits and other property of such Borrower now
or hereafter held or received by or in transit to Agent, any Lender or its
Affiliates or at any other depository or other institution from or for the
account of such Borrower, whether for safekeeping, pledge, custody,
transmission, collection or otherwise;


 


(l)            all commercial tort claims,
including, without limitation, those identified on Schedule 5.2(g);


 


(m)          to the extent not otherwise described
above, all Receivables;


 


(n)           all Records; and


 


(o)           all products and proceeds of the
foregoing, in any form, including insurance proceeds and all claims against
third parties for loss or damage to or destruction of or other involuntary
conversion of any kind or nature of any or all of the other Collateral.


 


Notwithstanding anything herein to the contrary, in no
event shall the Collateral include, and no Borrower shall be deemed to have
granted a security interest in, (i) any personal and real property, fixtures
and interests of such Borrower which are not assignable or are incapable of


 


52

















 


being encumbered as a matter of law, except for the
products and proceeds thereof, (ii) such Borrower’s rights or interests in any
license, contract or agreement to which such Borrower is a party or any of its
rights or interests thereunder to the extent, but only to the extent, that such
a grant would, under the terms of such license, contract or agreement,
applicable laws or otherwise, result in a breach of the terms of, or constitute
a default under any license, contract or agreement to which such Borrower is a
party (except for the products and proceeds thereof); provided, however,
upon the ineffectiveness, lapse or termination of any such provision, the Collateral
shall include, and such Borrower shall be deemed to have granted a security
interest in, all such rights and interests as if such provision had never been
in effect, and (iii) the Capital Stock of any Foreign Subsidiary to the extent
that such Capital Stock constitutes more than sixty-five percent (65%) of the
Voting Stock of all classes of the Capital Stock of such Foreign Subsidiary
that are entitled to vote, except for the products and proceeds thereof.  In addition, the Collateral shall exclude any
rights to any Intellectual Property, License Agreements or software that would
be rendered invalid or unenforceable under the terms thereof or under
applicable laws by the grant of a security interest created pursuant to the
terms of this Agreement, for as long as such prohibition or reason for
invalidity exists, except for the products and proceeds thereof.


 


5.2           Perfection of Security Interests.


 


(a)           Each Borrower irrevocably and
unconditionally authorizes Agent (or its agent) to file at any time and from
time to time such financing statements with respect to the Collateral naming
Agent or its designee as the secured party and such Borrower as debtor, as
Agent may require, and including any other information with respect to such
Borrower or otherwise required by part 5 of Article 9 of the Uniform Commercial
Code of such jurisdiction as Agent may determine, together with any amendment
and continuations with respect thereto, which authorization shall apply to all
financing statements filed on, prior to or after the date of the Original Loan
Agreement.  Each Borrower hereby
ratifies and approves all financing statements naming Agent or its designee as
secured party and such Borrower, as debtor with respect to the Collateral (and
any amendments with respect to such financing statements) filed by or on behalf
of Agent prior to the date of the Original Loan Agreement and ratifies and
confirms the authorization of Agent to file such financing statements (and
amendments, if any).  Each Borrower
hereby authorizes Agent to adopt on behalf of such Borrower any symbol required
for authenticating any electronic filing. 
In the event that the description of the collateral in any financing
statement naming Agent or its designee as the secured party and any Borrower as
debtor includes assets and properties of such Borrower that do not at any time
constitute Collateral, whether hereunder, under any of the other Financing
Agreements or otherwise, the filing of such financing statement shall
nonetheless be deemed authorized by such Borrower to the extent of the
Collateral included in such description and it shall not render the financing
statement ineffective as to any of the Collateral or otherwise affect the
financing statement as it applies to any of the Collateral.  In no event shall any Borrower at any time
file, or permit or cause to be filed, any correction statement or termination
statement with respect to any financing statement (or amendment or continuation
with respect thereto) naming Agent or its designee as secured party and such
Borrower as debtor.


 


(b)           No Borrower has any chattel paper
(whether tangible or electronic) or instruments as of the date hereof, except
as set forth on Schedule 5.2(b). 
In the event that any Borrower shall be entitled to or shall receive any
chattel paper or instrument after the date


 


53

















 


hereof,
such Borrower shall promptly notify Agent thereof in writing.  Promptly upon the receipt thereof by or on
behalf of such Borrower (including by any agent or representative), such
Borrower shall deliver, or cause to be delivered to Agent, all tangible chattel
paper and instruments that such Borrower has or may at any time acquire,
accompanied by such instruments of transfer or assignment duly executed in
blank as Agent may from time to time specify, in each case except as Agent may
otherwise agree.  At Agent’s option,
such Borrower shall, or Agent may at any time on behalf of such Borrower, cause
the original of any such instrument or chattel paper to be conspicuously marked
in a form and manner acceptable to Agent with the following legend referring to
chattel paper or instruments as applicable: “This [chattel paper][instrument]
is subject to the security interest of Congress Financial Corporation, as Agent,
and any sale, transfer, assignment or encumbrance of this [chattel
paper][instrument] violates the rights of such secured party.”


 


(c)           In the event that any Borrower shall
at any time hold or acquire an interest in any electronic chattel paper or any “transferable
record” (as such term is defined in Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act or in Section 16 of the Uniform
Electronic Transactions Act as in effect in any relevant jurisdiction), such
Borrower shall promptly notify Agent thereof in writing.  Promptly upon Agent’s request, such Borrower
shall take, or cause to be taken, such actions as Agent may request to give
Agent control of such electronic chattel paper under Section 9-105 of the UCC
and control of such transferable record under Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or, as the case may
be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such
jurisdiction.


 


(d)           No Borrower has any deposit accounts
as of the date hereof, except as set forth in such Borrower’s Information
Certificate.  No Borrower shall,
directly or indirectly, after the date hereof open, establish or maintain any
Central Collection Deposit Account unless each of the following conditions is
satisfied:  (i) Agent shall have
received not less than five (5) Business Days prior written notice of the
intention of such Borrower to open or establish such account which notice shall
specify in reasonable detail and specificity acceptable to Agent the name of
the Central Collection Deposit Account, the owner of the Central Collection
Deposit Account, the name and address of the bank at which such Central
Collection Deposit Account is to be opened or established, the individual at
such bank with whom such Borrower is dealing and the purpose of the Central
Collection Deposit Account, (ii) the bank where such Central Collection Deposit
Account is opened or maintained shall be acceptable to Agent, and (iii) on or
before the opening of such Central Collection Deposit Account, such Borrower
shall as Agent may specify either (A) deliver to Agent a Deposit Account
Control Agreement with respect to such Central Collection Deposit Account duly
authorized, executed and delivered by such Borrower and the bank at which such
deposit account is opened and maintained or (B) arrange for Agent to become the
customer of the bank with respect to the deposit account on terms and
conditions acceptable to Agent. The terms of this subsection (d) shall not
apply to deposit accounts specifically and exclusively used for payroll,
payroll taxes and other employee wage and benefit payments to or for the
benefit of such Borrower’s salaried employees.


 


(e)           No Borrower owns or holds, directly
or indirectly, beneficially or as record owner or both, any investment
property, as of the date hereof, or has any investment account, securities
account, commodity account or other similar account with any bank or other


 


54

















 


financial
institution or other securities intermediary or commodity intermediary as of
the date hereof, in each case except as set forth on Schedule 5.2(e).


 


(i)            In the event that any Borrower shall
be entitled to or shall at any time after the date hereof hold or acquire any
certificated securities, such Borrower shall promptly endorse, assign and
deliver the same to Agent, accompanied by such instruments of transfer or
assignment duly executed in blank as Agent may from time to time specify.  If any securities, now or hereafter acquired
by any Borrower are uncertificated and are issued to such Borrower or its
nominee directly by the issuer thereof, such Borrower shall immediately notify
Agent thereof and shall as Agent may specify, either (A) cause the issuer to
agree to comply with instructions from Agent as to such securities, without
further consent of such Borrower or such nominee, or (B) arrange for Agent to
become the registered owner of the securities.


 


(ii)           No Borrower shall, directly or
indirectly, after the date hereof open, establish or maintain any investment
account, securities account, commodity account or any other similar account
(other than a deposit account) with any securities intermediary or commodity
intermediary unless each of the following conditions is satisfied: (A) Agent
shall have received not less than five (5) Business Days prior written notice
of the intention of such Borrower to open or establish such account which
notice shall specify in reasonable detail and specificity acceptable to Agent
the name of the account, the owner of the account, the name and address of the
securities intermediary or commodity intermediary at which such account is to
be opened or established, the individual at such intermediary with whom such
Borrower is dealing and the purpose of the account, (B) the securities
intermediary or commodity intermediary (as the case may be) where such account
is opened or maintained shall be acceptable to Agent, and (C) on or before the
opening of such investment account, securities account or other similar account
with a securities intermediary or commodity intermediary, such Borrower shall
as Agent may specify either (1) execute and deliver, and cause to be executed
and delivered to Agent, an Investment Property Control Agreement with respect
thereto duly authorized, executed and delivered by such Borrower and such
securities intermediary or commodity intermediary or (2) arrange for Agent to
become the entitlement holder with respect to such investment property on terms
and conditions acceptable to Agent.


 


(f)            No Borrower is the beneficiary or
otherwise entitled to any right to payment under any letter of credit, banker’s
acceptance or similar instrument as of the date hereof, except as set forth on Schedule
5.2(f).  In the event that any
Borrower shall be entitled to or shall receive any right to payment under any
letter of credit, banker’s acceptance or any similar instrument, whether as
beneficiary thereof or otherwise after the date hereof, such Borrower shall
promptly notify Agent thereof in writing. 
Such Borrower shall immediately, as Agent may specify, either (i)
deliver, or cause to be delivered to Agent, with respect to any such letter of
credit, banker’s acceptance or similar instrument, the written agreement of the
issuer and any other nominated person obligated to make any payment in respect
thereof (including any confirming or negotiating bank), in form and substance
satisfactory to Agent, consenting to the


 


55

















 


assignment
of the proceeds of the letter of credit to Agent by such Borrower and agreeing
to make all payments thereon directly to Agent or as Agent may otherwise direct
or (ii) cause Agent to become, at Borrowers’ expense, the transferee
beneficiary of the letter of credit, banker’s acceptance or similar instrument
(as the case may be).


 


(g)           No Borrower has any commercial tort
claims with respect to which the amount claimed exceeds $1,000,000 and either a
written demand therefor has been made or legal action has commenced, except as
set forth on Schedule 5.2(g).  In
the event that any Borrower shall at any time after the date hereof have any
such commercial tort claims, or if an Event of Default exists, if any Borrower
has any commercial tort claims, such Borrower shall promptly notify Agent
thereof in writing, which notice shall (i) set forth in reasonable detail the
basis for and nature of such commercial tort claim and (ii) include the express
grant by such Borrower to Agent of a security interest in such commercial tort
claim (and the proceeds thereof).  In
the event that such notice does not include such grant of a security interest,
the sending thereof by such Borrower to Agent shall be deemed to constitute
such grant to Agent.  Upon the sending
of such notice, any commercial tort claim described therein shall constitute
part of the Collateral and shall be deemed included therein.  Without limiting the authorization of Agent
provided in Section 5.2(a) hereof or otherwise arising by the execution by such
Borrower of this Agreement or any of the other Financing Agreements, Agent is
hereby irrevocably authorized from time to time and at any time to file such
financing statements naming Agent or its designee as secured party and such
Borrower as debtor, or any amendments to any financing statements, covering any
such commercial tort claim as Collateral. 
In addition, such Borrower shall promptly upon Agent’s request, execute
and deliver, or cause to be executed and delivered, to Agent such other
agreements, documents and instruments as Agent may require in connection with
such commercial tort claim.


 


(h)           No Borrower has any goods, documents
of title or other Collateral in the custody, control or possession of a third
party as of the date hereof, except as set forth in such Borrower’s Information
Certificate.  In the event that any
goods, documents of title or other Collateral are at any time after the date
hereof in the custody, control or possession of any other person not referred
to in a Borrower’s Information Certificate or such carriers, such Borrower
shall promptly notify Agent thereof in writing.  Promptly upon Agent’s request, such Borrower shall deliver to
Agent a Collateral Access Agreement duly authorized, executed and delivered by
such person and such Borrower.


 


(i)            Each Borrower shall take any other
actions reasonably requested by Agent from time to time to cause the
attachment, perfection and first priority of, and the ability of Agent to
enforce, the security interest of Agent in any and all of the Collateral,
including, without limitation, (i) executing, delivering and, where
appropriate, filing financing statements and amendments relating thereto under
the UCC or other applicable law, to the extent, if any, that such Borrower’s
signature thereon is required therefor, (ii) causing Agent’s name to be noted
as secured party on any certificate of title for a titled good if such notation
is a condition to attachment, perfection or priority of, or ability of Agent to
enforce, the security interest of Agent in such Collateral, (iii) complying
with any provision of any statute, regulation or treaty of the United States as
to any Collateral if compliance with such provision is a condition to
attachment, perfection or priority of, or ability of Agent to enforce, the
security interest of Agent in such Collateral, (iv) obtaining the consents and
approvals of any Governmental Authority or third


 


56

















 


party,
including, without limitation, any consent of any licensor, lessor or other
person obligated on Collateral, and taking all actions required by any earlier
versions of the UCC or by other law, as applicable in any relevant
jurisdiction.


 


SECTION
6.                                      COLLECTION AND ADMINISTRATION


 


6.1           Borrowers’
Loan Accounts.  Agent shall
maintain one or more Loan accounts on its books in which shall be recorded (a)
the Term Loan, all Revolving Loans, all Letter of Credit Accommodations, all
other Obligations and the Collateral, (b) all payments made by or on behalf of
Borrowers and (c) all other appropriate debits and credits as provided in this
Agreement, including fees, charges, costs, expenses and interest.  All entries in the loan accounts shall be
made in accordance with Agent’s customary practices as in effect from time to
time.


 


6.2           Statements.  Agent shall render to Borrowers a monthly
statement setting forth the balance in the Borrowers’ loan accounts maintained
by Agent for Borrowers pursuant to the provisions of this Agreement, including
principal, interest, fees, costs and expenses as of the end of such month.  Agent shall use its best efforts to provide
such monthly statement to Borrowers by the 15th day of each
month.  Each such statement shall be
subject to subsequent adjustment by Agent but shall, absent manifest errors or
omissions, be considered correct and deemed accepted by Borrowers and
conclusively binding upon Borrowers as an account stated except to the extent
that Agent receives a written notice from Borrowers of any specific exceptions
of Borrowers thereto within sixty (60) days after the date such statement has
been received by Borrowers.  Until such
time as Agent shall have rendered to Borrowers a written statement as provided
above, the balance in Borrowers’ loan accounts shall be presumptive evidence of
the amounts due and owing to Agent and Lenders by Borrowers.


 


6.3           Collection
of Accounts.


 


(a)           Prior to the occurrence of a
Compliance Triggering Event or Event of Default, Borrowers shall retain control
of their cash, including payments and proceeds of Collateral.  Concurrently with this Agreement, Borrowers
shall establish and maintain, at their expense, blocked accounts or lockboxes
and related blocked accounts (in either case, “Blocked Accounts”), as
Agent may specify, with such banks as are acceptable to Agent.  Such Blocked Accounts may be Central
Collection Deposit Accounts, and the term Blocked Accounts shall mean and
include the Central Collection Deposit Accounts.  Upon the occurrence and during the continuance of an Event of
Default or upon a Compliance Triggering Event and during any Availability
Compliance Period, and upon Agent’s request, each Borrower shall promptly
deposit into one or more Blocked Accounts, and direct its account debtors to
directly remit into such Blocked Accounts all payments on Receivables, other
than the Non-Borrower Receivables, and all payments constituting proceeds of
Inventory or other Collateral in the identical form in which such payments are
made, whether by cash, check or other manner. 
Concurrently with this Agreement, each Borrower shall deliver, or cause
to be delivered to Agent, a Deposit Account Control Agreement duly authorized,
executed and delivered by each bank where a Blocked Account is maintained which
agreement shall provide that upon notice from Agent (which shall be given upon
an Event of Default or a Compliance Triggering Event and revoked promptly after
the expiration of the related Availability Compliance Reinstatement Date or
waiver of such Event of Default in accordance with the terms hereof, as applicable),
such bank will send funds


 


57

















 


on
a daily basis to the Agent Payment Account and otherwise take instruction with
respect to such Blocked Account only from Agent.  Promptly upon Agent’s request, each Borrower shall execute and
deliver such agreements or documents as Agent may require in connection
therewith.  Each Borrower agrees that
after notice by Agent to the bank under the Deposit Account Control Agreement,
all payments made to such Blocked Accounts or other funds received and
collected by Agent, whether in respect of the Receivables, as proceeds of
Inventory or other Collateral or otherwise shall be treated as payments to
Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers,
in respect of the Obligations and therefore shall constitute the property of
Agent, for itself and the ratable benefit of the Lenders and the Bank Product
Providers, to the extent of the then outstanding Obligations; provided, however,
that in the event any Non-Borrower Receivable is deposited into the Blocked
Accounts, in error or otherwise, such deposit shall be treated as a
non-refundable payment to Agent, for itself and the ratable benefit of the
Lenders and the Bank Product Providers, in respect of the Obligations and
therefore shall constitute the property of Agent, for itself and the ratable
benefit of the Lenders and the Bank Product Providers, to the extent of the
then outstanding Obligations.


 


(b)           For purposes of calculating the
amount of the Revolving Loans available to Borrowers, such payments will be
applied (conditional upon final collection) to the Obligations on the Business
Day of receipt by Agent of immediately available funds in the Agent Payment
Account provided such payments and notice thereof are received in accordance
with Agent’s usual and customary practices as in effect from time to time and
prior to 12:00 p.m. New York time, and if not, then on the next Business
Day.  For the purposes of calculating
interest on the Obligations, for the sole and equal benefit of Congress and
Documentation Agent, such payments or other funds received will be applied
(conditional upon final collection) to the Obligations (i) upon an Event
of Default or any Compliance Triggering Event and during any Availability
Compliance Period, one (1) Business Day after receipt of immediately available
funds by Agent in the Agent Payment Account or (ii) at all other times, on
the same day of the receipt of immediately available funds by Agent in the Agent
Payment Account provided such payments or other funds and notice thereof are
prior to 12:00 p.m. New York time, and if not, then on the next Business Day.


 


(c)           Upon the occurrence and during the
continuance of an Event of Default or upon any Compliance Triggering Event and
during any Availability Compliance Period, each Borrower and its shareholders,
directors, employees, agents, Subsidiaries or other Affiliates shall, acting as
trustee for Agent, receive, as the property of Agent, any monies, checks,
notes, drafts or any other payment relating to and/or proceeds of Accounts or
other Collateral which come into their possession or under their control and
immediately upon receipt thereof, shall deposit or cause the same to be
deposited in the Blocked Accounts, or remit the same or cause the same to be
remitted, in kind, to Agent.  In no
event shall the same be commingled with any Borrower’s funds.  Borrowers agree to reimburse Agent on demand
for any amounts owed or paid to any bank at which a Blocked Account or any
other deposit account is established or any other bank or person involved in
the transfer of funds to or from the Blocked Accounts arising out of Agent’s
payments to or indemnification of such bank or person.  The obligation of Borrowers to reimburse Agent
for such amounts pursuant to this Section 6.3(c) shall survive the termination
or non-renewal of this Agreement.


 


58

















 


6.4           Payments.


 


(a)           Borrowers shall pay all Obligations
when due.  Payments on Obligations shall
be made by Borrowers remitting funds to the Agent Payment Account or, at any
time when an Event of Default or an Availability Compliance Period exists, by
payments and proceeds of Collateral being directly remitted to the Agent
Payment Account as provided in Section 6.3 or such other place as Agent may
designate from time to time.  Agent
shall apply payments received or collected from Borrowers or Obligors or for
the account of Borrowers or Obligors (including the monetary proceeds of
collections or of realization upon any Collateral) to the specific Obligation
designated by Borrowers in connection with such payment so long as a Priority
Event has not occurred and is continuing, and otherwise, as follows:


 


(i)            so long as no Priority Event shall
have occurred and be continuing, or will result from any of the following
payment applications:


 


(A)          first, to pay in full all indemnities
or expense reimbursements then due to Agent from Borrowers and the Guarantors
(other than fees);


 


(B)           second, ratably to pay in full
indemnities or expense reimbursements then due to Lenders from Borrowers and
Guarantors (other than fees);


 


(C)           third, ratably to pay in full all
fees payable by Borrowers under the Financing Agreements then due;


 


(D)          fourth, ratably to pay in full
interest due in respect of the Loans;


 


(E)           fifth, to pay or prepay principal in
respect of Special Agent Advances;


 


(F)           sixth, to pay principal amounts
permitted to be paid under the terms of Section 2.3(d) hereof, if any, in
respect of the Term Loan;


 


(G)           seventh, to pay principal in respect
of the Revolving Loans then outstanding (whether or not then due) until paid in
full;


 


(H)          eighth, to cash collateralize any
outstanding Letter of Credit Accommodations if required under the terms of this
Agreement;


 


(I)            ninth, to pay any Obligations due in
respect of the Bank Products, if any; and


 


(J)            tenth, to pay any other Obligations
then due, in such order and manner as Agent determines; or


 


(ii)           after the occurrence and during the
continuance of a Priority Event:


 


59

















 


(A)          first, to pay in full the expenses of
Agent for the collection and enforcement of the Obligations and for the
protection, preservation or sale, disposition or other realization upon the
Collateral, including all expenses, liabilities and advances (including Special
Agent Advances) incurred or made by or on behalf of Agent, in connection
therewith (including attorneys’ fees and legal expenses and other expenses of
Agent);


 


(B)           second, to pay all Obligations, other
than (1) the Term Loan and any Obligations related to the Term Loan, (2) the
Early Termination Fee, and (3) any Obligations due with respect to Bank
Products, until paid in full, in cash or other immediately available funds, in
such order and manner as Agent shall elect in its discretion (including cash
collateral for any outstanding Letter of Credit Accommodations in accordance
with the terms of this Agreement);


 


(C)           third, to pay any Obligations due
with respect to the Bank Products up to the amount of the then extant Bank
Product Reserve,


 


(D)          fourth, to pay the Term Loan and any
Obligations related to the Term Loan until paid in full;


 


(E)           fifth, to pay in full the Early
Termination Fee;


 


(F)           sixth, to pay any remaining
Obligations due in respect of the Bank Products; and


 


(G)           seventh, ratably to pay in full all
other Obligations.


 


(b)           Notwithstanding anything to the
contrary contained in this Agreement:


 


(i)            if the payment of any expenses,
costs, scheduled servicing fees (such servicing fees to consist of scheduled
servicing fees existing on the date hereof along with any increases to such
servicing fees which have been consented to by Ableco) and/or interest (other
than default interest charged during the existence of an Event of Default) to
Agent for the account of itself and Revolving Loans would accrue and become due
but for the occurrence of an Insolvency Event and any such amounts are not
allowed or allowable in whole or in part (any such amounts are hereinafter
referred to as the “Specified Amounts”), then Agent and Revolving Loans
shall receive payment in full of the Specified Amounts (but not the items
excluded from Specified Amounts above) before any payment of the Term Loan or
any Obligations related to the Term Loan; provided, that nothing
herein shall prevent Agent or the Revolving Loans from recovering any default
interest charged during the existence of an Event of Default from any Borrower
or Guarantor not subject to an Insolvency Event, which amounts shall be payable
to Agent and Revolving Loans before any payment of the Term Loan or any
Obligations related to the Term Loan;


 


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(ii)           should any payment or distribution on
security or instrument or proceeds thereof be received by a Lender other than
in accordance with this Section 6.4, such Lender shall receive and hold the
same in trust, for the benefit of Agent, the other Lenders and the Bank Product
Providers, and shall forthwith deliver the same to Agent (together with any
endorsement or assignment of such Lender where necessary), for application by
Agent to the Obligations in accordance with the terms of this Section 6.4;


 


(iii)          unless so directed by Borrowers, Agent
shall not apply any payments which it receives to any Revolving Loans that are
Eurodollar Rate Loans except on the expiration date of the Interest Period
applicable to any such Revolving Loans that are Eurodollar Rate Loans and if
payments are received or collected from Borrowers that otherwise would be applied
to Eurodollar Rate Loans, provided no Event of Default or Availability
Compliance Period exists, Borrowers may instruct Agent to remit such funds to
Borrowers, otherwise, such payments shall be held by Agent and shall bear
interest at the Federal Funds Rate per annum commencing on the second Business
Day following the date such payments are received or collected from Borrowers
and continuing through the date such payments are applied to the Obligations,
which shall be upon the expiration of the first Interest Period after receipt
or collection of such payments, to the extent of the principal amount of the
applicable Eurodollar Rate Loan or otherwise, in Agent’s sole discretion,
remitted to Borrowers; and


 


(iv)          to the extent any Borrower uses any
proceeds of the Loans or Letter of Credit Accommodations to acquire rights in
or the use of any Collateral or to repay any Indebtedness used to acquire
rights in or the use of any Collateral, payments in respect of the obligations
shall be deemed applied first to the Obligations arising from Loans and Letter
of Credit Accommodations that were not used for such purposes and second to the
Obligations arising from Loans and Letter of Credit Accommodations the proceeds
of which were used to acquire rights in or the use of any Collateral in the
chronological order in which such Borrower acquired such rights or use.


 


(c)           At Agent’s option, all principal,
interest, fees, costs, expenses and other charges provided for in this
Agreement or the other Financing Agreements may be charged directly to the loan
accounts of Borrowers maintained by Agent. 
Borrowers shall make all payments to Agent and Lenders on the
Obligations free and clear of, and without deduction or withholding for or on account
of, any setoff, counterclaim, defense, restrictions or conditions of any
kind.  If after receipt of any payment
of, or proceeds of Collateral applied to the payment of, any of the
Obligations, Agent or any Lender is required to surrender or return such
payment or proceeds to any Person for any reason, then the Obligations intended
to be satisfied by such payment or proceeds shall be reinstated and continue
and this Agreement shall continue in full force and effect as if such payment
or proceeds had not been received by Agent or such Lender.  Borrowers shall be liable to pay to Agent
and Lenders, and do hereby indemnify and hold Agent and Lenders harmless for
the amount of any payments or proceeds surrendered or returned.  This Section 6.4(c) shall remain effective
notwithstanding any contrary action which may be taken by


 


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Agent
or any Lender in reliance upon such payment or proceeds.  This Section 6.4(c) shall survive the
payment of the Obligations and the termination of this Agreement.


 


(d)           Except as required by law, Borrowers
shall make all payments hereunder free and clear of and without deduction for
or withholding of any taxes, levies, imposts, deductions or charges and
penalties, interest and all other liabilities with respect thereto imposed by
the United States or any political subdivision thereof (collectively, “Taxes”),
excluding (1) Taxes imposed on or measured by the Agent’s or any Lender’s
net income or capital and franchise taxes imposed on the Agent or any Lender by
the jurisdiction under the laws of which the Agent or such Lender is organized
or in which the Agent’s or such Lender’s lending office is located or any
political subdivision thereof and (2) Taxes that are in effect and would
apply at the time such Lender becomes a Lender (all such nonexcluded Taxes
being hereinafter referred to as “Covered Taxes”).  If the Borrowers shall be required by law to
deduct or withhold any Covered Taxes from or in respect of any sum payable
hereunder to the Agent or any Lender, then the sum payable shall be increased
as may be necessary so that after making all required withholdings and
deductions of Covered Taxes (including deductions and withholdings of Covered
Taxes applicable to additional sums payable under this paragraph), the Agent or
such Lender receives an amount equal to the sum the Agent or such Lender would
have received had no such deductions or withholdings been made.  The Borrowers shall make such deductions or
withholdings and the Borrowers shall pay the full amount so deducted or
withheld to the relevant taxation authority or other authority in accordance
with applicable law.  The foregoing
indemnity shall survive the payment of the Obligations and the termination of
this Agreement.  The Agent and each
Lender shall provide any documentation prescribed by applicable law, properly
completed and executed, as will permit payments to be made by the Borrowers
hereunder without the imposition of Covered Taxes.  If the Agent or any Lender receives a refund or credit in respect
of Covered Taxes, then the Agent or such Lender will pay over the amount of
such refund or credit to Borrowers to the extent that the Agent or such Lender
has received indemnity payments or additional amounts pursuant to this Section
6.4(d), net of all out-of-pocket expenses incurred in obtaining such refund or
credit and without interest (other than interest paid by the relevant taxing
authority with respect to such refund or credit).


 


6.5           Authorization
to Make Loans.  Agent and
Lenders are authorized to make the Loans and provide the Letter of Credit
Accommodations based upon telephonic or other instructions received from anyone
purporting to be an officer of a Borrower or other authorized person or, at the
discretion of Agent, if such Loans are necessary to satisfy any Obligations; provided,
however, that Agent and Lenders shall direct the Loans only into those
accounts of a Borrower authorized in writing by more than one Authorized
Officer.  The foregoing sentence
notwithstanding, if Agent or a Lender makes a Loan into an account of a
Borrower designated by a Person who no longer is an Authorized Officer and
Agent did not receive notice that such Person is no longer an Authorized
Officer, such Loan will still be considered an Obligation hereunder.  All requests for Loans or Letter of Credit
Accommodations hereunder shall specify the date on which the requested advance
is to be made or Letter of Credit Accommodations established (which day shall
be a Business Day for any Revolving Loan or Letter of Credit Accommodation and
must be the date hereof with respect to the Term Loan) and the amount of the
requested Loan.  Requests received after
12:00 p.m. New York time on any day shall be deemed to have been made as of the
opening of business on the immediately following Business Day.  All Loans under this Agreement shall be
conclusively presumed to have been made to, and


 


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at
the request of and for the benefit of, Borrowers or when deposited to the
credit of any Borrower or otherwise disbursed or established in accordance with
the instructions of Borrowers or in accordance with the terms and conditions of
this Agreement.


 


6.6           Use of
Proceeds.  Borrowers shall use
the proceeds of the Term Loan provided by or on behalf of the Term Loan Lenders
to Borrowers hereunder only for (a) to pay the dividend permitted under Section
9.11(i) hereof, (b) costs, expenses and fees in connection with the
preparation, negotiation, execution and delivery of this Agreement and the
other Financing Agreements and consummation of any other permitted transactions
contemplated hereby which will take place on the Closing Date, and (c) for
general operating, working capital and other proper corporate purposes of
Borrowers not otherwise prohibited by the terms hereof.  All Revolving Loans made or Letter of Credit
Accommodations provided to or for the benefit of Borrowers pursuant to the
provisions hereof shall be used by Borrowers only for general operating, working
capital and other proper corporate purposes of Borrowers and Parent not
otherwise prohibited by the terms hereof. 
None of the proceeds of any Loans or Letter of Credit Accommodations
will be used, directly or indirectly, for the purpose of purchasing or carrying
any margin security or for the purposes of reducing or retiring any
Indebtedness which was originally incurred to purchase or carry any margin
security or for any other purpose which might cause any of the Loans or Letter
of Credit Accommodations to be considered a “purpose credit” within the meaning
of Regulation U of the Board of Governors of the Federal Reserve System, as
amended.


 


6.7           Pro Rata
Treatment.  Except to the extent
otherwise provided in this Agreement:  (a) the
making and conversion of Loans shall be made among the Lenders based on their
respective Pro Rata Shares as to the Loans and (b) each payment on account
of any Obligations to or for the account of one or more of Lenders in respect
of any Obligations due on a particular day shall be allocated among the Lenders
entitled to such payments based on their respective Pro Rata Shares and shall
be distributed accordingly.


 


6.8           Sharing
of Payments, Etc.


 


(a)           Each Borrower agrees that, in
addition to (and without limitation of) any right of setoff, banker’s lien or
counterclaim Agent or any Lender may otherwise have, each Lender shall be
entitled, at its option (but subject, as among Agent and Lenders, to the
provisions of Section 12.3(b) hereof), to offset balances held by it for the
account of any Borrower at any of its offices, in dollars or in any other
currency, against any principal of or interest on any Loans owed to such Lender
or any other amount payable to such Lender hereunder, that is not paid when due
(regardless of whether such balances are then due to any Borrower), in which
case it shall promptly notify Borrowers and Agent thereof; provided, that,
such Lender’s failure to give such notice shall not affect the validity
thereof.


 


(b)           If any Lender (including Agent) shall
obtain from any Borrower payment of any principal of or interest on any Loan
owing to it or payment of any other amount under this Agreement or any of the
other Financing Agreements through the exercise of any right of setoff,
banker’s lien or counterclaim or similar right or otherwise (other than from
Agent as provided herein), and, as a result of such payment, such Lender shall
have received more than its Pro Rata Share of the principal of the Loans or
more than its share of such other amounts then due


 


63

















 


hereunder
or thereunder by Borrowers to such Lender than the percentage thereof received
by any other Lender, it shall promptly pay to Agent, for the benefit of
Lenders, the amount of such excess and simultaneously purchase from such other
Lenders a participation in the Loans or such other amounts, respectively, owing
to such other Lenders (or such interest due thereon, as the case may be) in
such amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all Lenders shall share the benefit of such excess
payment (net of any expenses that may be incurred by such Lender in obtaining
or preserving such excess payment) in accordance with their respective Pro Rata
Shares or as otherwise agreed by Lenders. 
To such end all Lenders shall make appropriate adjustments among
themselves (by the resale of participation sold or otherwise) if such payment
is rescinded or must otherwise be restored.


 


(c)           Each Borrower agrees that any Lender
purchasing a participation (or direct interest) as provided in this Section may
exercise, in a manner consistent with this Section, all rights of setoff,
banker’s lien, counterclaim or similar rights with respect to such
participation as fully as if such Lender were a direct holder of Loans or other
amounts (as the case may be) owing to such Lender in the amount of such
participation.


 


(d)           Nothing contained herein shall
require any Lender to exercise any right of setoff, banker’s lien,
counterclaims or similar rights or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect to
any other Indebtedness or obligation of any Borrower.  If, under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this
Section applies, such Lender shall, to the extent practicable, assign such
rights to Agent, for itself and the ratable benefit of the Lenders and the Bank
Product Providers, and, in any event, exercise its rights in respect of such
secured claim in a manner consistent with the rights of Lenders entitled under
this Section to share in the benefits of any recovery on such secured claim.


 


6.9           Settlement
Procedures.


 


(a)           In order to administer the Credit
Facility in an efficient manner and to minimize the transfer of funds between
Agent and Lenders, Agent may, at its option, subject to the terms of this
Section, make available, on behalf of Lenders, the full amount of the Loans
requested or charged to Borrowers’ loan accounts or otherwise to be advanced by
Lenders pursuant to the terms hereof, without requirement of prior notice to
Lenders of the proposed Loans.


 


(b)           With respect to all Loans made by
Agent on behalf of Lenders as provided in this Section, the amount of each Lender’s
Pro Rata Share of the outstanding Loans shall be computed weekly, and shall be
adjusted upward or downward on the basis of the amount of the outstanding Loans
as of 5:00 p.m. New York time on the Business Day immediately preceding the
date of each settlement computation; provided, that, Agent
retains the absolute right at any time or from time to time to make the above
described adjustments at intervals more frequent than weekly, but in no event
more than twice in any week.  Agent
shall deliver to each of the Lenders after the end of each week, or at such
lesser period or periods as Agent shall determine, a summary statement of the
amount of outstanding Loans for such period (such week or lesser period or
periods being hereinafter referred to as a “Settlement Period”).  If the summary statement is sent by Agent
and received by a Lender prior to 12:00 p.m. New York time, then


 


64

















 


such
Lender shall make the settlement transfer described in this Section by no later
than 3:00 p.m. New York time on the same Business Day and if received by a
Lender after 12:00 p.m. New York time, then such Lender shall make the
settlement transfer by no later than 3:00 p.m. New York time on the next
Business Day following the date of receipt. 
If, as of the end of any Settlement Period, the amount of a Lender’s Pro
Rata Share of the outstanding Loans is more than such Lender’s Pro Rata Share
of the outstanding Loans as of the end of the previous Settlement Period, then
such Lender shall forthwith (but in no event later than the time set forth in
the preceding sentence) transfer to Agent by wire transfer in immediately
available funds the amount of the increase. 
Alternatively, if the amount of a Lender’s Pro Rata Share of the outstanding
Loans in any Settlement Period is less than the amount of such Lender’s Pro
Rata Share of the outstanding Loans for the previous Settlement Period, then,
if the summary statement is prepared and delivered to Lenders by Agent prior to
12:00 p.m. New York time, then Agent shall make the transfer described in this
Section by no later than 3:00 p.m. New York time on the same Business Day and
if prepared and delivered to Lenders by Agent after 12:00 p.m. New York time,
then Agent shall make the transfer by no later than 3:00 p.m. New York time on
the next Business Day following the date of receipt, by wire transfer in
immediately available funds the amount of the decrease.  The obligation of each of the Lenders and
the Agent to transfer such funds and effect such settlement shall be
irrevocable.  Agent and each Lender
agrees to mark its books and records at the end of each Settlement Period to
show at all times the dollar amount of its Pro Rata Share of the outstanding
Loans and Letter of Credit Accommodations. 
Each Lender shall only be entitled to receive interest on its Pro Rata
Share of the Loans to the extent such Loans have been funded by such
Lender.  Because the Agent on behalf of
Lenders may be advancing and/or may be repaid Loans prior to the time when
Lenders will actually advance and/or be repaid such Loans, interest with
respect to Loans shall be allocated by Agent in accordance with the amount of
Loans actually advanced by and repaid to each Lender and the Agent and shall
accrue from and including the date such Loans are so advanced to but excluding
the date such Loans are either repaid by Borrowers or actually settled with the
applicable Lender as described in this Section.


 


(c)           To the extent that Agent has made any
such amounts available and the settlement described above shall not yet have
occurred, upon repayment of any Loans by Borrower, Agent may apply such amounts
repaid directly to any amounts made available by Agent pursuant to this
Section.  In lieu of weekly or more
frequent settlements, Agent may, at its option, at any time require each Lender
to provide Agent with immediately available funds representing its Pro Rata
Share of each Loan, prior to Agent’s disbursement of such Loan to
Borrowers.  In such event, all Loans
under this Agreement shall be made by the Lenders simultaneously and
proportionately to their Pro Rata Shares. 
No Lender shall be responsible for any default by any other Lender in
the other Lender’s obligation to make a Loan requested hereunder nor shall the
Revolving Loan Commitment or Term Loan Commitment, as the case may be, of any
Lender be increased or decreased as a result of the default by any other Lender
in the other Lender’s obligation to make a Loan hereunder.


 


(d)           If Agent is not funding a particular
Loan to Borrowers pursuant to Section 6.9(a) on any day, Agent may assume that
each Lender will make available to Agent such Lender’s Pro Rata Share of the
Loan requested or otherwise made on such day and Agent may, in its discretion,
but shall not be obligated to, cause a corresponding amount to be made
available to or for the benefit of Borrowers on such day.  If Agent makes such corresponding amount


 


65

















 


available
to Borrowers and such corresponding amount is not in fact made available to
Agent by such Lender, Agent shall be entitled to recover such corresponding
amount on demand from such Lender together with interest thereon for each day
from the date such payment was due until the date such amount is paid to Agent
at the Federal Funds Rate for each day during such period (as published by the
Federal Reserve Bank of New York or at Agent’s option based on the arithmetic
mean determined by Agent of the rates for the last transaction in overnight
Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by
each of the three leading brokers of Federal funds transactions in New York
City selected by Agent) and if such amounts are not paid within three (3) days
of Agent’s demand, at the highest interest rate provided for in Section 3.1
hereof applicable to such Loans.  During
the period in which such Lender has not paid such corresponding amount to
Agent, notwithstanding anything to the contrary contained in this Agreement or
any of the other Financing Agreements, the amount so advanced by Agent to or
for the benefit of Borrowers shall, for all purposes hereof, be a Loan made by
Agent for its own account.  Upon any
such failure by a Lender to pay Agent, Agent shall promptly thereafter notify
Borrowers of such failure and Borrowers shall pay such corresponding amount to
Agent for its own account within five (5) Business Days of Borrowers’ receipt
of such notice.  A Lender who fails to
pay Agent its Pro Rata Share of any Loans made available by the Agent on such
Lender’s behalf, or any Lender who fails to pay any other amount owing by it to
Agent, in each case within two (2) Business Days after the date such payment is
due, is a “Defaulting Lender”. 
Agent shall not be obligated to transfer to a Defaulting Lender any
payments received by Agent for the Defaulting Lender’s benefit, nor shall a
Defaulting Lender be entitled to the sharing of any payments hereunder
(including any principal, interest or fees). 
Amounts payable to a Defaulting Lender shall instead be paid to or
retained by Agent.  Agent may hold and,
in its discretion, relend to Borrowers the amount of all such payments received
or retained by it for the account of such Defaulting Lender.  For purposes of voting or consenting to
matters with respect to this Agreement and the other Financing Agreements and
determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a
“Lender” and such Lender’s Total Commitment shall be deemed to be zero
(0).  This Section shall remain
effective with respect to a Defaulting Lender until such default is cured.  The operation of this Section shall not be
construed to increase or otherwise affect the Revolving Loan Commitment or Term
Loan Commitment of any Lender, or relieve or excuse the performance by any
Borrower or any Obligor of their duties and obligations hereunder.


 


(e)           Nothing in this Section or elsewhere
in this Agreement or the other Financing Agreements shall be deemed to require
Agent to advance funds on behalf of any Lender or to relieve any Lender from
its obligation to fulfill its Total Commitment hereunder or to prejudice any
rights that Borrowers may have against any Lender as a result of any default by
any Lender hereunder in fulfilling its Total Commitment.


 


6.10         Obligations Several; Independent
Nature of Lenders’ Rights.  The
obligation of each Lender hereunder is several, and no Lender shall be
responsible for the obligation or commitment of any other Lender
hereunder.  Nothing contained in this
Agreement or any of the other Financing Agreements and no action taken by the
Lenders pursuant hereto or thereto shall be deemed to constitute the Lenders to
be a partnership, an association, a joint venture or any other kind of
entity.  The amounts payable at any time
hereunder to each Lender shall be a separate and independent debt, and subject
to Section 12.3 hereof, each Lender shall be entitled


 


66

















 


to
protect and enforce its rights arising out of this Agreement and it shall not
be necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.


 


SECTION
7.                                      COLLATERAL REPORTING AND COVENANTS


 


7.1           Collateral
Reporting.


 


(a)           Borrowers shall provide Agent with
the following documents in a form satisfactory to Agent:


 


(i)            monthly (but in any event within
fifteen (15) Business Days after the end thereof), or upon the occurrence and
during the continuance of an Event of Default, or upon the occurrence of a
Compliance Triggering Event and during any Availability Compliance Period, more
frequently as Agent may request, a report of credit card sales during the
preceding month, including the amount of the chargebacks, fees, factored
receivables, and credits with respect thereto and providing an aging of such
sales identifying those outstanding more than five (5) days since the sale date
giving rise thereto;


 


(ii)           as soon as possible after the end of
each month (but in any event within fifteen (15) Business Days after the end
thereof), on a monthly basis, or upon the occurrence and during the continuance
of an Event of Default, or upon the occurrence of a Compliance Triggering Event
and during any Availability Compliance Period, more frequently as Agent may
request, perpetual inventory reports, inventory reports by location and
category (and including the amounts of Inventory and the value thereof at any
leased locations and at premises of warehouses, bailees or other third parties
in possession of the Collateral), agings of accounts payable (and including
information indicating the amounts owing to owners and lessors of leased
premises (except for the retail store locations), warehouses, fulfillment
centers, bailees and other third parties from time to time in possession of any
Collateral), and reports on sales and use tax collections, deposits and
payments, including monthly sales and use tax accruals;


 


(iii)          upon the occurrence and during the
continuance of an Event of Default or during such time as Agent performs an
audit or examination of the Borrowers, upon Agent’s reasonable request, amounts
owing to owners and lessors of retail store locations, copies of all bank
statements, copies of shipping and delivery documents, copies of purchase
orders, invoices and delivery documents for Inventory and Equipment acquired by
any Borrower;


 


(iv)          upon Agent’s reasonable request,
reports of sales for each category of Inventory, reports of aggregate Inventory
purchases (including all costs related thereto, such as freight, duty and
taxes) and identifying items of Inventory in transit to each Borrower related
to the applicable documentary letter of credit and/or bill of lading number,
copies of remittance advices and reports, and copies of bank statements
relating to the Blocked Accounts, and reports by retail store location of sales
and operating profits for each such retail store location;


 


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(v)           upon Agent’s reasonable request, the
monthly statements received by each Borrower or any of their Affiliates from
any Credit Card Issuers or Credit Card Processors, together with such
additional information with respect thereto as shall be sufficient to enable
Agent to monitor the transactions pursuant to the Credit Card Agreements;


 


(vi)          monthly (but in any event within
fifteen (15) Business Days after the end thereof), a certified calculation of
the Borrowing Base and the Borrowers’ Excess Availability, which shall be at
least $7,500,000, substantially in the form of Exhibit B hereto (a “Borrowing
Base Certificate”), which certificate shall include the calculation of Net
Amount of Eligible Credit Card Receivables, Net Amount of Eligible Damaged
Goods Vendors Receivables and Net Amount of Eligible Sell-Off Vendors
Receivables after giving effect to the assertion of any claims, offsets,
defenses or counterclaims by any account debtor, or any disputes with account
debtors, or any settlement, adjustment or compromise thereof; provided, that
a Borrowing Base Certificate shall be delivered weekly upon the occurrence of a
Compliance Triggering Event and during any Availability Compliance Period;


 


(vii)         monthly (but in any event within
fifteen (15) Business Days after the end thereof), a Collateral mix report, in
form and substance satisfactory to Agent, certified by the chief financial
officer of each Borrower;


 


(viii)        monthly (but in any event within fifteen
(15) Business Days after the end thereof), a report reconciling the amount of
Non-Borrower Receivables received by or into the account of any Borrower and
remitted by such Borrower or another Person at the direction of such Borrower
to or for the account of World Bank, Nevada Factoring or any other Person; and


 


(ix)           such other reports as to the
Collateral as Agent shall reasonably request from time to time.


 


(b)           If any Borrower’s records or reports
of the Collateral are prepared or maintained by an accounting service,
contractor, shipper or other agent, such Borrower hereby irrevocably authorizes
such service, contractor, shipper or agent to deliver such records, reports,
and related documents to Agent and to follow Agent’s instructions with respect
to further services at any time that an Event of Default exists or has occurred
and is continuing.


 


7.2           Accounts
Covenants.


 


(a)           Each Borrower shall notify Agent
promptly of the assertion of any material claims, offsets, defenses or
counterclaims by any account debtor, Credit Card Issuer or Credit Card
Processor or any material disputes with any of such persons or any settlement,
adjustment or compromise thereof and all material adverse information relating to
the financial condition of any account debtor, Credit Card Issuer or Credit
Card Processor.  No credit, discount,
allowance or extension or agreement for any of the foregoing shall be granted
to any account debtor, Credit Card Issuer or Credit Card Processor except in
the ordinary course of such


 


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Borrower’s
business in accordance with the current practices of such Borrower as in effect
on the date of the Original Loan Agreement. 
So long as an Event of Default exists or has occurred and is continuing,
no Borrower shall, without the prior consent of Agent, settle, adjust or
compromise any material claim, offset, counterclaim or dispute with any account
debtor, Credit Card Issuer, Credit Card Processor.  At any time that an Event of Default exists or has occurred and
is continuing, Agent shall, at its option, have the exclusive right to settle,
adjust or compromise any claim, offset, counterclaim or dispute with account
debtors, Credit Card Issuers or Credit Card Processors or grant any credits,
discounts or allowances.


 


(b)           With respect to each Account: no
payments shall be made thereon except payments delivered to Agent pursuant to
the terms of this Agreement, there shall be no material setoffs, deductions,
contras, defenses, counterclaims or disputes existing or asserted with respect
thereto except as reported to Agent in accordance with the terms of this
Agreement and none of the transactions giving rise thereto will violate any
applicable State or Federal Laws or regulations, all documentation relating
thereto will be legally sufficient under such laws and regulations and all such
documentation will be legally enforceable in accordance with its terms.


 


(c)           Each Borrower shall notify Agent
promptly of: any notice of a material default by such Borrower under any of the
Credit Card Agreements or of any default which has a reasonable likelihood of
resulting in the Credit Card Issuer or Credit Card Processor ceasing to make
payments or suspending payments to such Borrower, any notice from any Credit
Card Issuer or Credit Card Processor that such person is ceasing or suspending,
or will cease or suspend, any present or future payments due or to become due
to such Borrower from such person, or that such person is terminating or will
terminate any of the Credit Card Agreements, and the failure of such Borrower
to comply with any material terms of the Credit Card Agreements or any terms
thereof which has a reasonable likelihood of resulting in the Credit Card
Issuer or Credit Card Processor ceasing or suspending payments to such
Borrower.


 


(d)           Upon an Event of Default, Agent shall
have the right at any time or times, in Agent’s name or in the name of a
nominee of Agent, to verify the validity, amount or any other matter relating
to any Receivables or other Collateral, by mail, telephone, facsimile
transmission or otherwise.


 


7.3           Inventory
Covenants.  With respect to the
Inventory:  (a) each Borrower shall at
all times maintain inventory records reasonably satisfactory to Agent, keeping
correct and accurate records itemizing and describing the kind, type, quality
and quantity of such Borrower’s Inventory, such Borrower’s cost therefor and
daily withdrawals therefrom and additions thereto; (b) each Borrower shall
conduct a physical count of its Inventory either through periodic cycle counts
or wall to wall counts, so that all Inventory is subject to such counts at
least once each year, but at any time or times as Agent may request on or after
an Event of Default, and promptly following such physical inventory (whether
through periodic cycle counts or wall to wall counts) shall supply Agent with a
report in the form and with such specificity as may be reasonably satisfactory
to Agent concerning such physical count; (c) no Borrower shall remove any
Inventory from the locations set forth or permitted herein, without the prior
written consent of Agent, except for sales of Inventory in the ordinary course
of such Borrower’s business and except to move Inventory directly from one location
set forth or permitted herein to another such location and except for Inventory
shipped from the manufacturer thereof to such Borrower which


 


69

















 


is
in transit to the locations set forth or permitted herein; (d) upon Agent’s
request, Borrowers shall, at their expense, no more than two (2) times in any
twelve (12) month period, but at any time or times as Agent may request at
Agent’s expense, or at any time or times as Agent may reasonably request at Borrowers’
expense on or after an Event of Default, deliver or cause to be delivered to
Agent written reports or appraisals as to the Inventory in form, scope and
methodology acceptable to Agent and by an appraiser acceptable to Agent,
addressed to Agent and upon which Agent and Lenders are expressly permitted to
rely; (e) upon Agent’s request, Borrowers shall, at their expense, conduct
through RGIS Inventory Specialists, Inc. or another inventory counting service
acceptable to Agent, a physical count of the Inventory in form, scope and
methodology acceptable to Agent no more than one (1) time in any twelve (12)
month period, and at a time to coincide with Borrowers’ physical count of the
Inventory, so long as no Event of Default has occurred and is continuing, and
no Availability Compliance Period exists, the results of which shall be
reported directly by such inventory counting service to Agent and Borrowers
shall promptly deliver confirmation in a form satisfactory to Agent that
appropriate adjustments have been made to the inventory records of Borrowers to
reconcile the inventory count to Borrowers’ inventory records; (f) each
Borrower shall produce, use, store and maintain the Inventory, with all
reasonable care and caution and in accordance with applicable standards of any
insurance and in conformity with applicable laws (including the requirements of
the Federal Fair Labor Standards Act of 1938, as amended and all rules,
regulations and orders related thereto); (g) none of the Inventory or other
Collateral constitutes farm products or the proceeds thereof; (h) each Borrower
assumes all responsibility and liability arising from or relating to the
production, use, sale or other disposition of the Inventory; (i) no Borrower
shall sell Inventory to any customer on approval, or any other basis which
entitles the customer to return or may obligate such Borrower to repurchase
such Inventory except for the right of return given to retail customers of any
Borrower in the ordinary course of the business of such Borrower in accordance
with the then current return policy of such Borrower; (j) each Borrower shall
keep the Inventory in good and marketable condition; and (k) no Borrower shall,
without prior written notice to Agent or the specific identification of such Inventory
in a report with respect thereto provided by such Borrower to Agent pursuant to
Section 7.1(a) hereof, acquire or accept any Inventory on consignment or
approval.


 


7.4           Equipment
Covenants.  With respect to the
Equipment:  (a) upon Agent’s request, Borrowers
shall, at their expense, at any time or times as Agent may request after the
occurrence and during the continuance of an Event of Default, deliver or cause
to be delivered to Agent written appraisals as to the Equipment in form, scope
and methodology acceptable to Agent and by an appraiser acceptable to Agent,
addressed to Agent and upon which Agent is expressly permitted to rely; (b)
Borrowers shall use commercially reasonable efforts to keep the Equipment in
good order, repair and running (ordinary wear and tear excepted); (c) Borrowers
shall use the Equipment with all reasonable care and caution and in accordance
with applicable standards of any insurance and in conformity with all
applicable laws; (d) the Equipment is and shall be used in the business of
Borrowers and not for personal, family, household or farming use; (e) Borrowers
shall not remove any Equipment from the locations set forth or permitted
herein, except to the extent necessary to have any Equipment repaired or
maintained in the ordinary course of its business or to move Equipment directly
from one location set forth or permitted herein to another such location and
except for the movement of motor vehicles used by or for the benefit of
Borrowers in the ordinary course of business; (f) the Equipment is now and
shall remain personal property and Borrowers shall not permit any of the
Equipment to be or become a


 


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part
of or affixed to real property; and (g) Borrowers assume all responsibility and
liability arising from the use of the Equipment.


 


7.5           Power of
Attorney.  Each Borrower hereby
irrevocably designates and appoints Agent (and all persons designated by Agent)
as such Borrower’s true and lawful attorney-in-fact, and authorizes Agent, in
such Borrower’s, or Agent’s name, to, at any time an Event of Default exists or
has occurred and is continuing (i) demand payment on Receivables or other
Collateral, (ii) enforce payment of Receivables by legal proceedings or
otherwise, (iii) exercise all of such Borrower’s rights and remedies to collect
any Receivable or other Collateral, (iv) sell or assign any Receivable upon
such terms, for such amount and at such time or times as the Agent deems
advisable, (v) settle, adjust, compromise, extend or renew an Account, (vi)
discharge and release any Receivable, (vii) prepare, file and sign such
Borrower’s name on any proof of claim in bankruptcy or other similar document
against an account debtor or other obligor in respect of any Receivables or other
Collateral, (viii) notify the post office authorities to change the address for
delivery of remittances from account debtors or other obligors in respect of
Receivables or other proceeds of Collateral to an address designated by Agent,
and open and dispose of all mail addressed to such Borrower and handle and
store all mail relating to the Collateral, (ix) do all acts and things which
are necessary, in Agent’s determination, to fulfill such Borrower’s obligations
under this Agreement and the other Financing Agreements, (x) take control in
any manner of any item of payment in respect of Receivables or constituting
Collateral or otherwise received in or for deposit in the Blocked Accounts or
otherwise received by Agent or any Lender, (xi) have access to any lockbox
or postal box into which remittances from account debtors or other obligors in
respect of Receivables or other proceeds of Collateral are sent or received, (xii) endorse
such Borrower’s name upon any items of payment in respect of Receivables or constituting
Collateral or otherwise received by Agent and any Lender and deposit the same
in Agent’s account for application to the Obligations, (xiii) endorse such
Borrower’s name upon any chattel paper, document, instrument, invoice, or
similar document or agreement relating to any Receivable or any goods
pertaining thereto or any other Collateral, including any warehouse or other
receipts, or bills of lading and other negotiable or non-negotiable documents,
(xiv) clear Inventory the purchase of which was financed with Letter of
Credit Accommodations through U.S. Customs or foreign export control
authorities in such Borrower’s name, Agent’s name or the name of Agent’s
designee, and to sign and deliver to customs officials powers of attorney in
such Borrower’s own name for such purpose, and to complete in such Borrower’s
or Agent’s name, any order, sale or transaction, obtain the necessary documents
in connection therewith and collect the proceeds thereof, and (xv) sign
such Borrower’s name on any verification of Receivables and notices thereof to
account debtors or any secondary obligors or other obligors in respect
thereof.  Each Borrower hereby releases
Agent and Lenders and their respective officers, employees and designees from
any liabilities arising from any act or acts under this power of attorney and
in furtherance thereof, whether of omission or commission, except as a result
of Agent’s or any Lender’s own gross negligence or willful misconduct as
determined pursuant to a final non-appealable order of a court of competent
jurisdiction.


 


7.6           Right to Cure.  Agent may, at its option, upon notice to
Borrowers, (a) cure any default by any Borrower under any material agreement
with a third party that affects the Collateral, its value or the ability of Agent
to collect, sell or otherwise dispose of the Collateral or the rights and
remedies of Agent or any Lender therein or the ability of any Borrower or any


 


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Obligor
to perform its obligations hereunder or under any of the other Financing
Agreements, (b) pay or bond on appeal any judgment entered against any
Borrower, (c) discharge taxes, liens, security interests or other encumbrances
at any time levied on or existing with respect to the Collateral and (d) pay
any amount, incur any expense or perform any act which, in Agent’s judgment, is
necessary or appropriate to preserve, protect, insure or maintain the
Collateral and the rights of Agent and Lenders with respect thereto.  Agent may add any amounts so expended to the
Obligations and charge Borrowers’ loan accounts therefor, such amounts to be
repayable by Borrowers on demand.  Agent
and Lenders shall be under no obligation to effect such cure, payment or
bonding and shall not, by doing so, be deemed to have assumed any obligation or
liability of any Borrower or any Obligor. 
Any payment made or other action taken by Agent or any Lender under this
Section shall be (a) made by Agent or such Lender after Agent or such Lender
makes reasonable efforts to consult with Borrowers with respect thereto, and
(b) without prejudice to any right to assert an Event of Default hereunder and
to proceed accordingly.


 


7.7           Access to
Premises.  From time to time as
requested by Agent, at the cost and expense of Borrowers, (a) Agent and its
designees (which shall include Documentation Agent) shall contemporaneously
have complete access to all of each Borrower’s personnel and premises during
normal business hours and after notice to, or at any time and without notice to
Borrowers if an Event of Default exists or has occurred and is continuing, for
the purposes of inspecting, verifying and auditing the Collateral and all of
each Borrower’s books and records, including the Records, and (b) Borrowers
shall promptly furnish to Agent such copies of such books and records or
extracts therefrom as Agent may request, and (c) Agent or any Lender or Agent’s
designee may use during normal business hours such of any Borrower’s equipment,
supplies and premises as may be reasonably necessary for the foregoing and if
an Event of Default exists or has occurred and is continuing for the collection
of Receivables and realization of other Collateral.


 


SECTION
8.                                      REPRESENTATIONS AND WARRANTIES


 


Each Borrower hereby represents and warrants to Agent
and Lenders the following (which shall survive the execution and delivery of
this Agreement), the truth and accuracy of which are a continuing condition of
the making of Loans and providing Letter of Credit Accommodations to Borrowers:


 


8.1           Corporate
Existence, Power and Authority. 
Each Borrower is a corporation duly organized and in good standing under
the laws of its state of incorporation identified in its Information
Certificate and is duly qualified as a foreign corporation and in good standing
in all states or other jurisdictions where the nature and extent of the
business transacted by it or the ownership of assets makes such qualification
necessary, except for those jurisdictions in which the failure to so qualify
would not have a material adverse effect on such Borrower’s financial
condition, results of operation or business or the rights of Agent in or to any
of the Collateral.  The execution,
delivery and performance of this Agreement, the other Financing Agreements and
the transactions contemplated hereunder and thereunder by each Borrower (a) are
all within such Borrower’s corporate powers, (b) have been duly authorized, (c)
are not in contravention of law or the terms of such Borrower’s certificate of
incorporation, by-laws, or other organizational documentation, or any
indenture, agreement or undertaking to which such Borrower is a party or by
which such Borrower or its property are bound, except for those lease
agreements of Lerner


 


72

















 


for
which Lerner did not obtain consents from the parties thereto with respect to
the Acquisition and this Agreement and (d) will not result in the creation or
imposition of, or require or give rise to any obligation to grant, any lien,
security interest, charge or other encumbrance upon any property of such
Borrower other than liens in favor of Agent or any Lender as contemplated
hereby.  This Agreement and the other
Financing Agreements to which each Borrower is a party constitute legal, valid
and binding obligations of such Borrower enforceable in accordance with their
respective terms.


 


8.2           Name; State of Organization; Chief
Executive Office; Collateral Locations.


 


(a)           The exact legal name of each Borrower
is as set forth on the signature pages of this Agreement and in each Borrower’s
Information Certificate.  No Borrower
has, during the five years immediately prior to the date of the Original Loan
Agreement, been known by or used any other corporate or fictitious name or been
a party to any merger or consolidation, or acquired all or substantially all of
the assets of any Person, or acquired any of its property or assets out of the
ordinary course of business, except as set forth in such Borrower’s Information
Certificate.


 


(b)           Each Borrower is an organization of
the type and organized in the jurisdiction set forth in such Borrower’s
Information Certificate.  Each
Borrower’s Information Certificate accurately sets forth the organizational
identification number of such Borrower or accurately states that such Borrower
has none and accurately sets forth the federal employer identification number
of such Borrower.


 


(c)           The chief executive office and
mailing address of each Borrower and each Borrower’s Records concerning
Accounts are located only at the address(es) identified as such in such
Borrower’s Information Certificate and its only other places of business and
the only other locations of Collateral, if any, are the addresses set forth in
such Borrower’s Information Certificate, subject to the rights of Borrowers to
establish new locations in accordance with Section 9.2 below.  Each Borrower’s Information Certificate
correctly identifies any of such locations which are not owned by such Borrower
and sets forth the owners and/or operators thereof.


 


8.3           Financial Statements; No Material
Adverse Change.  All financial
statements relating to Borrowers (or any of them) which have been or may
hereafter be delivered by Borrowers (or any of them) to Agent and Lenders have
been prepared in accordance with GAAP (except as to any interim financial
statements, to the extent such statements are subject to normal year-end
adjustments and do not include any notes) and fairly present in all material
respects the financial condition and the results of operation of Borrowers as
at the dates and for the periods set forth therein.  Except as disclosed in any interim financial statements furnished
by Borrowers to Agent prior to the date of this Agreement or otherwise fully
and accurately disclosed to Agent and Ableco in writing, there has been no act,
condition or event which has had or is reasonably likely to have a Material
Adverse Effect since the date of the most recent audited financial statements
of Borrowers furnished by Borrowers to Agent prior to the date of this
Agreement.


 


8.4           Priority of Liens; Title to Properties.  The security interests and liens granted to
Agent under this Agreement and the other Financing Agreements upon filing the
appropriate


 


73

















 


documents
(including UCC financing statements and filings with the U.S. Patent and
Trademark Office and the U.S. Copyright Office), but only if and to the extent
that a security interest may be so perfected under applicable laws, constitute
valid and perfected first priority liens and security interests in and upon the
Collateral subject only to the liens indicated on the Information Certificates
and the other liens permitted under Section 9.8 hereof.


 


8.5           Tax Returns.  Each Borrower has filed, or caused to be
filed, in a timely manner (including any extensions) all federal income tax
returns and all other material tax returns, reports and declarations that are
required to be filed by it.  All
information in such tax returns, reports and declarations is complete and
accurate in all material respects.  Each
Borrower has paid or caused to be paid all taxes due and payable or claimed due
and payable in any assessment received by it, except taxes (i) the validity of
which are being contested in good faith by appropriate proceedings diligently
pursued and available to such Borrower and with respect to which adequate
reserves have been set aside on its books or (ii) the nonpayment of which could
not reasonably be expected to have a Material Adverse Effect.  Adequate provision has been made for the payment
of all accrued and unpaid material Federal, State, county, local, foreign and
other taxes whether or not yet due and payable and whether or not disputed.


 


8.6           Litigation.  Except as set forth in the Information
Certificates, (a) there are no investigations by any Governmental Authority
pending, or to the best of each Borrower’s knowledge threatened, against or
affecting any Borrower, its assets or business and (b) there is no action,
suit, proceeding or claim by any Person pending, or to the best of each
Borrower’s knowledge threatened, against any Borrower or its assets or
goodwill, or against or affecting any transactions contemplated by this
Agreement, in each case, which if adversely determined against such Borrower
has or could reasonably be expected to have a Material Adverse Effect.


 


8.7           Compliance with Other Agreements
and Applicable Laws.  Except for
those lease agreements of Lerner for which Lerner did not obtain consents from
the parties thereto with respect to the Acquisition and this Agreement, no
Borrower is in default in any respect under, or in violation in any material
respect of any of the terms of, any agreement, contract, instrument, lease or
other commitment to which it is a party or by which it or any of its assets are
bound which could reasonably be expected to have a Material Adverse
Effect.  Except as could not reasonably
be expected to have a Material Adverse Effect, each Borrower is in compliance
in all respects with the requirements of all applicable laws, rules,
regulations and orders of any Governmental Authority relating to its business,
including, without limitation, those set forth in or promulgated pursuant to
the Occupational Safety and Health Act of 1970, as amended, the Fair Labor
Standards Act of 1938, as amended, ERISA, the Code, as amended, and the rules
and regulations thereunder, all Federal, State and local statutes, regulations,
rules and orders relating to consumer credit (including, without limitation, as
each has been amended, the Truth-in-Lending Act, the Fair Credit Billing Act,
the Equal Credit Opportunity Act and the Fair Credit Reporting Act, and
regulations, rules and orders promulgated thereunder), all Federal, State and
local states, regulations, rules and orders pertaining to sales of consumer
goods (including, without limitation, the Consumer Products Safety Act of 1972,
as amended, and the Federal Trade Commission Act of 1914, as amended, and all
regulations, rules and orders promulgated thereunder).


 


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8.8           Environmental
Compliance.


 


(a)           Except as set forth on Schedule
8.8 hereto or as would not reasonably be expected to have a Material
Adverse Effect, no Borrower or any Subsidiary of a Borrower has generated,
used, stored, treated, transported, manufactured, handled, produced or disposed
of any Hazardous Materials, on or off its premises (whether or not owned by it)
in any manner which at any time violates in any material respect any applicable
Environmental Law or any permit issued to any Borrower under Environmental Law,
and the operations of Borrowers and their respective Subsidiaries comply in all
material respects with all Environmental Laws and all permits issued to any
Borrower under Environmental Law.


 


(b)           Except as set forth on Schedule
8.8 hereto or as would not reasonably be expected to have a Material
Adverse Effect, there has been no investigation by any Governmental Authority
or any proceeding, complaint, order, directive, claim, citation or notice by
any Governmental Authority or any other person nor is any pending or to the
best of each Borrower’s knowledge threatened, with respect to any
non-compliance with or violation of the requirements of any Environmental Law
by such Borrower or any Subsidiary of a Borrower or the release, spill or discharge,
threatened or actual, of any Hazardous Material or the generation, use,
storage, treatment, transportation, manufacture, handling, production or
disposal of any Hazardous Materials by such Borrower or any Subsidiary of a
Borrower or any other environmental, health or safety matter involving such
Borrower or any Subsidiary of a Borrower, which adversely affects or would
reasonably be expected to adversely affect in any material respect such
Borrower or its business, operations or assets or any properties at which such
Borrower has transported, stored or disposed of any Hazardous Materials.


 


(c)           Except as set forth on Schedule
8.8 hereto or as would not reasonably be expected to have a Material
Adverse Effect, no Borrower or any Subsidiary of a Borrower has any material
liability (contingent or otherwise) in connection with a release, spill or
discharge, threatened or actual, of any Hazardous Materials or the generation,
use, storage, treatment, transportation, manufacture, handling, production or
disposal of any Hazardous Materials.


 


(d)           Except as set forth on Schedule
8.8 hereto or as would not reasonably be expected to have a Material
Adverse Effect, each Borrower and its Subsidiaries have all permits required to
be obtained or filed in connection with the operations of such Borrower under
any Environmental Law and all of such licenses, certificates, approvals or
similar authorizations and other permits are valid and in full force and
effect.


 


8.9           Employee
Benefits.


 


(a)           Except as could not reasonably be
expected to have a Material Adverse Effect, each Plan is in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
Federal or State law and each Plan which is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the
Internal Revenue Service or is still within the remedial amendment period (as
defined in Section 401(b) of the Code) to obtain a favorable determination
letter.  Each Borrower and its ERISA
Affiliates have made all required contributions to any Pension Plan subject to
Section 412 of the Code, and


 


75

















 


no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any such
Pension Plan.


 


(b)           Except as could not reasonably be
expected to have a Material Adverse Effect, there are no pending, or to the
best of each Borrower’s knowledge, threatened claims, actions or lawsuits, or
action by any Governmental Authority, with respect to any Plan, and there has
been no non-exempt prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan.


 


(c)           (i)            Except
as could not reasonably be expected to have a Material Adverse Effect, no ERISA
Event has occurred or is reasonably expected to occur; (ii) the current
value of the assets of each Pension Plan (determined in accordance with the
assumptions used for funding such Pension Plan pursuant to Section 412 of the
Code) are not exceeded by such Pension Plan’s liabilities under Section
4001(a)(16) of ERISA in an amount that could reasonably be expected to have a
Material Adverse Effect; (iii) no Borrower or any of its ERISA Affiliates
have incurred nor do any of them reasonably expect to incur any liability under
Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA) in an amount which could reasonably
be expected to have a Material Adverse Effect; (iv) except as could not
reasonably be expected to have a Material Adverse Effect, no Borrower or any of
its ERISA Affiliates have incurred nor do any of them reasonably expect to
incur any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Section 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) except as
set forth on Schedule 8.9(c) hereto, no Borrower or any of its ERISA
Affiliates has engaged in a transaction that would be subject to Section 4069
or 4212(c) of ERISA.


 


8.10         Bank Accounts,
etc.  All of the deposit accounts,
investment accounts or other accounts in the name of or used by any Borrower
maintained at any bank or other financial institution are set forth on such
Borrower’s Information Certificate, subject to the right of Borrowers to
establish new accounts in accordance with Section 5.2 hereof.


 


8.11         Intellectual
Property.  Each Borrower owns or
licenses or otherwise has the right to use all Intellectual Property necessary
for the operation of its business as presently conducted or proposed to be
conducted.  As of the date hereof, no
Borrower has any Intellectual Property registered, or subject to pending
applications, in the United States Patent and Trademark Office or any similar
office or agency in the United States, any State thereof, any political
subdivision thereof or in any other country, other than those described in such
Borrower’s Information Certificate and has not granted any licenses with
respect thereto other than as set forth in such Borrower’s Information
Certificate.  To the best of each
Borrower’s knowledge, no event has occurred which permits or would permit after
notice or passage of time or both, the revocation, suspension or termination of
any Borrower’s Intellectual Property rights the loss of which could reasonably
be expected to have a Material Adverse Effect. 
To the best of each Borrower’s knowledge, except as could not reasonably
be expected to have a Material Adverse Effect: (i) no slogan or other
advertising device, product, process, method, substance or other Intellectual
Property or goods bearing or using any Intellectual Property presently
contemplated to be sold by or employed by any Borrower infringes any patent,
trademark, servicemark, tradename, copyright, license or other Intellectual
Property owned by any other Person presently, (ii) and no


 


76

















 


claim
or litigation is pending or threatened against or affecting any Borrower
contesting its right to sell or use any such Intellectual Property.  Each Borrower’s Information Certificate sets
forth all of the agreements of such Borrower pursuant to which such Borrower
has a license or other right to use any material trademarks, logos, designs or
other material Intellectual Property owned by another person as in effect on
the date hereof and the dates of the expiration of such agreements
(collectively, together with such agreements or other arrangements as may be entered
into by any Borrower after the date hereof, collectively, the “License
Agreements” and individually, a “License Agreement”).  No trademark, servicemark, copyright or
other Intellectual Property at any time used by any Borrower which is owned by
another person, or owned by such Borrower subject to any security interest,
lien, collateral assignment, pledge or other encumbrance in favor of any person
other than Agent, is affixed to any Eligible Inventory, except (a) as set forth
on such Borrower’s Information Certificate, (b) to the extent permitted under
the term of the License Agreements listed on such Borrower’s Information
Certificate, and (c) to the extent the sale of Inventory to which such
Intellectual Property is affixed is permitted to be sold by such Borrower under
applicable law (including the United States Copyright Act of 1976).


 


8.12         Subsidiaries; Affiliates;
Capitalization; Solvency.


 


(a)           No Borrower has any direct or
indirect Subsidiaries or Affiliates and is not engaged in any joint venture or
partnership except as set forth in such Borrower’s Information Certificate.


 


(b)           Each Borrower is the record and
beneficial owner of all of the issued and outstanding shares of Capital Stock
of each of the Subsidiaries listed on such Borrower’s Information Certificate
as being owned by such Borrower and there are no proxies, irrevocable or
otherwise, with respect to such shares and no equity securities of any of
Subsidiary of a Borrower are or may become required to be issued by reason of
any options, warrants, rights to subscribe to, calls or commitments of any kind
or nature and there are no contracts, commitments, understandings or
arrangements by which any Subsidiary of a Borrower is or may become bound to
issue additional shares of it Capital Stock or securities convertible into or
exchangeable for such shares.


 


(c)           The issued and outstanding shares of
Capital Stock of each Borrower are directly and beneficially owned and held by
the persons indicated in such Borrower’s Information Certificate, and in each
case all of such shares have been duly authorized and are fully paid and
non-assessable, free and clear of all claims, liens, pledges and encumbrances
of any kind, except as may be permitted under the terms of the Financing
Agreements.


 


(d)           Each Borrower is Solvent and will
continue to be Solvent after the creation of the Obligations, the security
interests of Agent and the other transaction contemplated hereunder.


 


8.13         Labor Disputes.


 


(a)           Set forth on Schedule 8.13
hereto is a list (including dates of termination) of all collective bargaining
or similar agreements between or applicable to any Borrower and any


 


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union,
labor organization or other bargaining agent in respect of the employees of such
Borrower on the date hereof.


 


(b)           Except as could not reasonably be
expected to have a Material Adverse Effect, there is (i) no unfair labor
practice complaint pending against any Borrower or, to the best of such
Borrower’s knowledge, threatened against it, before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is pending on the date hereof against
such Borrower or, to best of such Borrower’s knowledge, threatened against it,
and (ii) no strike, labor dispute, slowdown or stoppage is pending against
any Borrower or, to the best of such Borrower’s knowledge, threatened against
such Borrower.


 


8.14         Restrictions
on Subsidiaries.  Except for
restrictions contained in this Agreement, the Covenant Agreement, the
Transition Services Agreement or any other agreement with respect to
Indebtedness of any Borrower permitted hereunder as in effect on the date
hereof, there are no contractual or consensual restrictions on any Borrower or
any of its Subsidiaries which prohibit or otherwise restrict (a) the
transfer of cash or other assets (i) between Borrowers, (ii) between any
Borrower and any Subsidiary of a Borrower, or (iii) between any
Subsidiaries of any Borrower or (b) the ability of any Borrower or any of
its Subsidiaries to incur Indebtedness or grant security interests to Agent or
any Lender in the Collateral.


 


8.15         Material
Contracts.  Schedule 8.15
hereto sets forth a list of all Material Contracts to which any Borrower is a
party or is bound as of the date hereof. 
Each Borrower has delivered true, correct and complete copies of such
Material Contracts to Agent on or before the date hereof.  No Borrower is 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.


 


8.16         Credit
Card Agreements.  Set forth in Schedule
8.16 hereto is a correct and complete list of all of the Credit Card Agreements
and all other agreements, documents and instruments existing as of the date
hereof between or among any Borrower, any of their Affiliates, the Credit Card
Issuers, the Credit Card Processors and any of their Affiliates.  The Credit Card Agreements constitute all of
such agreements necessary for Borrowers to operate their business as presently
conducted with respect to credit cards and debit cards and no Receivables of
any Borrower arise from purchases by customers of Inventory with credit cards
or debit cards, other than those which are issued by Credit Card Issuers with
whom such Borrower has entered into one of the Credit Card Agreements set forth
on Schedule 8.16 hereto or with whom such Borrower has entered into a
Credit Card Agreement in accordance with Section 9.22 hereof.  Each of the Credit Card Agreements
constitutes the legal, valid and binding obligations of the Borrower that is
party thereto and to the best of each Borrower’s knowledge, the other parties
thereto, enforceable in accordance with their respective terms and is in full
force and effect.  Except as could not
reasonably (i) be expected to have a Material Adverse Effect or (ii) result in
the cessation of the transfer of payments under any Credit Card Agreement to
the Blocked Accounts as required under this Agreement, no default or event of
default, or act, condition or event which after notice or passage of time or
both, would constitute a default or an event of default under any of the Credit
Card Agreements exists or has occurred. 
The applicable Borrower and the other parties thereto have complied with
all of the terms and conditions of the


 


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Credit
Card Agreements to the extent necessary for such Borrower to be entitled to
receive all payments thereunder which constitute proceeds of Eligible Credit
Card Receivables.  Borrowers have
delivered, or caused to be delivered to Agent, true, correct and complete
copies of all of the Credit Card Agreements.


 


8.17         Payable
Practices.  Borrowers have not
made any material changes in their historical accounts payable practices from
those in effect immediately prior to the date of the Original Loan Agreement.


 


8.18         Accuracy and Completeness of
Information.  All information
furnished by or on behalf of any Borrower in writing to Agent or any Lender in
connection with this Agreement or any of the other Financing Agreements or any
transaction contemplated hereby or thereby, including all information on the
Information Certificates is true and correct in all material respects on the
date as of which such information is dated or certified and does not omit any
material fact necessary in order to make such information not misleading.  No event or circumstance has occurred which
has had or could reasonably be expected to have a Material Adverse Affect,
which has not been fully and accurately disclosed to Agent in writing prior to
the date hereof.


 


8.19         No Defaults.  As of the date hereof, no event has occurred
and is continuing that constitutes (a) an Event of Default or Default
hereunder, or (b) except as could not reasonably be expected to have a Material
Adverse Effect, a default or event of default under the Acquisition Documents,
or the Transition Services Agreement or the Covenant Agreement.


 


8.20         Acquisition Documents; Transition
Services.  Except for amendments
or supplements thereto which do not materially alter Borrower’s rights or
Obligations thereunder, Borrowers have delivered to Agent true, correct, and
complete copies of all Acquisition Documents, including all schedules and
exhibits thereto which Acquisition Documents set forth the entire agreement and
understanding of the parties thereto relating to the subject matter thereof,
and there are no other agreements, arrangements or understandings, written or
oral, relating to the matters covered thereby. 
As of the date hereof, the only material services being provided to
Borrowers under the Transition Services Agreement are logistics or other such
Inventory processing and handling services.


 


8.21         Survival
of Warranties; Cumulative.  All
representations and warranties contained in this Agreement or any of the other
Financing Agreements shall survive the execution and delivery of this Agreement
and shall be deemed to have been made again to Agent and Lenders on the date of
each additional borrowing or other credit accommodation hereunder and shall be
conclusively presumed to have been relied on by Agent and Lenders regardless of
any investigation made or information possessed by Agent or any Lender.  The representations and warranties set forth
herein shall be cumulative and in addition to any other representations or
warranties which any Borrower shall now or hereafter give, or cause to be
given, to Agent or any Lender.


 


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SECTION
9.                                      AFFIRMATIVE AND NEGATIVE COVENANTS


 


9.1           Maintenance
of Existence.


 


(a)           Except as permitted under Section 9.7
hereof, each Borrower shall at all times preserve, renew and keep in full force
and effect its corporate existence and material rights and franchises with
respect thereto and maintain in full force and effect all material licenses,
trademarks, tradenames, approvals, authorizations, leases, contracts and
Permits necessary to carry on the business as presently or proposed to be
conducted.


 


(b)           No Borrower shall change its name
unless each of the following conditions is satisfied: (i) Agent shall have
received not less than thirty (30) days prior written notice from such Borrower
of such proposed change in its corporate name, which notice shall accurately
set forth the new name; and (ii) Agent shall have received a copy of the
amendment to the Certificate of Incorporation of such Borrower providing for
the name change certified by the Secretary of State of the jurisdiction of
incorporation or organization of such Borrower as soon as it is available.


 


(c)           No Borrower shall change its chief
executive office or its mailing address or organizational identification number
(or if it does not have one, shall not acquire one) unless Agent shall have
received not less than thirty (30) days’ prior written notice from such
Borrower of such proposed change, which notice shall set forth such information
with respect thereto as Agent may require and Agent shall have received such
agreements as Agent may reasonably require in connection therewith.  Without the prior written consent of Agent,
such consent not to be unreasonably withheld, no Borrower shall change its type
of organization, jurisdiction of organization or other legal structure.


 


9.2           New
Collateral Locations.  Any
Borrower may open any new location within the continental United States
provided such Borrower (a) gives Agent written notice of the opening of any
such new location on or before the date such Borrower decides to open such new
location and (b) executes and delivers, or causes to be executed and delivered,
to Agent such agreements, documents, and instruments as Agent may deem
reasonably necessary or desirable to protect its interests in the Collateral at
such location.


 


9.3           Compliance
with Laws, Regulations, Etc.


 


(a)           Except as could not reasonably be
expected to cause a Material Adverse Effect, each Borrower shall, and shall
cause its Subsidiaries to, at all times, comply in all material respects with
all laws, rules, regulations, licenses, approvals, orders and other Permits
applicable to it and duly observe all requirements of any foreign, Federal,
State or local Governmental Authority, the Code, the Occupational Safety and
Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as
amended, all Federal, State and local statutes, regulations, rules and orders
relating to consumer credit (including, without limitation, as each has been
amended, the Truth-in-Lending Act, the Fair Credit Billing Act, the Equal Credit
Opportunity Act and the Fair Credit Reporting Act, and regulations, rules and
orders promulgated thereunder), all Federal, State and local statutes,
regulations, rules and orders pertaining to sales of consumer goods (including,
without limitation, the Consumer Products


 


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Safety
Act of 1972, as amended, and the Federal Trade Commission Act of 1914, as
amended, and all regulations, rules and orders promulgated thereunder) and all
statutes, rules, regulations, orders, permits and stipulations relating to
environmental pollution and employee health and safety, including all of the
Environmental Laws.


 


(b)           Each Borrower shall give written
notice to Agent promptly upon such Borrower’s receipt of any notice of, or such
Borrower’s otherwise obtaining knowledge of any of the following, except if it
could not reasonably be expected to have a Material Adverse Effect, (i) the
occurrence of any event involving the unpermitted release, spill or discharge,
threatened or actual, of any Hazardous Material by any Borrower or (ii) any
investigation, proceeding, complaint, order, directive, claims, citation or
notice with respect to: (A) any non-compliance with or violation of any
Environmental Law by any Borrower or (B) the release, spill or discharge,
threatened or actual, of any Hazardous Material by any Borrower other than in
the ordinary course of business and other than as permitted under any
applicable Environmental Law.  Copies of
all environmental surveys, audits, assessments, feasibility studies and results
of remedial investigations shall be promptly furnished, or caused to be
furnished, by Borrowers to Agent. Borrowers shall take prompt action to respond
to any material non-compliance with any of the Environmental Laws and shall
regularly report to Agent on such response.


 


(c)           Without limiting the generality of
the foregoing, whenever Agent reasonably determines that there is
non-compliance, or any condition which requires any action by or on behalf of
any Borrower in order to avoid any non-compliance, with any Environmental Law
except with respect to such noncompliance that could not reasonably be expected
to have a Material Adverse Effect, Borrowers shall, at Agent’s request and
Borrowers’ expense: (i) cause an independent environmental consultant
reasonably acceptable to Agent to assess such non-compliance or alleged
non-compliance with such Environmental Laws (including sampling and analysis,
if necessary) and prepare and deliver to Agent a report as to such non-compliance
setting forth the results of any sampling or analysis, a proposed plan for
responding to any environmental problems described therein, and an estimate of
the costs thereof and (ii) provide to Agent a supplemental report of such
consultant whenever the scope of such non-compliance, or any Borrower’s
response thereto or the estimated costs thereof, shall change in any material
respect.


 


(d)           Each Borrower shall indemnify and
hold harmless Agent and Lenders and their respective directors, officers,
employees, agents, invitees, representatives, successors and assigns, from and
against any and all losses, claims, damages, liabilities, costs, and expenses
(including reasonable attorneys’ fees and expenses) directly or indirectly
arising out of or attributable to the use, generation, manufacture,
reproduction, storage, release, threatened release, spill, discharge, disposal
or presence of a Hazardous Material, including the costs of any required or
necessary repair, cleanup or other remedial work with respect to any property
of any Borrower and the preparation and implementation of any closure, remedial
or other required plans except to the extent such losses, claims, damages,
liabilities, costs, and expenses arise out of or are attributable to the negligence
or willful misconduct of Agent or any Lender. 
All representations, warranties and indemnifications in this Section 9.3
shall survive the payment of the Obligations and the termination of this
Agreement.


 


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9.4           Payment
of Taxes and Claims.  Each
Borrower shall, and shall cause its Subsidiaries to, duly pay and discharge all
taxes, assessments, contributions and governmental charges upon or against it
or its properties or assets, except for taxes (i) the validity of which are
being contested in good faith by appropriate proceedings diligently pursued and
available to such Borrower or its Subsidiaries, as the case may be, and with
respect to which adequate reserves have been set aside on its books or (ii) the
non-payment of which could not reasonably be expected to have a Material
Adverse Effect.


 


9.5           Insurance.  Each Borrower shall, and shall cause its
Subsidiaries to, at all times, maintain with financially sound and reputable
insurers insurance with respect to the Collateral against loss or damage and
all other insurance of the kinds and in the amounts customarily insured against
or carried by corporations of established reputation engaged in the same or
similar businesses and similarly situated. 
Said policies of insurance shall be reasonably satisfactory to Agent as
to form, amount and insurer.  Each
Borrower shall furnish certificates, policies or endorsements to Agent as Agent
shall reasonably require as proof of such insurance, and, if such Borrower
fails to do so, Agent is authorized, but not required, to obtain such insurance
at the expense of Borrowers.  All
policies with regard to such insurance shall provide for at least thirty (30)
days prior written notice to Agent of any cancellation or reduction of coverage
and that Agent may act as attorney for such Borrower in obtaining, and at any
time an Event of Default exists or has occurred and is continuing, adjusting,
settling, amending and canceling such insurance.  Within ten days after the date hereof, Borrowers shall cause
Agent to be named as a loss payee and an additional insured, as its interests
may appear (but without any liability for any premiums), under such insurance
policies and Borrowers shall obtain non-contributory lender’s loss payable
endorsements to all such insurance policies in form and substance satisfactory
to Agent.  Such lender’s loss payable
endorsements shall specify that the proceeds of such insurance shall be payable
to Agent, for itself and the ratable benefit of the Lenders and the Bank
Product Providers, as its interests may appear and further specify that Agent
and Lenders shall be paid regardless of any act or omission by any Borrower or
any of its Affiliates.  Without limiting
any other rights of Agent or Lenders, any insurance proceeds received by Agent
at any time may be applied to payment of the Obligations, whether or not then
due, in accordance with Section 6.4(a). 
Upon application of such proceeds to the Revolving Loans, Revolving
Loans may be available subject and pursuant to the terms hereof to be used for
the costs of repair or replacement of the Collateral lost or damages resulting
in the payment of such insurance proceeds.


 


9.6           Financial Statements and Other
Information.


 


(a)           Each Borrower shall, and shall cause
its Subsidiaries to, keep proper books and records in which true and complete
entries shall be made of all dealings or transactions of or in relation to the
Collateral and the business of such Borrower and its Subsidiaries in accordance
with GAAP.  Borrowers shall promptly
furnish to Agent and Lenders all such financial and other information as Agent
shall reasonably request relating to the Collateral and the assets, business
and operations of Borrowers, and Borrowers shall notify their auditors and accountants
that Agent is authorized to obtain such information directly from them.  Without limiting the foregoing, Borrowers
shall furnish or cause to be furnished to Agent, the following: (i) within
thirty (30) days after the end of each fiscal month, monthly unaudited
consolidated financial statements, and unaudited consolidating financial
statements (including in


 


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each
case balance sheets, statements of income and loss, statements of cash flow,
and statements of shareholders’ equity), all in reasonable detail, fairly
presenting the financial position and the results of the operations of
NY&Co and its Subsidiaries as of the end of and through such fiscal month,
certified to be correct by the chief financial officer of each Borrower,
subject to normal year-end adjustments and accompanied by a compliance
certificate substantially in the form of Exhibit C hereto, along with a
schedule in a form satisfactory to Agent of the calculations used in
determining, as of the end of such month, whether Borrowers are in compliance
with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for
such month, (ii) during any Availability Compliance Period, on the last
Business Day of any month therein, Borrowers will deliver to Agent and Ableco
an Availability Compliance Report, along with a schedule in form and substance
reasonably satisfactory to Agent and Ableco, of the calculations used in
determining, as of the end of such month and such other date determined by
Borrowers in its sole discretion, whether an Availability Compliance
Reinstatement Date has occurred, and (iii) within ninety (90) days after each
Fiscal Year-End, audited consolidated financial statements and unaudited
consolidating financial statements of NY&Co and its Subsidiaries (including
in each case balance sheets, statements of income and loss, statements of cash
flow, and statements of shareholders’ equity), and the accompanying notes
thereto, all in reasonable detail, fairly presenting the financial position and
the results of the operations of NY&Co and its Subsidiaries as of the
Fiscal Year-End of and for such fiscal year, together with the unqualified
opinion of independent certified public accountants with respect to the audited
consolidated financial statements, which accountants shall be an independent
accounting firm selected by NY&Co and reasonably acceptable to Agent, that
such audited consolidated financial statements have been prepared in accordance
with GAAP, and present fairly the results of operations and financial condition
of NY&Co and its Subsidiaries as of the Fiscal Year-End then ended.


 


(b)           Borrowers shall promptly notify Agent
in writing of the details of (i) any loss, damage, investigation, action, suit,
proceeding or claim relating to Collateral having a value of more than
$1,000,000 or which if adversely determined would result in any material
adverse change in any Borrower’s business, properties, assets, goodwill or
condition, financial or otherwise, (ii) any Material Contract being
terminated or amended or any new Material Contract entered into (in which event
Borrowers shall provide Agent with a copy of such Material Contract), (iii) any
order, judgment or decree in excess of $1,000,000 shall have been entered
against any Borrower or any Borrower’s properties or assets, (iv) any
notification of a material violation of laws or regulations received by any
Borrower, (v) any ERISA Event, and (vi) the occurrence of any Event of
Default.


 


(c)           Borrowers shall promptly after the
sending or filing thereof furnish or cause to be furnished to Agent copies of
all reports and registration statements which any Borrower or Guarantor files
with the Securities and Exchange Commission, any national securities exchange
or the National Association of Securities Dealers, Inc.  Following an IPO, Borrowers shall, in
addition to the foregoing, promptly after the sending of all material business
reports which any Borrower sends to its stockholders generally furnish or cause
to be furnished to Agent copies thereof.


 


(d)           Without limiting the rights of Agent
and Lenders under any other provision of this Agreement, as soon as available,
but in any event not later than fifteen (15) days after the end of each
calendar month, Borrowers shall deliver to Agent, in form and substance


 


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satisfactory
to Agent, in each case certified by the chief financial officer of each
Borrower as true and correct:  a
statement confirming the payment of rent and other amounts due to owners and
lessors of real property used by any Borrower in the immediately preceding
month, subject to year-end or periodic adjustments, the addresses of all new
retail store locations of any Borrower opened and existing retail store
locations closed or sold, in each case since the date of the most recent
certificate delivered to Agent containing the information required under this
clause, and a report of any new deposit account established or used by any
Borrower with any bank or other financial institution, including the Borrower
in whose name the account is maintained, the account number, the name and
address of the financial institution at which such account is maintained, the
purpose of such account and, if any, the amount held in such account on or
about the date of such report.


 


(e)           Beginning with the Fiscal Year-End
2004, as soon as available but in any event by no later than the thirtieth
(30th) day after each Fiscal Year-End, Borrowers shall furnish or cause to be
furnished to Agent such budgets, forecasts, projections and other information
respecting the Collateral and the business of Borrowers, as Agent may
reasonably request.  Agent is hereby
authorized to deliver a copy of any financial statement or any other
information relating to the business of Borrowers to any court or other
Governmental Authority, or to any Lender or Participant or prospective Lender
or Participant, or any financial institution engaged in the same business as
Agent.  Each Borrower hereby irrevocably
authorizes and directs all accountants or auditors to deliver to Agent, at
Borrowers’ expense, copies of the financial statements of Borrowers (or any of
them) and any reports or management letters prepared by such accountants or
auditors on behalf of Borrowers (or any of them) and to disclose to Agent and
Lenders such information as they may have regarding the business of any
Borrower.  Any documents, schedules,
invoices or other papers delivered to Agent or any Lender may be destroyed or
otherwise disposed of by Agent or such Lender one (1) year after the same are
delivered to Agent or such Lender, except as otherwise designated by party to
Agent or such Lender in writing.


 


9.7           Sale of
Assets, Consolidation, Merger, Dissolution, Etc.  No Borrower shall, nor shall it permit any
of its Subsidiaries to, directly or indirectly:


 


(a)           merge into or with or consolidate
with any other Person or permit any other Person to merge into or with or
consolidate with it; provided, however, upon prior written notice
to Agent:


 


(i)            a Borrower may merge into or with or
consolidate with another Borrower so long as both before and after giving
effect thereto no Default, Event of Default or Material Adverse Effect exists
or would occur;


 


(ii)           an Obligor may merge into or with or
consolidate with another Obligor; and


 


(iii)          an Obligor may merge into or with or
consolidate with a Borrower so long as (A) such Borrower is the surviving
entity with respect thereto and continues to be an organization of the type,
domiciled in the state and bearing the same corporate name as existed prior to
such merger or consolidation, (B) no


 


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Default or Event
of Default then exists or would occur, (C) no liens, other than those permitted
under the terms of this Agreement with regard to a Borrower, on the assets of
such Obligor then exist, and (D) such Borrower would not, as a result of such
transaction, be liable for any Indebtedness or other obligations of such
Obligor, other than Indebtedness or other obligations which are permitted under
the terms of this Agreement with regard to a Borrower.


 


(b)           sell, issue, assign, lease, license,
transfer, abandon or otherwise dispose of any Capital Stock to any other Person
or any of its assets to any other Person, except  for


 


(i)            sales of Inventory in the ordinary
course of business;


 


(ii)           subleases of real property or
licenses of Intellectual Property in the ordinary course of business, as
disclosed to Agent pursuant to quarterly reports of such activity,


 


(iii)          exclusive of sales or dispositions
contemplated by clause (vi) hereof, the sale or other disposition of Equipment
(including worn-out or obsolete Equipment or Equipment no longer used or useful
in the business of Borrowers) so long as the value of such Equipment sold in
any fiscal year is equal to or less than the value of all Equipment acquired in
such year, and


 


(iv)          the issuance and sale by any Borrower
of Capital Stock of such Borrower after the date hereof; provided, that,
(A) Agent shall have received not less than ten (10) Business Days’ prior
written notice of such issuance and sale by such Borrower, which notice shall
specify the parties to whom such shares are to be sold, the terms of such sale,
the total amount which it is anticipated will be realized from the issuance and
sale of such stock and the net cash proceeds which it is anticipated will be
received by such Borrower from such sale, (B) such Borrower shall not be
required to pay any cash dividends or repurchase or redeem such Capital Stock
or make any other payments in respect thereof, except as otherwise permitted in
Section 9.11 hereof, (C) the terms of such Capital Stock, and the terms and
conditions of the purchase and sale thereof, shall not include any terms that
include any limitation on the right of such Borrower to request or receive
Loans or Letter of Credit Accommodations or the right of such Borrower to amend
or modify any of the terms and conditions of this Agreement or any of the other
Financing Agreements or otherwise in any way relate to or affect the
arrangements of such Borrower with Agent and Lenders or are more restrictive or
burdensome to such Borrower than the terms of any Capital Stock in effect on
the date hereof and (D) if an Event of Default then exists, all of the proceeds
of the sale and issuance of such Capital Stock shall be paid to Agent for
application to the Obligations in accordance with Section 6.4(a) or at Agent’s
option, to be held as cash collateral for the Obligations,


 


(v)           the issuance of Capital Stock of a
Borrower consisting of common stock pursuant to an employee stock option or
grant or similar equity plan or 401(k) plans of such Borrower for the benefit
of its employees, directors and


 


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consultants, provided,
that, in no event shall such Borrower be required to issue, or shall
such Borrower issue, Capital Stock pursuant to such stock plans or 401(k) plans
which would result in a Change of Control or other Event of Default,


 


(vi)          sales or other dispositions by any Borrower
of assets in connection with the closing or sale of a retail store location of
such Borrower in the ordinary course of such Borrower’s business which consist
of leasehold interests in the premises of such store, the Equipment and
fixtures located at such premises and the books and records relating
exclusively and directly to the operations of such store; provided, that,
as to each and all such sales and closings, on the date of, and after giving
effect to, any such closing or sale, (A) the number of retail store locations
closed or sold by all Borrowers in any fiscal year minus the number of retail
stores opened by all Borrowers in such fiscal year, shall not exceed the amount
equal to seven and one-half percent (7.5%) of the number of retail store locations
of all Borrower as of the end of the immediately preceding fiscal year, (B)
Agent shall have received not less than ten (10) Business Days prior written
notice of such sale or closing, which notice shall set forth in reasonable
detail satisfactory to Agent, the parties to such sale or other disposition,
the assets to be sold or otherwise disposed of, the purchase price and the
manner of payment thereof and such other information with respect thereto as
Agent may request, (C) as of the date of such sale or other disposition and
after giving effect thereto, no Default or Event of Default shall exist or have
occurred and be continuing, (D) such sale shall be on commercially reasonable
prices and terms in a bona fide arm’s length transaction, and (E) any and all
proceeds payable or delivered to any Borrower in respect of such sale or other
disposition shall be paid or delivered, or caused to be paid or delivered, to
Agent in accordance with the terms of this Agreement (except to the extent such
proceeds reflect payment in respect of Indebtedness secured by a properly
perfected first priority security interest in the assets sold, in which case,
such proceeds shall be applied to such Indebtedness secured thereby),


 


(vii)         sales or transfers of assets between
Borrowers,


 


(viii)        sales or transfers of assets from an
Obligor to a Borrower so long as no Default or Event of Default would occur as
a result thereof, and


 


(ix)           sales or transfers of assets among
Obligors,


 


(c)           except as permitted in clause (a)
above, wind up, liquidate or dissolve;


 


(d)           agree to do any of the foregoing.


 


9.8           Encumbrances.  No Borrower shall, nor shall it permit any
of its Subsidiaries to, create, incur, assume or suffer to exist any security
interest, mortgage, pledge, lien, charge or other encumbrance of any nature
whatsoever on any of its assets or properties, including the Collateral, or
file or permit the filing of, or permit to remain in effect, any financing
statement or


 


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other
similar notice of any security interest or lien with respect to any such assets
or properties, except:


 


(a)           the security interests and liens of
Agent, for itself and the ratable benefit of the Lenders and the Bank Product
Providers;


 


(b)           liens securing the payment of taxes,
assessments or other governmental charges or levies either not yet overdue or
the validity of which are being contested in good faith by appropriate
proceedings diligently pursued and available to such Borrower or its
Subsidiary, as the case may be, and with respect to which adequate reserves
have been set aside on its books;


 


(c)           non-consensual statutory liens (other
than liens securing the payment of taxes) arising in the ordinary course of
such Borrower’s, or such Subsidiary’s, business to the extent: (i) such liens
secure Indebtedness which is not overdue or (ii) such liens secure Indebtedness
relating to claims or liabilities which are fully insured and being defended at
the sole cost and expense and at the sole risk of the insurer or being
contested in good faith by appropriate proceedings diligently pursued and
available to such Borrower, or such Subsidiary, in each case prior to the
commencement of foreclosure or other similar proceedings and with respect to
which adequate reserves have been set aside on its books;


 


(d)           zoning restrictions, easements,
licenses, covenants and other restrictions affecting the use of Real Property
which do not interfere in any material respect with the use of such Real
Property or ordinary conduct of the business of such Borrower, or such
Subsidiary, as presently conducted thereon or materially impair the value of
the Real Property which may be subject thereto;


 


(e)           purchase money security interests in
Equipment (including Capital Leases) to secure Indebtedness permitted under
Section 9.9(b) hereof;


 


(f)            pledges and deposits of cash by such
Borrower after the date of the Original Loan Agreement in the ordinary course
of business in connection with workers’ compensation, unemployment insurance
and other types of social security benefits consistent with the practices of
such Borrower as of the date of the Original Loan Agreement;


 


(g)           pledges and deposits of cash by such
Borrower after the date of the Original Loan Agreement to secure the
performance of tenders, bids, leases, trade contracts (other than for the
repayment of Indebtedness), statutory obligations and other similar obligations
in each case in the ordinary course of business consistent with the practices
of such Borrower as of the date of the Original Loan Agreement; provided,
that, in connection with any performance bonds issued by a surety or
other person, the issuer of such bond shall have waived in writing any rights
in or to, or other interest in, any of the Collateral in an agreement, in form
and substance satisfactory to Agent;


 


(h)           liens arising from (i) operating
leases and the precautionary UCC financing statement filings in respect thereof
and (ii) equipment or other materials which are not owned by a Borrower
located on the premises of such Borrower (but not in connection with, or as
part of, the financing thereof) from time to time in the ordinary course of
business and


 


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consistent
with current practices of such Borrower and the precautionary UCC financing
statement filings in respect thereof;


 


(i)            liens or rights of setoff or credit
balances of such Borrower with Credit Card Issuers, but not liens on or rights
of setoff against any other property or assets of such Borrower pursuant to the
Credit Card Agreements (as in effect on the date hereof) to secure the
obligations of such Borrower to the Credit Card Issuers as a result of fees and
chargebacks;


 


(j)            deposits of cash with the owner or
lessor of premises leased and operated by such Borrower in the ordinary course
of the business of such Borrower to secure the performance by such Borrower of
its obligations under the terms of the lease for such premises;


 


(k)           judgments and other similar liens
arising in connection with court proceedings that do not constitute an Event of
Default, provided, that, (i) such liens are being contested in
good faith and by appropriate proceedings diligently pursued, (ii) adequate
reserves or other appropriate provision, if any, as are required by GAAP have
been made therefor, (iii) a stay of enforcement of any such liens is in effect
and (iv) Agent may establish a Reserve with respect thereto; and


 


(l)            the security interests and liens set
forth on the Information Certificates.


 


9.9           Indebtedness.  No Borrower shall, nor shall it permit any
of its Subsidiaries to, incur, create, assume, become or be liable in any
manner with respect to, or permit to exist, any Indebtedness, or guarantee,
assume, endorse, or otherwise become responsible for (directly or indirectly),
the Indebtedness of any other Person, except:


 


(a)           the Obligations;


 


(b)           purchase money Indebtedness
(including Capital Leases) arising after the date of the Original Loan
Agreement to the extent secured by purchase money security interests in
Equipment (including Capital Leases) so long as such security interests do not
apply to any property of any Borrower, or any Subsidiary of a Borrower other
than the Equipment so acquired, and the Indebtedness secured thereby does not
exceed the cost of the Equipment so acquired, as the case may be;


 


(c)           unsecured Indebtedness of a Borrower
arising after the date of the Original Loan Agreement in an amount at any one
time outstanding not to exceed $10,000,000, in the aggregate for both
Borrowers, to any third person, provided, however, that the
foregoing amount may be increased by up to an additional $10,000,000 if such
Indebtedness is subject to an intercreditor agreement between such creditor and
Agent, in form and substance reasonably satisfactory to Agent and Ableco; provided,
further, that, if such Indebtedness is incurred while an Event of
Default has occurred and is continuing, each of the following conditions is
satisfied as determined by Agent: (i) such Indebtedness shall be on terms and
conditions acceptable to Agent and shall be subject and subordinate in right of
payment to the right of Agent and Lenders to receive the prior indefeasible
payment and satisfaction in full payment of all of the Obligations pursuant to
the terms of an intercreditor agreement between Agent and such third party, in
form and substance satisfactory to Agent, (ii) Agent shall have received not
less than ten (10) days prior written notice of the intention of such Borrower
to incur such Indebtedness,


 


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which
notice shall set forth in reasonable detail satisfactory to Agent the amount of
such Indebtedness, the person or persons to whom such Indebtedness will be
owed, the interest rate, the schedule of repayments and maturity date with respect
thereto and such other information as Agent may request with respect thereto, (iii)
Agent shall have received true, correct and complete copies of all agreements,
documents and instruments evidencing or otherwise related to such Indebtedness,
(iv) all of the proceeds of the loans or other accommodations giving rise to
such Indebtedness shall be paid to Agent for application to the Obligations in
such order and manner consistent with Section 6.4(a), or at Agent’s option, to
be held as cash collateral for the Obligations, (v) such Borrower shall
not, directly or indirectly, (A) amend, modify, alter or change the terms of
such Indebtedness or any agreement, document or instrument related thereto, except,
that, such Borrower may, after prior written notice to Agent, amend,
modify, alter or change the terms thereof so as to extend the maturity thereof,
or defer the timing of any payments in respect thereof, or to forgive or cancel
any portion of such Indebtedness (other than pursuant to payments thereof), or
to reduce the interest rate or any fees in connection therewith, or (B) redeem,
retire, defease, purchase or otherwise acquire such Indebtedness (except
pursuant to regularly scheduled payments permitted herein), or set aside or
otherwise deposit or invest any sums for such purpose, and (vi) such Borrower
shall furnish to Agent all notices or demands in connection with such
Indebtedness either received by such Borrower or on its behalf promptly after
the receipt thereof, or sent by such Borrower or on its behalf concurrently
with the sending thereof, as the case may be;


 


(d)           the issuance by Lerner, and the
guaranty thereof by Guarantors, of no more than $125,000,000 in senior
unsecured notes (the “Bond Debt”) so long as any indenture or other
documentation related to or governing the Bond Debt (the “Bond Debt
Documentation”) provides that:  (i)
no payments are required to be paid prior to the stated maturity date of the
Bond Debt other than (A) scheduled cash interest payments, interest on overdue
interest and not more than 2% per annum in additional interest in the event a
default arises in connection with a customary exchange offer or registration of
such notes under the Securities Act of 1933, (B) customary mandatory
prepayments out of asset sale proceeds that have not been used to purchase
replacement assets or prepay senior indebtedness (including the Obligations)
and customary change of control provisions and (C) any other payments terms
which Agent and Ableco have consented to in writing; (ii) the Bond Debt bears
interest at a rate no higher than the rate set forth in the Bond Debt Side
Letter; provided, that the obligors thereunder may pay interest on overdue
interest and payments (not to exceed 2% per annum) in connection with certain
defaults; (iii) the Bond Debt does not mature on or prior to the date that is
six months after the Term Loan Maturity Date; and (iv) no Default or Event of
Default exists at the time the Bond Debt is incurred or would occur as a result
thereof;


 


(e)           refinancing of the Indebtedness
referenced in the subsections (a), (b), (c) or (d) above so long as such
Indebtedness continues to comply with all provisions of such subsections (a),
(b), (c) or (d), as applicable, and the incurrence of such Indebtedness would
not otherwise cause a Default or Event of Default to occur;


 


(f)            unsecured Indebtedness arising under
or pursuant to any agreements entered into by a Borrower or a Subsidiary of a
Borrower, for non-speculative purposes, that provides for an interest rate,
credit, commodity or equity swap, cap, floor, collar, forward foreign exchange
transaction, currency swap, cross currency rate swap, currency option, or any


 


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combination
of, or option with respect to, these or similar transactions, for the purpose
of hedging such Person’s exposure to fluctuations in interest or exchange
rates, loan, credit exchange, security or currency valuations or commodity
prices;


 


(g)           Indebtedness arising in connection
with the Current Deferred Compensation Plan or any other reasonable deferred
compensation plan to officers, employees and directors for services rendered to
Borrowers in the ordinary course of business;


 


(h)           the Indebtedness set forth on Schedule
9.9(h) hereto or other Indebtedness of any Borrower to another Borrower or
Obligor or of any Obligor to a Borrower or another Obligor, in each case, so
long as (i) such Obligors are parties to the Intercompany Subordination
Agreement, (ii) such Indebtedness is unsecured and (iii) payments made by a
Borrower with respect to such Indebtedness are made on a non-cash basis by way
of a balance sheet adjustment; and


 


(i)            Indebtedness arising under or in
connection with the Acquisition Documents with regard to indemnities for or
guaranties of Sellers’ or its Affiliates obligations with respect to leased
property which is subleased to a Borrower or Obligor by such Person.


 


9.10         Prepayments
and Amendments; Loans, Investments, Etc.


 


(a)           No Borrower shall, nor permit any of
its Subsidiaries to, directly or indirectly, prepay, redeem, defease, purchase
or otherwise acquire: (i) the Obligations except in accordance with this
Agreement; (ii) the Bond Debt (whether by repayment or repurchase) unless: (A)
the Term Loan and all Obligations related thereto have been paid in full; (B)
Borrowers’ EBITDA for the twelve-month period most recently ended prior to such
payment is $55,000,000 or more; and (C) both before and after giving effect to
such payment, (1) no Default or Event of Default then exists or would occur and
(2) Excess Availability plus Qualified Cash is $40,000,000 or more and (iii)
any Indebtedness which has been subordinated to the Obligations except in
accordance with the terms of such subordination.


 


(b)           No Borrower shall, nor permit any of
its Subsidiaries to, directly or indirectly, make any loans or advance money or
property to any person, or invest in (by capital contribution, dividend or
otherwise) or purchase or repurchase the Capital Stock or Indebtedness or all
or a substantial part of the assets or property of any person, or form or
acquire any Subsidiaries, or agree to do any of the foregoing, except:


 


(i)            the endorsement of instruments for
collection or deposit in the ordinary course of business;


 


(ii)           investments in cash or Cash
Equivalents, provided, that, (i) no Revolving Loans are then
outstanding and (ii) the terms and conditions of Section 5.2 hereof shall
have been satisfied with respect to the deposit account, investment account or
other account in which such cash or Cash Equivalents are held;


 


(iii)          the equity investments of such
Borrower in its Subsidiaries existing as of the date hereof or otherwise
permitted to be made hereunder,


 


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provided,
that, such Borrower shall not have any further obligations or
liabilities to make any capital contributions or other additional investments
in or for the benefit of any of such Subsidiaries;


 


(iv)          loans and advances by such Borrower to
employees of such Borrower not to exceed the principal amount of $2,000,000 in
the aggregate for all Borrowers at any time outstanding for:  (i) reasonably and necessary work-related
travel or other ordinary business expenses to be incurred by such employee in
connection with their work for such Borrower and (ii) reasonable and
necessary relocation expenses of such employees (including home mortgage
financing for relocated employees);


 


(v)           stock or obligations issued to such
Borrower by any Person (or the representative of such Person) in respect of
Indebtedness of such Person owing to such Borrower in connection with the
insolvency, bankruptcy, receivership or reorganization of such Person or a
composition or readjustment of the debts of such Person; provided, that,
the original of any such stock or instrument evidencing such obligations shall
be promptly delivered to Agent, upon Agent’s request, together with such stock
power, assignment or endorsement by such Borrower as Agent may request;


 


(vi)          obligations of account debtors to such
Borrower arising from Accounts which are past due evidenced by a promissory
note made by such account debtor payable to such Borrower; provided, that,
promptly upon the receipt of the original of any such promissory note by such
Borrower, such promissory note shall be endorsed to the order of Agent by such
Borrower and promptly delivered to Agent as so endorsed;


 


(vii)         the loans and advances set forth on Schedule
9.10 hereto; provided, that, as to such loans and advances, (i)
such Borrower shall not, directly or indirectly, amend, modify, alter or change
the terms of such loans and advances or any agreement, document or instrument
related thereto and (ii) such Borrower shall furnish to Agent all notices or
demands in connection with such loans and advances either received by such
Borrower or on its behalf, promptly after the receipt thereof, or sent by such
Borrower or on its behalf, concurrently with the sending thereof, as the case
may be;


 


(viii)        investments made by such Borrower in
connection with the purchase of assets or Capital Stock of a Person engaged in
substantially the same or a related business as such Borrower in an amount not
to exceed $10,000,000 in the aggregate for all Borrowers, so long as (A) no
Event of Default has occurred and is continuing, (B) Borrowers have Excess Availability
of at least $15,000,000 after giving effect to such investment, and (C) such
Person shall have executed and delivered a Guaranty to Agent, for itself and
the ratable benefit of the Lenders and the Bank Product Providers, and the
assets of such Person shall not be included in the calculation of the Borrowing
Base; provided, however, that Borrowers may make additional
investments as provided herein in an amount not


 


91

















 


to exceed
$20,000,000 in the aggregate for all Borrowers so long as (A) no Event of
Default has occurred and is continuing, (B) Borrowers have Excess Availability
plus Qualified Cash of at least $40,000,000 after giving effect to such
investment, and (C) such Person shall have executed and delivered a Guaranty to
Agent, for itself and the ratable benefit of the Lenders and the Bank Product
Providers, and the assets of such Person shall not be included in the
calculation of the Borrowing Base; and


 


(ix)           loans or advances from (A) one Borrower
to another, (B) from an Obligor to a Borrower or another Obligor so long as
such Obligors are parties to the Intercompany Subordination Agreement, or (C)
from any Borrower to any Obligor so long as (1) such loans or advances are made
on a non-cash basis as balance sheet entries and (2) such Obligor is a party to
the Intercompany Subordination Agreement.


 


9.11         Dividends
and Redemptions.  No Borrower
shall, directly or indirectly, declare or pay any dividends on account of any
shares of class of any Capital Stock of such Borrower now or hereafter
outstanding, or set aside or otherwise deposit or invest any sums for such
purpose, or redeem, retire, defease, purchase or otherwise acquire any shares
of any class of Capital Stock (or set aside or otherwise deposit or invest any
sums for such purpose) for any consideration or apply or set apart any sum, or
make any other distribution (by reduction of capital or otherwise) in respect
of any such shares or agree to do any of the foregoing, except  that:


 


(a)           any Borrower may declare and pay such
dividends or redeem, retire, defease, purchase or otherwise acquire any shares
of any class of Capital Stock for consideration in the form of shares of common
stock (so long as after giving effect thereto no Change of Control or other
Default or Event of Default shall exist or occur);


 


(b)           any Borrower may pay dividends to any
other Borrower and any Obligor may pay dividends to any Borrower;


 


(c)           Borrowers may pay (directly or
indirectly) dividends to NY&Co to the extent required to permit NY&Co
to repurchase Capital Stock consisting of common stock held by employees
pursuant to any employee stock ownership plan thereof upon the termination,
retirement or death of any such employee in accordance with the provisions of
such plan, provided, that, as to any such repurchase, each of the
following conditions is satisfied: (A) as of the date of the payment for such
repurchase and after giving effect thereto, no Default or Event of Default
shall exist or have occurred and be continuing, (B) such repurchase shall
be paid with funds legally available therefor, (C) such repurchase shall not
violate any law or regulation or the terms of any indenture, agreement or
undertaking to which Lerner is a party or by which Lerner or its properties are
bound, and (D) the amount of all payments for such repurchases in any calendar
year shall not exceed $5,000,000 in the aggregate for both Borrowers; provided,
however, that the foregoing amount may be increased by an additional
amount not to exceed $10,000,000 if Borrowers have Excess Availability plus
Qualified Cash of at least $40,000,000 after giving effect to such payments;


 


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(d)           Borrowers may pay dividends (directly
or indirectly) to NY&Co for annual management fees and cost reimbursement
payable to Bear Stearns Merchant Manager II, LLC, pursuant to the terms of the
Advisory Services Agreement dated as of November 27, 2002, as in effect on the
date of the Original Loan Agreement, so long as (i) no Event of Default has
occurred and is continuing or would result therefrom and (ii) such fees shall
be in an aggregate annual amount of up to the greater of $750,000 or two and
one-half percent (2.5%) of the EBITDA for the fiscal year to which such fees
relate;


 


(e)           Borrowers may pay dividends (directly
or indirectly) to NY&Co in an aggregate amount not to exceed $10,000,000
for investments made by NY&Co in connection with the purchase of assets or
Capital Stock of a Person engaged in a business activity similar to or related
to the business of Borrowers, so long as (i) no Event of Default has occurred
and is continuing or would result therefrom, (ii) Borrowers have Excess
Availability plus Qualified Cash of at least $40,000,000 after giving effect to
such payment of dividend and (iii) Borrowers’ trailing Average Excess
Availability plus Qualified Cash for the fiscal quarter preceding the date of
any such investment is greater than $40,000,000;


 


(f)            Borrowers may pay dividends
(directly or indirectly) to NY&Co, or any other corporation that is the
parent of any affiliated, consolidated, combined or unitary group of
corporations of which Borrowers are members, in an amount equal to the sum of
(i) the federal, state and local income tax liability of such group that is
attributable to Borrowers and their respective Subsidiaries and (ii) amounts
owed by NY&Co to the independent trade creditors, service providers,
employees and independent directors of NY&Co (other than Bear Stearns
Merchant Manager II, LLC), for the services or goods (of the types set forth on
Schedule 9.11(f)) supplied by such independent trade creditors, service
providers, employees and independent directors which have conferred a direct
benefit to Borrowers and/or their respective Subsidiaries, plus an arms-length
cost plus fees (not to exceed one and three-quarters of one percent (1.75%) of
the amounts payable thereof) to NY&Co for its services rendered in
arranging and processing payments for those goods and services;


 


(g)           on the Closing Date, Borrowers may
pay a dividend (directly or indirectly) of no more than $85,000,000 to
NY&Co to the extent required, and actually so used, to repay in full the
Subordinated Note;


 


(h)           on the Closing Date, Borrowers may
pay a dividend (directly or indirectly) of no more than $20,000,000 to
NY&Co to the extent required, and actually so used, to repurchase the
Warrant;


 


(i)            Borrowers may pay dividends
(directly or indirectly) to NY&Co, of an amount not to exceed, in the
aggregate for all such dividends made pursuant to this Section 9.11(i) after
the Closing Date, of the lesser of (i) $150,000,000 minus all Retained Amounts
or (ii) (A) the sum of (1) the net cash proceeds of the Bond Debt received by
Borrowers plus (2) $25,000,000 minus (B) the sum of (1) all amounts paid
pursuant to Section 9.11(h) above plus (2) all Retained Amounts (as defined
below); in each case so long as (X) no Default or Event of Default then exists
or would occur after giving effect to such dividend and (Y) the Bond Debt was
incurred in conformity with the provisions of this Agreement; provided, however,
if the Borrowers elect to retain any portion of the proceeds of the Bond Debt
and not dividend such


 


93

















 


amount
to NY&Co pursuant to this Section 9.11(i), the Borrowers shall give to
Agent a written notice of such intention, which notice shall state the amount
of such proceeds to be retained by Borrowers (each a “Retained Amount”)
and be irrevocable when given (each a “Notice of Retention”); and


 


(j)            Borrowers may pay dividends
(directly or indirectly) to NY&Co of an amount not to exceed, in the
aggregate for any one fiscal year of the Borrowers, 15% of Borrowers’ Net Income
for such fiscal year, in each case, so long as (i) no Default or Event of
Default then exists or would occur after giving effect to such dividend, (ii)
Excess Availability plus Qualified Cash during the 120 consecutive day period
immediately preceding such dividend equals or exceeds $40,000,000; (iii) an IPO
has occurred and (iv) the Term Loan and all Obligations related thereto have
been paid in full.


 


9.12         Transactions
with Affiliates.  No Borrower
shall, directly or indirectly:


 


(a)           except as provided in subsection (b)
below, purchase, acquire or lease any property from, or sell, transfer or lease
any property to, any officer, director or other Affiliate of a Borrower (other
than another Borrower), except in the ordinary course of and pursuant to the
reasonable requirements of Borrowers’ business (as the case may be) and upon
fair and reasonable terms no less favorable to such Borrower than such Borrower
would obtain in a comparable arm’s length transaction with an unaffiliated
person; or


 


(b)           make any payments (whether by
dividend, loan or otherwise) of management, consulting or other fees for
management or similar services, or of any Indebtedness owing to any officer,
employee, shareholder, director or any other Affiliate of any Borrower, except


 


(i)            reasonable current or deferred
compensation to officers, employees and directors for services rendered to
Borrowers in the ordinary course of business, and


 


(ii)           as permitted under Section 9.11
hereto (including any redemption, acquisition or distribution in respect of any
shares of Capital Stock or equity securities of NY&Co from the proceeds of
the dividends described in Section 9.11(i) or Section 9.11(j)).


 


9.13         Compliance
with ERISA.  Except as could not
reasonably be expected to have a Material Adverse Effect, each Borrower shall,
and shall with respect to any Pension Plan cause each of its ERISA Affiliates,
to:  (a) maintain each Plan in
compliance in all material respects with the applicable provisions of ERISA,
the Code and other Federal and State law; (b) cause each Plan which is
qualified under Section 401(a) of the Code to maintain such qualification; (c) not
terminate any Pension Plan so as to incur any material liability to the Pension
Benefit Guaranty Corporation; (d) not allow or suffer to exist any
non-exempt prohibited transaction which would be reasonably likely to subject
any Borrower or any ERISA Affiliate to a material tax or penalty or other
liability on prohibited transactions imposed under Section 4975 of the Code or
ERISA; (e) make all required contributions to any Pension Plan under
Section 302 of ERISA, Section 412 of the Code or the terms of such Pension
Plan; (f) not allow or suffer to


 


94

















 


exist
any accumulated funding deficiency, whether or not waived, with respect to any
Pension Plan; or (g) allow or suffer to exist any occurrence of a
reportable event or any other event or condition which presents a material risk
of termination by the Pension Benefit Guaranty Corporation of any Pension Plan
that is a single employer plan, which termination could result in any material
liability to any Borrower.


 


9.14         End
of Fiscal Years; Fiscal Quarters. 
Borrowers shall, for financial reporting purposes, cause their, and each
of their respective Subsidiaries’ (a) fiscal years to end on the Fiscal
Year-End of each year and (b) fiscal quarters to end on First Quarter-End,
Second Quarter-End, Third Quarter-End, and Fourth Quarter-End of each year.


 


9.15         Change in
Business.  No Borrower shall,
nor shall it permit its Subsidiaries to, engage in any business other than the
business of Lerner on the date of the Original Loan Agreement and any business
reasonably related, ancillary or complimentary to the business in which Lerner
was engaged as of the date of the Original Loan Agreement.


 


9.16         Limitation of Restrictions
Affecting Subsidiaries.  No
Borrower shall, directly or indirectly, create or otherwise cause or suffer to
exist any encumbrance or restriction which prohibits or limits the ability of
any Subsidiary of any Borrower to (a) pay dividends or make other
distributions or pay any Indebtedness owed to such Borrower or any of its
Subsidiaries; (b) make loans or advances to such Borrower or any of its
Subsidiaries, (c) transfer any of its properties or assets to such
Borrower or any of its Subsidiaries; or (d) create, incur, assume or
suffer to exist any lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, other than encumbrances and restrictions
arising under (i) applicable law, (ii) this Agreement, (iii) customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest of such Borrower or any of its Subsidiaries, (iv) customary
restrictions on dispositions of real property interests found in reciprocal
easement agreements of such Borrower or any of its Subsidiaries, (v) any
agreement relating to permitted Indebtedness incurred by a Subsidiary of such
Borrower prior to the date on which such Subsidiary was acquired by such Borrower
and outstanding on such acquisition date, and (vi) the extension or
continuation of contractual obligations in existence on the date of the
Original Loan Agreement; provided, that, any such encumbrances or
restrictions contained in such extension or continuation are no less favorable
to Agent and Lenders than those encumbrances and restrictions under or pursuant
to the contractual obligations so extended or continued.


 


9.17         Minimum
Excess Availability.  At all
times, Borrowers shall maintain Excess Availability of at least $7,500,000.


 


9.18         Financial
Covenants.


 


(a)           Prior to the repayment in full of the
Term Loan and all Obligations related thereto, in the event that as of the end
of any fiscal month of the Borrowers the average amount of Borrowers’ Excess
Availability plus Qualified Cash for such month is less than $40,000,000,
Borrowers shall be required to maintain their:


 


(i)            EBITDA in an amount of no less than
$55,000,000 when calculated on a 12-month trailing basis and measured as of the
end of such month;


 


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(ii)           Leverage Ratio at no greater than
2.75 to 1.0 when measured as of the end of such month; and


 


(iii)          Leverage Ratio (Funded) at no greater
than 1.875 to 1.0 when measured as of the end of such month.


 


(b)           In the event Borrowers’ Excess
Availability plus Qualified Cash is at any time less than $15,000,000,
Borrowers shall be required to maintain their EBITDA in an amount of no less
than $55,000,000 when calculated on a trailing 12-fiscal month basis and
measured as of the end of the fiscal month most recently ended.


 


9.19         License
Agreements.


 


(a)           Except as could not reasonably be
expected to have a Material Adverse Effect, each Borrower shall (i) promptly
and faithfully observe and perform all of the material terms, covenants,
conditions and provisions of the material License Agreements to which it is a
party to be observed and performed by it, at the times set forth therein, if
any, (ii) not do, permit, suffer or refrain from doing anything that could
reasonably be expected to result in a default under or breach of any of the
terms of any material License Agreement, (iii) not cancel, surrender,
modify, amend, waive or release any material License Agreement in any material
respect or any term, provision or right of the licensee thereunder in any
material respect, or consent to any of the foregoing; except, subject to
Section 9.19(b) below, a Borrower may cancel, surrender or release any material
License Agreement in the ordinary course of the business of such Borrower; provided,
that, such Borrower shall give Agent not less than thirty (30) days
prior written notice of its intention to so cancel, surrender and release any
such material License Agreement, (iv) give Agent prompt written notice of
any material License Agreement entered into by such Borrower after the date of
the Original Loan Agreement, together with a true, correct and complete copy
thereof and such other information with respect thereto as Agent may request
(subject to any obligation of confidentiality contained therein), (v) give
Agent prompt written notice of any notice of default sent to another party to a
material License Agreement by such Borrower of any material breach of any
obligation, or any default, by such party under any material License Agreement,
and deliver to Agent (promptly upon the receipt thereof by such Borrower in the
case of a notice to such Borrower and concurrently with the sending thereof in
the case of a notice from such Borrower) a copy of each notice of default and
every other notice and other communication received or delivered by such
Borrower in connection with any material License Agreement which relates to the
right of such Borrower to continue to use the property subject to such License
Agreement, and (vi) furnish to Agent, promptly upon the request of Agent,
such information and evidence as Agent may reasonably require from time to time
concerning the observance, performance and compliance by such Borrower or the
other party or parties thereto with the material terms, covenants or provisions
of any material License Agreement.


 


(b)           Each Borrower will either exercise
any option to renew or extend the term of each material License Agreement to
which it is a party in such manner as will cause the term of such material
License Agreement to be effectively renewed or extended for the period provided
by such option and give prompt written notice thereof to Agent or give Agent
prior written notice that such Borrower does not intend to renew or extend the
term of any such


 


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material
License Agreement, not less than sixty (60) days prior to the date of any such
non-renewal or expiration.  In the event
of the failure of any Borrower to extend or renew any material License
Agreement to which it is a party for reasons which are commercially
unreasonable, Agent shall have, and is hereby granted, the irrevocable right
and authority, at its option, to renew or extend the term of such material
License Agreement, whether in its own name and behalf, or in the name and
behalf of a designee or nominee of Agent or in the name and behalf of such
Borrower, as Agent shall determine at any time that an Event of Default shall
exist or have occurred and be continuing. 
Agent may, but shall not be required to, perform any or all of such
obligations of such Borrower under any of the License Agreements, including,
but not limited to, the payment of any or all sums due from such Borrower
thereunder, except for amount due to Obligors. 
Any sums so paid by Agent shall constitute part of the Obligations.


 


9.20         After
Acquired Real Property.  If any
Borrower or Guarantor hereafter acquires any Real Property, fixtures or any
other property, then if such Real Property, fixtures or other property at any
location (or series of adjacent, contiguous or related locations, and
regardless of the number of parcels) has a fair market value in an amount equal
to or greater than $3,000,000 (or if a Default or Event of Default exists, then
regardless of the fair market value of such assets), without limiting any other
rights of Agent or any Lender, or duties or obligations of any Borrower or
Guarantor, promptly upon Agent’s request, such Borrower or Guarantor shall
execute and deliver to Agent a mortgage, deed of trust or deed to secure debt,
as Agent may determine, in form and substance satisfactory to Agent and as to
any provisions relating to specific state laws satisfactory to Agent and in
form appropriate for recording in the real estate records of the jurisdiction
in which such Real Property or other property is located granting to Agent a
first and only lien and mortgage on and security interest in such Real
Property, fixtures or other property (except as such Borrower or Guarantor
would otherwise be permitted to incur hereunder or under its Guaranty, as
applicable, or as otherwise consented to in writing by Agent and Ableco) and
such other agreements, documents and instruments as Agent may reasonable
require in connection therewith. 
Notwithstanding any provisions to the contrary herein, no Borrower or
Guarantor shall be required to deliver to Agent a mortgage, deed of trust or
deed to secure debt if the Real Property to be secured thereby is a leasehold
interest, and the granting of such security interest is prohibited under the
lease and the landlord has withheld its consent to such security interest.  Except as provided in Section 9.8 hereof or
if Agent’s and Ableco’s prior written consent shall have been obtained, no
Borrower shall grant to any Person other than Agent a lien on or security
interest in the Real Property located on 466-472 53rd Street,
Brooklyn, New York.


 


9.21         Costs and
Expenses.  Borrowers shall pay
to Agent and Ableco on demand all costs, expenses, filing fees and taxes paid
or payable in connection with the preparation, negotiation, execution,
delivery, recording, administration, collection, liquidation, enforcement and
defense of the Obligations, Agent’s rights in the Collateral, this Agreement,
the other Financing Agreements and all other documents related hereto or
thereto, including any amendments, supplements or consents which may hereafter
be contemplated (whether or not executed) or entered into in respect hereof and
thereof, including:  (a) all costs and
expenses of filing or recording (including Uniform Commercial Code financing
statement filing taxes and fees, documentary taxes, intangibles taxes and
mortgage recording taxes and fees, if applicable); (b) costs and expenses
and fees for insurance premiums, appraisal fees and search fees, costs and
expenses of remitting Loan proceeds, collecting checks and other items of
payment, and


 


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establishing
and maintaining the Blocked Accounts, together with Agent’s customary charges
and fees with respect thereto; (c) charges, fees or expenses charged by any
bank or issuer in connection with the Letter of Credit Accommodations; (d)
costs and expenses of preserving and protecting the Collateral; (e) costs and
expenses paid or incurred in connection with obtaining payment of the
Obligations, enforcing the security interests and liens of Agent, selling or
otherwise realizing upon the Collateral, and otherwise enforcing the provisions
of this Agreement and the other Financing Agreements or defending any claims
made or threatened against Agent or any Lender arising out of the transactions
contemplated hereby and thereby (including preparations for and consultations
concerning any such matters); (f) all reasonable out-of-pocket expenses and
costs incurred by Agent during the course of periodic field examinations of the
Collateral and Borrowers’ operations, plus a per diem charge at the then
standard rate for Agent’s field examiners in the field and office (which rate
as of the date hereof is of $800 per person per day); provided, however,
that so long as no Event of Default has occurred and is continuing, and no
Compliance Triggering Event has occurred, Borrowers shall not be obligated to
reimburse the Agent for more than 3 field examinations of the Collateral in any
12 consecutive month period; and (g) the fees and disbursements of counsel
(including legal assistants) to Agent in connection with any of the foregoing.


 


9.22         Credit Card
Agreements.  Each Borrower shall (a)
observe and perform all material terms, covenants, conditions and provisions of
the Credit Card Agreements to be observed and performed by it at the times set
forth therein; (b) not do, permit, suffer or refrain from doing anything, as a
result of which there could be a default under or breach of any of the terms of
any of the Credit Card Agreements and at all times maintain in full force and
effect the Credit Card Agreements and not terminate, cancel, surrender, modify,
amend, waive or release any of the Credit Card Agreements, or consent to or
permit to occur any of the foregoing; except, that, any Borrower may terminate
or cancel any of the Credit Card Agreements in the ordinary course of the
business of such Borrower; provided, that, such Borrower shall
give Agent not less than ten (10) Business Days prior written notice of its
intention to so terminate or cancel any of the Credit Card Agreements; (c) not
enter into any new Credit Card Agreements with any new Credit Card Issuer
unless Agent shall have received not less than ten (10) Business Days prior
written notice of the intention of such Borrower to enter into such agreement
(together with such other information with respect thereto as Agent may
request) and such Borrower delivers, or causes to be delivered to Agent, a
Credit Card Acknowledgment in favor of Agent; (d) give Agent immediate written
notice of any Credit Card Agreement entered into by such Borrower after the
date of the Original Loan Agreement, together with a true, correct and complete
copy thereof and such other information with respect thereto as Agent may
reasonably request; (e) furnish to Agent, promptly upon the request of Agent,
such information and evidence as Agent may require from time to time concerning
the observance, performance and compliance by such Borrower or the other party
or parties thereto with the terms, covenants or provisions of the Credit Card
Agreements; and (f) not modify any instructions given by Agent to any Credit
Card Issuer or Credit Card Processor provided for in any Credit Card Acknowledgement
or otherwise direct the remittance of payments under any Credit Card Agreement
to any account other than the Blocked Account.


 


9.23         Further
Assurances.  At the request of
Agent at any time and from time to time, Borrowers shall, and shall cause
Guarantors to, at their expense, duly execute and deliver, or cause to be duly
executed and delivered, such further agreements, documents and instruments,


 


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and
do or cause to be done such further acts as may be necessary or proper to
evidence, perfect, maintain and enforce the security interests and the priority
thereof in the Collateral and to otherwise effectuate the provisions or
purposes of this Agreement or any of the other Financing Agreements.  Upon any Borrower’s request for a Loan or a
Letter of Credit Accommodation in accordance with the provisions of Section 6.5
hereof, Agent may request a certificate from an officer of each Borrower
representing that all conditions precedent to the making of Loans and providing
Letter of Credit Accommodations contained herein are satisfied.  In the event of such request by Agent, Agent
and Lenders may, at Agent’s option, cease to make any further Loans or provide
any further Letter of Credit Accommodations until Agent has received such
certificate and, in addition, Agent has determined that such conditions are
satisfied.


 


9.24         Private
Label Credit Cards.  In the
event an Event of Default has occurred and is continuing and upon Agent’s
written notice to Borrowers, Borrowers will cease to receive any In Store
Payments.  Upon an acceleration of the
Obligations following an Event of Default, Borrowers will cease to accept any
customer payments made through any Borrower’s private label credit cards.


 


9.25         Termination of Transition Services
Agreement.  Borrowers shall give
Agent written notice of the termination of the Transition Services Agreement
thirty (30) days prior to the date of such termination.


 


9.26         Cash
Collateral Account.  Upon the
establishment by Borrowers of the Cash Collateral Account, Borrowers shall:


 


(a)           continue to maintain such account at
their sole expense;


 


(b)           ensure that at all times the Cash
Collateral Account Control Agreement is in effect with respect to the Cash
Collateral Account;


 


(c)           not, without the prior written
consent of Agent, close or transfer the Cash Collateral Account or take any
other action with respect to the Cash Collateral Account that is not expressly
authorized by this Agreement;


 


(d)           provide to Agent, as and when
received by Borrowers, copies of all statements received by Borrowers with
respect to the Cash Collateral Account to the extent that the financial
institution or other person with whom such account is maintained has not
provided such statements directly to Agent;


 


(e)           in the event the available balance of
the Cash Collateral Account is at any time less than an amount sufficient to
support the advances then outstanding pursuant to Section 1.27(a)(i)(E) hereof,
immediately report such event to Agent and immediately, but in any event within
2 Business Days after receipt of written notice from Agent of such event,
deposit readily available funds to the Cash Collateral Account sufficient to
cause such balance to support the full amount of all advances then outstanding
pursuant to Section 1.27(a)(i)(E) hereof; and


 


(f)            not make any withdrawals or
transfers from the Cash Collateral Account without the prior written consent of
Agent, which consent shall not be unreasonably withheld to the extent that both
before and after giving effect to such withdrawal or transfer, (i) no Default
or


 


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Event
of Default then exists and (ii) the then outstanding balance of the Revolving
Loans made against the available balance of the Cash Collateral Account is
greater than or equal to 95% of the available balance of the Cash Collateral
Account.


 


9.27         Certain Collateral Access Agreements.  Notwithstanding the provisions of the
definition of Eligible Domestic In-Transit Inventory, Eligible In-Transit Inventory,
Eligible In-Transit LC Inventory or Eligible Landed Inventory requiring that a
Collateral Access Agreement be in place with regard to the Inventory (and
documents and instruments related thereto) in the possession or under the
control of Carmichael International Services, Inc., Exel Global Logistics and
Federal Express Corporation (the “Bailees”), subject to all other
provisions of this Agreement concerning Eligible Inventory, such Inventory
Bailees shall be considered Eligible Inventory so long as Agent receives a
Collateral Access Agreement, in form and substance satisfactory to Agent from
each of the Bailees within sixty (60) days after the date hereof.


 


SECTION
10.                               EVENTS OF DEFAULT AND REMEDIES


 


10.1         Events of
Default.  The occurrence or
existence of any one or more of the following events are referred to herein
individually as an “Event of Default”, and collectively as “Events of
Default”:


 


(a)           (i) Borrowers fail to pay any of the
Obligations within two (2) Business Days after the same becomes due and payable
or (ii) any Borrower fails to perform any of the covenants contained in
Sections 9.3, 9.4, 9.13, 9.14, 9.16, 9.20 and 9.22 of this Agreement and such
failure shall continue for fifteen (15) Business Days; provided, that,
such fifteen (15) Business Day period shall not apply in the case of: (A) any
failure to observe any such covenant which is not capable of being cured at all
or within such fifteen (15) Business Day period or which has been the subject
of a prior failure within a six (6) month period or (B) an intentional breach
by such Borrower of any such covenant or (iii) any Borrower fails to perform
any of the terms, covenants, conditions or provisions contained in this
Agreement or any of the other Financing Agreements other than those described
in Sections 10.1(a)(i) and 10.1(a)(ii) above;


 


(b)           any representation, warranty or
statement of fact made by any Borrower to Agent in this Agreement, the other
Financing Agreements or any other written agreement, schedule, confirmatory
assignment or otherwise shall when made or deemed made be false or misleading
in any material respect;


 


(c)           any Guarantor or Obligor revokes or
terminates, or purports to revoke or terminate, or fails to perform any of the
terms, covenants, conditions or provisions of any Guaranty or other guarantee,
endorsement or other agreement of such party in favor of Agent or any Lender;


 


(d)           any (i) judgment for the payment of
money is rendered against any Borrower or any Obligor in excess of $2,500,000
in any one case or in excess of $5,000,000 in the aggregate for both Borrowers
(to the extent not covered by insurance where the insurer has assumed
responsibility in writing for such judgment) and shall remain undischarged or
unvacated for a period in excess of thirty (30) days or execution shall at any
time not be effectively stayed, or any judgment other than for the payment of
money, or injunction, attachment, garnishment or


 


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execution
is rendered against any Borrower or any Obligor or any of the Collateral having
a value in excess of $2,500,000 or (ii) unless consented to by Ableco and
Agent, any settlement of a legal action or litigated claim
or controversy is made by any Borrower or any Obligor in an amount
in excess of $2,500,000 (to the extent not covered by insurance where the
insurer has assumed responsibility in writing for such settlement) if (A) any
portion of the Term Loan is outstanding and (B) after giving pro forma effect
to such payment as of the last day of the latest fiscal month ended prior to
the date of such payment, the Borrowers would have satisfied the covenants set
forth in Section 9.18(a) hereof for such prior fiscal month;


 


(e)           except as permitted by Section 9.7,
any Borrower or any Obligor dissolves or suspends or discontinues doing
business;


 


(f)            any Borrower or any Obligor makes an
assignment for the benefit of creditors, makes or sends notice of a bulk
transfer or calls a meeting of its creditors or principal creditors in
connection with a moratorium or adjustment of the Indebtedness due to them;


 


(g)           a case or proceeding under the
bankruptcy laws of the United States of America now or hereafter in effect or
under any insolvency, reorganization, receivership, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction now or hereafter
in effect (whether at law or in equity) is filed against any Borrower, any
Guarantor, any Obligor or all or any part of any such Person’s properties and
such petition or application is not dismissed within thirty (30) days after the
date of its filing or any Borrower, any Guarantor or any Obligor shall file any
answer admitting or not contesting such petition or application or indicates
its consent to, acquiescence in or approval of, any such action or proceeding
or the relief requested is granted sooner;


 


(h)           a case or proceeding under the
bankruptcy laws of the United States of America now or hereafter in effect or
under any insolvency, reorganization, receivership, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction now or hereafter
in effect (whether at a law or equity) is filed by any Borrower, any Guarantor
or any Obligor or for all or any part of its property;


 


(i)            any default by any Borrower or
Obligor under any Material Contract (other than a Credit Card Agreement) which
default continues beyond any cure period applicable thereto;


 


(j)            any Credit Card Issuer or Credit
Card Processor: (i) shall send notice to any Borrower that it is ceasing to
make or suspending payments to such Borrower of amounts due or to become due to
such Borrower or shall cease or suspend such payments, (ii) shall send notice
to any Borrower that it is terminating its arrangements with such Borrower or
such arrangements shall terminate as a result of any event of default under
such arrangements, except where (A) the loss of services by a Credit Card
Issuer or Credit Card Processor would not result in non-payment of amounts due
to any Borrower or could not reasonably be expected to cause a Material Adverse
Effect or (B) such Borrower shall have entered into arrangements with another
Credit Card Issuer or Credit Card Processor, as the case may be, within
forty-five (45) days after the date of any such notice, (iii) withholds payment
of amounts otherwise payable to any Borrower to fund a reserve account or
otherwise hold as collateral, or shall require any Borrower


 


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to
pay funds into a reserve account or for such Credit Card Issuer or Credit Card
Processor to otherwise hold as collateral, or any Borrower shall provide a
letter of credit, guarantee, indemnity or similar instrument to or in favor of
such Credit Card Issuer or Credit Card Processor such that in the aggregate all
of such funds in the reserve account, other amounts held as collateral and the
amount of such letters of credit, guarantees, indemnities or similar
instruments shall exceed an aggregate for both Borrowers of $5,000,000 at any
one time or (iv) debits or deducts any amounts from any deposit account of any
Borrower;


 


(k)           any material provision hereof or of
any of the other Financing Agreements shall for any reason cease to be valid,
binding and enforceable with respect to any party hereto or thereto (other than
Agent) in accordance with its terms, or any such party shall challenge the
enforceability hereof or thereof, or shall assert in writing, or take any
action or fail to take any action based on the assertion that any provision
hereof or of any of the other Financing Agreements has ceased to be or is
otherwise not valid, binding or enforceable in accordance with its terms, or
any security interest provided for herein or in any of the other Financing
Agreements shall cease to be a valid and perfected first priority security interest
in any of the Collateral purported to be subject thereto (except as otherwise
permitted herein or therein);


 


(l)            an ERISA Event shall occur which
results in or could reasonably be expected to result in liability of any
Borrower in an amount which could reasonably be expected to have a Material
Adverse Effect;


 


(m)          any Change of Control;


 


(n)           the indictment by any Governmental
Authority, or as Agent may reasonably and in good faith determine, the
threatened indictment by any Governmental Authority of any Borrower or any
Obligor of which such Borrower, such Obligor or Agent receives notice, in
either case, as to which there is a reasonable possibility of an adverse
determination, in the good faith determination of Agent, under any criminal
statute, or commencement or threatened commencement of criminal or civil
proceedings against any Borrower or any Obligor, pursuant to which statute or
proceedings the penalties or remedies sought or available include forfeiture of
(i) any of the Collateral having a value in excess of $2,500,000 or (ii) any
other property of any Borrower which is necessary or material to the conduct of
its business, and which indictment or proceeding, in the Agent’s reasonable
judgment, has had, or could reasonably be expected to have, a Material Adverse
Effect;


 


(o)           there shall be an event of default
under any of the other Financing Agreements;


 


(p)           any event occurs that gives rise to
an actual termination of the logistics and other Inventory handling services
being provided pursuant to the Transition Services Agreement as of the date
hereof and such services have not been adequately replaced by another service
provider or assumed by a Borrower or an Obligor; or


 


(q)           the occurrence of any event which
results in the mandatory redemption, repurchase or other prepayment by any
Borrower or Guarantor of the Bond Debt unless such


 


102

















 


redemption,
repurchase or prepayment is avoided by a payment being made to Agent for
application to the Obligations.


 


10.2         Remedies.


 


(a)           At any time an Event of Default
exists or has occurred and is continuing, Agent and Lenders shall have all
rights and remedies provided in this Agreement, the other Financing Agreements,
the UCC and other applicable law, all of which rights and remedies may be
exercised without notice to or consent by any Borrower or any Obligor, except
as such notice or consent is expressly provided for hereunder or required by
applicable law.  All rights, remedies
and powers granted to Agent and Lenders hereunder, under any of the other
Financing Agreements, the UCC or other applicable law, are cumulative, not
exclusive and enforceable, in Agent’s discretion, alternatively, successively,
or concurrently on any one or more occasions, and shall include, without
limitation, the right to apply to a court of equity for an injunction to
restrain a breach or threatened breach by any Borrower or any Obligor of this
Agreement or any of the other Financing Agreements.  Subject to Section 12 hereof, Agent may, and at the direction of
the Required Lenders shall, at any time or times, proceed directly against any
Borrower or any Obligor to collect the Obligations without prior recourse to
the Collateral.


 


(b)           Without limiting the foregoing, at
any time an Event of Default exists or has occurred and is continuing, Agent
may, in its discretion, and upon the direction of the Required Lenders, shall (i)
accelerate the payment of all Obligations and demand immediate payment thereof
to Agent, for itself and the ratable benefit of the Lenders and the Bank
Product Providers (provided, that, upon the occurrence of any
Event of Default described in Sections 10.1(g) and 10.1(h), all Obligations
shall automatically become immediately due and payable), (ii) make Reserves for
all sales, excise or similar taxes that are past due, (iii) with or without
judicial process or the aid or assistance of others, enter upon any premises on
or in which any of the Collateral may be located and take possession of the
Collateral or complete processing, manufacturing and repair of all or any
portion of the Collateral, (iv) require Borrowers or any Obligor, at Borrowers’
expense, to assemble and make available to Agent any part or all of the
Collateral at any place and time designated by Agent, (v) collect, foreclose,
receive, appropriate, setoff and realize upon any and all Collateral, (vi)
remove any or all of the Collateral from any premises on or in which the same
may be located for the purpose of effecting the sale, foreclosure or other
disposition thereof or for any other purpose, (vii) sell, lease, transfer,
assign, deliver or otherwise dispose of any and all Collateral (including
entering into contracts with respect thereto, public or private sales at any
exchange, broker’s board, at any office of Agent or elsewhere) at such prices
or terms as Agent may deem reasonable, for cash, upon credit or for future
delivery, with the Agent having the right to purchase the whole or any part of
the Collateral at any such public sale, all of the foregoing being free from
any right or equity of redemption of any Borrower or any Obligor, which right
or equity of redemption is hereby expressly waived and released by each
Borrower and Obligors and/or (viii) terminate this Agreement.  If any of the Collateral is sold or leased
by Agent upon credit terms or for future delivery, the Obligations shall not be
reduced as a result thereof until payment therefor is finally collected by
Agent.  If notice of disposition of
Collateral is required by law, ten (10) days prior notice by Agent to Borrowers
designating the time and place of any public sale or the time after which any
private sale or other intended disposition of Collateral is to be made, shall
be deemed to be reasonable notice thereof and Borrowers waive any other
notice.  In the event Agent


 


103

















 


institutes
an action to recover any Collateral or seeks recovery of any Collateral by way
of prejudgment remedy, Borrowers waive the posting of any bond which might otherwise
be required.  At any time an Event of
Default exists or has occurred and is continuing, upon Agent’s request,
Borrowers will either, as Agent shall specify, furnish cash collateral to the
issuer to be used to secure and fund Agent’s reimbursement obligations to the
issuer in connection with any Letter of Credit Accommodations or furnish cash
collateral to Agent for the Letter of Credit Accommodations.  Such cash collateral shall be in the amount
equal to one hundred ten percent (110%) of the amount of the Letter of Credit
Accommodations plus the amount of any fees and expenses payable in connection
therewith through the end of the latest expiration date of such Letter of
Credit Accommodations.


 


(c)           At any time or times that an Event of
Default exists or has occurred and is continuing, Agent may, in its discretion,
and upon the direction of the Required Lenders, Agent shall, enforce the rights
of any Borrower or any Obligor against any account debtor, secondary obligor or
other obligor in respect of any of the Accounts or other Receivables.  Without limiting the generality of the
foregoing, Agent may, in its discretion, and upon the direction of the Required
Lenders, Agent shall, at such time or times (i) notify any or all account
debtors (including Credit Card Issuers and Credit Card Processors), secondary
obligors or other obligors in respect thereof that the Receivables have been
assigned to Agent and that Agent has a security interest therein and Agent may
direct any or all accounts debtors (including Credit Card Issuers and Credit
Card Processors), secondary obligors and other obligors to make payment of
Receivables directly to Agent, (ii) extend the time of payment of, compromise,
settle or adjust for cash, credit, return of merchandise or otherwise, and upon
any terms or conditions, any and all Receivables or other obligations included
in the Collateral and thereby discharge or release the account debtor or any
secondary obligors or other obligors in respect thereof without affecting any
of the Obligations, (iii) demand, collect or enforce payment of any Receivables
or such other obligations, but without any duty to do so, and Agent and Lenders
shall not be liable for any failure to collect or enforce the payment thereof
nor for the negligence of its agents or attorneys with respect thereto, and
(iv) take whatever other action Agent may deem necessary or desirable for the
protection of its interests and the interests of Lenders.  At any time that an Event of Default exists
or has occurred and is continuing, at Agent’s request, all invoices and
statements sent to any account debtor shall state that the Accounts and such
other obligations have been assigned to Agent and are payable directly and only
to Agent and Borrowers and Obligors shall deliver to Agent such originals of
documents evidencing the sale and delivery of goods or the performance of
services giving rise to any Accounts as Agent may require.  In the event any account debtor returns
Inventory when an Event of Default exists or has occurred and is continuing,
Borrowers shall, upon Agent’s request, hold the returned Inventory in trust for
Agent, segregate all returned Inventory from all of its other property, dispose
of the returned Inventory solely according to Agent’s instructions, and not issue
any credits, discounts or allowances with respect thereto without Agent’s prior
written consent.


 


(d)           (i)            Notwithstanding
anything to the contrary contained herein, Agent shall demand payment of the
Obligations and commence and pursue such other Enforcement Actions, in each
case as Agent in good faith deems appropriate, upon the expiration of any
Standstill Period; provided, that, (A) the applicable Specified
Default has not been waived, (B) in the good faith determination of Agent,
taking an Enforcement Action is permitted under the terms of this


 


104

















 


Agreement and/or
the other Financing Agreements and applicable law, (C) taking an Enforcement
Action would not result in any liability of Agent to any Borrower, any Obligor
or any other Person, (D) Agent shall be entitled to all of the benefits of
Section 12 hereof and (E) the Required Term Loan Lenders have not consented to
an extension of the Standstill Period.


 


(ii)           At any time on or after the earlier
of the date that any one or more of the following events has occurred: (A) the
maturity of all or any portion of the Obligations has been accelerated based on
an Event of Default under the Loan Documents; (B) any of the Obligations owing
to any Term Loan Lender shall not be paid in full when due and owing; or (C)
Agent has commenced any Enforcement Action with respect to Borrowers, any
Guarantor, any other Obligor, or any Collateral; then the Term Loan Lenders
shall have the right (but not the obligation) by giving a written notice (a “Buy-Out
Notice”) to Agent, for the benefit of the Revolving Loan Lenders, to
acquire on the date that is 5 Business Days after the date of Agent’s receipt
of such Buy-Out Notice, from the Revolving Loan Lenders all (but not less than
all) of the right, title, and interest of the Revolving Loan Lenders in and to
the Obligations, the Revolving Loan Commitments, and the Financing Agreements
(including without limitation, their interest in the Revolving Loan Credit
Facility).


 


(iii)          Upon the receipt by Agent of the
Buy-Out Notice, the Term Loan Lenders irrevocably shall be committed to
acquire, within 5 Business Days following such receipt, from the Revolving Loan
Lenders all (but not less than all) of the right, title, and interest of Revolving
Loan Lenders in and to the Obligations, the Revolving Loan Commitments, and the
Financing Agreements (including without limitation, their interest in the
Revolver Credit Facility) by paying to the Agent, for the benefit of the
Revolving Loan Lenders, in cash a purchase price (the “Purchase Price”)
equal to (subject to this Agreement) the sum of:


 


(A)          100% of the outstanding balance of
amounts due with respect to the Revolving Loans, including, without limitation,
principal, interest accrued and unpaid thereon, and any unpaid fees and
premiums (other than the Early Termination Fee; any entitlement to the Early
Termination Fee being only as set forth in subsection (vi) below), to the
extent earned or due and payable in accordance with the Financing Agreements;


 


(B)           any un-reimbursed obligations in
respect of Letter of Credit Accommodations owing to the Revolving Loan Lenders
(which may be satisfied by providing cash collateralization of the
reimbursement obligations in respect of undrawn Letters of Credit in an amount
equal to 110% of the undrawn face amounts thereof); and


 


(C)           all expenses of the Revolving Loan
Lenders to the extent earned or due and payable in accordance with the
Financing Agreements


 


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(including the
reimbursement of extraordinary expenses, financial examination expenses, and
appraisal fees).


 


(iv)          Upon payment of the Purchase Price,
the Revolving Loan Lenders shall assign to the Term Loan Lenders their right,
title, and interest with respect to the Obligations, the Revolving Loan
Commitments, and the Financing Agreements (the “Transferred Assets”),
which transfer shall be made without any representation, recourse, or warranty
whatsoever (except that each of the Revolving Loan Lenders shall warrant to the
Term Loan Lenders that (A) the amount quoted by the applicable Revolving Loan
Lender (as applicable) as its portion of the Purchase Price represents the
amount shown as due with respect to the Transferred Assets as reflected on its
books and records, (B) it owns, or has the right to transfer to the Term Loan
Lenders, the Transferred Assets, and (C) the Transferred Assets will be free
and clear of liens and adverse claims).


 


(v)           Anything contained in Section
10.2(d)(iii) to the contrary notwithstanding, in the event that (A) the Term
Loan Lenders receive the Early Termination Fee in cash, (B) all other
Obligations other than the Early Termination Fee are repaid in full, and (C)
the Agreement is terminated, in each case, within 90 days following the date on
which the Term Loan Lenders pay the Purchase Price pursuant to this Section
10.2(d), then the Term Loan Lenders shall pay a supplemental purchase price in
respect of the Purchased Assets under this Section 10.2(d) in an amount equal
to the portion of the Early Termination Fee to which the Revolving Loan Lenders
would have been entitled had the purchase under this Section 10.2(d) not
occurred.


 


(vi)          In the event that the Term Loan
Lenders elect to acquire all (but not less than all) of the Purchased Assets
pursuant to this Section 10.2(d): (A) the Agent shall have the right, but not
the obligation, to resign under Section 12.13 hereof, and (B) the Term Loan
Lenders shall have the right, but not the obligation, to require the Agent to
resign under Section 12.13 hereof; in each case, effective immediately upon the
receipt by the Agent of the Purchase Price.


 


(e)           Notwithstanding anything else to the
contrary contained in this Agreement, upon the failure of Borrowers to comply
with the covenants set forth in Section 9.18(a), (i) such event shall not
constitute a Default or Event of Default under this Agreement and (ii) Agent
shall not, and shall not be obligated to, issue a default notice with respect
to such Event of Default or otherwise exercise any rights or remedies under the
Financing Agreements with regard to such event unless, in the case of both (i)
and (ii) above, the Required Term Loan Lenders have not issued a written waiver
of their right to require that such event be designated an Event of Default
under this Agreement and any of the following occur: (x) the Required Term Loan
Lenders notify Agent and the Borrowers that such event is an Event of Default,
(y) Borrowers’ Excess Availability plus Qualified Cash shall thereafter be less
than $15,000,000, or (z) 60 days shall have elapsed since the date such event
occurred.


 


(f)            If Agent determines at any time that
any amount received by Agent must be returned to any Borrower or any Obligor or
paid to any other person pursuant to any


 


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insolvency
law or otherwise, then, notwithstanding any other term or condition of this
Agreement or any other Financing Agreement, Agent will not be required to
distribute any portion thereof to any Lender. 
In addition, each Lender will repay to Agent on demand any portion of
such amount that Agent has distributed to such Lender, together with interest
at such rate, if any, that Agent is required to pay to any Borrower or any
Obligor or such other person (without setoff, counterclaim or deduction of any
kind).


 


(g)           Anything in this Agreement, any
Financing Agreement or any other agreements or document related hereto to the
contrary notwithstanding, each Lender hereby agrees with each other Lender that
no Lender shall take any action (other than actions against Agent for violating
its obligations under this Agreement) to protect or enforce its rights arising
out of this Agreement or one or more Financing Agreements without first
obtaining the prior written consent of Agent, it being the intent of Lenders
that any such action to protect or enforce rights under this Agreement or one
or more Financing Agreements shall be taken in concert and at the direction or
with the consent of Agent.  Each Lender
agrees and acknowledges that Agent may exercise all rights and remedies
provided to Agent under, and in accordance with, the terms of the Financing
Agreements and applicable law (including, without limitation, with respect to
the liens granted to Agent).


 


(h)           To the extent that applicable law
imposes duties on Agent or any Lender to exercise remedies in a commercially
reasonable manner (which duties cannot be waived under such law), each Borrower
acknowledges and agrees that it is not commercially unreasonable for Agent or
any Lender (i) to fail to incur expenses reasonably deemed significant by Agent
or any Lender to prepare Collateral for disposition or otherwise to complete
raw material or work in process into finished goods or other finished products
for disposition, (ii) to fail to obtain third party consents for access to
Collateral to be disposed of, or to obtain or, if not required by other law, to
fail to obtain consents of any Governmental Authority or other third party for
the collection or disposition of Collateral to be collected or disposed of, (iii)
to fail to exercise collection remedies against account debtors, secondary
obligors or other persons obligated on Collateral or to remove liens or
encumbrances on or any adverse claims against Collateral, (iv) to exercise
collection remedies against account debtors and other persons obligated on
Collateral directly or through the use of collection agencies and other
collection specialists, (v) to advertise dispositions of Collateral through
publications or media of general circulation, whether or not the Collateral is
of a specialized nature, (vi) to contact other persons, whether or not in the
same business as Borrowers, for expressions of interest in acquiring all or any
portion of the Collateral, (vii) to hire one or more professional auctioneers
to assist in the disposition of Collateral, whether or not the collateral is of
a specialized nature, (viii) to dispose of Collateral by utilizing Internet
sites that provide for the auction of assets of the types included in the
Collateral or that have the reasonable capability of doing so, or that match
buyers and sellers of assets, (ix) to dispose of assets in wholesale rather
than retail markets, (x) to disclaim disposition warranties, (xi) to purchase
insurance or credit enhancements to insure Agent or Lenders against risks of
loss, collection or disposition of Collateral or to provide to Agent or Lenders
a guaranteed return from the collection or disposition of Collateral, or (xii)
to the extent deemed appropriate by Agent, to obtain the services of other
brokers, investment bankers, consultants and other professionals to assist
Agent in the collection or disposition of any of the Collateral.  Each Borrower acknowledges that the purpose
of this Section is to provide non-exhaustive indications of what actions or
omissions by Agent or any Lender would not be commercially


 


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unreasonable
in the exercise by Agent or any Lender of remedies against the Collateral and
that other actions or omissions by Agent or any Lender shall not be deemed
commercially unreasonable solely on account of not being indicated in this
Section.  Without limitation of the
foregoing, nothing contained in this Section shall be construed to grant any rights
to any Borrower or to impose any duties on Agent or Lenders that would not have
been granted or imposed by this Agreement or by applicable law in the absence
of this Section.


 


(i)            For the purpose of enabling Agent to
exercise the rights and remedies hereunder, each Borrower hereby grants to
Agent, to the extent assignable and to the extent that the same would not
conflict with or, under applicable law and the terms of such agreement, result
in the invalidity or breach of any agreements (other than any agreement between
any Borrower or any other Obligor) or otherwise result in the revocation,
infringement, unenforceability, misappropriation or dilution of any rights in
any Intellectual Property forming the subject thereof, an irrevocable,
non-exclusive license (exercisable upon the occurrence of and during the
continuation of an Event of Default) without payment of royalty or other
compensation to any Borrower or any other Obligor, to use, assign, license or
sublicense any of the trademarks, service-marks, trade names, business names,
trade styles, designs, logos and other source of business identifiers and other
Intellectual Property and general intangibles now owned or hereafter acquired
by such Borrower, wherever the same maybe located, including in such license
reasonable access to all media in which any of the licensed items may be
recorded or stored and to all computer programs used for the compilation or
printout thereof.


 


(j)            Agent may apply the cash proceeds of
Collateral actually received by Agent from any sale, lease, foreclosure or
other disposition of the Collateral to payment of the Obligations, in whole or
in part and in such order as Agent may elect, whether or not then due.  Borrowers and Obligors shall remain liable
to Agent and Lenders for the payment of any deficiency with interest at the
highest rate provided for herein and all costs and expenses of collection or
enforcement, including attorneys’ fees and expenses.


 


(k)           Without limiting the foregoing, upon
the occurrence of a Default or an Event of Default, (i) Agent and Lenders may,
at Agent’s option, and upon the occurrence of an Event of Default, at the
direction of the Required Lenders, Agent and Lenders shall, without notice, (A)
cease making Loans or arranging for Letter of Credit Accommodations or reduce
the lending formulas or amounts of Loans and Letter of Credit Accommodations
available to Borrowers and/or (B) terminate any provision of this Agreement
providing for any future Loans or Letter of Credit Accommodations to be made by
Agent and Lenders to Borrowers, and (ii) Agent may, at its option, establish
such Reserves as Agent determines without limitation or restriction,
notwithstanding anything to the contrary provided herein.


 


SECTION
11.                               JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS;
GOVERNING LAW.


 


11.1         Governing Law; Choice of Forum;
Service of Process; Jury Trial Waiver.


 


(a)           The validity, interpretation and
enforcement of this Agreement and the other Financing Agreements and any
dispute arising out of the relationship between the parties hereto, whether in
contract, tort, equity or otherwise, shall be governed by the internal laws of


 


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the
State of New York but excluding any principles of conflicts of law or other
rule of law that would cause the application of the law of any jurisdiction
other than the laws of the State of New York.


 


(b)           Borrowers, Agent and Lenders
irrevocably consent and submit to the non-exclusive jurisdiction of the State
of New York and the State and Federal courts located in the Borough of
Manhattan, County of New York, State of New York, whichever Agent may elect, and waive any objection based on
venue or forum  non  conveniens with respect to any action
instituted therein arising under this Agreement or any of the other Financing
Agreements or in any way connected with or related or incidental to the
dealings of the parties hereto in respect of this Agreement or any of the other
Financing Agreements or the transactions related hereto or thereto, in each
case whether now existing or hereafter arising, and whether in contract, tort,
equity or otherwise, and agree that any dispute with respect to any such
matters shall be heard only in the courts described above (except that Agent
and Lenders shall have the right to bring any action or proceeding against any
Borrower or any Obligor or its or their property in the courts of any other
jurisdiction which Agent deems necessary or appropriate in order to realize on
the Collateral or to otherwise enforce its rights against any Borrower or any
Obligor or its or their property).


 


(c)           Each Borrower hereby waives personal
service of any and all process upon it and consents that all such service of
process may be made by certified mail (return receipt requested) directed to
its address set forth herein and service so made shall be deemed to be
completed five (5) days after the same shall have been so deposited in the U.S.
mails, or, at Agent’s option, by service upon such Borrower in any other manner
provided under the rules of any such courts. 
Within thirty (30) days after such service, such Borrower shall appear
in answer to such process, failing which such Borrower shall be deemed in
default and judgment may be entered by Agent against such Borrower for the
amount of the claim and other relief requested.


 


(d)           BORROWERS, AGENT AND LENDERS EACH
HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE
OF ACTION (i) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER
FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT,
EQUITY OR OTHERWISE.  BORROWERS, AGENT
AND LENDERS EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY
BORROWER, AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF
THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


(e)           Agent and Lenders shall not have any
liability to any Borrower or any Obligor (whether in tort, contract, equity or
otherwise) for losses suffered by such Borrower in connection with, arising out
of, or in any way related to the transactions or relationships


 


109

















 


contemplated
by this Agreement, or any act, omission or event occurring in connection
herewith, unless it is determined by a final and non-appealable judgment or
court order binding on Agent and such Lender, that the losses were the result
of acts or omissions constituting gross negligence or willful misconduct.  In any such litigation, Agent and Lenders
shall be entitled to the benefit of the rebuttable presumption that it acted in
good faith and with the exercise of ordinary care in the performance by it of
the terms of this Agreement.  Each
Borrower:  (i) certifies that neither
Agent, any Lender nor any representative, agent or attorney acting for or on
behalf of Agent or any Lender has represented, expressly or otherwise, that
Agent and Lenders would not, in the event of litigation, seek to enforce any of
the waivers provided for in this Agreement or any of the other Financing
Agreements and (ii) acknowledges that in entering into this Agreement and the
other Financing Agreements, Agent and Lenders are relying upon, among other
things, the waivers and certifications set forth in this Section 11.1 and
elsewhere herein and therein.


 


11.2         Waiver of
Notices.  Each Borrower hereby
expressly waives demand, presentment, protest and notice of protest and notice
of dishonor with respect to any and all instruments and chattel paper, included
in or evidencing any of the Obligations or the Collateral, and any and all
other demands and notices of any kind or nature whatsoever with respect to the
Obligations, the Collateral and this Agreement, except such as are expressly
provided for herein.  No notice to or
demand on any Borrower which Agent or any Lender may elect to give shall
entitle any Borrower to any other or further notice or demand in the same,
similar or other circumstances.


 


11.3         Amendments
and Waivers.


 


(a)           Neither this Agreement nor any other
Financing Agreement nor any terms hereof or thereof may be amended, waived,
discharged or terminated unless such amendment, waiver, discharge or
termination is in writing signed by Agent and the Required Lenders or at
Agent’s option, by Agent with the authorization of the Required Lenders, and as
to amendments to any of the Financing Agreements (other than with respect to
any provision of Section 12 hereof), by Borrowers; except, that:


 


(i)            without the prior written consent of
Agent and each Lender, no such amendment, waiver, discharge or termination
shall:


 


(A)          amend, modify or waive any of the
provisions of the introductory paragraph of Section 11.3(a) or any of the
provisions of this Section 11.3(a)(i);


 


(B)           reduce any percentage specified in
the definition of Required Lenders or amend, modify or waive any provision of
the definition of Pro Rata Share;


 


(C)           release any Collateral (except as
expressly required hereunder or under any of the other Financing Agreements or
applicable law and except as permitted under Section 12.11(b) hereof);


 


(D)          consent to the assignment or transfer
by any Borrower or any Obligor of any of their rights and obligations under
this Agreement;


 


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(E)           amend, modify or waive any of the
provisions of Section 6.4 or Section 10.2(d) hereof or the definitions of
Enforcement Action, Priority Event, Specified Default or Standstill Period;


 


(F)           increase (1) the advance rates set
forth in the definition of Borrowing Base, (2) the Revolving Loan Limit, (3)
the Maximum Credit or (4) the amount of Revolving Loans, Term Loans or Letter
of Credit Accommodations available to Borrowers at any time;


 


(G)           amend, modify or waive any of the
provisions of the definition of Borrowing Base or of any of the defined terms
referred to in the definition of Borrowing Base if the effect thereof increases
the amount of the Borrowing Base;


 


(H)          reduce the amount of Excess
Availability required in Section 4.2(d) or Section 9.17 hereof;


 


(I)            reduce the amount of Compliance
Excess Availability specified in the definition of Compliance Triggering Event;


 


(J)            amend, modify, or waive the
provisions of Sections 9.17 or 9.18 hereof, or any definition of any term
relating to the financial terms used in such Section, if such amendment,
modification or waiver makes the covenants contained therein less restrictive;
or


 


(K)          amend, modify or waive any provision
of the definitions of Compliance Excess Availability, Excess Availability or
Qualified Cash;


 


(ii)           without the prior written consent of
Agent and each Revolving Loan Lender directly affected thereby, no such
amendment, waiver, discharge or termination shall:


 


(A)          amend, modify or waive any of the
provisions of this Section 11.3(a)(ii);


 


(B)           reduce any percentage specified in
the definition of Required Revolving Loan Lenders;


 


(C)           reduce the Revolving Loan Interest
Rate or any fees or indemnities related to the Revolving Loans or Letter of
Credit Accommodations, amend, modify or waive the provisions of Section 14.1(b)
hereof or otherwise extend the time of payment of principal of the Revolving
Loans, extend the time of payment of interest or any fees related to the
Revolving Loans or reduce the principal amount of any Revolving Loans or Letter
of Credit Accommodations; or


 


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(D)          increase the total amount of Revolving
Loan Commitments or the Revolving Loan Commitment of any Revolving Loan Lender
over the amount thereof then in effect or provided hereunder;


 


(iii)          without the prior written consent of
Agent and all Term Loan Lenders directly affected thereby, no such amendment,
waiver, discharge or termination shall:


 


(A)          amend, modify or waive any of the provisions
of this Section 11.3(a)(iii);


 


(B)           reduce any percentage specified in
the definition of Required Term Loan Lenders;


 


(C)           reduce the Term Loan Interest Rate or
any fees or indemnities related to the Term Loan, extend the Term Loan Maturity
Date or otherwise extend the time of payment of principal of the Term Loan,
extend the time of payment of interest or any fees related to the Term Loan or
reduce the principal amount of the Term Loan;


 


(D)          increase the total amount of Term Loan
Commitments or the Term Loan Commitment of any Term Loan Lender over the amount
thereof then in effect or provided hereunder; or


 


(E)           to the extent such amendment,
modification or waiver relates to or affects Ableco or any Term Loan Lender,
amend modify or waive any of the provisions of Section 14.7(a); and


 


(iv)          in addition to any consents required
pursuant to any other portion of this Section 11.3(a), without the prior
written consent of Agent and the Required Term Loan Lenders, no such amendment,
waiver, discharge or termination shall:


 


(A)          amend, modify or waive any of the
provisions of this Section 11.3(a)(iv);


 


(B)           amend, modify or waive any of the
provisions of the definitions of Ableco, Approved Fund, Change of Control,
Eligible Transferee or Material Adverse Effect;


 


(C)           amend, modify or waive any of the
provisions of Sections 2.3, 9.6, 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, 9.21, 10.1(a)
(to the extent such amendment, modification or waiver has the effect of waiving
any default, or shortening any time period after which an event will be deemed
an Event of Default, arising from the breach of any of the Sections references
in this clause (C)), 12.8, 12.11(a), 12.11(b) or 14.1 (to the extent such
amendment, modification or waiver relates to or affects the Term Loan) hereof;
or


 


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(D)          amend, modify or waive any of the
provisions of the Bond Debt Side Letter.


 


(b)           Notwithstanding anything to the
contrary contained in Section 11.3(a) above, Agent may, in its discretion and
without the consent of the Lenders, amend or otherwise modify the Borrowing
Base, the Reserves or any of their respective components which amendments or
modifications have the effect of increasing the Borrowing Base, decreasing the
Reserves or otherwise increasing the amounts available for borrowing hereunder
to the extent that such amendment or modification is made to restore the
Borrowing Base, Reserves or other components thereof if the reason for such
reduction or increase no longer exists, as determined by Agent.


 


(c)           Agent and Lenders shall not, by any
act, delay, omission or otherwise be deemed to have expressly or impliedly
waived any of its or their rights, powers and/or remedies unless such waiver
shall be in writing and signed as provided herein.  Any such waiver shall be enforceable only to the extent
specifically set forth therein.  A
waiver by Agent or any Lender of any right, power and/or remedy on any one
occasion shall not be construed as a bar to or waiver of any such right, power
and/or remedy which Agent or any Lender would otherwise have on any future
occasion, whether similar in kind or otherwise.


 


(d)           Notwithstanding anything to the
contrary contained in Section 11.3(a) above, in connection with any amendment,
waiver, discharge or termination, in the event that any Lender whose consent
thereto is required shall fail to consent or fail to consent in a timely manner
(such Lender being referred to herein as a “Non-Consenting Lender”), but
the consent of any other Lenders to such amendment, waiver, discharge or
termination that is required is obtained, if any, then Congress shall have the
right, but not the obligation, at any time thereafter, and upon the exercise by
Congress of such right, such Non-Consenting Lender shall have the obligation,
to sell, assign and transfer to Congress or such Eligible Transferee as
Congress may specify, the Total Commitment of such Non-Consenting Lender and
all rights and interests of such Non-Consenting Lender pursuant thereto.  Congress shall provide the Non-Consenting
Lender with prior written notice of its intent to exercise its right under this
Section, which notice shall specify on date on which such purchase and sale
shall occur.  Such purchase and sale
shall be pursuant to the terms of an Assignment and Acceptance (whether or not
executed by the Non-Consenting Lender), except that on the date of such
purchase and sale, Congress, or such Eligible Transferee specified by Congress,
shall pay to the Non-Consenting Lender the amount equal to: (i) the principal
balance of the Loans held by the Non-Consenting Lender outstanding as of the
close of business on the business day immediately preceding the effective date
of such purchase and sale, plus (ii) amounts accrued and unpaid in respect of
interest and fees payable to the Non-Consenting Lender to the effective date of
the purchase (but in no event shall the Non-Consenting Lender be deemed
entitled to any portion of the Early Termination Fee), minus (iii) if such
Non-Consenting Lender is a Revolving Loan Lender, the amount of any closing fee
received by such Non-Consenting Lender in connection with the Original Loan
Agreement and any closing, consent or amendment fee received by such
Non-Consenting Lender in connection with this Agreement, multiplied by the
fraction, the numerator of which is the number of months remaining, in the then
current term of the Revolving Loan Facility and the denominator of which is the
total number of months in the then current term of the Revolving Loan Facility.  Such purchase and sale shall be effective on
the date of the payment of such amount to the Non-


 


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Consenting
Lender and the Total Commitment of the Non-Consenting Lender shall terminate on
such date.


 


(e)           The consent of Agent shall be
required for any amendment, waiver or consent affecting the rights or duties of
Agent hereunder or under any of the other Financing Agreements, in addition to
the consent of the Lenders otherwise required by this Section and the exercise
by Agent of any of its rights hereunder with respect to Reserves, Eligible
Credit Card Receivables, Eligible Damaged Goods Vendors Receivables, Eligible
Sell-Off Vendors Receivables or Eligible Inventory shall not be deemed an
amendment to the advance rates provided for in this Section 11.3.


 


11.4         Waiver
of Counterclaims.  Each Borrower
waives all rights to interpose any claims, deductions, setoffs or counterclaims
of any nature (other then compulsory counterclaims) in any action or proceeding
with respect to this Agreement, the Obligations, the Collateral or any matter
arising therefrom or relating hereto or thereto.


 


11.5         Indemnification.  Each Borrower shall indemnify and hold Agent
and each Lender, and its officers, directors, agents, employees, advisors and
counsel and their respective Affiliates (each such person being an “Indemnitee”),
harmless from and against any and all losses, claims, damages, liabilities,
costs or expenses (including attorneys’ fees and expenses) imposed on, incurred
by or asserted against any of them in connection with any litigation,
investigation, claim or proceeding commenced or threatened related to the
negotiation, preparation, execution, delivery, enforcement, performance or
administration of this Agreement, any other Financing Agreements, or any
undertaking or proceeding related to any of the transactions contemplated
hereby or any act, omission, event or transaction related or attendant thereto,
including amounts paid in settlement, court costs, and the fees and expenses of
counsel except that no Borrower shall not have any obligation under this
Section 11.5 to indemnify an Indemnitee with respect to a matter covered hereby
resulting from the gross negligence or willful misconduct of such Indemnitee as
determined pursuant to a final, non-appealable order of a court of competent
jurisdiction (but without limiting the obligations of any Borrower as to any
other Indemnitee).  To the extent that
the undertaking to indemnify, pay and hold harmless set forth in this Section
may be unenforceable because it violates any law or public policy, Borrowers
shall pay the maximum portion which it is permitted to pay under applicable law
to Agent and Lenders in satisfaction of indemnified matters under this
Section.  To the extent permitted by
applicable law, no Borrower shall assert, and each Borrower hereby waives, any
claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any of the other Financing Agreements or any undertaking or transaction
contemplated hereby.  All amounts due
under this Section shall be payable upon demand. The foregoing indemnity shall
survive the payment of the Obligations and the termination or non-renewal of
this Agreement.


 


SECTION
12.                               THE AGENT


 


12.1         Appointment,
Powers and Immunities.  Each Lender
irrevocably designates, appoints and authorizes Congress to act as Agent
hereunder and under the other Financing Agreements with such powers as are
specifically delegated to Agent by the terms of this


 


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Agreement
and of the other Financing Agreements, together with such other powers as are
reasonably incidental thereto.  Agent (a)
shall have no duties or responsibilities except those expressly set forth in
this Agreement and in the other Financing Agreements, and shall not by reason
of this Agreement or any other Financing Agreement be a trustee or fiduciary
for any Lender; (b) shall not be responsible to Lenders for any recitals,
statements, representations or warranties contained in this Agreement or in any
of the other Financing Agreements, or in any certificate or other document
referred to or provided for in, or received by any of them under, this
Agreement or any other Financing Agreement, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Financing Agreement or any other document referred to or provided for
herein or therein or for any failure by any Borrower or any Obligor or any
other Person to perform any of its obligations hereunder or thereunder; and (c)
shall not be responsible to Lenders for any action taken or omitted to be taken
by it hereunder or under any other Financing Agreement or under any other
document or instrument referred to or provided for herein or therein or in
connection herewith or therewith, except for its own gross negligence or
willful misconduct as determined by a final non-appealable judgment of a court
of competent jurisdiction.  Agent may
employ agents and attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith.  Agent may deem and treat
the payee of any note as the holder thereof for all purposes hereof unless and
until the assignment thereof pursuant to an agreement (if and to the extent
permitted herein) in form and substance satisfactory to Agent shall have been
delivered to and acknowledged by Agent.


 


12.2         Reliance by
Agent.  Agent shall be entitled
to rely upon any certification, notice or other communication (including any
thereof by telephone, telecopy, telex, telegram or cable) believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by Agent.  As to any matters not expressly provided for
by this Agreement or any other Financing Agreement, Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder or
thereunder in accordance with instructions given by the Required Lenders or all
of Lenders as is required in such circumstance, and such instructions of such
Agents and any action taken or failure to act pursuant thereto shall be binding
on all Lenders.


 


12.3         Events of
Default.


 


(a)           Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default or an Event of Default or
other failure of a condition precedent to the Loans and Letter of Credit
Accommodations hereunder, unless and until Agent has received written notice
from a Lender, or a Borrower specifying such Event of Default or any
unfulfilled condition precedent, and stating that such notice is a “Notice of
Default or Failure of Condition” (each a “Notice of Default or Failure of
Condition”).  In the event that
Agent receives such a Notice of Default or Failure of Condition, Agent shall
give prompt notice thereof to the Lenders. 
Agent shall (subject to Section 12.7) take such action with respect to
any such Event of Default or failure of condition precedent as shall be
directed by the Required Lenders; provided, that, unless and
until Agent shall have received such directions, Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to or by reason of such Event of Default or failure of condition
precedent, as it shall deem advisable in the best interest of


 


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Lenders.  Without limiting the foregoing, and
notwithstanding the existence or occurrence and continuance of an Event of
Default or any other failure to satisfy any of the conditions precedent set
forth in Section 4 of this Agreement to the contrary, subject to the
limitations set forth in Section 12.8, Agent may, but shall have no
obligation to, make Loans and issue or cause to be issued Letter of Credit
Accommodations for the ratable account and risk of Lenders from time to time if
Agent reasonably and in good faith believes making such Loans or issuing or
causing to be issued such Letter of Credit Accommodations is in the best
interest of Lenders.


 


(b)           Except with the prior written consent
of Agent, no Lender may assert or exercise any enforcement right or remedy in
respect of the Loans, Letter of Credit Accommodations or other Obligations, as
against any Borrower or any Obligor or any of the Collateral or other property
of any Borrower or any Obligor.


 


12.4         Congress in its Individual Capacity.  With respect to its Total Commitment and the
Loans made and Letter of Credit Accommodations issued or caused to be issued by
it (and any successor acting as Agent), so long as Congress shall be a Lender
hereunder, it shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not acting as Agent, and the
term “Lender” or “Lenders” shall, unless the context otherwise indicates,
include Congress in its individual capacity as Lender hereunder.  Congress (and any successor acting as Agent)
and its Affiliates may (without having to account therefor to any Lender) lend
money to, make investments in and generally engage in any kind of business with
any Borrower (and any of its Subsidiaries or Affiliates) as if it were not
acting as Agent, and Congress and its Affiliates may accept fees and other
consideration from any Borrower or any Obligor and any of its Subsidiaries and
Affiliates for services in connection with this Agreement or otherwise without
having to account for the same to Lenders.


 


12.5         Indemnification.  Lenders agree to indemnify Agent (to the
extent not reimbursed by Borrowers hereunder and without limiting any
obligations of Borrowers hereunder) ratably, in accordance with their Pro Rata
Shares, for any and all claims of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against Agent arising out of or by reason
of any investigation in or in any way relating to or arising out of this
Agreement or any other Financing Agreement or any other documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby (including the costs and expenses that Agent is obligated to pay
hereunder) or the enforcement of any of the terms hereof or thereof or of any
such other documents, provided, that, no Lender shall be liable
for any of the foregoing to the extent it arises from the gross negligence or
willful misconduct of the party to be indemnified as determined by a final
non-appealable judgment of a court of competent jurisdiction.  The foregoing indemnity shall survive the
payment of the Obligations and the termination or non-renewal of this
Agreement.


 


12.6         Non-Reliance on Agent and Other
Lenders.  Each Lender agrees
that it has, independently and without reliance on Agent or other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of Borrowers and Obligors and has made its own decision to
enter into this Agreement and that it will, independently and without reliance
upon Agent or any other Lender, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under this Agreement or any of the
other


 


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Financing
Agreements.  Agent shall not be required
to keep itself informed as to the performance or observance by Borrowers or
Obligors of any term or provision of this Agreement or any of the other
Financing Agreements or any other document referred to or provided for herein
or therein or to inspect the properties or books of any Borrower or any
Obligor.  Agent will use reasonable
efforts to provide Lenders with any information received by Agent from any
Borrower or any Obligor which is required to be provided to Lenders or which is
deemed to be requested by Lenders hereunder and with a copy of any Notice of
Default or Failure of Condition received by Agent from any Borrower or any
Lender; provided, that, Agent shall not be liable to any Lender
for any failure to do so, except to the extent that such failure is
attributable to Agent’s own gross negligence or willful misconduct as
determined by a final non-appealable judgment of a court of competent
jurisdiction.  Except for notices,
reports and other documents expressly required to be furnished to Lenders by
Agent hereunder, Agent shall not have any duty or responsibility to provide any
Lender with any other credit or other information concerning the affairs,
financial condition or business of any Borrower or any Obligor that may come
into the possession of Agent.


 


12.7         Failure to Act.  Except for action expressly required of
Agent hereunder and under the other Financing Agreements, Agent shall in all
cases be fully justified in failing or refusing to act hereunder and thereunder
unless it shall receive further assurances to its satisfaction from Lenders of
their indemnification obligations under Section 12.5 hereof against any
and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.


 


12.8         Additional
Revolving Loans.  Agent shall
not make any Revolving Loans or provide any Letter of Credit Accommodations to
Borrowers on behalf of Lenders intentionally and with actual knowledge that
such Revolving Loans or Letter of Credit Accommodations would cause the
aggregate amount of the total outstanding Revolving Loans and Letter of Credit
Accommodations to Borrowers to exceed the Borrowing Base, without the prior
consent of all Lenders, provided, that notwithstanding any
provision to the contrary, Agent may make any such additional Revolving Loan or
Letter of Credit Accommodation so long as: 
(a) the total principal amount of such additional Revolving Loans or
such additional Letter of Credit Accommodations together with the principal
amount of Special Agent Advances made pursuant to Section 12.11, shall not
exceed the least of (i) $7,500,000, (ii) sum of (x) the amount
which, when added to all other Revolving Loans, Letter of Credit Accommodations
and Special Agent Advances, would not cause the principal amount of all
outstanding Revolving Loans, Letter of Credit Accommodations and Special Agent
Advances to exceed the Borrowing Base and (y) if applicable, an amount
equal to any reduction, made with the consent of all Lenders, of the Excess
Availability required by Section 9.17, and (iii) the amount which
would not cause the total principal amount of all Revolving Loans, Letter of
Credit Accommodations and Special Agent Advances to exceed the Revolving Loan
Limit, and (b) no such additional Revolving Loans or Letter of Credit
Accommodations shall be outstanding more than ninety (90) days after the date
such additional Revolving Loan or Letter of Credit Accommodation is made or
issued (as the case may be), except as the Required Lenders may otherwise
agree.  Each Lender shall be obligated
to pay Agent the amount of its Pro Rata Share of any such additional Revolving
Loans or Letter of Credit Accommodations.


 


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12.9         Concerning the Collateral and the
Related Financing Agreements. 
Each Lender authorizes and directs Agent to enter into this Agreement
and the other Financing Agreements. 
Each Lender agrees that any action taken by Agent or Required Lenders in
accordance with the terms of this Agreement or the other Financing Agreements
and the exercise by Agent or Required Lenders of their respective powers set
forth therein or herein, together with such other powers that are reasonably
incidental thereto, shall be binding upon all of the Lenders.


 


12.10       Field Audit,
Examination Reports and other Information; Disclaimer by Lenders.  By signing this Agreement, each Lender:


 


(a)           is deemed to have requested that
Agent furnish such Lender, promptly after it becomes available, a copy of each
field audit or examination report and a monthly or weekly Borrowing Base
Certificate, as the case may be, pursuant to Section 7.1(a)(vi), prepared by
Agent (each field audit or examination report and monthly or weekly report with
respect to the Borrowing Base being referred to herein as a “Report” and
collectively, “Reports”);


 


(b)           expressly agrees and acknowledges
that Agent (A) does not make any representation or warranty as to the
accuracy of any Report, or (B) shall not be liable for any information
contained in any Report;


 


(c)           expressly agrees and acknowledges
that the Reports are not comprehensive audits or examinations, that Agent or
any other party performing any audit or examination will inspect only specific
information regarding any Borrower and any Obligor and will rely significantly
upon such Borrower’s and Obligor’s books and records, as well as on
representations of such Borrower’s and Obligor’s personnel; and


 


(d)           agrees to keep all Reports
confidential and strictly for its internal use in accordance with the terms of
Section 14.5 hereof, and not to distribute or use any Report in any other
manner.


 


12.11       Collateral
Matters.


 


(a)           Subject to the limitations in Section
12.8, Agent may, at its option, from time to time, at any time on or after an
Event of Default and for so long as the same is continuing or upon any other
failure of a condition precedent to the Revolving Loans and Letter of Credit
Accommodations hereunder, make such disbursements and advances (“Special
Agent Advances”) which Agent, in its sole discretion, deems necessary or
desirable either (i) to preserve or protect the Collateral or any portion
thereof or (ii) to enhance the likelihood or maximize the amount of repayment
by Borrowers of the Loans and other Obligations, or (iii) to pay any other
amount chargeable to Borrowers or Obligors pursuant to the terms of this
Agreement or any of the other Financing Agreements consisting of (A) costs,
fees and expenses and (B) payments to any issuer of Letter of Credit
Accommodations.  Special Agent Advances
shall be repayable on demand and be secured by the Collateral.  Special Agent Advances shall not constitute
Revolving Loans but shall otherwise constitute Obligations hereunder.  Agent shall notify Lenders and Borrowers in
writing of each such Special Agent Advance, which notice shall include a
description of the purpose of such Special Agent Advance.  Without limitation of its obligations
pursuant to Section 6.10, each Lender agrees that it shall make available to
Agent,


 


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upon
Agent’s demand, in immediately available funds, the amount equal to such
Lender’s Pro Rata Share of each such Special Agent Advance.  If such funds are not made available to
Agent by such Lender, then such Lender shall be deemed a Defaulting Lender and
Agent shall be entitled to recover such funds, on demand from such Lender
together with interest thereon for each day from the date such payment was due
until the date such amount is paid to Agent at the Federal Funds Rate for each
day during such period (as published by the Federal Reserve Bank of New York or
at Agent’s option based on the arithmetic mean determined by Agent of the rates
for the last transaction in overnight Federal funds arranged prior to 9:00 a.m.
(New York City time) on that day by each of the three leading brokers of
Federal funds transactions in New York City selected by Agent) and if such
amounts are not paid within three (3) days of Agent’s demand, at the highest
Revolving Loan Interest Rate provided for in Section 3.1 hereof applicable to
Prime Rate Loans.


 


(b)           Lenders hereby irrevocably authorize
Agent, at its option and in its discretion to release any security interest in,
mortgage or lien upon, any of the Collateral (i) upon termination of all
of the Total Commitments of all Lenders and payment and satisfaction of all of
the Obligations and delivery of cash collateral to the extent required under
Section 14.1 below, or (ii) constituting property being sold or disposed
of if the applicable Borrower certifies to Agent that the sale or disposition
is made in compliance with Section 9.7 hereof (and Agent may rely conclusively
on any such certificate, without further inquiry), or (iii) constituting
property in which no Borrower or Obligor owned an interest at the time the
security interest, mortgage or lien was granted or at any time thereafter, or (iv)
having a value in the aggregate in any twelve (12) month period of less than
$1,000,000 or (v) if required or permitted under the terms of any of the
other Financing Agreements, including any intercreditor agreement, or (vi) if
approved, authorized or ratified in writing by all of Lenders.  Except as provided above, Agent will not
release any security interest in, mortgage or lien upon, any of the Collateral
without the prior written authorization of all of Lenders.  Upon request by Agent at any time, Lenders
will promptly confirm in writing Agent’s authority to release particular types
or items of Collateral pursuant to this Section.


 


(c)           Without any manner limiting Agent’s
authority to act without any specific or further authorization or consent by
the Required Lenders, each Lender agrees to confirm in writing, upon request by
Agent, the authority to release Collateral conferred upon Agent under this
Section.  Agent shall (and is hereby
irrevocably authorized by Lenders to) execute such documents as may be
necessary to evidence the release of the security interest, mortgage or liens
granted to Agent upon any Collateral to the extent set forth above; provided,
that, (i) Agent shall not be required to execute any such document
on terms which, in Agent’s opinion, would expose Agent to liability or create
any obligations or entail any consequence other than the release of such
security interest, mortgage or liens without recourse or warranty and (ii) such
release shall not in any manner discharge, affect or impair the Obligations or
any security interest, mortgage or lien upon (or obligations of any Borrower or
any Obligor in respect of) the Collateral retained by such Borrower or such
Obligor.


 


(d)           Agent shall have no obligation
whatsoever to any Lender or any other Person to investigate, confirm or assure
that the Collateral exists or is owned by any Borrower or any Obligor or is
cared for, protected or insured or has been encumbered, or that any particular
items of Collateral meet the eligibility criteria applicable in respect of the
Loans or Letter of


 


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Credit
Accommodations hereunder, or whether any particular reserves are appropriate,
or that the liens and security interests granted to Agent pursuant hereto or
any of the Financing Agreements or otherwise have been properly or sufficiently
or lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise at all or in any particular manner or under
any duty of care, disclosure or fidelity, or to continue exercising, any of the
rights, authorities and powers granted or available to Agent in this Agreement
or in any of the other Financing Agreements, it being understood and agreed
that in respect of the Collateral, or any act, omission or event related
thereto, Agent may act in any manner it may deem appropriate, in its
discretion, given Agent’s own interest in the Collateral as a Lender and that
Agent shall have no duty or liability whatsoever to any other Lender.


 


12.12       Agency for
Perfection.  Each Lender hereby
appoints Agent and each other Lender as agent and bailee for the purpose of
perfecting the security interests in and liens upon the Collateral of Agent in
assets which, in accordance with Article 9 of the UCC can be perfected only by
possession (or where the security interest of a secured party with possession
has priority over the security interest of another secured party) and Agent and
each Lender hereby acknowledges that it holds possession of any such Collateral
for the benefit of Agent, the other Lenders and the Bank Product Providers as
secured party.  Should any Lender obtain
possession of any such Collateral, such Lender shall notify Agent thereof, and,
promptly upon Agent’s request therefor shall deliver such Collateral to Agent
or in accordance with Agent’s instructions.


 


12.13       Successor Agent.


 


(a)           Resignation of Current Agent.  Agent may resign as Agent upon thirty (30)
days’ notice to Lenders and Borrowers. 
If Agent resigns under this Agreement, the Required Lenders shall appoint
from among the Lenders a successor agent for Lenders.  If no successor agent is appointed prior to the effective date of
the resignation of Agent, Agent may appoint, after consulting with Lenders and
Borrowers,  a successor agent from
among Lenders.  Upon the acceptance by
the Lender so selected of its appointment as successor agent hereunder, such
successor agent shall succeed to all of the rights, powers and duties of the
retiring Agent and the term “Agent” as used herein and in the other Financing Agreements
shall mean such successor agent and the retiring Agent’s appointment, powers
and duties as Agent shall be terminated. 
After any retiring Agent’s resignation hereunder as Agent, the
provisions of this Section 12 shall inure to its benefit as to any actions
taken or omitted by it while it was Agent under this Agreement.  If no successor agent has accepted
appointment as Agent by the date which is thirty (30) days after the date of a
retiring Agent’s notice of resignation, the retiring Agent’s resignation shall
nonetheless thereupon become effective and Lenders shall perform all of the
duties of Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above.


 


(b)           Upon Termination of Revolving Loan
Facility or Purchase of all Revolving Loan Commitments.  In the event that either (i) the Revolving
Loan Facility is terminated and all Obligations (other than the Term Loan and
any fees, interest or expenses solely related thereto) have been paid in full
or otherwise satisfied in accordance with the terms of this Agreement or (ii)
the Term Loan Lenders purchase all of the Revolving Loan Commitments in
accordance with Section 10.2(d) hereof, Ableco shall immediately succeed
(respectively) to the rights, duties and obligations of Agent and Documentation
Agent under this


 


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Agreement
and then current Agent and Documentation Agent shall be released from all of
their respective duties and obligations as Agent and Documentation Agent under
this Agreement.


 


SECTION
13.                               JOINT AND SEVERAL LIABILITY; SURETYSHIP WAIVERS.


 


13.1         Independent Obligations; Subrogation.  The Obligations of each Borrower hereunder
are joint and several.  To the maximum
extent permitted by law, each Borrower hereby waives any claim, right or remedy
which such Borrower now has or hereafter acquires against any other Borrower
that arises hereunder including, without limitation, any claim, remedy or right
of subrogation, reimbursement, exoneration, contribution, indemnification, or
participation in any claim, right or remedy of Agent or any Lender against any
Borrower or any Collateral which Agent or any Lender now has or hereafter
acquires, whether or not such claim, right or remedy arises in equity, under
contract, by statute, under common law or otherwise until the Obligations are
fully paid and finally discharged.  In
addition, each Borrower hereby waives any right to proceed against the other
Borrowers, now or hereafter, for contribution, indemnity, reimbursement, and
any other suretyship rights and claims, whether direct or indirect, liquidated
or contingent, whether arising under express or implied contract or by
operation of law, which any Borrower may now have or hereafter have as against
the other Borrowers with respect to the Obligations until the Obligations are
fully paid and finally discharged.  Each
Borrower also hereby waives any rights of recourse to or with respect to any
asset of the other Borrowers until the Obligations are fully paid and finally
discharged.


 


13.2         Authority to Modify Obligations and
Security.  Each Borrower
acknowledges that any action taken by Agent and/or Lenders in accordance with
the terms of this Agreement and applicable law to: (a) renew, extend,
accelerate, or otherwise change the time for payment of, or otherwise change
any other term or condition of, any document or agreement evidencing or
relating to any Obligations as such Obligations relate to the other Borrowers,
including, without limitation, to increase or decrease the rate of interest
thereon; (b) accept, substitute, waive, defease, increase, release, exchange or
otherwise alter any Collateral, in whole or in part, securing the other
Borrowers’ Obligations; (c) apply any and all such Collateral and direct the
order or manner of sale thereof as Agent and Lenders, in their sole discretion,
may determine; (d) deal with the other Borrowers as Agent or any Lender may
elect; (e) in Agent’s and Lenders’ sole discretion, settle, release on terms
satisfactory to them, or by operation of law or otherwise, compound,
compromise, collect or otherwise liquidate any of the other Borrowers’
Obligations and/or any of the Collateral in any manner, and bid and purchase
any of the collateral at any sale thereof; (f) apply any and all payments or
recoveries from the other Borrowers as Agent or Lenders, in their sole
discretion, may determine, whether or not such indebtedness relates to the
Obligations; all whether such Obligations are secured or unsecured or
guaranteed or not guaranteed by others; and (g) apply any sums realized from
Collateral furnished by the other Borrowers upon any of its indebtedness or
obligations to Agent or Lenders as they in their sole discretion, may
determine, whether or not such indebtedness relates to the Obligations; shall
not in any way diminish, release or discharge the liability of any Borrower
hereunder (except to the extent that the Obligations are in fact repaid as a
result of such action).


 


13.3         Waiver of
Defenses.  Upon an Event of
Default by any Borrower in respect of any Obligations, Agent and Lenders may,
at their option and without notice to any Borrower, proceed directly against
any Borrower to collect and recover the full amount of the liability


 


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hereunder,
or any portion thereof, and each Borrower waives any right to require Agent or
any Lender to: (a) proceed against the other Borrowers or any other person
whomsoever; (b) proceed against or exhaust any Collateral given to or held by
Agent or any Lender in connection with the Obligations; (c) give notice of the
terms, time and place of any public or private sale of any of the Collateral
except as otherwise provided herein; or (d) pursue any other remedy in Agent’s
or any Lender’s power whatsoever.  A
separate action or actions may be brought and prosecuted against any Borrower
whether or not action is brought against the other Borrowers and whether the
other Borrowers be joined in any such action or actions; and each Borrower
waives the benefit of any statute of limitations affecting the liability
hereunder or the enforcement hereof, and agrees that any payment of any
Obligations or other act which shall toll any statute of limitations applicable
thereto shall similarly operate to toll such statute of limitations applicable
to the liability hereunder.


 


13.4         Exercise of Agent’s and Lenders’
Rights.  Each Borrower hereby
authorizes and empowers Agent and Lenders in their sole discretion, without any
notice or demand to such Borrower whatsoever and without affecting the
liability of such Borrower hereunder, to exercise any right or remedy which
Agent or any Lender may have available to them against the other Borrowers.


 


13.5         Additional
Waivers.  Each Borrower waives
any defense arising by reason of any disability or other defense of the other
Borrowers or by reason of the cessation from any cause whatsoever of the
liability of the other Borrowers or by reason of any act or omission of Agent
or any Lender or others which directly or indirectly results in or aids the
discharge or release of the other Borrowers or any Obligations or any
Collateral by operation of law or otherwise. 
The Obligations shall be enforceable against each Borrower without
regard to the validity, regularity or enforceability of any of the Obligations
with respect to any of the other Borrowers or any of the documents related
thereto or any collateral security documents securing any of the
Obligations.  No exercise by Agent or
any Lender of, and no omission of Agent or any Lender to exercise, any power or
authority recognized herein and no impairment or suspension of any right or
remedy of Agent or any Lender against any Borrower or any Collateral shall in
any way suspend, discharge, release, exonerate or otherwise affect any of the
Obligations or any Collateral furnished by the Borrowers or give to the
Borrowers any right of recourse against Agent or any Lender.  Each Borrower specifically agrees that the
failure of Agent or any Lender: (a) to perfect any lien on or security interest
in any property heretofore or hereafter given any Borrower to secure payment of
the Obligations, or to record or file any document relating thereto or (b) to
file or enforce a claim against the estate (either in administration,
bankruptcy or other proceeding) of any Borrower shall not in any manner
whatsoever terminate, diminish, exonerate or otherwise affect the liability of
any Borrower hereunder.


 


13.6         Additional
Indebtedness .  Additional
Obligations may be created from time to time at the request of any Borrower and
without further authorization from or notice to any other Borrower even though
the borrowing Borrower’s financial condition may deteriorate since the date
hereof.  Each Borrower waives the right,
if any, to require Agent or any Lender to disclose to such Borrower any
information it may now have or hereafter acquire concerning the other
Borrowers’ character, credit, Collateral, financial condition or other
matters.  Each Borrower has established
adequate means to obtain from the other Borrowers, on a continuing basis,
financial and other information pertaining to such Borrower’s business and
affairs, and assumes the


 


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responsibility
for being and keeping informed of the financial and other conditions of the
other Borrowers and of all circumstances bearing upon the risk of nonpayment of
the Obligations which diligent inquiry would reveal.  Neither Agent nor any Lender need inquire into the powers of any
Borrower or the authority of any of their respective officers, directors,
partners or agents acting or purporting to act in their behalf, and any
Obligations created in reliance upon the purported exercise of such power or
authority is hereby guaranteed.  All
Obligations of each Borrower to Agent and Lenders heretofore, now or hereafter
created shall be deemed to have been granted at each Borrower’s special
insistence and request and in consideration of and in reliance upon this
Agreement.


 


13.7         Notices,
Demands, Etc.  Except as expressly
provided by this Agreement, neither Agent nor any Lender shall be under any
obligation whatsoever to make or give to any Borrower, and each Borrower hereby
waives diligence, all rights of setoff and counterclaim against Agent or any
Lender, all demands, presentments, protests, notices of protests, notices of
protests, notices of nonperformance, notices of dishonor, and all other notices
of every kind or nature, including notice of the existence, creation or
incurring of any new or additional Obligations.


 


13.8         Revival.  If any payments of money or transfers of
property made to Agent or any Lender by any Borrower should for any reason
subsequently be declared to be, or in Agent’s counsel’s good faith opinion be
determined to be, fraudulent (within the meaning of any state or federal law
relating to fraudulent conveyances), preferential or otherwise voidable or
recoverable in whole or in part for any reason (hereinafter collectively called
“voidable transfers”) under the Bankruptcy Code or any other federal or state
law and Agent or any Lender is required to repay or restore, or in Agent’s
counsel’s good faith opinion may be so liable to repay or restore, any such
voidable transfer, or the amount or any portion thereof, then as to any such
voidable transfer or the amount repaid or restored and all reasonable costs and
expenses (including reasonable attorneys’ fees) of Agent or any Lender related
thereto, such Borrower’s liability hereunder shall automatically be revived,
reinstated and restored and shall exist as though such voidable transfer had
never been made to Agent or such Lender.


 


13.9         Understanding
of Waivers .  Each Borrower
warrants and agrees that the waivers set forth in this Section 13 are made with
full knowledge of their significance and consequences.  If any of such waivers are determined to be
contrary to any applicable law or public policy, such waivers shall be
effective only to the maximum extent permitted by law.


 


SECTION
14.                               TERM; MISCELLANEOUS.


 


14.1         Term.


 


(a)           Subject to Section 14.1(b) hereof,
this Agreement and the other Financing Agreements shall become effective as of
the date set forth on the first page hereof and shall continue in full force
until the earlier of (i) the Term Loan Maturity Date or (ii) the date that all
Obligations have been fully and finally repaid in accordance with the terms
hereof and all Total Commitments of all Lenders hereunder have been
terminated.  Borrowers may terminate
this Agreement and all other Financing Agreements at any time upon ten (10)
days prior written notice to Agent (which notice shall be irrevocable) and
Agent may, at its option, and shall at the


 


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direction
of Required Lenders, terminate this Agreement and all other Financing
Agreements at any time on or after the occurrence and during the continuance of
an Event of Default.


 


(b)           The Revolving Loan Facility shall
terminate on the Revolving Loan Maturity Date. 
Notwithstanding the foregoing, Agent may, at its option (or shall at the
direction of any Revolving Loan Lender in writing received by Agent at least
sixty (60) days prior to the then current Revolving Loan Maturity Date),
terminate the Revolving Loan Facility or Borrowers may terminate the Revolving
Loan Facility, in each case, effective on the then current Revolving Loan
Maturity Date by giving to the other party at least sixty (60) days prior
written notice.  Upon the Revolving Loan
Maturity Date or any other effective date of termination of the Financing
Agreements, Borrowers shall pay to Agent all outstanding and unpaid
Obligations, other than the Term Loan and any interest or fees solely related
thereto, and shall furnish cash collateral to Agent (or at Agent’s option, a
letter of credit issued for the account of Borrowers and at Borrowers’ expense,
in form and substance satisfactory to Agent, by an issuer acceptable to Agent
and payable to Agent as beneficiary) in such amounts as Agent determines are
reasonably necessary to secure Agent and Lenders from loss, cost, damage or
expense, including attorneys’ fees and expenses, in connection with any
contingent Obligations, including issued and outstanding Letter of Credit
Accommodations and checks or other payments provisionally credited to the
Obligations and/or as to which Agent or any Lender has not yet received final
and indefeasible payment.  The amount of
such cash collateral (or letter of credit, as Agent may determine) as to any
Letter of Credit Accommodations shall be in the amount equal to one hundred ten
percent (110%) of the amount of the Letter of Credit Accommodations plus the
amount of any fees and expenses payable in connection therewith through the end
of the latest expiration date of such Letter of Credit Accommodations.  Such payments in respect of the Obligations
and cash collateral shall be remitted by wire transfer in Federal funds to the
Agent Payment Account or such other bank account of Agent, as Agent may, in its
discretion, designate in writing to Borrowers for such purpose.  Interest shall be due until and including the
next Business Day, if the amounts so paid by Borrowers to the Agent Payment
Account or other bank account designated by Agent are received in such bank
account later than 12:00 noon, New York time.


 


(c)           No termination of the Revolving Loan
Facility, this Agreement or the other Financing Agreements shall relieve or
discharge any Borrower or any Obligor of its respective duties, obligations and
covenants under this Agreement or the other Financing Agreements until all
Obligations have been fully and finally discharged and paid, and Agent’s
continuing security interest in the Collateral and the rights and remedies of
Agent and Lenders hereunder, under the other Financing Agreements and
applicable law, shall remain in effect until all such Obligations have been
fully and finally discharged and paid and Lenders have no further obligations
hereunder (following which all securing interests, liens and the like shall be
released).  Accordingly, each Borrower
waives any rights it may have under the UCC to demand the filing of termination
statements with respect to the Collateral and Agent shall not be required to
send such termination statements to any Borrower, or to file them with any
filing office, unless and until this Agreement and all Total Commitments of all
Lenders shall have been terminated in accordance with its terms and all
Obligations paid and satisfied in full in immediately available funds.


 


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(d)           If for any reason this Agreement is
terminated prior to the first anniversary of the date hereof, in view of the
impracticality and extreme difficulty of ascertaining actual damages and by
mutual agreement of the parties as to a reasonable calculation of the Lenders’
lost profits as a result thereof, Borrowers agree to pay an early termination
fee upon the effective date of such termination (the “Early Termination Fee”)
(i) to Agent, for the ratable benefit of the Revolving Loan Lenders, in an
amount equal to one-half of one percent (0.50%) of the Revolving Loan Limit if
such termination occurs prior to November 27, 2004 or (ii) to Agent, for the
ratable benefit of the Revolving Loan Lenders other than Congress, in an amount
equal to one-half of one percent (0.50%) of the Revolving Loan Commitments of
all Revolving Loan Lenders other than Congress if such termination occurs on or
after November 27, 2004 but prior to the first anniversary of the date hereof; provided,
however, if the Revolving Loan Facility is terminated as a result of (x)
a debt refinancing or initial public offering in which Arranger or its
Affiliates is given the opportunity to participate or (y) the sale of
substantially all the assets of Borrowers and Obligors or all the Capital Stock
of Parent or NY&Co, then the Early Termination Fee shall be waived.  The Early Termination Fee shall be presumed
to be the amount of damages sustained by the Revolving Loan Lenders as a result
of such early termination and Borrowers agree that it is reasonable under the
circumstances currently existing.  In
addition, the Revolving Loan Lenders shall be entitled to the Early Termination
Fee upon the occurrence of any Event of Default described in Sections 10.1(g)
and 10.1(h) hereof, even if Agent and the Lenders do not exercise the right to
terminate this Agreement, but elect, at their option, to provide financing to
Borrowers, or any of them, or permit the use of cash collateral under the
United States Bankruptcy Code.  The
Early Termination Fee constitutes part of the Obligations.


 


14.2         Interpretative
Provisions.


 


(a)           All terms used herein which are
defined in Article 1, Article 8 or Article 9 of the UCC shall have the meanings
given therein unless otherwise defined in this Agreement.


 


(b)           All references to the plural herein
shall also mean the singular and to the singular shall also mean the plural
unless the context otherwise requires.


 


(c)           All references to any Borrower, any
Obligor, Agent and Lenders pursuant to the definitions set forth in the
recitals hereto, or to any other person herein, shall include their respective
successors and assigns.


 


(d)           The words “hereof”, “herein”,
“hereunder”, “this Agreement” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not any particular
provision of this Agreement and as this Agreement now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced.


 


(e)           The word “including” when used in
this Agreement shall mean “including, without limitation”.


 


(f)            An Event of Default shall exist or
continue or be continuing until such Event of Default is waived in accordance
with Section 11.3 or is cured in a manner satisfactory to Agent, if such Event
of Default is capable of being cured as determined by Agent.


 


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(g)           All references to the term “good
faith” used herein when applicable to Agent or any Lender shall mean,
notwithstanding anything to the contrary contained herein or in the UCC,
honesty in fact in the conduct or transaction concerned.  Borrowers shall have the burden of proving
any lack of good faith on the part of Agent or any Lender alleged by Borrowers
at any time.


 


(h)           Any accounting term used in this
Agreement shall have, unless otherwise specifically provided herein, the
meaning customarily given in accordance with GAAP, and all financial
computations hereunder shall be computed unless otherwise specifically provided
herein, in accordance with GAAP as consistently applied and using the same
method for inventory valuation as used in the preparation of the financial
statements of Borrowers most recently received by Agent prior to the date of
the Original Loan Agreement.


 


(i)            In the computation of periods of
time from a specified date to a later specified date, the word “from” means “from
and including”, the words “to” and “until” each mean “to but excluding” and the
word “through” means “to and including”.


 


(j)            Unless otherwise expressly provided
herein, (i) references herein to any agreement, document or instrument
shall be deemed to include all subsequent amendments, modifications,
supplements, extensions, renewals, restatements or replacements with respect
thereto, but only to the extent the same are not prohibited by the terms hereof
or of any other Financing Agreement, and (ii) references to any statute or
regulation are to be construed as including all statutory and regulatory
provisions consolidating, amending, replacing, recodifying, supplementing or
interpreting the statute or regulation.


 


(k)           The captions and headings of this Agreement
are for convenience of reference only and shall not affect the interpretation
of this Agreement.


 


(l)            This Agreement and other Financing
Agreements may use several different limitations, tests or measurements to
regulate the same or similar matters. 
All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.


 


(m)          This Agreement and the other Financing
Agreements are the result of negotiations among and have been reviewed by
counsel to Agent and the other parties, and are the products of all
parties.  Accordingly, this Agreement
and the other Financing Agreements shall not be construed against Agent or
Lenders merely because of Agent’s or any Lender’s involvement in their
preparation.


 


14.3         Notices.  Except as otherwise provided herein, all
notices, requests and demands hereunder shall be in writing and deemed to have
been given or made:  if delivered in
person, immediately upon delivery; if by telex, telegram or facsimile
transmission, immediately upon sending and upon confirmation of receipt; if by
nationally recognized overnight courier service with instructions to deliver
the next Business Day, one (1) Business Day after sending; and if by certified
mail, return receipt requested, five (5) days after mailing.  All notices, requests and demands upon the
parties are to be given to the following addresses (or to such other address as
any party may designate by notice in accordance with this Section):


 


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If to Borrowers:                                                             Lerner
New York, Inc.

Lernco, Inc.

450 West 33rd Street

New York, NY 10001

Attention:  Chief Financial Officer

Telephone No.: (212) 884-2110

Telecopy No.: (212) 884-2103


 


with a copy to:                                                                 Kirkland
& Ellis LLP

Citigroup Center

153 East 53rd Street

New York, NY 10022


Attention:                 Adrian van Schie,
Esq. and


Michael T. Edsall,
Esq.


Telephone
No.: (212) 446-4800


Telecopy
No.:  (212) 446-4900


 


If to Agent:                                                                                  Congress
Financial Corporation

1133 Avenue of the Americas

New York, New York 10036

Attention:  Portfolio Manager

Telephone No.:(212) 545-4280

Telecopy No.: (212) 545-4283


 


With a copy to:                                                             Mayer,
Brown, Rowe & Maw LLP

350 South Grand Avenue, 25th Floor

Los Angeles, CA  90071

Attention:  Marshall C. Stoddard, Esq.

Telephone No.:  (213) 229-9500

Telecopy No.:  (213) 625-0248


 


and to:                                                                                                           Ableco
Finance LLC

299 Park Avenue, Floors 21-23

New York, New York 10171

Attention:  Paul Gordon

Telephone No.:  (212) 909-1417

Telecopy No.:  (212) 909-1421


 


and to:                                                                                                           Paul,
Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor

Los Angeles, California 90071

Attention:  John F. Hilson, Esq.

Telephone No.:  (213) 683-6300

Telecopy No.:  (213) 996-3300


 


14.4         Partial
Invalidity.  If any provision of
this Agreement is held to be invalid or unenforceable, such invalidity or
unenforceability shall not invalidate this Agreement as a whole,


 


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but
this Agreement shall be construed as though it did not contain the particular
provision held to be invalid or unenforceable and the rights and obligations of
the parties shall be construed and enforced only to such extent as shall be
permitted by applicable law.


 


14.5         Confidentiality.


 


(a)           Agent and each Lender shall use all
reasonable efforts to keep confidential, in accordance with its customary
procedures for handling confidential information and safe and sound lending
practices, any non-public information supplied to it by any Borrower pursuant
to this Agreement which is clearly and conspicuously marked as confidential at
the time such information is furnished by any Borrower to Agent or such Lender,
provided, that, nothing contained herein shall limit the
disclosure of any such information: (i) to the extent required by statute,
rule, regulation, subpoena or court order, (ii) to bank examiners and other
regulators, auditors and/or accountants, in connection with any litigation to
which Agent or such Lender is a party, (iii) to any Lender or Participant (or
prospective Lender or Participant) or to any Affiliate of any Lender so long as
such Lender or Participant (or prospective Lender or Participant) or Affiliate
shall have been instructed to treat such information as confidential in
accordance with this Section 14.5, or (iv) to counsel for Agent or any Lender or
Participant (or prospective Lender or Participant).


 


(b)           In the event that Agent or any Lender
receives a request or demand to disclose any confidential information pursuant
to any subpoena or court order, Agent or such Lender, as the case may be,
agrees (i) to the extent permitted by applicable law or if permitted by
applicable law, to the extent Agent or such Lender determines in good faith
that it will not create any risk of liability to Agent or such Lender, Agent or
such Lender will promptly notify Borrowers of such request so that Borrowers
may seek a protective order or other appropriate relief or remedy and (ii) if
disclosure of such information is required, disclose such information and,
subject to reimbursement by Borrowers of Agent’s or such Lender’s expenses,
cooperate with Borrowers in the reasonable efforts to obtain an order or other
reliable assurance that confidential treatment will be accorded to such portion
of the disclosed information which Borrowers so designate, to the extent
permitted by applicable law or if permitted by applicable law, to the extent
Agent or such Lender determines in good faith that it will not create any risk
of liability to Agent or such Lender.


 


(c)           In no event shall this Section 14.5
or any other provision of this Agreement, any of the other Financing Agreements
or applicable law be deemed: (i) to apply to or restrict disclosure of
information that has been or is made public by any Borrower, any Obligor or any
third party or otherwise becomes generally available to the public other than
as a result of a disclosure in violation hereof, (ii) to apply to or restrict
disclosure of information that was or becomes available to Agent or any Lender
(or any Affiliate of any Lender) on a non-confidential basis from a person other
than a Borrower, (iii) to require Agent or any Lender to return any materials
furnished by any Borrower to Agent or a Lender or prevent Agent or a Lender
from responding to routine informational requests in accordance with the Code
of Ethics for the Exchange of Credit Information promulgated by The Robert
Morris Associates or other applicable industry standards relating to the
exchange of credit information.  The
obligations of Agent and Lenders under this Section 14.5 shall supersede and replace
the obligations of Agent


 


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and
Lenders under any confidentiality letter signed prior to the date of the
Original Loan Agreement.


 


14.6         Successors.  This Agreement, the other Financing
Agreements and any other document referred to herein or therein shall be
binding upon and inure to the benefit of and be enforceable by Agent, Lenders,
Bank Product Providers, Borrowers, and their respective successors and assigns,
except that no Borrower may assign its rights under this Agreement, the other
Financing Agreements and any other document referred to herein or therein
without the prior written consent of Agent and Lenders.  Any such purported assignment without such
express prior written consent shall be void. 
No Lender may assign its rights and obligations under this Agreement
without the prior written consent of Agent, except as provided in Section 14.7
below.  The terms and provisions of this
Agreement and the other Financing Agreements are for the purpose of defining
the relative rights and obligations of Borrowers, Agent and Lenders with
respect to the transactions contemplated hereby and there shall be no third
party beneficiaries of any of the terms and provisions of this Agreement or any
of the other Financing Agreements.


 


14.7         Assignments;
Participations.


 


(a)           Each Lender may, with the prior
written consent of Agent, assign all or, if less than all, a portion equal to
at least $10,000,000 in the aggregate for the assigning Lender, of such rights
and obligations under this Agreement to one or more Eligible Transferees or
Approved Funds (but not including for this purpose any assignments in the form
of a participation), each of which assignees shall become a party to this
Agreement as a Lender by execution of an Assignment and Acceptance; provided,
that, such transfer or assignment will not be effective until:  (i) it is recorded by Agent on the Register;
and (ii) Agent shall have received for its sole account payment of a processing
fee from the assigning Lender or the assignee in the amount of $5,000.  Anything contained in this Section 14.7
hereof to the contrary notwithstanding, the consent of Borrowers or Agent shall
not be required, the minimum assignment amount shall not be applicable, an
Assignment and Acceptance shall not be required to be delivered to, accepted by
or recorded by Agent on the Register in order to be effective, valid, binding
and enforceable and payments of the processing fee shall not be required if (x)
such assignment is in connection with any merger, consolidation, sale,
transfer, or other disposition of all or any substantial portion of the
business or loan portfolio of a Lender or (y) such assignment is made by a
Term Loan Lender with regard to all or any portion of its Term Loan Commitment;
provided, however, that Borrowers and Agent may continue to deal
solely and directly with the assigning Lender in connection with the interest
so assigned until such time as written notice of such assignment shall have
been delivered by the assigning Lender or the assignee to Agent.  The foregoing notwithstanding, unless the
Term Loan Lenders exercise their rights under Section 10.2(d) or the Revolving
Loan Facility has been terminated, Congress agrees that it shall hold not less
than 33 1/3% of the Revolving Loan Commitments and Congress and The CIT
Group/Business Credit, Inc. agree that they shall hold, collectively, not less
than 66 2/3% of the Revolving Loan Commitments.


 


(b)           Agent, acting for this purpose only
as agent of Borrowers, shall maintain a register of the names and addresses of
Lenders, their Total Commitments and the principal amount of their Loans (the “Register”);
provided, that, in the case of an assignment or delegation


 


129

















 


covered
by Section 14.7(a) hereof, which is not reflected in the Register, the
assigning Lender shall maintain a comparable register (the “Lender Register”)
on behalf of Borrowers.  Agent shall
also maintain a copy of each Assignment and Acceptance delivered to and accepted
by it and shall modify the Register to give effect to each Assignment and
Acceptance.  The entries in the Register
and Lender Register shall be conclusive and binding for all purposes, absent
manifest error, and Borrowers, Obligors, Agent and Lenders may treat each
Person whose name is recorded in the Register or Lender Register as a Lender
hereunder for all purposes of this Agreement. 
The Register and Lender Register shall be available for inspection by
Borrowers and any Lender at any reasonable time and from time to time upon
reasonable prior notice.


 


(c)           If required under Section 14.7, upon
such execution, delivery, acceptance and recording, and otherwise from and
after the effective date specified in each Assignment and Acceptance, (i) the
assignee thereunder shall be a party hereto and to the other Financing
Agreements and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment and Acceptance, have the rights and
obligations (including, without limitation, the obligation to participate in
Letter of Credit Accommodations) of a Lender hereunder and thereunder and (ii) the
assigning Lender shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement.


 


(d)           By execution and delivery to each
other of an Assignment and Acceptance, the assignor and assignee thereunder
confirm to and agree with each other and the other parties hereto as
follows:  (i) other than as
provided in such Assignment and Acceptance, the assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any of the other Financing Agreements or the execution, legality,
enforceability, genuineness, sufficiency or value of this Agreement or any of
the other Financing Agreements furnished pursuant hereto, (ii) the
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Borrower, any
Obligor or any of their respective Subsidiaries or the performance or
observance by any Borrower or any Obligor of any of the Obligations; (iii) such
assignee confirms that it has received a copy of this Agreement and the other
Financing Agreements, together with such other documents and information it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance, (iv) such assignee will, independently and
without reliance upon the assigning Lender, Agent and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement and
the other Financing Agreements, (v) such assignee appoints and authorizes
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement and the other Financing Agreements as are delegated to
Agent by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto, and (vi) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement and the other Financing Agreements are required to be
performed by it as a Lender.  Agent and
Lenders may furnish any information concerning any Borrower or any Obligor in
the possession of Agent or any Lender from time to time to assignees and
Participants.


 


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(e)           Each Lender may sell participations
to one or more banks or other entities in or to all or a portion of its rights
and obligations under this Agreement and the other Financing Agreements
(including, without limitation, all or a portion of its Total Commitment and
the Loans owing to it and its participation in the Letter of Credit
Accommodations, without the consent of Agent or the other Lenders); provided,
that, (i) such Lender’s obligations under this Agreement
(including, without limitation, its Total Commitment hereunder) and the other
Financing Agreements shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, and Borrowers, the other Lenders and Agent shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement and the other Financing Agreements, (iii) the
Participant shall not have any rights under this Agreement or any of the other
Financing Agreements (the Participant’s rights against such Lender in respect
of such participation to be those set forth in the agreement executed by such
Lender in favor of the Participant relating thereto) and all amounts payable by
Borrowers or any Obligor hereunder (including any amounts payable under
Sections 3.3 or 6.4(d)) shall be determined as if such Lender had not sold such
participation.


 


(f)            Nothing in this Agreement shall
prevent or prohibit any Lender from pledging its Loans hereunder to a Federal
Reserve Bank in support of borrowings made by such Lenders from such Federal
Reserve Bank.  Borrower hereby
acknowledges that the Lenders and their Affiliates may sell or securitize the
Loans (a ”Securitization”) through the pledge of the Loans as
collateral security for loans to the Lenders or their Affiliates or through the
sale of the Loans or the issuance of direct or indirect interests in the Loans,
which loans to the Lenders or their Affiliates or direct or indirect interests
will be rated by Moody’s, Standard & Poor’s or one or more other rating
agencies (the “Rating Agencies”). 
Borrowers shall cooperate with the Lenders and their Affiliates to
effect the Securitization including, without limitation, by (a) amending
this Agreement and the other Financing Agreements, and executing such
additional documents, as reasonably requested by the Lenders in connection with
the Securitization, provided  that (i) any such amendment or additional
documentation does not impose material additional costs on the Borrowers and
(ii) any such amendment or additional documentation does not materially
adversely affect the rights, or materially increase the obligations, of the
Borrowers under the Financing Agreements or change or affect in a manner
adverse to the Borrowers the financial terms of the Loans, (b) providing
such information as may be reasonably requested by the Lenders in connection
with the rating of the Loans or the Securitization, and (c) providing in
connection with any rating of the Loans a certificate (i) agreeing to
indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any
party providing credit support or otherwise participating in the Securitization
(collectively, the “Securitization Parties”) for any losses, claims,
damages or liabilities (the ”Liabilities”) to which the Lenders,
their Affiliates or such Securitization Parties may become subject insofar as
the Liabilities arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Financing Agreement or
in any writing delivered by or on behalf of any Borrower, Guarantor or Obligor
to the Lenders in connection with any Loan Document or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and such indemnity shall survive any transfer by the Lenders or
their successors or assigns of the Loans and (ii) agreeing to reimburse
the Lenders and their Affiliates


 


131

















 


for
any legal or other expenses reasonably incurred by such Persons in connection
with defending the Liabilities.


 


(g)           Borrowers shall assist Agent or any
Lender permitted to sell assignments or participations under this Section 14.7
in whatever manner reasonably necessary in order to enable or effect any such
assignment or participation, including (but not limited to) the execution and
delivery of any and all agreements, notes and other documents and instruments
as shall be requested and the delivery of informational materials, appraisals
or other documents for, and the participation of relevant management in
meetings and conference calls with, potential Lenders or Participants.  Borrowers shall certify the correctness,
completeness and accuracy, in all material respects, of all descriptions of
Borrowers and their affairs provided, prepared or reviewed by Borrowers that
are contained in any selling materials and all other information provided by it
and included in such materials.


 


(h)           A Registered Term Loan (and the
Registered Term Note, if any, evidencing the same) may be assigned or sold in
whole or in part only by registration of such assignment or sale on the
Register or any comparable Register that is maintained by the assigning Lender
(and each Registered Term Note shall expressly so provide).  Any assignment or sale of all or part of
such Registered Term Loan (and the Registered Term Note, if any, evidencing the
same) may be effected only by registration of such assignment or sale on the
Register, or any comparable Register that is maintained by the assigning
Lender, together with the surrender of the Registered Term Note, if any,
evidencing the same duly endorsed by (or accompanied by a written instrument of
assignment or sale duly executed by) the holder of such Registered Term Note,
whereupon, at the request of the designated assignee(s) or transferee(s), one
or more new Registered Term Notes in the same aggregate principal amount shall
be issued to the designated assignee(s) or transferee(s).  Prior to the registration of assignment or
sale of any Registered Term Loan (and the Registered Term Note, if any
evidencing the same), Agent and Borrowers shall treat the Person in whose name
such Registered Term Loan (and the Registered Term Note, if any, evidencing the
same) is registered as the owner thereof for the purpose of receiving all
payments thereon and for all other purposes, notwithstanding notice to the
contrary.  In the case of an assignment
by a Lender that is not reflected in Agent’s Register, the assigning Lender
shall maintain a comparable register on behalf of Agent.  In the event that any Term Loan Lender sells
participations in a Registered Term Loan, such Term Loan Lender shall maintain
a register on which it enters the name of all participants in such Registered
Term Loan (the “Participant Register”). 
A Registered Term Loan (and the Registered Term Note, if any, evidencing
the same) may be participated in whole or in part only by registration of such
participation on the Participant Register (and each Registered Term Note shall
expressly so provide).  Any
participation of such Registered Term Loan (and the Registered Term Note, if
any, evidencing the same) may be effected only by the registration of such
participation on the Participant Register.


 


14.8         Entire
Agreement.  This Agreement, the
other Financing Agreements, any supplements hereto or thereto, and any
instruments or documents delivered or to be delivered in connection herewith or
therewith represents the entire agreement and understanding concerning the
subject matter hereof and thereof between the parties hereto, and supersede all
other prior agreements, understandings, negotiations and discussions,
representations, warranties, commitments, proposals, offers and contracts
concerning the subject matter hereof, whether oral


 


132

















 


or
written.  In the event of any
inconsistency between the terms of this Agreement and any schedule or exhibit
hereto, the terms of this Agreement shall govern.


 


14.9         Counterparts,
Etc.  This Agreement or any of the
other Financing Agreements may be executed in any number of counterparts, each
of which shall be an original, but all of which taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of this
Agreement or any of the other Financing Agreements by telefacsimile shall have
the same force and effect as the delivery of an original executed counterpart
of this Agreement or any of such other Financing Agreements.  Any party delivering an executed counterpart
of any such agreement by telefacsimile shall also deliver an original executed
counterpart, but the failure to do so shall not affect the validity,
enforceability or binding effect of such agreement.


 


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IN WITNESS WHEREOF, Documentation Agent, Agent, the
Lenders and Borrowers have caused this Agreement to be duly executed as of the
day and year first above written.


 


	
  BORROWERS

  	
   

  	
   

  
	
   

  	
   

  
	
  LERNER NEW
  YORK, INC.

  	
  LERNCO, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Richard
  P. Crystal

  	
   

  	
  By:

  	
  /s/ Ronald
  W. Ristau

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  President
  and CEO

  	
   

  	
  Title:

  	
  Chief
  Operating Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGENT

  	
   

  	
  DOCUMENTATION
  AGENT

  	
   

  
	
   

  	
   

  
	
  CONGRESS
  FINANCIAL CORPORATION,

  as Agent

  	
  THE CIT
  GROUP/BUSINESS CREDIT, INC.,

  as Documentation Agent

  
	
   

  	
   

  
	
  By:

  	
  /s/ Vicky L.
  Balmont

  	
   

  	
  By:

  	
  /s/ Manuel R.
  Borges

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Executive
  Vice President

  	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDERS

  	
   

  	
   

  
	
   

  	
   

  
	
  CONGRESS
  FINANCIAL CORPORATION

  	
  ABLECO
  FINANCE LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ Vicky L.
  Balmont

  	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Executive
  Vice President

  	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
	
   

  	
   

  
	
  THE CIT
  GROUP/BUSINESS CREDIT,

  INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Manuel
  R. Borges

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
   

  
	
   

  	
   

  
	
  LASALLE
  RETAIL FINANCE,

  a division of LaSalle Business Credit, Inc.,

  as agent for Standard Federal Bank, National

  Association

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ 

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Senior Vice
  President

  	
   

  	
   

  
																		



 


S-1

















 


EXHIBIT A-1


 


Form of Revolving Loan Lender


 


ASSIGNMENT AND ACCEPTANCE AGREEMENT


 


This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment
and Acceptance”) dated as of
                          ,
200   is made between
                                                
(the “Assignor”) and
                                        
(the “Assignee”).  Initially
capitalized terms used herein without definitions shall have the meanings given
in the Loan Agreement (as defined below).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, Wachovia Bank, National Association, as
arranger, Congress Financial Corporation, in its capacity as agent pursuant to
the Loan Agreement (as hereinafter defined) acting for and on behalf of the
Persons which are parties thereto as lenders (in such capacity, “Agent”),
The CIT Group/Business Credit, Inc., as documentation agent (in such capacity,
“Documentation Agent”), and the Persons which are parties to the Loan
Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”)
have entered or are about to enter into financing arrangements pursuant to
which Agent and Lenders may make loans and, with regard to Revolving Loan
Lenders only, provide other financial accommodations to Lerner New York, Inc.
(“Lerner”) and Lernco, Inc. (“Lernco” and together with Lerner, “Borrowers”
and individually each a “Borrower”) as set forth in that certain Amended
and Restated Loan and Security Agreement, dated March 16, 2004, by and among
Borrowers, Agent, Documentation Agent and Lenders (as the same now exists or
may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced, the “Loan Agreement”), and the other agreements, documents
and instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with
the Loan Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the “Financing Agreements”);


 


WHEREAS, as provided under the Loan Agreement,
Assignor committed to making Revolving Loans (the “Committed Revolving Loans”)
to Borrowers in an aggregate amount not to exceed
                            
Dollars
($                  )  (the “Commitment”);


 


WHEREAS, Assignor wishes to assign to Assignee [part of the] [all] rights and obligations
of Assignor under the Loan Agreement in respect of its Commitment in an amount
equal to
$                            
(the “Assigned Commitment Amount”) on the terms and subject to the
conditions set forth herein and Assignee wishes to accept assignment of such
rights and to assume such obligations from Assignor on such terms and subject
to such conditions;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:


 


A-1-1

















 


1.             Assignment and Acceptance.


 


(a)           Subject to the terms and conditions
of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns
to Assignee, and Assignee hereby purchases, assumes and undertakes from
Assignor, without recourse and without representation or warranty (except as
provided in this Assignment and Acceptance) an interest in (i) the Commitment
and each of the Committed Revolving Loans of Assignor and (ii) all related
rights, benefits, obligations, liabilities and indemnities of the Assignor
under and in connection with the Loan Agreement and the other Financing
Agreements, so that after giving effect thereto, the Commitment of Assignee
shall be as set forth below and the Pro Rata Share of Assignee shall be
              
(    %).


 


(b)           With effect on and after the Effective
Date (as defined in Section 5 hereof), Assignee shall be a party to the Loan
Agreement and succeed to all of the rights and be obligated to perform all of
the obligations of a Lender under the Loan Agreement, including the
requirements concerning confidentiality and the payment of indemnification,
with a Commitment in an amount equal to the Assigned Commitment Amount.  Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Agreement are required to be performed by it as a Lender.  It is the intent of the parties hereto that
the Commitment of Assignor shall, as of the Effective Date, be reduced by an
amount equal to the Assigned Commitment Amount and Assignor shall relinquish
its rights and be released from its obligations under the Loan Agreement to the
extent such obligations have been assumed by Assignee; provided, that,
Assignor shall not relinquish its rights under Sections 2.1, 6.4, 6.8 and 6.9
of the Loan Agreement to the extent such rights relate to the time prior to the
Effective Date.


 


(c)           After giving effect to the assignment
and assumption set forth herein, on the Effective Date Assignee’s Commitment
will be
                        
Dollars
($              ).


 


(d)           After giving effect to the assignment
and assumption set forth herein, on the Effective Date Assignor’s Commitment
will be
                        
Dollars
($              )
(as such amount may be further reduced by any other assignment by Assignor on
or after the date hereof).


 


2.             Payments.


 


(a)           As consideration for the sale,
assignment and transfer contemplated in Section 1 hereof, Assignee shall pay to
Assignor on the Effective Date in immediately available funds an amount equal
to                         
Dollars ($              ),
representing Assignee’s Pro Rata Share of the amount owed by Borrowers with
respect to the Committed Revolving Loans  assigned
hereunder.


 


(b)           Assignee shall pay to Agent the
processing fee in the amount specified in Section 14.7(a) of the Loan
Agreement.


 


3.             Reallocation of Payments.  Any interest, fees and other payments
accrued to the Effective Date with respect to the Commitment, Committed
Revolving Loans and outstanding Letter of Credit Accommodations shall be for
the account of Assignor.  Any interest,
fees and other payments accrued on and after the Effective Date with respect to
the Assigned Commitment Amount shall be for the account of Assignee.  Each of Assignor and Assignee


 


A-1-2

















 


agrees
that it will hold in trust for the other party any interest, fees and other
amounts which it may receive to which the other party is entitled pursuant to
the preceding sentence and pay to the other party any such amounts which it may
receive promptly upon receipt.


 


4.             Independent Credit Decision.  Assignee acknowledges that it has received a
copy of the Loan Agreement and the Schedules and Exhibits thereto, together
with copies of the most recent financial statements of the Borrowers and their
Subsidiaries, and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to enter
into this Assignment and Acceptance and agrees that it will, independently and
without reliance upon Assignor, Agent or any Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit and legal decisions in taking or not taking action under the Loan
Agreement.


 


5.             Effective Date; Notices.


 


(a)           As between Assignor and Assignee, the
effective date for this Assignment and Acceptance shall be
                              ,
200   (the “Effective Date”); provided, that,
the following conditions precedent have been satisfied on or before the
Effective Date:


 


(i)            this Assignment and Acceptance shall
be executed and delivered by Assignor and Assignee;


 


(ii)           the consent of Agent as required for
an effective assignment of the Assigned Commitment Amount by Assignor to
Assignee shall have been duly obtained and shall be in full force and effect as
of the Effective Date;


 


(iii)          written notice of such assignment,
together with payment instructions, addresses and related information with
respect to Assignee, shall have been given to Borrowers and Agent;


 


(iv)          Assignee shall pay to Assignor all
amounts due to Assignor under this Assignment and Acceptance; and


 


(v)           the processing fee referred to in
Section 2(b) hereof shall have been paid to Agent.


 


(b)           Promptly following the execution of
this Assignment and Acceptance, Assignor shall deliver to Borrowers and Agent
for acknowledgment by Agent, a Notice of Assignment in the form attached hereto
as Schedule 1.


 


6.             Agent.


 


(a)           Assignee hereby appoints and
authorizes Congress Financial Corporation in its capacity as Agent to take such
action as agent on its behalf to exercise such powers under the Loan Agreement
as are delegated to Agent by Lenders pursuant to the terms of the Loan
Agreement.


 


A-1-3

















 


(b)           [Assignee
shall assume no duties or obligations held by Assignor in its capacity as
[Agent] [Documentation Agent] under the Loan Agreement.]


 


7.             Withholding Tax.  Assignee (a) represents and warrants to
Assignor, Agent and Borrowers that under applicable law and treaties no tax
will be required to be withheld by Assignee, Agent or Borrowers with respect to
any payments to be made to Assignee hereunder or under any of the Financing
Agreements, (b) agrees to furnish (if it is organized under the laws of any
jurisdiction other than the United States or any State thereof) to Agent and
Borrowers prior to the time that Agent or Borrowers are required to make any
payment of principal, interest or fees hereunder, duplicate executed originals
of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue
Service Form 1001 (wherein Assignee claims entitlement to the benefits of a tax
treaty that provides for a complete exemption from U.S. federal income
withholding tax on all payments hereunder) and agrees to provide new Forms 4224
or 1001 upon the expiration of any previously delivered form or comparable
statements in accordance with applicable U.S. law and regulations and
amendments thereto, duly executed and completed by Assignee, and (c) agrees
to comply with all applicable U.S. laws and regulations with regard to such
withholding tax exemption.


 


8.             Representations and Warranties.


 


(a)           Assignor represents and warrants that
(i) it is the legal and beneficial owner of the interest being assigned by
it hereunder and that such interest is free and clear of any security interest,
lien, encumbrance or other adverse claim, (ii) it is duly organized and
existing and it has the full power and authority to take, and has taken, all
action necessary to execute and deliver this Assignment and Acceptance and any
other documents required or permitted to be executed or delivered by it in
connection with this Assignment and Acceptance and to fulfill its obligations
hereunder, (iii) no notices to, or consents, authorizations or approvals
of, any Person are required (other than any already given or obtained) for its
due execution, delivery and performance of this Assignment and Acceptance, and
apart from any agreements or undertakings or filings required by the Loan
Agreement, no further action by, or notice to, or filing with, any Person is
required of it for such execution, delivery or performance, and (iv) this
Assignment and Acceptance has been duly executed and delivered by it and
constitutes the legal, valid and binding obligation of Assignor, enforceable
against Assignor in accordance with the terms hereof, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other
laws of general application relating to or affecting creditors’ rights and to
general equitable principles.


 


(b)           Assignor makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Agreement
or any of the other Financing Agreements or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Agreement or any
other instrument or document furnished pursuant thereto.  Assignor makes no representation or warranty
in connection with, and assumes no responsibility with respect to, the
solvency, financial condition or statements of Borrowers, or the performance or
observance by Borrowers or any other Person, of any of its respective
obligations under the Loan Agreement or any other instrument or document
furnished in connection therewith.


 


A-1-4

















 


(c)           Assignee represents and warrants that
(i) it is duly organized and existing and it has full power and authority
to take, and has taken, all action necessary to execute and deliver this
Assignment and Acceptance and any other documents required or permitted to be
executed or delivered by it in connection with this Assignment and Acceptance,
and to fulfill its obligations hereunder, (ii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any already
given or obtained) for its due execution, delivery and performance of this
Assignment and Acceptance, and apart from any agreements or undertakings or
filings required by the Loan Agreement, no further action by, or notice to, or
filing with, any Person is required of it for such execution, delivery or
performance; and (v) this Assignment and Acceptance has been duly executed and
delivered by it and constitutes the legal, valid and binding obligation of
Assignee, enforceable against Assignee in accordance with the terms hereof,
subject, as to enforcement, to bankruptcy, insolvency, moratorium,
reorganization and other laws of general application relating to or affecting
creditors’ rights to general equitable principles.


 


9.             Further Assurances.  Assignor and Assignee each hereby agree to
execute and deliver such other instruments, and take such other action, as
either party may reasonably request in connection with the transactions
contemplated by this Assignment and Acceptance, including the delivery of any
notices or other documents or instruments to Borrowers or Agent, which may be
required in connection with the assignment and assumption contemplated hereby.


 


10.           Miscellaneous.


 


(a)           Any amendment or waiver of any
provision of this Assignment and Acceptance shall be in writing and signed by
the parties hereto.  No failure or delay
by either party hereto in exercising any right, power or privilege hereunder shall
operate as a waiver thereof and any waiver of any breach of the provisions of
this Assignment and Acceptance shall be without prejudice to any rights with
respect to any other for further breach thereof.


 


(b)           All payments made hereunder shall be
made without any set-off or counterclaim.


 


(c)           Assignor and Assignee shall each pay
its own costs and expenses incurred in connection with the negotiation,
preparation, execution and performance of this Assignment and Acceptance.


 


(d)           This Assignment and Acceptance may be
executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.


 


(e)           THIS ASSIGNMENT AND ACCEPTANCE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.  Assignor and Assignee each
irrevocably submits to the non-exclusive jurisdiction of any State or Federal
court sitting in New York County, New York over any suit, action or proceeding
arising out of or relating to this Assignment and Acceptance and irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such New York State or Federal court.  Each party to this Assignment and Acceptance hereby irrevocably


 


A-1-5

















 


waives,
to the fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding.


 


(f)            ASSIGNOR AND ASSIGNEE EACH HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN
AGREEMENT, ANY OF THE OTHER FINANCING AGREEMENTS OR ANY RELATED DOCUMENTS AND
AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER
ORAL OR WRITTEN).


 


IN WITNESS WHEREOF, Assignor and Assignee have caused
this Assignment and Acceptance to be executed and delivered by their duly
authorized officers as of the date first above written.


 


	
   

  	
  [ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


A-1-6

















 


SCHEDULE 1


 


NOTICE OF ASSIGNMENT AND ACCEPTANCE


 


                              ,
20    


 


Congress Financial Corporation

1133 Avenue of the Americas

New York, New York 10036

Attn.: Portfolio Manager


 


Ladies and Gentlemen:


 


Wachovia Bank, National Association, as arranger,
Congress Financial Corporation, in its capacity as agent pursuant to the Loan
Agreement (as hereinafter defined) acting for and on behalf of the Persons
which are parties thereto as lenders (in such capacity, “Agent”), The
CIT Group/Business Credit, Inc., as documentation agent (in such capacity, “Documentation
Agent”), and the Persons which are parties to the Loan Agreement as lenders
(individually, each a “Lender” and collectively, “Lenders”) have
entered or are about to enter into financing arrangements pursuant to which
Agent and Lenders may make loans and, with regard to Revolving Loan Lenders
only, provide other financial accommodations, to Lerner New York, Inc. (“Lerner”)
and Lernco, Inc., (“Lernco” and together with Lerner, “Borrowers”
and individually each a “Borrower”) as set forth in that certain Amended
and Restated Loan and Security Agreement, dated March 16, 2004, by and among
Borrowers, Agent, Documentation Agent and Lenders (as the same now exists or
may hereafter be amended, modified, supplemented, extended, renewed, restated
or replaced, the “Loan Agreement”), and the other agreements, documents
and instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with
the Loan Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the “Financing Agreements”).  Capitalized terms not otherwise defined
herein shall have the respective meanings ascribed thereto in the Loan
Agreement.


 


We hereby give you notice of, and request your consent
to, the assignment by
                                                    
(the “Assignor”) to
                                                      
(the “Assignee”) such that after giving effect to the assignment
Assignee shall have an interest equal to
                
(    %) of the total Commitments pursuant to the Assignment
and Acceptance Agreement attached hereto (the “Assignment and Acceptance”).  We understand that the Assignor’s Commitment
shall be reduced by
                    
Dollars
($                  ),
as the same may be further reduced by other assignments on or after the date
hereof.


 


Assignee agrees that, upon receiving the consent of
Agent to such assignment, Assignee will be bound by the terms of the Loan
Agreement as fully and to the same extent as if the Assignee were the Lender
originally holding such interest under the Loan Agreement.


 


A-1-1

















 


The following administrative details apply to
Assignee:


 


	
  (A)

  	
  Notice address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Assignee name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
  Telecopier:

  	
   

  	
   

  
	
   

  	
   

  
	
  (B)

  	
  Payment instructions:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Account No.:

  	
   

  	
   

  
	
   

  	
  At:

  	
   

  	
   

  
	
   

  	
  Reference:

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
											



 


You are entitled to rely upon the representations,
warranties and covenants of each of Assignor and Assignee contained in the
Assignment and Acceptance.


 


IN WITNESS WHEREOF, Assignor and Assignee have caused
this Notice of Assignment and Acceptance to be executed by their respective
duly authorized officials, officers or agents as of the date first above
mentioned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND ASSIGNMENT

  	
   

  
	
  CONSENTED TO:

  	
   

  
	
   

  	
   

  
	
  CONGRESS FINANCIAL CORPORATION,

  	
   

  
	
  as Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
										



 


A-1-2

















 


EXHIBIT A-2


 


Form of Term Loan Lender


 


ASSIGNMENT AND ACCEPTANCE AGREEMENT


 


This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment
and Acceptance”) dated as of
                          ,
200   is made between
                                                
(the “Assignor”) and
                                        
(the “Assignee”).  Initially
capitalized terms used herein without definitions shall have the meanings given
in the Loan Agreement (as defined below).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, Wachovia Bank, National Association, as
arranger, Congress Financial Corporation, in its capacity as agent pursuant to
the Loan Agreement (as hereinafter defined) acting for and on behalf of the
Persons which are parties thereto as lenders (in such capacity, “Agent”),
The CIT Group/Business Credit, Inc., as documentation agent (in such capacity,
“Documentation Agent”), and the Persons which are parties to the Loan
Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”)
have entered or are about to enter into financing arrangements pursuant to
which Agent and Lenders may make loans and, with regard to Revolving Loan
Lenders only, provide other financial accommodations to Lerner New York, Inc.
(“Lerner”) and Lernco, Inc. (“Lernco” and together with Lerner, “Borrowers”
and individually each a “Borrower”) as set forth in that certain Amended
and Restated Loan and Security Agreement, dated March 16, 2004, by and among Borrowers,
Agent, Documentation Agent and Lenders (as the same now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or replaced,
the “Loan Agreement”), and the other agreements, documents and
instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with
the Loan Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the “Financing Agreements”);


 


WHEREAS, as provided under the Loan Agreement,
Assignor has made a Term Loan to Borrowers (the “Commitment”);


 


WHEREAS, Assignor wishes to assign to Assignee [part of the] [all] rights and obligations
of Assignor under the Loan Agreement in respect of its Commitment in an amount
equal to
$                            
(the “Assigned Commitment Amount”) on the terms and subject to the
conditions set forth herein and Assignee wishes to accept assignment of such
rights and to assume such obligations from Assignor on such terms and subject
to such conditions;


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:


 


A-2-1

















 


1.             Assignment and Acceptance.


 


(a)           Subject to the terms and conditions
of this Assignment and Acceptance, Assignor hereby sells, transfers and assigns
to Assignee, and Assignee hereby purchases, assumes and undertakes from
Assignor, without recourse and without representation or warranty (except as
provided in this Assignment and Acceptance) an interest in (i) the Commitment
of Assignor and (ii) all related rights, benefits, obligations, liabilities and
indemnities of the Assignor under and in connection with the Loan Agreement and
the other Financing Agreements, so that after giving effect thereto, the
Commitment of Assignee shall be as set forth below and the Pro Rata Share of
Assignee shall be
              
(    %).


 


(b)           With effect on and after the
Effective Date (as defined in Section 5 hereof), Assignee shall be a party to
the Loan Agreement and succeed to all of the rights and be obligated to perform
all of the obligations of a Lender under the Loan Agreement, including the
requirements concerning confidentiality and the payment of indemnification,
with a Commitment in an amount equal to the Assigned Commitment Amount.  Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Agreement are required to be performed by it as a Lender.  It is the intent of the parties hereto that
the Commitment of Assignor shall, as of the Effective Date, be reduced by an
amount equal to the Assigned Commitment Amount and Assignor shall relinquish
its rights and be released from its obligations under the Loan Agreement to the
extent such obligations have been assumed by Assignee; provided, that,
Assignor shall not relinquish its rights under Sections 2.3, 6.4, 6.8 and 6.9
of the Loan Agreement to the extent such rights relate to the time prior to the
Effective Date.


 


(c)           After giving effect to the assignment
and assumption set forth herein, on the Effective Date Assignee’s Commitment
will be                         
Dollars
($              ).


 


2.             Payments.  As consideration for the sale, assignment
and transfer contemplated in Section 1 hereof, Assignee shall pay to Assignor
on the Effective Date in immediately available funds an amount equal to
                        
Dollars
($              ),
representing Assignee’s Pro Rata Share of the amount owed by Borrowers with
respect to the Commitment assigned hereunder.


 


3.             Reallocation of Payments.  Any interest, fees and other payments
accrued to the Effective Date with respect to the Commitment shall be for the
account of Assignor.  Any interest, fees
and other payments accrued on and after the Effective Date with respect to the
Assigned Commitment Amount shall be for the account of Assignee.  Each of Assignor and Assignee agrees that it
will hold in trust for the other party any interest, fees and other amounts
which it may receive to which the other party is entitled pursuant to the
preceding sentence and pay to the other party any such amounts which it may
receive promptly upon receipt.


 


4.             Independent Credit Decision.  Assignee acknowledges that it has received a
copy of the Loan Agreement and the Schedules and Exhibits thereto, together
with copies of the most recent financial statements of the Borrowers and their
Subsidiaries, and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to enter
into this Assignment and Acceptance and agrees that it will, independently and
without reliance upon Assignor, Agent or any Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit and legal decisions in taking or not taking action under the Loan
Agreement.


 


A-2-2

















 


5.             Effective Date.  As between Assignor and Assignee, the
effective date for this Assignment and Acceptance shall be
                              ,
200   (the “Effective Date”); provided, that,
the following conditions precedent have been satisfied on or before the
Effective Date:


 


(a)           this Assignment and Acceptance shall
be executed and delivered by Assignor and Assignee;


 


(b)           Assignee shall pay to Assignor all
amounts due to Assignor under this Assignment and Acceptance; and


 


6.             Agent.  Assignee hereby appoints and authorizes
Congress Financial Corporation in its capacity as Agent to take such action as
agent on its behalf to exercise such powers under the Loan Agreement as are
delegated to Agent by Lenders pursuant to the terms of the Loan Agreement.


 


7.             Withholding Tax.  Assignee (a) represents and warrants to
Assignor, Agent and Borrowers that under applicable law and treaties no tax
will be required to be withheld by Assignee, Agent or Borrowers with respect to
any payments to be made to Assignee hereunder or under any of the Financing
Agreements, (b) agrees to furnish (if it is organized under the laws of any
jurisdiction other than the United States or any State thereof) to Agent and
Borrowers prior to the time that Agent or Borrowers are required to make any
payment of principal, interest or fees hereunder, duplicate executed originals
of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue
Service Form 1001 (wherein Assignee claims entitlement to the benefits of a tax
treaty that provides for a complete exemption from U.S. federal income
withholding tax on all payments hereunder) and agrees to provide new Forms 4224
or 1001 upon the expiration of any previously delivered form or comparable
statements in accordance with applicable U.S. law and regulations and
amendments thereto, duly executed and completed by Assignee, and (c) agrees
to comply with all applicable U.S. laws and regulations with regard to such
withholding tax exemption.


 


8.             Representations and Warranties.


 


(a)           Assignor represents and warrants that
(i) it is the legal and beneficial owner of the interest being assigned by
it hereunder and that such interest is free and clear of any security interest,
lien, encumbrance or other adverse claim, (ii) it is duly organized and
existing and it has the full power and authority to take, and has taken, all
action necessary to execute and deliver this Assignment and Acceptance and any
other documents required or permitted to be executed or delivered by it in
connection with this Assignment and Acceptance and to fulfill its obligations
hereunder, (iii) no notices to, or consents, authorizations or approvals
of, any Person are required (other than any already given or obtained) for its
due execution, delivery and performance of this Assignment and Acceptance, and
apart from any agreements or undertakings or filings required by the Loan
Agreement, no further action by, or notice to, or filing with, any Person is
required of it for such execution, delivery or performance, and (iv) this
Assignment and Acceptance has been duly executed and delivered by it and
constitutes the legal, valid and binding obligation of Assignor, enforceable
against Assignor in accordance with the terms hereof, subject, as to enforcement,
to bankruptcy, insolvency, moratorium, reorganization and


 


A-2-3

















 


other
laws of general application relating to or affecting creditors’ rights and to
general equitable principles.


 


(b)           Assignor makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Agreement
or any of the other Financing Agreements or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Agreement or any
other instrument or document furnished pursuant thereto.  Assignor makes no representation or warranty
in connection with, and assumes no responsibility with respect to, the solvency,
financial condition or statements of Borrowers, or the performance or
observance by Borrowers or any other Person, of any of its respective
obligations under the Loan Agreement or any other instrument or document
furnished in connection therewith.


 


(c)           Assignee represents and warrants that
(i) it is duly organized and existing and it has full power and authority
to take, and has taken, all action necessary to execute and deliver this
Assignment and Acceptance and any other documents required or permitted to be
executed or delivered by it in connection with this Assignment and Acceptance,
and to fulfill its obligations hereunder, (ii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any already
given or obtained) for its due execution, delivery and performance of this
Assignment and Acceptance, and apart from any agreements or undertakings or
filings required by the Loan Agreement, no further action by, or notice to, or
filing with, any Person is required of it for such execution, delivery or
performance; and (v) this Assignment and Acceptance has been duly executed and
delivered by it and constitutes the legal, valid and binding obligation of
Assignee, enforceable against Assignee in accordance with the terms hereof,
subject, as to enforcement, to bankruptcy, insolvency, moratorium,
reorganization and other laws of general application relating to or affecting
creditors’ rights to general equitable principles.


 


9.             Further Assurances.  Assignor and Assignee each hereby agree to
execute and deliver such other instruments, and take such other action, as
either party may reasonably request in connection with the transactions
contemplated by this Assignment and Acceptance, including the delivery of any
notices or other documents or instruments to Borrowers or Agent, which may be
required in connection with the assignment and assumption contemplated hereby.


 


10.           Miscellaneous.


 


(a)           Any amendment or waiver of any
provision of this Assignment and Acceptance shall be in writing and signed by
the parties hereto.  No failure or delay
by either party hereto in exercising any right, power or privilege hereunder
shall operate as a waiver thereof and any waiver of any breach of the provisions
of this Assignment and Acceptance shall be without prejudice to any rights with
respect to any other for further breach thereof.


 


(b)           All payments made hereunder shall be
made without any set-off or counterclaim.


 


A-2-4

















 


(c)           Assignor and Assignee shall each pay
its own costs and expenses incurred in connection with the negotiation,
preparation, execution and performance of this Assignment and Acceptance.


 


(d)           This Assignment and Acceptance may be
executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.


 


(e)           THIS ASSIGNMENT AND ACCEPTANCE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW
YORK.  Assignor and Assignee each
irrevocably submits to the non-exclusive jurisdiction of any State or Federal
court sitting in New York County, New York over any suit, action or proceeding
arising out of or relating to this Assignment and Acceptance and irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such New York State or Federal court.  Each party to this Assignment and Acceptance hereby irrevocably


waives,
to the fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding.


 


(f)            ASSIGNOR AND ASSIGNEE EACH HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN
AGREEMENT, ANY OF THE OTHER FINANCING AGREEMENTS OR ANY RELATED DOCUMENTS AND
AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER
ORAL OR WRITTEN).


 


IN WITNESS WHEREOF, Assignor and Assignee have caused
this Assignment and Acceptance to be executed and delivered by their duly
authorized officers as of the date first above written.


 


	
   

  	
  [ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


A-2-5

















 


EXHIBIT B


 


Form of Borrowing Base Certificate


 


 


See attached.


 

















 


EXHIBIT C


 


Form of


 


COMPLIANCE CERTIFICATE


 


To:      Congress
Financial Corporation, as Agent

1133 Avenue of the Americas

New York, New York 10036


 


Ladies and Gentlemen:


 


Each of the
undersigned hereby certifies to you pursuant to Section 9.6 of the Loan
Agreement (as defined below) as follows:


 


1.             He/She is the duly elected Chief Financial Officer of
the Borrower (as defined below) with respect to which such person has executed
this document.  Capitalized terms used
herein without definition shall have the meanings given to such terms in that
certain Amended and Restated Loan and Security Agreement, dated March 16, 2004
(as the same may be amended, modified or supplemented from time to time, the “Loan
Agreement”), by and among Wachovia Bank National Association, as arranger,
Congress Financial Corporation as agent for the Persons party thereto as
lenders (in such capacity, “Agent”), The CIT Group/Business Credit,
Inc., as documentation agent, the Persons party thereto as lenders
(collectively, “Lenders”) and Lerner New York, Inc. (“Lerner”)
and Lernco, Inc., (“Lernco” and together with Lerner, “Borrowers”
and individually, each a “Borrower”).


 


2.             He/She
has reviewed the terms of the Loan Agreement, and has made, or has caused to be
made under his/her supervision, a review in reasonable detail of the
transactions and the financial condition of Borrowers and their Subsidiaries,
during the immediately preceding fiscal month.


 


3.             The
review described in Section 2 above did not disclose the existence during or at
the end of such fiscal month, and he/she has no knowledge of the existence and
continuance on the date hereof, of any condition or event which constitutes a Default
or an Event of Default, except as set forth on Schedule I attached hereto.  Described on Schedule I attached hereto are
the exceptions, if any, to this Section 3 listing, in detail, the nature of the
condition or event, the period during which it has existed and the action which
Borrowers or any Obligor has taken, is taking, or proposes to take with respect
to such condition or event.


 


4.             He/She
further certifies that, based on the review described in Section 2 above, no
Borrower or Obligor has at any time during or at the end of such fiscal month,
except as specifically described on Schedule II attached hereto or as permitted
by the Loan Agreement, done any of the following:


 


(a)           Changed
its corporate name, or transacted business under any trade name, style, or
fictitious name, other than those previously described to you and set forth in
the Financing Agreements.


 

















 


(b)           Changed
the location of its chief executive office, changed its jurisdiction of
incorporation, changed its type of organization or changed the location of or
disposed of any of its properties or assets (other than pursuant to the sale of
Inventory in the ordinary course of its business or as otherwise permitted by
Section 9.7 of the Loan Agreement), or established any new asset locations.


 


(c)           Materially
changed the terms upon which it sells goods (including sales on consignment) or
provides services, nor has any vendor or trade supplier to any Borrower or any
Obligor during or at the end of such period materially adversely changed the
terms upon which it supplies goods to such Borrower or such Obligor.


 


(d)           Permitted
or suffered to exist any security interest in or liens on any of its
properties, whether real or personal, other than as specifically permitted in
the Financing Agreements.


 


(e)           Received
any notice of, or obtained knowledge of any of the following not previously
disclosed to Agent:  (i) the occurrence
of any event involving the release, spill or discharge of any Hazardous
Material in violation of applicable Environmental Law in a material respect or
(ii) any investigation, proceeding, complaint, order, directive, claims,
citation or notice with respect to: (A) any non-compliance with or violation of
any applicable Environmental Law by any Borrower or any Obligor in any material
respect or (B) the release, spill or discharge of any Hazardous Material in
violation of applicable Environmental Law in a material respect or (C) the
generation, use, storage, treatment, transportation, manufacture, handling,
production or disposal of any Hazardous Materials in violation of applicable
Environmental Laws in a material respect or (D) any other environmental, health
or safety matter, which has a material adverse effect on any Borrower or any
Obligor or its business, operations or assets or any properties at which such
Borrower or such Obligor transported, stored or disposed of any Hazardous
Materials.


 


(f)            Become
aware of, obtained knowledge of, or received notification of, any breach or
violation of any material covenant contained in any instrument or agreement in
respect of Indebtedness for money borrowed by any Borrower or any Obligor.


 


5.             Attached
hereto as Schedule III are the calculations used in determining, as of the end
of such fiscal month whether Borrowers are in compliance with the covenants set
forth in Section 9.17 and Section 9.18 of the Loan Agreement for such
fiscal month.


 

















 


The foregoing
certifications are made and delivered this day of
                      ,
20    .


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  LERNER NEW YORK, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:  Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
  LERNCO, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:  Chief Financial
  Officer

  
					



 

















 


EXHIBIT I


 


Information Certificates


 


 


See attached.


 



















 


INFORMATION
CERTIFICATE


 


OF


 


LERNER
NEW YORK, INC.


 


 


Dated:  March      ,
2004


Congress Financial
Corporation

1133 Avenue of the Americas

New York, New York 10036


 


In order to assist you in
the evaluation of the financing you are considering of Lerner New York, Inc.
(the “Company”), to expedite the preparation of required documentation,
and to induce you to provide financing to the Company, we represent and warrant
to you the following information about the Company, its organizational
structure and other matters of interest to you:


 


1.                                       The
Company has been formed by filing the following document with the Secretary of
State of the State of Delaware:


 


ý                                    Certificate/Articles
of Incorporation


o                                    Certificate/Articles
of Organization


o                                    Other
[specify]


 


The date of formation of
the Company by the filing of the document specified above with the Secretary of
State was March 1, 1985.


 


2.                                       The
Company was not formed by filing a document with any Secretary of State.  The Company is organized as a [specify type
of organization, (e.g., general partnership, sole proprietorship, etc.)]
                                                      .  The Company’s governing document is a [name
legal document, if one exists, (e.g., partnership agreement, etc.)
    Not applicable


 


3.                                       The
full and exact name of the Company as set forth in the document specified in
Item 1 or 2, or (if no document is specified in Item 1 or 2) the full and exact
legal name used in the Company’s business, is: 


 


Lerner New York,
Inc.


 


4.                                       The
Company uses and owns the following trade name(s) in the operation of its
business (e.g. billing, advertising, etc.; note: do not include names which are
product names only):


 


Lerner New York

New York & Company

Lerner Stores


 


[Check one of the boxes
below.]


 


o                                    We
have attached a blank sample of every invoice that uses a tradename.


ý                                    We
do not use any tradename other than the tradenames listed in Item 4 on any
invoices.


 

















 


5.                                       The
Company maintains offices, leases or owns real estate, has employees, pays
taxes, or otherwise conducts business in the following States (including the
State of its organization):


 


See Schedule 5
attached hereto. 


 


6.                                       The
Company has filed the necessary documents with the Secretary of State to
qualify as a foreign corporation in the following States:


 


See Schedule 6
attached hereto.  


 


7.                                       The
Company’s authority to do business has been revoked or suspended, or the
Company is otherwise not in good standing in the following States:


 


Kansas
Secretary of State / Annual Report filed.


Illinois
Secretary of State / Annual Report filed.


 


8.                                       The
Company and its subsidiaries have all licenses and permits necessary for the
operation of the business of the Company, as such business is being operated as
of the date hereof.


 


9.                                       In
conducting its business activities, the Company is subject to regulation by
federal, state or local agencies or authorities (e.g., FDA, EPA, state or
municipal liquor licensing agencies, federal or state carrier commissions,
etc.) as follows:


 


Not
applicable


 


10.                                 The
Company has never been involved in a bankruptcy or reorganization except:
[explain]


 


None since the Parent’s
purchase of the Company in 1985.  We
have no knowledge of a bankruptcy or reorganization of the Company prior to
that time.


 


11.                                 Between
the date the Company was formed and now, the Company has used other names as
set forth below:


 


	
  Period of Time

  	
   

  	
  Prior Name

  
	
   

  	
   

  	
   

  
	
  From 3/1/85 to 4/12/85

  	
   

  	
  Milton Acquisition
  Corp.

  
	
  From 4/12/85 to 9/13/90

  	
   

  	
  Lerner Stores, Inc.

  
	
  From
                  
  to
                  

  	
   

  	
   

  



 


12.                                 Between
the date the Company was formed and now, the Company has made or entered into
mergers or acquisitions with other companies as set forth below:


 


None other than mergers
and reorganizations of internal companies in the ordinary course of business


 


13.                                 The
chief executive office of the Company is located at the street address set
forth below, which is in New York County, in the State of New York:


 


	
  450 West 33rd
  Street

  
	
  New York, NY 10001

  



 


2

















 


14.                                 The
books and records of the Company pertaining to accounts, contract rights,
inventory, etc. are located at the following street address:


 


	
  450 West 33rd
  Street

  	
   

  	
  Three Limited Parkway

  
	
  New York, NY 10001

  	
   

  	
  Columbus, OH 43216

  
	
   

  	
   

  	
   

  



 


15.                                 In
addition to the chief executive office, the Company has inventory, equipment or
other assets located at the addresses set forth below.  In each case, we have noted whether the
location is owned, leased or operated by third parties and the names and addresses
of any mortgagee, lessor or third party operator:


 


	
  Street Address with County

  	
   

  	
  Company’s
  Interest (e.g., owner,

  lessee or bailee)

  	
   

  	
  Name and
  Address of Third

  Party with Interest in Location 

  (e.g., mortgagee, lessor or 

  warehouseman)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


See
Schedule 15 attached hereto (does not include certain space of de minimus
value a few stores may lease during busy seasons to store a small amount of
surplus inventory).


 


16.                                 In
the course of its business, the Company’s inventory and/or other assets are
handled by the following customs brokers and/or freight forwarders:


 


	
  Name

  	
   

  	
  Address

  	
   

  	
  Type of Service/Assets Handled

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


See Schedule 16 attached

hereto.


 


17.                                 The
places of business or other locations of any assets used by the Company during
the last four (4) months other than those listed above are as follows:


 


None.


 


18.                                 The
Company is affiliated with, or has ownership in, the following entities
(including subsidiaries): 


 


	
  Name of Entity

  	
   

  	
  Chief Executive Office

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Percentage or

  Relationship

  
	
  NY & Co. Group,
  Inc.

  	
   

  	
  450 West 33rd
  Street

  New York, NY 10001

  	
   

  	
  Delaware

  	
   

  	
  Ultimate Parent / 100%

  
	
  Lerner New York
  Holding, Inc.

  	
   

  	
  450 West 33rd
  Street

  New York, NY 10001

  	
   

  	
  Delaware

  	
   

  	
  Parent / 100%

  
	
  Lernco, Inc.

  	
   

  	
  1105 North Market
  Street

  Wilmington, DE 19899

  	
   

  	
  Delaware

  	
   

  	
  Subsidiary of Parent /
  100%

  
	
  Nevada Receivable
  Factoring, Inc.

  	
   

  	
  3800 Howard Hughes

  Parkway, 7th
  Floor

  Las Vegas, Nevada

  	
   

  	
  Nevada

  	
   

  	
  Subsidiary of Parent /
  100%

  
	
  Associated Lerner Shops
  of 

  	
   

  	
  450 West 33rd
  Street 

  	
   

  	
  New York

  	
   

  	
  Subsidiary / 100%

  



 


3

















 


	
  Name of Entity

  	
   

  	
  Chief Executive Office

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  Ownership

  Percentage or

  Relationship

  
	
  America, Inc.

  	
   

  	
  New York, NY 10001

  	
   

  	
   

  	
   

  	
   

  
	
  Lerner New York GC, LLC

  	
   

  	
  10 West Broad Street,

  Suite 2100

  Columbus, Ohio 43215

  	
   

  	
  Ohio

  	
   

  	
  Subsidiary / 100%

  



 


19.                                 The
Federal Employer Identification Number of the Company is 13-3262137


 


20.                                 Under
the Company’s charter documents, and under the laws of the State in which the
Company is organized, the shareholders, members or other equity holders do not
have to consent in order for the Company to borrow money, incur debt or
obligations, pledge or mortgage the property of the Company, grant a security
interest in the property of the Company or guaranty the debt of obligations of
another person or entity.  


 


	
  ý  True

  	
   

  	
  o

  	
   

  	
  Incorrect [explain]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


The power to take the
foregoing actions is vested exclusively in the Board of Directors.


 


21.                                 The
officers of the Company (or people performing similar functions) and their
respective titles are as follows:


 


	
  Title

  	
   

  	
  Name

  
	
  See Schedule 21
  attached hereto.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


The following people will
have signatory powers as to all your of transactions with the Company:


 


The Officers authorized in the Company’s Board of
Director resolutions.


 


22.                                 With
respect to the officers noted above, such officers are affiliated with and hold
a 5% or more beneficial ownership in the following corporations (indicate name
and address of affiliated companies, type of operations, ownership percentage
or other relationship):


 


None.


 


4

















 


23.                                 The
Company is governed by the Board of Directors.  The members of such governing body of the Company are:


 


See Schedule 23 attached hereto.


 


24.                                 The
name of the stockholders, members, partners or other equity holders of the
Company and their equity holdings are as follows (if equity interests are
widely held indicate only equity owners with 10% or more of the equity
interests):


 


	
  Name

  	
   

  	
  No. of
  Shares or Units

  	
   

  	
  Ownership
  Percentage

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lerner New York
  Holding, Inc.

  	
   

  	
  100 Common Shares

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


25.                                 There
are no judgments or litigation pending by or against the Company, its
subsidiaries and/or affiliates or any of its officers/principals, except as
follows:


 


See Schedule 25 attached hereto


 


26.                                 At
the present time, there are no delinquent taxes due (including, but not limited
to, all payroll taxes, personal property taxes, real estate taxes or income
taxes) except as follows:


 


None.


 


27.                                 The
Company’s assets are owned and held free and clear of any security interests,
liens or attachments, except as follows:


 


	
  Lienholder

  	
   

  	
  Assets
  Pledged

  	
   

  	
  Amount of
  Debt Secured

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  See Schedule 27
  attached hereto.

  	
   

  	
   

  	
   

  	
   

  



 


28.                                 The
Company has not guaranteed and is not otherwise liable for the obligations of
others, except as follows:


 


No
liabilities subject to Letters of Credit that are issued and may be viewed as
guarantees.  This information has been
previously provided.


 


5

















 


29.                                 The
Company does not own or license any trademarks, patents, copyrights or other
intellectual property, except as follows (indicate type of intellectual
property and whether owned or licensed, registration number, date of
registration, and, if licensed, the name and address of the licensor):


 


	
  Type of Intellectual Property

  	
   

  	
  Registration

  Number and Date of

  Registration

  	
   

  	
  Owned or

  Licensed

  	
   

  	
  Name and
  Address of

  Licensor

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


30.                                 The
Company owns or uses the following materials (e.g., software, film footage,
scripts, etc.) that are subject to registration with the United States
Copyright Office, though at present copyright registrations have not been filed
with respect to such materials:


None.


 


31.                                 The
Company does not have any deposit or investment accounts with any bank, savings
and loan or other financial institution, except as follows, for the purposes
and of the types indicated:


 


	
  Bank Name and Branch Address

  	
   

  	
  Contact
  Person and

  Phone Number

  	
   

  	
  Account
  No.

  	
   

  	
  Purpose/Type

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  See Schedule 31
  attached hereto.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


32.                                 The
Company has no processing arrangements for credit card payments or payments
made by check (e.g. Telecheck) except as follows:


 


	
  Bank Name and Branch

  Address

  	
   

  	
  Contact
  Person and Phone Number

  	
   

  	
  Account
  No.

  
	
  Chase

  	
   

  	
  Christine Sloboth

  	
   

  	
  954-845-4875

  	
   

  	
  452013000990a

  
	
  ADS

  	
   

  	
  Mareuj Paule

  	
   

  	
  614-729-5124

  	
   

  	
  N/A

  
	
  AMEX

  	
   

  	
  Paul Gibbs

  	
   

  	
  877-692-6373 X6173

  	
   

  	
  N/A

  
	
  Discover

  	
   

  	
  Dawn Miller

  	
   

  	
  800-347-0258 X4564

  	
   

  	
  6011006443000014

  
	
  SOLUTRAN

  	
   

  	
  Ravon Rasmussen

  	
   

  	
  763-519-7239

  	
   

  	
  NA

  
	
  Telecheck

  	
   

  	
  Kim McCreven

  	
   

  	
  203-234-8276

  	
   

  	
  Lerner New York 6675

  
	
  Check Plus

  	
   

  	
  Steve O’Hara

  	
   

  	
  800-276-0696

  	
   

  	
  146

  
	
  SVS

  	
   

  	
  Michelle Brown

  	
   

  	
  502-326-4637

  	
   

  	
  N/A

  



 


33.                                 The
Company owns or has registered to it the following motor vehicles, the original
title certificates for which shall be delivered to Lender prior to
closing:   None.


 


34.                                 With
regard to any pension or profit sharing plan:


 


See
Schedule 34.


 


35.                                 The
Company’s fiscal year ends on the Saturday closest to January 31.  The results for fiscal year 2003 represent
the fifty-two week period ending January 31, 2003. The results for fiscal
year 2001 and fiscal year 2002 represent the fifty-two week period ending
February 2, 2002 and


 


6

















 


February 1, 2003
respectively.  Results for the fiscal years
2000 and 1999 represent the fifty-three week and fifty-two week periods ended
February 2, 2001 and January 29, 2000.


 


36.                                 Certified
Public Accountants for the Company is the firm of: 


 


	
  Name:

  	
   

  	
  Ernst & Young

  
	
  Address:

  	
   

  	
  5 Times Square

  New York, NY 10036-6530

  
	
  Telephone:

  	
   

  	
  (212) 773-1181

  
	
  Facsimile:

  	
   

  	
  (212) 773-1275

  
	
  E-Mail:

  	
   

  	
  jeff.chin@ey.com

  
	
  Partner Handling
  Relationship:

  	
   

  	
  Jeff Chin

  
	
  Were statements
  uncertified for any fiscal year?

  	
   

  	
  Statements for year end
  2002 (11/8/02-2/1/03) were certified

  



 


37.                                 The
Company’s counsel with respect to the proposed loan transaction is the firm of:


 


	
  Name:

  	
   

  	
  Kirkland & Ellis

  
	
  Address:

  	
   

  	
  Citigroup Center

  153 East 53rd Street

  New York, NY 10022

  
	
  Telephone:

  	
   

  	
  (212) 446-4800

  
	
  Facsimile:

  	
   

  	
  (212) 446-4900

  
	
  E-Mail:

  	
   

  	
  Adrian_van_schie@ny.kirkland.com

  
	
  Partner Handling
  Relationship:

  	
   

  	
  Adrian van Schie

  



 


38.                                 The
Company’s counsel with respect to matters other than the proposed loan
transaction, if different, is the firm of:


 


	
  Name:

  	
   

  	
  Same as above

  
	
  Address:

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  
	
  E-Mail:

  	
   

  	
   

  
	
  Partner Handling
  Relationship:

  	
   

  	
   

  



 


7

















 


We agree to give you
prompt written notice of any change or amendment with respect to any of the
foregoing information.  Until you
receive such notice, you will be entitled to rely in all respects on the
foregoing information.


 


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  LERNER NEW YORK,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald W.
  Ristau

  
	
   

  	
   

  	
  Title: Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  Madore

  
	
   

  	
  Title: EVP-CFO

  



 


8

















 


SCHEDULE 5


 


Alabama


Arizona


Arkansas


California


Colorado


Connecticut


Delaware


District of Columbia


Florida


Georgia


Idaho


Illinois


Indiana


Iowa


Kansas


Kentucky


Louisiana


Maine


Maryland


Massachusetts


Michigan


Minnesota


Mississippi


Missouri


Nebraska


Nevada


New Hampshire


New Jersey


New Mexico


New York


North Carolina


Ohio


Oklahoma


Oregon


Pennsylvania


Rhode Island


South Carolina


South Dakota


Tennessee


Texas


Utah


Vermont


Virginia


Washington


West Virginia


Wisconsin


Wyoming


 

















 


SCHEDULE 6


 


 


Alabama


Arizona


Arkansas


California


Colorado


Connecticut


Delaware


District of Columbia


Florida


Georgia


Idaho


Illinois


Indiana


Iowa


Kansas


Kentucky


Louisiana


Maine


Maryland


Massachusetts


Michigan


Minnesota


Mississippi


Missouri


Nebraska


Nevada


New Hampshire


New Jersey


New Mexico


New York


North Carolina


Ohio


Oklahoma


Oregon


Pennsylvania


Rhode Island


South Carolina


South Dakota


Tennessee


Texas


Utah


Vermont


Virginia


Washington


West Virginia


Wisconsin


Wyoming


 

















 


SCHEDULE 15


 


1.                                       450
West 33rd Street

New York, NY 10001


 


2.                                       Three
Limited Parkway

Columbus, OH 43216


 


3.                                       466-472
53rd Street, Brooklyn, NY (owned property)


 


4.                                       See
attached lease summaries for store listings.


 


5.                                       Sublease
Agreement, dated December 1, 2002 between Wilmington Trust Sp Services,
Inc. and Lernco, Inc.


 


6.                                       Premises
described in First Amendment dated October 31, 2003 to the Lease
Agreement, dated as of January 1, 2003, between Nevada Receivable
Factoring, Inc. and Smith & Francis. (144 sq. ft. - term of 24 months -
expires on December 31, 2004)


 


7.                                       Premises
described in First Amendment dated October 31, 2003 to the Lease
Agreement, dated January 1, 2003, between Lerner New York Holding, Inc.
and Smith & Francis (144 sq. ft. - term of 24 months - expires on
December 31, 2004).


 


8.                                       Premises
described in First Amendment dated October 31, 2003 to the Lease
Agreement, dated May 1, 2001, between Lerner New York Holding, Inc. and Smith
& Francis (192 sq. ft. - term of 30 years - expires on April 30,
2031).


 


 

















 


Store
List with Lease Status (Schedule 15.4)


As of February 28, 2004


 


	
  Str#

  	
   

  	
  Store Name

  	
   

  	
  Mall
  Address

  	
   

  	
  Store
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Phone1

  	
   

  	
  Phone2

  	
   

  	
  Lease

  Expiration

  	
   

  	
  Occupancy

  Status

  	
   

  
	
  1

  	
   

  	
  BROAD STREET

  	
   

  	
  733 BROAD STREET

  	
   

  	
   

  	
   

  	
  NEWARK

  	
   

  	
  NJ

  	
   

  	
  07102

  	
   

  	
  973-642-5554

  	
   

  	
  (973)
  622-5354

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  2

  	
   

  	
  BROADWAY MALL

  	
   

  	
  BROADWAY MALL

  	
   

  	
  202 BROADWAY MALL

  	
   

  	
  HICKSVILLE

  	
   

  	
  NY

  	
   

  	
  11801

  	
   

  	
  516-938-7320

  	
   

  	
  (516)
  938-7321

  	
   

  	
  1/31/2015

  	
   

  	
  Lease

  	
   

  
	
  5

  	
   

  	
  PERIMETER MALL

  	
   

  	
  1302 PERIMETER MALL

  	
   

  	
  4400 ASHFORD DUNWOODY RD NE

  	
   

  	
  ATLANTA

  	
   

  	
  GA

  	
   

  	
  30346

  	
   

  	
  770-394-0660

  	
   

  	
  (770)
  804-0490

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  7

  	
   

  	
  NASSAU STREET

  	
   

  	
  83 NASSAU STREET

  	
   

  	
   

  	
   

  	
  NEW YORK

  	
   

  	
  NY

  	
   

  	
  10038

  	
   

  	
  212-964-2864

  	
   

  	
  (999)
  999-9999

  	
   

  	
  3/30/2005

  	
   

  	
  Lease

  	
   

  
	
  10

  	
   

  	
  EASTGATE MALL

  	
   

  	
  EASTGATE MALL

  	
   

  	
  4601-712 EASTGATE BLVD.

  	
   

  	
  CINCINNATI

  	
   

  	
  OH

  	
   

  	
  45245

  	
   

  	
  513-752-8999

  	
   

  	
  (513)
  752-9391

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  11

  	
   

  	
  MYRTLE AVE.

  	
   

  	
  5723 MYRTLE AVE

  	
   

  	
   

  	
   

  	
  RIDGEWOOD

  	
   

  	
  NY

  	
   

  	
  11385

  	
   

  	
  718-456-9335

  	
   

  	
  (718)
  456-9485

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  12

  	
   

  	
  CROSS COUNTY

  	
   

  	
  CROSS COUNTY CENTER

  	
   

  	
  15-17 MALL WALK

  	
   

  	
  YONKERS

  	
   

  	
  NY

  	
   

  	
  10704

  	
   

  	
  914-963-8932

  	
   

  	
  (914)
  963-8733

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  13

  	
   

  	
  HANES MALL

  	
   

  	
  HANES MALL

  	
   

  	
  3320 SILAS CREEK PKW ST 5500

  	
   

  	
  WINSTON SALEM

  	
   

  	
  NC

  	
   

  	
  27103

  	
   

  	
  910-760-1545

  	
   

  	
  (336)
  760-3004

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  14

  	
   

  	
  FOX RIVER

  	
   

  	
   

  	
   

  	
  301 WISCONSIN AVE.

  	
   

  	
  GRAND CHUTE

  	
   

  	
  WI

  	
   

  	
  54913

  	
   

  	
  920-993-9148

  	
   

  	
  -

  	
   

  	
  1/30/2014

  	
   

  	
  Lease

  	
   

  
	
  15

  	
   

  	
  OAKRIDGE

  	
   

  	
   

  	
   

  	
  925 BLOSSOM HILL RD SUITE 1480 SP#V-12-V14

  	
   

  	
  SAN JOSE

  	
   

  	
  CA

  	
   

  	
  95123-1294

  	
   

  	
  408-281-1697

  	
   

  	
  -

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  16

  	
   

  	
  5TH AVE (BKLYN)

  	
   

  	
  5308 FIFTH AVENUE

  	
   

  	
   

  	
   

  	
  BROOKLYN

  	
   

  	
  NY

  	
   

  	
  11220

  	
   

  	
  718-492-9292

  	
   

  	
  (718)
  492-9292

  	
   

  	
  6/30/2006

  	
   

  	
  Lease

  	
   

  
	
  18

  	
   

  	
  BERGEN MALL

  	
   

  	
  328 BERGEN MALL

  	
   

  	
   

  	
   

  	
  PARAMUS

  	
   

  	
  NJ

  	
   

  	
  07652

  	
   

  	
  201-845-3460

  	
   

  	
  (201)
  845-5231

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  20

  	
   

  	
  BROADWAY

  	
   

  	
  BROADWAY

  	
   

  	
  4261 BROADWAY

  	
   

  	
  NEW YORK

  	
   

  	
  NY

  	
   

  	
  10033

  	
   

  	
  212-927-3624

  	
   

  	
  (212)
  923-8425

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  22

  	
   

  	
  GREAT SOUTH BAY

  	
   

  	
  GREAT SOUTH BAY SHOP CTR

  	
   

  	
  835 W MONTAUK HIGHWAY

  	
   

  	
  BABYLON

  	
   

  	
  NY

  	
   

  	
  11704

  	
   

  	
  631-661-4350

  	
   

  	
  (631)
  661-8215

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  23

  	
   

  	
  GREEN ACRES

  	
   

  	
  GREEN ACRES MALL

  	
   

  	
  1072 GREEN ACRES MALL

  	
   

  	
  VALLEY STREAM

  	
   

  	
  NY

  	
   

  	
  11581

  	
   

  	
  631-561-6360

  	
   

  	
  (516)
  561-6362

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  24

  	
   

  	
  HAWTHORNE CENTER

  	
   

  	
  HAWTHORN MALL

  	
   

  	
  413 HAWTHORN CENTER SP#12

  	
   

  	
  VERNON HILLS

  	
   

  	
  IL

  	
   

  	
  60061

  	
   

  	
  847-549-0181

  	
   

  	
  (847)
  549-0182

  	
   

  	
  6/30/2005

  	
   

  	
  Lease

  	
   

  
	
  25

  	
   

  	
  WHITE MARSH

  	
   

  	
  WHITE MARSH MALL

  	
   

  	
  8200 PERRY HALL BLVD.

  	
   

  	
  BALTIMORE

  	
   

  	
  MD

  	
   

  	
  21236

  	
   

  	
  410-931-7188

  	
   

  	
  (410)
  931-7189

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  26

  	
   

  	
  GWINNETT PL.

  	
   

  	
  2100 PLEASANT HILL ROAD

  	
   

  	
   

  	
   

  	
  DULUTH

  	
   

  	
  GA

  	
   

  	
  30136

  	
   

  	
  770-476-7625

  	
   

  	
  (770)
  476-2104

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  27

  	
   

  	
  MENLO PARK

  	
   

  	
  MENLO PARK

  	
   

  	
  408 MENLO PARK

  	
   

  	
  EDISON

  	
   

  	
  NJ

  	
   

  	
  08837

  	
   

  	
  732-603-7211

  	
   

  	
  (732)
  603-8249

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  28

  	
   

  	
  HOUSTON GALLERIA

  	
   

  	
   

  	
   

  	
  5135 WEST ALABAMA SPACE 5210A

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  77056

  	
   

  	
  713-840-8176

  	
   

  	
  -

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  29

  	
   

  	
  SMITH HAVEN

  	
   

  	
  SMITH HAVEN MALL

  	
   

  	
  3271 MIDDLE COUNTRY ROAD

  	
   

  	
  LAKE GROVE

  	
   

  	
  NY

  	
   

  	
  11755

  	
   

  	
  631-724-9220

  	
   

  	
  (516)
  724-9283

  	
   

  	
  6/30/2009

  	
   

  	
  Lease

  	
   

  
	
  31

  	
   

  	
  KINGS PLAZA

  	
   

  	
  5335 KINGS PLAZA

  	
   

  	
   

  	
   

  	
  BROOKLYN

  	
   

  	
  NY

  	
   

  	
  11234

  	
   

  	
  718-338-7373

  	
   

  	
  (718)
  338-1641

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  32

  	
   

  	
  HONEY CREEK MALL

  	
   

  	
  HONEY CREEK MALL

  	
   

  	
  3501 DIXIE BEE HWY

  	
   

  	
  TERRE HAUTE

  	
   

  	
  IN

  	
   

  	
  47802

  	
   

  	
  812-235-4350

  	
   

  	
  (812)
  235-6587

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  33

  	
   

  	
  CROSSGATES

  	
   

  	
  120 WASH. AVE EXT SP#D-209

  	
   

  	
   

  	
   

  	
  ALBANY

  	
   

  	
  NY

  	
   

  	
  12203

  	
   

  	
  518-456-0665

  	
   

  	
  (518)
  456-1126

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  34

  	
   

  	
  NORTH STAR MALL

  	
   

  	
  SUITE 860, NORTH STAR MALL

  	
   

  	
  7400 SAN PEDRO

  	
   

  	
  SAN ANTONIO

  	
   

  	
  TX

  	
   

  	
  78216

  	
   

  	
  210-340-5377

  	
   

  	
  (210)
  340-0079

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  37

  	
   

  	
  WEST OAKS

  	
   

  	
  WEST OAKS MALL

  	
   

  	
  209 WEST OAKS MALL

  	
   

  	
  HOUSTON

  	
   

  	
  TX

  	
   

  	
  77082

  	
   

  	
  281-531-1517

  	
   

  	
  (281)
  531-7150

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  46

  	
   

  	
  WILLOW BROOK

  	
   

  	
  WILLOW BROOK MALL

  	
   

  	
  1644 WILLOW BROOK MALL

  	
   

  	
  HOUSTON

  	
   

  	
  TX

  	
   

  	
  77070

  	
   

  	
  281-890-3018

  	
   

  	
  (281)
  890-5381

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  48

  	
   

  	
  MALL OF GEORGIA

  	
   

  	
  3333 BUFORD MALL SP# 2010

  	
   

  	
   

  	
   

  	
  BUFORD

  	
   

  	
  GA

  	
   

  	
  30518

  	
   

  	
  678-482-4903

  	
   

  	
  -

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  49

  	
   

  	
  HUDSON MALL

  	
   

  	
  RT 440 - SPACE 31-33

  	
   

  	
   

  	
   

  	
  JERSEY CITY

  	
   

  	
  NJ

  	
   

  	
  07304

  	
   

  	
  201-915-0812

  	
   

  	
  (201)
  915-0923

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  50

  	
   

  	
  GALLERY AT MKT. EAST

  	
   

  	
  THE GALLERY

  	
   

  	
  9TH & MARKET ST

  	
   

  	
  PHILADEPHIA

  	
   

  	
  PA

  	
   

  	
  19107

  	
   

  	
  215-627-2550

  	
   

  	
  (215)
  627-2557

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  52

  	
   

  	
  CROSSROADS MALL

  	
   

  	
  CROSSROADS MALL SPACE A-6

  	
   

  	
  4522 FREDERICKSBURG RD.

  	
   

  	
  SAN ANTONIO

  	
   

  	
  TX

  	
   

  	
  78201

  	
   

  	
  210-736-9578

  	
   

  	
  (210)
  736-9460

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  55

  	
   

  	
  MONDAWMIN

  	
   

  	
  MONDAWMIN MALL

  	
   

  	
  1200 MONDAWMIN MALL SP#2028

  	
   

  	
  BALTIMORE

  	
   

  	
  MD

  	
   

  	
  21215

  	
   

  	
  410-523-1636

  	
   

  	
  (410)
  225-7745

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  57

  	
   

  	
  EASTPOINT

  	
   

  	
  EASTPOINT MALL

  	
   

  	
  7801 EASTERN AVENUE

  	
   

  	
  BALTIMORE

  	
   

  	
  MD

  	
   

  	
  21224

  	
   

  	
  410-288-0540

  	
   

  	
  (410)
  288-1911

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  58

  	
   

  	
  CRYSTAL RUN

  	
   

  	
  1 GALLERIA DR SPACE A-105

  	
   

  	
   

  	
   

  	
  MIDDLETOWN

  	
   

  	
  NY

  	
   

  	
  10940

  	
   

  	
  845-692-8884

  	
   

  	
  (914)
  692-8851

  	
   

  	
  4/30/2007

  	
   

  	
  Lease

  	
   

  
	
  59

  	
   

  	
  COLLIN CREEK MALL

  	
   

  	
  COLLINS GREEK - SPACE 2083

  	
   

  	
   

  	
   

  	
  PLANO

  	
   

  	
  TX

  	
   

  	
  75075

  	
   

  	
  972-423-1448

  	
   

  	
  (972)
  422-1433

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  60

  	
   

  	
  PARKCHESTER

  	
   

  	
   

  	
   

  	
  1453 METROPOLITAN AVE SP# C-7

  	
   

  	
  Bronx

  	
   

  	
  NY

  	
   

  	
  10462

  	
   

  	
  718-904-9282

  	
   

  	
  -

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  61

  	
   

  	
  JEFFERSON VALLEY

  	
   

  	
  650 LEE BLVD SPACE D12

  	
   

  	
   

  	
   

  	
  YORKTOWN

  	
   

  	
  NY

  	
   

  	
  10598

  	
   

  	
  914-245-3442

  	
   

  	
  (914)
  245-3182

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  62

  	
   

  	
  HYLAN COMMONS

  	
   

  	
   

  	
   

  	
  430 NEW DORP LANE

  	
   

  	
  Staten Island

  	
   

  	
  NY

  	
   

  	
  10306

  	
   

  	
  718-668-0214

  	
   

  	
  -

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  65

  	
   

  	
  PARK CITY CENTER

  	
   

  	
  PARK CITY CENTER

  	
   

  	
  775 PARK CITY CENTER

  	
   

  	
  LANCASTER

  	
   

  	
  PA

  	
   

  	
  17601

  	
   

  	
  717-299-0233

  	
   

  	
  (717)
  299-1338

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  67

  	
   

  	
  EVERGREEN

  	
   

  	
  EVERGREEN MALL SPACE #J21

  	
   

  	
  9536 S. EVERGREEN PLAZA

  	
   

  	
  EVERGREEN PARK

  	
   

  	
  IL

  	
   

  	
  60642

  	
   

  	
  708-422-4411

  	
   

  	
  (708)
  422-7848

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  68

  	
   

  	
  VILLA LINDA

  	
   

  	
  VILLA LINDA

  	
   

  	
  4250 CERRILOS RD. #1094

  	
   

  	
  SANTE FE

  	
   

  	
  NM

  	
   

  	
  87505

  	
   

  	
  505-471-8268

  	
   

  	
  (505)
  438-0648

  	
   

  	
  12/31/2005

  	
   

  	
  Lease

  	
   

  
	
  69

  	
   

  	
  KING OF PRUSSIA

  	
   

  	
  KING OF PRUSSIA MALL

  	
   

  	
  160 N GULPH ROAD, Suite 1093

  	
   

  	
  KING OF PRUSSIA

  	
   

  	
  PA

  	
   

  	
  19406

  	
   

  	
  610-354-0560

  	
   

  	
  (610)
  354-0572

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  70

  	
   

  	
  DWNTN UNION CITY

  	
   

  	
  3701 BERGENLINE AVENUE

  	
   

  	
   

  	
   

  	
  UNION CITY

  	
   

  	
  NJ

  	
   

  	
  07087

  	
   

  	
  201-867-0364

  	
   

  	
  (201)
  867-8440

  	
   

  	
  6/30/2004

  	
   

  	
  Lease

  	
   

  
	
  75

  	
   

  	
  STATEN ISLAND MALL

  	
   

  	
  109 STATEN ISLAND MALL

  	
   

  	
  2655 RICHMOND AVE

  	
   

  	
  STATEN ISLAND

  	
   

  	
  NY

  	
   

  	
  10314

  	
   

  	
  718-698-8060

  	
   

  	
  (718)
  983-5531

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  78

  	
   

  	
  CHARLESTON TOWN CENTER

  	
   

  	
  1085 CHARLESTON TOWN CENTER

  	
   

  	
   

  	
   

  	
  CHARLESTON

  	
   

  	
  WV

  	
   

  	
  25389

  	
   

  	
  304-344-8540

  	
   

  	
  (304)
  344-0364

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  79

  	
   

  	
  WOODBRIDGE

  	
   

  	
  WOODBRIDGE CENTER

  	
   

  	
  188 WOODBRIDGE CENTER DR

  	
   

  	
  WOODBRIDGE

  	
   

  	
  NJ

  	
   

  	
  07095

  	
   

  	
  732-636-5430

  	
   

  	
  (732)
  636-5431

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  81

  	
   

  	
  MARLEY STATION

  	
   

  	
  MARLEY STATION SP-E 205

  	
   

  	
  7900 GOVERNOR RITCHIE HWY.

  	
   

  	
  GLEN BURNIE

  	
   

  	
  MD

  	
   

  	
  21061

  	
   

  	
  410-761-8205

  	
   

  	
  (410)
  761-8403

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  84

  	
   

  	
  TRUMBULL PARK

  	
   

  	
  5065 MAIN STREET SPACE 2108

  	
   

  	
   

  	
   

  	
  TRUMBULL

  	
   

  	
  CT

  	
   

  	
  06611

  	
   

  	
  203-374-9599

  	
   

  	
  (203)
  374-2079

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  85

  	
   

  	
  86TH STREET

  	
   

  	
  515-521 86TH STREET

  	
   

  	
   

  	
   

  	
  BROOKLYN

  	
   

  	
  NY

  	
   

  	
  11209

  	
   

  	
  718-680-2252

  	
   

  	
  (718)
  680-2255

  	
   

  	
  2/28/2006

  	
   

  	
  Lease

  	
   

  
	
  86

  	
   

  	
  WILTON MALL

  	
   

  	
  WILTON MALL

  	
   

  	
  3065 RT 50

  	
   

  	
  SARATOGA

  	
   

  	
  NY

  	
   

  	
  12866

  	
   

  	
  518-587-6847

  	
   

  	
  (518)
  587-7974

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  89

  	
   

  	
  GOLF MILL

  	
   

  	
  GOLF MILL CENTER

  	
   

  	
  270 GOLF MILL CENTER

  	
   

  	
  NILES

  	
   

  	
  IL

  	
   

  	
  60714

  	
   

  	
  847-827-9393

  	
   

  	
  (847)
  827-4123

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  91

  	
   

  	
  ARBOR PLACE

  	
   

  	
  6700 DOUGLAS BLVD SP # 1120

  	
   

  	
   

  	
   

  	
  DOUGLASVILLE

  	
   

  	
  GA

  	
   

  	
  30135

  	
   

  	
  770-489-0358

  	
   

  	
  -

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  92

  	
   

  	
  VISALIA MALL

  	
   

  	
  VISALIA MALL, SP. 605

  	
   

  	
  2053 S. MOONEY BLVD

  	
   

  	
  VISALIA

  	
   

  	
  CA

  	
   

  	
  93277

  	
   

  	
  559-732-7557

  	
   

  	
  (559)
  732-1080

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  94

  	
   

  	
  WIREGRASS MALL

  	
   

  	
  WIREGRASS COMMONS MALL 86

  	
   

  	
   

  	
   

  	
  DOTHAN

  	
   

  	
  AL

  	
   

  	
  36303

  	
   

  	
  334-794-3626

  	
   

  	
  (334)
  794-3672

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  95

  	
   

  	
  ST LOUIS GALLERIA

  	
   

  	
  2420 ST LOUIS GALLERIA

  	
   

  	
   

  	
   

  	
  RICHMOND HTS

  	
   

  	
  MO

  	
   

  	
  63117

  	
   

  	
  314-721-3707

  	
   

  	
  (314)
  721-2944

  	
   

  	
  3/15/2004

  	
   

  	
  Lease

  	
   

  
	
  96

  	
   

  	
  WILLOW GROVE

  	
   

  	
  WILLOW GROVE PARK

  	
   

  	
  2500 MORELAND RD. SP# 3000

  	
   

  	
  WILLOW GROVE

  	
   

  	
  PA

  	
   

  	
  19090

  	
   

  	
  215-657-3870

  	
   

  	
  (215)
  657-1584

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  97

  	
   

  	
  SQUARE ONE MALL

  	
   

  	
  SQUARE ONE

  	
   

  	
  1277 BROADWAY

  	
   

  	
  SAUGUS

  	
   

  	
  MA

  	
   

  	
  01906

  	
   

  	
  781-233-3304

  	
   

  	
  (781)
  233-1792

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  



 


9

















 


	
  Str#

  	
   

  	
  Store Name

  	
   

  	
  Mall
  Address

  	
   

  	
  Store
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Phone1

  	
   

  	
  Phone2

  	
   

  	
  Lease

  Expiration

  	
   

  	
  Occupancy

  Status

  	
   

  
	
  100

  	
   

  	
  BARTON CREEK

  	
   

  	
  BARTON CREEK SPACE D-6

  	
   

  	
  2901 CAPITOL OF TEXAS HWY

  	
   

  	
  AUSTIN

  	
   

  	
  TX

  	
   

  	
  78746

  	
   

  	
  512-327-1227

  	
   

  	
  (512)
  327-2433

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  106

  	
   

  	
  RIVEROAKS

  	
   

  	
  RIVER OAKS MALL

  	
   

  	
  RIVER OAKS CENTER RD. SP 49A

  	
   

  	
  CALUMET CITY

  	
   

  	
  IL

  	
   

  	
  60409

  	
   

  	
  708-862-5580

  	
   

  	
  (708)
  862-5584

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  107

  	
   

  	
  SOUTH PARK

  	
   

  	
  SOUTH PARK

  	
   

  	
  2310 SOUTHWEST MILITARY DR.

  	
   

  	
  SAN ANTONIO

  	
   

  	
  TX

  	
   

  	
  78224

  	
   

  	
  210-922-9508

  	
   

  	
  (210)
  922-1945

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  112

  	
   

  	
  THE AVENUES

  	
   

  	
  THE AVENUES SPACE # 164

  	
   

  	
  10300 SOUTHSIDE BLVD

  	
   

  	
  JACKSONVILLE

  	
   

  	
  FL

  	
   

  	
  32256

  	
   

  	
  904-363-1471

  	
   

  	
  (904)
  363-1157

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  114

  	
   

  	
  PYRAMID MALL

  	
   

  	
  PYRAMID MALL

  	
   

  	
  40 CATHERWOOD RD

  	
   

  	
  ITHACA

  	
   

  	
  NY

  	
   

  	
  14850

  	
   

  	
  607-257-6160

  	
   

  	
  (607)
  257-6142

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  116

  	
   

  	
  CENTURY PLAZA

  	
   

  	
  CENTURY PLAZA

  	
   

  	
  212 CENTURY PLAZA

  	
   

  	
  BIRMINGHAM

  	
   

  	
  AL

  	
   

  	
  35210

  	
   

  	
  205-591-8859

  	
   

  	
  (205)
  591-3687

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  117

  	
   

  	
  UPPER DARBY

  	
   

  	
  UPPER DARBY

  	
   

  	
  73 SOUTH 69TH STREET

  	
   

  	
  UPPER DARBY

  	
   

  	
  PA

  	
   

  	
  19082

  	
   

  	
  610-352-6293

  	
   

  	
  (610)
  352-1728

  	
   

  	
  6/30/2010

  	
   

  	
  Lease

  	
   

  
	
  118

  	
   

  	
  MADISON SQUARE

  	
   

  	
  MADISON SQUARE MALL

  	
   

  	
  5901 - 108 UNIVERSITY DR

  	
   

  	
  HUNTSVILLE

  	
   

  	
  AL

  	
   

  	
  35805

  	
   

  	
  256-830-0410

  	
   

  	
  (256)
  837-4991

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  119

  	
   

  	
  LAKESIDE CENTER

  	
   

  	
  LAKESIDE SHOPPING CTR

  	
   

  	
  LAKESIDE SHOPPING CENTER

  	
   

  	
  METAIRIE

  	
   

  	
  LA

  	
   

  	
  70002

  	
   

  	
  504-834-4506

  	
   

  	
  (504)
  832-4023

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  122

  	
   

  	
  TRI COUNTY

  	
   

  	
  TRICOUNTY CENTER

  	
   

  	
  11700 PRINCETON PIKE

  	
   

  	
  CINCINNATI

  	
   

  	
  OH

  	
   

  	
  45246

  	
   

  	
  513-671-4881

  	
   

  	
  (513)
  671-4882

  	
   

  	
  2/28/2011

  	
   

  	
  Lease

  	
   

  
	
  131

  	
   

  	
  SILVER CITY

  	
   

  	
  GALLERIA MALL

  	
   

  	
  2 GALLERIA MALL DR

  	
   

  	
  TAUNTON

  	
   

  	
  MA

  	
   

  	
  02718

  	
   

  	
  508-823-7274

  	
   

  	
  (508)
  823-8364

  	
   

  	
  2/28/2007

  	
   

  	
  Lease

  	
   

  
	
  132

  	
   

  	
  OAKVIEW

  	
   

  	
  OAKVIEW MALL SUITE 1075

  	
   

  	
  3001 SOUTH 144TH STREET

  	
   

  	
  OMAHA

  	
   

  	
  NE

  	
   

  	
  68144

  	
   

  	
  402-697-0951

  	
   

  	
  (402)
  397-1120

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  136

  	
   

  	
  DEARBROOK

  	
   

  	
  DEERBROOK

  	
   

  	
  20231 HWY. 59, SUITE 1268

  	
   

  	
  HUMBLE

  	
   

  	
  TX

  	
   

  	
  77338

  	
   

  	
  281-446-7551

  	
   

  	
  (281)
  446-7894

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  137

  	
   

  	
  GREENVILLE MALL

  	
   

  	
  GREENVILLE MALL SPACE 29

  	
   

  	
  1651 HWY 1 SOUTH

  	
   

  	
  GREENVILLE

  	
   

  	
  MS

  	
   

  	
  38701

  	
   

  	
  662-332-0070

  	
   

  	
  (601)
  332-0074

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  139

  	
   

  	
  CHARLESTOWNE

  	
   

  	
  CHARLESTOWNE MALL SP F 107

  	
   

  	
  3102 E. MAINE STREET

  	
   

  	
  ST CHARLES

  	
   

  	
  IL

  	
   

  	
  60174

  	
   

  	
  630-377-6911

  	
   

  	
  (630)
  377-6094

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  140

  	
   

  	
  MEMORIAL CITY

  	
   

  	
  MEMORIAL CITY

  	
   

  	
  700 MEMORIAL CITY SHOPPING C

  	
   

  	
  HOUSTON

  	
   

  	
  TX

  	
   

  	
  77024

  	
   

  	
  713-461-8079

  	
   

  	
  (713)
  461-1021

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  141

  	
   

  	
  NESHAMINY

  	
   

  	
  320 NESHAMINY MALL

  	
   

  	
   

  	
   

  	
  BENSALEM

  	
   

  	
  PA

  	
   

  	
  19020

  	
   

  	
  215-364-8326

  	
   

  	
  (215)
  364-9529

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  143

  	
   

  	
  ACADIANA MALL

  	
   

  	
  ACADIANA MALL

  	
   

  	
  5725 JOHNSTON ST, #2088

  	
   

  	
  LAFAYETTE

  	
   

  	
  LA

  	
   

  	
  70503

  	
   

  	
  337-984-8172

  	
   

  	
  (318)
  984-1199

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  144

  	
   

  	
  OAKDALE MALL

  	
   

  	
  OAKDALE MALL

  	
   

  	
  HARRY L DR & REYNOLDS RD

  	
   

  	
  JOHNSON CITY

  	
   

  	
  NY

  	
   

  	
  13790

  	
   

  	
  607-798-1957

  	
   

  	
  (607)
  798-8061

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  145

  	
   

  	
  POUGHKEEPSIE MALL

  	
   

  	
  POUGHKEEPSIE GALLERIA

  	
   

  	
  790 SOUTH ROAD SP# A211

  	
   

  	
  POUGHKEEPSIE

  	
   

  	
  NY

  	
   

  	
  12601

  	
   

  	
  845-297-5058

  	
   

  	
  (914)
  297-8524

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  147

  	
   

  	
  MALL OF THE MAINLAND

  	
   

  	
  MALL OF THE MAINLAND

  	
   

  	
  10000 EMMETT S. LOWRY EXPY.

  	
   

  	
  TEXAS CITY

  	
   

  	
  TX

  	
   

  	
  77591

  	
   

  	
  409-986-5763

  	
   

  	
  (409)
  986-7285

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  149

  	
   

  	
  SOUTH TOWNE MALL

  	
   

  	
  10450 S. STATE STREET #1112

  	
   

  	
   

  	
   

  	
  SANDY

  	
   

  	
  UT

  	
   

  	
  84070

  	
   

  	
  801-576-1187

  	
   

  	
  (801)
  576-2586

  	
   

  	
  9/30/2004

  	
   

  	
  Lease

  	
   

  
	
  152

  	
   

  	
  WESTLAND CENTER

  	
   

  	
  WESTLAND CENTER

  	
   

  	
  3500 W WARREN, 141 SW CTR RD

  	
   

  	
  WESTLAND

  	
   

  	
  MI

  	
   

  	
  48185

  	
   

  	
  734-525-8380

  	
   

  	
  (734)
  525-0145

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  157

  	
   

  	
  BONITA LAKES

  	
   

  	
  BONITA LAKES MALL

  	
   

  	
  1400 BONITA LAKES CIRCLE

  	
   

  	
  MERIDIAN

  	
   

  	
  MS

  	
   

  	
  39301

  	
   

  	
  601-485-9262

  	
   

  	
  (601)
  485-8220

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  160

  	
   

  	
  MARKET PLACE

  	
   

  	
  MARKET PLACE SHOPPING CENTER

  	
   

  	
  2000 NORTH NEIL STREET

  	
   

  	
  CHAMPAIGN

  	
   

  	
  IL

  	
   

  	
  61820

  	
   

  	
  217-351-6101

  	
   

  	
  (217)
  351-7074

  	
   

  	
  5/31/2007

  	
   

  	
  Lease

  	
   

  
	
  163

  	
   

  	
  CORAL SQUARE

  	
   

  	
  CORAL SQUARE

  	
   

  	
  9175 W ATLANTIC BLVD

  	
   

  	
  CORAL SPRINGS

  	
   

  	
  FL

  	
   

  	
  33071

  	
   

  	
  954-755-4570

  	
   

  	
  (954)
  753-7195

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  164

  	
   

  	
  NORTHSHORE SHOPPING CTR

  	
   

  	
  NORTHSHORE MALL

  	
   

  	
  RTS 114 & 128

  	
   

  	
  PEBODY

  	
   

  	
  MA

  	
   

  	
  01960

  	
   

  	
  978-531-4850

  	
   

  	
  (978)
  532-8411

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  165

  	
   

  	
  LAKESHORE

  	
   

  	
  LAKESHORE MALL

  	
   

  	
  901 US HWY 27 N

  	
   

  	
  SEBRING

  	
   

  	
  FL

  	
   

  	
  33870

  	
   

  	
  863-471-0865

  	
   

  	
  (941)
  471-0608

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  169

  	
   

  	
  WARWICK MALL

  	
   

  	
  WARWICK MALL

  	
   

  	
  400 BALD HILL RD

  	
   

  	
  WARWICK

  	
   

  	
  RI

  	
   

  	
  02886

  	
   

  	
  401-739-2313

  	
   

  	
  (401)
  739-8154

  	
   

  	
  10/31/2005

  	
   

  	
  Lease

  	
   

  
	
  172

  	
   

  	
  MAINE MALL

  	
   

  	
  MAINE MALL

  	
   

  	
  211 MAINE MALL

  	
   

  	
  SO. PORTLAND

  	
   

  	
  ME

  	
   

  	
  04106

  	
   

  	
  207-774-1771

  	
   

  	
  (207)
  774-0472

  	
   

  	
  8/31/2006

  	
   

  	
  Lease

  	
   

  
	
  173

  	
   

  	
  EASTVIEW

  	
   

  	
  EASTVIEW MALL SPACE #156

  	
   

  	
  7979 VICTOR PITTSFORD RD

  	
   

  	
  VICTOR

  	
   

  	
  NY

  	
   

  	
  14564

  	
   

  	
  585-425-9940

  	
   

  	
  (716)
  425-9941

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  174

  	
   

  	
  ROOSEVELT FIELD

  	
   

  	
  ROOSEVELT FIELD SHOPPING CTR

  	
   

  	
   

  	
   

  	
  GARDEN CITY

  	
   

  	
  NY

  	
   

  	
  11530

  	
   

  	
  516-248-8205

  	
   

  	
  (516)
  248-8299

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  175

  	
   

  	
  CHELTENHAM

  	
   

  	
  CHELTENHAM SQUARE

  	
   

  	
  2343 CHELTENHAM AVE

  	
   

  	
  PHILADELPHIA

  	
   

  	
  PA

  	
   

  	
  19150

  	
   

  	
  215-887-3282

  	
   

  	
  (215)
  887-5142

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  176

  	
   

  	
  GLENDALE GALLERIA

  	
   

  	
  GLENDALE GALLERIA

  	
   

  	
  1174 GLENDALE GALLERIA

  	
   

  	
  GLENDALE

  	
   

  	
  CA

  	
   

  	
  91210

  	
   

  	
  818-246-9869

  	
   

  	
  (818)
  246-9920

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  177

  	
   

  	
  WHEATON PLAZA

  	
   

  	
  WHEATON PLAZA

  	
   

  	
  11160 VIERS MILL ROAD

  	
   

  	
  SILVER SPRING

  	
   

  	
  MD

  	
   

  	
  20902

  	
   

  	
  301-933-6487

  	
   

  	
  (301)
  949-9276

  	
   

  	
  2/28/2005

  	
   

  	
  Lease

  	
   

  
	
  178

  	
   

  	
  MONMOUTH MALL

  	
   

  	
  MONMOUTH SHOPPING CENTER

  	
   

  	
   

  	
   

  	
  EATONTOWN

  	
   

  	
  NJ

  	
   

  	
  07724

  	
   

  	
  732-542-3670

  	
   

  	
  (732)
  542-9198

  	
   

  	
  8/31/2006

  	
   

  	
  Lease

  	
   

  
	
  183

  	
   

  	
  DADELAND CENTER

  	
   

  	
  DADELAND MALL

  	
   

  	
  7427 N KENDALL DRIVE SP#7219

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33156

  	
   

  	
  305-666-3475

  	
   

  	
  (305)
  661-8938

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  186

  	
   

  	
  TOWER PLACE

  	
   

  	
  TOWER PLACE MALL SP 101

  	
   

  	
  441 VINE ST

  	
   

  	
  CINCINNATI

  	
   

  	
  OH

  	
   

  	
  45200

  	
   

  	
  513-333-0146

  	
   

  	
  (513)
  333-0147

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  188

  	
   

  	
  EDGEWATER PLAZA

  	
   

  	
  EDGEWATER PLAZA

  	
   

  	
  2600 BEACH BLVD

  	
   

  	
  BILOXI

  	
   

  	
  MS

  	
   

  	
  39531

  	
   

  	
  228-388-5831

  	
   

  	
  (228)
  385-1026

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  189

  	
   

  	
  FRIENDLY CENTER

  	
   

  	
  FRIENDLY CENTER

  	
   

  	
  3100 KATHLEEN AVE

  	
   

  	
  GREENSBORO

  	
   

  	
  NC

  	
   

  	
  27408

  	
   

  	
  336-854-3980

  	
   

  	
  (336)
  854-4191

  	
   

  	
  3/31/2007

  	
   

  	
  Lease

  	
   

  
	
  191

  	
   

  	
  EDISON MALL

  	
   

  	
  EDISON MALL SHOPPING CTR

  	
   

  	
  4125 CLEVELAND AVE Sp# 129

  	
   

  	
  FT. MYERS

  	
   

  	
  FL

  	
   

  	
  33901

  	
   

  	
  239-936-4740

  	
   

  	
  (941)
  275-9803

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  192

  	
   

  	
  TYRONE SQUARE

  	
   

  	
  TYRONE SQUARE

  	
   

  	
  6746 Tyrone Square

  	
   

  	
  ST. PETERSBURG

  	
   

  	
  FL

  	
   

  	
  33710

  	
   

  	
  727-384-2032

  	
   

  	
  (727)
  347-1798

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  193

  	
   

  	
  WEST SHORE PLAZA

  	
   

  	
  NORTH SHORE PLAZA

  	
   

  	
  216 WEST SHORE BLVD

  	
   

  	
  TAMPA

  	
   

  	
  FL

  	
   

  	
  33609

  	
   

  	
  813-287-2251

  	
   

  	
  (813)
  287-8075

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  194

  	
   

  	
  REGENCY SQUARE

  	
   

  	
  95 REGENCY SQUARE

  	
   

  	
  9501 ARLINGTON EXPRESSWAY

  	
   

  	
  JACKSONVILLE

  	
   

  	
  FL

  	
   

  	
  32225

  	
   

  	
  904-721-2088

  	
   

  	
  (904)
  725-1610

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  195

  	
   

  	
  BEL AIR MALL

  	
   

  	
  BELAIR MALL

  	
   

  	
  3277 BEL AIR MALL SP#G14

  	
   

  	
  MOBILE

  	
   

  	
  AL

  	
   

  	
  36606

  	
   

  	
  251-476-5190

  	
   

  	
  (334)
  473-4801

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  200

  	
   

  	
  EASTLAND MALL

  	
   

  	
  EASTLAND MALL

  	
   

  	
  5455 CENTRAL AVENUE

  	
   

  	
  CHARLOTTE

  	
   

  	
  NC

  	
   

  	
  28212

  	
   

  	
  704-536-2707

  	
   

  	
  (704)
  563-7075

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  201

  	
   

  	
  FORD CITY CENTER

  	
   

  	
  FORD CITY SHOPPING CTR

  	
   

  	
  7601 S CICERO ROAD

  	
   

  	
  CHICAGO

  	
   

  	
  IL

  	
   

  	
  60652

  	
   

  	
  773-581-4114

  	
   

  	
  (773)
  581-4883

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  204

  	
   

  	
  EXTON SQUARE MALL

  	
   

  	
  EXTON SQUARE MALL

  	
   

  	
  176 EXTON SQUARE SP# 176

  	
   

  	
  EXTON

  	
   

  	
  PA

  	
   

  	
  19341

  	
   

  	
  610-594-9501

  	
   

  	
  (610)
  594-9519

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  209

  	
   

  	
  HAMILTON CENTER.

  	
   

  	
  HAMILTON SQUARE MALL

  	
   

  	
  100 W BLACKHORSE PIKE SP#251

  	
   

  	
  MAYS LANDING

  	
   

  	
  NJ

  	
   

  	
  08330

  	
   

  	
  609-484-9160

  	
   

  	
  (609)
  484-9161

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  210

  	
   

  	
  NORTHGATE MALL

  	
   

  	
  NORTHGATE MALL SP 164

  	
   

  	
  9501 COLERAIN AVENUE

  	
   

  	
  CINCINNATI

  	
   

  	
  OH

  	
   

  	
  45251

  	
   

  	
  513-741-1480

  	
   

  	
  -1

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  211

  	
   

  	
  BROOKWOOD MALL

  	
   

  	
  BROOKWOOD MALL

  	
   

  	
  768 BROOKWOOD VILLAGE MALL

  	
   

  	
  BIRMINGHAM

  	
   

  	
  AL

  	
   

  	
  35209

  	
   

  	
  205-870-5169

  	
   

  	
  (205)
  870-4275

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  212

  	
   

  	
  ASHEVILLE

  	
   

  	
  ASHEVILLE MALL SHOPPING CTR.

  	
   

  	
  3 SOUTH TUNNEL ROAD

  	
   

  	
  ASHEVILLE

  	
   

  	
  NC

  	
   

  	
  28805

  	
   

  	
  828-298-3528

  	
   

  	
  (828)
  298-2216

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  213

  	
   

  	
  CROSSROADS MALL

  	
   

  	
  CROSSROADS MALL

  	
   

  	
  6650 WEST WESTNEDGE AVE

  	
   

  	
  PORTAGE

  	
   

  	
  MI

  	
   

  	
  49002

  	
   

  	
  616-324-3645

  	
   

  	
  (616)
  324-3622

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  215

  	
   

  	
  SOUTHERN PARK

  	
   

  	
  SOUTHERN PARK SHOPPING CTR

  	
   

  	
  7401 MARKET STREET

  	
   

  	
  YOUNGSTOWN

  	
   

  	
  OH

  	
   

  	
  44512

  	
   

  	
  330-726-9487

  	
   

  	
  (330)
  726-1115

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  223

  	
   

  	
  SOUTHGATE PLAZA

  	
   

  	
  SOUTHGATE PLAZA

  	
   

  	
  1014 UNION RD

  	
   

  	
  SENECA

  	
   

  	
  NY

  	
   

  	
  14224

  	
   

  	
  716-674-6687

  	
   

  	
  (716)
  674-8608

  	
   

  	
  8/31/2004

  	
   

  	
  Lease

  	
   

  
	
  224

  	
   

  	
  COLONIE MALL

  	
   

  	
  COLONIE MALL

  	
   

  	
  131 COLONIE CENTER SP 337

  	
   

  	
  ALBANY

  	
   

  	
  NY

  	
   

  	
  12205

  	
   

  	
  518-437-0027

  	
   

  	
  (518)
  437-0561

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  226

  	
   

  	
  ARROWHEAD MALL

  	
   

  	
  ARROWHEAD MALL SPACE 1208

  	
   

  	
   

  	
   

  	
  GLENDALE

  	
   

  	
  AZ

  	
   

  	
  85308

  	
   

  	
  623-486-7836

  	
   

  	
  (602)
  486-7849

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  



 


10

















 


	
  Str#

  	
   

  	
  Store Name

  	
   

  	
  Mall
  Address

  	
   

  	
  Store
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Phone1

  	
   

  	
  Phone2

  	
   

  	
  Lease

  Expiration

  	
   

  	
  Occupancy

  Status

  	
   

  
	
  227

  	
   

  	
  LAGUNA HILLS

  	
   

  	
  24155 LUGUNA HILLS

  	
   

  	
  SPACE# 1710

  	
   

  	
  LAGUNA HILLS

  	
   

  	
  CA

  	
   

  	
  92653

  	
   

  	
  949-855-9581

  	
   

  	
  (949)
  855-9584

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  233

  	
   

  	
  EASTWOOD MALL

  	
   

  	
  EASTWOOD MALL, UNIT 546

  	
   

  	
  5555 YOUNGSTOWN-WARREN RD.

  	
   

  	
  NILES

  	
   

  	
  OH

  	
   

  	
  44446

  	
   

  	
  330-544-1185

  	
   

  	
  (330)
  544-1183

  	
   

  	
  8/31/2007

  	
   

  	
  Lease

  	
   

  
	
  236

  	
   

  	
  FOUR SEASONS

  	
   

  	
  FOUR SEASON MALL

  	
   

  	
  110 FOUR SEASONS MALL

  	
   

  	
  GREENSBORO

  	
   

  	
  NC

  	
   

  	
  27407

  	
   

  	
  336-294-5434

  	
   

  	
  (336)
  299-2024

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  237

  	
   

  	
  GALLERIA @SUNSET

  	
   

  	
  1300 SUNSET BLVD #137

  	
   

  	
   

  	
   

  	
  HENDERSON

  	
   

  	
  NV

  	
   

  	
  89014

  	
   

  	
  702-898-9880

  	
   

  	
  (702)
  898-9957

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  238

  	
   

  	
  EASTRIDGE

  	
   

  	
  EASTRIDGE MALL

  	
   

  	
  130 EASTRIDGE MALL

  	
   

  	
  GASTONIA

  	
   

  	
  NC

  	
   

  	
  28053

  	
   

  	
  704-865-2654

  	
   

  	
  (704)
  865-2236

  	
   

  	
  6/30/2004

  	
   

  	
  Lease

  	
   

  
	
  241

  	
   

  	
  BRANDON TOWN CTR

  	
   

  	
  BRANDON TOWN CENTER

  	
   

  	
  SPACE 407

  	
   

  	
  BRANDON

  	
   

  	
  FL

  	
   

  	
  33511

  	
   

  	
  813-654-9577

  	
   

  	
  (813)
  654-2650

  	
   

  	
  2/14/2007

  	
   

  	
  Lease

  	
   

  
	
  242

  	
   

  	
  SPRINGFIELD MALL

  	
   

  	
  6760 SPRINGFIELD MALL

  	
   

  	
  327 S SALINA STREET

  	
   

  	
  SPRINGFIELD

  	
   

  	
  VA

  	
   

  	
  22150

  	
   

  	
  703-313-0464

  	
   

  	
  (703)
  313-0467

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  243

  	
   

  	
  TURTLE CREEK MALL

  	
   

  	
  TURTLE CREEK MALL SPACE 243

  	
   

  	
  1000 TURTLECREEK DRIVE

  	
   

  	
  HATTIESBURG

  	
   

  	
  MS

  	
   

  	
  39402

  	
   

  	
  601-264-2404

  	
   

  	
  (601)
  264-2746

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  246

  	
   

  	
  MARKET PLACE

  	
   

  	
  MARKET PLACE MALL

  	
   

  	
  2066 MARKETPLACE MALL

  	
   

  	
  ROCHESTER

  	
   

  	
  NY

  	
   

  	
  14623

  	
   

  	
  585-424-4438

  	
   

  	
  (716)
  424-4496

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  247

  	
   

  	
  HARLEM-IRVING

  	
   

  	
  HARLEM-IRVING PLAZA -

  	
   

  	
  4190E NORTH HARLEM AVENUE

  	
   

  	
  CHICAGO

  	
   

  	
  IL

  	
   

  	
  60634

  	
   

  	
  773-625-3986

  	
   

  	
  (773)
  625-9684

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  252

  	
   

  	
  NORTHTOWN MALL

  	
   

  	
  NORTHTOWN MALL

  	
   

  	
  200 NORTHTON DRIVE SP# D-12

  	
   

  	
  BLAINE

  	
   

  	
  MN

  	
   

  	
  55434

  	
   

  	
  763-785-0859

  	
   

  	
  (612)
  785-1187

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  253

  	
   

  	
  INDEPENDENCE

  	
   

  	
  2060 INDEPENDENCE CENTER

  	
   

  	
   

  	
   

  	
  INDEPENDENCE

  	
   

  	
  MO

  	
   

  	
  64057

  	
   

  	
  816-795-0444

  	
   

  	
  (816)
  795-0058

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  256

  	
   

  	
  NORTHLAKE MALL

  	
   

  	
  1401 NORTHLAKE MALL

  	
   

  	
   

  	
   

  	
  ATLANTA

  	
   

  	
  GA

  	
   

  	
  30345

  	
   

  	
  770-493-1970

  	
   

  	
  (770)
  493-3580

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  257

  	
   

  	
  STONERIDGE MALL

  	
   

  	
  STONERIDGE MALL

  	
   

  	
  2329 STONERIDGE MALL SP#-212

  	
   

  	
  PLEASATON

  	
   

  	
  CA

  	
   

  	
  94588

  	
   

  	
  925-225-0395

  	
   

  	
  -

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  258

  	
   

  	
  HUDSON VALLEY MALL

  	
   

  	
  HUDSON VALLEY MALL

  	
   

  	
  1300 ULSTER AVE

  	
   

  	
  KINGSTON

  	
   

  	
  NY

  	
   

  	
  12401

  	
   

  	
  845-336-4352

  	
   

  	
  (914)
  336-5224

  	
   

  	
  5/31/2004

  	
   

  	
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  260

  	
   

  	
  FAIRVIEW PARK

  	
   

  	
  WESTGATE MALL

  	
   

  	
  3071 WESTGATE MALL

  	
   

  	
  FAIRVIEW PARK

  	
   

  	
  OH

  	
   

  	
  44126

  	
   

  	
  440-331-9490

  	
   

  	
  (440)
  331-9146

  	
   

  	
  1/31/2005

  	
   

  	
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  262

  	
   

  	
  NEWPORT CENTRE

  	
   

  	
  30-148 MALL DRIVE WEST

  	
   

  	
   

  	
   

  	
  JERSEY CITY

  	
   

  	
  NJ

  	
   

  	
  07302

  	
   

  	
  201-792-2433

  	
   

  	
  (201)
  792-7891

  	
   

  	
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  263

  	
   

  	
  LEHIGH VALLEY MALL

  	
   

  	
  LEHIGH VALLEY MALL

  	
   

  	
  153 LEHIGH VALLEY MALL

  	
   

  	
  WHITEHALL

  	
   

  	
  PA

  	
   

  	
  18052

  	
   

  	
  610-264-5266

  	
   

  	
  (610)
  264-5402

  	
   

  	
  1/31/2005

  	
   

  	
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  268

  	
   

  	
  NORTHPOINT MALL

  	
   

  	
  NORTH POINT MALL

  	
   

  	
  11350 HAYNES BRGE RD SP2040

  	
   

  	
  ALPHARETTA

  	
   

  	
  GA

  	
   

  	
  30202

  	
   

  	
  770-475-2047

  	
   

  	
  (770)
  475-4738

  	
   

  	
  1/31/2006

  	
   

  	
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  269

  	
   

  	
  MALL @ WELLINGTON

  	
   

  	
  MALL @ WELLINGTON

  	
   

  	
  2237 US HIGHWAY 441 SP# 207

  	
   

  	
  WELLINGTON

  	
   

  	
  FL

  	
   

  	
  33414

  	
   

  	
  561-333-1451

  	
   

  	
  -

  	
   

  	
  1/31/2012

  	
   

  	
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  270

  	
   

  	
  LINCOLN MALL

  	
   

  	
  149 LINCOLN MALL

  	
   

  	
   

  	
   

  	
  MATTESON

  	
   

  	
  IL

  	
   

  	
  60443

  	
   

  	
  708-481-6705

  	
   

  	
  (708)
  481-7211

  	
   

  	
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  272

  	
   

  	
  SHOPPINGTOWN

  	
   

  	
  SHOPPINGTOWN MALL

  	
   

  	
  3649 ERIE BLVD EAST

  	
   

  	
  SYRACUSE

  	
   

  	
  NY

  	
   

  	
  13214

  	
   

  	
  315-446-3620

  	
   

  	
  (315)
  446-8852

  	
   

  	
  1/31/2007

  	
   

  	
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  278

  	
   

  	
  PARMATOWN

  	
   

  	
  PARMATOWN SHOPPING CENTER

  	
   

  	
  7987 WEST RIDGEWOOD DR

  	
   

  	
  PARMA

  	
   

  	
  OH

  	
   

  	
  44129

  	
   

  	
  440-886-1858

  	
   

  	
  (440)
  886-5296

  	
   

  	
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  281

  	
   

  	
  CONNECTICUT POST

  	
   

  	
  1201 BOSTON ROAD

  	
   

  	
   

  	
   

  	
  MILFORD

  	
   

  	
  CT

  	
   

  	
  06460

  	
   

  	
  203-876-8044

  	
   

  	
  (203)
  876-7865

  	
   

  	
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  283

  	
   

  	
  WOODFIELD

  	
   

  	
  WOODFIELD MALL F-112

  	
   

  	
   

  	
   

  	
  SCHAUMBURG

  	
   

  	
  IL

  	
   

  	
  60173

  	
   

  	
  847-330-0552

  	
   

  	
  (847)
  330-0558

  	
   

  	
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  284

  	
   

  	
  HULEN MALL

  	
   

  	
  26 HULEN MALL

  	
   

  	
  4800 HULEN STREET

  	
   

  	
  FT. WORTH

  	
   

  	
  TX

  	
   

  	
  76132

  	
   

  	
  817-294-1860

  	
   

  	
  (817)
  294-7047

  	
   

  	
  1/31/2006

  	
   

  	
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  287

  	
   

  	
  WASHINGTON SQUARE

  	
   

  	
  WASHINGTON SQUARE

  	
   

  	
  316 WASHINGTON SQ

  	
   

  	
  INDIANAPOLIS

  	
   

  	
  IN

  	
   

  	
  46229

  	
   

  	
  317-899-4444

  	
   

  	
  (317)
  899-1674

  	
   

  	
  1/31/2005

  	
   

  	
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  288

  	
   

  	
  MILLCREEK

  	
   

  	
  MILL CREEK MALL

  	
   

  	
  480 MILLCREEK MALL

  	
   

  	
  ERIE

  	
   

  	
  PA

  	
   

  	
  16509

  	
   

  	
  814-864-2240

  	
   

  	
  (814)
  864-9161

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  290

  	
   

  	
  MONROEVILLE

  	
   

  	
  128 MONROEVILLE MALL

  	
   

  	
   

  	
   

  	
  MONROEVILLE

  	
   

  	
  PA

  	
   

  	
  15146

  	
   

  	
  412-372-4695

  	
   

  	
  (412)
  856-0150

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  292

  	
   

  	
  DAYTON MALL

  	
   

  	
  DAYTON MALL SUITE 256

  	
   

  	
  2700 MIAMISBURG CENTERVILLE

  	
   

  	
  DAYTON

  	
   

  	
  OH

  	
   

  	
  45459

  	
   

  	
  937-433-9950

  	
   

  	
  (937)
  433-9579

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  296

  	
   

  	
  THE MALL @ JOHNSTON

  	
   

  	
  MALL AT JOHNSON CITY

  	
   

  	
  2011 NORTH ROAN ST. SP#D2A

  	
   

  	
  JOHNSON CITY

  	
   

  	
  TN

  	
   

  	
  37601

  	
   

  	
  423-282-4912

  	
   

  	
  (423)
  282-0703

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  297

  	
   

  	
  GRAND CENTRAL

  	
   

  	
  BOX 6030

  	
   

  	
  260 GRAND CENTRAL MALL

  	
   

  	
  VIENNA

  	
   

  	
  WV

  	
   

  	
  26101

  	
   

  	
  304-485-2382

  	
   

  	
  (304)
  485-7064

  	
   

  	
  11/30/2006

  	
   

  	
  Lease

  	
   

  
	
  299

  	
   

  	
  RIVERGATE

  	
   

  	
  RIVERGATE MALL

  	
   

  	
  1000 TWO-MILE PWY A-7

  	
   

  	
  GOODLETTSVILLE

  	
   

  	
  TN

  	
   

  	
  37072

  	
   

  	
  615-859-3677

  	
   

  	
  (615)
  859-7354

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  300

  	
   

  	
  WARD PARKWAY

  	
   

  	
  WARD PARKWAY MALL SP2025

  	
   

  	
  8600 WARD PARKWAY

  	
   

  	
  KANSAS CITY

  	
   

  	
  MO

  	
   

  	
  64114

  	
   

  	
  816-363-4289

  	
   

  	
  (816)
  363-4495

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  308

  	
   

  	
  SOUTH HILLS

  	
   

  	
  260 SOUTH HILLS VILLAGE

  	
   

  	
   

  	
   

  	
  PITTSBURGH

  	
   

  	
  PA

  	
   

  	
  15241

  	
   

  	
  412-833-3411

  	
   

  	
  (412)
  833-3390

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  313

  	
   

  	
  MONTGOMERY

  	
   

  	
  1104 MONTGOMERY MALL

  	
   

  	
  7101 DEMOCRACY BLVD.

  	
   

  	
  BETHESDA

  	
   

  	
  MD

  	
   

  	
  20817

  	
   

  	
  301-469-7118

  	
   

  	
  (301)
  469-4813

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  316

  	
   

  	
  WILLOWBROOK

  	
   

  	
  WILLOWBROOK MALL

  	
   

  	
  1828 WILLOWBROOK MALL RT 46

  	
   

  	
  WAYNE

  	
   

  	
  NJ

  	
   

  	
  07470

  	
   

  	
  973-785-1695

  	
   

  	
  (973)
  785-1694

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  317

  	
   

  	
  MILITARY CIRCLE

  	
   

  	
  MILITARY CIRCLE SHOP CTR.

  	
   

  	
  MILITARY HWY & VA BEACH BLVD

  	
   

  	
  NORFOLK

  	
   

  	
  VA

  	
   

  	
  23502

  	
   

  	
  757-461-9263

  	
   

  	
  (757)
  461-1061

  	
   

  	
  6/30/2005

  	
   

  	
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  319

  	
   

  	
  BERKSHIRE

  	
   

  	
  BERKSHIRE MALL

  	
   

  	
  1665 STATE HILL ROAD

  	
   

  	
  WYOMISSING

  	
   

  	
  PA

  	
   

  	
  19610

  	
   

  	
  610-372-7950

  	
   

  	
  (610)
  376-6160

  	
   

  	
  1/31/2006

  	
   

  	
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  321

  	
   

  	
  MERIDEN

  	
   

  	
  470 LEWIS STREET, SPACE 1020

  	
   

  	
   

  	
   

  	
  MERIDEN

  	
   

  	
  CT

  	
   

  	
  06450

  	
   

  	
  203-235-1539

  	
   

  	
  (203)
  237-9308

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  322

  	
   

  	
  GREECE RIDGE

  	
   

  	
  GREECE RIDGE CENTER

  	
   

  	
  462 GREECE RIDGE CENTER DR

  	
   

  	
  ROCHESTER

  	
   

  	
  NY

  	
   

  	
  14626

  	
   

  	
  585-225-7334

  	
   

  	
  (716)
  225-2201

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  323

  	
   

  	
  COLUMBIA MALL

  	
   

  	
  COLUMBIA MALL SP#2015

  	
   

  	
  10300 LITTLE PATUXENT PKWY

  	
   

  	
  COLUMBIA

  	
   

  	
  MD

  	
   

  	
  21044

  	
   

  	
  410-730-5939

  	
   

  	
  (410)
  992-1724

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  324

  	
   

  	
  SUNRISE MALL

  	
   

  	
  320 SUNRISE HIGHWAY

  	
   

  	
   

  	
   

  	
  MASSAPEQUA

  	
   

  	
  NY

  	
   

  	
  11758

  	
   

  	
  516-795-3113

  	
   

  	
  (516)
  795-3003

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  326

  	
   

  	
  LIVINGSTON MALL

  	
   

  	
  LIVINGSTON MALL

  	
   

  	
  38 LIVINGSTON MALL

  	
   

  	
  LIVINGSTON

  	
   

  	
  NJ

  	
   

  	
  07039

  	
   

  	
  973-994-3956

  	
   

  	
  (973)
  994-7002

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  328

  	
   

  	
  COLISEUM MALL

  	
   

  	
  COLISEUM MALL

  	
   

  	
  1800 W MERCURY BLVD

  	
   

  	
  HAMPTON

  	
   

  	
  VA

  	
   

  	
  23666

  	
   

  	
  757-827-6515

  	
   

  	
  (757)
  827-0166

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  330

  	
   

  	
  ALMEDA MALL

  	
   

  	
  ALEMEDA MALL

  	
   

  	
  242 ALEMEDA MALL

  	
   

  	
  HOUSTON

  	
   

  	
  TX

  	
   

  	
  77075

  	
   

  	
  713-944-1064

  	
   

  	
  (713)
  944-4054

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  331

  	
   

  	
  NORTHWEST

  	
   

  	
  NORTHWEST MALL

  	
   

  	
  438 NORTHWEST MALL

  	
   

  	
  HOUSTON

  	
   

  	
  TX

  	
   

  	
  77092

  	
   

  	
  713-686-4101

  	
   

  	
  (713)
  626-7552

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  333

  	
   

  	
  MONTGOMERY MALL

  	
   

  	
  MONTGOMERY MALL

  	
   

  	
  2945 E SOUTH BLVD

  	
   

  	
  MONTGOMERY

  	
   

  	
  AL

  	
   

  	
  36116

  	
   

  	
  334-288-8014

  	
   

  	
  (334)
  288-3270

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  334

  	
   

  	
  EASTERN HILLS

  	
   

  	
  EASTERN HILLS MALL

  	
   

  	
  4545 TRANSIT RD

  	
   

  	
  WILLIAMSVILLE

  	
   

  	
  NY

  	
   

  	
  14221

  	
   

  	
  716-631-2721

  	
   

  	
  (716)
  631-0664

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  337

  	
   

  	
  HOLLY HILL

  	
   

  	
  HOLLY HILL MALL

  	
   

  	
  122 HOLLY HILL MALL

  	
   

  	
  BURLINGTON

  	
   

  	
  NC

  	
   

  	
  27215

  	
   

  	
  336-584-9668

  	
   

  	
  (336)
  584-6240

  	
   

  	
  3/31/2004

  	
   

  	
  Lease

  	
   

  
	
  338

  	
   

  	
  SOUTH DEKALB

  	
   

  	
  10 SOUTH DEKALB MALL

  	
   

  	
   

  	
   

  	
  DECATUR

  	
   

  	
  GA

  	
   

  	
  30034

  	
   

  	
  404-243-0131

  	
   

  	
  (404)
  243-0049

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  339

  	
   

  	
  NORTHEAST MALL

  	
   

  	
  SPACE 2114 NORTH EAST MALL

  	
   

  	
  1101 MELBOURNE ROAD

  	
   

  	
  HURST

  	
   

  	
  TX

  	
   

  	
  76053

  	
   

  	
  817-284-3661

  	
   

  	
  (817)
  284-4288

  	
   

  	
  6/30/2006

  	
   

  	
  Lease

  	
   

  
	
  340

  	
   

  	
  OGLETHORPE MALL

  	
   

  	
  56 OGLETHORPE MALL

  	
   

  	
  7804 ABERCORN HWY

  	
   

  	
  SAVANNAH

  	
   

  	
  GA

  	
   

  	
  31406

  	
   

  	
  912-354-9542

  	
   

  	
  (912)
  352-2013

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  341

  	
   

  	
  TALLAHASSEE

  	
   

  	
  TALLAHASSEE MALL

  	
   

  	
  2415-260 N MONROE STREET

  	
   

  	
  TALLAHASSEE

  	
   

  	
  FL

  	
   

  	
  32303

  	
   

  	
  850-385-4091

  	
   

  	
  (850)
  385-7721

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  344

  	
   

  	
  CORDOVA MALL

  	
   

  	
  CORDOVA MALL SHOPPING CENTER

  	
   

  	
  5100 N 9TH AVE

  	
   

  	
  PENSACOLA

  	
   

  	
  FL

  	
   

  	
  32504

  	
   

  	
  850-477-5707

  	
   

  	
  (850)
  477-0948

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  345

  	
   

  	
  ECHELON MALL

  	
   

  	
  1179 ECHELON MALL

  	
   

  	
   

  	
   

  	
  VOORHEES

  	
   

  	
  NJ

  	
   

  	
  08043

  	
   

  	
  856-772-3855

  	
   

  	
  (609)
  772-5837

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  346

  	
   

  	
  WESTLAND MALL

  	
   

  	
  WESTLAND MALL

  	
   

  	
  1685 W 49TH ST SP# 1112

  	
   

  	
  HIALEAH

  	
   

  	
  FL

  	
   

  	
  33012

  	
   

  	
  305-823-1391

  	
   

  	
  (305)
  557-3203

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  



 


11

















 


	
  Str#

  	
   

  	
  Store Name

  	
   

  	
  Mall
  Address

  	
   

  	
  Store
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Phone1

  	
   

  	
  Phone2

  	
   

  	
  Lease

  Expiration

  	
   

  	
  Occupancy

  Status

  	
   

  
	
  349

  	
   

  	
  WOLFCHASE

  	
   

  	
  WOLFCHASE, SUITE 179

  	
   

  	
  2760 NORTH GERMANTOWN PKWY

  	
   

  	
  MEMPHIS

  	
   

  	
  TN

  	
   

  	
  38133

  	
   

  	
  901-384-6070

  	
   

  	
  (901)
  384-9054

  	
   

  	
  2/28/2009

  	
   

  	
  Lease

  	
   

  
	
  350

  	
   

  	
  IRVING MALL

  	
   

  	
  IRVING MALL

  	
   

  	
  3722 IRVING MALL

  	
   

  	
  IRVING

  	
   

  	
  TX

  	
   

  	
  75062

  	
   

  	
  972-252-4744

  	
   

  	
  (972)
  570-7578

  	
   

  	
  8/31/2006

  	
   

  	
  Lease

  	
   

  
	
  352

  	
   

  	
  SOUTHLAND

  	
   

  	
  SOUTHLAND MALL

  	
   

  	
  5953 W PARK AVE

  	
   

  	
  HOUMA

  	
   

  	
  LA

  	
   

  	
  70364

  	
   

  	
  985-876-4001

  	
   

  	
  (504)
  876-2014

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  353

  	
   

  	
  MALL @ ROBINSON

  	
   

  	
  THE MALL AT ROBINSON

  	
   

  	
  1590 ROBINSON CENTER DRIVE

  	
   

  	
  PITTSBURGH

  	
   

  	
  PA

  	
   

  	
  15205

  	
   

  	
  412-494-6995

  	
   

  	
  -

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  356

  	
   

  	
  PARKDALE MALL

  	
   

  	
  6155 EAST FREEWAY

  	
   

  	
  SPACE #696

  	
   

  	
  BEAUMONT

  	
   

  	
  TX

  	
   

  	
  77706

  	
   

  	
  409-898-3926

  	
   

  	
  (409)
  898-1501

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  358

  	
   

  	
  NORTHWOODS

  	
   

  	
  NORTHWOODS MALL UNIT E10

  	
   

  	
  2150 NORTHWOODS BLVD

  	
   

  	
  CHARLESTON

  	
   

  	
  SC

  	
   

  	
  29406

  	
   

  	
  843-797-2730

  	
   

  	
  (843)
  553-2232

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  362

  	
   

  	
  CUMBERLAND

  	
   

  	
  CUMBERLAND MALL

  	
   

  	
  1437 CUMBERLAND MALL

  	
   

  	
  ATLANTA

  	
   

  	
  GA

  	
   

  	
  30339

  	
   

  	
  770-432-2874

  	
   

  	
  (770)
  432-7688

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  363

  	
   

  	
  LAKE FOREST

  	
   

  	
  PLAZA IN LAKE FOREST

  	
   

  	
  5700 READ BLVD, BOX 131

  	
   

  	
  NEW ORLEANS

  	
   

  	
  LA

  	
   

  	
  70127

  	
   

  	
  504-241-7464

  	
   

  	
  (504)
  241-3903

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  364

  	
   

  	
  CROSS CREEK

  	
   

  	
  CROSS CREEK MALL

  	
   

  	
  211 CROSS CREEK MALL

  	
   

  	
  FAYETTEVILLE

  	
   

  	
  NC

  	
   

  	
  28303

  	
   

  	
  910-867-2404

  	
   

  	
  (910)
  867-4406

  	
   

  	
  6/30/2007

  	
   

  	
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  366

  	
   

  	
  ORLANDO SQUARE

  	
   

  	
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  3287 E COLONIAL DRIVE

  	
   

  	
  ORLANDO

  	
   

  	
  FL

  	
   

  	
  32803

  	
   

  	
  407-896-2421

  	
   

  	
  (407)
  895-3827

  	
   

  	
  MTM

  	
   

  	
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  367

  	
   

  	
  UNIVERSITY SQUARE

  	
   

  	
  UNIVERSITY MALL

  	
   

  	
  2156 FOWLER AVE SP# B-15

  	
   

  	
  TAMPA

  	
   

  	
  FL

  	
   

  	
  33612

  	
   

  	
  813-971-8121

  	
   

  	
  (813)
  977-8175

  	
   

  	
  MTM

  	
   

  	
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  368

  	
   

  	
  ALTAMONTE

  	
   

  	
  ALTMONTE MALL

  	
   

  	
  451 ALTAMONTE DRIVE SUITE #1245

  	
   

  	
  ALTAMONTE SPRINGS

  	
   

  	
  FL

  	
   

  	
  32701

  	
   

  	
  407-331-0890

  	
   

  	
  (407)
  331-0890

  	
   

  	
  1/31/2014

  	
   

  	
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  369

  	
   

  	
  VOLUSIA MALL

  	
   

  	
  316 VOLUSIA MALL

  	
   

  	
  1700 INTERNATIONAL SPEEDWAY

  	
   

  	
  DAYTONA BEACH

  	
   

  	
  FL

  	
   

  	
  32114

  	
   

  	
  386-258-1844

  	
   

  	
  (904)
  258-5815

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  372

  	
   

  	
  ANTELOPE MALL

  	
   

  	
  ANTELOPE MALL

  	
   

  	
  1233 W AVE PLACE

  	
   

  	
  PALMDALE

  	
   

  	
  CA

  	
   

  	
  93551

  	
   

  	
  661-265-9242

  	
   

  	
  (805)
  265-9527

  	
   

  	
  1/31/2008

  	
   

  	
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  373

  	
   

  	
  CAROUSEL

  	
   

  	
  CAROUSEL CENTER

  	
   

  	
  9713 CAROUSEL CENTER

  	
   

  	
  SYRACUSE

  	
   

  	
  NY

  	
   

  	
  13290

  	
   

  	
  315-466-4602

  	
   

  	
  (315)
  466-4603

  	
   

  	
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  375

  	
   

  	
  VALDOSTA MALL

  	
   

  	
  1000-1018 VALDOSTA MALL

  	
   

  	
  SPACE 1000

  	
   

  	
  VALDOSTA

  	
   

  	
  GA

  	
   

  	
  31601

  	
   

  	
  912-242-6269

  	
   

  	
  (912)
  242-6370

  	
   

  	
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  376

  	
   

  	
  MORGANTOWN MALL

  	
   

  	
  MORGANTOWN MALL

  	
   

  	
  9233 MALL RD.

  	
   

  	
  MORGANTOWN

  	
   

  	
  WV

  	
   

  	
  26505

  	
   

  	
  304-983-6660

  	
   

  	
  (304)
  983-6663

  	
   

  	
  1/31/2006

  	
   

  	
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  380

  	
   

  	
  PARKWAY PLAZA

  	
   

  	
  PARKWAY PLAZA

  	
   

  	
  659 PARKWAY PLAZA

  	
   

  	
  EL CAJON

  	
   

  	
  CA

  	
   

  	
  92020

  	
   

  	
  619-593-7474

  	
   

  	
  (619)
  593-7478

  	
   

  	
  1/31/2011

  	
   

  	
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  383

  	
   

  	
  THE COLONY

  	
   

  	
  THE COLONY

  	
   

  	
  714 EAST GREENVILLE BLVD

  	
   

  	
  GREENVILLE

  	
   

  	
  NC

  	
   

  	
  27858

  	
   

  	
  252-355-9265

  	
   

  	
  (252)
  355-9268

  	
   

  	
  1/31/2008

  	
   

  	
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  385

  	
   

  	
  NEW RIVER VALLEY

  	
   

  	
  NEW RIVER VALLEY MALL

  	
   

  	
  782 NEW RIVER RD., SP 806

  	
   

  	
  CHRISTIANSBRG

  	
   

  	
  VA

  	
   

  	
  24073

  	
   

  	
  540-382-7627

  	
   

  	
  (540)
  322-2526

  	
   

  	
  MTM

  	
   

  	
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  388

  	
   

  	
  APACHE MALL

  	
   

  	
  305 APACHE MALL

  	
   

  	
   

  	
   

  	
  ROCHESTER

  	
   

  	
  MN

  	
   

  	
  55902

  	
   

  	
  507-281-1440

  	
   

  	
  (507)
  281-1376

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  390

  	
   

  	
  BRUNSWICK SQUARE

  	
   

  	
  755 NJ STATE HWY 18

  	
   

  	
   

  	
   

  	
  EAST BRUNSWICK

  	
   

  	
  NJ

  	
   

  	
  08816

  	
   

  	
  732-238-9555

  	
   

  	
  (732)
  238-1918

  	
   

  	
  1/31/2005

  	
   

  	
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  392

  	
   

  	
  NANUET MALL

  	
   

  	
  NANUET MALL

  	
   

  	
  102 NANUET MALL

  	
   

  	
  NANUET

  	
   

  	
  NY

  	
   

  	
  10954

  	
   

  	
  845-623-7848

  	
   

  	
  (914)
  623-7978

  	
   

  	
  5/31/2004

  	
   

  	
  Lease

  	
   

  
	
  393

  	
   

  	
  MAIN PLACE

  	
   

  	
  2800 N MAIN ST SPACE 603

  	
   

  	
   

  	
   

  	
  SANTA ANA

  	
   

  	
  CA

  	
   

  	
  92701

  	
   

  	
  714-835-5345

  	
   

  	
  (714)
  835-5239

  	
   

  	
  1/31/2005

  	
   

  	
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  394

  	
   

  	
  SPRINGFIELD MALL

  	
   

  	
  1200 BALTIMORE PIKE

  	
   

  	
   

  	
   

  	
  SPRINGFIELD

  	
   

  	
  PA

  	
   

  	
  19064

  	
   

  	
  610-544-8996

  	
   

  	
  (610)
  544-4578

  	
   

  	
  5/31/2010

  	
   

  	
  Lease

  	
   

  
	
  398

  	
   

  	
  RESTORATION

  	
   

  	
  1360 FULTON STREET

  	
   

  	
   

  	
   

  	
  BROOKLYN

  	
   

  	
  NY

  	
   

  	
  11216

  	
   

  	
  718-789-1389

  	
   

  	
  (718)
  789-3797

  	
   

  	
  MTM

  	
   

  	
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  399

  	
   

  	
  DEPTFORD MALL

  	
   

  	
  1750 DEPTFORD CENTER ROAD

  	
   

  	
   

  	
   

  	
  DEPTFORD

  	
   

  	
  NJ

  	
   

  	
  08096

  	
   

  	
  856-848-3353

  	
   

  	
  (609)
  848-0674

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  400

  	
   

  	
  WESTMINSTER

  	
   

  	
  TOWN MALL OF WESTMINSTER

  	
   

  	
  400 N. CENTER ST.

  	
   

  	
  WESTMINSTER

  	
   

  	
  MD

  	
   

  	
  21157

  	
   

  	
  410-848-1932

  	
   

  	
  (410)
  848-2502

  	
   

  	
  3/31/2004

  	
   

  	
  Lease

  	
   

  
	
  401

  	
   

  	
  CITRUS PARK

  	
   

  	
  8112 CITRUS PARK

  	
   

  	
   

  	
   

  	
  TAMPA

  	
   

  	
  FL

  	
   

  	
  33625

  	
   

  	
  813-926-6523

  	
   

  	
  (813)
  926-6934

  	
   

  	
  3/31/2006

  	
   

  	
  Lease

  	
   

  
	
  407

  	
   

  	
  COOL SPRINGS

  	
   

  	
  COOL SPRINGS GALLERIA

  	
   

  	
  1800 GALLERIA BLVD SP 1170

  	
   

  	
  FRANKLIN

  	
   

  	
  TN

  	
   

  	
  37067

  	
   

  	
  615-771-7511

  	
   

  	
  (615)
  771-7513

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  408

  	
   

  	
  PARK MALL CENTER

  	
   

  	
  PARK MALL SHOPPING CENTER

  	
   

  	
   

  	
   

  	
  TUCSON

  	
   

  	
  AZ

  	
   

  	
  85711

  	
   

  	
  520-790-9155

  	
   

  	
  (602)
  748-0977

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  412

  	
   

  	
  NORTHTOWN MALL

  	
   

  	
  NORTH TOWN MALL

  	
   

  	
  4750 NORTH DIVISION

  	
   

  	
  SPOKANE

  	
   

  	
  WA

  	
   

  	
  99207

  	
   

  	
  509-487-1413

  	
   

  	
  (509)
  487-2738

  	
   

  	
  10/31/2009

  	
   

  	
  Lease

  	
   

  
	
  413

  	
   

  	
  FASHION MALL

  	
   

  	
  FASHION MALL SPACE # 1234

  	
   

  	
  321 N UNIVERSITY DR

  	
   

  	
  PLANTATION

  	
   

  	
  FL

  	
   

  	
  33324

  	
   

  	
  954-474-0800

  	
   

  	
  (954)
  474-0804

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  414

  	
   

  	
  MONTCLAIR

  	
   

  	
  MONTCLAIR PLAZA

  	
   

  	
  2138 MONTCLAIR PLAZA LANE

  	
   

  	
  MONTCLAIR

  	
   

  	
  CA

  	
   

  	
  91763

  	
   

  	
  909-626-0614

  	
   

  	
  (909)
  626-3410

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  415

  	
   

  	
  COTTONWOOD

  	
   

  	
  4835 S. HIGHLAND DR.

  	
   

  	
   

  	
   

  	
  SALT LAKE CITY

  	
   

  	
  UT

  	
   

  	
  84117

  	
   

  	
  801-278-3842

  	
   

  	
  (801)
  277-6457

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  417

  	
   

  	
  TUCSON MALL

  	
   

  	
  TUCSON MALL

  	
   

  	
   

  	
   

  	
  TUCSON

  	
   

  	
  AZ

  	
   

  	
  85705

  	
   

  	
  520-888-7597

  	
   

  	
  (530)
  887-8937

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  422

  	
   

  	
  ASHTABULA MALL

  	
   

  	
  ASHTABULA MALL, UNIT 435

  	
   

  	
  3315 NORTH RIDGE EAST

  	
   

  	
  ASHTABULA

  	
   

  	
  OH

  	
   

  	
  44004

  	
   

  	
  440-998-1900

  	
   

  	
  (440)
  998-1753

  	
   

  	
  10/31/2004

  	
   

  	
  Lease

  	
   

  
	
  433

  	
   

  	
  VIRGINIA CENTER COMMONS

  	
   

  	
  VIRGINIA CENTER COMMONS

  	
   

  	
  10101 BROOK RD., SP. 740

  	
   

  	
  GLEN ALLEN

  	
   

  	
  VA

  	
   

  	
  23060

  	
   

  	
  804-264-3279

  	
   

  	
  (804)
  264-5318

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  434

  	
   

  	
  BROADWAY SQUARE

  	
   

  	
  BROADWAY SQUARE

  	
   

  	
  BROADWAY SQUARE MALL, 4601 S

  	
   

  	
  TYLER

  	
   

  	
  TX

  	
   

  	
  75703

  	
   

  	
  903-581-1845

  	
   

  	
  (903)
  581-6681

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  435

  	
   

  	
  STONEWOOD CENTER

  	
   

  	
  STONEWOOD CENTER

  	
   

  	
  441 STONEWOOD ST

  	
   

  	
  DOWNEY

  	
   

  	
  CA

  	
   

  	
  90241

  	
   

  	
  562-923-3467

  	
   

  	
  (562)
  923-2698

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  436

  	
   

  	
  VAN AKEN

  	
   

  	
  VAN AKEN MALL

  	
   

  	
  20233 VAN AKEN BLVD

  	
   

  	
  SHAKER HEIGHTS

  	
   

  	
  OH

  	
   

  	
  44122

  	
   

  	
  216-295-9400

  	
   

  	
  (216)
  295-9403

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  439

  	
   

  	
  AUBURN MALL

  	
   

  	
  AUBURN MALL

  	
   

  	
  385 SOUTH BRIDGE STREET

  	
   

  	
  AUBURN

  	
   

  	
  MA

  	
   

  	
  01501

  	
   

  	
  508-832-9517

  	
   

  	
  (508)
  832-7279

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  440

  	
   

  	
  CIELO VISTA

  	
   

  	
  SPACE R-08A CIELO VISTA MALL

  	
   

  	
  8401 GATEWAY WEST

  	
   

  	
  EL PASO

  	
   

  	
  TX

  	
   

  	
  79925

  	
   

  	
  915-779-0116

  	
   

  	
  (915)
  775-0150

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  442

  	
   

  	
  EASTON TOWN CENTER

  	
   

  	
  EASTON TOWN CENTER

  	
   

  	
  4074 NEW BOND STREET SP332

  	
   

  	
  COLUMBUS

  	
   

  	
  OH

  	
   

  	
  43219

  	
   

  	
  614-342-3851

  	
   

  	
  -

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  444

  	
   

  	
  PARADISE VALLEY MALL

  	
   

  	
  PARADISE VALLEY MALL

  	
   

  	
  4550-246 EAST CACTUS RD.

  	
   

  	
  PHOENIX

  	
   

  	
  AZ

  	
   

  	
  85032

  	
   

  	
  602-996-6140

  	
   

  	
  (602)
  953-0843

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  445

  	
   

  	
  THE WOODLANDS

  	
   

  	
  THE WOODLANDS SPACE 1200

  	
   

  	
  1201 LAKE WOODLANDS

  	
   

  	
  THE WOODLANDS

  	
   

  	
  TX

  	
   

  	
  77380

  	
   

  	
  281-364-8227

  	
   

  	
  (281)
  364-1571

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  447

  	
   

  	
  CARY VILLAGE

  	
   

  	
  CARY TOWN CENTER

  	
   

  	
  1105 SUITE 200 WALNUT STREET

  	
   

  	
  CARY

  	
   

  	
  NC

  	
   

  	
  27511

  	
   

  	
  919-380-9104

  	
   

  	
  (919)
  380-9546

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  449

  	
   

  	
  GREENWOOD MALL

  	
   

  	
  GREENWOOD MALL

  	
   

  	
  2625 SCOTTSVILLE ROAD

  	
   

  	
  BOWLING GREEN

  	
   

  	
  KY

  	
   

  	
  42104

  	
   

  	
  270-745-7204

  	
   

  	
  (502)
  745-7207

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  451

  	
   

  	
  CHICO

  	
   

  	
  CHICO MALL SPACE C 317

  	
   

  	
   

  	
   

  	
  CHICO

  	
   

  	
  CA

  	
   

  	
  95928

  	
   

  	
  530-894-1970

  	
   

  	
  (530)
  894-1610

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  454

  	
   

  	
  MANHATTAN VILLAGE

  	
   

  	
  MANHATTAN VILLAGE MALL

  	
   

  	
   

  	
   

  	
  MANHATTAN BEACH

  	
   

  	
  CA

  	
   

  	
  90266

  	
   

  	
  310-545-4385

  	
   

  	
  (310)
  545-8038

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  455

  	
   

  	
  MALL OF LOUISIANA

  	
   

  	
  MALL OF LOUISIANA

  	
   

  	
  6401 BLUEBONNET BVD, SP#2180

  	
   

  	
  BATON ROUGE

  	
   

  	
  LA

  	
   

  	
  70809

  	
   

  	
  225-757-8762

  	
   

  	
  (225)
  757-8647

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  456

  	
   

  	
  BELDEN VILLAGE

  	
   

  	
  SPACE C-16

  	
   

  	
  4140 BELDEN VILLAGE MALL

  	
   

  	
  CANTON

  	
   

  	
  OH

  	
   

  	
  44718

  	
   

  	
  330-966-4966

  	
   

  	
  (330)
  966-8788

  	
   

  	
  3/31/2004

  	
   

  	
  Lease

  	
   

  
	
  459

  	
   

  	
  LLOYD CENTER

  	
   

  	
  LLOYD CENTER

  	
   

  	
  951 LLOYD CENTER

  	
   

  	
  PORTLAND

  	
   

  	
  OR

  	
   

  	
  97232

  	
   

  	
  503-282-6338

  	
   

  	
  (503)
  282-6073

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  460

  	
   

  	
  VALLEY VISTA

  	
   

  	
  VALLEY VISTA

  	
   

  	
  2000 SOUTH EXPRESSWAY 83

  	
   

  	
  HARLINGEN

  	
   

  	
  TX

  	
   

  	
  78552

  	
   

  	
  956-421-2390

  	
   

  	
  (956)
  421-3553

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  464

  	
   

  	
  DEL AMO CENTER

  	
   

  	
  #341 DEL AMO CENTER

  	
   

  	
   

  	
   

  	
  TORRANCE

  	
   

  	
  CA

  	
   

  	
  90503

  	
   

  	
  310-371-7061

  	
   

  	
  (310)
  370-2268

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  465

  	
   

  	
  SOUTHLAND CENTER

  	
   

  	
  SOUTHLAND MALL

  	
   

  	
  23000 EUREKA

  	
   

  	
  TAYLOR

  	
   

  	
  MI

  	
   

  	
  48180

  	
   

  	
  734-287-3388

  	
   

  	
  (734)
  287-4633

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  466

  	
   

  	
  SERRAMONTE

  	
   

  	
  64 SERRAMONTE BLVD.

  	
   

  	
   

  	
   

  	
  DALY CITY

  	
   

  	
  CA

  	
   

  	
  94015

  	
   

  	
  650-992-2690

  	
   

  	
  (650)
  992-3873

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  



 


12

















 


	
  Str#

  	
   

  	
  Store Name

  	
   

  	
  Mall
  Address

  	
   

  	
  Store
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Phone1

  	
   

  	
  Phone2

  	
   

  	
  Lease

  Expiration

  	
   

  	
  Occupancy

  Status

  	
   

  
	
  468

  	
   

  	
  WINROCK CENTER

  	
   

  	
  WINROCK CENTER

  	
   

  	
  60 WINROCK CENTER

  	
   

  	
  ALBUQUERQUE

  	
   

  	
  NM

  	
   

  	
  87110

  	
   

  	
  505-883-5923

  	
   

  	
  (505)
  883-4012

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  469

  	
   

  	
  MISSION VALLEY

  	
   

  	
  MISSION VALLEY CENTER

  	
   

  	
  311 MISSION CENTER RD

  	
   

  	
  SAN DIEGO

  	
   

  	
  CA

  	
   

  	
  92108

  	
   

  	
  619-297-4391

  	
   

  	
  (619)
  297-3637

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  471

  	
   

  	
  BASSETT CENTER

  	
   

  	
  BASSETT CENTER

  	
   

  	
  6101 GATEWAY WEST SP#B-7

  	
   

  	
  EL PASO

  	
   

  	
  TX

  	
   

  	
  79925

  	
   

  	
  915-772-7518

  	
   

  	
  (915)
  775-0324

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  472

  	
   

  	
  CHULA VISTA

  	
   

  	
  CHULA VISTA SHOPPING CENTER

  	
   

  	
  555 BROADWAY SPACE #1050

  	
   

  	
  CHULA VISTA

  	
   

  	
  CA

  	
   

  	
  92010

  	
   

  	
  619-420-1802

  	
   

  	
  (619)
  420-1822

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  476

  	
   

  	
  VALLEY HILLS

  	
   

  	
  244 VALLEY HILLS MALL

  	
   

  	
  SPACE 180

  	
   

  	
  HICKORY

  	
   

  	
  NC

  	
   

  	
  28602

  	
   

  	
  828-345-1022

  	
   

  	
  (828)
  345-0122

  	
   

  	
  5/31/2007

  	
   

  	
  Lease

  	
   

  
	
  478

  	
   

  	
  TOWSON TOWN CENTER

  	
   

  	
  TOWSONTOWN MALL

  	
   

  	
  825 DULANEY VALLEY RD SP 232

  	
   

  	
  TOWSON

  	
   

  	
  MD

  	
   

  	
  21204

  	
   

  	
  410-337-0564

  	
   

  	
  (410)
  337-0250

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  480

  	
   

  	
  SOUTHLAND CENTER

  	
   

  	
  SOUTHLAND CTR

  	
   

  	
  262 SOUTHLAND MALL

  	
   

  	
  HAYWARD

  	
   

  	
  CA

  	
   

  	
  94545

  	
   

  	
  510-782-5071

  	
   

  	
  (510)
  782-5816

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  492

  	
   

  	
  SOUTHDALE

  	
   

  	
  SOUTHDALE MALL

  	
   

  	
  2975 SOUTHDALE CENTER

  	
   

  	
  EDINA

  	
   

  	
  MN

  	
   

  	
  55435

  	
   

  	
  952-924-0909

  	
   

  	
  (952)
  924-0942

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  493

  	
   

  	
  NATICK MALL

  	
   

  	
  NATICK MALL

  	
   

  	
  1245 WORCESTER RD SP# 2064

  	
   

  	
  NATICK

  	
   

  	
  MA

  	
   

  	
  01760

  	
   

  	
  508-653-5520

  	
   

  	
  (508)
  653-4743

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  494

  	
   

  	
  THE BOULEVARD

  	
   

  	
  THE BOULEVARD MALL

  	
   

  	
  3510 S MARYLAND PARKWAY

  	
   

  	
  LAS VEGAS

  	
   

  	
  NV

  	
   

  	
  89109

  	
   

  	
  702-734-8291

  	
   

  	
  (702)
  735-3604

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  497

  	
   

  	
  METRO CENTER

  	
   

  	
  METRO CENTER

  	
   

  	
   

  	
   

  	
  PHOENIX

  	
   

  	
  AZ

  	
   

  	
  85051

  	
   

  	
  602-943-9086

  	
   

  	
  (602)
  371-0129

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  500

  	
   

  	
  FRESNO FASHION FAIR

  	
   

  	
  FRESNO FASHION FAIRE

  	
   

  	
  615 E. SHAW AVE

  	
   

  	
  FRESNO

  	
   

  	
  CA

  	
   

  	
  93710

  	
   

  	
  559-226-8933

  	
   

  	
  (559)
  226-8934

  	
   

  	
  6/30/2005

  	
   

  	
  Lease

  	
   

  
	
  501

  	
   

  	
  EASTRIDGE

  	
   

  	
  EASTRIDGE CENER

  	
   

  	
  380 EASTRIDGE MALL

  	
   

  	
  SAN JOSE

  	
   

  	
  CA

  	
   

  	
  95122

  	
   

  	
  408-274-3535

  	
   

  	
  (408)
  274-3558

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  502

  	
   

  	
  LOS CERRITOS

  	
   

  	
  434 LOS CERRITOS MALL

  	
   

  	
   

  	
   

  	
  CERRITOS

  	
   

  	
  CA

  	
   

  	
  90703

  	
   

  	
  562-860-9819

  	
   

  	
  (562)
  865-2970

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  503

  	
   

  	
  SUNRISE MALL

  	
   

  	
  SUNRISE MALL

  	
   

  	
  5929 SUNRISE MALL

  	
   

  	
  CITRUS HEIGHTS

  	
   

  	
  CA

  	
   

  	
  95610

  	
   

  	
  916-961-4571

  	
   

  	
  (916)
  726-7970

  	
   

  	
  4/30/2010

  	
   

  	
  Lease

  	
   

  
	
  504

  	
   

  	
  NORTHRIDGE SHOPPING CTR

  	
   

  	
  NORTHRIDGE SHOPPING CENTER

  	
   

  	
  566 NORTHRIDGE

  	
   

  	
  SALINAS

  	
   

  	
  CA

  	
   

  	
  93906

  	
   

  	
  831-449-1393

  	
   

  	
  (831)
  449-0227

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  506

  	
   

  	
  CHANDLER FASHION CTR

  	
   

  	
  CHANDLER FASHION CTR

  	
   

  	
  3111 W CHANDLER BLVD SP1136

  	
   

  	
  CHANDLER

  	
   

  	
  AZ

  	
   

  	
  85224

  	
   

  	
  480-792-6555

  	
   

  	
  -

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  507

  	
   

  	
  PLAZA AT WEST COVINA

  	
   

  	
  496 FASHION PLAZA

  	
   

  	
   

  	
   

  	
  WEST COVINA

  	
   

  	
  CA

  	
   

  	
  91790

  	
   

  	
  626-338-7444

  	
   

  	
  (626)
  338-1769

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  508

  	
   

  	
  FOX HILLS

  	
   

  	
  167 FOX HILLS MALL

  	
   

  	
   

  	
   

  	
  CULVER CITY

  	
   

  	
  CA

  	
   

  	
  90230

  	
   

  	
  310-398-5855

  	
   

  	
  (310)
  398-9972

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  509

  	
   

  	
  TYLER MALL

  	
   

  	
  GALLERIA AT TYLER SPACE G 22

  	
   

  	
   

  	
   

  	
  RIVERSIDE

  	
   

  	
  CA

  	
   

  	
  92503

  	
   

  	
  909-689-2310

  	
   

  	
  (909)
  689-3516

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  515

  	
   

  	
  LAKESIDE MALL

  	
   

  	
  LAKESIDE MALL

  	
   

  	
  14600 LAKE CIRCLE

  	
   

  	
  STERLING HTS

  	
   

  	
  MI

  	
   

  	
  48313

  	
   

  	
  586-247-9180

  	
   

  	
  (586)
  247-2230

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  516

  	
   

  	
  METRO CENTER

  	
   

  	
  METROCENTER

  	
   

  	
  1169 METROCENTER

  	
   

  	
  JACKSON

  	
   

  	
  MS

  	
   

  	
  39209

  	
   

  	
  601-354-3649

  	
   

  	
  (601)
  354-4523

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  518

  	
   

  	
  LAKELINE

  	
   

  	
  LAKELINE SPACE G-10

  	
   

  	
  11200 LAKESTOP BLVD.

  	
   

  	
  CEDAR PARK

  	
   

  	
  TX

  	
   

  	
  78613

  	
   

  	
  512-257-1910

  	
   

  	
  (512)
  257-1903

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  521

  	
   

  	
  AURORA MALL

  	
   

  	
  14200 E. ALAMEDA AVE

  	
   

  	
   

  	
   

  	
  AURORA

  	
   

  	
  CO

  	
   

  	
  80012

  	
   

  	
  303-344-0193

  	
   

  	
  (303)
  344-0389

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  522

  	
   

  	
  CORONADO CENTER

  	
   

  	
  CORONADO CENTER, STE 269

  	
   

  	
  6600 MENAUL BLVD., NE

  	
   

  	
  ALBUQUERQUE

  	
   

  	
  NM

  	
   

  	
  87110

  	
   

  	
  505-883-7740

  	
   

  	
  (505)
  888-4360

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  524

  	
   

  	
  FRANKLIN PARK

  	
   

  	
  FRANLKIN PARK MALL

  	
   

  	
  108 FRANKLIN PARK MALL

  	
   

  	
  TOLEDO

  	
   

  	
  OH

  	
   

  	
  43623

  	
   

  	
  419-475-8008

  	
   

  	
  (419)
  475-5590

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  531

  	
   

  	
  SOUTHWEST CENTER

  	
   

  	
  SOUTHWEST CENTER

  	
   

  	
  SOUTHWEST CENTER SUITE #1005

  	
   

  	
  DALLAS

  	
   

  	
  TX

  	
   

  	
  75237

  	
   

  	
  972-296-5610

  	
   

  	
  (972)
  296-3666

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  535

  	
   

  	
  LA PLAZA MALL

  	
   

  	
  LA PLAZA SHOPPING MALL H-5

  	
   

  	
  2200 S. 10TH STREET

  	
   

  	
  MC ALLEN

  	
   

  	
  TX

  	
   

  	
  78503-5479

  	
   

  	
  956-687-4161

  	
   

  	
  (956)
  687-2140

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  536

  	
   

  	
  RIDGMAR MALL

  	
   

  	
  RIDGEMAR MALL

  	
   

  	
  1968 GREEN OAKS ROAD

  	
   

  	
  FT WORTH

  	
   

  	
  TX

  	
   

  	
  76116

  	
   

  	
  817-738-3442

  	
   

  	
  (817)
  738-3841

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  538

  	
   

  	
  SOONER MALL

  	
   

  	
  SOONER MALL

  	
   

  	
  3235 W. MAIN STREET

  	
   

  	
  NORMAN

  	
   

  	
  OK

  	
   

  	
  73072

  	
   

  	
  405-360-1922

  	
   

  	
  (405)
  329-7416

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  540

  	
   

  	
  HICKORY HOLLOW

  	
   

  	
  HICKORY HOLLOW MALL

  	
   

  	
  5252 HICKORY HOLLOW PKWY SP# 1089

  	
   

  	
  ANTIOCH

  	
   

  	
  TN

  	
   

  	
  37013

  	
   

  	
  615-731-3253

  	
   

  	
  (615)
  731-0941

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  541

  	
   

  	
  SOUTHLAKE

  	
   

  	
  1916 SOUTHLAKE MALL

  	
   

  	
   

  	
   

  	
  MERRILLVILLE

  	
   

  	
  IN

  	
   

  	
  46410

  	
   

  	
  219-738-2305

  	
   

  	
  (219)
  736-1503

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  542

  	
   

  	
  FOX VALLEY

  	
   

  	
  2038 FOX VALLEY CTR

  	
   

  	
   

  	
   

  	
  AURORA

  	
   

  	
  IL

  	
   

  	
  60504

  	
   

  	
  630-898-0440

  	
   

  	
  (630)
  898-0242

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  544

  	
   

  	
  METRO NORTH MALL

  	
   

  	
  161 METRO NORTH MALL

  	
   

  	
  400 N W BARRY ROAD

  	
   

  	
  KANSAS CITY

  	
   

  	
  MO

  	
   

  	
  64155

  	
   

  	
  816-436-9483

  	
   

  	
  (816)
  436-4679

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  546

  	
   

  	
  CHESTERFIELD

  	
   

  	
  73 CHESTERFIELD MALL

  	
   

  	
   

  	
   

  	
  CHESTERFIELD

  	
   

  	
  MO

  	
   

  	
  63017

  	
   

  	
  636-532-3468

  	
   

  	
  (314)
  532-8495

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  547

  	
   

  	
  ORLAND SQUARE

  	
   

  	
  636 ORLAND SQUARE MALL

  	
   

  	
   

  	
   

  	
  ORLAND PARK

  	
   

  	
  IL

  	
   

  	
  60462

  	
   

  	
  708-349-2088

  	
   

  	
  (708)
  349-1293

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  550

  	
   

  	
  UNIVERSITY PARK

  	
   

  	
  UNIVERSITY PARK

  	
   

  	
  6501 GRAPE ROAD SUITE 280

  	
   

  	
  MISHAWAKA

  	
   

  	
  IN

  	
   

  	
  46545

  	
   

  	
  574-277-0267

  	
   

  	
  (219)
  277-3655

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  551

  	
   

  	
  PALISADES

  	
   

  	
  2810 PALISADES CRT DR

  	
   

  	
   

  	
   

  	
  WEST NYACK

  	
   

  	
  NY

  	
   

  	
  10994

  	
   

  	
  845-348-0039

  	
   

  	
  (914)
  348-0095

  	
   

  	
  3/31/2008

  	
   

  	
  Lease

  	
   

  
	
  556

  	
   

  	
  FLORENCE MALL

  	
   

  	
  FLORENCE MALL

  	
   

  	
  2000 FLORENCE MALL

  	
   

  	
  FLORENCE

  	
   

  	
  KY

  	
   

  	
  41042

  	
   

  	
  859-525-6786

  	
   

  	
  (606)
  525-6756

  	
   

  	
  5/31/2012

  	
   

  	
  Lease

  	
   

  
	
  557

  	
   

  	
  GREAT NORTHERN

  	
   

  	
  GREAT NORTHERN MALL

  	
   

  	
  BOX 56,362 GR. NORTHERN BLVD

  	
   

  	
  NO. OLMSTED

  	
   

  	
  OH

  	
   

  	
  44070

  	
   

  	
  440-779-8164

  	
   

  	
  (440)
  779-4318

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  559

  	
   

  	
  WESTMORELAND

  	
   

  	
  WESTMORELAND MALL

  	
   

  	
  ROUTE 30 EAST SPACE 261

  	
   

  	
  GREENSBURG

  	
   

  	
  PA

  	
   

  	
  15601

  	
   

  	
  724-836-7293

  	
   

  	
  (412)
  837-5450

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  561

  	
   

  	
  MACON MALL

  	
   

  	
  214 MACON MALL

  	
   

  	
  3661 EISENHOWER PWY

  	
   

  	
  MACON

  	
   

  	
  GA

  	
   

  	
  31212

  	
   

  	
  912-477-8674

  	
   

  	
  (912)
  474-4595

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  562

  	
   

  	
  WESTGATE MALL

  	
   

  	
  200 WESTGATE MALL

  	
   

  	
  205 W. BLACKSTOCK ROAD

  	
   

  	
  SPARTANBURG

  	
   

  	
  SC

  	
   

  	
  29301

  	
   

  	
  864-574-1210

  	
   

  	
  (864)
  574-7149

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  563

  	
   

  	
  ALBANY MALL

  	
   

  	
  2601 DAWSON RD

  	
   

  	
  SPACE C6

  	
   

  	
  ALBANY

  	
   

  	
  GA

  	
   

  	
  31707

  	
   

  	
  912-435-7526

  	
   

  	
  (912)
  434-1447

  	
   

  	
  5/31/2010

  	
   

  	
  Lease

  	
   

  
	
  564

  	
   

  	
  SOUTHLAKE

  	
   

  	
  2431 SOUTHLAKE MALL

  	
   

  	
  GA 54 & I-75 SOUTH

  	
   

  	
  MORROW

  	
   

  	
  GA

  	
   

  	
  30260

  	
   

  	
  770-961-4692

  	
   

  	
  (770)
  961-5318

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  565

  	
   

  	
  EASTDALE MALL

  	
   

  	
  EASTDALE MALL

  	
   

  	
  1014 EASTDALE MALL

  	
   

  	
  MONTGOMERY

  	
   

  	
  AL

  	
   

  	
  36117

  	
   

  	
  334-277-8472

  	
   

  	
  (334)
  271-6136

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  566

  	
   

  	
  HAMMOND SQUARE

  	
   

  	
  HAMMOND SQUARE BOX 212

  	
   

  	
  2000 SW RAILROAD AVE

  	
   

  	
  HAMMOND

  	
   

  	
  LA

  	
   

  	
  70403

  	
   

  	
  985-345-5008

  	
   

  	
  (504)
  542-7007

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  567

  	
   

  	
  MALL OF AMERICA

  	
   

  	
  MALL OF AMERICA

  	
   

  	
  S 144 SOUTH BLVD

  	
   

  	
  BLOOMINGTON

  	
   

  	
  MN

  	
   

  	
  55425

  	
   

  	
  952-858-8815

  	
   

  	
  (952)
  858-9117

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  568

  	
   

  	
  REGENCY SQUARE

  	
   

  	
  REGENCY SQUARE MALL

  	
   

  	
  301 COX CREEK PKWY

  	
   

  	
  FLORENCE

  	
   

  	
  AL

  	
   

  	
  35630

  	
   

  	
  256-766-4055

  	
   

  	
  (256)
  766-3134

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  570

  	
   

  	
  ANDERSON MALL

  	
   

  	
  D-6 ANDERSON MALL

  	
   

  	
  3131 N. MAIN STREET

  	
   

  	
  ANDERSON

  	
   

  	
  SC

  	
   

  	
  29621

  	
   

  	
  864-225-3227

  	
   

  	
  (864)
  224-4979

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  575

  	
   

  	
  COUNTRYSIDE MALL

  	
   

  	
  COUNTRYSIDE MALL, SUITE 1047

  	
   

  	
  27001 US 19 N

  	
   

  	
  CLEARWATER

  	
   

  	
  FL

  	
   

  	
  34621

  	
   

  	
  727-796-1266

  	
   

  	
  (727)
  791-0516

  	
   

  	
  3/31/2006

  	
   

  	
  Lease

  	
   

  
	
  579

  	
   

  	
  COASTLAND MALL

  	
   

  	
  COASTLAND MALL

  	
   

  	
  2048 TAMIAMI TRAIL

  	
   

  	
  NAPLES

  	
   

  	
  FL

  	
   

  	
  34102

  	
   

  	
  239-261-8666

  	
   

  	
  (941)
  261-6925

  	
   

  	
  6/30/2007

  	
   

  	
  Lease

  	
   

  
	
  581

  	
   

  	
  OCEAN COUNTY

  	
   

  	
  OCEAN COUNTY

  	
   

  	
  1201 HOOPER AVE SP#543

  	
   

  	
  TOMS RIVER

  	
   

  	
  NJ

  	
   

  	
  08753

  	
   

  	
  732-349-7500

  	
   

  	
  (732)
  349-6759

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  582

  	
   

  	
  SEMINOLE TOWN CENTER

  	
   

  	
  SEMINOLE TOWNE CENTER

  	
   

  	
  160 TOWN CENTER BLVD,SP B-05

  	
   

  	
  SANFORD

  	
   

  	
  FL

  	
   

  	
  32771

  	
   

  	
  407-322-4112

  	
   

  	
  (407)
  322-4113

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  583

  	
   

  	
  QUAKERBRIDGE MALL

  	
   

  	
  QUAKERBRIDGE MALL

  	
   

  	
  265 QUAKERBRIDGE MALL

  	
   

  	
  LAWRENCEVILLE

  	
   

  	
  NJ

  	
   

  	
  08648

  	
   

  	
  609-799-5653

  	
   

  	
  (609)
  799-5653

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  584

  	
   

  	
  TUTTLE CROSSING

  	
   

  	
  TUTTLE CROSSING SP154

  	
   

  	
  5043 TUTTLE CROSSING BLVD

  	
   

  	
  DUBLIN

  	
   

  	
  OH

  	
   

  	
  43017

  	
   

  	
  614-799-1349

  	
   

  	
  (614)
  799-8372

  	
   

  	
  7/23/2007

  	
   

  	
  Lease

  	
   

  
	
  585

  	
   

  	
  ROCKAWAY TOWN CENTER

  	
   

  	
  ROCKAWAY TOWN CENTER

  	
   

  	
  31 ROCKAWAY TOWN CENTER

  	
   

  	
  ROCKAWAY TWNSP

  	
   

  	
  NJ

  	
   

  	
  07866

  	
   

  	
  973-366-5787

  	
   

  	
  (973)
  366-5890

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  



 


13

















 


	
  Str#

  	
   

  	
  Store Name

  	
   

  	
  Mall
  Address

  	
   

  	
  Store
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Phone1

  	
   

  	
  Phone2

  	
   

  	
  Lease

  Expiration

  	
   

  	
  Occupancy

  Status

  	
   

  
	
  590

  	
   

  	
  MERCED MALL

  	
   

  	
  MERCED MALL

  	
   

  	
  264 MERCED MALL

  	
   

  	
  MERCED

  	
   

  	
  CA

  	
   

  	
  95348

  	
   

  	
  209-723-7668

  	
   

  	
  (209)
  723-8134

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  592

  	
   

  	
  CHERRY HILL

  	
   

  	
  CHERRY HILL

  	
   

  	
  10001 CHERRY HILL

  	
   

  	
  CHERRY HILL

  	
   

  	
  NJ

  	
   

  	
  08002

  	
   

  	
  856-665-3310

  	
   

  	
  (609)
  665-5986

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  595

  	
   

  	
  GREENBRIER

  	
   

  	
  GREENBRIER MALL SUITE 2230

  	
   

  	
  1401 GREENBRIER PWY

  	
   

  	
  CHESAPEAKE

  	
   

  	
  VA

  	
   

  	
  23320

  	
   

  	
  757-420-9693

  	
   

  	
  (757)
  420-7593

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  596

  	
   

  	
  LAUREL CENTER

  	
   

  	
  LAUREL CENTER

  	
   

  	
  14894 BLATIMORE AVENUE

  	
   

  	
  LAUREL

  	
   

  	
  MD

  	
   

  	
  20707

  	
   

  	
  301-490-0660

  	
   

  	
  (301)
  490-3895

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  597

  	
   

  	
  HOLYOKE MALL

  	
   

  	
  50 HOLYOKE ST SPACE F381

  	
   

  	
   

  	
   

  	
  HOLYOKE

  	
   

  	
  MA

  	
   

  	
  01040

  	
   

  	
  413-536-4157

  	
   

  	
  (413)
  536-6739

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  598

  	
   

  	
  OAK PARK

  	
   

  	
  OAK PARK MALL

  	
   

  	
  OAK PARK MALL SPACE 105

  	
   

  	
  OAK PARK

  	
   

  	
  KS

  	
   

  	
  66214

  	
   

  	
  913-888-6609

  	
   

  	
  (913)
  888-3188

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  600

  	
   

  	
  MEDIA CITY

  	
   

  	
  201 E. MAGNOLIA AVE

  	
   

  	
   

  	
   

  	
  BURBANK

  	
   

  	
  CA

  	
   

  	
  91502

  	
   

  	
  818-559-7396

  	
   

  	
  (818)
  559-7498

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  601

  	
   

  	
  CHESTERFIELD MALL

  	
   

  	
  CHESTERFIELD MALL

  	
   

  	
  11500 MIDLOTHIAN TURNPIKE

  	
   

  	
  RICHMOND

  	
   

  	
  VA

  	
   

  	
  23235

  	
   

  	
  804-379-3211

  	
   

  	
  (804)
  379-3568

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  604

  	
   

  	
  PENN SQUARE

  	
   

  	
  PENN SQUARE

  	
   

  	
  SPACE #1015, NW HWY. & PENNS

  	
   

  	
  OKLAHOMA CITY

  	
   

  	
  OK

  	
   

  	
  73118

  	
   

  	
  405-843-7526

  	
   

  	
  (405)
  843-7531

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  617

  	
   

  	
  WEST COUNTY MALL

  	
   

  	
  WEST COUNTY MALL

  	
   

  	
  64 WEST COUNTY CENTER SP1250

  	
   

  	
  DES PERES

  	
   

  	
  MO

  	
   

  	
  63131

  	
   

  	
  314-966-3923

  	
   

  	
  (314)
  966-6295

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  620

  	
   

  	
  MESILLA VALLEY MALL

  	
   

  	
  1530 MESILLA VALLEY MALL

  	
   

  	
  700 S. TELSHORE, SP 1012

  	
   

  	
  LAS CRUCES

  	
   

  	
  NM

  	
   

  	
  88001

  	
   

  	
  505-522-8120

  	
   

  	
  (505)
  522-4795

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  624

  	
   

  	
  OAKWOOD CENTER

  	
   

  	
  OAKWOOD MALL SPACE 69

  	
   

  	
  197-69 WESTBANK EXPRESSWAY

  	
   

  	
  GRETNA

  	
   

  	
  LA

  	
   

  	
  70053

  	
   

  	
  504-362-1721

  	
   

  	
  (504)
  367-5441

  	
   

  	
  6/30/2006

  	
   

  	
  Lease

  	
   

  
	
  628

  	
   

  	
  SUN VALLEY

  	
   

  	
  SUN VALLEY

  	
   

  	
  248 SUN VALLEY

  	
   

  	
  CONCORD

  	
   

  	
  CA

  	
   

  	
  94520

  	
   

  	
  925-680-7566

  	
   

  	
  (925)
  680-0371

  	
   

  	
  11/30/2010

  	
   

  	
  Lease

  	
   

  
	
  630

  	
   

  	
  AUGUSTA MALL

  	
   

  	
  2001 AUGUSTA MALL

  	
   

  	
  3450 WRIGHTSBORO ROAD

  	
   

  	
  AUGUSTA

  	
   

  	
  GA

  	
   

  	
  30909

  	
   

  	
  706-736-4636

  	
   

  	
  (706)
  738-9668

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  631

  	
   

  	
  INDEPENDENCE

  	
   

  	
  INDEPENDENCE MALL

  	
   

  	
  3500 OLEANDER DRIVE

  	
   

  	
  WILMINGTON

  	
   

  	
  NC

  	
   

  	
  28403

  	
   

  	
  910-799-7774

  	
   

  	
  (910)
  799-7381

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  634

  	
   

  	
  MAGNOLIA MALL

  	
   

  	
  34 MAGNOLIA MALL

  	
   

  	
  2701 W. DAVID MCLEOD BLVD

  	
   

  	
  FLORENCE

  	
   

  	
  SC

  	
   

  	
  29501

  	
   

  	
  843-667-4575

  	
   

  	
  (843)
  667-4415

  	
   

  	
  9/30/2005

  	
   

  	
  Lease

  	
   

  
	
  637

  	
   

  	
  GRANITE RUN

  	
   

  	
  GRANITE RUN MALL

  	
   

  	
  1067 W. BALTIMORE PIKE SP130

  	
   

  	
  MEDIA

  	
   

  	
  PA

  	
   

  	
  19063

  	
   

  	
  610-565-1345

  	
   

  	
  (610)
  565-1481

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  640

  	
   

  	
  HAYWOOD MALL

  	
   

  	
  HAYWOOD MALL

  	
   

  	
  HAYWOOD MALL BOX 311

  	
   

  	
  GREENVILLE

  	
   

  	
  SC

  	
   

  	
  29607

  	
   

  	
  864-288-0693

  	
   

  	
  (864)
  297-6579

  	
   

  	
  1/31/2014

  	
   

  	
  Lease

  	
   

  
	
  641

  	
   

  	
  UNIVERSITY

  	
   

  	
  138 UNIVERSITY MALL

  	
   

  	
  1701 MCFARLAND BLVD

  	
   

  	
  TUSCALOOSA

  	
   

  	
  AL

  	
   

  	
  35404

  	
   

  	
  205-556-4476

  	
   

  	
  (205)
  556-4239

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  642

  	
   

  	
  JESSAMINE

  	
   

  	
  SUMTER MALL

  	
   

  	
  1057-10 BROAD STREET

  	
   

  	
  SUMTER

  	
   

  	
  SC

  	
   

  	
  29150

  	
   

  	
  803-775-8262

  	
   

  	
  (803)
  775-4272

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  643

  	
   

  	
  SHANNON MALL

  	
   

  	
  SHANNON MALL

  	
   

  	
  BOX 369

  	
   

  	
  UNION CITY

  	
   

  	
  GA

  	
   

  	
  30291

  	
   

  	
  770-964-4410

  	
   

  	
  (770)
  969-9160

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  645

  	
   

  	
  GEORGIA SQUARE

  	
   

  	
  GEORGIA SQUARE

  	
   

  	
  3700 ATLANTA HIGHWAY SP 129

  	
   

  	
  ATHENS

  	
   

  	
  GA

  	
   

  	
  30606

  	
   

  	
  706-549-1672

  	
   

  	
  (706)
  549-8474

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  646

  	
   

  	
  BRASS MILLS

  	
   

  	
  BRASS MILLS

  	
   

  	
  495 UNION STREET SP 1052

  	
   

  	
  WATERBURY

  	
   

  	
  CT

  	
   

  	
  06721

  	
   

  	
  203-574-5472

  	
   

  	
  -

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  647

  	
   

  	
  WASHINGTON COMMONS

  	
   

  	
  WASHINGTON COMMONS

  	
   

  	
  WASHINGTON COMMONS C1310

  	
   

  	
  GREEN BAY

  	
   

  	
  WI

  	
   

  	
  54301

  	
   

  	
  920-432-5661

  	
   

  	
  (920)
  432-9153

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  648

  	
   

  	
  CRABTREE VALLEY MALL

  	
   

  	
  CRABTREE VALLEY MALL

  	
   

  	
  4325 GLENWOOD AVE SP U-234

  	
   

  	
  RALEIGH

  	
   

  	
  NC

  	
   

  	
  27612

  	
   

  	
  919-782-7002

  	
   

  	
  (919)
  782-0344

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  649

  	
   

  	
  NORTHPARK

  	
   

  	
  NORTHPARK MALL SPACE B3 & B5

  	
   

  	
  101 RANGELINE ROAD

  	
   

  	
  JOPLIN

  	
   

  	
  MO

  	
   

  	
  64801

  	
   

  	
  417-782-0763

  	
   

  	
  (417)
  782-5362

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  650

  	
   

  	
  CLEARVIEW

  	
   

  	
  101 CLEARVIEW CIRCLE

  	
   

  	
   

  	
   

  	
  BUTLER

  	
   

  	
  PA

  	
   

  	
  16001

  	
   

  	
  724-283-8789

  	
   

  	
  (724)
  283-6983

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  651

  	
   

  	
  ST. CLAIR SQUARE

  	
   

  	
  113 ST. CLAIR SQUARE

  	
   

  	
   

  	
   

  	
  FAIRVIEW HTS

  	
   

  	
  IL

  	
   

  	
  62208

  	
   

  	
  618-632-3829

  	
   

  	
  (618)
  632-3829

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  652

  	
   

  	
  ALTON SQUARE

  	
   

  	
  ALTON SQUARE MALL

  	
   

  	
  123 ALTON ROAD

  	
   

  	
  ALTON

  	
   

  	
  IL

  	
   

  	
  62002

  	
   

  	
  618-465-9468

  	
   

  	
  (618)
  465-8301

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  653

  	
   

  	
  BENSONHURST

  	
   

  	
  8603 21ST AVE

  	
   

  	
   

  	
   

  	
  BROOKLYN

  	
   

  	
  NY

  	
   

  	
  11204

  	
   

  	
  718-996-0734

  	
   

  	
  -

  	
   

  	
  12/31/2008

  	
   

  	
  Lease

  	
   

  
	
  654

  	
   

  	
  UNIONTOWN MALL

  	
   

  	
  UNIONTOWN MALL, SPACE 1420

  	
   

  	
  1368 W. MAIN ST.

  	
   

  	
  UNIONTOWN

  	
   

  	
  PA

  	
   

  	
  15401

  	
   

  	
  724-439-8929

  	
   

  	
  (724)
  439-8936

  	
   

  	
  3/31/2004

  	
   

  	
  Lease

  	
   

  
	
  655

  	
   

  	
  THE EMPIRE

  	
   

  	
  710 EMPIRE MALL

  	
   

  	
  4001 W 41 STREET

  	
   

  	
  SIOUX FALLS

  	
   

  	
  SD

  	
   

  	
  57116

  	
   

  	
  605-361-1822

  	
   

  	
  (605)
  361-9557

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  656

  	
   

  	
  LOUIS JOLIET

  	
   

  	
  1132 LOUIS JOLIET MALL

  	
   

  	
  3340 MALL LOOP DRIVE

  	
   

  	
  JOLIET

  	
   

  	
  IL

  	
   

  	
  60435

  	
   

  	
  815-439-1194

  	
   

  	
  (815)
  439-1324

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  660

  	
   

  	
  STEINWAY STREET

  	
   

  	
  30-37 STEINWAY ST. SPACE #30

  	
   

  	
   

  	
   

  	
  ASTORIA

  	
   

  	
  NY

  	
   

  	
  11103

  	
   

  	
  718-204-0117

  	
   

  	
  (718)
  204-0152

  	
   

  	
  8/31/2007

  	
   

  	
  Lease

  	
   

  
	
  661

  	
   

  	
  CASTLETON SQUARE

  	
   

  	
  CASTLETON SQUARE

  	
   

  	
  6020 E 82ND ST

  	
   

  	
  INDIANAPOLIS

  	
   

  	
  IN

  	
   

  	
  46250

  	
   

  	
  317-842-4819

  	
   

  	
  (317)
  842-0341

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  662

  	
   

  	
  MALL @ STONE CREST

  	
   

  	
  MALL @ STORE CREST

  	
   

  	
  8000 MALL PARKWAY SP1560

  	
   

  	
  LITHONIA

  	
   

  	
  GA

  	
   

  	
  30038

  	
   

  	
  678-526-2529

  	
   

  	
  -

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  664

  	
   

  	
  SOUTH PARK

  	
   

  	
  SOUTH PARK MALL

  	
   

  	
  4500 16TH STREET

  	
   

  	
  MOLINE

  	
   

  	
  IL

  	
   

  	
  61265

  	
   

  	
  309-762-8833

  	
   

  	
  (309)
  762-9867

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  665

  	
   

  	
  ROSEDALE CENTER

  	
   

  	
  ROSEDALE CENTER

  	
   

  	
  501 ROSEDALE CENTER

  	
   

  	
  ROSEVILLE

  	
   

  	
  MN

  	
   

  	
  55113

  	
   

  	
  651-636-5438

  	
   

  	
  (651)
  636-0756

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  675

  	
   

  	
  FIESTA MALL

  	
   

  	
  2014 FIESTA MALL

  	
   

  	
   

  	
   

  	
  MESA

  	
   

  	
  AZ

  	
   

  	
  85202

  	
   

  	
  480-834-8403

  	
   

  	
  (602)
  890-8201

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  677

  	
   

  	
  FAIRFIELD COMMONS

  	
   

  	
  2727 FAIRFIELD COMMONS

  	
   

  	
  SPACE W113

  	
   

  	
  BEAVERCREEK

  	
   

  	
  OH

  	
   

  	
  45431

  	
   

  	
  937-320-9290

  	
   

  	
  (937)
  320-9261

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  680

  	
   

  	
  LAYTON HILLS

  	
   

  	
  1400 N. HILLFIELD RD. #2056

  	
   

  	
   

  	
   

  	
  LAYTON HILLS

  	
   

  	
  UT

  	
   

  	
  84041

  	
   

  	
  801-544-9274

  	
   

  	
  (801)
  544-7103

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  682

  	
   

  	
  BROWARD MALL

  	
   

  	
  BROWARD MALL

  	
   

  	
  8000 W BROWARD BLVD SP 723

  	
   

  	
  PLANTATION

  	
   

  	
  FL

  	
   

  	
  33388

  	
   

  	
  954-472-2110

  	
   

  	
  (954)
  472-8341

  	
   

  	
  3/31/2004

  	
   

  	
  Lease

  	
   

  
	
  684

  	
   

  	
  GOVERNOR’S SQUARE

  	
   

  	
  GOVERNOR’S SQUARE #2102

  	
   

  	
  1500 APALACHEE PARKWAY

  	
   

  	
  TALLAHASSEE

  	
   

  	
  FL

  	
   

  	
  32301

  	
   

  	
  850-878-7650

  	
   

  	
  (850)
  878-4718

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  686

  	
   

  	
  OXFORD VALLEY

  	
   

  	
  2300 E. LINCOLN HWY

  	
   

  	
  SPACE #E3/E2A

  	
   

  	
  LANGHORNE

  	
   

  	
  PA

  	
   

  	
  19047

  	
   

  	
  215-741-0684

  	
   

  	
  (215)
  741-0684

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  690

  	
   

  	
  SOUTH COUNTY

  	
   

  	
  316 SOUTH COUNTY CTR

  	
   

  	
   

  	
   

  	
  ST. LOUIS

  	
   

  	
  MO

  	
   

  	
  63129

  	
   

  	
  314-894-1452

  	
   

  	
  (314)
  892-6925

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  692

  	
   

  	
  RANDHURST CENTER

  	
   

  	
  RANDHURST SHOPPING CTR

  	
   

  	
  999 ELMHURST ROAD

  	
   

  	
  MT PROSPECT

  	
   

  	
  IL

  	
   

  	
  60056

  	
   

  	
  847-255-5577

  	
   

  	
  (847)
  255-5970

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  693

  	
   

  	
  NORTH. RIVERSIDE PARK

  	
   

  	
  NO RIVERSIDE PARK CTR

  	
   

  	
  7501 WEST CERMAK ROAD

  	
   

  	
  NO. RIVERSIDE

  	
   

  	
  IL

  	
   

  	
  60546

  	
   

  	
  708-447-8585

  	
   

  	
  (708)
  447-6202

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  694

  	
   

  	
  YORKTOWN CENTER

  	
   

  	
  237 YORKTOWN SHOPPING CENTER

  	
   

  	
   

  	
   

  	
  LOMBARD

  	
   

  	
  IL

  	
   

  	
  60148

  	
   

  	
  630-629-6070

  	
   

  	
  (630)
  629-1130

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  697

  	
   

  	
  THE MEADOWS

  	
   

  	
  4300 MEADOW LANE

  	
   

  	
   

  	
   

  	
  LAS VEGAS

  	
   

  	
  NV

  	
   

  	
  89107

  	
   

  	
  702-878-9517

  	
   

  	
  (702)
  878-4321

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  698

  	
   

  	
  ARDEN FAIR

  	
   

  	
  ARDEN FAIR

  	
   

  	
  1204 ARDEN WAY

  	
   

  	
  SACRAMENTO

  	
   

  	
  CA

  	
   

  	
  95815

  	
   

  	
  916-929-0804

  	
   

  	
  (916)
  929-2157

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  700

  	
   

  	
  PLYMOUTH MALL

  	
   

  	
  1090 PLYMOUTH MALL

  	
   

  	
  500 GERMANTOWN PIKE

  	
   

  	
  PLYMOUTH MTG

  	
   

  	
  PA

  	
   

  	
  19462

  	
   

  	
  610-825-5003

  	
   

  	
  (610)
  825-5281

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  701

  	
   

  	
  PLAZA CAMINO

  	
   

  	
  PLAZA CAMINO, SPACE 122

  	
   

  	
  2525 EL CAMINO REAL

  	
   

  	
  CARLSBAD

  	
   

  	
  CA

  	
   

  	
  92008

  	
   

  	
  760-730-0364

  	
   

  	
  (760)
  730-0367

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  707

  	
   

  	
  CUTLER RIDGE

  	
   

  	
  CUTLER RIDGE MALL SPACE 1183

  	
   

  	
  20505 S DIXIE HWY

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33189

  	
   

  	
  305-252-1292

  	
   

  	
  (305)
  252-1257

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  708

  	
   

  	
  WESTMINSTER

  	
   

  	
  WESTMINSSTER MALL

  	
   

  	
  2016 WESTMINISTER MALL

  	
   

  	
  WESTMINSTER

  	
   

  	
  CA

  	
   

  	
  92683

  	
   

  	
  714-894-1162

  	
   

  	
  (714)
  893-4380

  	
   

  	
  9/30/2013

  	
   

  	
  Lease

  	
   

  
	
  713

  	
   

  	
  CENTURY III

  	
   

  	
  382 CENTURY III MALL

  	
   

  	
  3075 CLAIRTON RD.

  	
   

  	
  WEST MIFFLIN

  	
   

  	
  PA

  	
   

  	
  15123

  	
   

  	
  412-653-7745

  	
   

  	
  (412)
  653-3232

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  714

  	
   

  	
  SIERRA VISTA

  	
   

  	
  SIERRA VISTA, SP. #105

  	
   

  	
  1050 SHAW AVE

  	
   

  	
  CLOVIS

  	
   

  	
  CA

  	
   

  	
  93612

  	
   

  	
  559-297-4436

  	
   

  	
  (559)
  297-4592

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  716

  	
   

  	
  CROSSROADS

  	
   

  	
  77 CROSSROADS MALL

  	
   

  	
   

  	
   

  	
  MT. HOPE

  	
   

  	
  WV

  	
   

  	
  25880

  	
   

  	
  304-253-9700

  	
   

  	
  (304)
  253-0998

  	
   

  	
  6/30/2004

  	
   

  	
  Lease

  	
   

  



 


14

















 


	
  Str#

  	
   

  	
  Store Name

  	
   

  	
  Mall
  Address

  	
   

  	
  Store
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Phone1

  	
   

  	
  Phone2

  	
   

  	
  Lease

  Expiration

  	
   

  	
  Occupancy

  Status

  	
   

  
	
  718

  	
   

  	
  GREAT LAKES

  	
   

  	
  GREAT LAKES MALL

  	
   

  	
  7850 MENTOR AVE

  	
   

  	
  MENTOR

  	
   

  	
  OH

  	
   

  	
  44060

  	
   

  	
  440-255-1372

  	
   

  	
  (440)
  255-6897

  	
   

  	
  10/31/2008

  	
   

  	
  Lease

  	
   

  
	
  719

  	
   

  	
  RICHMOND TOWN SQUARE

  	
   

  	
  RICHMOND TOWN SQUARE

  	
   

  	
  591 RICHMOND RD

  	
   

  	
  RICHMOND HEIGHTS

  	
   

  	
  OH

  	
   

  	
  44143

  	
   

  	
  216-473-1258

  	
   

  	
  (440)
  473-0529

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  721

  	
   

  	
  HUNTINGTON

  	
   

  	
  SPACE 560

  	
   

  	
  HUNTINGTON MALL

  	
   

  	
  BARBOURSVILLE

  	
   

  	
  WV

  	
   

  	
  25504

  	
   

  	
  304-733-0439

  	
   

  	
  (304)
  733-2636

  	
   

  	
  8/31/2006

  	
   

  	
  Lease

  	
   

  
	
  722

  	
   

  	
  WEST TOWN

  	
   

  	
  WEST TOWN MALL

  	
   

  	
  7600 KINGSTON PIKE

  	
   

  	
  KNOXVILLE

  	
   

  	
  TN

  	
   

  	
  37919

  	
   

  	
  865-690-6525

  	
   

  	
  (423)
  690-5675

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  726

  	
   

  	
  GREENSPOINT

  	
   

  	
  GREESNPOINT MALL

  	
   

  	
  40 GREENSPOINT MALL

  	
   

  	
  HOUSTON

  	
   

  	
  TX

  	
   

  	
  77060

  	
   

  	
  281-875-0247

  	
   

  	
  (281)
  872-0172

  	
   

  	
  3/31/2004

  	
   

  	
  Lease

  	
   

  
	
  727

  	
   

  	
  SHARPSTOWN

  	
   

  	
  SHARPSTOWN

  	
   

  	
  716 SHARPSTOWN CENTER, 7500

  	
   

  	
  HOUSTON

  	
   

  	
  TX

  	
   

  	
  77036

  	
   

  	
  713-776-3134

  	
   

  	
  (713)
  776-9735

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  731

  	
   

  	
  DEL NORTE

  	
   

  	
  206 MALL DEL NORTE

  	
   

  	
  5300 SAN DARIO #206

  	
   

  	
  LAREDO

  	
   

  	
  TX

  	
   

  	
  78041

  	
   

  	
  956-722-1633

  	
   

  	
  (956)
  722-1633

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  733

  	
   

  	
  CORTANA MALL

  	
   

  	
  CORTANA MALL

  	
   

  	
  9487 CORTANA PLACE

  	
   

  	
  BATON ROUGE

  	
   

  	
  LA

  	
   

  	
  70815

  	
   

  	
  225-926-4233

  	
   

  	
  (225)
  926-6816

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  735

  	
   

  	
  INGRAM PARK

  	
   

  	
  INGRAM PARK

  	
   

  	
  6301 NW LOOP 410

  	
   

  	
  SAN ANTONIO

  	
   

  	
  TX

  	
   

  	
  78238

  	
   

  	
  210-681-6750

  	
   

  	
  (210)
  681-5391

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  739

  	
   

  	
  SUNRISE MALL

  	
   

  	
  SUNRISE MALL

  	
   

  	
  2370 N. EXPRESSWAY SUITE1038

  	
   

  	
  BROWNSVILLE

  	
   

  	
  TX

  	
   

  	
  78521

  	
   

  	
  956-541-7179

  	
   

  	
  (956)
  542-4229

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  741

  	
   

  	
  HIGHLAND MALL

  	
   

  	
  HIGHLAND MALL

  	
   

  	
  6001 AIRPORT BLVD.

  	
   

  	
  AUSTIN

  	
   

  	
  TX

  	
   

  	
  78752

  	
   

  	
  512-453-6047

  	
   

  	
  (512)
  453-8394

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  744

  	
   

  	
  SECURITY SQUARE

  	
   

  	
  SECURITY SQUARE MALL

  	
   

  	
  6901 SECURITY SQ BLVD. SP241

  	
   

  	
  BALTIMORE

  	
   

  	
  MD

  	
   

  	
  21207

  	
   

  	
  410-994-6680

  	
   

  	
  (410)
  944-6689

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  745

  	
   

  	
  SIKES CENTER

  	
   

  	
  SIKES CENTER

  	
   

  	
  3111 MIDWESTERN PARKWAY, 119

  	
   

  	
  WICHITA FALLS

  	
   

  	
  TX

  	
   

  	
  76308

  	
   

  	
  940-692-8681

  	
   

  	
  (940)
  692-8566

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  746

  	
   

  	
  TYSONS CORNER

  	
   

  	
  TYSONS CTR

  	
   

  	
  7963L TYSON’S CTR SP#G8L

  	
   

  	
  MCLEAN

  	
   

  	
  VA

  	
   

  	
  22102

  	
   

  	
  703-893-9887

  	
   

  	
  (703)
  893-8621

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  748

  	
   

  	
  RIVER RIDGE MALL

  	
   

  	
  RIVER RIDGE MALL, F-260

  	
   

  	
  3405 CANDLERS MOUNTAIN RD.

  	
   

  	
  LYNCHBURG

  	
   

  	
  VA

  	
   

  	
  24502

  	
   

  	
  434-237-1616

  	
   

  	
  (804)
  237-4050

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  751

  	
   

  	
  NEWBURGH MALL

  	
   

  	
  NEWBURGH MALL

  	
   

  	
  1401 ROUTE 300 SUITE 111

  	
   

  	
  NEWBURGH

  	
   

  	
  NY

  	
   

  	
  12550

  	
   

  	
  845-564-7740

  	
   

  	
  (914)
  564-8269

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  752

  	
   

  	
  FASHION SQAURE MALL

  	
   

  	
  CHARLOTTESVILLE FASHION SQ

  	
   

  	
  1532 RIO ROAD

  	
   

  	
  CHARLOTTESVILLE

  	
   

  	
  VA

  	
   

  	
  22901

  	
   

  	
  434-973-7019

  	
   

  	
  (804)
  973-5273

  	
   

  	
  12/31/2005

  	
   

  	
  Lease

  	
   

  
	
  753

  	
   

  	
  GALLERIA

  	
   

  	
  GALLERIA

  	
   

  	
  100 MAIN STREET #305

  	
   

  	
  WHITE PLAINS

  	
   

  	
  NY

  	
   

  	
  10601

  	
   

  	
  914-761-6986

  	
   

  	
  (914)
  761-6588

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  756

  	
   

  	
  BALDWIN HILLS

  	
   

  	
  3650 MARTIN LUTHER KING BLD

  	
   

  	
  BALDWIN HILLS SPACE #109-111

  	
   

  	
  LOS ANGELES

  	
   

  	
  CA

  	
   

  	
  90008

  	
   

  	
  323-290-0276

  	
   

  	
  (323)
  290-0279

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  757

  	
   

  	
  NORTHLAND

  	
   

  	
  21500 NW HWY, STE BC-2

  	
   

  	
   

  	
   

  	
  SOUTHFIELD

  	
   

  	
  MI

  	
   

  	
  48075

  	
   

  	
  248-443-5520

  	
   

  	
  (248)
  443-1575

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  758

  	
   

  	
  SUNLAND

  	
   

  	
  SPACE D8, 9 SUNLAND MALL

  	
   

  	
  750 SUNLAND PARK DRIVE

  	
   

  	
  EL PASO

  	
   

  	
  TX

  	
   

  	
  79912

  	
   

  	
  915-833-7634

  	
   

  	
  (915)
  833-7636

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  760

  	
   

  	
  SOUTHPARK

  	
   

  	
  SOUTHPARK MALL, SPACE #F17

  	
   

  	
  170 SOUTHPARK DRIVE

  	
   

  	
  COLONIAL HEIGHTS

  	
   

  	
  VA

  	
   

  	
  23834

  	
   

  	
  804-526-5557

  	
   

  	
  (804)
  526-5631

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  762

  	
   

  	
  ROLLING OAKS

  	
   

  	
  ROLLING OAKS

  	
   

  	
  6909 NORTH LOOP 1604 E.

  	
   

  	
  SAN ANTONIO

  	
   

  	
  TX

  	
   

  	
  78247

  	
   

  	
  210-651-9468

  	
   

  	
  (210)
  651-5781

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  763

  	
   

  	
  THE SHOPS

  	
   

  	
  THE SHOPS MALL SUITE 170

  	
   

  	
   

  	
   

  	
  PHOENIX

  	
   

  	
  AZ

  	
   

  	
  85004

  	
   

  	
  602-252-1250

  	
   

  	
  (602)
  252-1270

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  769

  	
   

  	
  ANNAPOLIS MALL

  	
   

  	
  ANNAPOLIS MALL

  	
   

  	
  177 ANNAPOLIS MALL

  	
   

  	
  ANNAPOLIS

  	
   

  	
  MD

  	
   

  	
  21401

  	
   

  	
  410-266-6127

  	
   

  	
  (410)
  224-8849

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  770

  	
   

  	
  MONTGOMERY

  	
   

  	
  MONTGOMERY MALL

  	
   

  	
  292 MONTGOMERY MALL

  	
   

  	
  NORTH WALES

  	
   

  	
  PA

  	
   

  	
  19454

  	
   

  	
  215-362-8125

  	
   

  	
  (215)
  362-7535

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  771

  	
   

  	
  STROUD MALL

  	
   

  	
  ROUTE 611, SPACE 614

  	
   

  	
   

  	
   

  	
  STROUDSBURG

  	
   

  	
  PA

  	
   

  	
  18360

  	
   

  	
  570-420-9810

  	
   

  	
  (717)
  420-9813

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  773

  	
   

  	
  MALL ST MATTHEWS

  	
   

  	
  MALL @ ST MATTHEWS

  	
   

  	
  5000 SHELBYVILLE ROAD

  	
   

  	
  LOUISVILLE

  	
   

  	
  KY

  	
   

  	
  40207

  	
   

  	
  502-894-9103

  	
   

  	
  (502)
  894-9352

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  775

  	
   

  	
  REGENCY SQUARE

  	
   

  	
  REGENCY SQUARE

  	
   

  	
  1414 PARHAM RD.

  	
   

  	
  RICHMOND

  	
   

  	
  VA

  	
   

  	
  23229

  	
   

  	
  804-741-3316

  	
   

  	
  (804)
  741-4320

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  776

  	
   

  	
  OAK HOLLOW

  	
   

  	
  OAK HOLLOW MALL SPACE 13-90

  	
   

  	
  921 EASTCHESTER DR STE 1400

  	
   

  	
  HIGH POINT

  	
   

  	
  NC

  	
   

  	
  27265

  	
   

  	
  336-886-2544

  	
   

  	
  (336)
  886-2559

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  778

  	
   

  	
  SOUTH SHORE

  	
   

  	
  SOUTHSHORE MALL

  	
   

  	
  1701 SUNRISE HIGHWAY

  	
   

  	
  BAYSHORE

  	
   

  	
  NY

  	
   

  	
  11706

  	
   

  	
  631-666-6290

  	
   

  	
  (516)
  666-6645

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  779

  	
   

  	
  LYNNHAVEN MALL

  	
   

  	
  LYNNHAVEN MALL SUITE 1196

  	
   

  	
  701 LYNNHAVEN PWY

  	
   

  	
  VIRGINIA BEACH

  	
   

  	
  VA

  	
   

  	
  23452

  	
   

  	
  757-486-6337

  	
   

  	
  (757)
  486-1455

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  780

  	
   

  	
  SANGERTOWN SQUARE

  	
   

  	
  SANGERTOWN SQUARE

  	
   

  	
  COMMERCIAL DR

  	
   

  	
  NEW HARTFORD

  	
   

  	
  NY

  	
   

  	
  13413

  	
   

  	
  315-797-1081

  	
   

  	
  (315)
  797-0843

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  782

  	
   

  	
  HICKORY RIDGE

  	
   

  	
  HICKORY RIDGE MALL

  	
   

  	
  6093 HICKORY RIDGE MALL

  	
   

  	
  MEMPHIS

  	
   

  	
  TN

  	
   

  	
  38115

  	
   

  	
  901-362-9789

  	
   

  	
  (901)
  362-9664

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  783

  	
   

  	
  CITADEL MALL

  	
   

  	
  456 CITADEL MALL

  	
   

  	
  2070 SAM RITTENBERG BLVD

  	
   

  	
  CHARLESTON

  	
   

  	
  SC

  	
   

  	
  29407

  	
   

  	
  843-571-7499

  	
   

  	
  (843)
  766-6846

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  793

  	
   

  	
  LAS AGUILAS MALL

  	
   

  	
  LAS AGUILAS MALL

  	
   

  	
  455 SOUTH BIBB ST.

  	
   

  	
  EAGLE PASS

  	
   

  	
  TX

  	
   

  	
  78852

  	
   

  	
  830-773-4499

  	
   

  	
  (830)
  757-6528

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  795

  	
   

  	
  BATTLEFIELD

  	
   

  	
  BATTLEFIELD P-09

  	
   

  	
  P-09, 2825 S. GLENSTONE

  	
   

  	
  SPRINGFIELD

  	
   

  	
  MO

  	
   

  	
  65804

  	
   

  	
  417-887-7866

  	
   

  	
  (417)
  887-7325

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  802

  	
   

  	
  MERLE HAY

  	
   

  	
  MERLE HAY MALL SUITE 1207

  	
   

  	
   

  	
   

  	
  DES MOINES

  	
   

  	
  IA

  	
   

  	
  50310

  	
   

  	
  515-276-0902

  	
   

  	
  (515)
  276-6899

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  806

  	
   

  	
  OAKLAND MALL

  	
   

  	
  OAKLAND MALL

  	
   

  	
  630 W 14 MILE RD

  	
   

  	
  TROY

  	
   

  	
  MI

  	
   

  	
  48083

  	
   

  	
  248-588-3545

  	
   

  	
  (248)
  588-7256

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  808

  	
   

  	
  HARRISBURG EAST

  	
   

  	
  HARRISBURG EAST, SPACE 1A

  	
   

  	
  RTE. 83 AND PAXTON ST.

  	
   

  	
  HARRISBURG

  	
   

  	
  PA

  	
   

  	
  17111

  	
   

  	
  717-564-9277

  	
   

  	
  (717)
  564-9283

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  809

  	
   

  	
  VALENCIA TOWN CENTER

  	
   

  	
  VALENCIA TOWN CTR SPACE 1113

  	
   

  	
   

  	
   

  	
  VALENCIA

  	
   

  	
  CA

  	
   

  	
  91355

  	
   

  	
  661-287-4539

  	
   

  	
  (616)
  287-4542

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  811

  	
   

  	
  TRIANGLE TOWN CENTER

  	
   

  	
  TRIANGLE TOWN CENTER SP#1042

  	
   

  	
  5959 TRIANGLE TOWN BLVD

  	
   

  	
  RALEIGH

  	
   

  	
  NC

  	
   

  	
  27616

  	
   

  	
  919-792-2088

  	
   

  	
  919-792-2089

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  815

  	
   

  	
  BROOKFIELD SQUARE

  	
   

  	
  BROOKFIELD SQUARE MALL

  	
   

  	
  95 NORTH MOORLAND ROAD

  	
   

  	
  BROOKFIELD

  	
   

  	
  WI

  	
   

  	
  53005

  	
   

  	
  262-782-0988

  	
   

  	
  (414)
  782-0521

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  817

  	
   

  	
  UNIVERSITY

  	
   

  	
  UNIVERSITY MALL SPACE B 7

  	
   

  	
  1237 E MAIN STREET

  	
   

  	
  CARBONDALE

  	
   

  	
  IL

  	
   

  	
  62901

  	
   

  	
  618-529-3032

  	
   

  	
  (618)
  457-7269

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  819

  	
   

  	
  WEST VALLEY MALL

  	
   

  	
  WEST VALLEY MALL, SP 819

  	
   

  	
  3200 NAGLEE RD.

  	
   

  	
  TRACY

  	
   

  	
  CA

  	
   

  	
  95376

  	
   

  	
  209-839-9546

  	
   

  	
  (209)
  839-9546

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  821

  	
   

  	
  SPRING HILL

  	
   

  	
  1532 SPRING HILL MALL SP1180

  	
   

  	
   

  	
   

  	
  WEST DUNDEE

  	
   

  	
  IL

  	
   

  	
  60118

  	
   

  	
  847-428-2032

  	
   

  	
  (847)
  428-2431

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  823

  	
   

  	
  GLENBROOK

  	
   

  	
  GLENBROOK SQUARE

  	
   

  	
  4201 COLDWATER RD

  	
   

  	
  FORT WAYNE

  	
   

  	
  IN

  	
   

  	
  46805

  	
   

  	
  260-482-1692

  	
   

  	
  (219)
  471-8906

  	
   

  	
  8/31/2004

  	
   

  	
  Lease

  	
   

  
	
  825

  	
   

  	
  WEST PARK MALL

  	
   

  	
  WEST PARK MALL

  	
   

  	
  3049 ROUTE K

  	
   

  	
  CAPE GIRARDEAU

  	
   

  	
  MO

  	
   

  	
  63701

  	
   

  	
  573-651-3710

  	
   

  	
  (573)
  651-0767

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  826

  	
   

  	
  STRATFORD SQUARE

  	
   

  	
  718 STRATFORD SQUARE

  	
   

  	
   

  	
   

  	
  BLOOMINGDALE

  	
   

  	
  IL

  	
   

  	
  60108

  	
   

  	
  630-351-9568

  	
   

  	
  (630)
  351-8014

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  827

  	
   

  	
  EASTLAND MALL

  	
   

  	
  365 EASTLAND MALL

  	
   

  	
  800 N GREEN RIVER RD

  	
   

  	
  EVANSVILLE

  	
   

  	
  IN

  	
   

  	
  47735

  	
   

  	
  812-473-1916

  	
   

  	
  (812)
  476-0883

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  828

  	
   

  	
  FAIRLANE TOWN CENTER

  	
   

  	
  FAIRLANE TOWN CENTER

  	
   

  	
  18900 MICHIGAN AVE SP# G-307

  	
   

  	
  DEARBORN

  	
   

  	
  MI

  	
   

  	
  48125

  	
   

  	
  313-271-7443

  	
   

  	
  (313)
  271-7903

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  829

  	
   

  	
  GREENWOOD PARK MALL

  	
   

  	
  GREENWOOD PARK MALL

  	
   

  	
  GREENWOOD PARK MALL, D-3-B

  	
   

  	
  GREENWOOD

  	
   

  	
  IN

  	
   

  	
  46142

  	
   

  	
  317-881-4811

  	
   

  	
  (317)
  881-1276

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  830

  	
   

  	
  CHICAGO RIDGE MALL

  	
   

  	
  CHICAGO RIDGE

  	
   

  	
  170 CHICAGO RIDGE SP204

  	
   

  	
  CHICAGO RIDGE

  	
   

  	
  IL

  	
   

  	
  60415

  	
   

  	
  708-424-1194

  	
   

  	
  (708)
  424-2364

  	
   

  	
  3/31/2008

  	
   

  	
  Lease

  	
   

  
	
  833

  	
   

  	
  VALLEY VIEW

  	
   

  	
  VALLEY VIEW CENTER

  	
   

  	
  1056 VALLEY VIEW CENTER

  	
   

  	
  DALLAS

  	
   

  	
  TX

  	
   

  	
  75240

  	
   

  	
  972-386-8585

  	
   

  	
  (972)
  934-2071

  	
   

  	
  9/30/2004

  	
   

  	
  Lease

  	
   

  
	
  834

  	
   

  	
  QUAIL SPRINGS

  	
   

  	
  QUAIL SPRINGS

  	
   

  	
  2501 WEST MEMORIAL

  	
   

  	
  OKLAHOMA CITY

  	
   

  	
  OK

  	
   

  	
  73134

  	
   

  	
  405-751-6622

  	
   

  	
  (405)
  755-1726

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  845

  	
   

  	
  MACOMB MALL

  	
   

  	
  MACOMB MALL

  	
   

  	
  32357 GRATIOT AVE

  	
   

  	
  ROSEVILLE

  	
   

  	
  MI

  	
   

  	
  48066

  	
   

  	
  586-294-2231

  	
   

  	
  (586)
  294-3541

  	
   

  	
  1/31/2009

  	
   

  	
  Lease

  	
   

  
	
  846

  	
   

  	
  MIAMI INTERNATIONAL

  	
   

  	
  MIAMI INTERNATIONAL

  	
   

  	
  MIAMI INTERNATIONAL MALL RM 938

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33172

  	
   

  	
  305-594-0974

  	
   

  	
  (305)
  594-5847

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  



 


15

















 


	
  Str#

  	
   

  	
  Store Name

  	
   

  	
  Mall
  Address

  	
   

  	
  Store
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Phone1

  	
   

  	
  Phone2

  	
   

  	
  Lease

  Expiration

  	
   

  	
  Occupancy

  Status

  	
   

  
	
  848

  	
   

  	
  AVENTURA MALL

  	
   

  	
  AVENTURA MALL

  	
   

  	
  19501 BISCAYNE BLVD

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33180

  	
   

  	
  305-937-1028

  	
   

  	
  (305)
  935-3861

  	
   

  	
  4/30/2004

  	
   

  	
  Lease

  	
   

  
	
  852

  	
   

  	
  PLAZA BONITA

  	
   

  	
  SPACE 1140

  	
   

  	
  3131 PLAZA BONITA ROAD

  	
   

  	
  NATIONAL CITY

  	
   

  	
  CA

  	
   

  	
  92050

  	
   

  	
  619-479-1533

  	
   

  	
  (619)
  479-9318

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  854

  	
   

  	
  MIDWAY MALL

  	
   

  	
  MIDWAY MALL

  	
   

  	
  MIDWAY MALL SPACE B 1-4, 48

  	
   

  	
  SHERMAN

  	
   

  	
  TX

  	
   

  	
  75090

  	
   

  	
  903-892-8190

  	
   

  	
  (903)
  870-0379

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  857

  	
   

  	
  SOUTH PLAINS

  	
   

  	
  SOUTH PLAINS SPACE G-3

  	
   

  	
  SPACE G-3, 6002 SLIDE RD.

  	
   

  	
  LUBBOCK

  	
   

  	
  TX

  	
   

  	
  79414

  	
   

  	
  806-793-1024

  	
   

  	
  (806)
  793-2854

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  858

  	
   

  	
  PASADENA TOWN SQUARE

  	
   

  	
  PASADENA TOWN SQUARE

  	
   

  	
  337 PASADENA TOWN SQ

  	
   

  	
  PASADENA

  	
   

  	
  TX

  	
   

  	
  77506

  	
   

  	
  713-473-4783

  	
   

  	
  (713)
  473-0207

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  859

  	
   

  	
  WOODLAND

  	
   

  	
  WOODLAND HILLS MALL

  	
   

  	
  278 WOODLAND HILLS MALL

  	
   

  	
  TULSA

  	
   

  	
  OK

  	
   

  	
  74133

  	
   

  	
  918-250-0377

  	
   

  	
  (918)
  250-0680

  	
   

  	
  3/31/2011

  	
   

  	
  Lease

  	
   

  
	
  860

  	
   

  	
  POST OAK

  	
   

  	
  POST OAK MALL

  	
   

  	
  STE 2020, 1500 HARVEY BLVD

  	
   

  	
  COLLEGE STATION

  	
   

  	
  TX

  	
   

  	
  77840

  	
   

  	
  979-764-0755

  	
   

  	
  (409)
  764-1819

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  867

  	
   

  	
  GATEWAY MALL

  	
   

  	
  WESTFIELD SHOPPING TOWN

  	
   

  	
  39 GATEWAY MALL

  	
   

  	
  LINCOLN

  	
   

  	
  NE

  	
   

  	
  68505

  	
   

  	
  402-464-3376

  	
   

  	
  (402)
  464-3704

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  868

  	
   

  	
  MORENO VALLEY

  	
   

  	
  MORENO VALLEY MALL

  	
   

  	
   

  	
   

  	
  MORENO VALLEY

  	
   

  	
  CA

  	
   

  	
  92553

  	
   

  	
  909-653-5399

  	
   

  	
  (909)
  653-8149

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  870

  	
   

  	
  PARK PLAZA

  	
   

  	
  PARK PLAZA SPACE 2006

  	
   

  	
  6000 W. MARKHAM

  	
   

  	
  LITTLE ROCK

  	
   

  	
  AR

  	
   

  	
  72205

  	
   

  	
  501-663-9240

  	
   

  	
  (501)
  663-9701

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  871

  	
   

  	
  CAROLINA PLACE

  	
   

  	
  CAROLINA PLACE MALL

  	
   

  	
  11025 CAROLINA PLACE PWY

  	
   

  	
  PINEVILLE

  	
   

  	
  NC

  	
   

  	
  28134

  	
   

  	
  704-542-7019

  	
   

  	
  (704)
  542-7399

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  872

  	
   

  	
  BOISE TOWN CENTER

  	
   

  	
  350 N. MILWAUKEE #2306

  	
   

  	
   

  	
   

  	
  BOISE

  	
   

  	
  ID

  	
   

  	
  83704

  	
   

  	
  208-375-5219

  	
   

  	
  (208)
  375-5224

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  877

  	
   

  	
  TOWER CITY CENTER

  	
   

  	
  TOWER CITY

  	
   

  	
  230 HURON NW, SPACE 7262

  	
   

  	
  CLEVELAND

  	
   

  	
  OH

  	
   

  	
  44113

  	
   

  	
  216-621-1442

  	
   

  	
  (216)
  621-6484

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  878

  	
   

  	
  ST. CHARLES TOWN CENTER

  	
   

  	
  P O BOX 6068

  	
   

  	
  11110 MALL CIRCLE, STE 1046

  	
   

  	
  WALDORF

  	
   

  	
  MD

  	
   

  	
  20603

  	
   

  	
  301-705-8090

  	
   

  	
  (301)
  705-8094

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  879

  	
   

  	
  PEMBROKE LAKES MALL

  	
   

  	
  PEMBROKE LAKES MALL

  	
   

  	
  11805 PEMBROKE LAKES MALL SPACE 158

  	
   

  	
  PEMBROKE PINES

  	
   

  	
  FL

  	
   

  	
  33026

  	
   

  	
  954-436-8140

  	
   

  	
  (954)
  436-7956

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  882

  	
   

  	
  PEACHTREE MALL

  	
   

  	
  SPACE 15

  	
   

  	
  3507 MANCHESTER EXPRESSWAY

  	
   

  	
  COLUMBUS

  	
   

  	
  GA

  	
   

  	
  31909

  	
   

  	
  706-596-1555

  	
   

  	
  (706)
  596-1562

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  884

  	
   

  	
  TOWN & COUNTRY

  	
   

  	
  TOWN AND COUNTRY

  	
   

  	
  3856-58 EAST BROAD ST

  	
   

  	
  COLUMBUS

  	
   

  	
  OH

  	
   

  	
  43213

  	
   

  	
  614-236-4111

  	
   

  	
  (614)
  236-4208

  	
   

  	
  1/31/2006

  	
   

  	
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  885

  	
   

  	
  FREEHOLD RACEWAY

  	
   

  	
  FREEHOLD RACEWAY

  	
   

  	
  3710 RT 9, SPACE E-120

  	
   

  	
  FREEHOLD

  	
   

  	
  NJ

  	
   

  	
  07728

  	
   

  	
  732-303-8008

  	
   

  	
  (732)
  303-8004

  	
   

  	
  1/31/2010

  	
   

  	
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  886

  	
   

  	
  CENTRE AT SALISBURY

  	
   

  	
  CENTRE AT SALISBURY SP D-117

  	
   

  	
  2300 NORTH SALISBURY RD

  	
   

  	
  SALISBURY

  	
   

  	
  MD

  	
   

  	
  21801

  	
   

  	
  410-543-9394

  	
   

  	
  (410)
  543-9397

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  888

  	
   

  	
  LANDMARK CENTER

  	
   

  	
  LANDMARK MALL

  	
   

  	
  5801 DUKE STREET SP D-210

  	
   

  	
  ALEXANDRIA

  	
   

  	
  VA

  	
   

  	
  22304

  	
   

  	
  703-256-4640

  	
   

  	
  (703)
  256-4813

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  890

  	
   

  	
  CAMBRIDGESIDE GALLERIA

  	
   

  	
  CAMBRIDGESIDE GAL

  	
   

  	
  100 CAMBRIDGESIDE PL SP#5302

  	
   

  	
  CAMBRIDGESIDE

  	
   

  	
  MA

  	
   

  	
  02141

  	
   

  	
  617-252-6870

  	
   

  	
  (617)
  252-6871

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  892

  	
   

  	
  CRANBROOK VILLAGE

  	
   

  	
  CRANBROOK VILLAGE

  	
   

  	
  900 W EISENHOWER

  	
   

  	
  ANN ARBOR

  	
   

  	
  MI

  	
   

  	
  48103

  	
   

  	
  734-662-2477

  	
   

  	
  (734)
  662-0450

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  895

  	
   

  	
  KENDALL TOWN & COUNTRY

  	
   

  	
  KENDALL TOWN & COUNTRY

  	
   

  	
  8505 MILLS DRIVE, SPACE 111

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33183

  	
   

  	
  305-598-6688

  	
   

  	
  (305)
  598-0746

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  897

  	
   

  	
  FAYETTE MALL

  	
   

  	
  FAYETTE MALL

  	
   

  	
  3401 NICHOLASVILLE ROAD

  	
   

  	
  LEXINGTON

  	
   

  	
  KY

  	
   

  	
  40503

  	
   

  	
  859-271-2992

  	
   

  	
  (606)
  271-2578

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  899

  	
   

  	
  MIDWAY MALL

  	
   

  	
  MIDWAY MALL

  	
   

  	
  3207 MIDWAY MALL, SPACE G-12

  	
   

  	
  ELYRIA

  	
   

  	
  OH

  	
   

  	
  44035

  	
   

  	
  440-324-5242

  	
   

  	
  (440)
  324-5254

  	
   

  	
  MTM

  	
   

  	
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  900

  	
   

  	
  SUMMIT PLACE MALL

  	
   

  	
  SUMMIT PLACE MALL

  	
   

  	
  329 NORTH TELEGRAPH

  	
   

  	
  WATERFORD

  	
   

  	
  MI

  	
   

  	
  48328

  	
   

  	
  248-683-1177

  	
   

  	
  (248)
  683-4137

  	
   

  	
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  901

  	
   

  	
  YORK GALLERIA

  	
   

  	
  YORK GALLERIA, SPACE 160

  	
   

  	
  2899 WHITEFORD ROAD

  	
   

  	
  YORK

  	
   

  	
  PA

  	
   

  	
  17402

  	
   

  	
  717-757-9609

  	
   

  	
  (717)
  751-0105

  	
   

  	
  1/31/2006

  	
   

  	
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  902

  	
   

  	
  EMERALD SQUARE

  	
   

  	
  EMERALD SQUARE

  	
   

  	
  999 SO WASHINGTON ST

  	
   

  	
  NO ATTLEBORO

  	
   

  	
  MA

  	
   

  	
  02760

  	
   

  	
  508-643-0600

  	
   

  	
  (508)
  643-0595

  	
   

  	
  1/31/2011

  	
   

  	
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  903

  	
   

  	
  NORTHWEST PLAZA

  	
   

  	
  435 NORTHWEST PLAZA

  	
   

  	
  SPACE 432

  	
   

  	
  ST. ANN

  	
   

  	
  MO

  	
   

  	
  63074

  	
   

  	
  314-298-0005

  	
   

  	
  (314)
  298-0241

  	
   

  	
  1/31/2005

  	
   

  	
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  908

  	
   

  	
  ILLINOIS CENTER

  	
   

  	
  ILLINOIS CENTER SPACE 242

  	
   

  	
  3000 WEST DEYOUNG STREET

  	
   

  	
  MARION

  	
   

  	
  IL

  	
   

  	
  62959

  	
   

  	
  618-997-7700

  	
   

  	
  (618)
  997-7703

  	
   

  	
  1/31/2007

  	
   

  	
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  909

  	
   

  	
  CIRCLE CENTRE

  	
   

  	
  CIRCLE CENTER MALL

  	
   

  	
  49 W MARYLAND ST

  	
   

  	
  INDIANAPOLIS

  	
   

  	
  IN

  	
   

  	
  46204

  	
   

  	
  317-262-8757

  	
   

  	
  (317)
  262-8760

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  911

  	
   

  	
  LIMA

  	
   

  	
  ELIDA MALL

  	
   

  	
  2400 ELIDA MALL

  	
   

  	
  LIMA

  	
   

  	
  OH

  	
   

  	
  45805

  	
   

  	
  419-331-6168

  	
   

  	
  (419)
  331-6568

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  912

  	
   

  	
  RIVERTOWN CROSSINGS

  	
   

  	
  4700 WILSON SPACE #2208

  	
   

  	
   

  	
   

  	
  GRANDVILLE

  	
   

  	
  MI

  	
   

  	
  49418

  	
   

  	
  616-538-4088

  	
   

  	
  (616)
  538-4889

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  913

  	
   

  	
  GARDEN STATE

  	
   

  	
  GARDEN STATE PLAZA

  	
   

  	
  ROUTE 17 & 4

  	
   

  	
  PARAMUS

  	
   

  	
  NJ

  	
   

  	
  07652

  	
   

  	
  201-843-3993

  	
   

  	
  (201)
  843-4539

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  914

  	
   

  	
  GENESSEE VALLEY

  	
   

  	
  GENESEE VALLEY

  	
   

  	
  3395 SOUTH LINDEN ROAD

  	
   

  	
  FLINT

  	
   

  	
  MI

  	
   

  	
  48507

  	
   

  	
  810-732-3151

  	
   

  	
  (810)
  732-3766

  	
   

  	
  4/30/2008

  	
   

  	
  Lease

  	
   

  
	
  915

  	
   

  	
  COLUMBUS CITY CENTER

  	
   

  	
  COLUMBUS CITY CENTER

  	
   

  	
  288 COLUMBUS CITY CENTER DR

  	
   

  	
  COLUMBUS

  	
   

  	
  OH

  	
   

  	
  43215

  	
   

  	
  614-224-8613

  	
   

  	
  (614)
  224-2073

  	
   

  	
  4/30/2006

  	
   

  	
  Lease

  	
   

  
	
  916

  	
   

  	
  VISTA RIDGE

  	
   

  	
  VISTA RIDGE

  	
   

  	
  VISTA RIDGE MALL SPACE 1436

  	
   

  	
  LEWISVILLE

  	
   

  	
  TX

  	
   

  	
  75067

  	
   

  	
  972-315-3010

  	
   

  	
  (972)
  315-2191

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  917

  	
   

  	
  STATE STREET

  	
   

  	
  25 N. STATE STREET

  	
   

  	
   

  	
   

  	
  CHICAGO

  	
   

  	
  IL

  	
   

  	
  60602

  	
   

  	
  312-629-3100

  	
   

  	
  (312)
  629-3101

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  918

  	
   

  	
  COLUMBIA MALL

  	
   

  	
  COLUMBIA MALL SP DU-824

  	
   

  	
  7201 TWO-NOTCH ROAD

  	
   

  	
  COLUMBIA

  	
   

  	
  SC

  	
   

  	
  29223

  	
   

  	
  803-699-0919

  	
   

  	
  (803)
  699-0921

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  923

  	
   

  	
  OAKBROOK MALL

  	
   

  	
  OAKBROOK CENTER

  	
   

  	
  OAKBROOK CENTER SP 564

  	
   

  	
  OAKBROOK

  	
   

  	
  IL

  	
   

  	
  60521

  	
   

  	
  630-571-0165

  	
   

  	
  (630)
  571-4925

  	
   

  	
  8/31/2006

  	
   

  	
  Lease

  	
   

  
	
  924

  	
   

  	
  INDEPENDENCE MALL

  	
   

  	
  INDEPENDENCE MALL

  	
   

  	
  101 INDEPENDENCE MALL WAY

  	
   

  	
  KINGSTON

  	
   

  	
  MA

  	
   

  	
  02364

  	
   

  	
  781-582-2350

  	
   

  	
  (781)
  582-2351

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  928

  	
   

  	
  NORTHPARK MALL

  	
   

  	
  NORTHPARK MALL SUITE 258

  	
   

  	
  1200 E COUNTY LINE RD

  	
   

  	
  JACKSON

  	
   

  	
  MS

  	
   

  	
  39157

  	
   

  	
  601-956-8356

  	
   

  	
  (601)
  956-8607

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  929

  	
   

  	
  NORTH COUNTY FAIR

  	
   

  	
  NORTH COUNTY FAIR

  	
   

  	
  200 E VIA RANCHO PKWY SP 51

  	
   

  	
  ESCONDIDO

  	
   

  	
  CA

  	
   

  	
  92025

  	
   

  	
  760-489-7005

  	
   

  	
  (760)
  489-7033

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  930

  	
   

  	
  THE ESPLANADE

  	
   

  	
  THE ESPLANADE

  	
   

  	
  THE ESPLANADE CENTER STE 1104

  	
   

  	
  KENNER

  	
   

  	
  LA

  	
   

  	
  70065

  	
   

  	
  504-469-3378

  	
   

  	
  (504)
  467-1839

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  931

  	
   

  	
  COLUMBIA MALL

  	
   

  	
  COLUMBIA MALL

  	
   

  	
  2300 BERNADETTE DR.

  	
   

  	
  COLUMBIA

  	
   

  	
  MO

  	
   

  	
  65203

  	
   

  	
  573-445-8806

  	
   

  	
  (573)
  445-7537

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  932

  	
   

  	
  FLORIDA MALL

  	
   

  	
  FLORIDA MALL SP# 156

  	
   

  	
  8001 S ORANGE BLOSSOM TRAIL

  	
   

  	
  ORLANDO

  	
   

  	
  FL

  	
   

  	
  32809

  	
   

  	
  407-859-9962

  	
   

  	
  (407)
  857-5898

  	
   

  	
  1/31/2012

  	
   

  	
  Lease

  	
   

  
	
  934

  	
   

  	
  PECANLAND

  	
   

  	
  PECANLAND MALL SPACE 1404

  	
   

  	
  4700 MILHAVEN RD

  	
   

  	
  MONROE

  	
   

  	
  LA

  	
   

  	
  71203

  	
   

  	
  318-387-3821

  	
   

  	
  (318)
  325-4913

  	
   

  	
  12/31/2006

  	
   

  	
  Lease

  	
   

  
	
  935

  	
   

  	
  RIVERCHASE GALLERIA

  	
   

  	
  RIVERCHASE GALLERIA

  	
   

  	
  2000 - 182 RIVERCHASE GALLER

  	
   

  	
  BIRMINGHAM

  	
   

  	
  AL

  	
   

  	
  35244

  	
   

  	
  205-985-0352

  	
   

  	
  (205)
  985-0353

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  936

  	
   

  	
  MONTEBELLO TOWN CENTER

  	
   

  	
  SPACE CU9

  	
   

  	
  MONTEBELLO TOWN CTR.

  	
   

  	
  MONTEBELLO

  	
   

  	
  CA

  	
   

  	
  90640

  	
   

  	
  323-724-0166

  	
   

  	
  (323)
  724-8108

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  938

  	
   

  	
  OWINGS MILLS

  	
   

  	
  OWINGS MILLS T.C.

  	
   

  	
  10300 MILL RUN CIRCLE STE 11

  	
   

  	
  OWINGS MILLS

  	
   

  	
  MD

  	
   

  	
  21117

  	
   

  	
  410-363-3332

  	
   

  	
  (410)
  363-7521

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  941

  	
   

  	
  ROSS PARK

  	
   

  	
  1000 ROSS PARK MALL

  	
   

  	
   

  	
   

  	
  PITTSBURGH

  	
   

  	
  PA

  	
   

  	
  15237

  	
   

  	
  412-369-4446

  	
   

  	
  (412)
  369-0178

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  943

  	
   

  	
  PHEASANT LANE MALL

  	
   

  	
  PHEASANT LANE MALL

  	
   

  	
  310 DANIEL WEBSTER HWY

  	
   

  	
  NASHUA

  	
   

  	
  NH

  	
   

  	
  03060

  	
   

  	
  603-891-0822

  	
   

  	
  (603)
  891-0822

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  945

  	
   

  	
  DANBURY FAIR MALL

  	
   

  	
  DANBURY FAIR MALL

  	
   

  	
  7 BACKUS AVE SP# G-108

  	
   

  	
  DANBURY

  	
   

  	
  CT

  	
   

  	
  06810

  	
   

  	
  203-798-8019

  	
   

  	
  (203)
  798-9569

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  947

  	
   

  	
  McKINLEY MALL

  	
   

  	
  MCKINLEY MALL

  	
   

  	
  BOX 730 OR 732

  	
   

  	
  BLASDELL

  	
   

  	
  NY

  	
   

  	
  14219

  	
   

  	
  716-827-8320

  	
   

  	
  (716)
  824-9584

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  
	
  949

  	
   

  	
  TWELVE OAKS

  	
   

  	
  TWELVE OAKS

  	
   

  	
  27296 NOVI ROAD SP#204

  	
   

  	
  NOVI

  	
   

  	
  MI

  	
   

  	
  48377

  	
   

  	
  248-596-0715

  	
   

  	
  (248)
  596-0717

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  951

  	
   

  	
  WALDEN GALLERIA

  	
   

  	
  WALDEN GALLERIA

  	
   

  	
  1 WALDEN AVE

  	
   

  	
  BUFFALO

  	
   

  	
  NY

  	
   

  	
  14225

  	
   

  	
  716-683-8622

  	
   

  	
  (716)
  683-8735

  	
   

  	
  1/31/2010

  	
   

  	
  Lease

  	
   

  
	
  952

  	
   

  	
  CHESAPEAKE

  	
   

  	
  4200 PORTSMOUTH BLVD

  	
   

  	
   

  	
   

  	
  CHESAPEAKE

  	
   

  	
  VA

  	
   

  	
  23321

  	
   

  	
  757-488-0214

  	
   

  	
  (757)
  488-0560

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  



 


16

















 


	
  Str#

  	
   

  	
  Store Name

  	
   

  	
  Mall
  Address

  	
   

  	
  Store
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Phone1

  	
   

  	
  Phone2

  	
   

  	
  Lease

  Expiration

  	
   

  	
  Occupancy

  Status

  	
   

  
	
  955

  	
   

  	
  TWN CENTER AT COBB

  	
   

  	
  TOWN CTR SPD-26 STE255

  	
   

  	
  400 ERNEST W. BARRETT PWY

  	
   

  	
  KENNESAW

  	
   

  	
  GA

  	
   

  	
  30144

  	
   

  	
  770-427-6949

  	
   

  	
  (770)
  419-0354

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  960

  	
   

  	
  BARNES CROSSING MALL

  	
   

  	
  BARNES CROSSING MALL

  	
   

  	
  ROUTE 1, BOX 310

  	
   

  	
  TUPELO

  	
   

  	
  MS

  	
   

  	
  38801

  	
   

  	
  662-844-4398

  	
   

  	
  (601)
  844-4498

  	
   

  	
  1/31/2008

  	
   

  	
  Lease

  	
   

  
	
  961

  	
   

  	
  BUCKLAND HILLS

  	
   

  	
  194 BUCKLAND HILLS DRIVE

  	
   

  	
  SPACE # 2030 - NEW YORK & CO

  	
   

  	
  MANCHESTER

  	
   

  	
  CT

  	
   

  	
  06040

  	
   

  	
  860-644-3750

  	
   

  	
  (860)
  644-4337

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  962

  	
   

  	
  INLET SQUARE

  	
   

  	
  INLET SQUARE SPACE 9A

  	
   

  	
   

  	
   

  	
  MURRELLS INLET

  	
   

  	
  SC

  	
   

  	
  29576

  	
   

  	
  843-651-3620

  	
   

  	
  (843)
  651-7599

  	
   

  	
  1/31/2006

  	
   

  	
  Lease

  	
   

  
	
  963

  	
   

  	
  FLATIRON CROSSING

  	
   

  	
  1 WEST FLAT IRON CROSSING

  	
   

  	
  SPACE#1196

  	
   

  	
  BROOMFIELD

  	
   

  	
  CO

  	
   

  	
  80021

  	
   

  	
  303-465-1950

  	
   

  	
  -

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  964

  	
   

  	
  LINCOLNWOOD

  	
   

  	
  LINCOLNWOOD

  	
   

  	
  3401 TOUHY SP# D-11

  	
   

  	
  LINCOLNWOOD

  	
   

  	
  IL

  	
   

  	
  60645

  	
   

  	
  847-674-2221

  	
   

  	
  (847)
  614-2275

  	
   

  	
  1/31/2011

  	
   

  	
  Lease

  	
   

  
	
  965

  	
   

  	
  CASCADE MALL

  	
   

  	
  CASCADE MALL

  	
   

  	
  350 CASCADE NALL DR

  	
   

  	
  BURLINGTON

  	
   

  	
  WA

  	
   

  	
  98233

  	
   

  	
  360-757-1777

  	
   

  	
  (360)
  757-2820

  	
   

  	
  1/31/2005

  	
   

  	
  Lease

  	
   

  
	
  966

  	
   

  	
  COLUMBIANA CTR

  	
   

  	
  COLUMBIANA CRT SPACE 1222

  	
   

  	
  100 CLUMBIANA DRIVE

  	
   

  	
  COLUMBIA

  	
   

  	
  SC

  	
   

  	
  29212

  	
   

  	
  803-732-0532

  	
   

  	
  (803)
  732-0958

  	
   

  	
  1/31/2007

  	
   

  	
  Lease

  	
   

  
	
  967

  	
   

  	
  SOUTHRIDGE MALL

  	
   

  	
  SOUTHRIDGE MALL

  	
   

  	
  SOUTHRIDGE MALL SPACE 1720

  	
   

  	
  GREENDALE

  	
   

  	
  WI

  	
   

  	
  53129

  	
   

  	
  414-423-8950

  	
   

  	
  (414)
  423-8952

  	
   

  	
  1/31/2013

  	
   

  	
  Lease

  	
   

  
	
  968

  	
   

  	
  MOORESTOWN MALL

  	
   

  	
  MOORESTOWN MALL SP1040

  	
   

  	
  400 RTE 38 & LENOLA RD

  	
   

  	
  MOORESTOWN

  	
   

  	
  NJ

  	
   

  	
  08057

  	
   

  	
  856-231-1100

  	
   

  	
  (609)
  231-9287

  	
   

  	
  5/31/2006

  	
   

  	
  Lease

  	
   

  
	
  969

  	
   

  	
  SAVANNAH MALL

  	
   

  	
  SAVANNAH MALL SPACE 1506

  	
   

  	
  14045 ABERCORN EXT

  	
   

  	
  SAVANNAH

  	
   

  	
  GA

  	
   

  	
  31419

  	
   

  	
  912-927-6181

  	
   

  	
  (912)
  927-6379

  	
   

  	
  MTM

  	
   

  	
  Lease

  	
   

  



 


17

















 


Open Lerner Stores on Master Leases
(Schedule 15.5)


As of February 28,
2004


 


	
  Billing for

  Lease

  	
   

  	
  Store

  #

  	
   

  	
  Guarantor

  	
   

  	
  Lease #

  	
   

  	
  Center

  	
   

  	
  State

  	
   

  	
  Expires

  	
   

  	
  Developer

  	
   

  
	
  LER

  	
   

  	
  969

  	
   

  	
   

  	
   

  	
  969

  	
   

  	
  Savannah - 1726

  	
   

  	
  GA

  	
   

  	
  01/31/2003

  	
   

  	
  Jones Lang Lasalle Americas, Inc.

  	
   

  
	
  LER

  	
   

  	
  375

  	
   

  	
   

  	
   

  	
  375

  	
   

  	
  Valdosta 1107

  	
   

  	
  GA

  	
   

  	
  01/31/2003

  	
   

  	
  Colonial

  	
   

  
	
  LER

  	
   

  	
  290

  	
   

  	
   

  	
   

  	
  290

  	
   

  	
  Monroeville - 673

  	
   

  	
  PA

  	
   

  	
  01/31/2004

  	
   

  	
  Turnberry

  	
   

  
	
  LER

  	
   

  	
  693

  	
   

  	
   

  	
   

  	
  693

  	
   

  	
  North Riverside Park - 874

  	
   

  	
  IL

  	
   

  	
  01/31/2004

  	
   

  	
  Feil

  	
   

  
	
  LER

  	
   

  	
  854

  	
   

  	
   

  	
   

  	
  854

  	
   

  	
  Midway - 1268

  	
   

  	
  TX

  	
   

  	
  01/31/2004

  	
   

  	
  Simon Property Group

  	
   

  
	
  LER

  	
   

  	
  434

  	
   

  	
   

  	
   

  	
  434

  	
   

  	
  Broadway Sq-131

  	
   

  	
  TX

  	
   

  	
  01/31/2004

  	
   

  	
  Simon Property Group

  	
   

  
	
  LER

  	
   

  	
  472

  	
   

  	
   

  	
   

  	
  472

  	
   

  	
  Chula Vista - 198

  	
   

  	
  CA

  	
   

  	
  01/31/2004

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  521

  	
   

  	
   

  	
   

  	
  521

  	
   

  	
  Aurora - 1420

  	
   

  	
  CO

  	
   

  	
  01/31/2004

  	
   

  	
  Simon Property Group

  	
   

  
	
  LER

  	
   

  	
  544

  	
   

  	
   

  	
   

  	
  544

  	
   

  	
  Metro North - 648

  	
   

  	
  MO

  	
   

  	
  01/31/2004

  	
   

  	
  Dreiseszun

  	
   

  
	
  LER

  	
   

  	
  690

  	
   

  	
   

  	
   

  	
  690

  	
   

  	
  South County - 960

  	
   

  	
  MO

  	
   

  	
  01/31/2004

  	
   

  	
  Westfield

  	
   

  
	
  LER

  	
   

  	
  825

  	
   

  	
   

  	
   

  	
  825

  	
   

  	
  West Park - 1166

  	
   

  	
  MO

  	
   

  	
  01/31/2004

  	
   

  	
  Westfield

  	
   

  
	
  LER

  	
   

  	
  682

  	
   

  	
   

  	
   

  	
  682

  	
   

  	
  Broward - 137

  	
   

  	
  FL

  	
   

  	
  03/31/2004

  	
   

  	
  Mills Corporation

  	
   

  
	
  LER

  	
   

  	
  258

  	
   

  	
   

  	
   

  	
  258

  	
   

  	
  Hudson Valley - 1952

  	
   

  	
  NY

  	
   

  	
  05/31/2004

  	
   

  	
  Pyramid

  	
   

  
	
  LER

  	
   

  	
  779

  	
   

  	
   

  	
   

  	
  779

  	
   

  	
  Lynnhaven - 579

  	
   

  	
  VA

  	
   

  	
  01/31/2005

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  590

  	
   

  	
   

  	
   

  	
  590

  	
   

  	
  Merced - 635

  	
   

  	
  CA

  	
   

  	
  01/31/2005

  	
   

  	
  Codding

  	
   

  
	
  LER

  	
   

  	
  81

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  81

  	
   

  	
  Marley Station - 614

  	
   

  	
  MD

  	
   

  	
  01/31/2005

  	
   

  	
  Taubman

  	
   

  
	
  LER

  	
   

  	
  165

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  165

  	
   

  	
  Lakeshore - 1931

  	
   

  	
  FL

  	
   

  	
  01/31/2005

  	
   

  	
  CBL

  	
   

  
	
  LER

  	
   

  	
  454

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  454

  	
   

  	
  Manhattan Village - 1929

  	
   

  	
  CA

  	
   

  	
  01/31/2005

  	
   

  	
  Madison Marquette

  	
   

  
	
  LER

  	
   

  	
  655

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  655

  	
   

  	
  Empire - 1042

  	
   

  	
  SD

  	
   

  	
  01/31/2005

  	
   

  	
  Macerich

  	
   

  
	
  LER

  	
   

  	
  362

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  362

  	
   

  	
  Cumberland - 260

  	
   

  	
  GA

  	
   

  	
  01/31/2005

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  449

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  449

  	
   

  	
  Greenwood - 1526

  	
   

  	
  KY

  	
   

  	
  01/31/2005

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  809

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  809

  	
   

  	
  Valencia Town - 1964

  	
   

  	
  CA

  	
   

  	
  01/31/2005

  	
   

  	
  Urban

  	
   

  
	
  LER

  	
   

  	
  945

  	
   

  	
   

  	
   

  	
  945

  	
   

  	
  Danbury Fair - 264

  	
   

  	
  CT

  	
   

  	
  01/31/2005

  	
   

  	
  Wilmorite

  	
   

  
	
  LER

  	
   

  	
  68

  	
   

  	
   

  	
   

  	
  68

  	
   

  	
  Villa Linda - 1123

  	
   

  	
  NM

  	
   

  	
  12/31/2005

  	
   

  	
  General Growth

  	
   

  
	
  EXP

  	
   

  	
  735

  	
   

  	
   

  	
   

  	
  735

  	
   

  	
  Ingram Park - 492

  	
   

  	
  TX

  	
   

  	
  01/31/2006

  	
   

  	
  Simon Property Group

  	
   

  
	
  LTD

  	
   

  	
  952

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  952

  	
   

  	
  Chesapeake Sq - 1773

  	
   

  	
  VA

  	
   

  	
  01/31/2006

  	
   

  	
  Simon Property Group

  	
   

  
	
  LER

  	
   

  	
  376

  	
   

  	
   

  	
   

  	
  376

  	
   

  	
  Morgantown - 1725

  	
   

  	
  WV

  	
   

  	
  01/31/2006

  	
   

  	
  Glimcher

  	
   

  
	
  LER

  	
   

  	
  268

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  268

  	
   

  	
  North Point - 1998

  	
   

  	
  GA

  	
   

  	
  01/31/2006

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  649

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  649

  	
   

  	
  Northpark - 1400

  	
   

  	
  MO

  	
   

  	
  01/31/2006

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  339

  	
   

  	
   

  	
   

  	
  339

  	
   

  	
  North East - 720

  	
   

  	
  TX

  	
   

  	
  06/30/2006

  	
   

  	
  Simon Property Group

  	
   

  
	
  LTD

  	
   

  	
  186

  	
   

  	
   

  	
   

  	
  186

  	
   

  	
  Tower Place at the Carew Tower -1805

  	
   

  	
  OH

  	
   

  	
  01/31/2007

  	
   

  	
  Trammel Crow Faison

  	
   

  
	
  LER

  	
   

  	
  247

  	
   

  	
   

  	
   

  	
  247

  	
   

  	
  Harlem Irving - 456

  	
   

  	
  IL

  	
   

  	
  01/31/2007

  	
   

  	
  Harlem-Irving

  	
   

  
	
  LER

  	
   

  	
  727

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  727

  	
   

  	
  Sharpstown - 935

  	
   

  	
  TX

  	
   

  	
  01/31/2007

  	
   

  	
  Jones Lang LaSalle Americas, Inc.

  	
   

  
	
  LER

  	
   

  	
  966

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  966

  	
   

  	
  Columbiana Centra - 1730

  	
   

  	
  SC

  	
   

  	
  01/31/2007

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  131

  	
   

  	
   

  	
   

  	
  131

  	
   

  	
  Silver City Galleria - 1886

  	
   

  	
  MA

  	
   

  	
  02/28/2007

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  160

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  160

  	
   

  	
  Market Place - 610

  	
   

  	
  IL

  	
   

  	
  05/31/2007

  	
   

  	
  General Growth

  	
   

  
	
  LTD

  	
   

  	
  773

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  773

  	
   

  	
  Mall St. Matthews - 1581

  	
   

  	
  KY

  	
   

  	
  01/31/2008

  	
   

  	
  Rouse

  	
   

  
	
  LTD

  	
   

  	
  868

  	
   

  	
   

  	
   

  	
  868

  	
   

  	
  Moreno Valley Mall at Towngate - 1883

  	
   

  	
  CA

  	
   

  	
  01/31/2008

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  107

  	
   

  	
   

  	
   

  	
  107

  	
   

  	
  South Park - 963

  	
   

  	
  TX

  	
   

  	
  01/31/2008

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  731

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  731

  	
   

  	
  Mall Del Norte - 593

  	
   

  	
  TX

  	
   

  	
  01/31/2009

  	
   

  	
  General Growth

  	
   

  
	
  LER

  	
   

  	
  412

  	
   

  	
  LIMITED BRANDS

  	
   

  	
  412

  	
   

  	
  Northtown - 1912

  	
   

  	
  WA

  	
   

  	
  10/31/2009

  	
   

  	
  J. P. Realty

  	
   

  
	
  EXP

  	
   

  	
  628

  	
   

  	
  LIMITED BRANDS

  	
  (1)

  	
  628

  	
   

  	
  Sunvalley - 1018

  	
   

  	
  CA

  	
   

  	
  11/30/2010

  	
   

  	
  Taubman

  	
   

  
	
  LER

  	
   

  	
  547

  	
   

  	
   

  	
   

  	
  547

  	
   

  	
  Orland Square - 762

  	
   

  	
  IL

  	
   

  	
  01/31/2011

  	
   

  	
  Simon Property Group

  	
   

  
	
  LER

  	
   

  	
  567

  	
   

  	
   

  	
   

  	
  567

  	
   

  	
  Mall of America - 1939

  	
   

  	
  MN

  	
   

  	
  01/31/2011

  	
   

  	
  Simon Property Group

  	
   

  
	
  LER

  	
   

  	
  778

  	
   

  	
   

  	
   

  	
  778

  	
   

  	
  South Shore - 965

  	
   

  	
  NY

  	
   

  	
  01/31/2011

  	
   

  	
  Westfield

  	
   

  
	
  LER

  	
   

  	
  122

  	
   

  	
   

  	
   

  	
  122

  	
   

  	
  Tri-County - 1079

  	
   

  	
  OH

  	
   

  	
  02/28/2011

  	
   

  	
  Jones Lang LaSalle Americas, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Leases:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  46

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


NOTES:


(1)  Pursuant to a separate agreement between
Taubman and Limited, store 628 (Sunvalley) may be guaranteed by Limited.  Lerner was advised by Limited that we are
under no obligation to obtain a release of the guarantee from Taubman.


 


18

















SCHEDULE 16


 


1. Custom Brokers


a) Carmichael
International Services, Inc.


LOS ANGELES CORPORATE
OFFICE:


533 Glendale Blvd.


Los Angeles, CA
90026-5097


Phone: 213.353.0800 Fax:
213.250.0710


 


NEW YORK OFFICE


1975 Linden Blvd


Elmont, NY 11003


Phone: 516.285.6200 Fax:
516.285.1976


 


SEATTLE OFFICE


911 Western Ave. Ste.410


Seattle, WA 98104


Phone: 206.441.0600 Fax:
206.441.0141


 


MIAMI OFFICE


2802 N.W. 79th Ave.


Miami, FL 33122


Phone: 305.593.0449 Fax:
305.593.5331


 


b) Exel Global Logistics


 


COLUMBUS OFFICE


2144A John Glenn Avenue


Columbus, OH 43217


Phone:  614-409-4500  Fax:  614-409-2701


 


CHICAGO OFICE


90 Division Street, Suite
105


Bensenville


Illinois 60106


Phone:  630-616-6800  Fax:  630-595-2239


 


2. Freight Forwarders - OCEAN CARRIERS


 


a) Maersk Line


Elizabeth Hassert


Strategic Account Manager


Maersk, Inc.


2021 Spring Road Suite
500 Oak Brook, IL 60523-1859


PH: 630-645-3622


FX: 630-645-3667


 


b) Mitsui


Thomas M. Kelly


Vice President, Midwest


Mitsui OSK Lines
(America), Inc.


 

















 


188 Undustrial Drive


Suite 300


Elmhurst, IL 60126


PH: 630-592-7301


FX: 630-592-7402


 


c) P&O Nedlloyd


Chris Dombalis


Senior Vice President


Sales and Marketing,
North America


P&O Nedlloyd Limited


One Meadowlands Plaza


East Rutherford, NJ 07073


PH: 201-896-6769


FX 201-896-6371


 


d) APL


Tom Egold


Account Executive


APL Liner


8332 Forward Pass Road,


Indianapolis, IN 46217


PH: 317-887-6456


FX: 317-887-6457


 


e) NYK Lines


Gary Garback


NYK Line (North America)
Inc.


377 East Butterfield Road


Fifth Floor


Lombard, IL 60148


PH: 630-435-7803


FX: 630-435-3100


 


f) APL-Logistics (ocean
consolidator)


Tony Zasimovich


Vice President, North
America Sales and Customer Service


APL-Logistics


1111 Broadway


Oakland, CA 94607


PH:  510-272-8843


FX:  510-272-2462


 


3. Freight Forwarders -
AIRFREIGHT FORWARDERS


a) Morrison Express


Doug Haring


Vice President


USA Sales and marketing


Morrison Express Corp
(USA)


2000 Hughes Way


El Segundo, CA 90245


PH:  310-322-8999 ext 230


FX: 310-322-6688


 


 

















 


b) AGI Logistics


James Minutello


AGI Logistics Corporation


168-18 South Conduit
Avenue


Jamaica, NY 11434


USA PH:: 718-656-5500


FX: 718-656-1166


 


c) CTSI


Jun Heramia


CTSI Logistics Inc.


600 Sylvan Avenue, Fourth
Floor


Englewood Cliffs, NJ
07632


PH:  201-399-8888


FX:  201-399-8800


 


d) BAX Global


Brady Borycki


BAX Global


11101 Metro Airport
Center Drive Ste. 108


Romulus, MI 48174


PH: 734-229-3349


FX: 734-955-2010


 


f


 

















 


e) STAR Trans
International Ltd


Anthony Chan


Star Airfreight Co. Ltd


149-35  177th Street


Jamaica, New York 11434


PH: 718-656 5360


FX: 718-656 2597


 


f) Menlo Worldwide
Logistics


David Chiccitt


Global Account Manager


Menlo Worldwide Logistics


314B Moon Clinton Road


Moon Township, PA 15108


PH:  412-262-4928


FX:  412-262-4633


 


g) EGL – United States


Eagle Global Logistics


Attn: Ron Scott


6700 Port Road


Groveport, Ohio 43125


PH: 614-489-5177


FX: 614-489-5171


 


h) FedEX Corporation


942 South Shady Grove Road


Memphis, TN 38120


PH: 901-369-3600


 

















 


SCHEDULE 21


 


Officers


 


1.                                       NY
& Co. Group, Inc.


 


Richard P. Crystal -
Chief Executive Officer


Ronald W. Ristau - Chief
Operating Officer and Secretary


Bodil Arlander -
Assistant Secretary


 


2.                                       Lerner
New York Holding, Inc.


 


Richard P. Crystal -
Chief Executive Officer


Ronald W. Ristau - Chief
Operating Officer and Secretary


Robert Madore - Chief
Financial Officer


 


3.                                       Lerner
New York, Inc.


 


Richard P. Crystal -
President and Chief Executive Officer


Ronald W. Ristau - Chief
Operating Officer and Secretary


Sandra Brooslin -
Executive Vice President - Human Resources


John DeWolf - Executive
Vice President - Real Estate


Steve Ellis - Executive
Vice President – Planning & Allocation and Assistant Secretary


Kevin Finnegan - Executive
Vice President - National Sales Leader


Matthew Gluckson -
Executive Vice President - Sourcing and Production


Robert Luzzi - Executive
Vice President, Creative Director


Robert Madore - Executive
Vice President - Chief Financial Officer


Steven Newman - Executive
Vice President, General Merchandise Manager


Charlotte Neuville -
Executive Vice President - Design


William Voit - Executive
Vice President - Chief Information Officer


 


4.                                       Nevada
Receivable Factoring, Inc.


 


Richard P. Crystal -
President and Chief Executive Officer


Ronald W. Ristau -
Secretary


John N. Brewer -
Assistant Secretary


Jackie Smith - Treasurer


 


5.                                       Lerner
New York GC, LLC


 


Ronald W. Ristau -
President


Bruce Mosier - Vice
President


Robert Madore - Treasurer


Kevin Katchmar -
Secretary


 


6.                                       Associated
Lerner Stores of America, Inc.


 


Richard P. Crystal -
President and Chief Executive Officer


Ronald W. Ristau -
Secretary


 

















 


7.                                       Lernco,
Inc.


 


Ronald W. Ristau -
President


Robert Madore - Vice
President


Chris Consi - Treasurer


Sean Breiner - Assistant
Secretary


William Bechstein -
Secretary


 

















 


SCHEDULE 23


 


Members
of the Board of Directors


 


1.                                       NY
& Co. Group, Inc.


 


Richard P. Crystal


Ronald W. Ristau


Bodil M. Arlander


Philip M. Carpenter III


John D. Howard


M. Katherine Dwyer


David H. Edwab


Arthur E. Reiner


 


2.                                       Lerner
New York Holding, Inc.


 


Richard P. Crystal


Ronald W. Ristau


John D. Howard


Bodil Arlander


Philip M. Carpenter III


M. Katherine Dwyer


David H. Edwab


Arthur E. Reiner


 


3.                                       Lerner
New York, Inc.


 


Richard P. Crystal


Ronald W. Ristau


John D. Howard


Bodil Arlander


Philip M. Carpenter III


M. Katherine Dwyer


David H. Edwab


Arthur E. Reiner


 


4.                                       Nevada
Receivable Factoring, Inc.


 


Ronald W. Ristau


Philip M. Carpenter III


Chris Consi


Robert Madore


John Brewer


Jackie Smith


Charles H. Buckingham


 


5.                                       Lerner
New York GC, LLC


 


None.


 

















 


6.                                       Associated
Lerner Stores of America, Inc.


 


Richard P. Crystal


Ronald W. Ristau


John D. Howard


Bodil Arlander


Philip M. Carpenter III


M. Katherine Dwyer


David H. Edwab


Arthur E. Reiner


 


7.                                       Lernco,
Inc.


 


Ronald W. Ristau


Philip M. Carpenter III


Chris Consi


Robert Madore


Fredrick Alexander


William Bechstein


Sean Breiner


 

















 


SCHEDULE 25


 


Litigation


 


Nantong
Angang Garments Co. Ltd. v. Hellman International Forwarders Ltd. v. Silking
Development Ltd. and Lerner Stores, Inc.  Lerner is a third party defendant in a case
brought in Hong Kong.  The vendor
(“FOB”) has agreed to hold Lerner harmless and defend the litigation.


 


Cyndi
Miller (County Court of Lee County, Mississippi).  Miller, a former Store Manager, filed this
matter alleging defamation in connection with her termination.  Her deposition was taken on October 15,
2002.  Plaintiff’s counsel has made a
settlement demand of $50,000.  If
settlement negotiations aren’t successful, discovery will continue and we anticipate
filing a Motion for Summary Judgment.


 


Citizens
Against Unfair Treatment v. The Limited Stores, Inc., Lerner New York,
Victoria’s Secret Stores, Bath & Body Works, Inc., Structure, Inc., et al.
(Southern District of California). 
Plaintiff has filed a Private Attorney General Action alleging that the
Brands’ manner of providing vacation pay (PTO) benefits violates California
law.  The suit against Express Men’s has
been brought as a class action.  The
Complaints were served on September 18, 2002.  We moved to Federal Court based on ERISA-preemption on
October 18, 2001.  The Plaintiff
group has also filed suit against Lane Bryant and Abercrombie & Fitch.  Pursuant to court rules, we have filed
Notices of Related Cases.  Parties
mediated the case on July 16, 2002 and reached agreement on settlement
terms pending finalization of settlement documents and Court approval.


 


Potomac
Electric Power Co. v. Lerner.  Superior Court of the District of Columbia Civil Action.  Default judgments in the amounts of $47,000
and $38,000 for electricity that was obtained improperly.


 


Nordlinger
v. Lerner.   US Dist
Ct for District of Columbia 02-CV-00543. 
Action for repairs of building previously leased by Lerner.  The lease has expired, and the store has
been vacant for many years.  The claim
is for $2.5 million.


Crossroads
Plaza Assoc. v. Limited Stores et al. including Lerner.  Suit filed but voluntarily stayed while the
parties discuss settlement.


 


Claim filed by Carole
Oberloh based on wrongful termination in State of Washington.


 


In the general course of
business, Lerner New York is subject to litigation due to in-store incidents
regarding associates (workman’s compensation) and/or customers and property
damage which the Company incurs under general liability.  The Company’s maximum Liability is $250,000
per individual claim, with the Company’s insurance carrier covering any amounts
remaining.


 


Lerner New York’s FY2003
reserve for claims reported and not reported but incurred under the statute of
limitations was in the amount of $4.9M.


 


See attached list of
pending litigation.


 

















 


 


SCHEDULE 27


 


1.                                       See
attached.


 

















 


 


INFORMATION
CERTIFICATE


 


OF


 


LERNCO,
INC.


 


 


Dated:  March     , 2004


 


Congress Financial
Corporation

1133 Avenue of the Americas

New York, New York  10036


 


In order to assist you in
the evaluation of the financing you are considering of Lernco, Inc. (the “Company”),
to expedite the preparation of required documentation, and to induce you to
provide financing to the Company, we represent and warrant to you the following
information about the Company, its organizational structure and other matters
of interest to you:


 


1.                                       The
Company has been formed by filing the following document with the Secretary of
State of the State of Delaware:


 


	
  ý

  	
   

  	
  Certificate/Articles of Incorporation

  
	
  o

  	
   

  	
  Certificate/Articles of Organization

  
	
  o

  	
   

  	
  Other [specify]

  	
   

  	
   

  



 


The date of formation of the Company by the filing of
the document specified above with the Secretary of State was May 2, 1985.


 


2.                                       The
Company was not formed by filing a document with any Secretary of State.  The Company is organized as a [specify type
of organization, (e.g., general partnership, sole proprietorship, etc.)]
                                                                   .  The Company’s governing document is a [name
legal document, if one exists, (e.g., partnership agreement, etc.) Not
applicable


 


3.                                       The
full and exact name of the Company as set forth in the document specified in
Item 1 or 2, or (if no document is specified in Item 1 or 2) the full and exact
legal name used in the Company’s business, is:


 


Lernco, Inc.


 


4.                                       The
Company uses and owns the following trade name(s) in the operation of its
business (e.g. billing, advertising, etc.; note: do not include names which are
product names only):


 


None.


 


[Check one of the boxes
below.]


 


	
  o

  	
   

  	
  We have attached a
  blank sample of every invoice that uses a tradename.

  
	
  ý

  	
   

  	
  We do not use any
  tradename on any invoices.

  



 


1

















 


5.                                       The
Company maintains offices, leases or owns real estate, has employees, pays
taxes, or otherwise conducts business in the following States (including the
State of its organization):


 


Delaware


 


6.                                       The
Company has filed the necessary documents with the Secretary of State to
qualify as a foreign corporation in the following States:


 


None.


 


7.                                       The
Company’s authority to do business has been revoked or suspended, or the
Company is otherwise not in good standing in the following States:


 


Not applicable.


 


8.                                       The
Company and its subsidiaries have all licenses and permits necessary for the
operation of the business of the Company, as such business is being operated as
of the date hereof.


 


9.                                       In
conducting its business activities, the Company is subject to regulation by
federal, state or local agencies or authorities (e.g., FDA, EPA, state or
municipal liquor licensing agencies, federal or state carrier commissions,
etc.) as follows:


 


Not applicable


 


10.                                 The
Company has never been involved in a bankruptcy or reorganization except:
[explain]


 


None since the Parent’s
purchase of the Company in 2002.  We
have no knowledge of a bankruptcy or reorganization of the Company prior to
that time.


 


11.                                 Between
the date the Company was formed and now, the Company has used other names as
set forth below:


 


Not applicable.


 


	
  Period of Time

  	
   

  	
  Prior Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


12.                                 Between
the date the Company was formed and now, the Company has made or entered into
mergers or acquisitions with other companies as set forth below:


 


None other than mergers and reorganizations of
internal companies in the ordinary course of business.


 


13.                                 The
chief executive office of the Company is located at the street address set
forth below, which is in New York County, in the State of New York:


 


	
  1105 North Market Street, Suite 1056

  
	
  Wilmington, DE 19801

  



 


2

















 


14.                                 The
books and records of the Company pertaining to accounts, contract rights,
inventory, etc. are located at the following street address:


 


	
  1105 North Market Street, Suite 1056

  	
   

  
	
  Wilmington, DE 19801

  	
   

  



 


15.                                 In
addition to the chief executive office, the Company has inventory, equipment or
other assets located at the addresses set forth below.  In each case, we have noted whether the
location is owned, leased or operated by third parties and the names and
addresses of any mortgagee, lessor or third party operator:


 


None.


 


	
  Street
  Address with County

  	
   

  	
  Company’s
  Interest (e.g., owner,

  lessee or bailee)

  	
   

  	
  Name and
  Address of Third

  Party with Interest in Location

  (e.g., mortgagee, lessor or

  warehouseman)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


16.                                 In
the course of its business, the Company’s inventory and/or other assets are
handled by the following customs brokers and/or freight forwarders:


 


None.


 


	
  Name

  	
   

  	
  Address

  	
   

  	
  Type of
  Service/Assets Handled

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


17.                                 The
places of business or other locations of any assets used by the Company during
the last four (4) months other than those listed above are as follows:


 


None.


 


18.                                 The
Company is affiliated with, or has ownership in, the following entities
(including subsidiaries):


 


	
  Name of Entity

  	
   

  	
  Chief
  Executive Office

  	
   

  	
  Jurisdiction
  of

  Incorporation

  	
   

  	
  Ownership

  Percentage or

  Relationship

  
	
  NY & Co. Group,
  Inc.

  	
   

  	
  450 West 33rd
  Street

  New York, NY 10001

  	
   

  	
  Delaware

  	
   

  	
  Ultimate Parent /

  100%

  
	
  Lerner New York
  Holding, Inc.

  	
   

  	
  450 West 33rd
  Street

  New York, NY 10001

  	
   

  	
  Delaware

  	
   

  	
  Parent / 100%

  



 


3

















 


	
  Name of Entity

  	
   

  	
  Chief
  Executive Office

  	
   

  	
  Jurisdiction
  of

  Incorporation

  	
   

  	
  Ownership

  Percentage or

  Relationship

  
	
  Lerner New York, Inc.

  	
   

  	
  450 West 33rd
  Street

  New York, NY 10001

  	
   

  	
  Delaware

  	
   

  	
  Subsidiary of Parent /

  100%

  
	
  Nevada Receivable
  Factoring, Inc.

  	
   

  	
  3800 Howard Hughes

  Parkway, 7th Floor

  Las Vegas, Nevada

  	
   

  	
  Nevada

  	
   

  	
  Subsidiary of Parent /

  100%

  
	
  Associated Lerner Shops
  of America, Inc.

  	
   

  	
  450 West 33rd
  Street

  New York, NY 10001

  	
   

  	
  New York

  	
   

  	
  Subsidiary / 100%

  
	
  Lerner New York GC, LLC

  	
   

  	
  10 West Broad Street,

  Suite 2100

  Columbus, Ohio 43215

  	
   

  	
  Ohio

  	
   

  	
  Subsidiary / 100%

  



 


19.                                 The
Federal Employer Identification Number of the Company is 51-0284787


 


20.                                 Under
the Company’s charter documents, and under the laws of the State in which the
Company is organized, the shareholders, members or other equity holders do not
have to consent in order for the Company to borrow money, incur debt or
obligations, pledge or mortgage the property of the Company, grant a security
interest in the property of the Company or guaranty the debt of obligations of
another person or entity.


 


	
  ý
  True

  	
   

  	
  o

  	
   

  	
  Incorrect [explain]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


The power to take the
foregoing actions is vested exclusively in the Board of Directors.


 


21.                                 The
officers of the Company (or people performing similar functions) and their
respective titles are as follows:


 


	
  Title

  	
   

  	
  Name

  
	
  See Schedule 21
  attached hereto.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


The following people will
have signatory powers as to all your of transactions with the Company:


 


The Officers authorized in the Company’s Board of
Director resolutions.


 


 


 


4

















 


 


22.                                 With
respect to the officers noted above, such officers are affiliated with and hold
a 5% or more beneficial ownership in the following corporations (indicate name
and address of affiliated companies, type of operations, ownership percentage
or other relationship):


 


None.


 


 


23.                                 The
Company is governed by the Board of Directors.  The members of such governing body of the Company are:


 


See Schedule 23 attached hereto.


 


 


24.                                 The
name of the stockholders, members, partners or other equity holders of the
Company and their equity holdings are as follows (if equity interests are
widely held indicate only equity owners with 10% or more of the equity
interests):


 


	
  Name

  	
   

  	
  No. of
  Shares or Units

  	
   

  	
  Ownership
  Percentage

  
	
  Lerner New York
  Holding, Inc.

  	
   

  	
  100 Common Shares

  	
   

  	
  100%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


25.                                 There
are no judgments or litigation pending by or against the Company, its
subsidiaries and/or affiliates or any of its officers/principals, except as
follows:


 


 


26.                                 At
the present time, there are no delinquent taxes due (including, but not limited
to, all payroll taxes, personal property taxes, real estate taxes or income
taxes) except as follows:


 


None.


 


 


27.                                 The
Company’s assets are owned and held free and clear of any security interests,
liens or attachments, except as follows:


 


None.


 


	
  Lienholder

  	
   

  	
  Assets
  Pledged

  	
   

  	
  Amount of
  Debt

  Secured

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


5

















 


28.                                 The
Company has not guaranteed and is not otherwise liable for the obligations of
others, except as follows:


 


Not applicable.


 


29.                                 The
Company does not own or license any trademarks, patents, copyrights or other
intellectual property, except as follows: (indicate type of intellectual
property and whether owned or licensed, registration number, date of
registration, and, if licensed, the name and address of the licensor):


 


	
  Type of Intellectual Property

  	
   

  	
  Registration

  Number and Date of

  Registration

  	
   

  	
  Owned or

  Licensed

  	
   

  	
  Name and
  Address of

  Licensor

  
	
  See Schedule 29
  attached hereto.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


30.                                 The
Company owns or uses the following materials (e.g., software, film footage,
scripts, etc.) that are subject to registration with the United States
Copyright Office, though at present copyright registrations have not been filed
with respect to such materials:


 


None


 


31.                                 The
Company does not have any deposit or investment accounts with any bank, savings
and loan or other financial institution, except as follows, for the purposes
and of the types indicated:


 


	
  Bank Name and Branch Address

  	
   

  	
  Contact
  Person and

  Phone Number

  	
   

  	
  Account
  No.

  	
   

  	
  Purpose/Type

  
	
  Wilmington Trust

  	
   

  	
  Ann Marie Savina

  (302) 652-2378

  	
   

  	
  2368-3733

  	
   

  	
  Checking

  
	
  Wilmington Trust

  	
   

  	
  Ann Marie Savina

  (302) 652-2378

  	
   

  	
  22518

  	
   

  	
  Customary

  Account

  



 


32.                                 The
Company has no processing arrangements for credit card payments or payments
made by check (e.g. Telecheck) except as follows:


 


None.


 


	
  Processor Name

  and Address

  	
   

  	
  Contact
  Person and

  Phone Number

  	
   

  	
  Account
  No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


33.                                 The
Company owns or has registered to it the following motor vehicles, the original
title certificates for which shall be delivered to Lender prior to closing:


 


None


 


6

















 


34.                                 With
regard to any pension or profit sharing plan:


 


None.


 


35.                                 The
Company’s fiscal year ends on the Saturday closest to January 31.  The results for fiscal year 2003 represent
the fifty-two week period ending January 31, 2003. The results for fiscal
year 2001 and fiscal year 2002 represent the fifty-two week period ending
February 2, 2002 and February 1, 2003 respectively.  Results for the fiscal years 2000 and 1999
represent the fifty-three week and fifty-two week periods ended
February 2, 2001 and January 29, 2000.


 


Certified Public
Accountants for the Company is the firm of:


 


	
  Name:

  	
   

  	
  Ernst & Young

  
	
  Address:

  	
   

  	
  5 Times Square

  New York, NY  10036-6530

  
	
  Telephone:

  	
   

  	
  (212) 773-1181

  
	
  Facsimile:

  	
   

  	
  (212) 773-1275

  
	
  E-Mail:

  	
   

  	
  jeff.chin@ey.com

  
	
  Partner Handling
  Relationship:

  	
   

  	
  Jeff Chin

  
	
  Were statements
  uncertified for any fiscal year?

  	
   

  	
  Statements for year end
  2002 (11/8/02-

  2/1/03) were certified

  



 


36.                                 The
Company’s counsel with respect to the proposed loan transaction is the firm of:


 


	
  Name:

  	
   

  	
  Kirkland & Ellis

  
	
  Address:

  	
   

  	
  Citigroup Center

  153 East 53rd Street

  New York, NY 10022

  
	
  Telephone:

  	
   

  	
  (212) 446-4800

  
	
  Facsimile:

  	
   

  	
  (212) 446-4900

  
	
  E-Mail:

  	
   

  	
  Adrian_van_schie@ny.kirkland.com

  
	
  Partner Handling
  Relationship:

  	
   

  	
  Adrian van Schie

  



 


37.                                 The
Company’s counsel with respect to matters other than the proposed loan
transaction, if different, is the firm of:


 


	
  Name:

  	
   

  	
  Same as above

  
	
  Address:

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  
	
  E-Mail:

  	
   

  	
   

  
	
  Partner Handling
  Relationship:

  	
   

  	
   

  



 


7

















 


We agree to give you prompt written notice of any
change or amendment with respect to any of the foregoing information.  Until you receive such notice, you will be
entitled to rely in all respects on the foregoing information.


 


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  LERNCO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald W.
  Ristau

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  Madore

  	
   

  
	
   

  	
   

  	
  Title:

  



 


8

















 


xxxxx


 


 


SCHEDULE
21


 


Officers


 


 


Ronald W. Ristau - President


Robert Madore - Vice
President


Chris Consi - Treasurer


Sean Breiner - Assistant Secretary


William Bechstein - Secretary


 


1

















 


SCHEDULE
23


 


Members
of the Board of Directors


 


Ronald W. Ristau


Philip M. Carpenter III


Chris Consi


Robert Madore


Fredrick Alexander


William Bechstein


Sean Breiner


 


1

















 


SCHEDULE
29


 


Intellectual
Property


 


(1)                            See
attached list of trademarks.


 


(2)                            Domain
Names:


 


•              Domain
names currently registered by Lernco, Inc.:


 


Trademark LERNER


 


lny.com


lernco.com


lernerstores.com


lernercatalogue.com


lernerny.com


lernerny.biz


learnersny.com


lernersnewyork.com


lernernewyork.com


lernernewyork.info


lernernewyork.biz


newyorklerner.com


lernerny.us


lernernewyork.tv


 


Trademark NEW YORK &
COMPANY


 


nyandco.com


nyandcompanyextras.com


nyandcompanyextras.net


nyandcompanymen.com


nyandcompanymen.net


nyandcompanykids.com


nyandcompanykids.net


nyandcompanyhome.com


nyandcompanyhome.net


ny-and-company.com


nyandcompany.com


nyandcompany.net


nyjeans.com


newyorkandcompany.com


newyorkandcompany.biz


newyorkandcompany.us


nyandcompany.us


newyorkandco.net


 


1

















 


•                  Domain names currently registered by The Limited Inc.
(Will be updated to Lernco, Inc.)


 


Trademark LERNER


 


lernernewyork.us


 


 


(3)                            Copyrights:


 


•                  Copyright registration number VAU506749 dated October
3, 2000 for Lernco’s New York & Company Skyline design.


 


(4)                            License
Agreements


 


•                  The right of the Company and its Subsidiaries to use
and enjoy licensed software and related copyrights is subject to the terms and
conditions of such licenses.


 


•                  Certain Intellectual Property will be made available to the Company and
its Subsidiaries from and after the Closing subject to the terms of the
Services Agreement.


 


•                  Trademark Protection Agreement, dated February 4, 2001, between Lernco,
Inc. and Lerner New York, Inc.


 


•                  Trademark Protection Agreement, dated April 1, 1995,
between Lernco, Inc. and Lerner New York, Inc.


 


•                  Trademark License Agreement, dated August 20, 1993, between Lernco,
Inc. and various other Affiliates of The Limited, as amended.


 


•                  Amendment No. 3 to Related Company Agreement, dated
June 6, 1990, between Lernco, Inc. and Lerner New York, Inc.


 


•                  Related Company Agreement, dated December 31, 1989, between Lernmark,
Inc. and Lerner Direct, Inc.


 


•                  License Agreement, dated December 31, 1989, between
Lernco, Inc. and Lernmark, Inc.


 


•                  Concession Agreement, dated February 19, 1988, between Lerner Stores,
Inc. and AWI Associates, Inc.


 


•                  Related Company Agreement, dated June 6, 1985, between
Lernco, Inc. and Brylane, Inc.


 


•                  Related Company Agreement, dated June 6, 1985, between
Lernco, Inc. and Lerner Stores, Inc.


 


•                  Bonjour International, Ltd. Agreement with Intermark
Development Group, Inc. – Domestic License Agreement (Lerner).


 


2

















 


•                  Sublicense Agreement, dated as of February 3, 2002,
between Lerner New York, Inc. and Lerner New York GC, LLC.


 


•                  Sublicense Agreement dated February 19, 1988 between
Lerner Stores, Inc. and AWI Associates, Inc.


 


•                  Related Company Agreement dated August 1, 1986 between
Limited Stores, Inc. and Lerner Stores, Inc.


 


•                  Electronic Media Trademark License Agreement dated
August 20, 1993 between Lanco, Inc.; Lernco, Inc.; Limited Stores, Inc.; Lane
Bryant, Inc.; Brylane Direct Holding, Inc.; and Brylane L.P.


 


•                  Amendment to Trademark License Agreement dated July 9,
2001 between Lanco, Inc.; Lernco, Inc.; Limited Stores, Inc.; Lane Bryant,
Inc.; Brylane Direct Holding, Inc.; and Brylane L.P.


 


3























 


TM Rights (Grouped by country)


Report
Date:  3/10/04


 


 


	
  Country:

  	
   

  	
  Andorra

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6006

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  3, 14, 18, 25, 35, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  7,236

  	
   

  	
  7/ 4/97

  	
   

  	
  6,876

  	
   

  	
  7/ 4/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8292

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  14,355

  	
   

  	
  3/24/00

  	
   

  	
  14,355

  	
   

  	
  4/ 6/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Argentina

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4321

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1,923,128

  	
   

  	
  6/ 6/94

  	
   

  	
  1,683,033

  	
   

  	
  8/25/98

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4322

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1,923,129

  	
   

  	
  6/ 6/94

  	
   

  	
  1,683,036

  	
   

  	
  8/25/98

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7966

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2,275,341

  	
   

  	
  3/21/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7967

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2,275,342

  	
   

  	
  3/21/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7968

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2,275,343

  	
   

  	
  3/21/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Aruba

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4637

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  94,062,322

  	
   

  	
  6/23/94

  	
   

  	
  16,816

  	
   

  	
  7/11/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7948

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  IM-2000/0316.18

  	
   

  	
  3/16/00

  	
   

  	
  20,455

  	
   

  	
  4/11/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Australia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2295

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  443,663

  	
   

  	
  4/11/86

  	
   

  	
  B443,663

  	
   

  	
  7/ 4/90

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2296

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  443,665

  	
   

  	
  4/11/86

  	
   

  	
  B443,665

  	
   

  	
  7/ 4/90

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7931

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  826,6727

  	
   

  	
  3/ 7/00

  	
   

  	
  A826,672

  	
   

  	
  4/ 5/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Austria

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4444

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 39, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  AM 3638/94

  	
   

  	
  7/21/94

  	
   

  	
  155,919

  	
   

  	
  12/22/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8288

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 39, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  AM 1734/2000

  	
   

  	
  3/13/00

  	
   

  	
  189,173

  	
   

  	
  6/15/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Bahamas

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5036

  	
   

  	
  LERNER

  	
   

  	
  38

  	
   

  	
  Lernco, Inc.

  	
   

  	
  16,594

  	
   

  	
  7/15/94

  	
   

  	
  16,594

  	
   

  	
  12/ 7/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4549

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  38

  	
   

  	
  Lernco, Inc.

  	
   

  	
  16,594

  	
   

  	
  7/15/94

  	
   

  	
  16,594

  	
   

  	
  12/ 7/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


1

















 


	
  8616

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,701

  	
   

  	
  5/11/00

  	
   

  	
  22,701

  	
   

  	
  2/ 4/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8617

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  38

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,702

  	
   

  	
  5/11/00

  	
   

  	
  22,702

  	
   

  	
  2/17/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8618

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  48

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,703

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Bahrain

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8370

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1112/2000

  	
   

  	
  5/15/00

  	
   

  	
  27,598

  	
   

  	
  4/ 7/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8371

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1110/2000

  	
   

  	
  5/15/00

  	
   

  	
  SM3627

  	
   

  	
  11/19/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8328

  	
   

  	
  NY & CO. AND
  RECTANGULAR DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1111/2000

  	
   

  	
  5/15/00

  	
   

  	
  27,599

  	
   

  	
  4/ 7/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Bangladesh

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3985

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  40,456

  	
   

  	
  4/27/94

  	
   

  	
  40,456

  	
   

  	
  9/23/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8121

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  64,231

  	
   

  	
  4/ 2/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8122

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  16

  	
   

  	
  Lernco, Inc.

  	
   

  	
  64,232

  	
   

  	
  4/ 2/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8123

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  64,227

  	
   

  	
  4/ 2/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Barbados

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8435

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  3/24/00

  	
   

  	
  81/15098

  	
   

  	
  11/27/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8436

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  3/24/00

  	
   

  	
  81/15099

  	
   

  	
  11/27/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8437

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  3/24/00

  	
   

  	
  81/15100

  	
   

  	
  11/27/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Benelux

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2300

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/ 3/86

  	
   

  	
  418,590

  	
   

  	
  6/ 3/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2301

  	
   

  	
  LERNER

  	
   

  	
  40, 41, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  1/ 7/87

  	
   

  	
  424,555

  	
   

  	
  1/ 7/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8103

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  961,522

  	
   

  	
  4/ 4/00

  	
   

  	
  682,310

  	
   

  	
  8/ 1/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Bermuda

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7943

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  31,617

  	
   

  	
  3/23/00

  	
   

  	
  31,617

  	
   

  	
  1/30/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7944

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  31,618

  	
   

  	
  3/23/00

  	
   

  	
  31,618

  	
   

  	
  1/30/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7945

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  31,619

  	
   

  	
  3/23/00

  	
   

  	
  31,619

  	
   

  	
  1/30/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


2

















 


	
  Country:

  	
   

  	
  Bolivia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2297

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/ 9/86

  	
   

  	
  A-51,353

  	
   

  	
  6/23/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2298

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/ 9/86

  	
   

  	
  A-51,354

  	
   

  	
  6/23/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8394

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/18/00

  	
   

  	
  83,896-C

  	
   

  	
  3/27/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8395

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/18/00

  	
   

  	
  83,887-C

  	
   

  	
  3/27/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8396

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/18/00

  	
   

  	
  83,886-C

  	
   

  	
  3/27/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Brazil

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2299

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  812,694,384

  	
   

  	
  7/10/86

  	
   

  	
  812,694,384

  	
   

  	
  10/30/90

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5327

  	
   

  	
  LERNER

  	
   

  	
  25.10

  	
   

  	
  Lernco, Inc.

  	
   

  	
  819,174,602

  	
   

  	
  4/15/96

  	
   

  	
  819,174,602

  	
   

  	
  10/ 6/98

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5585

  	
   

  	
  LERNER

  	
   

  	
  25.10

  	
   

  	
  Lernco, Inc.

  	
   

  	
  812,694,376

  	
   

  	
  7/10/86

  	
   

  	
  812,694,376

  	
   

  	
  2/25/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7855

  	
   

  	
  NY & CO

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  822,421,747

  	
   

  	
  1/28/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7856

  	
   

  	
  NY & CO

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  822,421,755

  	
   

  	
  1/28/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7857

  	
   

  	
  NY & CO

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  822,421,763

  	
   

  	
  1/28/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Bulgaria

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4038

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  3, 14, 18, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  26,937

  	
   

  	
  4/13/94

  	
   

  	
  26,627

  	
   

  	
  8/24/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4060

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  26,938

  	
   

  	
  4/13/94

  	
   

  	
  4,341

  	
   

  	
  8/24/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8085

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  49,225

  	
   

  	
  3/14/00

  	
   

  	
  40,296

  	
   

  	
  7/25/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Canada

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11934

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1325

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  14, 18, 25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
  570,504

  	
   

  	
  10/ 8/86

  	
   

  	
  359,322

  	
   

  	
  8/11/89

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2302

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  423,797

  	
   

  	
  4/21/78

  	
   

  	
  262,235

  	
   

  	
  9/ 4/81

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2303

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  423,798

  	
   

  	
  4/21/78

  	
   

  	
  262,236

  	
   

  	
  9/ 4/81

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7908

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1,050,520

  	
   

  	
  3/13/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  643

  	
   

  	
  PREZZIA

  	
   

  	
  14, 25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
  577,113

  	
   

  	
  2/ 3/87

  	
   

  	
  359,525

  	
   

  	
  8/18/89

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1066

  	
   

  	
  SE DU

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
  596,224

  	
   

  	
  11/30/87

  	
   

  	
  360,130

  	
   

  	
  9/ 8/89

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


3

















 


	
  Country:

  	
   

  	
  Chile

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1362

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  347,474

  	
   

  	
  6/19/86

  	
   

  	
  469,013

  	
   

  	
  10/ 7/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2305

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/19/86

  	
   

  	
  469,014

  	
   

  	
  10/ 7/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2306

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  1/ 7/87

  	
   

  	
  487,211

  	
   

  	
  4/ 9/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8547

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  489,690

  	
   

  	
  6/ 9/00

  	
   

  	
  673,571

  	
   

  	
  9/16/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8548

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  488,773

  	
   

  	
  6/ 2/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8549

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  488,772

  	
   

  	
  6/ 2/00

  	
   

  	
  670,610

  	
   

  	
  8/ 8/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  China
  (People's Republic Of)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2307

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  10/ 7/86

  	
   

  	
  288,874

  	
   

  	
  5/30/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3673

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  93/068,880

  	
   

  	
  8/14/93

  	
   

  	
  776,376

  	
   

  	
  1/21/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8094

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000047617

  	
   

  	
  4/13/00

  	
   

  	
  1,595,953

  	
   

  	
  6/28/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8095

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000047616

  	
   

  	
  4/13/00

  	
   

  	
  1,589,200

  	
   

  	
  6/21/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8096

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000047615

  	
   

  	
  4/13/00

  	
   

  	
  1,596,375

  	
   

  	
  7/ 7/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Colombia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2308

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  255,743

  	
   

  	
  4/29/86

  	
   

  	
  127,086

  	
   

  	
  12/14/89

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4365

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  024,439

  	
   

  	
  6/ 7/94

  	
   

  	
  173,073

  	
   

  	
  1/25/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8072

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  26,584

  	
   

  	
  4/11/00

  	
   

  	
  233,704

  	
   

  	
  3/29/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8100

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  26582

  	
   

  	
  4/11/00

  	
   

  	
  233,702

  	
   

  	
  3/29/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8132

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  26583

  	
   

  	
  4/11/00

  	
   

  	
  233,703

  	
   

  	
  3/29/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Costa
  Rica

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  692

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  89,911

  	
   

  	
  8/22/94

  	
   

  	
  90,099

  	
   

  	
  2/ 6/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  681

  	
   

  	
  LERNER NEW YORK AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  89,970

  	
   

  	
  8/22/94

  	
   

  	
  90,104

  	
   

  	
  2/ 6/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Czech
  Republic

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4695

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  94/91009

  	
   

  	
  7/ 1/94

  	
   

  	
  192,038

  	
   

  	
  7/24/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8254

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  153,799

  	
   

  	
  3/31/00

  	
   

  	
  234,336

  	
   

  	
  6/25/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


4

















 


	
  Country:

  	
   

  	
  Denmark

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7353

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  4/ 8/86

  	
   

  	
  4090-1987

  	
   

  	
  12/18/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2310

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2709-1986

  	
   

  	
  4/24/86

  	
   

  	
  1685-1988

  	
   

  	
  4/25/88

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2311

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2887-1987

  	
   

  	
  5/ 6/87

  	
   

  	
  2052-1989

  	
   

  	
  5/ 5/89

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7982

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  VA 2000 01315

  	
   

  	
  3/23/00

  	
   

  	
  VR 2000 02381

  	
   

  	
  5/31/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Dominican
  Republic

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4598

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  44

  	
   

  	
  Lernco, Inc.

  	
   

  	
  26,326

  	
   

  	
  7/ 7/94

  	
   

  	
  74,353

  	
   

  	
  10/15/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8129

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  19,087

  	
   

  	
  4/12/00

  	
   

  	
  114,250

  	
   

  	
  8/15/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8130

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  19,085

  	
   

  	
  4/12/00

  	
   

  	
  114,278

  	
   

  	
  8/15/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8131

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  16

  	
   

  	
  Lernco, Inc.

  	
   

  	
  19,086

  	
   

  	
  4/12/00

  	
   

  	
  114,334

  	
   

  	
  8/30/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  653

  	
   

  	
  PREZZIA

  	
   

  	
  21

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  3/16/87

  	
   

  	
  42,849

  	
   

  	
  7/24/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  654

  	
   

  	
  PREZZIA

  	
   

  	
  50

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  3/16/87

  	
   

  	
  42,900

  	
   

  	
  7/24/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  655

  	
   

  	
  PREZZIA

  	
   

  	
  48

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  3/16/87

  	
   

  	
  43,098

  	
   

  	
  8/20/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  656

  	
   

  	
  PREZZIA

  	
   

  	
  44

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  3/16/87

  	
   

  	
  43,901

  	
   

  	
  12/16/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1069

  	
   

  	
  SE DU

  	
   

  	
  14

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  12/29/87

  	
   

  	
  44,388

  	
   

  	
  3/16/88

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1070

  	
   

  	
  SE DU

  	
   

  	
  50

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  2/29/88

  	
   

  	
  44,686

  	
   

  	
  5/16/88

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Ecuador

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4412

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  48,351

  	
   

  	
  6/17/94

  	
   

  	
  3071/95

  	
   

  	
  11/10/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4413

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  48,349

  	
   

  	
  6/17/94

  	
   

  	
  841/95

  	
   

  	
  11/16/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8273

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  103,585

  	
   

  	
  4/28/00

  	
   

  	
  5481-00

  	
   

  	
  8/28/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8274

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  103,586

  	
   

  	
  4/28/00

  	
   

  	
  5482-00

  	
   

  	
  8/28/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8275

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  103,584

  	
   

  	
  4/28/00

  	
   

  	
  1703-00

  	
   

  	
  8/10/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Egypt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4533

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  91,363

  	
   

  	
  6/23/94

  	
   

  	
  91,363

  	
   

  	
  2/27/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  10253

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  36

  	
   

  	
  Lernco, Inc.

  	
   

  	
  144,516

  	
   

  	
  8/13/01

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8445

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  132,741

  	
   

  	
  5/10/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8446

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  132,739

  	
   

  	
  5/10/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8447

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  132,740

  	
   

  	
  5/10/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  El
  Salvador

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4128

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  19887/2001

  	
   

  	
  5/ 2/94

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


5

















 


	
  4129

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  14

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1566/94

  	
   

  	
  5/ 2/94

  	
   

  	
  69 Book 107 P139-40

  	
   

  	
  6/23/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4130

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  18

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1568/94

  	
   

  	
  5/ 2/94

  	
   

  	
  3 Book 49

  	
   

  	
  2/17/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4131

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1567/94

  	
   

  	
  5/ 2/94

  	
   

  	
  237 Book 104 P 475-6

  	
   

  	
  5/25/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4132

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1564/94

  	
   

  	
  5/ 2/94

  	
   

  	
  105 Book104 P211-212

  	
   

  	
  5/16/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8114

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2306/2000

  	
   

  	
  3/28/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8118

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2305/2000

  	
   

  	
  3/28/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8119

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2304/2000

  	
   

  	
  3/28/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8120

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2303/2000

  	
   

  	
  3/28/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  European
  Union

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7174

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  3, 25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  325,431

  	
   

  	
  8/13/96

  	
   

  	
  325,431

  	
   

  	
  12/ 4/98

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Finland

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4451

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 35, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  3154/94

  	
   

  	
  6/21/94

  	
   

  	
  140,801

  	
   

  	
  11/20/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7932

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  T200000859

  	
   

  	
  3/14/00

  	
   

  	
  219,910

  	
   

  	
  12/29/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  France

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2313

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  5/22/86

  	
   

  	
  1,355,689

  	
   

  	
  5/22/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2314

  	
   

  	
  LERNER

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  7/21/86

  	
   

  	
  1,386,464

  	
   

  	
  7/21/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8148

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 16, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  00 3015839

  	
   

  	
  3/21/00

  	
   

  	
  00 3015839

  	
   

  	
  3/21/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Gaza
  District

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7160

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  4,903

  	
   

  	
  7/24/97

  	
   

  	
  4,903

  	
   

  	
  6/ 3/98

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7161

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  4,904

  	
   

  	
  7/24/97

  	
   

  	
  4,904

  	
   

  	
  6/ 3/98

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8077

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  6,991

  	
   

  	
  3/30/00

  	
   

  	
  6,991

  	
   

  	
  8/ 4/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8078

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  6,992

  	
   

  	
  3/30/00

  	
   

  	
  6,992

  	
   

  	
  8/ 4/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8079

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  6,993

  	
   

  	
  3/30/00

  	
   

  	
  6,993

  	
   

  	
  8/ 4/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


6

















 


	
  Country:

  	
   

  	
  German
  Federal Republic

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2309

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  L 29287/25 Wz

  	
   

  	
  7/28/86

  	
   

  	
  1,103,100

  	
   

  	
  4/ 3/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5244

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  395 46 914.7

  	
   

  	
  11/17/95

  	
   

  	
  395 46 914

  	
   

  	
  7/ 3/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Germany

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8141

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  300 19 077.8/03

  	
   

  	
  3/13/00

  	
   

  	
  300 19 077

  	
   

  	
  10/16/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Greece

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2315

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  7/ 2/86

  	
   

  	
  83,091

  	
   

  	
  4/18/89

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Guatemala

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12007

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
  0320-04

  	
   

  	
  1/20/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1332

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  8/13/87

  	
   

  	
  55,589

  	
   

  	
  8/12/88

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11043

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  115,671

  	
   

  	
  2/21/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3907

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/21/94

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3908

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/21/94

  	
   

  	
  78,737

  	
   

  	
  4/30/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  9436

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  108,877

  	
   

  	
  1/19/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  9437

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  108,906

  	
   

  	
  1/22/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  9438

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  108,908

  	
   

  	
  1/22/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Haiti

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4401

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/17/94

  	
   

  	
  178/105

  	
   

  	
  10/15/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4402

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/17/94

  	
   

  	
  179/105

  	
   

  	
  10/29/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8431

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  316-V

  	
   

  	
  3/24/00

  	
   

  	
  121/127

  	
   

  	
  1/30/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8432

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  322-V

  	
   

  	
  3/24/00

  	
   

  	
  119/127

  	
   

  	
  1/30/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8433

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  315-V

  	
   

  	
  3/24/00

  	
   

  	
  120/127

  	
   

  	
  1/30/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Honduras

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3948

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2770/94

  	
   

  	
  4/13/94

  	
   

  	
  61,511

  	
   

  	
  5/12/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3949

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2771/94

  	
   

  	
  4/13/94

  	
   

  	
  1,935

  	
   

  	
  1/12/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8126

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  5726/2000

  	
   

  	
  4/10/00

  	
   

  	
  80,240

  	
   

  	
  12/27/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


7

















 


	
  8127

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  5725/2000

  	
   

  	
  4/10/00

  	
   

  	
  80,064

  	
   

  	
  12/13/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8128

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  5724/2000

  	
   

  	
  4/10/00

  	
   

  	
  7,341

  	
   

  	
  12/27/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Hong
  Kong

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11974

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
  300135044

  	
   

  	
  12/30/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  966

  	
   

  	
  LEARNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  12445/1995

  	
   

  	
  10/ 4/95

  	
   

  	
  B10848/1997

  	
   

  	
  11/ 5/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3623

  	
   

  	
  LEARNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  9/30/87

  	
   

  	
  B781 of 1989

  	
   

  	
  3/17/89

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7979

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  5222/2000

  	
   

  	
  4/ 4/03

  	
   

  	
  300126116

  	
   

  	
  12/29/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7980

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  5223/2000

  	
   

  	
  4/ 4/03

  	
   

  	
  300126125

  	
   

  	
  12/29/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7981

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  5224/2000

  	
   

  	
  4/ 4/03

  	
   

  	
  300126134

  	
   

  	
  12/29/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Hungary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2316

  	
   

  	
  LERNER

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  5/26/86

  	
   

  	
  126,001

  	
   

  	
  2/ 6/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8107

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  M0001545

  	
   

  	
  3/17/00

  	
   

  	
  172,142

  	
   

  	
  9/23/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  India

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3903

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  625,620

  	
   

  	
  4/19/94

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11759

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  17,550

  	
   

  	
  9/15/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8498

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  912,079

  	
   

  	
  3/24/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8499

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  912,077

  	
   

  	
  3/24/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8500

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  16

  	
   

  	
  Lernco, Inc.

  	
   

  	
  912,078

  	
   

  	
  3/24/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Indonesia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12031

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
  D00-2004-00270-00271

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1/ 7/07

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7599

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  D96-9111

  	
   

  	
  5/ 7/96

  	
   

  	
  380,327

  	
   

  	
  8/15/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3895

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/10/93

  	
   

  	
  307,112

  	
   

  	
  6/22/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8113

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  DOO-5125

  	
   

  	
  5/29/00

  	
   

  	
  481,085

  	
   

  	
  6/21/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8125

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  D00.5126

  	
   

  	
  5/29/00

  	
   

  	
  477,683

  	
   

  	
  5/25/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8147

  	
   

  	
  NY & CO and Design

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  J00-5127

  	
   

  	
  5/29/00

  	
   

  	
  477,684

  	
   

  	
  5/25/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


8

















 


	
  Country:

  	
   

  	
  Ireland

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4456

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  94/3591

  	
   

  	
  6/14/94

  	
   

  	
  161,697

  	
   

  	
  11/23/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7346

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  95/3611

  	
   

  	
  7/ 1/96

  	
   

  	
  205,951

  	
   

  	
  7/ 7/99

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7348

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  16, 41

  	
   

  	
  Lernco, Inc.

  	
   

  	
  98/3073

  	
   

  	
  7/28/98

  	
   

  	
  210,091

  	
   

  	
  4/27/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7952

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/00926

  	
   

  	
  3/20/00

  	
   

  	
  222,496

  	
   

  	
  9/11/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Israel

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3918

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  92,118

  	
   

  	
  4/12/94

  	
   

  	
  92,118

  	
   

  	
  5/ 1/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3919

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  92,119

  	
   

  	
  4/12/94

  	
   

  	
  92,119

  	
   

  	
  5/ 1/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8221

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  136,075

  	
   

  	
  3/21/00

  	
   

  	
  136,075

  	
   

  	
  9/ 5/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8222

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  136,076

  	
   

  	
  3/21/00

  	
   

  	
  136,076

  	
   

  	
  9/ 5/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8223

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  136,077

  	
   

  	
  3/21/00

  	
   

  	
  136,077

  	
   

  	
  9/ 5/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Italy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2318

  	
   

  	
  LERNER

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  7/ 4/86

  	
   

  	
  762,332

  	
   

  	
  3/18/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7974

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  MI2000C003247

  	
   

  	
  3/21/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Jamaica

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8142

  	
   

  	
  NY & CO and Design

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  3/4078

  	
   

  	
  3/16/00

  	
   

  	
  B38,732

  	
   

  	
  5/14/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8143

  	
   

  	
  NY & CO and Design

  	
   

  	
  16

  	
   

  	
  Lernco, Inc.

  	
   

  	
  16/3001

  	
   

  	
  3/16/00

  	
   

  	
  B38,708

  	
   

  	
  5/15/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8144

  	
   

  	
  NY & CO and Design

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  25/2269

  	
   

  	
  3/16/00

  	
   

  	
  B38,769

  	
   

  	
  6/11/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  10497

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  41,390

  	
   

  	
  10/12/01

  	
   

  	
  41,390

  	
   

  	
  5/16/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Japan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2319

  	
   

  	
  LERNER

  	
   

  	
  17

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  5/15/86

  	
   

  	
  2,114,688

  	
   

  	
  2/21/89

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1216

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  73507/94

  	
   

  	
  7/20/94

  	
   

  	
  3,357,873

  	
   

  	
  11/ 7/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4484

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  73508/94

  	
   

  	
  7/20/94

  	
   

  	
  3,352,532

  	
   

  	
  10/17/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7986

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000-038466

  	
   

  	
  3/22/00

  	
   

  	
  4,477,894

  	
   

  	
  5/25/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7987

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000-038465

  	
   

  	
  3/22/00

  	
   

  	
  4,446,389

  	
   

  	
  1/19/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


9

















 


	
  Country:

  	
   

  	
  Jordan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4518

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  35,872

  	
   

  	
  8/15/94

  	
   

  	
  35,872

  	
   

  	
  6/29/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8434

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  61,905

  	
   

  	
  5/11/00

  	
   

  	
  61,905

  	
   

  	
  10/27/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8488

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  61,448

  	
   

  	
  5/11/00

  	
   

  	
  61,448

  	
   

  	
  9/15/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8489

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  57,894

  	
   

  	
  5/11/00

  	
   

  	
  57,894

  	
   

  	
  12/10/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8490

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  57,893

  	
   

  	
  5/11/00

  	
   

  	
  57,893

  	
   

  	
  12/10/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Kuwait

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4656

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  29,447

  	
   

  	
  9/26/94

  	
   

  	
  27,144

  	
   

  	
  12/16/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11050

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  47,028

  	
   

  	
  6/21/00

  	
   

  	
  44,249

  	
   

  	
  5/ 7/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11051

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  47,029

  	
   

  	
  6/21/00

  	
   

  	
  44,248

  	
   

  	
  5/ 7/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8458

  	
   

  	
  NY & CO. AND
  RECTANGULAR DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  47,030

  	
   

  	
  6/21/00

  	
   

  	
  44,247

  	
   

  	
  5/ 5/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Macao

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12046

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
  N/012906

  	
   

  	
  1/12/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3993

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  13.526-M

  	
   

  	
  4/18/94

  	
   

  	
  13.526-M

  	
   

  	
  4/12/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3994

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  13.527-M

  	
   

  	
  4/18/94

  	
   

  	
  13.527-M

  	
   

  	
  4/15/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11052

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  N/010514

  	
   

  	
  10/23/02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11053

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  N/010513

  	
   

  	
  10/23/02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11065

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  N/010512

  	
   

  	
  10/23/02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Madagascar

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12028

  	
   

  	
  LERNER

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  12029

  	
   

  	
  NEW YORK & COMPANY

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Malaysia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3335

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  97/09744

  	
   

  	
  7/18/97

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4009

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  94/07748

  	
   

  	
  8/27/94

  	
   

  	
  94/07748

  	
   

  	
  10/11/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7008

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  97/18386

  	
   

  	
  12/ 1/97

  	
   

  	
  No

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
  No

  
	
  8510

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/05121

  	
   

  	
  4/25/00

  	
   

  	
  No

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
  No

  
	
  8511

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/05122

  	
   

  	
  4/25/00

  	
   

  	
  No

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
  No

  



 


10

















 


	
  8512

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/05123

  	
   

  	
  4/25/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Mauritius

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1337

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  4/15/87

  	
   

  	
  49

  	
   

  	
  11/ 6/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2324

  	
   

  	
  LERNER

  	
   

  	
   

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/19/86

  	
   

  	
  112

  	
   

  	
  10/30/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  10756

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 16, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/ 6/00

  	
   

  	
  A/47 No. 235

  	
   

  	
  2/25/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Mexico

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12044

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
  636,623

  	
   

  	
  1/ 8/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7342

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
  186,030

  	
   

  	
  12/14/93

  	
   

  	
  467,411

  	
   

  	
  7/22/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  10978

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  556,779

  	
   

  	
  7/16/02

  	
   

  	
  775,384

  	
   

  	
  1/28/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11016

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  561,324

  	
   

  	
  8/15/02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8101

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  419,324

  	
   

  	
  4/ 4/00

  	
   

  	
  658,030

  	
   

  	
  5/31/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8145

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  419,339

  	
   

  	
  4/ 4/00

  	
   

  	
  665,781

  	
   

  	
  7/27/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11503

  	
   

  	
  NY & CO NEW YORK &
  COMPANY AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  602,178

  	
   

  	
  5/23/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11534

  	
   

  	
  NY & CO NEW YORK &
  COMPANY AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  604,054

  	
   

  	
  6/ 5/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Monaco

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4562

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  15,598

  	
   

  	
  7/13/94

  	
   

  	
  94-15547

  	
   

  	
  9/15/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8204

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 16, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  21707

  	
   

  	
  4/25/00

  	
   

  	
  00.21473

  	
   

  	
  6/20/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Mongolia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12001

  	
   

  	
  LERNER

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  4,922

  	
   

  	
  1/16/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  12002

  	
   

  	
  NEW YORK & COMPANY

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  4,923

  	
   

  	
  1/16/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


11

















 


	
  Country:

  	
   

  	
  Morocco

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4509

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  7/25/94

  	
   

  	
  54,393

  	
   

  	
  7/25/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7936

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  72,818

  	
   

  	
  3/20/00

  	
   

  	
  72,818

  	
   

  	
  6/28/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Nepal

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1287

  	
   

  	
  LERNER NEW YORK

  	
   

  	
   

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11377/052

  	
   

  	
  2/16/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5442

  	
   

  	
  LERNER NEW YORK

  	
   

  	
   

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11518/052

  	
   

  	
  4/11/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5443

  	
   

  	
  LERNER NEW YORK

  	
   

  	
   

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11519/052

  	
   

  	
  4/11/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5444

  	
   

  	
  LERNER NEW YORK

  	
   

  	
   

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11520/052

  	
   

  	
  4/11/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  9090

  	
   

  	
  NY AND CO.

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  15414/057

  	
   

  	
  6/15/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  New
  Zealand

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4608

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  238,130

  	
   

  	
  6/21/94

  	
   

  	
  238,130

  	
   

  	
  4/15/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4609

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  238,131

  	
   

  	
  6/21/94

  	
   

  	
  238,131

  	
   

  	
  4/15/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8053

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  610,336

  	
   

  	
  3/14/00

  	
   

  	
  610,336

  	
   

  	
  9/14/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8054

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  610,337

  	
   

  	
  3/14/00

  	
   

  	
  610,337

  	
   

  	
  9/14/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8055

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  610,338

  	
   

  	
  3/14/00

  	
   

  	
  610,338

  	
   

  	
  9/14/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Nicaragua

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4676

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  10/ 3/94

  	
   

  	
  27,890

  	
   

  	
  3/ 7/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4677

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  10/ 3/94

  	
   

  	
  28,498

  	
   

  	
  5/ 4/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8198

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/01852

  	
   

  	
  4/27/00

  	
   

  	
  51,053

  	
   

  	
  9/11/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8201

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/01851

  	
   

  	
  4/27/00

  	
   

  	
  51,054

  	
   

  	
  9/11/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8203

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/01853

  	
   

  	
  4/27/00

  	
   

  	
  51,052

  	
   

  	
  9/11/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Norway

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2327

  	
   

  	
  LERNER

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/11/86

  	
   

  	
  129,602

  	
   

  	
  7/23/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8139

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000 03114

  	
   

  	
  3/15/00

  	
   

  	
  206,761

  	
   

  	
  2/ 1/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Oman

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8268

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,476

  	
   

  	
  5/15/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8269

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,477

  	
   

  	
  5/15/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


12

















 


	
  8270

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,478

  	
   

  	
  5/15/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8271

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,479

  	
   

  	
  5/15/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Pakistan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8133

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  16

  	
   

  	
  Lernco, Inc.

  	
   

  	
  162,207

  	
   

  	
  4/13/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8137

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  161,736

  	
   

  	
  3/21/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8138

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  161,735

  	
   

  	
  3/21/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Panama

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1339

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  14

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  3/12/87

  	
   

  	
  43,703

  	
   

  	
  4/ 8/88

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1340

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  18

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  3/12/87

  	
   

  	
  43,704

  	
   

  	
  4/ 8/88

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1341

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  3/13/87

  	
   

  	
  43,716

  	
   

  	
  4/ 8/88

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2328

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  3/10/87

  	
   

  	
  2,618

  	
   

  	
  11/24/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2329

  	
   

  	
  LERNER

  	
   

  	
  14

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  3/10/87

  	
   

  	
  2,619

  	
   

  	
  11/24/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2330

  	
   

  	
  LERNER

  	
   

  	
  18

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  3/10/87

  	
   

  	
  2,621

  	
   

  	
  11/24/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2331

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  3/11/87

  	
   

  	
  2,620

  	
   

  	
  11/24/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8880

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  109,369

  	
   

  	
  8/11/00

  	
   

  	
  109,369

  	
   

  	
  10/15/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8881

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  109,370

  	
   

  	
  8/11/00

  	
   

  	
  No

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8882

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  109,371

  	
   

  	
  8/11/00

  	
   

  	
  109,371

  	
   

  	
  10/15/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Paraguay

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2339

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/19/86

  	
   

  	
  197,625

  	
   

  	
  10/28/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2340

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/19/86

  	
   

  	
  197,626

  	
   

  	
  10/28/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8211

  	
   

  	
  NY & CO and Design

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  8507-2000

  	
   

  	
  4/13/00

  	
   

  	
  239,105

  	
   

  	
  9/10/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8212

  	
   

  	
  NY & CO and Design

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  8506-2000

  	
   

  	
  4/13/00

  	
   

  	
  239,104

  	
   

  	
  9/10/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8213

  	
   

  	
  NY & CO and Design

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  8508-2000

  	
   

  	
  4/13/00

  	
   

  	
  239,106

  	
   

  	
  9/10/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Peru

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1076

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  250,581

  	
   

  	
  9/13/94

  	
   

  	
  003,318

  	
   

  	
  1/18/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4381

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  247,082

  	
   

  	
  7/19/94

  	
   

  	
  11,223

  	
   

  	
  11/ 3/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  10143

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  136,777

  	
   

  	
  10/22/01

  	
   

  	
  28,269

  	
   

  	
  1/16/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8169

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  105,816

  	
   

  	
  5/ 9/00

  	
   

  	
  66,068

  	
   

  	
  9/ 8/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8205

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  106505-2000

  	
   

  	
  5/18/00

  	
   

  	
  78,796

  	
   

  	
  3/11/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


13

















 


	
  Country:

  	
   

  	
  Philippines

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12073

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
  4-2004-000206

  	
   

  	
  1/ 9/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3641

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  100,832

  	
   

  	
  6/19/95

  	
   

  	
  4-1995-103020

  	
   

  	
  12/13/99

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5112

  	
   

  	
  LERNER

  	
   

  	
  14

  	
   

  	
  Lernco, Inc.

  	
   

  	
  100,829

  	
   

  	
  6/19/95

  	
   

  	
  4-1995-103017

  	
   

  	
  11/ 4/99

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5113

  	
   

  	
  LERNER

  	
   

  	
  18

  	
   

  	
  Lernco, Inc.

  	
   

  	
  100,830

  	
   

  	
  6/19/95

  	
   

  	
  4-1995-103018

  	
   

  	
  10/22/99

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5114

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  100,831

  	
   

  	
  6/19/95

  	
   

  	
  4-1995-103019

  	
   

  	
  11/ 9/99

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4654

  	
   

  	
  LERNER NEW YORK AND SKYLINE
  DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  100,833

  	
   

  	
  6/19/95

  	
   

  	
  4-1995-103021

  	
   

  	
  12/14/99

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8140

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  4-2000-0002256

  	
   

  	
  3/22/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11972

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  4-2003-0009728

  	
   

  	
  10/22/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Poland

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4706

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  7/29/94

  	
   

  	
  98,228

  	
   

  	
  7/29/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8253

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  Z-216047

  	
   

  	
  3/29/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Portugal

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2337

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  234,716

  	
   

  	
  5/ 5/86

  	
   

  	
  234,716

  	
   

  	
  12/ 3/91

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2338

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  234,715

  	
   

  	
  5/ 5/86

  	
   

  	
  234,715

  	
   

  	
  10/ 1/91

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7996

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  344,857

  	
   

  	
  3/17/00

  	
   

  	
  344,857

  	
   

  	
  3/22/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Puerto
  Rico

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12052

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
  60,138

  	
   

  	
  2/ 2/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2334

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  8/28/81

  	
   

  	
  23,928-A

  	
   

  	
  12/10/81

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2335

  	
   

  	
  LERNER

  	
   

  	
  14

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  7/24/86

  	
   

  	
  27,285

  	
   

  	
  12/23/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2336

  	
   

  	
  LERNER

  	
   

  	
  16

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  7/24/86

  	
   

  	
  27,286

  	
   

  	
  12/23/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5189

  	
   

  	
  LERNER

  	
   

  	
  14, 18, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  5/15/90

  	
   

  	
  7,507

  	
   

  	
  3/10/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  10330

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7,159

  	
   

  	
  7/10/79

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  10604

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7,158

  	
   

  	
  4/15/80

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11632

  	
   

  	
  LERNER

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/24/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11628

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/24/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11630

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/24/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11631

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/24/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


14

















 


	
  11695

  	
   

  	
  LERNER NY

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  8/29/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11696

  	
   

  	
  LERNER NY

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  8/29/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11697

  	
   

  	
  LERNER NY

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  8/29/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11488

  	
   

  	
  NEW YORK & COMPANY

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  5/ 8/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11489

  	
   

  	
  NEW YORK &

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  5/ 8/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
  COMPANY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11490

  	
   

  	
  NEW YORK & COMPANY

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  5/ 8/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Qatar

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8217

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,572

  	
   

  	
  4/ 1/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8218

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,570

  	
   

  	
  4/ 1/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8219

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  22,571

  	
   

  	
  4/ 1/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Romania

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3275

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  32,461

  	
   

  	
  8/31/94

  	
   

  	
  24,183

  	
   

  	
  8/31/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8369

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  M 2000 01204

  	
   

  	
  3/14/00

  	
   

  	
  42,317

  	
   

  	
  3/14/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Russian
  Federation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4070

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  3, 14, 18, 25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  94,019,044

  	
   

  	
  6/ 1/94

  	
   

  	
  134,936

  	
   

  	
  11/24/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8105

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000705692

  	
   

  	
  3/15/00

  	
   

  	
  217,209

  	
   

  	
  7/17/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Saudi
  Arabia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4579

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  26,708

  	
   

  	
  10/ 8/94

  	
   

  	
  341/66

  	
   

  	
  5/29/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4580

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  28,302

  	
   

  	
  2/ 1/95

  	
   

  	
  364/31

  	
   

  	
  12/24/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5009

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  28,290

  	
   

  	
  2/ 1/95

  	
   

  	
  364/30

  	
   

  	
  12/24/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8366

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  64,157

  	
   

  	
  5/ 1/00

  	
   

  	
  572/64

  	
   

  	
  5/29/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8367

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  64,048

  	
   

  	
  4/26/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8368

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  64,049

  	
   

  	
  4/26/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


15

















 


	
  Country:

  	
   

  	
  Serbia
  and Montenegro

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1352

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  5/14/86

  	
   

  	
  30922-Z-366/86

  	
   

  	
  12/21/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2352

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  5/14/86

  	
   

  	
  32063-Z-368/86

  	
   

  	
  9/ 5/88

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8042

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  Z-358/2000

  	
   

  	
  4/14/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Singapore

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3587

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  10330/96

  	
   

  	
  9/26/96

  	
   

  	
  10330/96

  	
   

  	
  9/26/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  6620

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  T99/00470I

  	
   

  	
  1/15/99

  	
   

  	
  T99/00470I

  	
   

  	
  1/15/99

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3568

  	
   

  	
  LERNER NEW YORK AND LADY
  DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  448/97

  	
   

  	
  1/15/97

  	
   

  	
  448/97

  	
   

  	
  1/15/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8004

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  T00/04987Z

  	
   

  	
  3/28/00

  	
   

  	
  T00/04987Z

  	
   

  	
  10/28/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8005

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  T00/04986A

  	
   

  	
  3/28/00

  	
   

  	
  T00/04986A

  	
   

  	
  3/28/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8006

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  T00/04988H

  	
   

  	
  3/28/00

  	
   

  	
  T00/04988H

  	
   

  	
  2/13/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Slovak
  Republic

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8236

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  POZ 1318-2000

  	
   

  	
  5/ 2/00

  	
   

  	
  196,141

  	
   

  	
  7/16/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  South
  Africa

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7764

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/02683

  	
   

  	
  2/21/00

  	
   

  	
  2000/02683

  	
   

  	
  7/11/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8134

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/04509

  	
   

  	
  3/14/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8135

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/04510

  	
   

  	
  3/14/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8136

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000/04511

  	
   

  	
  3/14/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  South
  Korea

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12078

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
  2004-78

  	
   

  	
  1/ 2/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2320

  	
   

  	
  LERNER

  	
   

  	
  112

  	
   

  	
  Lernco, Inc.

  	
   

  	
  86-734

  	
   

  	
  5/14/86

  	
   

  	
  7,100

  	
   

  	
  6/10/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2321

  	
   

  	
  LERNER

  	
   

  	
  45

  	
   

  	
  Lernco, Inc.

  	
   

  	
  86-8748

  	
   

  	
  5/14/86

  	
   

  	
  143,701

  	
   

  	
  7/30/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3567

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  112

  	
   

  	
  Lernco, Inc.

  	
   

  	
  93-2091

  	
   

  	
  4/20/93

  	
   

  	
  32,539

  	
   

  	
  7/29/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7975

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000-1324

  	
   

  	
  3/21/00

  	
   

  	
  5,471

  	
   

  	
  5/28/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


16

















 


	
  Country:

  	
   

  	
  Spain

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2312

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1,188,761

  	
   

  	
  4/ 7/87

  	
   

  	
  1,188,761

  	
   

  	
  10/ 2/89

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4431

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1,910,655

  	
   

  	
  6/27/94

  	
   

  	
  1,910,655

  	
   

  	
  3/ 5/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7991

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2,302,982

  	
   

  	
  3/24/00

  	
   

  	
  2,302,982

  	
   

  	
  2/ 5/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7995

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2,302,983

  	
   

  	
  3/24/00

  	
   

  	
  2,302,983

  	
   

  	
  2/ 5/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8124

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2,302,984

  	
   

  	
  3/24/00

  	
   

  	
  2,302,984

  	
   

  	
  4/20/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Sri
  Lanka

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2322

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  51,351

  	
   

  	
  5/14/86

  	
   

  	
  51,351

  	
   

  	
  3/19/92

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2323

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  51,353

  	
   

  	
  5/14/86

  	
   

  	
  51,353

  	
   

  	
  9/10/90

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8043

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  96,999

  	
   

  	
  3/23/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8044

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  96,998

  	
   

  	
  3/23/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8045

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  96,996

  	
   

  	
  3/23/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Sweden

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4468

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 35, 39

  	
   

  	
  Lernco, Inc.

  	
   

  	
  94-06793

  	
   

  	
  6/29/94

  	
   

  	
  302,523

  	
   

  	
  6/ 2/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8028

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  00-02356

  	
   

  	
  3/23/00

  	
   

  	
  348,299

  	
   

  	
  8/31/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Switzerland

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1326

  	
   

  	
  DAVID BENJAMIN

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  7/24/86

  	
   

  	
  347,694

  	
   

  	
  9/15/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2304

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/ 4/86

  	
   

  	
  348,915

  	
   

  	
  11/21/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3898

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35, 36, 39, 40, 41, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  5319-1993.9

  	
   

  	
  4/ 1/93

  	
   

  	
  409,696

  	
   

  	
  5/24/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8214

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  02987/2000

  	
   

  	
  3/14/00

  	
   

  	
  477,497

  	
   

  	
  10/26/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  644

  	
   

  	
  PREZZIA

  	
   

  	
  3, 14, 25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  2/ 3/87

  	
   

  	
  353,620

  	
   

  	
  7/14/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1358

  	
   

  	
  SAM & MAX

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  6/ 4/86

  	
   

  	
  346,978

  	
   

  	
  8/19/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1294

  	
   

  	
  TRANSACTION

  	
   

  	
  25

  	
   

  	
  Lerner Stores, Inc.

  	
   

  	
   

  	
   

  	
  6/ 4/86

  	
   

  	
  346,979

  	
   

  	
  8/19/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Taiwan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1285

  	
   

  	
  LERNER

  	
   

  	
  18

  	
   

  	
  Lernco, Inc.

  	
   

  	
  85053968

  	
   

  	
  10/23/96

  	
   

  	
  783,341

  	
   

  	
  11/ 1/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1753

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  85053969

  	
   

  	
  10/23/96

  	
   

  	
  774,403

  	
   

  	
  9/ 1/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2344

  	
   

  	
  LERNER

  	
   

  	
  5

  	
   

  	
  Lernco, Inc.

  	
   

  	
  78,021,889

  	
   

  	
   

  	
   

  	
  492,681

  	
   

  	
  8/ 1/90

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7883

  	
   

  	
  LERNER

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  89007339

  	
   

  	
  2/14/00

  	
   

  	
  942,268

  	
   

  	
  6/ 1/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5295

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  84065884

  	
   

  	
  12/30/95

  	
   

  	
  91,398

  	
   

  	
  6/ 1/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8115

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  89016393

  	
   

  	
  3/27/00

  	
   

  	
  991,763

  	
   

  	
  4/ 1/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


17

















 


	
  8116

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  89016385

  	
   

  	
  3/27/00

  	
   

  	
  150,290

  	
   

  	
  10/16/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8117

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  89016388

  	
   

  	
  3/27/00

  	
   

  	
  1,037,822

  	
   

  	
  3/16/03

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Tangier
  Zone

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2408

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  8/18/94

  	
   

  	
  9,947

  	
   

  	
  10/20/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Thailand

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2341

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  309,914

  	
   

  	
  6/13/86

  	
   

  	
  46,404

  	
   

  	
  12/30/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8111

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  415,518

  	
   

  	
  3/28/00

  	
   

  	
  148,214

  	
   

  	
  11/22/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Turkey

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2342

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  6/15/87

  	
   

  	
  100,004

  	
   

  	
  6/15/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  12104

  	
   

  	
  LERNER

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2004/01334

  	
   

  	
  1/21/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  12090

  	
   

  	
  NEW YORK & COMPANY

  	
   

  	
  25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2004/01330

  	
   

  	
  1/21/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Ukraine

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4491

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  94083022/T

  	
   

  	
  8/23/94

  	
   

  	
  12,102

  	
   

  	
  6/ 7/99

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8247

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000041478

  	
   

  	
  4/11/00

  	
   

  	
  26,696

  	
   

  	
  8/15/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  United
  Arab Emirates

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3964

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  8,902

  	
   

  	
  12/25/94

  	
   

  	
  8,166

  	
   

  	
  12/22/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3965

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  8,903

  	
   

  	
  12/25/94

  	
   

  	
  7,442

  	
   

  	
  12/22/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8501

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  36,973

  	
   

  	
  6/18/00

  	
   

  	
  28,862

  	
   

  	
  10/15/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8502

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  36,971

  	
   

  	
  6/18/00

  	
   

  	
  28,860

  	
   

  	
  10/15/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8503

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  36,972

  	
   

  	
  6/18/00

  	
   

  	
  28,861

  	
   

  	
  10/15/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  United
  Kingdom

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1812

  	
   

  	
  LERNER

  	
   

  	
  16

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2,025,502

  	
   

  	
  6/29/95

  	
   

  	
  2,025,502

  	
   

  	
  1/ 3/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


18

















 


	
  3913

  	
   

  	
  LERNER

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1,568,311

  	
   

  	
  10/31/94

  	
   

  	
  1,568,311

  	
   

  	
  2/16/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3914

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  1,568,723

  	
   

  	
  10/31/94

  	
   

  	
  1,568,723

  	
   

  	
  12/29/95

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7906

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2,225,577

  	
   

  	
  3/13/00

  	
   

  	
  2,225,577

  	
   

  	
  7/28/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7907

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2,225,601

  	
   

  	
  3/13/00

  	
   

  	
  2,225,601

  	
   

  	
  8/25/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  United
  States

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11541

  	
   

  	
  CITY CREPE

  	
   

  	
  25

  	
   

  	
  Lerner New York, Inc

  	
   

  	
  78/273,754

  	
   

  	
  7/14/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11544

  	
   

  	
  CITY SPA

  	
   

  	
  25

  	
   

  	
  Lerner New York, Inc

  	
   

  	
  78/273,779

  	
   

  	
  7/14/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  11365

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York, Inc

  	
   

  	
  76/502,113

  	
   

  	
  3/26/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  5122

  	
   

  	
  DRESS DUMMY DESIGN

  	
   

  	
  42

  	
   

  	
  Lerner New York, Inc

  	
   

  	
  705,733

  	
   

  	
  7/25/95

  	
   

  	
  2,077,972

  	
   

  	
  7/ 8/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2349

  	
   

  	
  LERNER

  	
   

  	
  14, 18, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  608,444

  	
   

  	
  7/ 8/86

  	
   

  	
  1,431,895

  	
   

  	
  3/10/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2350

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  156,600

  	
   

  	
  1/26/78

  	
   

  	
  1,122,084

  	
   

  	
  7/10/79

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  2756

  	
   

  	
  LERNER AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  193,271

  	
   

  	
  11/14/78

  	
   

  	
  1,133,390

  	
   

  	
  4/15/80

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  1539

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  703,353

  	
   

  	
  7/19/95

  	
   

  	
  1,987,113

  	
   

  	
  7/16/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  6206

  	
   

  	
  LERNER NEW YORK DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  474,151

  	
   

  	
  4/24/98

  	
   

  	
  2,260,860

  	
   

  	
  7/13/99

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  6203

  	
   

  	
  NEW YORK & COMPANY

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  75/648,424

  	
   

  	
  2/23/99

  	
   

  	
  2,507,567

  	
   

  	
  11/13/01

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  
	
  8337

  	
   

  	
  NEW YORK & COMPANY

  	
   

  	
  18, 25, 36

  	
   

  	
  Lernco, Inc.

  	
   

  	
  76/068,009

  	
   

  	
  6/12/00

  	
   

  	
  2,629,986

  	
   

  	
  10/ 8/02

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  
	
  11925

  	
   

  	
  NEW YORK & COMPANY

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  78/349,358

  	
   

  	
  1/ 8/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  
	
  11936

  	
   

  	
  NEW YORK & COMPANY

  	
   

  	
  9, 14, 18, 20, 25, 26

  	
   

  	
  Lernco, Inc.

  	
   

  	
  78/349,339

  	
   

  	
  1/ 8/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4996

  	
   

  	
  NEW YORK JEANS

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  74/641,983

  	
   

  	
  3/ 3/95

  	
   

  	
  2,714,767

  	
   

  	
  5/13/03

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  
	
  4088

  	
   

  	
  NEW YORK SPECS

  	
   

  	
  9

  	
   

  	
  Lernco, Inc.

  	
   

  	
  523,572

  	
   

  	
  5/11/94

  	
   

  	
  2,051,664

  	
   

  	
  4/ 8/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  6604

  	
   

  	
  NY & CO

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  75/646,556

  	
   

  	
  2/23/99

  	
   

  	
  2,460,184

  	
   

  	
  6/12/01

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  
	
  4442

  	
   

  	
  NY AND CO.

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  659,245

  	
   

  	
  4/11/95

  	
   

  	
  2,076,151

  	
   

  	
  7/ 1/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  6978

  	
   

  	
  NY JEANS NEW YORK &
  COMPANY

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  720,617

  	
   

  	
  6/ 3/99

  	
   

  	
  2,387,472

  	
   

  	
  9/19/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  9701

  	
   

  	
  NY JEANS NEW YORK &
  COMPANY

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  78/034,551

  	
   

  	
  11/ 9/00

  	
   

  	
  2,573,780

  	
   

  	
  5/28/02

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  
	
  5086

  	
   

  	
  STUDIO 10001 AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lerner New York, Inc

  	
   

  	
  659,246

  	
   

  	
  4/11/95

  	
   

  	
  2,086,278

  	
   

  	
  8/ 5/97

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


19

















 


	
  Country:

  	
   

  	
  Uruguay

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2351

  	
   

  	
  LERNER

  	
   

  	
  25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  5/20/86

  	
   

  	
  297,612

  	
   

  	
  10/13/87

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7956

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  321,188

  	
   

  	
  3/14/00

  	
   

  	
  321,188

  	
   

  	
  10/10/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Venezuela

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4352

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  7.935-94

  	
   

  	
  6/16/94

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  4353

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  7,936-94

  	
   

  	
  6/ 3/94

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8001

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000-001738

  	
   

  	
  2/ 7/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8002

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000-001739

  	
   

  	
  2/ 7/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8355

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
   

  	
   

  	
  Lernco, Inc.

  	
   

  	
  2000-001737

  	
   

  	
  2/ 7/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Vietnam

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11976

  	
   

  	
  CITY STRETCH

  	
   

  	
  25

  	
   

  	
  Lerner New York 450

  	
   

  	
  4-2004-00110

  	
   

  	
  1/ 5/04

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  3569

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  3, 14, 18, 25, 42

  	
   

  	
  Lernco, Inc.

  	
   

  	
  12,936

  	
   

  	
  4/24/93

  	
   

  	
  10,850

  	
   

  	
  1/24/94

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8645

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3, 25, 35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  45,632

  	
   

  	
  3/14/00

  	
   

  	
  37,733

  	
   

  	
  7/11/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Virgin
  Islands (US)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2761

  	
   

  	
  LERNER

  	
   

  	
  14, 18, 25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
  4/ 2/96

  	
   

  	
  6,379

  	
   

  	
  4/ 2/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7368

  	
   

  	
  LERNER

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6,783

  	
   

  	
  4/ 2/96

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  10732

  	
   

  	
  LERNER AND DESIGN

  	
   

  	
  42

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6,784

  	
   

  	
  3/17/86

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  10537

  	
   

  	
  NY AND CO.

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6,636

  	
   

  	
  7/24/00

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  West
  Bank

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7153

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  5,509

  	
   

  	
  8/30/97

  	
   

  	
  5,509

  	
   

  	
  9/11/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  7154

  	
   

  	
  LERNER NEW YORK

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  5,510

  	
   

  	
  8/30/97

  	
   

  	
  5,510

  	
   

  	
  9/11/01

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8723

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  8,056

  	
   

  	
  4/ 5/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8724

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  8,058

  	
   

  	
  4/ 5/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8725

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  8,057

  	
   

  	
  4/ 5/00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Country:

  	
   

  	
  Zimbabwe

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ID

  	
   

  	
  Mark

  	
   

  	
  Classes

  	
   

  	
  Owner

  	
   

  	
  App. #

  	
   

  	
  App. Dt

  	
   

  	
  Reg. #

  	
   

  	
  Reg. Dt

  	
   

  	
  Allow. Dt

  	
   

  	
  ITU

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7950

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  3

  	
   

  	
  Lernco, Inc.

  	
   

  	
  375/2000

  	
   

  	
  3/28/00

  	
   

  	
  375/2000

  	
   

  	
  10/ 7/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8206

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  35

  	
   

  	
  Lernco, Inc.

  	
   

  	
  377/2000

  	
   

  	
  3/28/00

  	
   

  	
  377/2000

  	
   

  	
  10/ 7/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  
	
  8207

  	
   

  	
  NY & CO AND DESIGN

  	
   

  	
  25

  	
   

  	
  Lernco, Inc.

  	
   

  	
  376/2000

  	
   

  	
  3/28/00

  	
   

  	
  376/2000

  	
   

  	
  10/ 7/02

  	
   

  	
   

  	
   

  	
  No

  	
   

  



 


20



















Schedule 1.60(a)


 


EBITDA Adjustments


 


 


Adjustment to EBITDA:


 


Plus:       One-time
expenses incurred in connection with the closing of this Agreement and the
transactions contemplated to occur on the Closing Date and the consummation of
the Bond Debt financing and the transactions contemplated to occur in
connection therewith, in an amount not to exceed $9,000,000 in the aggregate


 


Plus:       Non-cash
compensation expenses, including, but not limited to, those arising from or
relating to the issuance of stock, restricted stock, options to purchase stock,
stock appreciation rights (i.e., phantom stock) and deferred
compensation to officers, employees and directors of the Borrowers and Obligors


 


Plus:       Without
duplication, amortization of intangibles


 


Plus:       Any
other non-cash charges, non-cash expenses, non-cash losses or non-cash
restructuring charges of the Borrower or any of its Subsidiaries for such
period


 


Plus:       Employee
compensation incurred prior to the Closing Date in connection with the
transactions contemplated hereby.


 

















 


Schedule 1.60(b)


 


Monthly
Consolidated EBITDA


 


	
  February
  2003

  	
   

  	
  $

  	
  2,356,709

  	
   

  
	
  March
  2003

  	
   

  	
  $

  	
  9,554,761

  	
   

  
	
  April
  2003

  	
   

  	
  $

  	
  3,456,751

  	
   

  
	
  May
  2003

  	
   

  	
  $

  	
  11,328,747

  	
   

  
	
  June
  2003

  	
   

  	
  $

  	
  5,568,705

  	
   

  
	
  July
  2003

  	
   

  	
  $

  	
  (13,108,454

  	
  )

  
	
  August
  2003

  	
   

  	
  $

  	
  9,636,452

  	
   

  
	
  September
  2003

  	
   

  	
  $

  	
  14,325,857

  	
   

  
	
  October
  2003

  	
   

  	
  $

  	
  (5,048,153

  	
  )

  
	
  November
  2003

  	
   

  	
  $

  	
  12,449,593

  	
   

  
	
  December
  2003

  	
   

  	
  $

  	
  44,756,704

  	
   

  
	
  January
  2004

  	
   

  	
  $

  	
  (18,282,538

  	
  )

  



 


 


For illustration purposes only, EBITDA calculated in
accordance with this Schedule 1.60(b) for the last twelve month period ending
January 2004 would be $76,995,134.  For
clarification purposes, the monthly EBITDA amounts set forth above shall not be
subject to further adjustments according to Schedule 1.60(a).


 

















 


Schedule 1.67


 


Locations of Inventory


 


	
  1.

  	
   

  	
  450 West 33rd Street

  
	
   

  	
   

  	
  New York, NY  10001

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Three Limited Parkway

  
	
   

  	
   

  	
  Columbus, OH  43216

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  466-472 53rd Street,
  Brooklyn, NY (owned property)

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  See attached lease
  summaries for store listings.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Sublease Agreement,
  dated December 1, 2002 between Wilmington Trust Sp Services, Inc. and Lernco,
  Inc.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Premises described in
  First Amendment dated October 31, 2003 to the Lease Agreement, dated as of
  January 1, 2003, between Nevada Receivable Factoring, Inc. and Smith &
  Francis. (144 sq. ft. - term of 24 months - expires on December 31, 2004)

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Premises described in
  First Amendment dated October 31, 2003 to the Lease Agreement, dated January
  1, 2003, between Lerner New York Holding, Inc. and Smith & Francis (144
  sq. ft. - term of 24 months - expires on December 31, 2004).

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Premises described in
  First Amendment dated October 31, 2003 to the Lease Agreement, dated May 1,
  2001, between Lerner New York Holding, Inc. and Smith & Francis (192 sq.
  ft. - term of 30 years - expires on April 30, 2031).

  



 

















 


Schedule 1.83


 


Fiscal Year-End; First Quarter End; Second Quarter End


Third Quarter End and Fourth Quarter End


 


	
   

  	
   

  	
  Fiscal Year

  	
   

  
	
   

  	
   

  	
  2002

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  	
  2005

  	
   

  
	
  Monthly Closing Dates:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  February

  	
   

  	
   

  	
   

  	
  March 1, 2003

  	
   

  	
  February 28,
  2004

  	
   

  	
  February 26,
  2005

  	
   

  
	
  March

  	
   

  	
   

  	
   

  	
  April 5, 2003

  	
   

  	
  April 3, 2004

  	
   

  	
  April 2, 2005

  	
   

  
	
  April

  	
   

  	
   

  	
   

  	
  May 3, 2003

  	
   

  	
  May 1, 2004

  	
   

  	
  April 30, 2005

  	
   

  
	
  May

  	
   

  	
   

  	
   

  	
  May 31, 2003

  	
   

  	
  May 29, 2004

  	
   

  	
  May 28, 2005

  	
   

  
	
  June

  	
   

  	
   

  	
   

  	
  July 5, 2003

  	
   

  	
  July 3, 2004

  	
   

  	
  July 2, 2005

  	
   

  
	
  July

  	
   

  	
   

  	
   

  	
  August 2, 2003

  	
   

  	
  July 31, 2004

  	
   

  	
  July 30, 2005

  	
   

  
	
  August

  	
   

  	
   

  	
   

  	
  August 30, 2003

  	
   

  	
  August 28, 2004

  	
   

  	
  August 27, 2005

  	
   

  
	
  September

  	
   

  	
   

  	
   

  	
  October 4, 2003

  	
   

  	
  October 2, 2004

  	
   

  	
  October 1, 2005

  	
   

  
	
  October

  	
   

  	
   

  	
   

  	
  November 1, 2003

  	
   

  	
  October 30, 2004

  	
   

  	
  October 29, 2005

  	
   

  
	
  November

  	
   

  	
  November 30,
  2002

  	
   

  	
  November 29,
  2003

  	
   

  	
  November 27,
  2004

  	
   

  	
  November 26,
  2005

  	
   

  
	
  December

  	
   

  	
  December 4, 2002

  	
   

  	
  January 3, 2004

  	
   

  	
  January 1, 2005

  	
   

  	
  December 31,
  2005

  	
   

  
	
  January

  	
   

  	
  February 1, 2003

  	
   

  	
  January 31, 2004

  	
   

  	
  January 29, 2005

  	
   

  	
  January 28, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Quarterly Closing Dates:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Q1

  	
   

  	
   

  	
   

  	
  May 3, 2003

  	
   

  	
  May 1, 2004

  	
   

  	
  April 30, 2005

  	
   

  
	
  Q2

  	
   

  	
   

  	
   

  	
  August 2, 2003

  	
   

  	
  July 31, 2004

  	
   

  	
  July 30, 2005

  	
   

  
	
  Q3

  	
   

  	
   

  	
   

  	
  November 1, 2003

  	
   

  	
  October 30, 2004

  	
   

  	
  October 29, 2005

  	
   

  
	
  Q4

  	
   

  	
  February 1, 2003

  	
   

  	
  January 31, 2004

  	
   

  	
  January 29, 2005

  	
   

  	
  January 28, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Closing Dates:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fiscal
  2002

  	
   

  	
  February 1, 2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIscal
  2003

  	
   

  	
   

  	
   

  	
  January 31, 2004

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FIscal
  2004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  January 29, 2005

  	
   

  	
   

  	
   

  
	
  FIscal
  2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  January 28, 2006

  	
   

  



 

















 


SCHEDULE 1.206


 


Commitments


 


	
  Lender:

  	
   

  	
  Revolving
  Loan

  Commitment:

  	
   

  	
  Term Loan

  Commitment

  	
   

  	
  Lender’s
  Total

  Commitment

  	
   

  
	
  Congress
  Financial Corporation

  	
   

  	
  $

  	
  37,500,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  37,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The CIT Group/Business
  Credit, Inc.

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LaSalle Retail
  Finance, a division of LaSalle Business Credit, Inc., as agent for Standard
  Federal Bank, National Association

  	
   

  	
  $

  	
  22,500,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ableco Finance
  LLC

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  75,000,000

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Commitments:

  	
   

  	
  $

  	
  90,000,000

  	
   

  	
  $

  	
  75,000,000

  	
   

  	
  $

  	
  165,000,000

  	
   

  



 

















 


Schedule 5.2(b)


 


Chattel Paper and Instruments


 


None.


 

















 


Schedule 5.2(e)


 


Investment Property


 


1. Lerner New York, Inc. Citifunds Investment Cash
Reserve - Class S (money market account).


 

















 


Schedule 5.2(f)


 


Letters of Credit, Etc. of Borrower


 


None.


 

















 


Schedule 5.2(g)


 


Commercial Tort Claims


 


None.


 

















 


Schedule 8.8


 


Environmental Compliance


 


None.


 

















 


Schedule 8.9(c)


 


ERISA Affiliates Transactions


 


None.


 

















 


Schedule 8.13


 


Collective Bargaining Agreements


 


1.                                       Collective
Bargaining Agreement between Local 1102 RWDSU UFCW AFL-CIO and Lerner Stores,
Inc. (New York City Metropolitan Area, Maryland, Pennsylvania and Upstate New
York).  The Agreement is effective from
September 1, 2002 to August 31, 2005.


 


2.                                       Collective
Bargaining Agreement, dated January 15, 2001, between Lerner New York, Inc. and
International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America, UAW-AFL-CIO, and its Local Union 2179.  The Agreement is effective from January 15,
2001 to January 14, 2004.  Under
renegotiation for a three year contract.


 


3.                                       Agreement,
dated February 6, 2003, by and between Lerner New York, Inc. and the New
England Joint Board, affiliated with the Retail, Wholesale and Department Store
Union/UFCW, AFL-CIO, CLC.  The Agreement
is effective from February 6, 2003 through February 5, 2006.


 

















 


Schedule 8.15


 


Material Contracts


 


1.                                         Private
Label Credit Card Program Agreement, dated August 29, 2002, between Lerner New
York, Inc., Nevada Receivable Factoring, Inc. and World Financial Network
National Bank.


 


2.                                       Transition
Services Agreement, dated as of November 27, 2002, by and between Lerner New
York Holdings, Inc. and Limited Brands, Inc.


 


3.             Information Technology:


 


a)              Master Services Agreement, dated April 8,
2003 between Infocrossing, Inc. and NY & Co. Group, Inc.


 


b)             Database Service Agreement, dated September
1, 2003 between ADS Alliance Data Systems, Inc. and NY & Co. Group, Inc.


 

















 


Schedule 8.16


 


Credit Card Agreements


 


1.                                       Merchant
Services Bankcard Agreement, dated September 11, 2002, between Limited Brands,
Inc., Lerner New York, Inc. (as a Customer listed in Attachment I), JP Morgan
Chase Bank and Chase Merchant Services L.L.C.


 


2.                                       American
Express Service Agreement by and among American Express Travel Related
Services, Inc., The Limited, Inc. and its subsidiaries.


 


3.                                       Merchant
Services Agreement, dated June 21, 1991, between Lerner New York, Inc. and
Discover Card Services, Inc.


 


4.                                       Private
Label Credit Card Program Agreement, dated August 29, 2002, between Lerner New
York, Inc., Nevada Receivable Factoring, Inc. and World Financial Network
National Bank.


 

















 


Schedule 9.9(h)


 


Permitted Intercompany Indebtedness


 


1.                                       Promissory
Note in favor of Nevada Receivable Factoring, Inc. in the principal amount of
$11,025,000 (such Note to be cancelled in the event of consolidation).


 


2.                                       Promissory
Note in favor of Lernco, Inc. in the principal amount of $5,063,959.


 


3.                                       Any
indebtedness created or outstanding pursuant to any Acquisition Document as in
effect on November 27, 2004.


 


4.                                       Covenant
Agreement.


 

















 


Schedule 9.10


 


Permitted Loans


 


 


Incidental travel and
relocation expenses to employees.


 

















 


Schedule 9.11(f)


 


Permitted Uses of Certain Permitted Dividends


 


	
  1.

  	
   

  	
  Professional Audit
  & Consulting Fees

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Insurance Consulting

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Legal Fees and
  Settlements

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Real
  Estate/Construction Consulting

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Benefits Consulting

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Public Relations

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  General Insurance,
  Liability, Auto, Worker’s Compensation

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Transition Services
  Agreement -  Real Estate

  
	
   

  	
   

  	
  -  Tax

  
	
   

  	
   

  	
  -  Treasury

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Head Office Rent

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Management Bonus and
  payments

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Other reasonable ordinary
  course compensation to officers, directors and employees

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Internal Processing
  Fees