Exhibit 10.7
 
 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
BANK OF AMERICA, N.A. As Lender
And
AEROPOSTALE, INC. The Borrower
November 13, 2007




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Article 1 TABLE OF CONTENTS  Definitions: -1-
Article 2   The Revolving Credit: -23-
2-1. Establishment of Revolving Credit -23-
2-2. Intentionally Omitted -23-
2-3. Intentionally Omitted -23-
2-4. Risks of Value of Collateral -23-
2-5. Loan Requests -23-
2-6. Making of Loans Under Revolving Credit -25-
2-7. The Loan Account -26-
2-8. The Revolving Credit Notes -27-
2-9. Payment of The Loan Account -27-
2-10. Interest Rates -28-
2-11. Additional Fees -28-
2-12. Intentionally Omitted -29-
2-13. Line (Unused Fee) -29-
2-14. Intentionally Omitted -29-
2-15. Concerning Fees -29-
2-16. Lenders Discretion -29-
2-17.. Procedures For Issuance of L/Cs -29-
2-18 Fees For L/Cs -30-
2-19. Cash Collateralization of L/Cs -31-
2-20. Concerning L/Cs -31-
2-21. Changed Circumstances -33-
2-22. Increased Costs -34-
2-23. Lenders Commitments -35-
Article 3   Conditions Precedent: -36-
3-2. Corporate Due Diligence -36-
3-3. Opinion -36-
3-4. Additional Documents -36-
3-5. Officers Certificates -36-
3-6. Representations and Warranties -37-
3-7. Borrowing Base Certificate -37-
3-8. All Fees and Expenses Paid -37-
3-9. Financial Projections -37-
3-10. Borrowers Assets -37-
3-11. Lien Search -37-
3-12. Perfection of Collateral -37-
3-13. Insurance -37-
3-14. No Suspension Event -38-
3-15. No Adverse Change -38-
3-16. Execution and Delivery of Agreement -38-




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Article 4   General Representations, Covenants and -38-
Warranties: ,
4-1. Payment and Performance of Liabilities , -38-
4-2. Due Organization  Corporate Authorization  No -38-
Conflicts
4-3. Trade Names -39-
4-4. Intellectual Property -39-
4-5. Locations -40-
4-6. Title to Assets -41-
4-7. Indebtedness , -42-
4-8. Insurance Policies -43-
4-9. Licenses , -43-
4-10. Leases , -44-
4-11. Requirements of Law -44-
4-12. Maintain Properties -44-
4-13. Pay Taxes/Tax Shelter Regulations -45-
4-14. No Margin Stock -46-
4-15. ERISA -46-
4-16. Hazardous Materials -46-
4-17. Litigation -47-
4-18. Dividends or Investments -47-
4-19. Loans -48-
4-20. Protection of Assets -48-
4-21. Line of Business -48-
4-22. Affiliate Transactions -49-
4-23. Additional Assurances -49-
4-24. Adequacy of Disclosure -50-
4-25. Investments -50-
4-26. Prepayments of Indebtedness -50-
4-27. Other Covenants -51-
Article 5   Financial Reporting and Performance Covenants: -51-
5-1. Maintain Records -51-
5-2. Access to Records -51-
5-3. Prompt Notice to Lender -52-
5-4. Intentionally Omitted -53-
5-5. Borrowing Base Certificates -53-
5-6. Monthly Reports -53-
5-7. Quarterly Reports -53-
5-8. Annual Reports -54-
5-9. Intentionally Omitted -54-
5-10. Inventories, Appraisals, and Audits -54-
5-11. Additional Financial Information -56-
5-12. Intentionally Omitted -56-
Article 6   Use and Collection of Collateral: -56-
6-1. Use of Inventory Collateral -56-
6-2. Adjustments and Allowances -57-




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6-3. Validity of Accounts -57-
6-4. Notification to Account Debtors -57-
Article 7   Cash Management. Payment of Liabilities: -58-
7-1. Depository Accounts -58-
7-2. Credit Card Receipts -58-
7-3. The Concentration, Blocked, and Operating Accounts -59-
7-4. Proceeds and Collection of Accounts -59-
7-5. Payment of Liabilities -60-
7-6. The Operating Account -61-
Article 8   Grant of Security Interest: -61-
8-1. Grant of Security Interest -61-
8-2. Extent and Duration of Security Interest -62-
Article 9   Lender As Borrowers Attorney-In-Fact: -63-
9-1. Appointment as Attorney-In-Fact -63-
9-2. No Obligation to Act -63-
Article 10   Events of Default: -64-
10-1. Failure to Pay Revolving Credit , -64-
10-2. Failure To Make Other Payments , -64-
10-3. Failure to Perform Covenant or Liability (No Grace -64-
Period)
10-4. Failure to Perform Covenant or Liability (Limited -64-
Grace Period)
10-5. Failure to Perform Covenant or Liability (Grace Period) -64-
10-6. Misrepresentation -65-
10-7. Default of Other Debt -65-
10-8. Default of Leases -65-
10-9. Uninsured Casualty Loss -65-
10-10. Judgment. Restraint of Business -65-
10-11. Business Failure -65-
10-12. Bankruptcy -66-
10-13. Indictment  Forfeiture -66-
10-14. Default by Guarantor or Subsidiary -66-
10-15. Termination of Guaranty -66-
10-16. Challenge to Loan Documents -66-
10-17. Intentionally Omitted -66-
10-18. Change in Control -67-
Article 11   Rights and Remedies Upon Default: -67-
11-1. Rights of Enforcement -67-
11-2. Sale of Collateral -67-
11-3. Occupation of Business Location -68-
11-4. Grant of Nonexclusive License -69-
11-5. Assembly of Collateral -69-
11-6. Rights and Remedies -69-




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Article 12  Notices: -69-
12-1. Notice Addresses -69-
12-2. Notice Given -70-
Article 13  Term; -71-
13-1. Termination of Revolving Credit -71-
13-2. Effect of Termination -71-
Article 14  General: -71-
14-1. Protection of Collateral -71-
14-2. Successors and Assigns -72-
14-3. Severability -72-
14-4. Amendments. Course of Dealing -72-
14-5. Power of Attorney -72-
14-6. Application of Proceeds -73-
14-7. Costs and Expenses of Lender -73-
14-8. Copies and Facsimiles -73-
14-9. Massachusetts Law -73-
14-10. Consent to Jurisdiction -74-
14-11. Indemnification -74-
14-12. Rules of Construction -75-
14-13. Intent -76-
14-14. Right of Set-Off. -77-
14-15. Maximum Interest Rate -77-
14-16. Waivers -77-
14-17. Confidentiality -78-
14-18. Press Releases -79-
14-19. No Advisory or Fiduciary Responsibility -79-
14-20. USA PATRIOT Act Notice -80-
14-21. Existing Loan Agreement Amended and Restated -80-




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EXHIBITS
2-8 : Revolving Credit Note
4-2 : Related Entities
4-3 : Trade Names
4-5 : Locations, Leases, and Landlords
4-6 : Encumbrances
4-7 : Indebtedness
4-8 : Insurance Policies
4-10 : Capital Leases
4-13 : Taxes
4-17 : Litigation
4-22 : : Permitted Management Fees and Other Affiliated Transactions
4-23 : : Excluded Assets
5-5 : : Form of Borrowing Base Certificate
6-3 : : Bonds and Deposits
7-1 : DDAs
7-2 : Credit Card Arrangements




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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
November 13, 2007
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Agreement) is made
between
Bank of America, N.A. (the Lender), a national banking association with offices at 100
Federal Street, Boston, Massachusetts 02110
and
Aeropostale, Inc., (hereinafter, the Borrower), a Delaware corporation with its principal
executive offices at 1372 Broadway, New York, New York 10020
in consideration of the mutual covenants contained herein and benefits to be derived herefrom,
WITNESSETH:
WHEREAS, Aeropostale, Inc., f/k/a MSS-Delaware, Inc. entered into an Amended and Restated Loan
and Security Agreement dated as of October 7, 2003 with Fleet Retail Finance Inc, as agent for the
lenders party thereto and such lenders (as amended and in effect, the Existing Loan Agreement);
and
WHEREAS, Fleet Retail Finance, Inc. has assigned all of its right, title and interest under
the Existing Loan Agreement to Bank of America, N.A.;
WHEREAS, Aeropostale, Inc., is the successor in interest by merger to MSS-Delaware, Inc. and
WHEREAS, the Borrower desires to amend and restate the Existing Loan Agreement in order (a) to
increase the amount of the Loan Ceiling (as hereinafter defined) to $150,000,000, and (b) to make
certain other amendments to the terms and conditions of the Existing Loan Agreement; and
NOW, THEREFORE, the parties hereto agree that the Existing Loan Agreement shall be amended and
restated in its entirety to read as follows:
Article 1  Definitions:
As herein used, the following terms have the following meanings or are defined in the section
of this Agreement so indicated:
Acceptable Blank Stock Inventory: Inventory of the Loan Parties which consists of blank t-shirts
and other items of apparel which are in the possession of third Persons for processing, which
Inventory otherwise would be deemed Acceptable




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Inventory and as to which the Lender has received an agreement from such processor in form and
substance reasonably acceptable to the Lender.
Acceptable L/C Inventory: Inventory which is the subject of a Documentary L/C in favor of a
foreign manufacturer or vendor of such Inventory, which Inventory is to be manufactured for,
or delivered to, the Loan Parties and will become Acceptable In-Transit Inventory within
seventy-five (75) days after the date of issuance of the Documentary L/C.
Acceptable In-Transit Inventory: Inventory-in-transit to a Loan Party, title to which has passed
to the Loan Party which Inventory has been placed with a carrier (f.o.b.) for shipment to the
Loan Parties , and which Inventory is scheduled to be received within fifty (50) days at a
Loan Partys distribution center, as to which Inventory the Lender has a perfected security
interest which is prior and superior to all security interests, claims, and all Encumbrances
other than Permitted Encumbrances (it being understood, however, that the Lender will not
require possession of the Documents of Title or any foreign filings to be deemed perfected);
provided that such Inventory shall be deemed to be Acceptable In-Transit Inventory
only if the Lender has received an agreement (to the extent relevant to such Inventory) with
(i) each sourcing agent under any of the Loan Partys sourcing agreements, and (ii) each Loan
Partys custom brokers, each satisfactory in form and substance to the Lender. Notwithstanding
the foregoing, the Lender, periodically (but in no event in months other than July through
October of any year), may, in its reasonable discretion, include Inventory which otherwise
satisfies the requirements of this definition but for the fact that title has not yet passed
to a Loan Party as Acceptable In-Transit Inventory, but only if the Lender has received
written confirmation from the applicable sourcing agent that title to such Inventory will pass
to a Loan Party upon receipt of payment of a sum certain and the Borrower has requested the
Lender to make, and has Availability for, a Revolving Credit Loan to pay such sourcing agent
in such amount.
Acceptable Inventory: Such of the Loan Parties Inventory, at such locations, and of such types,
character, qualities and quantities, as the Lender in its sole discretion from time to time
determines to be acceptable for borrowing, including, without limitation, Acceptable
In-Transit Inventory and Acceptable L/C Inventory (but excluding Acceptable Blank Stock
Inventory), as to which Inventory, the Lender has a perfected security interest which is prior
and superior to all security interests, claims, and all Encumbrances other than Permitted
Encumbrances. Without limiting the generality of the foregoing, Acceptable Inventory shall in
no event include Inventory that is not salable, non-merchandise categories (such as labels,
bags and packaging), Inventory not located in the United States (other than Acceptable
In-Transit Inventory and Acceptable L/C Inventory), samples, damaged goods, return-to-vendor
merchandise, and packaway Inventory.
Accounts and Accounts Receivable include, without limitation, accounts as defined in the UCC,
and also all: accounts, accounts receivable, credit card receivables, notes, drafts,
acceptances, and other forms of obligations and
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receivables and rights to payment for credit extended and for goods sold or leased, or services
rendered, whether or not yet earned by performance; all contract rights as formerly defined in
the UCC; all Inventory which gave rise thereto, and all rights associated with such Inventory,
including the right of stoppage in transit; and all reclaimed, returned, rejected or repossessed
Inventory (if any) the sale of which gave rise to any Account.
ACH: Automated clearing house.
Account Debtor: Has the meaning given that term in the UCC and includes all credit card
processors of the Borrower.
Adjusted Eurodollar Rate: With respect to any Eurodollar Loan for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of one percent)
equal to (a) the Eurodollar Rate for such Interest Period multipliedby (b) the Statutory
Reserve Rate.
AGC: Aero GC Management LLC, a Virginia Limited Liability Company with
an address of 112 West 34th Street., New York, New York 10120, a single member managed LLC, where
Borrower is the sole member.
Aeropostale Canada: Aeropostale Canada, Inc., an Ontario Canada corporation with a United States
address of 112 West 34th Street., New York, New York 10120, a wholly owned Subsidiary of the
Borrower.
Affiliate: With respect to any two Persons, a relationship in which (a) one holds,
directly or indirectly, not less than twenty-five percent (25%) of the capital stock, beneficial
interests, partnership interests, or other equity interests of the other; or (b) one has, directly
or indirectly, the right, under ordinary circumstances, to vote for the election of a majority of
the directors (or other body or Person who has those powers customarily vested in a board of
directors of a corporation); or (c) not less than twenty- five percent (25%) of their respective
ownership is directly or indirectly held by the same third Person.
Aggregate Outstandings: At any time of determination, the sum of (a) the Revolving Credit Loans
outstanding, plus (b) the Stated Amount of L/Cs outstanding.
Applicable Margin: Shall mean the following percentages based upon the following performance
criteria:
Level            Average Outstandings            Eurodollar Loans Margin            Prime Rate Margin            Line (Unused) Fee
Less than $50,000,000 0.75% 0% 0.125%




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II            i Greater than or | equal to 1.00% 0% 0.125% |
$50,000,000 and less than J___
$100,000,000
III            Greater than or equal to 1.25% 0% 0.15%
$100,000,000
The Applicable Margin shall be adjusted quarterly as of the first day of each February, May,
August, and November, commencing February 1, 2008, based upon the Borrowers Average Outstandings
calculated for the most recent quarter then ended. Upon the occurrence of an Event of Default, at
the option of the Lender, interest shall be determined in the manner set forth in Section 2-10(f).
Appraised Value: The net appraised liquidation value of the Loan Parties Inventory as set forth
in the Loan Parties stock ledger (expressed as a percentage of the Cost of such Inventory),
each as reasonably determined from time to time by the Lender in accordance with its customary
procedures and based upon the most recent appraisal conducted hereunder by an independent
appraiser reasonably satisfactory to the Lender.
Availability: The lesser of the Loan Ceiling or the Borrowing Base;
Minus
(I) The then unpaid principal balance of the Loan Account. Minus
(II) The then Stated Amount of all L/Cs. Minus
(III) Unreimbursed L/C Obligations.
Average Outstandings: For any three month period, the sum of (a) the average Revolving Credit
Loans outstanding during such period, plus (b) the average Stated Amount of L/Cs outstanding
during such period.
AWI: Aeropostale West, Inc., a Delaware corporation with an address of 201
Willowbrook Blvd., Wayne, New Jersey 07470, a wholly owned Subsidiary of the Borrower.
Bank Products: Any services or facilities provided to a Loan Party by the Lender or any of its
Affiliates (but excluding Cash Management Services), including without limitation, on account
of leasing, swap and other hedging contracts.
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Bank Product Reserves: Such reserves as the Lender from time to time determine in its discretion
as being appropriate to reflect the liabilities and obligations of the Loan Parties with respect to
Bank Products then provided or outstanding.
Bankruptcy Code: Title 11, U.S.C., as amended from time to time.
Base Rate Loan: Each Revolving Credit Loan while bearing interest at the Prime Rate.
Blocked Account: Is defined in Section 7-3.
Borrower: Is defined in the Preamble.
Borrowing Base: The amounts calculated to the following formulae, as applicable:
(a) If the outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs is less
than or equal to $75,000,000 in the aggregate, the result of the following:
(i) 95% of the book value (as determined in accordance with GAAP) of Acceptable Inventory,
plus
(ii) 85% of the face amount of Eligible Credit Card Receivable;
minus
(iii) Reserves.
(b) If the outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs is greater
than $75,000,000 in the aggregate, the result of the following:
(i) 85% of the most recent Appraised Value of Acceptable Inventory multiplied by the Cost of
Acceptable Inventory,
plus
(ii) 85% of the face amount of Eligible Credit Card Receivable; minus
(iii) Reserves. Borrowing Base Certificate: Is defined in Section 5-5.
Business Day: Any day other than (a) a Saturday or Sunday; (b) any day on
which banks in Boston, Massachusetts or New York, New York, generally are not open to the general
public for the purpose of conducting commercial banking
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business; or (c) a day on which the Lender is not open to the general public to conduct business,
and, if such day relates to any Eurodollar Loan, means any such day on which dealings in dollar
deposits are conducted by and between banks in the London interbank market.
Business Plan: The Borrowers then current business plan and any revision,
amendment, or update of such business plan to which the Lender has provided its written sign-off.
Capital Expenditures: The expenditure of funds or the incurrence of liabilities which are
capitalized in accordance with GAAP, provided that for purposes of this Agreement,
capital expenditures funded by the proceeds from the incurrence of Indebtedness permitted
hereunder, by the proceeds received from the sale of assets permitted pursuant to §4-12(d)
hereof, by casualty insurance proceeds or condemnation proceeds shall, to the extent of such
proceeds, not be deemed Capital Expenditures.
Capital Lease: Any lease which is capitalized in accordance with GAAP.
Cash Dominion Event: Either (i) the occurrence and continuance of any Event of Default, or (ii)
the failure of the Borrowers to maintain Availability in an amount greater than 15% of the
then Borrowing Base. For purposes of this Agreement, the occurrence of a Cash Dominion Event
shall be deemed continuing (i) so long as such Event of Default has not been waived, and/or
(ii) if the Cash Dominion Event arises as a result of the Borrowers failure to achieve
Availability as required hereunder, until Availability has exceeded 15% of the then Borrowing
Base for 30 consecutive Business Days, in which case a Cash Dominion Event shall no longer be
deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event
shall be deemed continuing (even if an Event of Default is no longer continuing and/or
Availability exceeds the required amount for 30 consecutive Business Days) at all times after
a Cash Dominion Event has occurred and been discontinued on two (2) occasion(s) during any
calendar year.
Cash Equivalents shall mean, as to any Person, (i) securities issued or directly and
fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support thereof) having
maturities of not more than twelve (12) months from the date of acquisition by such Person, (ii)
time deposits and certificates of deposit of any commercial bank incorporated in the United States
of recognized standing having capital and surplus in excess of $100,000,000 with maturities of not
more than twelve (12) months from the date of acquisition by such Person, (iii) repurchase
obligations with a term of not more than seven (7) days for underlying securities of the types
described in clause (i) above, provided that there shall be no restriction on the
maturities of such underlying securities pursuant to this clause (iii) entered into with a bank
meeting the qualifications specified in clause (ii) above, (iv) commercial paper issued by the
parent corporation of any
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commercial bank (provided that the parent corporation and the bank are both incorporated in
the United States) of recognized standing having capital and surplus in excess of $500,000,000 and
commercial paper issued by any Person incorporated in the United States rated at least A-l or the
equivalent thereof by Standard & Poors Ratings Group or at least P-l or the equivalent thereof by
Moodys Investors Service, Inc. and in each case maturing not more than twelve (12) months after
the date of acquisition by such Person, and (v) investments in money market funds substantially all
of whose assets are comprised of securities of the types described in clauses (i) through (v)
above.
Cash Management Reserves : Such reserves as the Lender, from time to time, determines in its
discretion as being appropriate to reflect the reasonably anticipated liabilities and
obligations of the Loan Parties with respect to Cash Management Services then provided or
outstanding.
Cash Management Services: Any one or more of the following types or
services or facilities provided to a Loan Party by the Lender or any of its Affiliates: (a)
automated clearinghouse transactions, (b) cash management services, including, without limitation,
controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer
services, (c) foreign exchange facilities, (d) credit or debit cards, and (e) merchant card
services.
Change in Control: The occurrence of any of the following:
(a) The acquisition, by any group of persons (within the meaning of the Securities Exchange
Act of 1934, as amended) or by any Person, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission) of 30% or more of the issued and outstanding
capital stock of the Borrower (on a fully diluted basis) having the right, under ordinary
circumstances, to vote for the election of directors of the Borrower.
(b) Persons (Continuing Directors) who (i) were directors of the Borrower on the first day
of any period consisting of twelve (12) consecutive calendar months (the first of which twelve (12)
month periods commencing with the first day of the month during which this Agreement was executed),
or (ii) subsequently became directors of the Borrower and whose initial election or initial
nomination for election subsequent to that date was approved by a majority of the Continuing
Directors then on the board of directors of the Borrower cease, for any reason other than death or
disability or replacement (in the ordinary course of business and not as a result of any change in
the equity ownership of the Borrower), to constitute a majority of the directors of the Borrower.
Chattel Paper: Has the meaning given that term in the UCC. Collateral: Is defined in Section
8-1.
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Commercial Tort Claim: Has the meaning given that term in the UCC.
Commitment: Subject to the provisions of Section 2-23, as of the Second Amendment Effective Date,
as follows:
LENDER DOLLAR COMMITMENT COMMITMENT PERCENTAGE
Bank of America, N.A. [ $150,000,000.00 | 100%
Commitment Percentage: As provided in the Definition of Commitment, above. Concentration
Account: Is defined in Section 7-3.
Consolidated: With reference to any term defined herein, shall mean that term as applied to the
accounts of the Borrower and its Subsidiaries, consolidated in accordance with GAAP.
Cost: The lower of
(a) the calculated cost of purchases, as determined from invoices received by the Borrower,
the Borrowers purchase journal or stock ledger, based upon the Borrowers accounting practices,
known to the Lender, which practices are in effect on the date on which this Agreement was
executed; or
(b) the cost equivalent of the lowest ticketed or promoted price at which the subject
inventory is offered to the public, after all mark- downs (whether or not such price is then
reflected on the Borrowers accounting system), which cost equivalent is determined in accordance
with the retail method of accounting, reflecting the Borrowers historic business practices.
Cost does not include inventory capitalization costs or other non-purchase price charges (such as
freight) used in the Borrowers calculatibn of cost of goods sold.
Cost Factor: The result of 1 minus the Borrowers thencumulative markup
percent derived from the Borrowers purchase journal on a rolling 12-month basis.
Costs of Collection: Includes, without limitation, all reasonable attorneys fees
and reasonable out-of-pocket expenses incurred by the Lenders attorneys, and all reasonable costs
incurred by the Lender in the administration of the Liabilities and/or the Loan Documents,
including, without limitation, reasonable costs and expenses associated with travel on behalf of
the Lender, Which costs and expenses are directly or indirectly related to or in respect of the
Lenders: administration and management of the Liabilities (other than customary bverhead
expenses); negotiation, documentation, and amendment of any Loan Document; or efforts to
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preserve, protect, collect, or enforce the Collateral, the Liabilities, and/or the Lenders Rights
and Remedies and/or any of the Lenders rights and remedies against or in respect of any guarantor
or other person liable in respect of the Liabilities (whether or not suit is instituted in
connection with such efforts). The Costs of Collection are Liabilities, and at the Lenders option
may bear interest at the highest post-default rate which the Lender may charge the Borrower
hereunder as if such had been lent, advanced, and credited by the Lender to, or for the benefit of,
the Borrower. Notwithstanding the foregoing, the entitlement of any Lender to Costs of Collection
is limited to the extent provided in §14-7 hereof.
DDA: Any checking or other demand daily depository account maintained by a
Loan Party.
Default Interest Event: The occurrence of any of the following:
(a) The acceleration of the time for payment of the Liabilities upon the occurrence of an
Event of Default.
(b) The occurrence of any Event of Default under Sections 10- 1, 10-2, 10-11, or 10-12 hereof.
(c) The failure of the Borrower to comply with the provisions of Section 5-5(which failure
continues for five Business Days), or Sections 5-6 or 5-7(which failures continue for fifteen (15)
Business Days), or Article 7.
Deposit Account: Has the meaning given that term in the UCC. Documents:Has the meaning given
that term in the UCC. Documents of Title: Has the meaning given that term in the UCC.
Dollar Commitment: As provided in the Definition of Commitment, above.
Eligible Credit Card Receivables: As of any date of determination, Accounts
due to a Loan Party from VISA, MasterCard, American Express, Diners Club, Discovercard, and other
major credit card processors reasonably acceptable to the Lender, in its reasonable discretion, as
arise in the ordinary course of business, and which have been earned by performance and are deemed
by the Lender in its discretion to be eligible for inclusion in the calculation of the Borrowing
Base. None of the following shall be deemed to be Eligible Credit Card Receivables:
(a) Accounts that have been outstanding for more than five (5) Business Days from the date of
sale;
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(b) Accounts with respect to which a Loan Party does not have good, valid and marketable title
thereto, free and clear of any Lien (other than Liens granted to the Lender);
(c) Accounts that are not subject to a first priority security interest in favor of the
Lender;
(d) Accounts which are disputed, are with recourse, or with respect to which a claim,
counterclaim, offset or chargeback has been asserted by the related credit card processor (but only
to the extent of such dispute, counterclaim, offset or chargeback);
(e) Accounts as to which the credit card processor has the right under certain circumstances
to require a Loan Party to repurchase the Accounts from such credit card processor;
(f) Accounts arising from the use of a private label credit card of a Loan Party; or
(g) Accounts (other than VISA, Master Card, American Express, Diners Club and Discovercard)
which the Lender determines in its reasonable commercial discretion acting in good faith to be
unlikely to be collected.
Employee Benefit Plan: As defined in Section 3(2) of ERISA. Encumbrance: Each of the following:
(a) Any security interest, mortgage, pledge, hypothecation, lien, attachment, or charge of any
kind (including any agreement to give any of the foregoing); the interest of a lessor under a
Capital Lease; conditional sale or other title retention agreement; sale (to the extent of
recourse) of accounts receivable or chattel paper; or other arrangement pursuant to which any
Person is entitled to any preference or priority with respect to the property or assets of another
Person or the income or profits of such other Person or which constitutes an interest in property
to secure an obligation; each of the foregoing whether consensual or non-consensual and whether
arising by way of agreement, operation of law, legal process or otherwise.
(b) The filing of any financing statement under the UCC or comparable law of any jurisdiction.
End Date: The date upon which both (a) all Liabilities (other than indemnities, not then due and
payable, which survive repayment of the Revolving Credit Loans and L/Cs and termination of the
Commitments) have been paid in full and (b) all obligations of any Lender to make loans and
advances and to provide other financial accommodations to the Borrower hereunder shall have
been irrevocably terminated.
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Environmental Laws: All of the following:
(a) Any and all federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees or requirements which regulate or relate to, or impose any standard of
conduct or liability on account of or in respect to environmental protection matters, including,
without limitation, Hazardous Materials, as are now or hereafter in effect.
(b) The common law relating to damage to Persons or property from Hazardous Materials.
Equipment: Includes, without limitation, equipment as defined in the UCC, and also all motor
vehicles, rolling stock, machinery, office equipment, plant equipment, tools, dies, molds,
store fixtures, furniture, and other goods, property, and assets which are used and/or were
purchased for use in the operation or furtherance of the Borrowers business, and any and all
accessions or additions thereto, and substitutions therefor.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliate: Any Person which is under common control with the Borrower
within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and
which would be treated as a single employer under Section 414 of the Internal Revenue Code of 1986,
as amended.
Eurodollar Business Day: Any day which is both a Business Day and a day on which the principal
Eurodollar market in which Bank of America, N.A. participates is open for dealings in United
States Dollar deposits.
Eurodollar Loan: Any Revolving Credit Loan which bears interest at the Adjusted Eurodollar Rate.
Eurodollar Rate: For any Interest Period with respect to a Eurodollar Loan, (a) the rate per annum
equal to the rate determined by the Lender to be the offered rate that appears on the page of
the Telerate screen (or any successor thereto) that displays an average British Bankers
Association Interest Settlement Rate for deposits in dollars (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period, determined as of
approximately 11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, or (b) if the rate referenced in the preceding clause (a) does not appear on
such page or service or such page or service shall not be available, the rate per annum equal
to the rate determined by the Lender to be the offered rate on such other page or other
service that displays an average British Bankers Association Interest Settlement Rate for
deposits in dollars (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, or (c) if the rates
referenced in the preceding clauses (a) and (b) are not available, the rate per annum
determined by the Lender as the
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rate of interest at which deposits in dollars for delivery on the first day of such
Interest Period in same day funds in the approximate amount of the Eurodollar
Loan being made, continued or converted by Bank of America, N.A. and with a
term equivalent to such Interest Period would be offered by Bank of Americas
London Branch to major banks in the London interbank eurodollar market at their
request at approximately 4:00 p.m. (London time) two Business Days prior to the
first day of such Interest Period.
Events of Default: Is defined in Article 10.
Existing Loan Agreement: Has the meaning set forth in the Recitals hereto.
Federal Funds Effective Rate: For any day, the rate per annum equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New
York on the Business Day next succeeding such day; provided that (a) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions
on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if
no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on
such day on such transactions.
Fee Letter: The letter agreement, dated November 13, 2007, between the Borrower and the Lender
with respect to certain fees payable to the Lender in connection with this Agreement..
Fixtures: Has the meaning given that term in the UCC.
GAAP: Principles which are consistent with those promulgated or adopted by the Financial
Accounting Standards Board and its predecessors (or successors) in effect and applicable to
that accounting period in respect of which reference to GAAP is being made, provided, however,
in the event of a Material Accounting Change, then unless otherwise specifically agreed to by
the Lender, the Borrower shall include, with its monthly, quarterly, and annual financial
statements a schedule, certified by the Borrowers chief financial officer, on which the
effect
of such Material Accounting Change to the statement with which provided shall be described.
General Intangibles: Includes, without limitation, general intangibles as
defined in the UCC; and also all: rights to payment for credit extended; deposits; amounts due to a
Loan Party; credit memoranda in favor of a Loan Party; warranty claims; tax refunds and abatements;
insurance refunds and premium rebates; all means and vehicles of investment or hedging, including,
without limitation, options, warrants, and futures contracts; records; customer lists; telephone
numbers; goodwill; causes of action; judgments; payments under any
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settlement or other agreement; literary rights; rights to performance; royalties; license and/or
franchise fees; rights of admission; licenses; franchises; license agreements, including all rights
of a Loan Party to enforce same; permits, certificates of convenience and necessity, and similar
rights granted by any governmental authority; patents, patent applications, patents pending, and
other intellectual property; internet addresses and domain names; developmental ideas and concepts;
proprietary processes; blueprints, drawings, designs, diagrams, plans, reports, and charts;
catalogs; manuals; technical data; computer software programs (including the source and object
codes therefor), computer records, computer software, rights of access to computer record service
bureaus, service bureau computer contracts, and computer data; tapes, disks, semi-conductors chips
and printouts; trade secrets rights, copyrights, mask work rights and interests, and derivative
works and interests; user, technical reference, and other manuals and materials; trade names,
trademarks, service marks, and all goodwill relating thereto; applications for registration of the
foregoing; and all other general intangible property of the Loan Parties in the nature of
intellectual property; proposals; cost estimates, and reproductions on paper, or otherwise, of any
and all concepts or ideas, and any matter related to, or connected with, the design, development,
manufacture, sale, marketing, leasing, or use of any or all property produced, sold or leased, by a
Loan Party or credit extended or services performed, by a Loan Party, whether intended for an
individual customer or the general business of a Loan Party, or used or useful in connection with
research by a Loan Party.
Goods: Has the meaning given that term in the UCC.
Guarantor and Guarantors: means individually and collectively AWI, JimmyZ, AGC and any other
subsidiary of the Borrower which executes and delivers a Guarantor Agreement.
Guarantor Agreement: Each instrument and document executed by a Guarantor of the Liabilities to
evidence or secure the Guarantors guaranty thereof.
Hazardous Materials: Any (a) hazardous materials, hazardous waste, hazardous or toxic substances,
petroleum products, which (as to any of the foregoing) are defined or regulated as a hazardous
material in or under any Environmental Law and (b) oil in any physical state.
Indebtedness: All indebtedness and obligations of or assumed by any Person on account of or in
respect to any of the following:
(a) In respect of money borrowed (including any indebtedness which is non-recourse to the
credit of such Person but which is secured by an Encumbrance on any asset of such Person) whether
or not evidenced by a promissory note, bond, debenture or other written obligation to pay money.
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(b) In connection with any letter of credit or acceptance transaction (including, without
limitation, the face amount of all letters of credit and acceptances issued for the account of such
Person or reimbursement on account of which such Person would be obligated).
(c) In connection with the sale or discount of accounts receivable or chattel paper of such
Person other than the sale of retail Accounts to credit card processors.
(d) On account of deposits or advances.
(e) As lessee under Capital Leases.
(f) On account of net obligations under any swap or hedging contract.
(g) With respect to obligations to purchase, redeem, retire, defease or otherwise make any
payment in respect of any equity interest in such Person or any other Person, or any warrant, right
or option to acquire such equity interest, valued, in the case of a redeemable preferred interest,
at the greater of its voluntary or involuntary liquidation preference plusaccrued and
unpaid dividends.
Indebtedness also includes:
(x) Indebtedness of others secured by an Encumbrance on any asset of such Person, whether or
not such Indebtedness is assumed by such Person.
(y) Any guaranty, endorsement, suretyship or other undertaking pursuant to which that Person
may be liable on account of any Indebtedness of any third party, other than endorsements of
negotiable instruments for collection in the ordinary course of business.
(z) The Indebtedness of a partnership or joint venture in which such Person is a general
partner or joint venturer to the extent that the holder of such Indebtedness has recourse to such
Person.
Indemnified Claim: Is defined in Section 14-11. Indemnified Person: Is defined in Section
14-11. Instruments: Has the meaning given that term in the UCC.
Interest Payment Date: With reference to:
Each Eurodollar Loan: The last day of the Interest Period relating thereto and, in addition,
if such Eurodollar Loan has an Interest Period of
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greater than three months, the last day of the third month of such Interest Period; the Termination
Date; and the End Date.
Each Base Rate Loan: the first day of each month; the Termination Date; and the End Date.
Interest Period: (a) With respect to each Eurodollar Loan: Subject to
Subsection (c), below, the period commencing on the date of the making or continuation of, or
conversion to, the subject Eurodollar Loan and ending one, two, three or six months thereafter, as
the Borrower may elect by notice (pursuant to Section 2-5(a)) to the Lender.
(b) With respect to each Base Rate Loan: Subject to Subsection (c), below, the period
commencing on the date of the making or continuation of or conversion to such Base Rate Loan and
ending on that date (i) as of which the subject Base Rate Loan is converted to a Eurodollar Loan,
as the Borrower may elect by notice (pursuant to Section 2-5(a)) to the Lender, or (ii) on which
the subject Base Rate Loan is paid by the Borrower.
(c) The setting of Interest Periods is in all instances subject to the following:
(i) Any Interest Period for a Base Rate Loan which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding Business Day.
(ii) Any Interest Period for a Eurodollar Loan which would otherwise end on a day that is not
a Business Day shall be extended to the next succeeding Business Day, unless that succeeding
Business Day is in the next calendar month, in which event such Interest Period shall end on the
last Business Day of the month during which the Interest Period ends.
(iii) Subject to Subsection (iv), below, any Interest Period applicable to a Eurodollar Loan,
which Interest Period begins on a day for which there is no numerically corresponding day in the
calendar month during which such Interest Period ends, shall end on the last Business Day of the
month during which that Interest Period ends.
(iv) Any Interest Period which would otherwise end after the Termination Date shall end on the
Termination Date.
(v) The number of Interest Periods in effect at any one time is subject to Section 2-10(d)
hereof.
Inventory: Includes, without limitation, inventory as defined in the UCC and also all:
packaging, advertising, and shipping materials related to any of the foregoing, and all names
or marks affixed or to be affixed thereto for identifying or selling the same; Goods held for
sale or lease or furnished or to be furnished
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under a contract or contracts of sale or service by the Borrower, or used or consumed or to be used
or consumed in the Borrowers business; Goods of said description in transit: returned, repossessed
and rejected Goods of said description; and all documents (whether or not negotiable) which
represent any of the foregoing.
Investment Property: Has the meaning given that term in the UCC.
ISP: With respect to any L/C, the International Standby Practices 1998 published by
the Institute of International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance).
Issuer: Bank of America, N.A.
JimmyZ: JimmyZ Surf Co., Inc., a Delaware corporation with an address of 112
West 34th Street, New York, New York 10120, a wholly owned Subsidiary of the Borrower.
L/C: Any letter of credit, the issuance of which is procured by the Lender for the
account of the Borrower and any bankers acceptance made on account of such letter of credit.
Lease: Any lease or other agreement, no matter how styled or structured, pursuant
to which the Borrower is entitled to the use or occupancy of any space.
Lender: Defined in the Preamble to this Agreement. Lenders Rights and Remedies: Is defined in
Section 11-6.
Letter of Credit Rights: Has the meaning given that term in the UCC and also shall refer to any
right to payment or performance under a letter of credit, whether or not the beneficiary has
demanded or at the time is entitled to demand payment or performance.
Liabilities (in the singular, Liability): Includes, without limitation, all and each of the
following, whether now existing or hereafter arising:
(a) Any and all direct and indirect liabilities, debts, and obligations of the Borrower to the
Lender, each of every kind, nature, and description under the Loan Documents.
(b) Each obligation to repay any loan, advance, indebtedness, note, obligation, overdraft, or
amount now or hereafter owing by the Borrower to the Lender under the Loan Documents (including all
future advances whether or not made pursuant to a commitment by the Lender), whether or not any of
such are liquidated, unliquidated, primary, secondary, secured, unsecured, direct, indirect,
absolute, contingent, or of any other type, nature, or description, or by reason of any cause of
action
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which the Lender may hold against the Borrower under the Loan Documents.
(c) All notes and other obligations of the Borrower now or hereafter assigned to or held by
the Lender with respect to the Loan Documents, each of every kind, nature, and description.
(d) All interest, fees, and charges and other amounts which may be charged by the Lender to
the Borrower under the Loan Documents and/or which may be due from the Borrower to the Lender under
the Loan Documents from time to time.
(e) All costs and expenses incurred or paid by the Lender in respect of any of the Loan
Documents (including, without limitation, Costs of Collection, reasonable attorneys fees, and all
court and litigation costs and expenses).
(f) Any and all covenants of the Borrower to or with the Lender and any and all obligations of
the Borrower to act or to refrain from acting in accordance with under Loan Documents.
(f) All obligations on account of Bank Products and Cash Management Services.
(g) Each of the foregoing as if each reference to the Lender  therein were to each Affiliate
of the Lender.
Line (Unused) Fee:Is defined in Section 2-13.
Liquidity Requirement: With respect to any acquisition or payment, (i) no Suspension Event or
Event of Default then exists or would arise from the consummation of the specified transaction
and the making of any payments with respect thereto, (ii) the Borrower has furnished the
Lender with a pro forma balance sheet, income statement and cash flow statement (including,
without limitation, a projection of Availability) for the subsequent 12 month period, after
giving effect to the consummation of the specified transaction and the making of any payments
with respect thereto; and (iii) the Lender is reasonably satisfied that Availability, after
giving effect to such specified transaction and the making of any payments with respect
thereto, will be at least equal to 20% of the Borrowing Base for the 12 months following such
specified transaction and the making of such payments; and (iv) the Lender is reasonably
satisfied that, after giving effect to such specified transaction and the making of any
payments with respect thereto, the Borrower will be solvent.
Loan Account: Is defined in Section 2-7. Loan Ceiling: $150,000,000.00.
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Loan Documents: This Agreement, each instrument and document executed and/or delivered as
contemplated by Article 3, below, and each other instrument or document from time to time executed
and/or delivered in connection with the arrangements contemplated hereby or in connection with any
transaction which arises out of any depository, letter of credit, interest rate protection, foreign
exchange or other hedging agreement, or equipment leasing services provided by the Lender or any
Affiliate of the Lender, as each may be amended from time to time.
Loan Party or Loan Parties: individually and collectively the Borrower and each Guarantor.
Material Accounting Change: Any change in GAAP applicable to accounting
periods subsequent to the Borrowers fiscal year most recently completed prior to the execution of
this Agreement, which change has a material effect on the Borrowers financial condition or
operating results, as reflected on financial statements and reports prepared by or for the
Borrower, when compared with such condition or results as if such change had not taken place.
Material Adverse Effect: A material adverse effect upon (i) the Loan Parties
business, properties, operations or financial affairs, taken as a whole, or (ii) the Collateral,
taken as a whole, or (iii) the ability of the Loan Parties to perform their respective obligations
under this Agreement and the other Loan Documents, taken as a whole, or (iv) the validity,
enforceability, perfection or priority of this Agreement or the other Loan Documents or of the
rights and remedies of the Lender under any Loan Document, taken as a whole.
Maturity Date: November 13, 2012. Operating Account: Is defined in Section 7-3.
Participant:Is defined in Section 14-14, hereof.
Payment Intangibles: Has the meaning given that term in the UCC and shall also refer to any
General Intangible under which the Account Debtors primary obligation is a monetary
obligation.
Permitted Acquisition: The investment in, the purchase of stock of, or the purchase
of all or a substantial part of the assets or properties of any Person, or the entering into of any
transaction, merger (with the Borrower as the surviving entity), consolidation or exchange of
securities with any Person, in which each of the following conditions are satisfied:
(a) The type of business of such Person is generally the same type of business (or is included
in the types of business) in which the Borrower is engaged or a business reasonably related
thereto.
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(b) Immediately after giving effect to the transaction, the Liquidity Requirement is
satisfied.
(c) Prior to and immediately after giving effect to the transaction, no Suspension Event
exists or will arise.
(d) The aggregate consideration (exclusive of the value of any common equity of the Borrower
issued or delivered in connection with such transaction) however classified, whether cash, property
or assumption of Indebtedness, in connection with all such transactions shall not exceed
$100,000,000.00 in any fiscal year.
(e) All action required to be undertaken pursuant to Section 4- 18(f) by any Subsidiary
created in connection with such transaction has been completed to the reasonable satisfaction of
the Lender.
Permitted Encumbrances: Those Encumbrances permitted as provided in
Section 4-6(a) hereof.
Person: Any natural person, and any corporation, limited liability company, trust, partnership,
joint venture, or other enterprise or entity.
Prime Rate: For any day, the higher of: (a) the variable annual rate of interest
then most recently announced by Bank of America, N.A. at its head office in Charlotte, North
Carolina as its Prime Rate; and (b) the Federal Funds Effective Rate in effect on such day plus
of 1% (0.50%) per annum. The Prime Rate is a reference rate and does not necessarily represent the
lowest or best rate being charged to any customer. If for any reason the Lender shall have
determined (which determination shall be conclusive absent manifest error) that it is unable to
ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of
the Lender to obtain sufficient quotations thereof in accordance with the terms hereof, the Prime
Rate shall be determined without regard to clause (b) of the first sentence of this definition,
until the circumstances giving rise to such inability no longer exist. Any change in the Prime Rate
due to a change in Bank of Americas Prime Rate or the Federal Funds Effective Rate shall be
effective on the effective date of such change in Bank of Americas Prime Rate or the Federal Funds
Effective Rate, respectively.
Proceeds: Includes, without limitation, Proceeds as defined in the UCC (defined below), and
each type of property described in Section 8-1 hereof.
Receipts: All cash, cash equivalents, checks, and credit card slips and receipts as arise out of
the sale of the Collateral.
Receivables Collateral: That portion of the Collateral which consists of the Loan Parties
Accounts, Accounts Receivable, General Intangibles for the payment of money, Chattel Paper,
Instruments, Investment Property, letters of credit for the
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benefit of a Loan Party, and bankers acceptances held by a Loan Party, and any rights to payment.
Related Entity: (a) Any corporation, limited liability company, trust,
partnership, joint venture, or other enterprise which: is a parent, brother-sister, Subsidiary, or
Affiliate, of the Borrower; could have such enterprises tax returns or financial statements
consolidated with the Borrowers; could be a member of the same controlled group of corporations
(within the meaning of Section 1563(a)(l), (2) and (3) of the Internal Revenue Code of 1986, as
amended from time to time) of which the Borrower is a member; controls or is controlled by the
Borrower or by any Affiliate of the Borrower.
(b) Any Affiliate. Requirement of Law: As to any Person:
(a) (i) All statutes, rules, regulations, orders, or other requirements having the force of
law and (ii) all court orders and injunctions, arbitrators decisions, and/or similar rulings, in
each instance ((i) and (ii)) of or by any federal, state, municipal, and other governmental
authority, or court, tribunal, governmental panel, or other governmental body which has
jurisdiction over such Person, or any property of such Person.
(b) That Persons charter, certificate of incorporation, articles of organization, and/or
other organizational documents, as applicable; and
(c) that Persons by-laws and/or other instruments which deal with corporate or similar
governance, as applicable.
Reserves: Without duplication of any other reserves or items that are otherwise addressed or
excluded either through eligibility criteria or in the most recent appraisal conducted
hereunder by an independent appraiser reasonably satisfactory to the Lender, such reserves as
the Lender from time to time determines in its reasonable discretion exercised in good faith
as being necessary or appropriate (a) to reflect the impediments to the Lenders ability to
realize upon the Collateral, (b) to reflect costs, expenses and other amounts that the Lender
may incur or be required to pay to realize upon the Collateral, including, without limitation,
on account of rent, customs and duties and Permitted Encumbrances, (c) to reflect changes in
the determination of the saleability, at retail, of Acceptable Inventory, (d) to reflect such
other factors as negatively affect the market value of the Acceptable Inventory, (e) on
account of gift cards, gift certificates, merchandise credits and customer deposits, (f) Cash
Management Reserves, and (g) Bank Product Reserves.
Responsible Officer: means the chief executive officer, chief operating officer, president, chief
financial officer, general counsel, chief accounting officer, treasurer, controller, vice
president of finance of a Loan Party or any of the other individuals designated in writing to
the Lender by an existing Responsible Officer
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of a Loan Party as an authorized signatory of any certificate or other document to be delivered
hereunder. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party
shall be conclusively presumed to have been authorized by all necessary corporate, partnership
and/or other action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.
Revolving Credit: Is defined in Section 2-1. Revolving Credit Note: Is defined in Section 2-8.
Revolving Credit Loan: A term of convenience which refers to so much of the
unpaid principal balance of the Loan Account as bears the same rate of interest for the same
Interest Period.
Second Amendment Effective Date: The date upon which the conditions precedent set forth in
Article 3 hereof have been satisfied or waived and this Agreement has become effective.
Secured L/Cs: L/Cs which have been secured in the manner provided pursuant to Section 2-19
hereof.
Seller: Federated Specialty Stores, Inc., an Ohio corporation.
Statutory Reserve Rate: A fraction (expressed as a decimal), the numerator of which is the number
one and the denominator of which is the number one minus the aggregate of the maximum reserve
percentages (including any marginal, special, emergency or supplemental reserves) expressed as
a decimal established by the Federal Reserve Board to which the Lender is subject with respect
to the Adjusted Eurodollar Rate, for Eurocurrency funding (currently referred to as
Eurocurrency Liabilities in Regulation D of the Federal Reserve Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall
be deemed to constitute Eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be available from
time to time to the Lender under such Regulation D or any comparable regulation. The Statutory
Reserve Rate shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.
Stated Amount: The maximum amount for which an L/C may be honored.
Subordinated Indebtedness: Indebtedness the payment of principal and interest of which is
expressly subordinated in right of payment to the Liabilities, in such form and on such terms
(which may include the payment of current interest until the occurrence, and during the
continuance, of a Suspension Event) as are reasonably acceptable to the Lender.
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Subsidiary: As to any Person, any corporation, association, partnership, limited
liability company, joint venture or other business entity of which at least fifty percent (50%) or
more of the ordinary voting power (or equivalent interests) for the election of a majority of the
board of directors (or other equivalent governing body) of such entity is held or controlled by
such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more
Subsidiaries of such Person; or which is otherwise controlled by such Person, or by one or more
Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person through
the exercise of voting power or otherwise.
Supporting Obligation: Has the meaning given that term in the UCC and shall also
refer to a Letter of Credit Right or secondary obligation that supports the payment or performance
of an Account, Chattel Paper, a Document, a General Intangible, an Instrument or Investment
Property.
Suspension Event: Any occurrence, circumstance, or state of facts which (a) is an
Event of Default, which is continuing; or (b) would become an Event of Default if any requisite
notice were given and/or any requisite period of time were to run and such occurrence,
circumstance, or state of facts were not absolutely cured within any applicable grace period.
Termination Date: The earliest of (a) the Maturity Date; or (b) the occurrence of any event
described in Section 10-12 hereof; or (c) date set by notice by the Lender to the Borrower,
which notice sets the Termination Date on account of the occurrence of any Event of Default
other than as described in Section 10-12 hereof.
Trust Deposit Accounts: Depository accounts established by the Loan Parties the proceeds of which
are to be utilized solely for the payment of sales taxes, ad valorem taxes, withholding taxes
and other similar taxes, and other depository accounts established by the Loan Parties for
which such Loan Party is a trustee or other fiduciary for any other Persons.
UCC: The Uniform Commercial Code as presently in effect in Massachusetts,
provided, however, that if a term is defined in Article 9 of the Uniform Commercial
Code differently than in another Article thereof, the term shall have the meaning set forth in
Article 9; provided further that, if by reason of mandatory provisions of law, perfection,
or the effect of perfection or non-perfection, of a security interest in any Collateral or the
availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than Massachusetts, Uniform Commercial Code means the Uniform Commercial Code
as in effect in such other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection or availability of such remedy, as the case
may be.
Unreimbursed L/C Obligations: The then unpaid reimbursement obligations in
respect of L/Cs which have been drawn, but which have not been repaid either by
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an advance under the Revolving Credit in accordance with the provisions of Section 2-17(e) hereof
or otherwise.
Article 2  The Revolving Credit:
2-1. Establishment of Revolving Credit.
(a) The Lender hereby establishes a revolving line of credit (the Revolving Credit) in the
Borrowers favor pursuant to which the Lender, subject to, and in accordance with, this Agreement,
shall make loans and advances and otherwise provide financial accommodations to and for the account
of the Borrower as provided herein, up to the maximum amount of the Lenders Dollar Commitment;
provided that the outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs shall
not at any time in the aggregate exceed the lesser of (A) the Loan Ceiling, or (B) the Borrowing
Base.
(b) The proceeds of borrowings under the Revolving Credit shall be used solely for working
capital and general corporate purposes of the Borrower, including, without limitation, the
repurchase of the Borrowers capital stock, and for its Capital Expenditures, all solely to the
extent permitted by this Agreement.
2-2. Intentionally Omitted.2-3. Intentionally Omitted.
2-4. Risks of Value of Collateral. The Lenders reference to a given asset in
connection with the making of loans, credits, and advances and the providing of financial
accommodations under the Revolving Credit and/or the monitoring of compliance with the provisions
hereof shall not be deemed a determination by the Lender relative to the actual value of the asset
in question. All risks concerning the collectability of the Borrowers Accounts and the saleability
of the Borrowers Inventory are and remain upon the Borrower. All Collateral secures the prompt,
punctual, and faithful performance of the Liabilities whether or not relied upon by the Lender in
connection with the making of loans, credits, and advances and the providing of financial
accommodations under the Revolving Credit.
2-5. oan Requests.
(a) Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit
duly and timely requested by the Borrower shall be made pursuant hereto, provided that:
(i) Availability will not be exceeded;
(ii) If Aggregate Outstandings exceed $75,000,000, no loans, advances or other financial
accommodations shall be made if as a result thereof the Aggregate Outstandings would exceed
$100,000,000 until such time as the Lender has completed, and received the results of a commercial
finance audit and inventory appraisal in accordance with the provisions of Section 5-10 hereof.
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(iii) The Revolving Credit has not been suspended as provided in Section 2-5(h).
(b) Requests for loans and advances under the Revolving Credit may be requested by the
Borrower in such manner as may from time to time be reasonably acceptable to the Lender.
(c) Subject to the provisions of this Agreement, the Borrower may request a Revolving Credit
Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan
by giving the Lender notice no later than the following:
(i) If such Revolving Credit Loan is or is to be converted to a Base Rate Loan: By 1:00 PM on
the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted.
Base Rate Loans requested by the Borrower, other than those resulting from the conversion of a
Eurodollar Loan, shall not be less than $10,000.00 (or the then Availability if less than
$10,000.00).
(ii) If such Revolving Credit Loan is, or is to be continued as, or converted to, a Eurodollar
Loan: By 1:00 PM two (2) Eurodollar Business Days before the end of the then applicable Interest
Period. Eurodollar Loans and conversions to Eurodollar Loans shall each be not less than
1,000,000.00 and in increments of $1,000,000.00 in excess of such minimum.
(iii) Any Eurodollar Loan which matures while a Suspension Event is extant shall be converted,
at the option of the Lender to a Base Rate Loan notwithstanding any notice from the Borrower that
such Loan is to be continued as a Eurodollar Loan.
(d) Any request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan
which is made after the applicable deadline therefor, as set forth above, shall be deemed to have
been made at the opening of business on the then next Business Day or Eurodollar Business Day, as
applicable. Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit
Loan shall be made in such manner as may from time to time be reasonably acceptable to the Lender
(e) The Borrower may request that the Lender cause the issuance of L/Cs for the account of
the Borrower as provided in Section 2-17.
(f) The Lender may rely on any request for a loan or advance, or other financial accommodation
under the Revolving Credit which the Lender, in good faith, reasonably believes to have been made
by a Person duly authorized to act on behalf of the Borrower and may decline to make any such
requested loan or advance, or issuance, or to provide any such financial accommodation pending the
Lenders being furnished with such documentation concerning that Persons authority to act as may
be reasonably satisfactory to the Lender.
(g) A request by the Borrower for loan or advance, or other financial
accommodation under the Revolving Credit shall be irrevocable and shall constitute certification by
the Borrower that as of the date of such request, each of the following is true and correct:
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(i) There has been no material adverse change in the Borrowers financial condition from the
most recent financial information furnished to the Lender pursuant to this Agreement.
(ii) All or a portion of any loan or advance so requested will be set aside by the Borrower to
cover all of the Borrowers obligations for sales tax on account of sales since the then most
recent borrowing pursuant to the Revolving Credit.
(iii) Each representation which is made herein or in any of the Loan Documents (defined below)
is then true and complete in all material respects as of and as if made on the date of such request
(other than those which are as of a specific date, in which case such representation was true and
complete in all material respects as of such date).
(iv) No Suspension Event is then extant.
(h) Upon the occurrence, and during the continuance, from time to time of any Suspension
Event:
(i) The Lender may suspend the Revolving Credit immediately.
(ii) The Lender shall not be obligated, during such suspension, to make any loans or advance,
or to provide any financial accommodation hereunder or to seek the issuance of any L/C.
(iii) The Lender may suspend the right of the Borrower to request any Eurodollar Loan or to
convert any Base Rate Loan to a Eurodollar Loan.
2-6. Making of Loans Under Revolving Credit.
(a) A loan or advance under the Revolving Credit shall be made by the transfer of the proceeds
of such loan or advance to the Operating Account or as otherwise instructed by the Borrower.
(b) A loan or advance shall be deemed to have been made under the Revolving Credit (and the
Borrower shall be indebted to the Lender for the amount thereof immediately) at the following:
(i) The Lenders initiation of the transfer of the proceeds of such loan or advance in
accordance with the Borrowers instructions (if such loan or advance is of funds requested by the
Borrower).
(ii) The charging of the amount of such loan to the Loan Account (in all other circumstances).
(c) There shall not be any recourse to or liability of the Lender, on account of:
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(i) Any delay in the making of any loan or advance requested under the Revolving Credit unless
due to the Lenders gross negligence or willful misconduct.
(ii) Any delay in the proceeds of any such loan or advance constituting collected funds.
(iii) Any delay in the receipt, and/or any loss, of funds which constitute a loan or advance
under the Revolving Credit, the wire transfer of which was properly initiated by the Lender in
accordance with wire instructions provided to the Lender by the Borrower.
2-7. The Loan Account.
(a) An account (Loan Account) shall be opened on the books of the Lender. A record may be
kept in the Loan Account of all loans made under or pursuant to this Agreement and of all payments
thereon.
(b) The Lender may also keep a record (either in the Loan Account or elsewhere, as the Lender
may from time to time elect) of all interest, fees, service charges, costs, expenses, and other
debits owed the Lender on account of the Liabilities and of all credits against such amounts so
owed.
(c) All credits against the Liabilities shall be conditional upon final payment to the Lender
of the items giving rise to such credits. The amount of any item credited against the Liabilities
which is charged back against the Lender for any reason or is not so paid shall be a Liability and
shall be added to the Loan Account, whether or not the item so charged back or not so paid is
returned.
(d) Except as otherwise provided herein, all fees, service charges, costs, and expenses for
which the Borrower is obligated hereunder are payable on demand.
(e) The Lender, without the request of the Borrower, may advance under the Revolving Credit
any interest, fee, service charge, or other payment to which the Lender is entitled from the
Borrower pursuant hereto and may charge the same to the Loan Account notwithstanding that such
amount so advanced may result in Availabilitys being exceeded. Such action on the part of the
Lender shall not constitute a waiver of the Lenders rights and Borrowers obligations under
Section 2-9(b). Any amount which is added to the principal balance of the Loan Account as provided
in this Section 2-7(e) shall bear interest, subject to Section 2-10(f), at the Prime Rate.
(f) Absent manifest error, any statement rendered by the Lender to the Borrower concerning the
Liabilities shall be considered correct and accepted by the Borrower and shall be conclusively
binding upon the Borrower unless the Borrower provides the Lender with written objection thereto
within sixty (60) days from the receipt of such statement, which written objection shall indicate,
with particularity, the reason for such objection. The Loan Account and the Lenders books and
records concerning the loan arrangement contemplated herein and the Liabilities shall be prima
facie evidence and proof of the items described therein.
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2-8. The Revolving Credit Notes. The obligation to repay loans and advances under the
Revolving Credit, with interest as provided herein, shall be evidenced by a promissory note (a
Revolving Credit Note) in the form of EXHIBIT 2-8, annexed hereto, executed by the Borrower.
Neither the original nor a copy of the Revolving Credit Note shall be required, however, to
establish or prove any Liability. In the event that the Revolving Credit Note is ever lost,
mutilated, or destroyed, upon receipt of an indemnification with respect to the lost Revolving
Credit Note from the Lender in form and substance reasonably satisfactory to the Borrower and the
Lender, the Borrower shall execute a replacement thereof and deliver such replacement to the
Lender.
2-9. Payment of The Loan Account.
(a) The Borrower may repay all or any portion of the principal balance of the Loan Account
from time to time until the Termination Date. Such payments shall be applied first to Base Rate
Loans and only then to Eurodollar Loans.
(b) The Borrower, without notice or demand from the Lender, shall pay the Lender that amount,
from time to time, which is necessary so that the unpaid balance of the Loan Account does not
exceed Availability. Such payments shall be applied first to Base Rate Loans and only then to
Eurodollar Loans.
(c) Subject to the provisions of Section 7-5(c) hereof, the Lender shall endeavor to cause
those applications of payments (if any), pursuant to Sections 2-9(a) and 2-9(b) against Eurodollar
Loans then outstanding in such manner as results in the least cost to the Borrower, but shall not
have any affirmative obligation to do so nor liability on account of the Lenders failure to have
done so. In no event shall action or inaction taken by the Lender excuse the Borrower from any
indemnification obligation under Section 2-9(e).
(d) The Borrower shall repay the then entire unpaid balance of the Loan Account and all other
Liabilities on the Termination Date.
(e) The Borrower shall indemnify the Lender and hold the Lender harmless from and against any
loss, cost or expense (excluding loss of anticipated profits) which the Lender may sustain or incur
(including, without limitation, by virtue of acceleration after the occurrence of any Event of
Default) as a consequence of the following:
(i) Default by the Borrower in payment of the principal amount of or any interest on any
Eurodollar Loan as and when due and payable, including any such loss or expense arising from
interest or fees payable by the Lender to lenders of funds obtained by it in order to maintain its
Eurodollar Loans.
(ii) Default by the Borrower in making a borrowing or conversion after the Borrower has given
(or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a
Revolving Credit Loan from one applicable interest rate to another.
(iii) The making of any payment on a Eurodollar Loan or the making of any conversion of any
such Loan to a Base Rate Loan on a day that is not the last day of
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the applicable Interest Period with respect thereto, including interest or fees payable by the
Lender to lenders of funds obtained by it in order to maintain any such Loans as breakage fees
(so-called).
2-10. Interest Rates.
(a) Each Revolving Credit Loan shall bear interest at the Prime Rate plus the Applicable
Margin for Base Rate Loans unless timely notice is given (as provided in Section 2- 5(a)) that the
subject Revolving Credit Loan (or a portion thereof) is, or is to be converted to, a Eurodollar
Loan.
(b) Each Revolving Credit Loan which consists of a Eurodollar Loan shall bear interest at the
Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar Loans.
(c) Subject to the provisions hereof, the Borrower, by notice to the Lender, may cause all or
a part of the unpaid principal balance of the Loan Account to bear interest at the Prime Rate or
the Adjusted Eurodollar Rate as specified from time to time by the Borrower.
(d) The Borrower shall not select, renew, or convert any interest rate for a Revolving Credit
Loan such that, in addition to interest at the Prime Rate, there are more than six (6) Interest
Periods for Eurodollar Loans applicable to the Revolving Credit Loans at any one time.
(e) The Borrower shall pay accrued and unpaid interest on each Revolving Credit Loan in
arrears as follows:
(i) On the applicable Interest Payment Date for that Revolving Credit Loan.
(ii) On the Termination Date and on the End Date.
(iii) Following the occurrence, and during the continuance, of any Event of Default, with such
frequency as may be determined by the Lender.
(f) Following the occurrence, and during the continuance, of any Default Interest Event (and
whether or not the Lender exercises the Lenders rights on account thereof), all Revolving Credit
Loans shall bear interest, at the option of the Lender, at a rate which is the aggregate of the
interest rate then in effect plus two percent (2%) per annum.
(g) All computations of interest for Base Rate Loans shall be made on the basis of a year of
365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).
2-11. Additional Fees.
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In addition to any other fee paid by Borrower on account of the Revolving Credit, the Borrower
shall pay the Lender a Line (Unused) Fee (so referred to herein) in arrears, on the first day of
each month, commencing with the first month immediately following the Second Amendment Effective
Date (and on the Termination Date). The Line (Unused) Fee shall be equal to Applicable Margin for
Line (Unused) Fee per annum multiplied by the difference during the month just ended (or relevant
period with respect to the payment being made on the Termination Date) between Loan Ceiling and the
Average Outstandings.
2-12. Intentionally Omitted.2-13. Line (Unused Fee).
In addition to any other fee paid by Borrower on account of the Revolving Credit, the Borrower
shall pay the Lender a Line (Unused) Fee (so referred to herein) in arrears, on the first day of
each month, commencing with the first month immediately following the Second Amendment Effective
Date (and on the Termination Date). The Line (Unused) Fee shall be equal to Applicable Margin for
Line (Unused) Fee per annum multiplied by the difference during the month just ended (or relevant
period with respect to the payment being made on the Termination Date) between Loan Ceiling and the
Average Outstandings.
2-14. Intentionally Omitted2-15. Concerning Fees.
The Borrower shall not be entitled to any credit, rebate or repayment of the Commitment Fee,
Line (Unused) Fee or other fee previously earned by the Lender pursuant to this Agreement
notwithstanding any termination of this Agreement or suspension or termination of the Lenders
obligation to make loans and advances hereunder.
2-16. Lenders Discretion.
Each reference in the Loan Documents to the exercise of discretion or the like by the Lender
shall be to its exercise of its reasonable judgement, in good faith, based upon the Lenders
consideration of any such factor as the Lender reasonably deems appropriate.
2-17. Procedures For Issuance of L/Cs.
(a) The Borrower may request that the Lender cause the issuance of L/Cs for the account of
the Borrower. Each such request shall be in such manner as may from time to time be acceptable to
the Lender.
(b) Subject to the provisions of Section 2.5(a)(ii), the Lender will endeavor to cause the
issuance of any L/C so requested by the Borrower, provided that, at the time that the request is
made, the Revolving Credit has not been suspended as provided in Section 2-5(h) and if so issued:
(i) The aggregate Stated Amount of all L/Cs then outstanding, does not exceed Forty Million
Dollars and No Cents ($40,000,000.00).
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(ii) The expiry of the L/C is not later than the Maturity Date. (iii) Availability would not be
exceeded. (iv) Intentionally Omitted.
(c) The Borrower shall execute such documentation to apply for and support the issuance of an
L/C as may be reasonably required by the Issuer.
(d) There shall not be any recourse to, nor liability of, the Lender on account of
(i) Any delay by an Issuer to issue an L/C;
(ii) Any action or inaction of an Issuer on account of or in respect to, any L/C.
(e) The Borrower shall reimburse the Issuer for the amount of any drawing under an L/C on the
same Business Day of such drawing. The Lender, without the request of the Borrower, may advance
under the Revolving Credit (and charge to the Loan Account) the amount of any honoring of any L/C
and other amount for which the Borrower, the Issuer, or the Lenders become obligated on account of,
or in respect to, any L/C. Such advance shall be made whether or not a Suspension Event is then
extant or such advance would result in Availabilitys being exceeded. Such action shall not
constitute a waiver of the Lenders rights under Section 2- 9(b) hereof.
2-18. Fees For L/Cs.
(a) The Borrower shall pay to the Lender a fee, on account of L/Cs, the issuance of which had
been procured by the Lender, monthly in arrears, and on the Termination Date and on the End Date,
equal to the following per annum percentages of the average face amount of the following categories
of Letters of Credit outstanding during the three month period then ended:
(i) Standby Letters of Credit: At a per annum rate equal to the then Applicable Margin for
Eurodollar Loans;
(ii) Commercial Letters of Credit: At a per annum rate equal to fifty percent (50%) of the
then Applicable Margin for Eurodollar Loans.
(iii) After the occurrence and during the continuance of an Event of Default, effective upon
written notice from the Lender, the L/C fees shall be increased by an amount equal to two percent
(2%) per annum.
(b) In addition to the fee to be paid as provided in Subsection 2-18(a), above, the Borrower
shall pay to the Lender (or to the Issuer, if so requested by Lender), on demand, all
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issuance, processing, negotiation, amendment, and administrative fees and other amounts charged by
the Issuer on account of, or in respect to, any L/C.
2-19. Cash Collateralization of L/Cs.
(a) With respect to L/Cs with a scheduled expiry after the Maturity Date, thirty (30) days
prior to the Maturity Date, and
(b) with respect to all L/Cs, upon the Lenders request after the occurrence, and during the
continuance, of any Event of Default hereunder,
the Borrower shall deposit in an account with the Lender, an amount in cash equal to 103% of the
then Stated Amount of all outstanding L/Cs. Such deposit shall be held by the Lender as collateral
for the payment and performance of the Liabilities. The Lender shall have the exclusive dominion
and control over such account. Such deposits shall not bear interest. Monies in such account shall
be automatically applied by the Lender to reimburse the Issuer for any honoring of any L/Cs,
together with any other amounts owed to the Issuer, and after all L/Cs have been so reimbursed or
otherwise expired, any remaining balance shall be applied in reduction of the Liabilities. In lieu
of depositing such cash with the Lender the Borrower may furnish the Lender, with a so-called
back-to-back letter of credit in form and substance and issued by a bank reasonably satisfactory
to the Lender in its sole and absolute discretion, in an amount equal to 103% of the then Stated
Amount of all outstanding L/Cs. Drawings under such back-to-back letters of credit shall be
applied by the Lender to the Liabilities in the manner set forth above with respect to the cash
collateral account. If no Event of Default then exists, the cash collateral deposited with the
Lender and/or the amount of the back-to-back letters of credit may be reduced by an amount equal
to any reduction from time to time in the Stated Amount of all outstanding L/Cs (other than on
account of drawings thereunder).
2-20. Concerning L/C s.
(a) None of the Issuer, the Issuers correspondents, or any advising, negotiating, or paying
bank with respect to any L/C shall be responsible in any way for:
(i) The performance by any beneficiary under any L/C of that beneficiarys obligations to the
Borrower.
(ii) The form, sufficiency, correctness, genuineness, authority of any person signing;
falsification; or the legal effect of; any documents called for under any L/C if (with respect to
the foregoing) such documents on their face appear to be in order, except to the extent that such
Issuer, Issuers correspondents, or advising, negotiating, or paying bank has actual knowledge of
any of the foregoing.
(b) The Issuer may honor, as complying with the terms of any L/C and of any drawing
thereunder, any drafts or other documents otherwise in order, but signed or issued by an
administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, liquidator, receiver, or other legal representative of the party authorized
under such L/C to draw or issue such drafts or other documents.
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(c) Unless otherwise agreed to, in the particular instance, the Borrower hereby authorizes any
Issuer to:
(i) Select an advising bank, if any. (ii) Select a paying bank, if any. (iii) Select a negotiating
bank.
(d) All directions, correspondence, and funds transfers relating to any L/C are at the risk of
the Borrower. The Issuer shall have discharged the Issuers obligations under any L/C which, or the
drawing under which, includes payment instructions, by the initiation of the method of payment
called for in, and in accordance with, such instructions (or by any other commercially reasonable
and comparable method). Neither the Lender nor the Issuer shall have any responsibility for any
inaccuracy, interruption, error, or delay in transmission or delivery by post, telegraph or cable,
or for any inaccuracy of translation, except for their gross negligence or willful misconduct.
(e) The Lenders, and the Issuers rights, powers, privileges and immunities specified in or
arising under this Agreement are in addition to any heretofore or at any time hereafter otherwise
created or arising, whether by statute or rule of law or contract.
(f) Except to the extent otherwise expressly provided hereunder or agreed to in writing by the
Issuer and the Borrower, (i) the rules of the ISP shall apply to each standby L/C, and (ii) the
rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by
the International Chamber of Commerce at the time of issuance shall apply to each commercial L/C.
(g) If any change in any law, executive order or regulation, or any directive of any
administrative or governmental authority (whether or not having the force of law), or in the
interpretation thereof by any court or administrative or governmental authority charged with the
administration thereof, shall either:
(i) impose, modify or deem applicable any reserve, special deposit or similar requirements
against letters of credit heretofore or hereafter issued by any Issuer or with respect to which the
Lender, any or any Issuer has an obligation to lend to fund drawings under any L/C; or
(ii) impose on any Issuer any other condition or requirements relating to any such letters of
credit;
and the result of any event referred to in Section 2-20(g)(i) or 2-20(g)(ii), above, shall be to
increase the cost to any Issuer of issuing or maintaining any L/C (which increase in cost shall be
the result of such Issuers reasonable allocation among that Issuers letter of credit customers of
the aggregate of such cost increases resulting from such events), then, upon demand by the Lender
and delivery by the Lender to the Borrower of a certificate of an officer of the subject Issuer
describing such change in law, executive order, regulation, directive, or interpretation thereof,
its effect on such Issuer, and the basis for determining such increased costs and their
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allocation, the Borrower shall immediately pay to the Lender, from time to time as specified by the
Lender, such amounts as shall be sufficient to compensate such Issuer for such increased cost;
provided that the Borrower shall not be obligated to make payment of such amounts which
arise from transactions which occurred more than ninety (90) Business Days prior to the Lenders
furnishing notice hereunder. Any Issuers determination of costs incurred under Section 2-20(g)(i)
or 2-20(g)(ii), above, and the allocation, if any, of such costs among the Borrower and other
letter of credit customers of such Issuer, if done in good faith and made on an equitable basis and
in accordance with such officers certificate, shall be conclusive and binding on the Borrower,
absent manifest error.
(h) The obligations of the Borrower under this Agreement with respect to L/Cs are absolute,
unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof
under all circumstances, whatsoever including, without limitation, the following:
(i) Any lack of validity or enforceability or restriction, restraint, or stay in the
enforcement of this Agreement, any L/C, or any other agreement or instrument relating thereto.
(ii) Any amendment or waiver of, or consent to the departure from, any L/C.
(iii) The existence of any claim, set-off, defense, or other right which the Borrower may have
at any time against the beneficiary of any L/C.
2-21. Changed Circumstances.
(a) The Lender may give the Borrower notice of the occurrence of the following:
(i) The Lender shall have determined in good faith (which
determination shall be final and conclusive) on any day on which the rate for a Eurodollar Loan
would otherwise be set, that adequate and fair means do not exist for ascertaining such rate.
(ii) The Lender shall have determined in good faith (which determination shall be final and
conclusive) that:
(A) The continuation of or conversion of any Revolving Credit Loan to a Eurodollar Loan has
been made impracticable or unlawful by the occurrence of a contingency that materially and
adversely affects the applicable market or compliance by the Lender in good faith with any
applicable law or governmental regulation, guideline or order or interpretation or change thereof
by any governmental authority charged with the interpretation or administration thereof or with any
request or directive of any such governmental authority (whether or not having the force of law).
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(B) The indices on which the interest rates for Eurodollar Loans are based shall no longer
represent the effective cost to the Lender for U.S. dollar deposits in the interbank market for
deposits in which it regularly participates.
(b) In the event that the Lender gives the Borrower notice of an occurrence described in
Section 2-21(a), then, until the Lender notifies the Borrower that the circumstances giving rise to
such notice no longer apply:
(i) The obligation of the Lender to make Eurodollar Loans of the type affected by such changed
circumstances or to permit the Borrower to select the affected interest rate as otherwise
applicable to any Revolving Credit Loans shall be suspended.
(ii) Any notice which the Borrower had given the Lender with respect to any Eurodollar Loan,
the time for action with respect to which has not occurred prior to the Lenders having given
notice pursuant to Section 2-21(a), shall be deemed to be a request for a Base Rate Loan.
(c) Notwithstanding the foregoing, the Lender agrees to use its reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory
manner) to designate a different lending office if the making of such designation would allow the
Lender or its lending office to continue to make Eurodollar Loans.
2-22. Increased Costs. If there is adopted after the date hereof any requirement of
law, or if there is any new interpretation or application of any law after the date hereof by any
court or by any governmental or other authority or entity charged with the administration thereof,
whether or not having the force of law, which:
(a) subjects the Lender to any taxes or changes the basis of taxation, or increases any
existing taxes, on payments of principal, interest or other amounts payable by the Borrower to the
Lender under this Agreement (except for taxes on the Lenders overall net income or capital imposed
by the jurisdiction in which the Lenders principal or lending offices are located or in which the
Lender is organized);
(b) imposes, modifies or deems applicable any reserve, cash margin, special deposit or similar
requirements against assets held by, or deposits in or for the account of or loans by or any other
acquisition of funds by the relevant funding office of the Lender;
(c) imposes on the Lender any other condition with respect to any Loan Document; or
(d) imposes on the Lender a requirement to maintain or allocate capital in relation to the
Liabilities;
and the result of any of the foregoing, in the Lenders reasonable opinion, is to increase the cost
to the Lender of making or maintaining any loan, advance or financial accommodation or to reduce
the income receivable by the Lender in respect of any loan, advance or financial
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accommodation by an amount which the Lender deems to be material, then upon the Lenders giving
written notice thereof to the Borrower (such notice to set out in reasonable detail the facts
giving rise to and a summary calculation of such increased cost or reduced income), the Borrower
shall forthwith pay to the Lender, upon receipt of such notice, that amount which shall compensate
the Lender for such additional cost or reduction in income, provided that the Borrower
shall not be obligated to make payment of such amounts which arise from transactions which occurred
more than ninety (90) Business Days prior to the Lenders furnishing notice hereunder.
Notwithstanding the foregoing, the Lender agrees to use its reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory
manner) to designate a different lending office if the making of such designation would allow the
Lender or its lending office to avoid the imposition of such increased costs.
2-23. Lenders Commitments.
(a) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the
overall Commitment) may be changed, from time to time by the assignment of Dollar Commitments and
Commitment Percentages with other Persons who determine to become Lenders, provided, however,
that
(i) Unless an Event of Default has occurred and is continuing (in which event, no consent of
the Borrower is required) any assignment (other than an assignment to a then Lender) shall be
subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will
be deemed given unless the Borrower provides the Lender with written objection, not more than five
(5) Business Days after the Lender shall have given the Borrower written notice of a proposed
assignment).
(ii) Any such assignment or reallocation shall be on a pro-rata basis such that each
reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall
Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person.
(iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00),
or, if less, the total Dollar Commitment of such assigning Lender.
(b) Upon written notice given the Borrower from time to time by the Lender, of any assignment
or allocation referenced in Section 2-23(a):
(i) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such
changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such
replacement Revolving Credit Notes to the Lender (which promptly thereafter shall deliver to the
Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving
Credit Note is to be exchanged following its acceleration or the entry of an order for relief under
the Bankruptcy Code with respect to the Borrower, the Lender, in lieu of causing the Borrower to
execute one
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or more new Revolving Credit Notes, may issue the Lenders Certificate confirming the resulting
Commitments and Commitment Percentages.
(ii) Such change shall be effective from the effective date specified in such written notice
and any Person added as a Lender shall have all rights and privileges of a Lender hereunder
thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to
which a Lender is a signatory and any person removed as a Lender shall be relieved of any
obligations or responsibilities of a Lender hereunder thereafter.
(iii) The Borrower shall maintain a register identifying the Lenders from time to time.
(c) Intentionally Omitted. Article 3  Conditions Precedent:
3-1. As a condition to the effectiveness of this Agreement, the establishment of the Revolving
Credit, and the making of the first loan under the Revolving Credit, each of the documents
respectively described in Sections 3-2 through and including 3-5, (each in form and substance
reasonably satisfactory to the Lender) shall have been delivered to the Lender, and the conditions
respectively described in Sections 3-6 through and including 3-15, shall have been satisfied:
3-2. Corporate Due Diligence.
(a) A Certificate of corporate good standing issued by the Secretary of State of each State in
which a Loan Party is organized.
(b) Certificates of due qualification, in good standing, issued by the
Secretary(ies) of State of each State in which the nature of a Loan Partys business conducted or
assets owned would reasonably be expected to require such qualification.
(c) A Certificate of each Loan Partys Secretary of the due adoption, continued effectiveness,
and setting forth the texts of, each corporate resolution adopted in connection with the
establishment of the loan arrangement contemplated by the Loan Documents and attesting to the true
signatures of each Person authorized as a signatory to any of the Loan Documents.
3-3. OpinionAn opinion of counsel to the Loan Parties in form and substance reasonably
satisfactory to the Lender.
3-4. Additional DocumentsSuch additional instruments and documents as the Lender or
its counsel reasonably may require or request.
3-5. Officers Certificates. Certificates executed by the President and the Chief
Financial Officer of the Borrower and stating that the representations and warranties made by the
Loan Parties to the Lender in the Loan Documents are true and complete in all material respects
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as of the date of such Certificate, and that no event has occurred which is or which, solely with
the giving of notice or passage of time (or both) would be an Event of Default.
3-6. Representations and Warranties. Each of the representations made by or on behalf
of the Loan Parties in this Agreement or in any of the other Loan Documents or in any other report,
statement, document, or paper provided by or on behalf of a Loan Party shall be true and complete
in all material respects as of the date as of which such representation or warranty was made.
3-7. Borrowing Base Certificate. The Lender shall have received a Borrowing Base
Certificate dated the Closing Date, relating to the month ended on October 31, 2007, and executed
by a Responsible Officer of the Borrower.
3-8. All Fees and Expenses Paid. All fees due at or immediately after the first
funding under the Revolving Credit and all costs and expenses reasonably incurred by the Lender in
connection with the establishment of the credit facility contemplated hereby (including the
reasonable fees and expenses of counsel to the Lender) shall have been paid (to the extent then
invoiced).
3-9. Financial Projections. The Lender shall have received and be satisfied with a
detailed forecast for the period commencing on the Closing Date through the fiscal year ending on
or about January 31, 2009, which shall include an Availability model, Consolidated income
statement, balance sheet, and statement of cash flow, by quarter, each prepared in conformity with
GAAP and consistent with the Borrowers current practices.
3-10. Borrowers Assets. The Lender shall have received a copy of the results of the
Loan Parties most recent physical inventory and such results shall be reasonably satisfactory to
the Lender. In addition, the Lender shall be reasonably satisfied that the inventory of each Loan
Party is located at such places or is in transit to such Loan Party and is in the amounts and of
the quality and value previously represented by the Borrower to the Lender and the Lender shall
have received such reports, material and other information concerning the inventory and the Loan
Parties suppliers as shall reasonably satisfy the Lender in its sole discretion.
3-11. Lien Search. The Lender shall have received results of searches or other
evidence satisfactory to the Lender (in each case dated as of a date reasonably satisfactory to the
Lender) indicating the absence of liens on the assets of the Loan Parties, except for Permitted
Encumbrances and liens for which termination statements and releases reasonably satisfactory to the
Lender are being tendered concurrently with the establishment of the Revolving Credit.
3-12. Perfection of Collateral. The Lender shall have filed all such financing
statements and given all such notices as may be necessary for the Lender to perfect its security
interest in such of the Collateral as to which the Lender determines to perfect its security
interests and to assure its first priority status (subject only to Permitted Encumbrances).
3-13. Insurance. The Lender shall be reasonably satisfied with the Loan Parties
insurance arrangements and shall have received all documentation requested in connection with such
insurance including, documentation naming the Lender as loss payee under each policy.
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3-14. No Suspension Event. No Suspension Event shall then exist.
3-15. No Adverse Change. No event shall have occurred or failed to occur, which
occurrence or failure reasonably would be expected to have a Material Adverse Effect.
3-16. Execution and Delivery of Agreement. This Agreement shall have been duly
executed and delivered by the parties hereto, and shall be in full force and effect and shall be in
form and substance satisfactory to the Lender.
No document shall be deemed delivered to the Lender until received and accepted by the Lender at
its head offices in Boston, Massachusetts. Under no circumstances will this Agreement take effect
until executed and accepted by the Lender at said head office.
Article 4  General Representations, Covenants and Warranties:
To induce the Lender to establish the loan arrangement contemplated herein and to make loans
and advances and to provide financial accommodations under the Revolving Credit (each of which
loans shall be deemed to have been made in reliance thereupon), the Borrower, in addition to all
other representations, warranties, and covenants made by the Borrower in any other Loan Document,
makes those representations, warranties, and covenants included in this Agreement.
4-1. Payment and Performance of Liabilities. The Borrower shall pay each Liability
when due (or when demanded if payable on demand) and shall promptly, punctually, and faithfully
perform each other Liability.
4-2. Due Organization  Corporate Authorization  No Conflicts.
(a) Each Loan Party presently is and shall hereafter remain in good standing in its State of
organization and each is and shall hereafter remain duly qualified and in good standing in every
other State in which, by reason of the nature or location of the Loan Parties assets or operation
of the Loan Parties business, such qualification is necessary, except where the failure to so
qualify would not have a Material Adverse Effect.
(b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto. Each
Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is
and shall hereafter remain duly qualified in which other State in which, by reason of that entitys
assets or the operation of such entitys business, such qualification may be necessary, except
where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.
The Borrower shall provide the Lender with prior written notice of any entitys becoming or ceasing
to be a Related Entity.
(c) No Loan Party shall change its State of incorporation or its taxpayer identification
number.
(d) Each Loan Party has all requisite corporate power and authority to execute and deliver all
Loan Documents to which such Loan Party is a party and has and will hereafter retain all requisite
corporate power to perform all Liabilities.
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(e) The execution and delivery by the Loan Parties of each Loan Document to which it is a
party; the Loan Parties consummation of the transactions contemplated by such Loan Documents
(including, without limitation, the creation of security interests by the Loan Parties as
contemplated hereby); each Loan Partys performance under those of the Loan Documents to which it
is a party; the borrowings hereunder; and the use of the proceeds thereof:
(i) Have been duly authorized by all necessary corporate action.
(ii) Do not, and will not, contravene in any material respect any provision of any Requirement
of Law or obligation of such Loan Party.
(iii) Will not result in the creation or imposition of, or the obligation to create or impose,
any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation,
except pursuant to the Loan Documents.
(f) The Loan Documents have been duly executed and delivered by each Loan Party and are the
legal, valid and binding obligations of the Loan Parties enforceable against the Loan Parties in
accordance with their respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating
to or affecting the rights and remedies of creditors generally and except as the remedy of specific
performance or injunctive relief is subject to the discretion of the court before which any
proceeding therefor may be brought.
4-3. Trade Names.
(a) EXHIBIT 4-3, annexed hereto, is a listing of:
(i) All names under which the Loan Parties conducted their business within the past five (5)
years.
(ii) All entities and/or persons with whom the Loan Parties consolidated or merged within the
past five (5) years, or from whom the Loan Parties, within the past five (5) years, acquired in a
single transaction or in a series of related transactions substantially all of such entitys or
persons assets.
(b) No Loan Party will change its name or conduct its business under any name not listed on
EXHIBIT 4-3 except (i) upon not less than twenty-one (21) days prior written notice (with
reasonable particularity) to the Lender and (ii) in compliance with all other provisions of this
Agreement.
4-4. Intellectual Property.
(a) The Loan Parties each owns and possesses, or has the right to use (and will hereafter own,
possess, or have such right to use) all patents, industrial designs, trademarks, trade names, trade
styles, brand names, service marks, logos, copyrights, trade secrets, know-how, confidential
information, and other intellectual or proprietary property of any third Person necessary for the
Loan Parties conduct of their respective business.
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(b) The conduct by the Loan Parties of their respective business does not presently infringe
in any manner which could reasonably be expected to have a Material Adverse Effect (nor will the
Loan Parties conduct their businesses in the future so as to infringe in any manner which could
reasonably be expected to have a Material Adverse Effect) the patents, industrial designs,
trademarks, trade names, trade styles, brand names, service marks, logos, copyrights, trade
secrets, know-how, confidential information, or other intellectual or proprietary property of any
third Person.
4-5. Locations.
(a) The Collateral, and the books, records, and papers of Loan Parties pertaining thereto, are
kept and maintained solely at, or in transit to and from, the Loan Parties chief executive offices
at
(i) 112 West 34th Street, New York, New York 10120 (ii) 201 Willowbrook Blvd., Wayne, New Jersey
07470 (iii) those locations which are listed on EXHIBIT 4-5 annexed hereto, as such EXHIBIT may be
amended from time to time, which EXHIBIT includes, with respect to each such location, the name and
address of the landlord on the Lease which covers such location (or an indication that a Loan Party
owns the subject location) and of all service bureaus with which any such records are maintained.
(b) No Loan Party shall remove any of the Collateral from said chief executive office or those
locations listed on EXHIBIT 4-5 except:
(i) to accomplish sales of Inventory in the ordinary course of business; or
(ii) to move Inventory, Equipment and other assets from one such location to another such
location; or
(iii) to utilize such of the Collateral as is removed from such locations in the ordinary
course of business (such as motor vehicles).
(iv) to accomplish other dispositions permitted pursuant to Section 4-12(d) hereof.
(v) otherwise upon thirty (30) days prior written notice to the Lender.
(c) Except (i) with respect to Inventory delivered to a processor for finishing, (ii) with
respect to Inventory in transit, and (iii) as otherwise disclosed pursuant to, or permitted by,
this Section 4-5, no tangible personal property of a Loan Party is in the care or custody of any
third party or stored or entrusted with a bailee or other third party and none shall hereafter be
placed under such care, custody, storage, or entrustment.
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4-6. Title to Assets.
(a) Each of the Loan Parties is, and shall hereafter remain, the owner of, or holder of
subsisting license or leasehold rights in and to, the Collateral free and clear of all Encumbrances
with the exceptions of the following (the Permitted Encumbrances):
(i) Encumbrances in favor of the Lender.
(ii) Those Encumbrances (if any) listed on EXHIBIT 4-6, annexed hereto.
(iii) Purchase money security interests in Equipment to secure Indebtedness otherwise
permitted hereby.
(iv) Encumbrances for taxes, governmental assessments or charges in the nature of taxes not
yet due or which are being contested in good faith by appropriate proceedings as to which adequate
reserves are maintained on the books of the Loan Parties in accordance with GAAP.
(v) Encumbrances in respect of property or assets of the Loan Parties imposed by law, which
were incurred in the ordinary course of business, such as carriers, warehousemens, customs
brokers, materialmens, repairmens, and mechanics liens and other similar Encumbrances, in each
case in respect of obligations not overdue for a period of more than thirty (30) days or which are
being contested in good faith by appropriate proceedings.
(vi) Utility deposits and pledges or deposits in connection with workers compensation,
unemployment insurance and other social security legislation.
(vii) Encumbrances arising under Capital Leases.
(viii) Encumbrances resulting from the sale, transfer and assignment of retail Accounts to
credit card processors.
(ix) Deposits to secure the performance of bids, tenders, trade contracts (other than for
borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature incurred in the ordinary course of business, all to the extent
such obligations are otherwise permitted hereunder.
(x) Encumbrances on Equipment of a Person which becomes a Subsidiary after the date hereof
pursuant to, and Equipment acquired in connection with, a Permitted Acquisition, provided
that (A) such Encumbrances existed at the time such Person became a Subsidiary or such
Equipment was acquired and were not created in anticipation of the acquisition, and (B) any such
Encumbrance does not cover any other assets of such Person after it became a Subsidiary or any
other assets of the Loan Parties after such Equipment was acquired, and (C) such Encumbrance does
not secure any Indebtedness other than Indebtedness existing immediately prior to the time such
Person became a Subsidiary or the time of such acquisition.
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(xi) Encumbrances consisting of the right of setoff of a customary nature or bankers liens on
amounts on deposit incurred in the ordinary course of business.
(xii) Encumbrances on goods in favor of customs and revenue authorities which secure the
payment of customs duties in connection with the importation of such goods, which obligations are
not overdue.
(xiii) Encumbrances constituting precautionary filings by lessors and bailees with respect to
assets which are leased or entrusted to a Loan Party but in which assets such Loan Party has mere
possessory rights.
(xiv) Encumbrances arising from judgments which do not result in an Event of Default under
Section 10-10 hereof.
(b) No Loan Party has or shall have possession of any property on consignment.
(c) No Loan Party shall acquire or obtain the right to use any Equipment, the acquisition or
right to use of which Equipment is otherwise permitted by this Agreement, in which Equipment any
third party has an interest, except for:
(i) Equipment which is merely incidental to the conduct of a Loan Partys business.
(ii) Equipment, the acquisition or right to use of which has been consented to by the Lender,
which consent may be conditioned upon the Lenders receipt of such agreement with the third party
which has an interest in such Equipment as is satisfactory to the Lender.
(iii) Equipment, the acquisition of which is permitted pursuant to Section 4-7(c) hereof or
which is the subject of an operating lease (but not Capital Leases).
4-7. Indebtedness. No Loan Party has or shall hereafter have any Indebtedness with the
exceptions of:
(a) Any Indebtedness to the Lenders.
(b) The Indebtedness (if any) listed on EXHIBIT 4-7, annexed hereto.
(c) Capital Lease obligations and purchase money Indebtedness not to exceed the aggregate
principal amount outstanding in excess of $25,000,000.00, and extensions, renewals and refinancings
thereof on terms no less favorable in any material respect to the Loan Parties than the
Indebtedness or Capital Lease being refinanced.
(d) Subordinated Indebtedness.
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(e) Other Indebtedness not to exceed $50,000,000.00 outstanding at any time. 4-8.
Insurance Policies.
(a) EXHIBIT 4-8, annexed hereto, is a schedule of all material insurance policies owned by the
Loan Parties or under which the Loan Parties are the named insured as of the date hereof. Each of
such policies is in full force and effect. None of the issuers (to the Borrowers knowledge) of any
such policy, have provided notice that the Loan Parties are in default or violation of any such
policy.
(b) The Loan Parties shall have and maintain at all times insurance covering such risks, in
such amounts, containing such terms, in such form, for such periods, and written by such companies
as may be reasonably satisfactory to the Lender . The coverage reflected on EXHIBIT 4-8 presently
satisfies the foregoing requirements, it being recognized by the Loan Parties, however, that such
requirements may change hereafter to reflect changing circumstances. All insurance carried by the
Loan Parties shall provide for a minimum of fourteen (14) days written notice of cancellation to
the Lender and all such insurance which covers the Collateral shall include an endorsement in favor
of the Lender, as loss payee and additional insured, which endorsement shall provide that the
insurance, to the extent of the Lenders interest therein, shall not be impaired or invalidated, in
whole or in part, by reason of any act or neglect of the Loan Parties or by the failure of the Loan
Parties to comply with any warranty or condition of the policy. In the event of the failure by the
Loan Parties to maintain insurance as required herein, the Lender , at its option, may obtain such
insurance, provided, however, the Lenders obtaining of such insurance shall not constitute a cure
or waiver of any Event of Default occasioned by the Loan Parties failure to have maintained such
insurance. The Loan Parties shall furnish to the Lender certificates or other evidence satisfactory
to the Lender regarding compliance by the Loan Parties with the foregoing insurance provisions.
(c) After the occurrence, and during the continuance, of an Event of Default, the Loan Parties
shall each advise the Lender of each claim made by a Loan Party under any policy of insurance which
covers the Collateral and will permit the Lender, at the Lenders option in each instance, to the
exclusion of the Loan Parties, to conduct the adjustment of each such claim. The Loan Parties each
hereby appoint the Lender as such Loan Partys attorney in fact, exercisable after the occurrence,
and during the continuance, of an Event of Default, to obtain, adjust, settle, and cancel any
insurance described in this section and to endorse in favor of the Lender any and all drafts and
other instruments with respect to such insurance. This appointment, being coupled with an interest,
is irrevocable until this Agreement is terminated by a written instrument executed by a duly
authorized officer of the Lender. The Lender shall not be liable on account of any exercise
pursuant to said power except for any exercise in actual willful misconduct and bad faith. The
Lender may apply any proceeds of such insurance against the Liabilities, whether or not such have
matured, in such order of application as the Lender may determine.
4-9. Licenses. Each material license, distributorship, franchise, and similar
agreement issued to, or to which a Loan Party is a party is in full force and effect. To the
Borrowers knowledge, no party to any such license or agreement is in default or violation thereof.
No Loan Party has received any notice or threat of cancellation of any such license or agreement.
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4-10. Leases. EXHIBIT 4-10, annexed hereto, is a schedule of all presently effective
Capital Leases (other than Capital Leases the total obligations under which do not aggregate more
than $100,000). EXHIBIT 4-5 includes a list of all other presently effective Leases. Each of such
Leases and Capital Leases presently is in full force and effect. As of the date hereof, no party to
any such Lease or Capital Lease is in default or violation in any material respect of any such
Lease or Capital Lease (for which the Loan Party has not received an indemnification from the
Seller) and no Loan Party has received any notice or threat of cancellation of any such Lease or
Capital Lease. Each Loan Party hereby authorizes the Lender at any time and from time to time after
the occurrence, and during the continuance, of an Event of Default to contact any of the Loan
Partys landlords in order to confirm the Loan Partys continued compliance with the terms and
conditions of the Lease(s) between such Loan Party and that landlord and to discuss such issues,
concerning the Loan Partys occupancy under such Lease(s), as the Lender may determine.
4-11. Requirements of Law. Each Loan Party is in compliance with, and shall hereafter
comply with and use its respective assets in compliance with, all Requirements of Law, except to
the extent that such non-compliance would not reasonably be expected to have a Material Adverse
Effect. No Loan Party has received any notice of any material violation of any Requirement of Law,
which violation has not been cured or otherwise remedied.
4-12. Maintain Properties. The Loan Parties each shall:
(a) Keep the Collateral in good order and repair (ordinary reasonable wear and tear and
insured casualty excepted).
(b) Not suffer or cause the waste or destruction of any material part of the Collateral.
(c) Not use any of the Collateral in violation of any policy of insurance thereon.
(d) Not sell, lease, or otherwise dispose of any of the Collateral, other than the following:
(i) The sale of Inventory in compliance with this Agreement.
(ii) as long as no Event of Default exists or would arise as a result thereof, the disposal of
Equipment which is obsolete, worn out, or damaged beyond repair, which Equipment is replaced to the
extent necessary to preserve or improve the operating efficiency of the Loan Parties .
(iii) The surrender, disposition, or expiration of Collateral (such as trademarks and
copyrights) no longer used or useful for the conduct of the Loan Parties businesses in the
ordinary course.
(iv) The turning over to the Lender of all Receipts as provided herein.
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(v) The transfer , sale and assignment of retail Accounts to credit card processors.
4-13. Pay Taxes/TaK Shelter Regulations.
(a) Except as disclosed on EXHIBIT 4-13, (i) all tax returns (federal, state, local or
foreign) that relate to or include any Loan Party and that are due on or before the date hereof,
taking into account any extensions for the filing thereof, have been or will be prepared and timely
filed in accordance in all material respects with applicable Requirements of Law, (ii) all such tax
returns are or will be correct and complete insofar as they relate to the Loan Parties, and (iii)
all taxes (federal, state, local or foreign) for which a Loan Party may be liable that are due
(whether or not shown on any tax return) have been or will be paid in full.
(b) Each Loan Party has, and hereafter shall: pay, as they become due and payable, all taxes
and unemployment contributions and other charges of any kind or nature levied, assessed or claimed
against such Loan Party, or the Collateral by any person or entity whose claim could result in an
Encumbrance upon any asset of any Loan Party or by any governmental authority, except to the extent
such taxes are being contested by a Loan Party in good faith, and adequate reserves are being
maintained therefor on Loan Parties books in accordance with GAAP; properly exercise any trust
responsibilities imposed upon a Loan Party by reason of withholding from employees pay or by
reason of a Loan Partys receipt of sales tax or other funds for the account of any third party;
timely make all contributions and other payments as may be required pursuant to any Employee
Benefit Plan now or hereafter established by the Loan Parties; and timely file all tax and other
returns and other reports with each governmental authority to whom a Loan Party is obligated to so
file, in each case, taking into account any applicable extension periods.
(c) At its option, after the occurrence, and during the continuance, of a Suspension Event,
the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any
and all other charges levied or assessed upon a Loan Party, or the Collateral by any person or
entity or governmental authority, and make any contributions or other payments on account of a Loan
Partys Employee Benefit Plan as the Lender, in the Lenders discretion, may deem necessary or
desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or
the value thereof or any right or remedy pertaining thereto, provided, however, the Lenders making
of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a
Loan Partys failure to have made such payment.
(d) The Borrower does not intend to treat the Revolving Credit and the L/Cs and the
transactions related thereto as being reportable transactions (within the meaning of Treasury
Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent
with such intention, it will promptly notify the Lender thereof. If the Borrower so notifies the
Lender, the Borrower acknowledges that the Lender may treat the Revolving Credit and/or its
interest in the L/Cs as part of a transaction that is subject to Treasury Regulation Section
301.6112-1, and the Lender, will maintain the lists and other records required by such Treasury
Regulation.
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4-14. No Margin Stock. No Loan Party is engaged in the business of extending credit
for the purpose of purchasing or carrying any margin stock (within the meaning of Regulations U,T,
and X of the Board of Governors of the Federal Reserve System of the United States). No part of the
proceeds of any borrowing hereunder will be used at any time to purchase or carry any such margin
stock or to extend credit to others for the purpose of purchasing or carrying any such margin
stock.
4-15. ERISA. From and after the date hereof, none of the Loan Parties nor any ERISA
Affiliate shall, in any manner which could reasonably be expected to have a Material Adverse
Effect:
(a) Fail to comply in all material respects with any Employee Benefit Plan.
(b) Fail timely to file all reports and filings required by ERISA to be filed by a Loan Party.
(c) Engage in any non-exempt prohibited transactions (as described in ERISA).
(d) Engage in, or commit, any act such that a tax or penalty could be imposed upon the Loan
Parties on account thereof pursuant to ERISA.
(e) Accumulate any material funding deficiency within the meaning of Section 302 of ERISA.
(f) Terminate any Employee Benefit Plan such that a lien could be asserted against any assets
of the Loan Parties on account thereof pursuant to ERISA.
(g) Be a member of, contribute to, or have any obligation under any Employee Benefit Plan
which is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.
4-16. Hazardous Materials.
(a) Other than matters that could not reasonably be expected to have a Material Adverse
Effect, no Loan Party has ever:
(i) Been legally responsible for any release or threat of release of any Hazardous Material.
(ii) Received notification of any release or threat of release of any Hazardous Material from
any site or vessel occupied or operated by a Loan Party and/or of the incurrence of any expense or
loss in connection with the assessment, containment, or removal of any release or threat of release
of any Hazardous Material from any such site or vessel.
(b) The Loan Parties each shall:
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(i) Dispose of any Hazardous Material only in compliance with all Environmental Laws, except
for dispositions which could not reasonably be expected to have a Material Adverse Effect.
(ii) Not store on any site or vessel occupied or operated by a Loan Party and not transport or
arrange for the transport of any Hazardous Material, except if such storage or transport is in the
ordinary course of the Loan Parties business and is in compliance with all Environmental Laws or
could not reasonably be expected to have a Material Adverse Effect.
(c) The Loan Parties shall provide the Lender with written notice upon such Loan Party
obtaining knowledge of any incurrence of any expense or loss by any governmental authority or other
Person in connection with the assessment, containment, or removal of any Hazardous Material, for
which expense or loss a Loan Party may be liable, other than expense or loss that could not
reasonably be expected to have a Material Adverse Effect.
4-17. Litigation. Except as described in EXHIBIT 4-17, annexed hereto, there is not
presently pending or threatened by or against the Loan Parties any suit, action, proceeding, or
investigation which, if determined adversely to the Loan Parties, would have a material adverse
effect upon the Loan Parties s financial condition or ability to conduct its business as such
business is presently conducted or is contemplated to be conducted in the foreseeable future.
4-18. Dividends or Investments. No Loan Party shall:
(a) Pay any dividend or make any other distribution (whether in cash, securities or other
property) with respect to any class of its capital stock, or make any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of any or its capital
stock or any option, warrant or other right to acquire such capital stock except by a Guarantor to
the Borrower or unless the Liquidity Requirements are satisfied.
(b) Intentionally Omitted.
(c) Except as provided in Section 4-25 or with respect to Permitted Acquisitions, invest in or
purchase any stock or securities or rights to purchase any such stock or securities, of any
corporation or other entity.
(d) Merge or consolidate or be merged or consolidated with or into any other corporation or
other entity, other than (i) the merger of any of the Borrowers Subsidiaries with and into the
Borrower, and (ii) in connection with any Permitted Acquisitions.
(e) Consolidate any of a Loan Partys operations with those of any other corporation or other
entity, except in connection with any Permitted Acquisition.
(f) Organize or create any Subsidiary, other than in connection with a Permitted Acquisition
and only if (i) such Subsidiary guarantees the repayment of the
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Liabilities and (ii) such Subsidiary grants the Lender a first priority Encumbrance (subject to
Permitted Encumbrances) on all of its assets, all of the foregoing satisfactory in form and
substance to the Lender.
(g) Subordinate any debts or obligations owed to a Loan Party by any third party to any other
debts owed by such third party to any other Person.
(h) Acquire any assets other than Permitted Acquisitions, by the making of Capital
Expenditures to the extent permitted hereunder, and other than in the ordinary course and conduct
of the Loan Parties business permitted under Section 4-21 hereof.
4-19. Loans. No Loan Party shall make any loans or advances to, nor acquire the
Indebtedness of, any Person, provided, however, the foregoing does not prohibit any of the
following:
(a) Advance payments made to the Loan Parties suppliers in the ordinary course.
(b) Advances to a Loan Partys officers, employees, and salespersons with respect to
reasonable expenses to be incurred by such officers, employees, and salespersons for the benefit of
such Loan Party in the ordinary course of business, which expenses are properly substantiated by
the person seeking such advance and properly reimbursable by such Loan Party.
(c) Advances on account of sales of Inventory in the ordinary course of business made on
credit and all Accounts arising therefrom.
(d) Provided that the Liquidity Requirements have been satisfied, loans and/or Investment in
or to Aeropostale Canada.
(e) Loans and/or Investments by one Loan Party to another in the ordinary course of business.
4-20. Protection of Assets. The Lender, in the Lenders reasonable discretion, and
from time to time, may discharge any tax or Encumbrance on any of the Collateral, or take any other
action that the Lender may deem necessary to repair, insure, maintain, preserve, collect, or
realize upon any of the Collateral. The Lender shall not have any obligation to undertake any of
the foregoing and shall have no liability on account of any action so undertaken except where there
is a specific finding in a judicial proceeding (in which the Lender has had an opportunity to be
heard), from which finding no further appeal is available, that the Lender had acted in actual bad
faith or in a grossly negligent manner. The Borrower shall pay to the Lender, on demand, or the
Lender, in its reasonable discretion, may add to the Loan Account, all amounts paid or incurred by
the Lender pursuant to this section. The obligation of the Borrower to pay such amounts is a
Liability.
4-21. Line of Business No Loan Party shall engage in any business other than the
business in which it is currently engaged (which is agreed to be the design, sourcing, marketing,
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distribution and sale of apparel products and accessories and the licensing of trade names,
trademarks and intellectual property to third Persons in connection with the foregoing), any
business reasonably related thereto or any business or activity that is reasonably similar or
complementary thereto or a reasonable extension, development or expansion thereof or ancillary
thereto.
4-22. Affiliate Transactions. No Loan Party shall make any payment, nor give any value
to any Related Entity except for goods and services actually purchased by such Loan Party from, or
sold by such Loan Party to, such Related Entity for a price and on terms which shall not be less
favorable to the Loan Party from those which would have been charged in an arms length transaction,
except:
(a) until the occurrence, and during the continuance, of an Event of Default, the Loan Parties
may (a) pay management fees at the times and in the amounts, and (b) may maintain and make payments
with respect to those transactions, in each case as set forth in EXHIBIT 4-22 hereof;
(b) transactions in the ordinary course of business among the Loan Parties;
(c) provided that the Liquidity Requirements have been satisfied, loans to, payments to, or
Investments in Aeropostale Canada.
4-23. Additional Assurances.
(a) Except as set forth on EXHIBIT 4-23, no Loan Party is the owner of, nor has it any
interest in, any property or asset which, immediately upon the satisfaction of the conditions
precedent to the effectiveness of the credit facility contemplated hereby (Article 3) will not be
subject to a perfected security or other collateral interest in favor of the Lender (subject only
to Permitted Encumbrances) to secure the Liabilities.
(b) Except as set forth on EXHIBIT 4-23, no Loan Parties will hereafter acquire any asset or
any interest in property which is not, immediately upon such acquisition, subject to such a
perfected security or other collateral interest in favor of the Lender to secure the Liabilities
(subject only to Permitted Encumbrances).
(c) The Loan Parties shall each execute and deliver to the Lender such instruments, documents,
and papers, and shall do all such things from time to time hereafter as the Lender may reasonably
request to carry into effect the provisions and intent of this Agreement; to protect and perfect
the Lenders security interests in the Collateral; and to comply in all material respects with all
applicable statutes and laws, and facilitate the collection of the Receivables Collateral. The Loan
Parties shall each execute all such instruments as may be reasonably required by the Lender with
respect to the recordation and/or perfection of the security interests created herein.
(d) Each Loan Party hereby designates the Lender as and for such Loan Partys true and lawful
attorney, with full power of substitution, to sign and file any financing statements in order to
perfect or protect the Lenders security and other collateral interests in the Collateral.
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(e) To the full extent permitted by applicable law, a carbon, photographic, or other
reproduction of this Agreement or of any financing statement or other instrument executed pursuant
to this Section 4-23 shall be sufficient for filing to perfect the security interests granted
herein.
(f) On or before January 30, 2008 the Borrower shall cause Aeropostale Canada to execute such
documents and take such steps as the Lender reasonably request in order for Aeropostale Canada to
become a Guarantor hereunder and to have its assets included in the Borrowing Base.
4-24. Adequacy of Disclosure.
(a) All financial statements for periods after the date hereof which are furnished to the
Lender by the Loan Parties shall be prepared in accordance with GAAP consistently applied and
present fairly, in all material respects, the condition of the Loan Parties at the date(s) thereof
and the results of operations and cash flows for the period(s) covered.
(b) Intentionally Omitted
(c) As of the Second Amendment Effective Date, no Loan Party has any contingent obligations or
obligation under any Lease or Capital Lease which is not noted in the Loan Partys financial
statements furnished to the Lender prior to the execution of this Agreement.
(d) No document, instrument, agreement, or paper now or hereafter given the Lender by or on
behalf of a Loan Party in connection with the execution of this Agreement by the Lender contains or
will contain any untrue statement of a material fact or omits or will omit to state a material fact
necessary in order to make the statements therein not misleading. There is no fact known to a Loan
Party which has, or which, in the foreseeable future would reasonably be expected to have, a
material adverse effect on the financial condition of the Loan Parties which has not been disclosed
in writing to the Lender.
4-25. Investments. As long as no Cash Dominion Event exists, the Loan Parties may make
investments consisting of Cash Equivalents maintained at such bank(s) as the Borrower may select.
4-26. Prepayments of Indebtedness.
No Loan Party will make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash securities or other property) of or in respect of principal of or
interest on any Indebtedness, including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness,
except:
(a) as long as no Event of Default has occurred and is continuing or would result therefrom,
mandatory payments and prepayments of interest and principal as and when due in respect of any
Indebtedness permitted hereunder, excluding any Subordinated Indebtedness;
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(b) payments on account of Subordinated Indebtedness to the extent permitted under any
subordination agreement or provisions governing such Indebtedness;
(c) voluntary prepayments of Indebtedness permitted hereunder (other than Subordinated
Indebtedness) as long as the Liquidity Requirement is satisfied; and
(d) refinancings of Indebtedness to the extent permitted under this Agreement.
4-27. Other CovenantsNo Loan Party shall indirectly do or cause to be done any act
which, if done directly by a Loan Party, would breach any covenant contained in this Agreement.
Article 5  Financial Reporting and Performance Covenants:
5-1. Maintain Records. The Borrower shall, and shall cause each Guarantor to:
(a) At all times, keep proper books of account, in which full, true, and accurate entries
shall be made of all of the Loan Parties transactions, all in accordance with GAAP, applied
consistently with all prior periods, to fairly reflect, in all material respects, the financial
condition of the Loan Parties at the close of, and its results of operations for, the periods in
question.
(b) Timely provide the Lender with those financial reports, statements, and schedules required
by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared,
to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end
adjustments), applied consistently with all prior periods, to fairly reflect, in all material
respects, the financial condition of the Loan Parties at the close of, and their results of
operations for, the period(s) covered therein.
(c) At all times, keep accurate (in all material respects) and current records of the
Collateral including, without limitation, accurate current stock, cost, and sales records of its
respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and
quantities of Inventory and the cost and selling prices thereof.
(d) At all times, retain independent certified public accountants who are reasonably
satisfactory to the Lender and instruct such accountants to fully cooperate with, and be available
to, the Lender to discuss a Loan Partys financial performance, financial condition, operating
results, controls, and such other matters, within the scope of the retention of such accountants,
as may be raised by the Lender.
(e) Not change a Loan Partys fiscal year for book accounting purposes, except in connection
with an initial public offering of the Borrowers capital stock.
5-2. Access to Records.
(a) The Borrower shall, and shall cause each Guarantor to, afford the Lender and the Lenders
representatives with access from time to time, during normal business hours and, unless an Event of
Default exists, upon reasonable notice, as the Lender and such representatives may require to all
properties owned by or over which a Loan Party has control.
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The Lender and the Lenders representatives shall have the right, and the Borrower will, and will
cause each Guarantor to, permit the Lender and such representatives from time to time as the Lender
and such representatives may request, during normal business hours and, unless an Event of Default
exists, upon reasonable notice, to examine, inspect, copy, and make extracts from any and all of
the Loan Parties books, records, electronically stored data, papers, and files pertaining to its
business operations, financial information or the Collateral. The Borrower shall, and shall cause
the Guarantor to, make copying facilities reasonably available to the Lender.
(b) The Borrower for itself, and as the sole shareholder or member, as applicable, of each
Guarantor , hereby authorizes the Lender and the Lenders representatives to:
(i) Inspect, copy, duplicate, review, cause to be reduced to hard copy, run off, draw off, and
otherwise use any and all computer or electronically stored information or data which relates to
the Loan Parties, whether in the possession of a Loan Party or in the possession of any service
bureau, contractor, accountant, or other person, (and the Loan Parties each directs any such
service bureau, contractor, accountant, or other person fully to cooperate with the Lender and the
Lenders representatives with respect thereto), provided that, except as set forth in
Section 5-10 hereof, such inspections and reviews shall not be undertaken by the Lender as long as
no Event of Default then exists and is continuing.
(ii) Verify at any time the Collateral or any portion thereof, including verification with
Account Debtors, and/or with each Loan Partys computer billing companies, collection agencies, and
accountants and to sign the name of the Loan Party on any notice to such Loan Partys Account
Debtors or verification of the Collateral, provided that, as long as no Event of Default
exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed).
5-3. Prompt Notice to Lender.
(a) The Borrower shall, and shall cause each Guarantor to, provide the Lender with written
notice promptly upon the occurrence of any of the following events, which written notice shall be
with reasonable particularity as to the facts and circumstances in respect of which such notice is
being given:
(i) Any change in a Loan Partys executive officers.
(ii) The completion of any physical count of a Loan Partys Inventory (together with a copy of
the certified results thereof).
(iii) Any ceasing of any Loan Party making of payment, in the ordinary course, to a material
portion (in amount or number) of its creditors.
(iv) Any failure by a Loan Party to pay rent at any of the locations, which failure continues
for more than twenty (20) Business Days following the day on which such rent first came due, except
for Leases for such locations which have been terminated or abandoned by a Loan Party.
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(v) Any material change in the business, operations, or financial affairs of a Loan Party.
(vi) The occurrence of any Suspension Event, that has not been cured by the Loan Parties or
waived by the Lender.
(vii) Any decision on the part of a Loan Party to discharge a Loan Partys present independent
accountants or any withdrawal or resignation by such independent accountants from their acting in
such capacity (as to which, see Subsection 5-l(d)).
(viii) Any litigation which, if determined adversely to a Loan Party, would reasonably be
expected to have a material adverse effect on the financial condition of such Loan Party.
(ix) The acquisition by a Loan Party of any Commercial Tort Claim.
(x) The intention by Borrower to treat the Revolving Credit and/or the L/Cs and related
transactions as being a reportable transaction (within the meaning of Treasury Regulation Section
1.6011-4), by delivering a duly completed copy of IRS Form 8886 or any successor form.
(b) The Borrower shall, and shall cause each Guarantor to, provide the Lender, when received
by the Borrower or Guarantor, with a copy of any management letter or similar communications from
any accountant of the Borrower or Guarantor.
5-4. Intentionally Omitted.
5-5. Borrowing Base Certificates. Monthly, within seven (7) days after the end of the
Borrowers prior fiscal month, the Borrower shall provide the Lender with a certificate in the form
of Exhibit 5-5 (a Borrowing Base Certificate) showing the Borrowing Base as of the close of
business on the last day of the Borrowers immediately preceding fiscal month, each such
Certificate to be certified as complete and correct on behalf of the Borrower by a Responsible
Officer of the Borrower.
5-6. Monthly Reports. Only if a Cash Dominion Event exists, within twenty (20) days
following the end of each of the Borrowers fiscal months, the Borrower shall provide the Lender
with original counterparts of an internally prepared financial statement of the Loan Parties
financial condition and the results of their respective operations for, the period ending with the
end of the subject month, which financial statement shall include, at a minimum, a balance sheet,
income statement (on a consolidated basis), cash flow and comparison of same store sales for the
corresponding quarter of the then immediately previous year, as well as to the Business Plan, and
managements analysis and discussion of the operating results reflected therein.
5-7. Quarterly Reports. Within forty-five (45) days following the end of each of the
Borrowers fiscal quarters, the Borrower shall provide the Lender with original counterparts of an
internally prepared financial statement of the Loan Parties financial condition and the results of
their respective operations for, the period ending with the end of the subject quarter, which
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financial statement shall include, at a minimum, a balance sheet, income statement (on a
consolidated basis), cash flow and comparison of same store sales for the corresponding quarter
of the then immediately previous year, as well as to the Business Plan, and managements analysis
and discussion of the operating results reflected therein. The delivery either electronically or in
paper to the Lender of the Borrowers Form 10Q or Form 10K, as the case may be, which is filed with
the Securities and Exchange Commission shall satisfy the Borrowers obligations under this Section
5-7.
5-8. Annual Reports.
(a) Annually, within ninety (90) days following the end of the Borrowers fiscal year, the
Borrower shall furnish the Lender with an original signed counterpart of the Borrowers
consolidated annual financial statement, which statement shall have been prepared by, and bear the
unqualified opinion of, the Borrowers independent certified public accountants (i.e. said
statement shall be certified by such accountants). Such annual statement shall include, at a
minimum (with comparative information for the then prior fiscal year) a balance sheet, income
statement, statement of changes in shareholders equity, and cash flows. The delivery either
electronically or in paper to the Lender of the Borrowers Form 10K which is filed with the
Securities and Exchange Commission shall satisfy the Borrowers obligations under this Section
5-8(a).
(b) No later than the earlier of fifteen (15) days prior to the end of each of the Borrowers
fiscal years or the date on which such accountants commence their work on the preparation of the
Borrowers annual financial statement, the Borrower shall give written notice to such accountants
(with a copy of such notice, when sent, to the Lender) that:
(i) Such annual financial statement will be delivered by the Borrower to the Lender.
(ii) It is an intention of the Loan Parties, in their engagement of such accountants, to
satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Loan Parties have been advised that the Lender will rely thereon with respect to the
administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual statement shall be accompanied by such accountants Certificate indicating
that, in the preparation of such annual statement, such accountants did not conclude that any
Suspension Event had occurred during the subject fiscal year (or if one or more had occurred, the
facts and circumstances thereof).
5-9. Intentionally Omitted.
5-10. Inventories, Appraisals, and Audits.
(a) The Lender, at the expense of the Borrower, may observe each physical count and/or
inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of,
and at the request of, a Loan Party.
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(b) The Loan Parties, at their own expense, shall cause not less than one (1) physical
inventory to be undertaken in each twelve (12) month period during which this Agreement is in
effect to be conducted by a national third party inventory taker.
(i) The Loan Parties shall provide the Lender with a copy of the final results of each such
inventory (as well as of any other physical inventory undertaken by a Loan Party) within fourteen
(14) days following the completion of such inventory.
(ii) The Borrower shall provide the Lender with a reconciliation of the results of each such
inventory (as well as of any other physical inventory undertaken by a Loan Party) to the Loan
Partys books and records within forty-five (45) days following completion of such inventory.
(iii) The Lender, in its discretion, following the occurrence, and during the continuance, of
a Suspension Event, may cause such additional inventories to be taken as the Lender determines
(each, at the expense of the Borrower).
(c) Upon the Lenders request from time to time, the Borrower shall, and shall cause each
Guarantor to, permit the Lender to obtain appraisals conducted by such appraisers as are
satisfactory to the Lender and using a methodology similar in scope and nature as was undertaken on
behalf of the Lender prior to the effectiveness of this Agreement. Without limiting the foregoing,
the Lender may obtain periodic Inventory liquidation analyses performed by Hilco/Great American
Group or another liquidation analysis firm selected by the Lender; provided that the
expense for any such appraisals shall be borne by the Lender (except as provided in the final two
sentences of this clause), unless and until the Aggregate Outstandings exceed, or are anticipated
to exceed, $75,000,000. At any time after the Aggregate Outstandings exceed, or are anticipated to
exceed, $75,000,000, the Lender shall have the right to undertake two appraisals, at the Loan
Parties expense, in each twelve month period. After the occurrence and during the continuance of
an Event of Default, all such appraisals shall be undertaken at the Loan Parties expense.
(d) Upon the Lenders request from time to time, the Borrower shall, and shall cause each
Guarantor to, permit the Lender to conduct commercial finance audits of the Borrowers and
Guarantors books and records using a methodology similar in scope and nature as was undertaken on
behalf of the Lender prior to the effectiveness of this Agreement, providedthat the
expense for any such audits shall be borne by the Lender (except as provided in the final two
sentences of this clause), unless and until the Aggregate Outstandings exceed, or are anticipated
to exceed, $75,000,000. At any time after the Aggregate Outstandings exceed, or are anticipated to
exceed, $75,000,000, the Lender shall have the right to undertake two audits, at the Loan Parties
expense, in each twelve month period. After the occurrence and during the continuance of an Event
of Default, all such audits shall be undertaken at the Loan Parties expense.
(e) Intentionally Omitted.
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5-11. Additional Financial Information.
(a) In addition to all other information required to be provided pursuant to this Article 5,
the Borrower promptly shall provide the Lender (and shall cause each Guarantor and any other
guarantor of the Liabilities to also provide the Lender), with such other and additional
information concerning the Borrower or Guarantor, the Collateral, the operation of the Borrowers
or Guarantors business, and the Borrowers or Guarantors) financial condition, including original
counterparts of financial reports and statements, as the Lender may from time to time reasonably
request from the Borrower.
(b) The Borrower may provide the Lender, at the Lenders discretion, from time to time
hereafter, with updated projections of the Loan Parties anticipated performance and operating
results.
(c) In all events, the Borrower, no sooner than ninety (90) nor later than thirty (30) days
prior to the end of each of the Borrowers fiscal years, shall furnish the Lender with an updated
and extended balance sheet, income statement, cash flow statement (including an Availability
model), prepared on a monthly basis and which shall go out at least through the end of the then
next fiscal year. Together with such updated and extended projections, the Borrower shall deliver
to the Lender a description of the methodology and assumptions upon which the projections were
prepared.
(d) The Loan Parties each recognizes that all appraisals, inventories, analysis, financial
information, and other materials which the Lender may obtain, develop, or receive with respect to
the Loan Parties is confidential to the Lender and that, except as otherwise provided herein, no
Loan Party is entitled to receipt of any of such appraisals, inventories, analysis, financial
information, and other materials, nor copies or extracts thereof or therefrom.
5-12. Intentionally Omitted.Article 6  Use and Collection of Collateral:
6-1. Use of Inventory Collateral.
(a) The Borrower shall not, and shall cause each Guarantor not to engage in any sale of the
Inventory other than for fair consideration in the conduct of the Borrowers or Guarantors
business in the ordinary course (other than promotions, markdowns, and discounts in the ordinary
course of business) nor shall either engage in sales or other dispositions to creditors in
reduction or satisfaction of such creditors claims; sales or other dispositions in bulk; or any
use of any of the Inventory in breach of any provision of this Agreement. Notwithstanding the
foregoing, the Loan Parties may job-out end of season and slow-moving Inventory, provided that
the Inventory so disposed of does not exceed five percent (5%) of the Loan Parties aggregate
retail receipts in any fiscal year.
(b) No sale of Inventory shall be on consignment, approval, or under any other circumstances
such that, with the exception of the Loan Parties customary return policy applicable to the return
of inventory purchased by the Loan Parties retail customers in the
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ordinary course, such Inventory may be returned to the Loan Parties without the consent of the
Lender.
6-2. Adjustments and Allowances. A Loan Party may grant such allowances or other
adjustments to the such Loan Partys Account Debtors as the Loan Party, respectively, may
reasonably deem to accord with sound business practice, provided, however, the authority granted
the Loan Parties pursuant to this Section 6-2 may be limited or terminated by the Lender at any
time after the occurrence, and during the continuance, of an Event of Default in the Lenders
discretion.
6-3. Validity of Accounts.
(a) The amount of each Account shown on the books, records, and invoices of the Loan Parties
represented as owing by each Account Debtor is and will be the correct amount actually owing by
such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of
business) and shall have been fully earned by performance by such Loan Party.
(b) The Lender, from time to time (at the expense of the Borrower in each instance), may
verify the validity, amount, and all other matters with respect to the Receivables Collateral
directly with Account Debtors (including without limitation, by forwarding balance verification
requests to each Loan Partys Account Debtors), and with each Loan Partys accountants, collection
agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate
in full with the Lender and to provide the Lender with such information and materials as the Lender
may request), provided that, as long as no Event of Default exists and is continuing, the
form and content of any such verification letters shall be subject to the prior approval of the
Borrower (whose consent shall not be unreasonably withheld or delayed).
(c) No Loan Party has knowledge of any impairment of the validity or collectibility of any of
the Accounts (other than customary adjustments and chargebacks in the ordinary course of business)
and shall notify the Lender of any such fact immediately after a Loan Party becomes aware of any
such impairment.
(d) Except as set forth in EXHIBIT 6-3, no Loan Party shall post any bond to secure a Loan
Partys performance under any agreement to which a Loan Party is a party nor cause any surety,
guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party
(other than to the Lender) in the event of Loan Partys failure so to perform.
6-4. Notification to Account Debtors. The Lender shall have the right at any time
after the occurrence, and during the continuance, of an Event of Default, to notify any of a Loan
Partys Account Debtors to make payment directly to the Lender and to collect all amounts due on
account of the Collateral.
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Article 7  Cash Management. Payment of Liabilities:
7-1. Depository Accounts.
(a) Annexed hereto as EXHIBIT 7-1 is a Schedule of all present DDAs, which Schedule includes,
with respect to each depository (i) the name and address of that depository; (ii) the account
number(s) of the account(s) maintained with such depository; and (iii) a contact person at such
depository.
(b) To the extent not previously delivered to the Lender, the Borrower shall, and shall cause
each Guarantor to, deliver to the Lender, as a condition to the effectiveness of this Agreement:
(i) Notification, executed on behalf of the Borrower or Guarantor, as applicable, to each
depository institution with which any DDA is maintained (other than the Operating Account), in form
reasonably satisfactory to the Lender, of the Lenders interest in such DDA.
(ii) An agreement (generally referred to as a Blocked Account Agreement), in form reasonably
satisfactory to the Lender, with any depository institution at which a Blocked Account is
maintained.
(iii) An agreement, in form reasonably satisfactory to the Lender, with any depository
institution at which the Operating Account is maintained.
(c) No Loan Party will establish any DDA hereafter unless, contemporaneous with such
establishment, such Loan Party, delivers to the Lender an agreement (in form satisfactory to the
Lender) executed on behalf of the depository with which such DDA is being established.
7-2. Credit Card Receipts.
(a) Annexed hereto as EXHIBIT 7-2 is a Schedule which describes all arrangements to which each
Loan Party is a party with respect to the payment to such Loan Party, of the proceeds of all credit
card charges for sales by the Loan Party.
(b) To the extent not previously delivered to the Lender, the Borrower shall, and shall cause
each Guarantor to, deliver to the Lender, as a condition to the effectiveness of this Agreement,
notifications, executed on behalf of the Borrower or such Guarantor, as applicable, to each of the
Borrowers and Guarantors credit card clearinghouses and processors of notice (in form
satisfactory to the Lender), which notice provides that payment of all credit card charges
submitted by the Borrower or Guarantor to that clearinghouse or other processor and any other
amount payable to the Borrower or Guarantor by such clearinghouse or other processor shall be
directed to the Concentration Account or as otherwise designated from time to time by the Lender.
Neither the Borrower nor any Guarantor shall change such direction or designation except upon and
with the prior written consent of the Lender.
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7-3. The Concentration, Blocked, and Operating Accounts.
(a) The following checking accounts have been or will be established (and are so referred to
herein):
(i) The Concentration Account: Established by the Lender with Bank of America, N.A.
(ii) The Blocked Account: Established by the Borrower with Bank of America, N.A.
(iii) The Operating Account: Established by the Borrower with Bank of America, N.A.
(b) The contents of each DDA, of the Operating Account, and of the Blocked Account constitutes
Collateral and Proceeds of Collateral. The contents of the Concentration Account constitutes the
Lenders property.
(c) The Loan Parties:
(i) To the extent not previously delivered to the Lender,
contemporaneously with the execution of this Agreement, shall provide the Lender with such
agreement (generally referred to as a Blocked Account Agreement) of the depository with which the
Blocked Account is maintained as may be reasonably satisfactory to the Lender;
(ii) To the extent not previously delivered to the Lender,
contemporaneously with the execution of this Agreement, shall provide the Lender with such
agreement of the depository with which the Operating Account is maintained as may be reasonably
satisfactory to the Lender; and
(iii) Shall not establish any Blocked Account or Operating Account hereafter except upon not
less than thirty (30) days prior written notice to the Lender and the delivery to the Lender of a
similar such agreement.
(d) The Loan Parties shall pay all fees and charges of, and maintain such impressed balances
as may be required by the Lender or by any bank in which any account is opened as required hereby
(even if such account is opened by and/or is the property of the Lender).
7-4. Proceeds and Collection of Accounts.
(a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence
and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties for
the Lender; shall not be commingled with any of a Loan Partys other funds; and shall be deposited
and/or transferred only to the Blocked Account.
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(b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower
shall cause the, and shall cause each Guarantor to, ACH or wire transfer to the Blocked Account, no
less frequently than daily (and whether or not there is then an outstanding balance in the Loan
Account) of
(i) the then current contents of each DDA (other than the Operating Account), each such
transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be
maintained in the subject DDA by the bank at which such DDA is maintained); and
(ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto.
Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day
on which any such transfer is made.
(c) After the occurrence and during the continuance of a Cash Dominion Event, whether or not
any Liabilities are then outstanding, the Loan Parties shall cause the ACH or wire transfer to the
Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked
Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained
in the Blocked Account by the bank at which the Blocked Account is maintained.
(d) After the occurrence and during the continuance of a Cash Dominion Event, in the event
that, notwithstanding the provisions of this Section 7-4, a Loan Party receives or otherwise has
dominion and control of any Receipts, or any proceeds or collections of any Collateral, such
Receipts, proceeds, and collections shall be held in trust by such Loan Party for the Lender and
shall not be commingled with any of the Loan Partys other funds or deposited in any account of the
Loan Party other than as instructed by the Lender.
7-5. Payment of Liabilities.
(a) On each Business Day, the Lender shall apply, towards the Liabilities, the then collected
balance of the Concentration Account (net of fees charged, and of such impressed balances as may be
required by the bank at which the Concentration Account is maintained).
(b) The following rules shall apply to deposits and payments under and pursuant to this
Agreement:
(i) Funds shall be deemed to have been deposited to the Concentration Account on the Business
Day on which deposited, provided that notice of such deposit is available to the Lender by 2:00 PM
on that Business Day.
(ii) Funds paid to the Lender, other than by deposit to the Concentration Account, shall be
deemed to have been received on the Business Day when they are good and collected funds, provided
that notice of such payment is available to the Lender by 2:00PM on that Business Day.
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(iii) If notice of a deposit to the Concentration Account (Section 7-5(b)(i)) or payment
(Section 7-5(b)(ii)) is not available to the Lender until after 2:00PM on a Business Day, such
deposit or payment shall be deemed to have been made at 9:00 AM on the then next Business Day.
(iv) All deposits to the Concentration Account and other payments to the Lender are subject to
clearance and collection.
(c) All payments shall be applied First to pay Liabilities other than the principal
balance of the Loan Account; Second in reduction of Base Rate Loans until paid in full, and
Third in reduction of Eurodollar Loans until paid in full, together with any amounts which
become due as a result of such payment pursuant to Section 2-7(e) hereof; provided that at
the Borrowers option, as long as no Event of Default then exists, the Borrower shall have the
right, in lieu of making a prepayment on account of the Eurodollar Loans, to cause any amounts in
excess of the sums required to pay the Liabilities described in clauses First and
Second, above, to be deposited with the Lender and held as collateral for the Liabilities
and applied to the payment of the applicable Eurodollar Loans at the end of the current Interest
Periods applicable thereto, in order of maturity of such Interest Periods (or upon the occurrence,
and during the continuance, of an Event of Default, to the Liabilities in such order and manner as
the Lender, in its discretion, shall determine).
(d) The Lender shall transfer to the Operating Account any surplus in the Concentration
Account remaining after the application towards the Liabilities referred to in Section 7-5(a),
above (less those amount which are to be netted out, as provided therein) provided, however, in the
event that both (i) a Suspension Event has occurred and is continuing, and (ii) one or more L/Cs
are then outstanding, the Lender may establish a funded reserve of up to 103% of the aggregate
Stated Amounts of such L/Cs.
7-6. The Operating Account. Except as otherwise specifically provided in, or permitted
by, this Agreement, all checks shall be drawn by the Loan Parties upon, and other disbursements
shall be made by the Loan Parties solely from, the Operating Account. Until the occurrence, and
during the continuance, of an Event of Default, as provided in the agreement with the depository
with which the Operating Account has been established, the Lender shall not be entitled to exercise
any dominion or control over the funds in the Operating Account.
Article 8  Grant of Security Interest:
8-1. Grant of Security Interest. To secure the Borrowers prompt, punctual, and
faithful performance of all and each of the Liabilities, the Borrower hereby grants to the Lender a
continuing security interest in and to, and assigns to the Lender, (and ratifies and confirms the
Borrowers prior grant of a security interest to the Lender pursuant to the Existing Loan
Agreement, in and to) the following, and each item thereof, whether now owned or now due, or in
which the Borrower has an interest, or hereafter acquired, arising, or to become due, or in which
the Borrower obtains an interest, and all products, Proceeds, substitutions, and accessions of or
to any of the following (all of which, together with any other property in which the Lender may in
the future be granted a security interest, is referred to herein as the Collateral):
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(a) All Accounts and Accounts Receivable.
(b) All Inventory.
(c) All General Intangibles, including, without limitation, all Payment Intangibles.
(d) All Equipment.
(e) All Goods.
(f) All Fixtures.
(g) All Chattel Paper.
(h) All books, records, and information relating to the Collateral and/or to the operation of
the Borrowers business, and all rights of access to such books, records, and information, and all
property in which such books, records, and information are stored, recorded, and maintained.
(i) All Investment Property, Instruments, Documents, Deposit Accounts, policies and
certificates of insurance, deposits, impressed accounts, compensating balances, money, cash, or
other property.
(j) All Letter of Credit Rights and Supporting Obligations, (k) All Commercial Tort Claims.
(1) All insurance proceeds, refunds, and premium rebates, including, without limitation,
proceeds of fire and credit insurance, whether any of such proceeds, refunds, and premium rebates
arise out of any of the foregoing(8-l(a) through 8-l(k)) or otherwise.
(m) All liens, guaranties, rights, remedies, and privileges pertaining to any of the foregoing
(8-1 (a) through 8-1(1)), including the right of stoppage in transit.
provided that, the Collateral shall not include leases or licenses and rights thereunder to
the extent of enforceable anti-assignment provisions therein contained which have not been waived,
provided, however, that in no event shall the foregoing be construed to exclude from the security
interest created by this Agreement, proceeds or products of any such leases or licenses or any
accounts receivable or the right to payments due or to become due the Borrower under any such lease
or license.
8-2. Extent and Duration of Security Interest. This grant of a security interest is in
addition to, and supplemental of, any security interest previously granted by the Borrower to the
Lender and shall continue in full force and effect applicable to all Liabilities, until all
Liabilities have been paid and/or satisfied in full (other than indemnities not then due and
payable, which survive repayment of the Revolving Credit Loans and the L/Cs and termination of the
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Commitments) and the security interest granted herein is specifically terminated in writing by a
duly authorized officer of the Lender (which the Lender agrees to do upon payment and satisfaction
of all such Liabilities).
Article 9  Lender As Borrowers Attorney-In-Fact:
9-1. Appointment as Attorney-In-Fact. The Borrower hereby irrevocably constitutes and
appoints the Lender as the Borrowers true and lawful attorney, with full power of substitution,
exercisable only after the occurrence, and during the continuance, of an Event of Default, to
convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the
sole benefit of the Lender. The rights and powers granted the Lender by this appointment include
but are not limited to the right and power to:
(a) Prosecute, defend, compromise, or release any action relating to the Collateral.
(b) Sign change of address forms to change the address to which the Borrowers mail is to be
sent to such address as the Lender shall designate; receive and open the Borrowers mail; remove
any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such
mail either to the Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of
creditors of the Borrower, or other legal representative of the Borrower whom the Lender determines
to be the appropriate person to whom to so turn over such mail.
(c) Endorse the name of the Borrower in favor of the Lender upon any and all checks, drafts,
notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower on,
and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight
or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents
of title respectively relating to the Collateral.
(d) Sign the name of the Borrower on any notice to the Borrowers Account Debtors or
verification of the Receivables Collateral; sign the Borrowers name on any Proof of Claim in
Bankruptcy against Account Debtors, and on notices of lien, claims of mechanics liens, or
assignments or releases of mechanics liens securing the Accounts.
(e) Take all such action as may be necessary to obtain the payment of any letter of credit
and/or bankers acceptance of which the Borrower is a beneficiary.
(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any,
necessary to fulfill in whole or in part the purchase order of any customer of the Borrower.
(g) Use, license or transfer any or all General Intangibles of the Borrower.
9-2. No Obligation to Act. The Lender shall not be obligated to do any of the acts or
to exercise any of the powers authorized by Section 9-1 herein, but if the Lender elects to do any
such act or to exercise any of such powers, it shall not be accountable for more than it actually
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receives as a result of such exercise of power, provided that, if the Lender elects to use or
license any General Intangibles of the Borrower consisting of trademarks, copyrights or similar
property, the Lender shall use reasonable efforts to preserve and maintain any such trademark,
copyright or similar property (but nothing contained herein shall obligate the Lender to undertake
(or refrain from undertaking) any specific action with respect thereto). The Lender shall not be
responsible to the Borrower for any act or omission to act pursuant to Section 9-1, except to the
extent that the subject act or omission to act had been grossly negligent or in actual bad faith.
Article 10  Events of Default:
The occurrence of any event described in this Article 10 shall constitute an Event of
Default herein. Upon the occurrence of any Event of Default described in Section 10-12, any and
all Liabilities shall become due and payable without any further act on the part of the Lender.
Upon the occurrence, and during the continuance, of any other Event of Default, any and all
Liabilities shall become immediately due and payable, at the option of the Lender and without
notice or demand. The occurrence and continuance of any Event of Default shall also constitute,
without notice or demand, a default under all other Loan Documents, whether such Loan Documents now
exist or hereafter arise.
10-1. Failure to Pay Revolving Credit. The failure by the Borrower to pay any
principal amount when due under the Revolving Credit.
10-2. Failure To Make Other Payments. The failure by the Borrower to pay when due (or
upon demand, if payable on demand) any payment Liability within three (3) days of the date when due
other than the principal amount under the Revolving Credit.
10-3. Failure to Perform Covenant or Liability (No Grace Period). The failure by the
Borrower to promptly, punctually, faithfully and timely perform, discharge, or comply with any
covenant or Liability not otherwise described in Section 10-1 or Section 10-2 hereof, and included
in any of the following provisions hereof:
Section Relates to:
4-5 Location of Collateral
4-6 Title to Assets
4-7 Indebtedness
4-8(b) Insurance Policies
6 Use of Collateral
Article 7 Cash Management
10-4. Failure to Perform Covenant or Liability (Limited Grace Period). The failure by
the Borrower, upon three (3) days written notice by the Lender, to cure the Borrowers failure to
promptly, punctually and faithfully perform, discharge, or comply with any covenant under Sections
4-13, 4-22, 4-23, and Article 5 hereof.
10-5. Failure to Perform Covenant or Liability (Grace Period). The failure by the
Borrower, upon fifteen (15) days written notice by the Lender, to cure the Borrowers failure to
promptly, punctually and faithfully perform, discharge, or comply with any covenant hereunder
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or under any other Loan Document or with any Liability not described in any of Sections 10-1,
10-2,10-3 or 10-4 hereof.
10-6. Misrepresentation. Any representation or warranty at any time made by the
Borrower to the Lender is not true or complete in all material respects when given.
10-7. Default of Other Debt. The occurrence of any event such that any Indebtedness of
the Borrower to any creditor in excess of $10,000,000.00, other than the Lender, could then be
accelerated (whether or not the subject creditor takes any action on account of such occurrence),
provided that if such event is waived in writing by the holder of the Indebtedness prior to the
exercise of remedies by the Lender hereunder, the occurrence of such event shall not constitute an
Event of Default hereunder.
10-8. Default of Leases. The occurrence of any event such that any Lease or Leases of
the Borrower could then be terminated (whether or not any or all of the subject lessors take any
action on account of such occurrence) and such termination (individually or together with all other
such terminations) could reasonably likely have a Material Adverse Effect, provided that if
such event is waived in writing by the subject lessors prior to the exercise of remedies by the
Lender hereunder, the occurrence of such event shall not constitute an Event of Default hereunder.
10-9. Uninsured Casualty Loss. The occurrence of any uninsured loss, theft, damage, or
destruction of or to any material portion of the Collateral, having an aggregate value in excess of
$1,500,000.00.
10-10. Judgment. Restraint of Business.
(a) The entry of any uninsured judgment against the Borrower, in excess of $5,000,000.00,
individually or in the aggregate, which judgment is not satisfied (if a money judgment) or appealed
from (with execution or similar process stayed) within thirty (30) days of its entry.
(b) The entry of any order or the imposition of any other process having the force of law, in
either case applicable specifically to the Borrower, the effect of which is to restrain in any
material adverse way the conduct by the Borrower of its business in the ordinary course, which
order is not dissolved within ten (10) days of its imposition.
10-11. Business Failure. Any act by, against, or relating to the Borrower, or its
property or assets, which act constitutes the application for, consent to, or sufferance of the
appointment of a receiver, trustee, or other person, pursuant to court action or otherwise, over
all, or any material part of the Borrowers property; the granting of any trust mortgage or
execution of an assignment for the benefit of the creditors of the Borrower generally; the offering
by or entering into by the Borrower of any composition, extension, or any other arrangement seeking
relief generally from or extension of the debts of the Borrower; or the initiation of any judicial
or non-judicial proceeding or agreement by, against, or including the Borrower which seeks or
intends to accomplish a reorganization or arrangement with creditors, provided that, if
such proceeding is initiated against the Borrower, an Event of Default shall not arise hereunder
unless such proceeding is not timely contested in good faith by the Borrower by appropriate
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proceedings or, if so contested, is not dismissed within sixty (60) days of when initiated; and/or
the initiation by or on behalf of the Borrower of the liquidation or winding up of all or any
material part of the Borrowers business or operations.
10-12. Bankruptcy. The failure by the Borrower to generally pay the debts of the
Borrower as they mature; adjudication of bankruptcy or insolvency relative to the Borrower; the
entry of an order for relief or similar order with respect to the Borrower in any proceeding
pursuant to the Bankruptcy Code or any other federal bankruptcy law; the filing of any complaint,
application, or petition by the Borrower initiating any matter in which the Borrower is or may be
granted any relief from its debts generally pursuant to the Bankruptcy Code or any other insolvency
statute or procedure of general application; the filing of any complaint, application, or petition
against the Borrower initiating any matter in which the Borrower is or may be granted any relief
from its debts generally pursuant to the Bankruptcy Code or any other insolvency statute or
procedure of general application, which complaint, application, or petition is not timely contested
in good faith by the Borrower by appropriate proceedings or, if so contested, is not dismissed
within sixty (60) days of when filed.
10-13. Indictment  Forfeiture. The indictment of, or institution of any legal process
or proceeding against, the Borrower, under any federal, state, municipal, and other civil or
criminal statute, rule, regulation, order, or other requirement having the force of law where the
relief, penalties, or remedies sought or available include the forfeiture of any property of the
Borrower and/or the imposition of any stay or other order, the effect of which would reasonably be
expected to restrain in any material way the conduct by the Borrower of its business in the
ordinary course.
10-14. Default by Guarantor or Subsidiary. The occurrence of any of the foregoing
Events of Default with respect to any Guarantor of the Liabilities, or the occurrence of any of the
foregoing Events of Default with respect to any Subsidiary of the Borrower, as if such guarantor or
Subsidiary were the Borrower described therein.
10-15. Termination of Guaranty. The termination or attempted termination of any
Guaranty Agreement by any Guarantor of the Liabilities (other than in accordance with its terms or
as permitted by the Lenders).
10-16. Challenge to Loan Documents.
(a) Any challenge by or on behalf of the Borrower or any guarantor of the Liabilities to the
validity of any Loan Document or the applicability or enforceability of any Loan Document strictly
in accordance with the subject Loan Documents terms or which seeks to void, avoid, limit, or
otherwise adversely affect any security interest created by or in any Loan Document or any payment
made pursuant thereto.
(b) Any determination by any court or any other judicial or government authority that the Loan
Documents, taken as a whole, are not enforceable strictly in accordance with their terms or which
voids, avoids, limits, or otherwise adversely affects any security interest created by any Loan
Document or any payment made pursuant thereto.
10-17. Intentionally Omitted.
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10-18. Change in Control. Any Change in Control. Article 11  Rights and Remedies Upon
Default:
In addition to all of the rights, remedies, powers, privileges, and discretions which the
Lender is provided prior to the occurrence of an Event of Default, the Lender shall have the
following rights and remedies upon the occurrence, and during the continuance, of any Event of
Default.
11-1. Rights of Enforcement. The Lender shall have all of the rights and remedies of a
secured party upon default under the UCC, in addition to which the Lender shall have all and each
of the following rights and remedies:
(a) To collect the Receivables Collateral with or without the taking of possession of any of
the Collateral.
(b) To take possession of all or any portion of the Collateral.
(c) To sell, lease, or otherwise dispose of any or all of the Collateral, in its then
condition or following such preparation or processing as the Lender deems advisable and with or
without the taking of possession of any of the Collateral.
(d) To conduct one or more going out of business sales which include the sale or other
disposition of the Collateral.
(e) To apply the Receivables Collateral or the Proceeds of the Collateral towards (but not
necessarily in complete satisfaction of) the Liabilities.
(f) To exercise all or any of the rights, remedies, powers, privileges, and discretions under
all or any of the Loan Documents.
11-2. Sale of Collateral.
(a) Any sale or other disposition of the Collateral may be at public or private sale upon such
terms and in such manner as the Lender deems advisable, having due regard to compliance with any
statute or regulation which might affect, limit, or apply to the Lenders disposition of the
Collateral.
(b) The Lender, in the exercise of the Lenders rights and remedies upon default, may conduct
one or more going out of business sales, in the Lenders own right or by one or more agents and
contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the
Borrower. The Lender and any such agent or contractor, in conjunction with any such sale, may
augment the Inventory with other goods (all of which other goods shall remain the sole property of
the Lender or such agent or contractor). Any amounts realized from the sale of such goods which
constitute augmentations to the Inventory (net of an allocable share of the costs and expenses
incurred in their disposition) shall be the sole property of the Lender or such agent or contractor
and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any
interest therein.
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(c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a
type customarily sold on a recognized market (in which event the Lender shall provide the Borrower
with such notice as may be practicable under the circumstances), the Lender shall give the Borrower
at least ten (10) days prior written notice of the date, time, and place of any proposed public
sale, and of the date after which any private sale or other disposition of the Collateral may be
made. The Borrower agrees that such written notice shall satisfy all requirements for notice to the
Borrower which are imposed under the UCC or other applicable law with respect to the exercise of
the Lenders rights and remedies upon default.
(d) The Lender may purchase the Collateral, or any portion of it at any sale held under this
Article (to the extent permitted by applicable law).
(e) The Lender shall apply the proceeds of any exercise of the Lenders Rights and Remedies
under this Article 11 towards the Liabilities in the following order:
First: To all costs and expenses incurred by the Lender under this Agreement, or
any other Loan Document, including all Costs of Collection.
Second: To accrued and unpaid interest on the Revolving Credit Loans until all
accrued and unpaid interest on the Revolving Credit Loans has been paid in full.
Third: To the principal balance of the Revolving Credit Loans, until the unpaid
principal balance of the Revolving Credit Loans has been paid in full.
Fourth: To all fees due under this Agreement or any other Loan Document, until
the remaining balance of all fees (including L/C Fees, Line (Unused Fees)) have been paid in full.
Fifth: To all other Liabilities, including without limitation, on account of Bank
Products and Cash Management Services, until such Liabilities have been paid in full.
Sixth: As provided under applicable law, to each Person then entitled thereto.
11-3. Occupation of Business Location. In connection with the Lenders exercise of the
Lenders rights under this Article 11, the Lender may enter upon, occupy, and use any premises
owned or occupied by the Borrower, and may exclude the Borrower from such premises or portion
thereof as may have been so entered upon, occupied, or used by the Lender. The Lender shall not be
required to remove any of the Collateral from any such premises upon the Lenders taking possession
thereof, and may render any Collateral unusable to the Borrower. In no event shall the Lender be
liable to the Borrower for use or occupancy by the Lender of any premises pursuant to this Article
11, nor for any charge (such as wages for the Borrowers employees and utilities) incurred in
connection with the Lenders exercise of the Lenders Rights and Remedies, except for such charges
which are incurred as a result of the Lenders gross negligence or willful misconduct.
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11-4. Grant of Nonexclusive License. The Borrower hereby grants to the Lender a
royalty free nonexclusive irrevocable license, exercisable upon the occurrence, and during the
continuance, of an Event of Default, to use, apply, and affix any trademark, trade name, logo, or
the like in which the Borrower now or hereafter has rights, such license being with respect to the
Lenders exercise of the rights hereunder including, without limitation, in connection with any
completion of the manufacture of Inventory or sale or other disposition of Inventory. In exercising
its rights under such license, the Lender shall use reasonable efforts to preserve and maintain any
such trademark, trade name, or logo, but nothing contained herein shall obligate the Lender to
undertake (or refrain from undertaking) any specific action and the Lender shall, under no
circumstances, have any liability to the Borrower, except for such which are a result of the
Lenders gross negligence or willful misconduct.
11-5. Assembly of Collateral. The Lender may require the Borrower to assemble the
Collateral and make it available to the Lender at the Borrowers sole risk and expense at a place
or places which are reasonably convenient to both the Lender and Borrower.
11-6. Rights and Remedies. The rights, remedies, powers, privileges, and discretions
of the Lender hereunder (herein, the  Lenders Rights and Remedies) shall be cumulative and not
exclusive of any rights or remedies which it would otherwise have. No delay or omission by the
Lender in exercising or enforcing any of the Lenders Rights and Remedies shall operate as, or
constitute, a waiver thereof. No waiver by the Lender of any Event of Default or of any default
under any other agreement shall operate as a waiver of any other default hereunder or under any
other agreement. No single or partial exercise of any of the Lenders Rights or Remedies, and no
express or implied agreement or transaction of whatever nature entered into between the Lender and
any person, at any time, shall preclude the other or further exercise of the Lenders Rights and
Remedies. No waiver by the Lender of any of the Lenders Rights and Remedies on any one occasion
shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver.
All of the Lenders Rights and Remedies and all of the Lenders rights, remedies, powers,
privileges, and discretions under any other agreement or transaction are cumulative, and not
alternative or exclusive, and may be exercised by the Lender at such time or times and in such
order of preference as the Lender in its sole discretion may determine. The Lenders Rights and
Remedies may be exercised without resort or regard to any other source of satisfaction of the
Liabilities.
Article 12  Notices:
12-1. Notice Addresses. All notices, demands, and other communications made in respect
of this Agreement (other than a request for a loan or advance or other financial accommodation
under the Revolving Credit) shall be made to the following addresses, each of which may be changed
upon seven (7) days written notice to all others given by certified mail, return receipt requested:
If to the Lender:
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Bank of America, N.A. 100 Federal Street, 9th Floor Boston, Massachusetts 02110 Attention :
Christine Hutchinson
Vice President
Fax : (617) 790-1234
Email: christine.hutchinson@ bankofamerica.com
With a copy to:
Riemer & Braunstein LLP
Three Center Plaza
Boston, Massachusetts 02108
Attention : David S. Berman, Esquire
Fax : (617) 880-3456
Email: dberman@riemerlaw.com
If to the Borrower:
Aeropostale, Inc.
201 Willowbrook Blvd.
Wayne, New Jersey 07470
Attention : Joseph Pachella, VP and Treasurer
Fax : (201) 581-0399
Email: jpachella@aeropostale.com
With a Copy to:
Edward M. Slezak, Esquire
General Counsel
Aeropostale, Inc.
112 West 34* Street, 22nd Floor
New York, New York 10120
Fax: (646) 619-4873
Email: eslezak@aeropostale.com
12-2. Notice Given.
(a) Except as otherwise specifically provided herein, notices shall be deemed made and
correspondence received, as follows (all times being local to the place of delivery or receipt):
(i) By mail: the sooner of when actually received or three (3) days following deposit in the
United States mail, postage prepaid.
(ii) By recognized overnight express delivery: the Business Day following the day when sent.
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(iii) By Hand: If delivered on a Business Day after 9:00 AM and no later than three (3) hours
prior to the close of customary business hours of the recipient, when delivered. Otherwise, at the
opening of the then next Business Day.
(iv) By Facsimile or electronic transmission (which must include a header on which the party
sending such transmission is indicated): If sent on a Business Day after 9:00 AM and no later than
three (3) hours prior to the close of customary business hours of the recipient, one (1) hour after
being sent. Otherwise, at the opening of the then next Business Day.
(b) Rejection or refusal to accept delivery and inability to deliver because of a changed
address or Facsimile Number for which no due notice was given shall each be deemed receipt of the
notice sent.
Article 13  Term:
13-1. Termination of Revolving Credit. The Revolving Credit shall remain in effect
(subject to suspension as provided in Section 2-5(h) hereof) until the Termination Date.
13-2. Effect of Termination. On the Termination Date, the Borrower shall pay the
Lender (whether or not then due), in immediately available funds, all then Liabilities (other than
indemnities, not then due and payable, which survive repayment of the Revolving Credit Loans and
L/Cs and termination of the Commitments), including, without limitation: the entire balance of the
Loan Account; any accrued and unpaid Line (Unused) Fee; any payments due on account of the
indemnification obligations included in Section 2-9(e); and all unreimbursed costs and expenses of
the Lender for which the Borrower is responsible; and shall make such arrangements concerning any
L/Cs then outstanding are reasonably satisfactory to the Lender. Until such payment, all
provisions of this Agreement, other than those contained in Article 2 which place an obligation on
the Lender to make any loans or advances or to provide financial accommodations under the Revolving
Credit or otherwise, shall remain in full force and effect until all Liabilities (other than
indemnities, not then due and payable, which survive repayment of the Revolving Credit Loans and
L/Cs and termination of the Commitments) shall have been paid in full. The release by the Lender of
the security and other collateral interests granted the Lender by the Borrower hereunder may be
upon such conditions and indemnifications as the Lender may reasonably require to protect the
Lender against and chargebacks, credits, returned items and any other reversal of payments which
had been received by the Lender and applied toward such Liabilities.
Article 14  General:
14-1. Protection of Collateral. The Lender has no duty as to the collection or
protection of the Collateral beyond the safe custody of such of the Collateral as may come into the
possession of the Lender and shall have no duty as to the preservation of rights against prior
parties or any other rights pertaining thereto. With the Borrowers prior approval (which shall not
be unreasonably delayed or withheld), the Lender may include reference to the Borrower (and may
utilize any logo or other distinctive symbol associated with the Borrower) in connection with any
advertising, promotion, or marketing undertaken by the Lender.
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14-2. Successors and Assigns. This Agreement shall be binding upon the Borrower and
the Borrowers representatives, successors, and assigns and shall inure to the benefit of the
Lender and its successors and assigns, provided, however, no trustee or other fiduciary appointed
with respect to the Borrower shall have any rights hereunder. In the event that the Lender, in
accordance with the provisions of Section 2-23 hereof, assigns or transfers its rights under this
Agreement, the assignee shall thereupon succeed to and become vested with all rights, powers,
privileges, and duties of such assignor hereunder and such assignor shall thereupon be discharged
and relieved from its duties and obligations hereunder.
14-3. Severability. Any determination that any provision of this Agreement or any
application thereof is invalid, illegal, or unenforceable in any respect in any instance shall not
affect the validity, legality, or enforceability of such provision in any other instance, or the
validity, legality, or enforceability of any other provision of this Agreement.
14-4. Amendments. Course of Dealing.
(a) This Agreement and the other Loan Documents incorporate all discussions and negotiations
between the Borrower and the Lender, either express or implied, concerning the matters included
herein and in such other instruments, any custom, usage, or course of dealings to the contrary
notwithstanding. No such discussions, negotiations, custom, usage, or course of dealings shall
limit, modify, or otherwise affect the provisions thereof. No failure by the Lender to give notice
to the Borrower of the Borrowers having failed to observe and comply with any warranty or covenant
included in any Loan Document shall constitute a waiver of such warranty or covenant or the
amendment of the subject Loan Document.
(b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take
any action otherwise required hereby, upon and with the express prior written consent of the
Lender. No consent, modification, amendment, or waiver of any provision of any Loan Document shall
be effective unless executed in writing by or on behalf of the party to be charged with such
modification, amendment, or waiver (and if such party is the Lender, then by a duly authorized
officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in
reliance upon all representations and warranties theretofore made to the Lender by or on behalf of
the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be
rescinded in the event that any of such representations or warranties was not true and complete in
all material respects when given.
14-5. Power of Attorney. In connection with all powers of attorney included in this
Agreement, the Borrower hereby grants unto the Lender full power to do any and all things necessary
or appropriate in connection with the exercise of such powers as fully and effectually as the
Borrower might or could do, hereby ratifying all that said attorney shall do or cause to be done by
virtue of this Agreement. No power of attorney set forth in this Agreement shall be affected by any
disability or incapacity suffered by the Borrower and each shall survive the same. All powers
conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable
until this Agreement is terminated by a written instrument executed by a duly authorized officer of
the Lender.
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14-6. Application of Proceeds. Except as otherwise provided in Section 1 l-2(e)
hereof, the proceeds of any collection, sale, or disposition of the Collateral, or of any other
payments received hereunder, shall be applied towards the Liabilities in such order and manner as
the Lender determines in its sole discretion. The Borrower shall remain liable for any deficiency
remaining following such application.
14-7. Costs and Expenses of Lender.
(a) The Borrower shall pay on demand all Costs of Collection and all
reasonable expenses of the Lender in connection with the preparation, execution, and delivery of
this Agreement and of any other Loan Documents, whether now existing or hereafter arising, and all
other reasonable expenses which may be incurred by the Lender in preparing or amending this
Agreement and all other agreements, instruments, and documents related thereto, or otherwise
incurred with respect to the Liabilities, and all other costs and expenses of the Lender which
relate to the credit facility contemplated hereby.
(b) The Borrower shall pay on demand all costs and expenses (including reasonable attorneys
fees) incurred, following the occurrence, and during the continuance, of any Event of Default, by
the Lender in connection with the enforcement, attempted enforcement, or preservation of any rights
and remedies under this, or any other Loan Document, as well as any such costs and expenses in
connection with any workout, forbearance, or restructuring of the credit facility contemplated
hereby.
(c) The Borrower authorizes the Lender to pay all such fees and expenses and in the Lenders
discretion, to add such fees and expenses to the Loan Account.
(d) The undertaking on the part of the Borrower in this Section 14-7 shall survive payment of
the Liabilities and/or any termination, release, or discharge executed by the Lender in favor of
the Borrower, other than a termination, release, or discharge which makes specific reference to
this Section 14-7.
14-8. Copies and Facsimiles. This Agreement and all documents which relate thereto,
which have been or may be hereinafter furnished the Lender may be reproduced by the Lender by any
photographic, microfilm, xerographic, digital imaging, or other process, and the Lender may destroy
any document so reproduced. Any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding (whether or not the original is in existence
and whether or not such reproduction was made in the regular course of business). Any facsimile
which bears proof of transmission shall be binding on the party which or on whose behalf such
transmission was initiated and likewise shall be so admissible in evidence as if the original of
such facsimile had been delivered to the party which or on whose behalf such transmission was
received.
14-9. Massachusetts Law. This Agreement and all rights and obligations hereunder,
including matters of construction, validity, and performance, shall be governed by the laws of The
Commonwealth of Massachusetts.
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14-10. Consent to Jurisdiction.
(a) The Borrower agrees that any legal action, proceeding, case, or controversy against the
Borrower with respect to any Loan Document may be brought in the Superior Court of Suffolk County
Massachusetts or in the United States District Court, District of Massachusetts, sitting in Boston,
Massachusetts, as the Lender may elect in the Lenders sole discretion. By execution and delivery
of this Agreement, the Borrower, for itself and in respect of its property, accepts, submits, and
consents generally and unconditionally, to the non exclusive jurisdiction of the aforesaid courts.
(b) The Borrower WAIVES personal service of any and all process upon it, and irrevocably
consents to the service of process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by certified mail, postage prepaid, to the Borrower at
the Borrowers address for notices as specified herein, such service to become effective ten (10)
Business Days after such mailing.
(c) The Borrower WAIVES any objection based on forum non conveniens and any objection to venue
of any action or proceeding instituted in the aforesaid courts under any of the Loan Documents.
(d) Nothing herein shall affect the right of the Lender to bring legal actions or proceedings
in any other competent jurisdiction.
(e) The Borrower agrees that any action commenced by the Borrower asserting any claim or
counterclaim arising under or in connection with this Agreement or any other Loan Document shall be
brought solely in the Superior Court of Suffolk County Massachusetts or in the United States
District Court, District of Massachusetts, sitting in Boston, Massachusetts, and that such Courts
shall have exclusive jurisdiction with respect to any such action.
14-11. Indemnification. The Borrower shall indemnify, defend, and hold the Lender and
any employee, officer, or agent of the Lender (each, an Indemnified Person) harmless of and from
any claim brought or threatened against any Indemnified Person by the Borrower, any guarantor or
endorser of the Liabilities, or any other Person (as well as from reasonable attorneys fees and
expenses in connection therewith) on account of the relationship of the Borrower or of any other
guarantor or endorser of the Liabilities with the Lender (each, an Indemnified Claim) other than
any claim resulting from the gross negligence or willful misconduct of such Indemnified Person.
Each Indemnified Claim may be defended, compromised, settled, or pursued by the Indemnified Person
with counsel of the Lenders selection (and if such Indemnified Claim is brought by a Person other
than the Borrower, any guarantor or endorser of the Liabilities or any Affiliate of the Borrower,
after consultation with (but not approval of) the Borrower regarding the selection of such
counsel), but at the expense of the Borrower, provided that any Indemnified Claim may not be
settled without the consent of the Borrower (which shall not be unreasonably withheld or delayed)
if as the result of any such settlement the Borrower will be obligated to make any payment (other
than reimbursement of the reasonable costs and expenses of the Indemnified Person). This
indemnification shall survive payment of the Liabilities and/or any termination, release, or
discharge executed by the Lender in
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favor of the Borrower, other than a termination, release, or discharge which makes specific
reference to this Section 14-11.
14-12. Rules of Construction. The following rules of construction shall be applied in
the interpretation, construction, and enforcement of this Agreement and of the other Loan
Documents:
(a) Words in the singular include the plural and words in the plural include the singular.
(b) Titles, headings (indicated by being underlined or shown in SMALL Capitals) and
any Table of Contents are solely for convenience of reference; do not constitute a part of the
instrument in which included; and do not affect such instruments meaning, construction, or effect.
(c) The words includes and including are not limiting.
(d) Text which follows the words including, without limitation (or similar words) is
illustrative and not limitational.
(e) Except where the context otherwise requires or where the relevant subsections are joined
by or, compliance with any Section or provision of any Loan Document which constitutes a warranty
or covenant requires compliance with all subsections (if any) of that Section or provision. Except
where the context otherwise requires, compliance with any warranty or covenant of any Loan Document
which includes subsections which are joined by or may be accomplished by compliance with any of
such subsections.
(f) Text which is shown in italics, shown in bold, shown IN ALL CAPITAL LETTERS, or in any
combination of the foregoing, shall be deemed to be conspicuous.
(g) The words may not are prohibitive and not permissive, (h) The word or is not exclusive.
(i) Terms which are defined in one section of any Loan Document are used with such definition
throughout the instrument in which so defined.
(j) The symbol $ refers to United States Dollars.
(k) Unless limited by reference to a particular Section or provision, any reference to
herein, hereof, or within is to the entire Loan Document in which such reference is made.
(1) References to this Agreement or to any other Loan Document is to the subject instrument
as amended to the date on which application of such reference is being made.
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(m) Except as otherwise specifically provided, all references to time are to Boston time.
(n) In the determination of any notice, grace, or other period of time prescribed or allowed
hereunder:
(i) Unless otherwise provided (A) the day of the act, event, or default from which the
designated period of time begins to run shall not be included and the last day of the period so
computed shall be included unless such last day is not a Business Day, in which event the last day
of the relevant period shall be the then next Business Day and (B) the period so computed shall end
at 5:00 PM on the relevant Business Day.
(ii) The word from means from and including.
(iii) The words to and until each mean to, but excluding.
(iv) The word through means to and including.
(o) References to presently, currently, Second Amendment Effective Date of this
Agreement, and other similar expressions mean the date of this Agreement.
(p) The term upon the occurrence, and during the continuance, of an Event of Default, upon
the occurrence, and during the continuance, of Default Interest Event and any other similar term
means the occurrence of an Event of Default or a Default Interest Event which has not been (i)
waived by the Lender, or (ii) resolved to the reasonable satisfaction of the Lender. For purposes
hereof, an Event of Default shall be deemed resolved to the reasonable satisfaction of the Lender
if (A) the Lender has not theretofore exercised any of its rights and remedies on account of the
existence of such Event of Default, and (B) the matter giving rise to such Event of Default has
been fully remediated by the Borrower, provided, however, that (1) nothing contained herein shall
furnish the Borrower with any additional cure periods beyond those set forth in Article 10, if any,
prior to an event constituting an Event of Default, (2) notwithstanding the foregoing, any Event
of Default under Article 7, or Sections 10-1, 10-2, 10-11, or 10-12 hereof may only be waived by
the Lender and shall not ever be deemed resolved to the reasonable satisfaction of the Lender,
and (3) the Borrower may not resolve any occurrences which constitute Events of Default to the
reasonable satisfaction of the Lender on more than four (4) occasions in any fiscal year.
(q) The Loan Documents shall be construed and interpreted in a harmonious manner and in
keeping with the intentions set forth in Section 14-13 hereof, provided, however, in the event of
any inconsistency between the provisions of this Agreement and any other Loan Document, the
provisions of this Agreement shall govern and control.
14-13. Intent. It is intended that:
(a) This Agreement take effect as a sealed instrument.
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(b) The scope of the security interests created by this Agreement be broadly construed in
favor of the Lender.
(c) The security interests created by this Agreement secure all Liabilities, whether now
existing or hereafter arising.
(d) All reasonable costs and expenses (other than overhead costs) incurred by the Lender in
connection with its relationship with the Borrower shall be borne by the Borrower.
(e) Unless otherwise explicitly provided herein, the Lenders consent to any action of the
Borrower which is prohibited unless such consent is given may be given or refused by the Lender in
its reasonable discretion and without reference to Section 2-16 hereof.
14-14. Right of Set-Off. Any and all deposits (other than Trust Deposit Accounts) or
other sums at any time credited by or due to the Borrower from the Lender, or any participant (a
Participant) in the credit facility contemplated hereby or any from any Affiliate of the Lender,
or any Participant and any cash, securities, instruments or other property of the Borrower in the
possession of the Lender, any Participant or any such Affiliate, whether for safekeeping or
otherwise (regardless of the reason such Person had received the same) shall at all times
constitute security for all Liabilities and for any and all obligations of the Borrower to the
Lender or any Participant or any such Affiliate and may be applied or set off against the
Liabilities and against such obligations at any time, whether or not such are then due and whether
or not other collateral is then available to the Lender or any Participant or any such Affiliate.
14-15. Maximum Interest Rate. Notwithstanding anything to the contrary contained in
any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the MaximumRate).
If the Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Revolving Loans or, if it exceeds such unpaid
principal, refunded to the Borrower. In determining whether the interest contracted for, charged,
or received by the Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Liabilities hereunder.
14-16. Waivers.
(a) The Borrower (and all guarantors, endorsers, and sureties of the Liabilities) make each of
the waivers included in Section 14-16(b), below, knowingly, voluntarily, and intentionally, and
understands that the Lender, in entering into the financial arrangements contemplated hereby and in
providing loans and other financial accommodations to or for the account of the Borrower as
provided herein, whether not or in the future, is relying on such waivers.
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(b) THE BORROWER, AND EACH SUCH GUARANTOR, ENDORSER, AND SURETY RESPECTIVELY WAIVES THE
FOLLOWING:
(i) Except as otherwise specifically required hereby, and to the extent permissible under
applicable law, notice of non-payment, demand, presentment, protest and all forms of demand and
notice, both with respect to the Liabilities and the Collateral.
(ii) Except as otherwise specifically required hereby, and to the extent permissible under
applicable law, the right to notice and/or hearing prior to the Lenders exercising of the Lenders
rights upon default.
(iii) THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE LENDER IS OR
BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH
THE LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN RESPECT
OF, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER OR ANY OTHER PERSON AND THE LENDER (AND THE
LENDER LIKEWISE WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY).
(iv) Except to the extent that such may not be waived under applicable law, the benefits or
availability of any stay, limitation, hindrance, delay, or restriction with respect to any action
which the Lender may or may become entitled to take hereunder.
(v) Any defense, counterclaim, set-off, recoupment, or other basis on which the amount of any
Liability, as stated on the books and records of the Lender, could be reduced or claimed to be paid
otherwise than in accordance with the tenor of and written terms of such Liability.
(vi) Any claim against the Lender to consequential, special, or punitive damages.
14-17. Confidentiality. The Lender shall keep, and shall cause its officers,
directors, employees, affiliates and attorneys to keep, all financial statements, reports and other
proprietary information furnished to it by the Borrower, the Guarantor or their respective
Affiliates (hereinafter collectively, the Information) confidential and shall not disclose such
Information, or cause such Information to be disclosed, to any Person, provided, however, that (i)
the Information may be disclosed to the Lenders officers, directors, employees, affiliates,
attorneys and other advisors as need to know the Information in connection with the Lenders
administration of the Liabilities; (ii) the Information may be disclosed to any regulatory or other
governmental authorities having jurisdiction over the Lender as required in connection with the
exercise of their regulatory activity; (iii) the Information may be disclosed to any prospective
assignee or participant, who has agreed to be bound by the provisions of this Section 14-17; (iv)
the Information may be disclosed in connection with the enforcement of the Liabilities by the
Lender to the extent required in connection therewith; and (v) the Information may otherwise be
disclosed to the extent required by law. Notwithstanding anything herein to the contrary,
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Information shall not include, and Lender (and each employee, representative, or other agent of
the Lender) may disclose to any and all Persons without limitation of any kind, any information
with respect to the tax treatment and tax structure (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of
any kind (including options or other tax analyses) that are provided to the Lender (and each
employee, representative, or other agent of the Lender) relating to such tax treatment and tax
structure; provided, that with respect to any document or similar item that in either case contains
information concerning the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Revolving Credit, the L/Cs and other
transactions contemplated hereby.
14-18. Press ReleasesOnce the Borrower has filed this Agreement with the Securities
and Exchange Commission and disseminated a corresponding Press Release regarding this Agreement,
then Borrower consents to the publication by the Lender of advertising material relating to the
financing transactions contemplated by this Agreement using the Borrowers name, product
photographs, logo or trademark. The Lender shall provide a draft reasonably in advance of any
advertising material to the Borrower for review and comment prior to the publication thereof.
Subject to the conditions contained in this Section 14-18, the Lender reserves the right to provide
to industry trade organizations information necessary and customary for inclusion in league table
measurements.
14-19. No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby, the Loan Parties acknowledge and agree that: (i) the credit
facility provided for hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document) are an arms-length commercial transaction between the Loan Party, on the one hand,
and the Lender, on the other hand, and each of the Loan Parties is capable of evaluating and
understanding and understands and accepts the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents (including any amendment, waiver or other
modification hereof or thereof); (ii) in connection with the process leading to such transaction,
the Lender is and has been acting solely as a principal and is not the financial advisor, agent or
fiduciary, for the Loan Parties or any of their respective Affiliates, stockholders, creditors or
employees or any other Person; (iii) the Lender has not assumed and will not assume an advisory,
agency or fiduciary responsibility in favor of the Loan Parties with respect to any of the
transactions contemplated hereby or the process leading thereto, including with respect to any
amendment, waiver or other modification hereof or of any other Loan Document (irrespective of
whether the Lender has advised or is currently advising the Loan Parties or any of their respective
Affiliates on other matters) and the Lender has no any obligation to the Loan Parties or any of
their respective Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; (iv) the Lender and its
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Loan Parties and their respective Affiliates, and the Lender has no obligation to
disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v)
the Lender has not provided and will not provid
e any legal, accounting, regulatory or tax advice
with respect to any of the transactions contemplated hereby (including any amendment, waiver or
other modification hereof or of any other Loan Document)
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and each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate. Each of the Loan Parties hereby waives and releases, to
the fullest extent permitted by law, any claims that it may have against the Lender with respect to
any breach or alleged breach of agency or fiduciary duty.
14-20. USA PATRIOT Act Notice. The Lender hereby notifies the Loan Parties that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the Act), it is required to obtain, verify and record information that
identifies the Loan Parties, which information includes the name and address of each such Person
and other information that will allow the Lender to identify the Loan Parties in accordance with
the Act. Each of the Loan Parties is in compliance, in all material respects, with the Patriot Act.
No part of the proceeds of the Revolving Loans will be used by the Loan Parties, directly or
indirectly, for any payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of the
United States Foreign Corrupt Practices Act of 1977, as amended.
14-21. Existing Loan Agreement Amended and Restated. This Agreement shall amend and
restate the Existing Loan Agreement in its entirety. On the Second Amendment Effective Date, the
rights and obligations of the parties under the Existing Loan Agreement shall be subsumed within
and be governed by this Agreement; provided, however, that each of the Revolving Credit Loans (as
such term is defined in the Existing Loan Agreement) outstanding under the Existing Loan Agreement
on the Second Amendment Effective Date shall, for purposes of this Agreement, be included as
Revolving Credit Loans hereunder and each of the L/Cs (as defined in the Existing Loan Agreement)
outstanding under the Existing Loan Agreement on the Second Amendment Effective Date shall be L/Cs
hereunder.
[signature pages follow] -80-




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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date above
first written. This Agreement shall take effect as a sealed instrument.
AEROPOSTALE, INC.
(Borrower)
By: Name: Michael J. Cunningham Title: Executive Vice President and Chief Financial Officer
[Signature Page to Second Amended and Restated Loan and Security Agreement]




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BANK OF AMERICA, N.A.
(Lender)
By:
Name: Kathleen A. Dimock Title: Managing Director
[Signature Page to Second Amended and Restated Loan and Security Agreement]




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AMENDED AND RESTATED REVOLVING CREDIT NOTE
Bank of America, N.A.
Boston, Massachusetts
November 13, 2007
FOR VALUE RECEIVED, the undersigned, Aeropostale, Inc., Inc., a Delaware corporation with its
principal executive offices at 112 West 34th Street, New York, New York 10120 (the Borrower)
promises to pay to the order of Bank of America, N.A. (as assignee of Fleet Retail Finance Inc.
(Fleet) pursuant to that certain Assignment and Acceptance dated as of even date herewith by and
between Fleet, as Assignor, and Bank of America, N.A., as Assignee), a national banking association
with offices at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110 (hereinafter, with any
subsequent holder, a Lender) the aggregate unpaid principal balance of loans and advances made to
or for the account of the Borrower pursuant to the Revolving Credit established pursuant to the
Second Amended and Restated Loan and Security Agreement dated as of even date herewith (as such may
be amended hereafter, the Loan Agreement) among the Lender, the Guarantors party thereto, and the
Borrower, with interest at the rate and payable in the manner stated therein. All capitalized terms
used but not defined herein shall have the meaning set forth in the Loan Agreement.
This is a Revolving Credit Note to which reference is made in the Loan Agreement and is
subject to all terms and provisions thereof. The principal of, and interest on, this Revolving
Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration
as provided therein. This Revolving Credit Note replaces in its entirety that certain Revolving
Credit Note dated October 7, 2003 by the Borrower, in favor of Fleet.
The Lenders books and records concerning loans and advances pursuant to the Revolving Credit,
the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie
evidence of the indebtedness to the Lender hereunder.




---



##### 



No delay or omission by the Lender in exercising or enforcing any of the Lenders powers,
rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that
occasion nor on any other occasion. No waiver of any default hereunder shall operate as a waiver of
any other default hereunder, nor as a continuing waiver.
The Borrower waives presentment, demand, notice, and protest, and also waives any delay on the
part of the holder hereof; assents to any extension or other indulgence (including, without
limitation, the release or substitution of collateral) permitted by the Lender with respect to this
Revolving Credit Note and/or any collateral given to secure this Revolving Credit Note or any
extension or other indulgence with respect to any other liability or any collateral given to secure
any other liability of the Borrower.
This Revolving Credit Note shall be binding upon the Borrower and upon its successors,
assigns, and representatives, and shall inure to the benefit of the Lender and its successors,
endorsees, and assigns.
The liabilities of the Borrower, and of any endorser or guarantor of this Revolving Credit
Note, are joint and several, provided, however,
the release by the Lender of any one or more such Persons shall not release any other Person
obligated on account of this Revolving Credit Note. Each reference in this Revolving Credit Note to
the Borrower, any endorser, and any guarantor, is to such Person individually and also to all such
Persons jointly. No Person obligated on account of this Revolving Credit Note may seek contribution
from any other Person also obligated unless and until all liabilities, obligations and indebtedness
to the Lender of the Person from whom contribution is sought have been satisfied in full.
This Revolving Credit Note is delivered to the Lender at its offices in Boston, Massachusetts,
shall be governed by the laws of The Commonwealth of Massachusetts, and shall take effect as a
sealed instrument.
The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and
understands that the Lender in the establishment and maintenance of its relationship with the
Borrower contemplated by the within Revolving Credit Note, is relying thereon. THE BORROWER, TO THE
EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER OR OF ANY OTHER PERSON
LIABLE TO THE LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY-CASE
OR CONTROVERSY IN WHICH THE LENDER IS OR BECOMES A




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##### 



PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE
LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT
TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER, ANY SUCH PERSON, AND THE LENDER.
[Signature Page to Follow]




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##### 



Witness: BORROWER:
AEROPOSTALE, INC.
By:
Name: Michael J. Cunningham Title: Executive Vice President and Chief Financial Officer
10436753
Signature Page to Amended and Restated Revolving Credit Note




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##### 



RELATED ENTITIES
Other than the Guarantors, Aeropostale Canada, Inc.




---



##### 



Exhibit 4-3 Trade Names




---



##### 



Aeropostale JimmyZ
Exhibit 4-5
Locations, Leases, and Landlords (See Attached)




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##### 



Store# Store Name
Space#City State Zip Code Sq. Ft. Developer Developer Address
1 4 ADI            South
River            New Jersey 8810 315,000 LIT-Norihend
LLC 2100 Mckinney Avenue            Suite 700 Dallas            TX75201
5 Willowbrook Office 7th & 8th Floor
Wayne            New Jersey 7470 40,000 Willowbrook
Center 2 Daniel Road            Fairfield
NJ 7004
11 Franklin Mills Mall
Philadelphia            Pennsylvania 19154 4,865 Mills
Corporation 225 W Washington Street            Indianapolis
IN 46204
14 NYC Office            New
York            New
York 10017 59,121 Helmsley
Spear 60 East 42nd Street            NewYork
NY 10017
19 Arizona Mills Mall
Tempe            Arizona 85282 4,255 Mills
Corporation 225 W Washington Street            Indianapolis
IN 46204
20 Newport Center            Jersey
City            New Jersey 7307 3,385 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
22 Stoneridge Mall
Pleasanton            California 95466 3,709
Taubman 200 E Long Lake Road            Suite 300 Bloomfield
Hills            Ml 48303
23 Brtdgewater Commons
279 Bridgewater            New Jersey 8807
3,130 General Growth 110 N Waoker Dr.
Chicago            IL 6060625
25 Parmatown Mall
#4 Parmatown            Ohio 44129
3,017 RMS Investment Company 7899 W Ridgewood Drive
Parma            OH 44129
27 Great Northern Mall            North
Olmstead            Ohio 44070 3,423
Westfield 11601 Willshlre Boulevard            Los Angeles
CA 90025
28 Woodbridge Center
Woodbridge            New Jersey 7095 3,890 General
Growth 110 N Waoker Dr. Chicago
IL 60606
29
NanuetMatl
Nanuet            NewYork 10954 3,900 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
30 Staten Island Mall
#247A            Staten Island            NewYork 10314
3,724 General Growth 110 N Wacker Dr.
Chicago            IL 60606
31 Rockaway Townsquare Mall
#128 Rockaway            New Jersey 7866
3,621 Simon Property Group 225 W Washington S
treet
Indianapolis            IN 46204
34 The Mall at Greece Ridge
Rochester            NewYork 14626 3,132
Wllmorite 1265 Scotisville Road            Rochester
NY 14624
35 Ross Park Mall
Pittsburgh            Pennsylvania 15237 3,584 Simon
Property Group 225 w Washington Street            Indianapolis
IN 46204
36 The Mall at St Matthews
#1340 Louisville            Kentucky 40207
5,127 General Growth 110 N Wacker Dr.
Chicago            IL 60606
37 Cherry Hill Mall
#1230 Cherry Hill            New Jersey 8002
3,667 Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
38 Valley Fair Shopping Center
#B577 Santa Clara            California 95050
2,864 Westfield 11601 Willshire Boulevard            Los
Angeles            CA
90025 41
River Oaks Center            Calumet
City            Illinois 60409 2,778 Simon Property
Group 225 W Washington Street            Indianapolis
IN 4620443
43 Lycomlng Mall            US Rts. 220&180
Pennsdale            Pennsylvania 17756 3,519
Preit-Rubin 200 South Broad Street            Philadelphia
PA 1910246
46 Lehigh Valley Mall
Whitehall            Pennsylvania 18052 4,020
Kravco 225 W Washington Street            Indianapolis
IN 46204
48 South Hills Village
UpperStClair            Pennsylvania 15241 3,590 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
49 Hamilton
Mall            Mays Landing
New Jersey 8330 4,221 Kravco 225 W Washington
Street            Indianapolis            IN 46204
50 Square One Mall
Saugus            Massachusetts 1906 3,977 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
51 Dadeland Mall
Miami            Florida 33156 4,674 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
52 Sunrise Mall
Massapequa            NewYork 11758 3,290 General
Growth 110 N WackerDr. Chicago
IL 6060654
54 Manhattan Mall
NewYork            NewYork 10001 4,326
Vomado 210 Route4East            Paramus
NJ 7652
56 Washington Crown Center 1500 W. Chestnut Street
Washington            Pennsylvania
15301-5864 3,436
Preit-Rubin 200 South Broad Street            Philadelphia
PA 19102
57 Eastview Mall
#F9 Victor            NewYork 14564
3,600 Wilmorite 1265 Scottsville Road
Rochester            NY 14624
58 Garden State Plaza
#L1A            Paramus            NewJersey 7652
5,903 Westfield 11601 Willshlre Boulevard
LosAngeles            CA 90025
59 Marketplace Mall
Rochester            NewYork 14623 3,479
Wllmorite 1265 Scotisville Road            Rochester
NY 14624
60 Granite Run Mall
Media            Pennsylvania 19063 3,202 Simon
Property Group 225 w Washington Street            Indianapolis
IN 46204
62 Walden Galleria
L213 Buffalo            NewYork 14225
3,073 Pyramid 4 Clinton Square
Syracuse            NY 13202
63 Burlington Mall
C16A            Burlington            Massachusetts 1803
2,800 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
65 Del Amo Mall
#14 Torrance            California 90503
3,300 Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
66 Roosevelt Field Mall #1036&1037
Garden City            NewYork 11530 5,377 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
67 Smith Haven Mall
J03 Lake Grove            NewYork 11755
4,116 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
70 Emerald Square            D322
North Attleboro            Massachusetts 2760 2,853 Simon Property
Group 225 w Washington Street            Indianapolis
IN 46204
71 Twelve Oaks Mall            D181
Novi            Michigan 48377 2,799
Taubman 200 E Long Lake Road            Suite 300 Bloomfield
Hills            Ml 48303 75
75 Poughkeepsie Galleria
Poughkeepsie            NewYork 12601 3,409
Pyramid 4 Clinton Square            Syracuse
NY 13202
77 Hamilton Place
#267 Chattanooga            Tennessee 37421
2,593 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
78 Mall at Steamtown
Scranton            Pennsylvania 18503 4,645 Prizm Asset Mgt
Co 300 Lackawanna Avenue            Scranton
PA 18503
79 Pentagon City
#1028 Arlington            Virginia 22202
3,840 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
84 Gwinnett Place
Duluth            Georgia 30096 3,383 Simon
Property Group 225 w Washington Street            Indianapolis
IN 46204
85 Castleton Square
Indianapolis            Indiana 46250 4,030 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
86 Towne Center At Cobb
Kennesaw            Georgia 30144 4,098 Simon
Property Group 225 W Washington Street            Indianapolis
IN 46204
87 Crossgates Mall            D206A
Albany            NewYork 12203 3,317
Pyramid 4 Clinton Square            Syracuse
NY 13202
88 Scottsdale Fashion Square
#2129 Scottsdale            Arizona 85251
3,708 Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401
89 Jefferson Valley Mall
Yorktown Heights            NewYork 10598 3,384 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
90 Trumball Shopping Park
Trumball            Connecticut 6611 3,500
Westfield 11601 Willshlre Boulevard            LosAngeles
CA 90025
91 Concord Mall
Wilmington            Delaware 19803 3,600 Allied
Properties 4737 Concord Pike            Wilmington
DE 19803
92 Oxford Valley Mall
Langhome            Pennsylvania 19047 3,896
Kravco 225 W Washington Street            Indianapolis
IN 46204
93 Paramus Park Mall
#1675 Paramus            NewJersey 7652
4,240 General Growth 110 N WackerDr.
Chicago            IL 6060699
99 Kings Plaza
Brooklyn            NewYork 11234 4,895
Vomado 210 Route 4 East            Paramus
NJ 7652
100 Willowbrook Mall
#1126 Wayne            NewJersey 7470
4,296 General Growth 110 N Wacker Dr.
Chicago            IL 60606
102 Park City Center #C220
Lancaster            Pennsylvania 17601 3,786 General
Growth 110 N Wacker Dr. Chicago
IL 60606
103 Ohio Valley Mall #320
St Clairsville            Ohio 43950 3,567
Cafaro 2445 Belmont Ave            Youngstown
OH 44504
104 Los Cerritos Center
Cerritos            California 90703 3,900 Macerich
Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401
105 Monroeville
Mall            Monroeville
Pennsylvania 16146 3,845 CBL & Associates 2030 Hamilton
Place Blvd            Chattanooga            TN 37421
106 Natick Mall
Natick            Massachusetts 1760 3,726 General
Growth 110 N Wacker Dr. Chicago
IL 60606
109 Belden Village
Canton            Ohio 44718 3,945
Westfield 11601 Willshire Boulevard            LosAngeles
CA 90025
110 Dulles Town Center #220
Dulles            Virginia 20166 3,000
Lemer 11501 Huff Court            North Bethesda
MD 20895
111 Lakeside Mall            D129
Steriing Heights            Michigan 48313 3,500 General
Growth 110 N WackerDr. Chicago
IL 60606
112 Holyoke Mall at Ingleside
Holyoke            Massachusetts 1040 3,136
Pyramid 4 Clinton Square            Syracuse
NY 13202
113 Genesee Valley Center
Flint            Michigan 48507 4,500 The Mills
Corp 3341 S Linden Road            Flint
Ml 48507
114 Greenwood Park Mall
Indianapolis            Indiana 46142 3,406 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
115 Shoppingtown Mall
#229A            Dewitt            NewYork 13214
4,525 Macerich Company 401 Wilshire Boulevard            Suite 700
SantaMonica            CA 90401
116 University Park Mall
Mishawaka            Indiana 46545 3,634 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
117 Cross County Shopping Center
Yonkers            NewYork 10704 3,154 Marx
Realty & Improvement Co 401 Wilshire Boulevard            Suite 700
SantaMonica            CA 90401
120 St Charles Towne Center
Waldorf            Maryland 20603 3,369 Simon
Property Group 225 W Washington Street            Indianapolis
IN 46204
121 Fiesta Mall
#1250 Mesa            Arizona 85202
3,635 Macerich Company 401 Wilshire Boulevard            Suite 700
SantaMonica            CA 90401
123 Great Lakes Mall
#330 Mentor            Ohio 44060
3,482 S
imon Property Group 225 W Washington Street
Indianapolis            IN 46204
124 WestTownMall
#1156 Knoxvllle            Tennessee 37919
2,990 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204127
127 Edison Mail
Fort Meyers            Florida 33901 3,500 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
129 Quaker Bridge Mall
Lawrenceville            NewJersey 8608 3,222
Kravco 225 W Washington Street            Indianapolis
IN 46204
130 Livingston Mall #1022
Livingston            NewJersey 7039 4,351 Simon Property
Group 225 W Washington Street            Indianapolis
IN 46204
131 Ocean County Mall
#101L            Toms River            NewJersey 8753
3,645 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
132 Walt Whitman Mall
#1063 Huntington Station            NewYork 11746
4,354 Simon Properly Group 225 W Washington Street
Indianapolis            IN 46204




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##### 



133Tri-County Mail 0-9
Cincinnati            Ohio 45246 2,500 Jones Lang
LaSalle 3424 Peachtree Road NESuite 300
Atlanta            GA 30326
134MonmouthMall
Eatontown            New Jersey 7724 3,593 Vomado 210
Route 4 East            Paramus
NJ 7652
135 Montgomeiy
Mall            C1 & C2 North
Wales            Pennsylvania 19454 4,046 Kravco 225 W
Washington Street            Indianapolis
IN 46204
136White Plains #489 White
Plains            New York 10601 3,690 Mills Corporation 225 W Washington
Street            Indianapolis
IN 46204
137Willow Grove Park            Willow
Grove            Pennsylvania 19090 3,124 Preit-Rubin 200 South Broad
Street
Philadelphia            PA 19102
138Stonestown Galleria            San
Francisco            California 94132 3,581 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401
139Galleria at Crystal Run            D209
Middletown            New York 10940 3,599 Pyramid 4 Clinton
Square            Syracuse
NY 13202
140Carousel Center
Syracuse            NewYork 13290 3,070 Pyramid 4
Clinton Square            Syracuse
NY 13202
141Sun Valley Mall
Concord            California 94520 2,590 Taubman 200 E Long
Lake RoadSuite 300 Bloomfield
Hills            Ml 48303
142Hawthorn Center            G6UL            Vemon
Hills            Illinois 60061 3,268 Westfield 11601 Wiltshire
Boulevard            Los Angeles
CA 90025
143Stratford Square Mall            B20
Bloomingdale            Illinois 60108 2,557 The Mills
Corp 3225 N Central AvenueSuite 1205
Phoenix            KL 85012
144DeptfordMall
Deptford            New Jersey 8096 4,404 Kravco 225 W Washington
Street
Indianapolis            IN 46204
145Stamford Town Center
Stamford            Connecticut 6901 3,672 Taubman 200 E
Long Lake RoadSuite 300 Bloomfield
Hills            Ml 48303
146Woodfleld Mall            Q311
Schaumburg       
     Illinois 60173 5,124 Taubman 200 E Long
Late RoadSuite 300 Bloomfield
Hills            Ml 48303
147Fox Valley Shopping Center
Aurora            Illinois 60504 4,086 Westfield
11601 Willshire Boulevard            Los Angeles
CA 90025
148Danbury Fair Mall
Danbury            Connecticut 6810 4,827 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401
149Eastern Hills Mall
Wllliamsville            New York 14221 3,550 Simon Property Group 225 W
Washington Street            Indianapolis
IN 46204
150Freehold Raceway Mall
Freehold            New Jersey 7728 2,981 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401
151Silver City Galleria Mall
Taunton            Massachusetts 2780 3,127 General Growth
HONWackerDr. Chicago
IL 60606
152Christiana Mall
Newark            Delaware 19702 4,875 General Growth
HONWackerDr. Chicago
IL 60606
153Columbia Mall #153
Columbia            Maryland 21044 4,000 General Growth 110 N Wacker
Dr. Chicago
IL 60606
154Menlo Park Mall
Edison            New Jersey 8837 4,000 Simon Property Group 225 W Washington
Street
Indianapolis            IN 46204
157Southlake Mall
Merrillville            Indiana 46410 4,598 Westfield 11601
Willshire Boulevard            Los Angeles
CA 90025
158Boulevard Mall
Amherst            NewYork 14226 4,731 Forest City Enterprises 100
Terminal Tower            Cleveland
OH 44113
159Fairfleld Mall
Beavercreek            Ohio 45431 3,731 Giimcher Properties Ltd 150 East Gay
Street            Columbus
OH 43215
160Lynnhaven Mall            D06A            Virginia
Beach            Virginia 23452 3,330 General Growth
HONWackerDr. Chicago
IL 60606162
162 Seminole Towne Center
Sanford            Florida 32771 3,213 Simon Properly
Group 225 W Washington Street            Indianapolis
IN 46204164
164 Chesterfield Towne Center
Midlothian            Virginia 23235 5,240 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401
166Queen Center
Elmhurst            NewYork 11373 3,823 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401
167Great Northern Mall
Clay            NewYork 13041
 3,091 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401169
169 Sangertown Mall            G02 New
Hartford            Connecticut 13413 3,500 Pyramid 4 Clinton
Square            Syracuse
NY 13202
171Westmoreland Mall #218
Greensburg            Pennsylvania 15601 2,838 CBL & Associates 2030
Hamilton Place Blvd            Chattanooga
TN 37421
172DoverMall
Dover            Delaware 19901 4,274 General Growth
HONWackerDr. Chicago
IL 60606
174Green Acres Mall
ValleyStream            NewYork 11581 6,056 Vomado 210 Route4
East            Paramus
NJ 7652
175Tippecanoe Mall
Lafayette            Indiana 47905 4,633 Simon Property Group 225 W Washington
Street
Indianapolis            IN 46204
176Fox Run Mall #1
Newington            New Hampshire 3801 3,670 Jones Lang
LaSalle 3424 Peachtree Road NESuite 300
Atlanta            GA 30326
177Pyramid Mall Ithaca            B07
Ithaca            NewYork 14850 3,533 Pyramid 4 Clinton
Square            Syracuse
NY 13202
178Hudson Valley Mall
Kingston            NewYork 12401 3,600 Pyramid 4
Clinton Square            Syracuse
NY 13202183
183 Metrocenter Mall
Phoenix            Arizona 85051 3,702 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401134
184 Palisades Center            B203
WestNyack            NewYork 10994 3,549 Pyramid 4 Clinton
Square            Syracuse
NY 13202
185 South Shore Mall            Bay
Shore            NewYork 11706 3,593 Westfield 11601
Willshire Boulevard            Los Angeles
CA 90025
186Owings Mills Mall 1106
OwlngsMills            Maryland 21117 3,017 General Growth 110 N
WackerDr. Chicago
IL 60606
188Stones River Mall
Murfreesboro            Tennessee 37129 3,000 General Growth
HONWackerDr. Chicago
IL 60606
189Southland Shopping Center 1290
Taylor            Michigan 48180 3,500 General Growth 110 N
WackerDr. Chicago
IL 60606
190Dayton Mall 252
Dayton            Ohio 45459 3,720 Giimcher Properties Ltd 150 East Gay
Street            Columbus
OH 43215
192The Pavillions at Buckland Hills 1138
Manchester            Connectic
ut 6040 4,000 General Growth
HONWackerDr. Chicago
IL 60606
193Exton Square Mall 2005
Exton            Pennsylvania 19341 3,360 Preit-Rubin 200 South Broad
Street
Philadelphia            PA 19102
194Mall of New Hampshire            W123
Manchester            New Hampshire 3103 3,633 Simon Property Group 225 W
Washington Street
Indianapolis            IN 46204
195Crystal Mall            R207
Watertord            Connecticut 63B5 2,842 Simon Property Group 225 W Washington
Street
Indianapolis            IN 46204
196Springfield Mall            GG10
Springfield            Virginia 22150 3,077 Vomado 210 Route
4 East            Paramus
NJ 7652
197Annapolis Mall
Annapolis            Maryland 21401 3,974 Westfield 11601
Willshire Boulevard            Los Angeles
CA 90025
198Orland Square Shopping Center            B11
Chicago            Illinois 60462 3,081 Simon Property Group 225 W
Washington Street            Indianapolis
IN 46204
200Northshore Mall            E155
Peabody            Massachusetts 1960 3,467 Simon Property Group 225 W
Washington Street            Indianapolis
IN 46204
201Southern Park Mall 725
Youngstown            Ohio 44512 2,787 Simon Property Group 225 W
Washington Street            Indianapolis
IN 46204
202Great Lakes Crossing 859 Auburn
Hills            Michigan 4B326 3,184 Taubman 200 E Long Lake
RoadSuite 300 Bloomfield
Hills            Ml 48303
203Northwoods Mall            G532
Charleston            South Carolina 29406 4,072 CBL & Associates 2030
Hamilton Place Blvd            Chattanooga
TN 37421
204Mall of America            N118
Bloomington            Minnesota 55425 4,077 Simon Property Group 225 W
Washington Street            Indianapolis
IN 46204
205Century Mall III 629
WestMifflin            Pennsylvania 15123 3,107 Simon Property Group 225 W
Washington Street            Indianapolis
IN 46204
206HanesMall            AL-120 Winston
Salem            North Carolina 27103 3,961 CBL & Associates 2030 Hamilton Place
Blvd            Chattanooga
TN 37421
207Rivertown Crossing 2048
Grandville            Michigan 49418 3,549 General Growth 110 N
WackerDr. Chicago
IL 60606
208Providence Place            B307
Providence            Rhode Island 2903 3,090 General Growth 110 N
WackerDr. Chicago
IL 60606
209Meriden Square Mall 4068
Meriden            Connecticut 6451 3,436 Westfield 11601
Willshire Boulevard            Los Angeles
CA 90025
214Southpark Center            DL-408
Strongsville            Ohio 44136 3,424 Westfield 11601
Willshire Boulevard            LosAngeles
CA 90025
215Glenbrook Square Mall            E6
FortWayne            Indiana 46805 3,467 General Growth 110 N Wacker
Dr. Chicago
IL 60606
216Market Place Shopping Center 340
Champaigne            Illinois 61820 3,826 General Growth 110 N
WackerDr. Chicago
IL 60606
218Summit Mall 258A
Akron            Ohio 44333 3,139 Simon Properly Group 225 W
Washington Street            Indianapolis
IN 46204
219Eastwood Mall 652
Niles            Ohio 44446 3,500 Calaro 2445 Belmont
Ave            Youngstown
OH 44504
220College Mall            M13A
Bloomington            Indiana 47401 3,523 Simon Property Group 225 W
Washington Street            Indianapolis
IN 46204
221MuncieMall            L05
Muncie            Indiana 47303 3,698 Simon Properly Group 225 W
Washington Street            Indianapolis
IN 46204
222Plymouth Meeting Mall 2100
Plymouth            Pennsylvania 19462 3,083 Preit-Rubin 200 South
Broad Street            Philadelphia
PA 19102
223Haywood Mall 2045
Greenville            South Carolina 29605 3,442 Simon Properly Group 225 W
Washington Street            Indianapolis
IN 46204
224Jersey Gardens 2076
Elizabeth            New Jersey 7201 2,543 Giimcher Properties Ltd 150 East Gay
Street            Columbus
OH 43215
225Knoxville Center Mall 2187
Knoxvllle            Tennessee 37924 3,019 Simon Property Group 225 W
Washington Street            Indianapolis
IN 46204
226Meridian Mall 243
Lansing            Michigan 48864 3,630 CBL & Associates 2030
Hamilton Place Blvd            Chattanooga
TN 37421
227Franklin Park Mall 520
Toledo            Ohio 43623 3,835 Westfield 11601
Willshire Boulevard            LosAngeles
CA 90025
228Potomac Mills Center 247
Woodbridge            Virginia 22192 3,561 Mills Corporation 225 W
Washington Street            Indianapolis
IN 46204
229Coventry Mail            C8
Pottslown            Pennsylvania 19465 2,958 Stoltz Management            Routes 724 &
100 Pottstown
PA 19465
230Coolsprings Galleria 2430
Franklin            Tennessee 37067 2,418 CBL & Associates 2030 Hamilton
Place Blvd            Chattanooga
TN 37421
231Fairlane Town Center            N314
Dearborn            Michigan 48126 3,047 Taubman 200 E Long Lake
RoadSuite 300 Bloomfield
Hills            Ml 48303233
233 Colonial Mall Gadsden 47
Gadsden            Alabama 35901 3,165 Preit-Rubin 200 South
Broad Street            Philadelphia
PA 19102




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##### 



234 Colonial Park Mall 15 Harrisburg
Pennsylvania 17109 3,125 Glimcher Properties
Ltd 150 East Gay
StreetColumbus            OH 43215
235 Hickory Hollow Mall 2111/2113 Antioch
Tennessee 37013 3,597 CBL &
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
236 Pheasant Lane Mall            E145 Nashua            New
Hampshire 3060 2,630 Simon Property
Group 225 W Washington
StreetIndianapolis            IN 46204
237 Beaver Valley Mall 640 Monaca
Pennsylvania 16061 4,000
Preit-Rubin 200 South Broad
StreetPhiladelphia            PA 19102
238 Honey Creek            B2 Terre Haute
Indiana 44310 3,667 CBL 8,
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
239 BiverGate Mall            A6A            Goodletlsville
Tennessee 37072 3,452 CBL &
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
240 Cary Town Center            E4428 Raleigh            North
Carolina 27511 2,567 CBL &
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
242 Grand Central Mall 273 Vienna
WestVirginia 26105 2,712 Glimcher Properties
Ltd 150 East Gay
StreetColumbus            OH 43215
243 Mall at Johnson City 17 Johnson City
Tennessee 37601 3,055 Glimcher Properties
Ltd 150 East Gay
StreetColumbus            OH 43215
244 Maplewood Mall 2012 Maplewood
Minnesota 55109 2,974 Simon Property
Group 225 W Washington
StreetIndianapolis            IN 46204
245 Chesterfield Mall            BL220 Chesterfield
Missouri 63017 3,208
Westfleld 11601 Willshire
BoulevardLos Angeles            CA 90025
246 Chapel Hill Mall 339 Akron
Ohio 44310 3,418 CBL 8,
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
247 Fashion Square Mall            C312 Saglnaw
Michigan 48604 3,009 CBL &
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
248 Wilton Mall            E18 Saratoga Springs            New
York 12866 2,467 Macerich Company 401 Wllshire Boulevard            Suite
700 Santa Monica            CA 90401
249 Ashevllle Mall            L42 Asheville            North
Carolina 28805 3,363 CBL &
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
250 Burnsville Center 1044 Bumsville
Minnesota 55306 2,676 CBL &
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
251 EastlandMall 64 Evansville
Indiana 47715 3,310 Simon Property
Group 225 W Washington
StreetIndianapolis            IN 46204
252 Opry Mills 476 Nashville
Tennessee 37214 3,590 Mills
Corporation 225 W Washington
StreetIndianapolis            IN 46204
253 Crestwood Mall 436 St Louis
Missouri 63126 2,570
Westfield 11601 Willshire
BoulevardLos Angeles            CA 90025
254 Mid Rivers 1252 St Peters
Missouri 63376 3,133
Westfield 11601 Willshire
BoulevardLos Angeles            CA 90025
255 Charlestown Mall            C214 St Charles
Illinois 60174 3,016 Forest City
Enterprises 100 Terminal
TowerCleveland            OH 44113
256 Independence Mall            D114 Kingston
Massachusetts 2364 3,081
Pyramid 4 Clinton
SquareSyracuse            NY 13202
257 Circle Centre Mall            F16 Indianapolis
Indiana 46225 3,632 Simon Property
Group 225 W Washington
StreetIndianapolis            IN 46204
258 Tysons Corner Center            G5U            McLean
Virginia 22102 3,578 Macerich Company 401 Wilshire Boulevard
Suite 700 Santa Monica            CA 90401
259 Arundel Mills 211 Hanover
Maryland 21076 3,088 Mills
Corporation 225 W Washington
StreetIndianapolis            IN 46204
260 Amot Mall            N9 Horsehead            New
York 14844 3,000 Amot
Realty 3300 Chambers Road
SouthHorsehead            NY 14845
261 Morgantown 613 Morgantown
WestVirginia 26501 2,870 Glimcher Properties
Ltd 150 East Gay
StreetColumbus            OH 43215
262 Arbor Place 1180 Douglassville
Georgia 30315 3,237 CBL &
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
263 Governors Square 2170 Tallahassee
Florida 32301 3,024 General
Growth 110 N Wacker
Dr.Chicago            IL 60606
264 Colonial Mall at Macon 18 Macon
Georgia 31206 3,120 Colonial Properties 2101 6th Ave North
Suite 750 Birmingham            AL 35203
265 Miller Hill            JOB            Duluth
Minnesota 55811 2,842 Simon Property
Group 225 W Washington Street
        .Indianapolis            IN 46204
266 Merle Hay Mall 912 Des Moines
Iowa 50310 3,456 The Mills
Corp 3850 Merle Hay Road
Siute 101Des Moines            IA 50310
268 OakCourt 1130 Memphis
Tennessee 38117 4,000 Simon Property
Group 225 W Washington
StreetIndianapolis            IN 46204
269 Four Seasons Mall 209 Green
sboro            North
Carolina 27407 3,585 General
Growth 110 N Wacker
Dr.Chicago            IL 60606
271 Harford Mall            W4 Belair
Maryland 21014 3,243 CBL &
Associates 2030 Hamilton Place
BlvdChattanooga            TN 37421
272 University Mall 112 Tuscaloosa
Alabama 35405 3,539 Aronov Realty
Management 3500 Eastern
BlvdMontgomery            AL 36116
273 Meadowbrook Mall 640 Bridgeport
WestVirginia 26330 3,325
Cafaro 2446 Belmont
AveYoungstown            OH 44504
274 SanduskyMall 327 Sandusky
Ohio 44870 3,457
Cafaro 2445 Belmont
AveYoungstown            OH 44504
275 Eastland Mall 1055 Bloomington
Illinois 61701 4,211 Copaken White Blitt
1100Walnut            Suite 2000 Kansas
City            MO 64106
277 Brass Mill 1128 Waterbury
Connecticut 6706 3,759 General
Growth 110 N Wacker
Dr.Chicago            IL 60606
278 White Marsh 2035 Baltimore
Maryland 21236 3,265 General
Growth 110 N Wacker
Dr.Chicago            IL 60606
280 Concord Mills 699 Concord            North
Carolina 28027 3,051 Mills
Corporation 225 W Washington
StreetIndianapolis            IN 46204 281 Kennedy Mall 566 Dubuque
Iowa 52002 3,745
Cafaro 2445 Belmont
AveYoungstown            OH 44504
282 Augusta Mall 1131 Augusta
Georgia 30909 3,242 General
Growth 110 N Wacker
Dr.Chicago            IL 60606
283 Independence Mall 1093 Wilmington            North
Carolina 28403 3,216
Westfield 11601 Willshire
BoulevardLos Angeles            CA 90025
284 Colonial Myrtle Beach            D9 Myrtle Beach            South
Carolina 29572 3,438 Colonial Properties 2101 6th Ave North            Suite
750 Birmingham            AL 35203
285 Colonial Mall Greenville            D4 Greenville            North
Carolina 27858 2,895 Colonial Properties 2101 6th Ave North            Suite
750 Birmingham            AL 35203
286 Richland Mall            A7 Mansfield
Ohio 44906 3,500
Westfield 11601 Willshire
BoulevardLos Angeles            CA 90025
287 North Dartmouth Mall 1360 North Dartmouth
288 Massachusetts 2747 3,300
Preit-Rubin 200 South Broad
StreetPhiladelphia            PA 19102288
Eastland Mall            B8 Columbus
Ohio 43232 4,560 Glimcher Properties
Ltd 150 East Gay
StreetColumbus            OH 43215
289 Woodland Mall 1A            Grand Rapids
Michigan 49512 3,615 Taubman 200 E Long Lake Road
Suite 300 Bloomfield Hills            Ml 48303
290 Valley Hills Mall 230 Hickory            North
Carolina 28602 3,699 General
Growth 110 N Wacker
Dr.Chicago            IL 60606
291 Riverchase Galleria            V2 Birmingham
Alabama 35244 3,089 General
Growth 110N Wacker
Dr.Chicago            IL 60606
292 Westroads            Omaha
Nebraska 68114 4,022 General
Growth 110 N Wacker
Dr.Chicago            IL 60606
293 Tanger Factory Outlet Center-NY 304 Rivertiead            New
York 11901 3,860 Tanger Properties, L.P. 3200 Northline Avenue            Suite
360 Greensboro            NC 27408
294 Springfield Mall 10BU            Springfield
Pennsylvania 19064 3,071
Kravco 225 W Washington
StreetIndianapolis            IN 46204297
292 Macomb Mall 240/250 Roseville
Michigan 48066 3,000 Macomb
Association 25 W 39th StreetNew
York            NY 10018
299 Mall of Louisiana 2186 Baton Rouge
Louisiana
70836 3,369 General
Growth 110 N Wacker
Dr.Chicago            IL 60606
300 River Hills Mall 308 Mankato
Minnesota 56001 3,044 General
Growth 110 N Wacker
Dr.Chicago            IL 60606
301 Colonial Mall Bel Aire            C19 Mobile
Alabama 36606 2,846 Colonial Properties 2101 6th Ave North
Suite 750 Birmingham            AL 35203
303 Northtown Mall            H19 Blaine
Minnesota 55434 3,600 Glimcher Properties Ltd 150 East Gay Street
Columbus OH 43215
304 Bangor Mall E6 Bangor Maine 4401 3,514 Kravco 225 W Washington Street Indianapolis IN 46204
305 Oakdale Suite 76 Johnson City New York 13790 2,827 Vomado 210 Route 4 East Paramus NJ 7652
306 Independence Center G07 Independence Missouri 64057 3,800 Simon Property Group 225 w Washington
Street Indianapolis IN 46204
307 Polaris 2094 Columbus Ohio 43240 3,243 Glimcher Properties Ltd 150 East Gay Street Columbus OH
43215
308 South County Mall 51 St Louis Missouri 63129 3,861 Westfield 11601 Willshire Boulevard Los
Angeles CA 90025
309 Midway Mall F36 Elyria Ohio 44035 3,036 Westfield 11601 Willshire Boulevard Los Angeles CA
90025
310 Valley View Mall LB40 Roanoke Virginia 24012 2,920 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga TN 37421
311 West Ridge Mall G13A Topeka Kansas 66604 3,093 Simon Property Group 225 W Washington Street
Indianapolis IN 46204
312 McKinley Mall 807 Buffalo New York 14219 3,372 zamias 300 Market Street Johnstown PA 15901
313 Maine Mall W11 Portland Maine 4106 3,370 General Growth 110 N Wacker Dr. Chicago IL 60606
314 Cherry Vale Mall F129 Rockford Illinois 61112 3,438 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga TN 37421
315 St Clalr Square 106 Fairvlew Heights Illinois 62208 4,041 CBL & Associates 2030 Hamilton Place
Blvd Chattanooga TN 37421
316 Cross Creek Mall TB7 Fayetteville North Carolina 28303 3,858 CBL & Associates 2030 Hamilton
Place Blvd Chattanooga TN 37421
317 Charleston Town Center 2105 Charleston WestVirginia 25389 2,849 Forest City Enterprises 100
Terminal Tower Cleveland OH 44113
318 MayfairMall 865 Wauwatosa Wisconsin 53226 3,023 General Growth 110 N WackerDr, Chicago IL 60606
319 White Oaks Mall C10 Springfield Illinois 62704 3,623 Simon Property Group 225 W Washington
Street Indianapolis IN 46204
330 Park Plaza Mall Little Rock Arkansas 72205 2,910 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga TN 37421
331 The Hanover Mall 113 Hanover Massachusetts 2339 3,000 Weiner 1775 Washinton Street Hanover MA
2339
332 Chicago Ridge Chicago Illinois 60415 3,509 Shopco Advisory Corp. 1250Braodway New York NY 10001




---



##### 



333 Washington Square166
Indianapolis            Indiana 46229 3,016 Simon Properly
Group 225 W Washington Street            Indianapolis            IN
46204
334 Ashland Town Center468
Ashland            Kentucky 41101 3,354 Glimcher Properties
Lid 150 East Gay Street            Columbus            OH 43215
335 River Valley Mall
Lancaster            Ohio 43130 3,200 Glimcher
Properties Ltd 150 East Gay Street            Columbus
OH 43216
336 Logan Valley Mall944
Altoona            Pennsylvania 16602 3,227
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
337 Capital City MallCamp
Hill            Pennsylvania 17011-7003 3,603
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
338 Jefferson Pointe MallH10
Fort Wayne            Indiana 46804 3,401 Red
Development 4717 Central Avenue            Kansas City
MS 64112
339 The Mall at Whitney FieldFormerly Searstown Mall
Leominster            Massachusetts 46804 3,548
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
340 Oakwood Mall322 Eau
Claire            Wisconsin 54701 3,786 General
Growth 110 N Wacker Dr. Chicago
IL 60606
341 The Lakes Mall1076
Muskegon            Michigan 49444 2,928 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
342 York Galleria166
YorK            Pennsylvania 17402 3,055 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
343 River Ridge MallB90
Lynchburgh            Virginia 24502 3,200 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
344 Berkshire MallB104
Lanesboro            Massachusetts 1237 3,500
Pyramid 4 Clinton Square
Syracuse            NY 13202
346 Robinson Town
CenterRobinson Township            Pennsylvania 3,266 Forest City
Enterprises 100 Terminal Tower            Cleveland            OH
44113
347 Stroud Mall
Stroudsburgh            Pennsylvania 18360 2,750 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
348 Connecticut Post2041
Milford            Connecticut 6460 2,890
Westfield 11601 Willshire Boulevard            Los
Angeles            CA 90025
349 Berkshire MallG7 Wyomissing            Pennsylvania 19610 3,625 Jones Lang
LaSalle 3424 Peachtree Road NE            Suite 300 Atlanta
GA 30326
350 South PointeD5
Lincoln            Nebraska 68516 2,800 Red
Development 4717 Central Avenue            KansasCity
MS 64112
351 The Plaza at King of Prussia            King of
Prussia            Pennsylvania 19406 3,223
Kravco 225 W Washington Street
Indianapolis            IN 46204
353 Northpark Mall36
Davenport            Iowa 52806 3,415 Simon Property
Group 225 W Washington Street            Indianapolis            IN
46204
354 Southpark Mall175
Moline            Illinois 61265 3,103 Simon Property
Group 225 W Washington Street            Indianapolis            IN
46204
355 Eastgate Mall344
Cincinnati            Ohio 45245 3,964 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
356 SouthparkF40 Colonial
Heights            Virginia 23834 3,150 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
357 Clearvlew MallBL06
Butler            Pennsylvania 16001 2,997
JJGumberg 1051 Brinton Road
Pittsburgh            PA 15221
358 Gateway
MallLincoln            Nebraska 3,728
Westfield 11601 Willshire Boulevard            Los
Angeles            CA 90025
359 Burlington Town
CenterBurlington            Vermont 3,000 General
Growth 110 N Wacker Dr. Chicago
IL 60606
360 Niltany Mall            State
College            Pennsylvania 16801 3,333
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
361 Spring HillLease ID # 405001 00033 West
Dundee            Illinois 60118 3,402 General
Growth 110N Wacker Dr. Chicago
IL 60606
362 Solomon PondN219
Mariborough            Massachusetts 1752 3,208 Simon Property
Group 225 W Washington Street            Indianapolis            IN
46204
363 Mall of Georgia2025
Buford            Georgia 30519 3,713 Simon Property
Group 225 W Washington Street            Indianapolis            IN
46204
364 Northwoods Mall
Peoria            Illinois 61613 4,281 Simon Property
Group 225 W Washington Street            Indianapolis            IN
46204
365 Findlay Village#153
Findlay            Ohio 45839 3,600 JJ
Gumberg 1051 Brinton Road            Pittsburgh
PA 15221
366 Wausau
CenterWausau            Wisconsin 3,600 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
367 Birchwood MallPort
Huron            Michigan 3,199 General
Growth 110 N Wacker Dr. Chicago
IL 60606
368 Susquehanna Valley
Selinsgrove            Pennsylvania 17870 3,090
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
369 Eden Prairie Center            Eden
Prairie            Minnesota 55344 3,530 General
Growth 110 N Wacker Dr. Chicago
IL 60606
370 Steeplegate Mall
Concord            New Hampshire 3301 3,158 General
Growth 110 N Wacker Dr. Chicago
IL 60606
371 Salmon Run MallNYS Rte
3Watertown            New York 2,958
Pyramid 4 Clinton Square
Syracuse            NY 13202
372 Champlain Center
NorthC119Pittsburgh            NewYork 3,366
Pyramid 4 Clinton Square
Syracuse            NY 13202
373 Florence
MallFlorence            Kentucky 3,828 General
Growth 110 N Wacker Dr. Chicago
IL 60606
374 North Grand Mall
Ames            Iowa 50010 3,707 Landau &
Heyman 303 E Main Street            Suite 201 Barrington
IL 60010
375 Palmer Park MallPalmer Township
Easton            Pennsylvania 18042 2,971
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
376 Manhattan Town
CenterManhattan            Kansas 3,500 Forest City
Enterprises 100 Terminal Tower            Cleveland            OH
44113
377 Jefferson
MallLouisville            Kentucky 2,521 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
378 University MallSouth
Burlington            Vermont 3,000 Finard &
Company            One Burlington Woods Dr            Burlington
MA 01803
379 Rockingham Park Mall
Salem            New Hampshire 3079 3,419 Simon
Properly Group 225 W Washington Street            Indianapolis
IN 46204
380 Brookfield
SquareBrookfield            Wisconsin 53005-6084 3,968 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
381 Johnstown Galleria
Johnstown            Pennsylvania 15901 3,250
Zamias 300 Market Street
Johnstown            PA 15901
382 Madison Square Mall
Huntsville            Alabama 35806 3,060 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
383 Rotterdam Square
Schenectady            NewYork 12306 2,930
Wilmorite 1265 Scottsville Road
Rochester            NY 14624
384 Kenwood Town Center
Cincinnati            Ohio 45236 3,650 General
Growth 110 N Wacker Dr. Chicago
IL 60606
385 Kentucky Oaks Mall
Paducah            Kentucky 42001 3,651
Cafaro 2445 Belmont Ave
Youngstown            OH 44504
386 Upper Valley Mall
Springfield            Ohio 45504 3,024 Simon Property
Group 225 W Washington Street            Indianapolis            IN
46204
387 Apple Blossom Mall
Winchester            Virginia 22601 3,252 Simon
Property Group 225 W Washington Street            Indianapolis
IN 46204
388 College Square  IA
CedarFalls            Iowa 50613 3,514 Landau & Heyman
of Iowa, Inc. 249 W17th Street            NewYork            NY
10011
389 Wolfchase Galleria
Memphis            Tennessee 38133 3,450 Simon Property
Group 225 W Washington Street            Indianapolis            IN
46204
390 Magnolia Mall
Florence            South Carolina 29501 3,002
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
391 Philllpsburg
MallPhllllpsburg            NewJersey 08865-4105 3,696
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
392 Wesl Towne
MallMadison            Wisconsin 53719-1069 3,050 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
393 Regency
MallRacine            Wisconsin 53406-5052 3,450 . CBL &
Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
394 Northgate Mall
Cincinnati            Ohio 45251 3,300 David
Hocker 1901 Frederica Street            Owensboro
KY 42301
395 Brunswick Square            East
Brunswick            NewJersey 8816 3,790 Simon Property
Group 225 W Washington Street            Indianapolis            IN
46204
396 Easton Town Center
Columbus            Ohio 43219 3,673 Stelner and
Associates, Inc. 4200 Regent Street            Suite 210 Columbus            OH
43219
397 Indian Mound Mall
Heath            Ohio 43056 3,953 Glimcher Properties
Ltd 150 East Gay Street            Columbus            OH 43215
398 Towne East Square
Wichita            Kansas 67207 3,100 Simon
Property Group 225 W Washington Street            Indianapolis
IN 46204
399 Sikes Senter Mall            Wichita
Falls            Texas 76308 3,500 General
Growth 110 N Wacker Dr. Chicago
IL 60606
440 Coral Ridge Mall
Coralville            Iowa 52241 3,401 General
Growlh 110 N Wacker Dr. Chicago
IL 60606
441 Georgia Square
MallSuite 212Athens            Georgia 30606-3155 3,150 CBL &
Associates 2030 Hamilton Place Blvd            Chattanooga
TN 37421
442 Mall of Abilene
Abilene            Texas 79606 3,339 Landau &
Heyman 124 Johnson Ferry Rd            Atlanta
GA 30328
443 Great Mali ol the Great Plains
Olathe            Kansas 66061 4,284 aiimcher
Properties Ltd 150 East Gay Street            Columbus
OH 43215
444 Central Mall            Fort
Smith            Arkansas 72903 2,920 Warmack and Company,
LLC            Central Mall            Fort Smith            AR 72903
445 Santa Rosa MallSuite 60 Maiy
Esther            Florida 32569 3,054 Jim
Wilson 3500 Piedmont Road NE            Suite 600 Atlanta
GA 30305
446 WestwoodMall
Jackson            Michigan 49201 4,214 General
Growth 110 N WackerDr. Chicago
IL 60606
447 Eastwood Town Center
Lansing            Michigan 48912 3,600 Jeffery R.
Anderson Realty 3805 Edwards Road            Suite 700 Cincinnati
OH 45209
448 Penn Square Mall
OklahomaCity            Oklahoma 73116 3,152 Simon Property
Group 225 W Washington Street            Indianapolis            IN
46204
449 Louis Jollet Mall
Joliet            Illinois 60431 4,281 The Mills
Corp 3340 Mall Loop            Joliet
IL 60431
450 Crossroads Center            St.
Cloud            Minnesota 56301 4,021 General
Growth 110 N WackerDr. Chicago
IL 60606
451 University Mall
Carbondale            Illinois 62902 3,600 Landau &
Heyman 120 South Riverside Plaza            Suite 1605 Chicago
IL 60606
452 West Valley Mall
Tracy            California 95304 3,498 General
Growth 110 N WackerDr. Chicago
IL 60606
453 Cape Cod Mall
Hyannis            Massachusetts 2601 3,862 Simon
Property Group 225 W Washington Street            Indianapolis
IN 46204
454 Grand Traverse Mall
Travereedty            Michigan 49684 3,040 General
Growth 110 N Wacker Dr. Chicago
IL 60606




---



##### 



455 Enlield
Enfield            Connecticut 6082
3,300 Westfield 11601 Wlllshire Boulevard            Los
Angeles            CA 90025
456 Lakeland Square Mall            RM304
Lakeland            Florida 33809
3,200 General Growth 110 N WackerDr.
Chicago            IL 60606
457 Colony Square
Zanesville            Ohio 43701
2,659 General Growth 110 N WackerDr.
Chicago            IL 60606
458 Westshore Mall
Holland            Michigan 49424
3,053 Wilmorite 1265 Scottsville Road
Rochester            NY 14624
459 Towne Mall
Elizabethtown            Kentucky 42701
3,000 Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401
460 Janesville Mall
Janesville            Wisconsin 53545
3,418 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
461 West Park Mall            Suite 134 Cape
Girardeau            Missouri 63703 3,811
Westfield 11601 Wiltshire Boulevard            Los
Angeles            CA 90025
462 Viewmont Mall
Scranton            Pennsylvania 18508-1305
3,300 Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
463 Swansea Mall
Swansea            Massachusetts 2777
3,028 General Growth 110 N WackerDr.
Chicago            IL 60606
464 Bay City Mall            Bay
City            Michigan 48706
3,410 General Growth 110 N Wacker Dr.
Chicago            IL 60606
465 Lansing Mall
Lansing            Michigan 48917
3,500 General Growlh 110 N Wacker Dr.
Chicago            IL 60606
466 Lakeview Square Mall            Battle
Creek            Michigan 49015 3,500
General Growlh 110 N Wacker Dr.
Chicago            IL 60606
467 Governors Square Mall
Clarksvllle            Tennessee 37042
3,720 Cafaro 2445 Belmont Ave
Youngstown            OH 44504
468 Eastfield Mall
Springfield            Massachusetts 1129
3,470 Mountain Development Corp. 100 Delawanna Avenue            Suite 100
Clifton            NJ 7014
469 Northpark Mall 101 Rangeline Road
Joplin            Missouri
64801 3,167 CBL & Associates 2030 Hamilton Place
Blvd            Chattanooga            TN 37421
470 Northgate Mall (TN)
Chattanooga            Tennessee 37415
3,000 General Growth 110 N Wacker Dr.
Chicago            IL 60606
471 Hulen Mall            Fort
Worth            Texas 76132 2,909
General Growth 110 N Wacker Dr.
Chicago            IL 60606
472 Ridgemar Mall            Fort
Worth            Texas 76116 2,982
Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401
473 Arsenal Mall
Watertown            Massachusetts 2472
3,809 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
474 Apache Mall
Rochester            Minnesota 55902
3,041 General Growth 110 N Wacker Dr.
Chicago            IL 60606
475 Anderson Mall
Anderson            South Carolina 29621
3.848 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
476 South Shore Plaza
Braintree            Massachusetts 2184
3,190 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
477 Northgate Mall (NC)
Raleigh            North Carolina 27701
2,747 Northgate Associates            P.O. Box 2476
Durham            NC 27715
478 Yorktown Mall
Lombard            Illinois 60146
2,835 Pehrson Long Associates 203 Yorktown Center
Lombard            IL 60148
479 Pecanland Mall
Monroe            Louisiana 71203
3,654 General Growth 110 N Wacker Dr.
Chicago            IL 60606
481 Park Place Mall
Tucson            Arizona 85711
3,174 General Growth 110 N Wacker Dr.
Chicago            IL 60606
482 Neshaminy Mall
Bensalem            Pennsylvania 19020
3,175 General Growth 110 N WackerDr.
Chicago            IL 60606
483 Triangle Town Center
Raleigh            North Carolina 27616
3,541 Jacobs Group 25425 Center Ridge Road
Cleveland            OH 44145
484 The Oaks Mall
Gainsville            Florida 32605
3,349 General Growth 110 N Wacker Dr.
Chicago            IL 60606
485 Collin Creek Mall
Piano            Texas 75075
3,531 General Growlh 110 N Wacker Dr.
Chicago            IL 60606
486 Colonial Mall at Aubum
Aubum            Alabama 36630
3.53B            Colonial Properties 2101 6th Ave North            Suite 750
Birmingham            AL 35203
487 Carolina Place Mall
Pineville            North Carolina 28134
2,997 General Growlh 110 N WackerDr.
Chicago            IL 60606
488 The Parks at Arlington #2206
Arlington            Texas 76015-4194
3,330 General Growth 110 N WackerDr.
Chicago            IL 60606
489 Towne Square Mall
Owensboro            Kentucky 42301
3,674 Aronov Realty Management 3500 Eastern Blvd
Montgomery            AL 36116
490 Prime Outlets of Grove City            Grove
City            Pennsylvania 16127 4,749
Prime Retail, L.P. 326 Third Street
Lakewood            NJ 8701
491 Prime Outlets of Hagerstown
Hagerstown            Maryland 21740
5,063 Prime Retail, L.P. 326 Third Street
Lakewood            NJ 8701
492 San Marcos Outlet Stores            Suite 450 San
Marcos            Texas 78666-5957
5,764 Prime Retail, L.P. 326 Third street
Lakewood            NJ 8701
493 Rehoboth Outlets            Rehoboth
Beach            Delaware 19971 5,000
Tanger Properties, L.P. 3200 Northline Avenue            Suite 360
Greensboro            NC 27408
494 Valley Mall            Attention: Mali Manaoem
Harrisonburg            Virginia 22801
3,200 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
506 Shenango Valley Mall
Hermitage            Pennsylvania 16148
3,600 Prime Retail, L.P. 326 Third Street
Lakewood            NJ 8701
507 Greenwood Mall
BowlingGreen            Kentucky 42104
3,584 General Growth 110 N Wacker Dr.
Chicago            IL 60606
508 Myrtle Beach Outlet            Myrtle
Beach            South Carolina 29579 5,040
Tanger Pro
perties, L.P. 3200 Northline Avenue            Suite 360
Greensboro            NC 27408
509 Pleasant Prairie Outlets
Kenosha            Wisconsin 53158
3,600 Prime Retaii, L.P. 326 Third Street
Lakewood            NJ 8701
510 Jeffersonville
Jeffersonville            Ohio 43128
4,976 Prime Retaii, L.P. 326 Third Street
Lakewood            NJ 8701
511 Prime Outlets Brich Run            Birch
Run            Michigan 48415 6,000
Prime Retaii, L.P. 326 Third Street
Lakewood            NJ 8701
512 Prime Outlets Niagara            Niagara
Falls            New York 14304 3,874
Prime Retail, L.P. 326 Third Street
Lakewood            NJ 8701
515 Waterloo Outlets
Waterloo            NewYork 13165
6,000 Chelsea Property Group 105 Elsenhower Parkway
Roseiand            NJ 7068
516 Huntley Outlets
Huntley            Illinois 60149
5,104 Prime Retaii, L.P. 326 Third Street
Lakewood            NJ 8701
517 New River Valley Mall
Christiansburg            Virginia 24073-6506
3,542 Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
518 Crossroads Mall
Portage            Michigan 49024
3,271 General Growlh 110 N WackerDr.
Chicago            IL 60606
519 Wyoming Valley Mall            Wilkes
Barre            Pennsylvania 18702 3,385
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
520 Virginia Center Commons            Glen
Allen            Virginia 23059 2,809
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
521 Geneva Center Commons
Geneva            Illinois 60134
3,600 Jeffery R. Anderson Realty 3805 Edwards Road            Suite 700
Cincinnati            OH 45209
522 Southridge Mall
Greendale            Wisconsin 53129
4,500 TheMillsCorp 6426 Wisconsin Avenue            Suite 600
CheveyChase            MD 20815
523 Tulsa Promenade
Tulsa            Oklahoma 74135
3,682 Coyote Management LP 16475 Dallas Parkway            Suite 250
Addison           
 TX 75001
524 Esplanade Mall
Kenner            Louisiana 70065
3,274 Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
525 KirkwoodMall
Bismark            North Dakota 58504
4,284 TheMillsCorp 7th Street and Bismark Exp
Bismark            ND 58504626
526 Grapevine Mills Mall
Grapevine            Texas 76051
2,803 Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
527 Golden East Crossing            Rocky
Mount            North Carolina 27804 2,606
General Growth 110 N Wacker Dr.
Chicago            IL 60606
528 Sarasota Square
Sarasota            Florida 34238
3,389 Westfield 11601 Willshire Boulevard            Los
Angeles            CA 90025
529 Green Tree Mall
Clarksville            Indiana 47129
3,000 Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401
530 Columbia Mall (MO)
Columbia            Missouri 65203
3,003 General Growlh 110 N WackerDr.
Chicago            IL 60606
531 QuintardMall
Oxford            Alabama 36203
3,515 Grimmer Realty Company 200 Green Springs Highway
Birmingham            AL 35209
532 Huntington Mall
Barboursville            West Virginia 25504
3,566 Cafaro 2445 Belmont Ave
Youngstown            OH 44504
533 Northtown Mall
Spokane            Washington 99207
3,067 General Growlh 110 N Wacker Dr.
Chicago            IL 60606
534 Southwest Plaza
Littleton            Colorado            B0123
3,828 General Growlh 110 N Wacker Dr.
Chicago            IL 60606
535 Bellis Fair Mall
Belllngham            Washington 98226
3,426 General Growlh 110 N WackerDr.
Chicago            IL 60606
536 Patrick Henry Mall            New Port
News            Virginia 23602 3,434
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
537 The Citadel Mall            Colorado
Springs            Colorado 80909 3,848
Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401638
North East Mall
Hurst            Texas 76053
3,199 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
539 Alderwood Mall
Lynnwood            Washington 98037
3,132 General Growlh 110 N Wacker Dr.
Chicago            IL 60S06
540 Kitsap Mall
Silverdale            Washington 98383
3,500 Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401
541 South Hill Mall
Puyallup            Washington 98373
3,382 Cafaro 2445 Belmont Ave
Youngstown            OH 44504
542 Arbor Lakes Mall            Maple
Grove            Minnesota 56369 3,620
Red Development 4717 Central Avenue            Kansas
City            MS 64112
543 VancouverMall
Vancouver            Washington 98662
3,210 Westfield 11601 Willshire Boulevard            Los
Angeles            CA 90025
544 Bay Park Square            Green
Bay            Wisconsin 54304 3,527
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
545 Country Side Mall
Clearwater            Florida 33761
3,349 Westfield 11601 Willshire Boulevard            Los
Angeles            CA 90025
546 Fox River Mall
Appleton            Wisconsin 54913
4,000 General Growth 110 N Wacker Dr.
Chicago            IL 60606
547 Columbia Mall            Grand
Forks            North Dakota 58201 3,309
TheMillsCorp 257 E Main Street
Barrington            IL 60010
548 Lima Mall
Lima            Ohio 45805
4,000 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204




---



##### 



549Valley View Mall-WI LaCrosse
Wisconsin 54601 3,422 Preit-Rubin
200 South Broad Street            Philadelphia
PA 19102
550Post Oak Mall            College Station
Texas 77840 3,785 CBL & Associates
2030 Hamilton Place Blvd            Chattanooga
TN 37421
551Midland Mall            Pay rent for 3800 sqft.sp Midland
Michigan 46642 3,800 CBL & Associates
2030 Hamilton Place Blvd            Chattanooga
TN 37421
552Moorestown Mall            Moorestown            New
Jersey 8057 3,000 Preit-Rubin 200
South Broad Street            Philadelphia
PA 19102
553Carolina Mall            Concord            North
Carolina 28025 3,418 Hull Storey Retail Group 3632
Wheeler Road            Augusta
GA 30909
554Valley West Mall            West DeMoines
Iowa 50266 3,880 Watson
Centers 3100 W Lake StreetSuite
420 Minneapolis            MN 55416
555Cordova Mall            Pensacola
Florida 32504 3,999 Simon Property Group
225 W Washington Street
Indianapolis            IN 46204
556Mall of the Bluffs            Council Bluffs
Iowa 51503 3,571 General Growth
110 N Wacker Dr. Chicago
IL 60606
557Quail Springs            Oklahoma City
Oklahoma 73134 3,333 General Growth
110 N Wacker Or. Chicago
IL 60606
558Towne West Square            Wichita
Kansas 67209 3,180 Simon Property Group
225 W Washington Street            Indianapolis
IN 46204
559EastdaleMall            Montgomery
Alabama 36117 3,395 Aronov Realty Management
3500 Eastern Blvd            Montgomery
AL 36116
560North Point Mall            Alpharetta
Georgia 30022 3,596 General Growth
110 N Wacker Dr. Chicago
IL 60606
561Altamonte Mall            Altamonte Springs
Florida 32701 3,552 General Growth
110 N Wacker Dr. Chicago
IL 60606
562Foothills Malt            Fort Collins
Colorado 80525 3,188 General Growth
110 N Wacker Dr. Chicago
IL 60606
563Vista Ridge Mall            Lewisville
Texas 76067 2,762 General Growth
110 N Wacker Dr. Chicago
IL 60606
564Ridgedale Mall            Minnetonka
Minnesota 55305 3,481 General Growth
110 N Wacker Dr. Chicago
IL 60606
565North Star Mall            San Antonio
Texas 78216 4,620 General Growth
110 N Wacker Dr. Chicago
IL 60606
566Memorial City Mall            Houston
Texas 77027 3,458 General Growth
110 N Wacker Dr. C
hicago
IL 60606
567Empire Mall            Sioux Falls            South
Dakota 57106 3,409 Macerich
Company 401 Wilshire BoulevardSuite
700 Santa Monica            CA 90401
568Southern Hills Mall            Sioux City
Iowa 51106 3,561 Macerich
Company 401 Wilshire BoulevardSuite
700 Santa Monica            CA 90401
569Oglethorpe Mall            Savannah
Georgia 31406 3,580 General Growth
HONWackerDr. Chicago
IL 60606
570Southiake Mall            Morrow
Georgia 30260 4,121 General Growth
HONWackerDr. Chicago
IL 60606
571Millcreek Mall            Erie
Pennsylvania 16565 3,708 Cafaro
2445 Belmont Ave            Youngstown
OH 44504
572Vintage Faire Mall            Modesto
California 95356 3,776 Macerich
Company 401 Wilshire BoulevardSuite
700 Santa Monica            CA 90401
573Wlregrass Commons            Dothan
Alabama 36303 3,407 Preit-Rubin
200 South Broad Street            Philadelphia
PA 19102
574WeslgateMall            Spartanburg            South
Carolina 29301 4,191 CBL & Associates 2030
Hamilton Place Blvd            Chattanooga
TN 37421
575Deerbrook Mall            Humble
Texas 77338 3,090 General Growth
HONWackerDr. Chicago
IL 60606
576Colonial Mall Valdosla            Valdosta
Georgia 31601 3,371 Colonial
Properties 21016th Ave NorthSuite 750
Birmingham            AL 35203
577Parkway Place Mall            Huntsville
Alabama 35801 3,545 CBL & Associates
2030 Hamilton Place Blvd
Chattanooga            TN 37421
578Francis Scott Key Mall            Frederick
Maryland 21703 4,089 Preit-Rubin
200 South Broad Street            Philadelphia
PA 19102
579Tanger Five Oaks            Sevierville
Tennessee 37862 3,550 Tanger Properties,
L.P. 3200 Northline AvenueSuite 360
Greensboro            NC 27408
580Prime Outlets Ellenlon            Ellenton
Florida 34222 4,118 Prime Retail, L.P.
326 Third Street            Lakewood
NJ 8701
581Prime Outlets at Gaffney            Gaffney            South
Carolina 29341 3,514 Prime Retail, LP. 326
Third Street            Lakewood
NJ 8701
582Tanger Outlet Center in Foley            see letter 12/22/03 fort Foley
Alabama 36535 5,240 Tanger Properties,
L.P. 3200 Northlin
e AvenueSuite 360
Greensboro            NC 27408
583Gettysburg Outlet            Gettysburg
Pennsylvania 17325 3,600 Delancey Realty
Services 718 Arch StreetSuite 400
Philadelphia            PA 19106
584Woodland Hills Mall            Tulsa
Oklahoma 74133 3,531 Simon Property Group
225 W Washington Street
Indianapolis            IN 46204
585Valley River Mall            Eugene
Oregon 97401 3,500 Macerich
Company 401 Wilshire BoulevardSuite
700 Santa Monica            CA 90401
586Dakota Square            Paying 7% of sales until) Minot            North
Dakota 58701 3,393 Prime Retail, LP. 326
Third Street            Lakewood
NJ 8701
587South Plains Mall            Lubbock
Texas 79414 3,590 Macerich
Company 401 Wilshire BoulevardSuite
700 Santa Monica            CA 90401
588Rivercenter Mall            San Antonio
Texas 78205 3,558 Jones Lang
LaSalle 3424 Peachtree Road NESuite
300 Atlanta            GA 30326
589LakelineMall            Cedar Park
Texas 78613 2,986 Simon Property Group
225 W Washington Street            Indianapolis
IN 46204
590Tuttle Crossing            Dublin
Ohio 43016 3,013 Mills Corporation
225 W Washington Street            Indianapolis
IN 46204
591Lakeforest Mall            Gaitheisburg
Maryland 20877 3,152 Mills Corporation
225 W Washington Street
Indianapolis            IN 46204
592Clackamas Town Center            Portland
Oregon 97086 3,390 General Growth
HONWackerDr. Chicago
IL 60606
593Fort Henry Mall            Kingsport
Tennessee 37664 2,880 Boardwalk Management Company, Inc. 31640 US
Highway 19 NSuite 1 Palm Harbor
FL 34684
594Regency Square Mall            Florence
Alabama 35630 3,500 Hull Storey Retail Group
3632 Wheeler Road            Augusta
GA 30909
595Eastridge Mall            Gastonia            North
Carolina 28054 2,870 Westfield 11601
Willshire Boulevard            Los
Angeles            CA 90025
596AcadianaMall            Lafayette
Louisiana 70503 2,984 Lafayette
Associates 2690 Crooks RdSuite 400
Troy            Ml 48084
597Spotsylvanla Mall            For calculation purposes Fredericksburg
Virginia 22407 3,563 Cafaro
2445 Belmont Ave            Youngstown
OH 44504
598Rushmore Mall            Rapid City            South
Dakota 57701 3,393 Macerich
Company 401 Wilshire BoulevardSuite
700 Santa Monica            CA 90401
599TangerBranson            Branson
Missouri 65616 3,345 Tanger Properties,
LP. 3200 Northline AvenueSuite360
Greensboro            NC 27408
600Castle Rock Outlets            Castle Rock
Colorado 80106 4,718 Craig Realty
Group 1500 Quail StreetSuite 100
NewportBeach            CA 92660
601Silver Sand Outlet Center            Destin
Florida 32550 3,852 Howard
Group 185 Grand BlvdSultelOO
Sandestin            FL 32550
602Northpark Mall            Rldgeland
Mississippi 39157 3,753 Mills Corporation
225 W Washington Street            Indianapolis
IN 46204
603Tyrone Square            St. Petersburg
Florida 33710 3,500 Simon Property Group
225 W Washington Street            Indianapolis
IN 46204
604West Acres            Fargo            North
Dakota 58103 3,318 West Acres Development            P.O. Box
9978 Fargo
ND 58106
605University Mall            TampaBay
Florida 33612 4,026 Glimcher Properties Ltd
150 East Gay Street            Columbus
OH 43215
606OakridgeMall            San Jose
California 95123 3,065 Westfield
11601 Willshire Boulevard            Los
Angeles            CA 90025
607Desert Ridge Mall            Phoenix
Arizona 85050 3,550 Vestar
Development 2425 E Camelback
RoadSiute750 Phoenix            AZ 85016
608Florida Mall            Orlando
Florida 32809 3,077 Simon Property Group
225 W Washington Street
Indianapolis            IN 46204
609The Maine Mall Outlets            Kittery
Maine 3904 3,203 Ram Management
Company 200 US RT1Suite 200
Scarborough            ME 4074
611Coastal Grand Mall            Myrtle Beach            South
Carolina 29577 3,360 CBL & Associates 2030
Hamilton Place Blvd            Chattanooga
TN 37421
612Superstition Springs Mall            Mesa
Arizona 85206 3,310 Macerich
Company 401 Wilshire BoulevardSuite
700 Santa Monica            CA 90401
613Tanger Williamsburg (IA) Williamsburg
Iowa 52361 5,000 Tanger Properties,
L
P. 3200 Northline AvenueSuite 360
Greensboro            NC 27408
614Wheaton Mall            Silver Spring
Maryland 20902 3,650 Westfield
11601 Willshire Boulevard            Los
Angeles            CA 90025
615St. Augustine Outlets            St. Augustine
Florida 32092 3,900 Chelsea Property Group
105 Eisenhower Parkway            Roseland
NJ 7068
616Johnson Creek            Johnson Creek
Wisconsin 53038 4,000 Chelsea Property Group
105 Eisenhower Parkway            Roseland
NJ 7068
617Plaza Camino Heal            Carlsbad
California 92008 3,860 Westfield
11601 Willshire Boulevard            Los
Angeles            CA 90025
618Berkeley Mall            Goldsboro            North
Carolina 27534 3,782 Faison 720 S.
Lafayette Street            Shelby
NC 28150
619Center at Salisbury            Salisbury
Maryland 21801 3,100 Macerich
Company 401 Wilshire BoulevardSuite
700 Santa Monica            CA 90401
620Barton Creek Mall            Austin
Texas 78746 3,615 Simon Property Group
225 W Washington Street            Indianapolis
IN 46204
621Brandon Town Center            Brandon
Florida 3351 3,081 Westfield
11601 Willshire Boulevard            Los Angeles
CA 90025
622North County Fair Mall            Escondido
California 92025 4,117 Westfield
11601 Willshire Boulevard            LosAngeles
CA 90025
623Jacksonville Mall            Jacksonville            North
Carolina 28546 3,015 Preit-Rubin 200
South Broad Street            Philadelphia
PA 19102
624Katy Mills            Katy
Texas 77494 3,213 Mills Corporation
225 W Washington Street            Indianapolis
IN 46204
625Citrus Park Mall            Tampa
Florida 33625 3,783 Westfield
11601 Willshire Boulevard            LosAngeles
CA 90025
626WestgateMall            Amarillo
Texas 79121-0140 3,500 Jones Lang
LaSalle 3424 Peachtree Road NESuite
300 Atlanta            GA 30326
627Mission Valley Mall            San Diego
California 92108 3,146 Westfield
11601 Willshire Boulevard            LosAngeles
CA 90025626
628 Towson Town Center            Towson
Maryland 21204 3,000 General Growth
110 N Wacker Dr. Chicago
IL 60606629
629 Parkway Plaza            ElCajon
California 92020 3,981 Westfield
11601 Willshire Boulevard            LosAngeles
CA 90025




---



##### 



630 CortanaMall            Baton Rouge
Louisiana 70815 3,500 Mali Prop 654 Madison Avenue
New York            NY 10021
631 Southland Mall            Houma
Louisiana 70364 3,510 SizelerProperties 4200 Regent Street
Suite210 Columbus            OH 43219
632 Belmar Mall            Lakewood
Colorado 80226 3,538 Continuum Property Management Co. 405 S. Teller St
Denver            CO 80226
633 Chandler Fashion Center            Chandler
Arizona 85226 3,072 Macerich Company 401 Wilshire Boulevard
Suite 700 Santa Monica            CA 90401
634 Panama City            Panama City
Florida 32405 2.B04 C8L & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
635 Mall St. Vincent            Shreveport
Louisiana 71104 3,214 General Growth 110N WackerDr.
Chicago            IL 60606
636 St. Louis Mills            Hazelwood
Missouri 63042 3,692 Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
637 ChicoMall            Chico
California 95928 3,130 General Growth 110 N WackerDr.
Chicago            IL 60606
638 Battlefield Mali            Springfield
Missouri 65804 4,568 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
639 Clifton Park Mall            Clifton Park            New
York 12065 3,400 Trie Mills Corp 900 N Michigan Avenue
Suite 1300 Chicago            IL 60611
640 Cumberland Mall            Vineland            New
Jersey 8360 2,994 Prelt-Rubin 200 South Broad Street
Philadelphia            PA 19102
641 Chapel Hills Mall (CO) Colorado Springs
Colorado 80920 3,547 General Growth 110 N WackerDr.
Chicago            IL 60606
642 Paddock Malt            Ocala
Florida 34474 3,575 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
643 Richmond Square            Richmond
Indiana 47374 4,332 Landau & Heyman 249 W 17th Street
New York            NY 10011
644 East Towne Mall            Madison
Wisconsin 53704 3,800 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
645 Indiana Mall            Indiana
Pennsylvania 15701 3,341 Zamias 300 Market Street
Johnstown            PA 15901
646 MarklandMall            Kokomo
Indiana 46902 3,480 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
647 Colorado Mills            LaKewood
Colorado 80401 3,467 Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
648 Salem Center            Salem
Oregon 97301 3,537 General Growth 110 N WackerDr.
Chicago            IL 60606
649 Jordan Creek Mall            Des Moines
Iowa 50266 3,149 General Growth 110 N WackerDr.
Chicago            IL 60606
650 Sooner Mall            Norman
Oklahoma 73072 3,485 General Growth 110 N WackerDr.
Chicago            IL 60606
651 Albertville Outlets            Albertville
Minnesota 55301 4,500 Chelsea Property Group 105 Elsenhower Parkway
Roseland            NJ 7068
652 Arrowhead Town Center            Glendale
Arizona 85038 3,013 Macerich Company 401 Wilshire Boulevard
Suite 700 Santa Monica            CA 90401
653 Lighthouse Outlets            Michigan City
Indiana 46360 4,879 Chelsea Property Group 105 Eisenhower Parkway
Roseland            NJ 7068664
654 Plaza Bonita            National City
California 91950 4,064 Westfleld 11601 Willshire Boulevard
Los Angeles            CA 90025
655 Colonial Mall Decatur            Decatur
Alabama 35601 3,235 Colonial Properties 2101 6th Ave North
Suite 750 Birmingham            AL 35203
656 Brookwood Village            Birmingham
Alabama 35209 3,610 Colonial Properties 21016th Ave North
Suite 750 Birmingham            AL 35203
657 Baybrook Mali            Friendswood
Texas 77546 3,482 General Growth 110 N Wacker Dr.
Chicago            IL 60606
658 Regency Square Mall (VA) Richmond
Virginia 23229 3,052 Taubman 200 E Long Lake Road
Suite 300 Bloomfield Hills            Ml 48303
659 Algonquin Commons            Algonquin
Illinois 60102 3,600 Jeffery R. Anderson Realty 3805 Edwards Road
Suite 700 Cincinnati            OH 45209
660 Spokane Valley Mall            Spokane
Washington 99216 3.B91 General Growth 110 N Wacker Dr.
Chicago            IL 60606
661 Golden Triangle Mall            Denton
Texas 76205 3,554 Simon Property Gro
up 225 W Washington Street
Indianapolis            IN 46204
662 Central Mall (TX) Texatkana
Texas 75503 3,199 Jones Lang LaSalle 3424 Peachtree Road NE
Suite 300 Atlanta            GA 30326
663 Pilme Outlet Williamsburg            Wllliamsburg
Virginia 23188 4,118 Prime Retail, L.P. 326 Third Street
Lakewood            NJ 8701
664 Adrian Mall            Adrian
Michigan 49221 3,434 General Growth 110 N WackerDr.
Chicago            IL 60606
665 Mall at Wellington Green            Wellington
Florida 33414 2.B66 Taubman 200 E Long Lake Road
Suite 30D            Bloomfield Hills            Ml 48303
667 Victor Valley Mall            Victorville
California 92393 3,165 Macerich Company 401 Wilshire Boulevard
Suite 700 Santa Monica            CA 90401
668 Cincinnati Mills            Cincinnati
Ohio 45240 3,426 Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
669 Shoppes at Grand Prairie            Peoria
Illinois 61615 3,574 Culian Properties 211 Fulton Street
Suite 700 Pearia            IL 61602
670 Clay Terrace Mall            Carmel
Indiana 21740 2.B32 Simon Property Group 225 w Washington Street
Indianapolis            IN 46204
671 Old Hickory Mall            Jackson
Tennessee 38305 3,928 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
672 ZonaRosaMall            KansasCity
Missouri 64153 3,595 Sterner and Associates, Inc. 4200 Regent Street
Suile210 Columbus            OH 43219
673 Valley Plaza Mall            Bakersfield
California 93304 3,570 General Growth 110 N Wacker Dr.
Chicago            IL 60606
674 Chautauqua Mall            Lakewood            New
York 14750 3,478 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
675 Ingram Park Mall            San Antonio
Texas 78238 3,460 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
676 RichlandMall            Waco
Texas 76710 3,500 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
677 BroadwayMali            Hicksville
NewYork 11801 4,014 Jones Lang LaSalle 3424 Peachtree Road NE
Suile300 Atlanta            GA 30326
678 Northgate Mall (WA) Seattle
Washington 98125 3,621 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
679 Melbourne Square Mall            Melbourne
Florida 32904 3,000 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
680 Greenbrier Mall            Chesapeake
Virginia 23320 3,502 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
681 Galleria at Dallas            Dallas
Texas 75240 3,200 General Growth 110 N WackerDr.
Chicago            IL 60606
682 Treasure Coast Mall            Jensen Beach
Florida 34957 2,663 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
683 Tanger Howell            Howell
Michigan 48855 4,500 Tanger Properties, L.P. 3200 Northline Avenue
Suite 360 Greensboro            NC 27408
684 Coastland Mall            Naples
Florida 34102 3,644 General Growlh 110 N WackerDr.
Chicago            IL 60606
685 Edgewater Mall            Biloxi
Mississippi 39531 4,235 Jim Wilson 3500 Piedmont Road NE
Suite 600 Atlanta            GA 30305
686 Broadway Square            Tyler
Texas 75703 3,630 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
687 Osage Beach Outlets            Osage Beach
Missouri 65065 4,518 Chelsea Property Group 105 Eisenhower Parkway
Roseland            NJ 7068
688 Imperial Valley Mall            El Centra
California 92243 3,958 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
689 Mall at Bames Crossing            Tupelo
Mississippi 38804 3,575 David Hocker 1901 Frederica Street
Owensboro            KY 42301
690 Valley Mall (MD) Hagerstown
Maryland 21740 3,025 Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
691 Orange Park Mall            Orange Park
Florida 32073 3,127 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
692 Sunland Park Mall            El Paso
Texas 79912 3,407 Simon Property Group 225 W Washington Street
indianapolis            IN 46204
693 Northwest Arkansas Mall            Fayetteville
Arkansas 72703 3,536 Macerich Company 401 Wilshire Boulevard
Suite 700 Santa Monica            CA 90401

694 Flatiron Crossing            Suite 5555 Broomfield
Colorado 80021 3,600 Macerich Company 401 Wilshire Boulevard
Suite 700 Santa Monica            CA 90401
695 Parkdale Mall            Beaumont
Texas 77706 3,004 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
696 Chariottesville Mall            Chariottesville
Virginia 22901 2,816 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
697 Houston Galleria            Houston
Texas 77056 3,297 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
698 The Avenues            Jacksonville
Florida 32256 3,842 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
699 Sawgrass Mills Mall            Sunrise
Florida 33323 3,326 Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
700 Oak View Mall            Omaha
Nebraska 68144 3,344 General Growth 110 N WackerDr.
Chicago            IL 60606
701 First Colony            Sugarfand
Texas 77479 3,762 General Growlh 110 N Wacker Dr.
Chicago            IL 60606
702 LufkinMall            Lufkin
Texas 75901 3,156 The Mills Corp 900 N Michigan Avenue
Suite 1300 Chicago            IL 60611
703 Southdale Center            Edina
Minnesota 55435 3,897 The Mills Corp 10 Southdale Center
Edina            MN 55435
704 Hampshire Matt            Hadley
Massachusetts 1035 3,250 Pyramid 4 Clinton Square
Syracuse            NY 13202
705 Coronado Mall            Alburquerque            New
Mexico 87110 3,454 General Growth 110 N WackerDr.
Chicago            IL 6060S
706 Capital Mall            Olympla
Washington 98502 3,240 Westfield 11601 Willshire Boulevard
Los Angeles            CA 90025
707 College Square Mall            Morristown
Tennessee 37813 4,027 CBL & Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
708 Boynton Beach            Boynton Beach
Florida 33426 3,314 Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
710 Aviation Mall            Queensbury
NewYork 12804 3,400 Pyramid 4 Clinton Square
Syracuse            NY 13202
711 Paradise Valley Mall            Phoenix
Arizona 85032 3,500 Macerich Company 401 Wilshire Boulevard
Suite 700 Santa Monica            CA 90401




---



##### 



712 Clinton Crossings Outlet            Clinton            Connecticut 6413 4,052
Chelsea Property Group 105 Eisenhower Parkway
Roseland            NJ 7068
713 Edinburgh Outlets            Edinburgh            Indiana 46124 S.074
Chelsea Property Group 105 Eisenhower Parkway
Roseland            NJ 7068
714 Saint Louis Galleria            St. Lolus            Missouri 63117 3,663
General Growth 110 N Wacker Dr.
Chicago            IL 60606
715 Valencia Town Center            Valencia            California 91355 3,289 The
Mills Corp 24201W Valencia Blvd            Suite 150
Valencia            CA 91355
716 Frenchtown Square            Monroe            Michigan 48162 2,976
Cafaro 2445 Belmont Ave
Youngstown            OH 44504
717 Ontario Mills            Ontario            California 91764 3,769
Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
718 Montgomery Mall (MD) Bethesda            Maryland 20817 3,500
Westfield 11601 Willshire Boulevard            Los
Angeles            CA 90025
719 Chicago Outlets            Aurora            Illinois 60504 4,459
Chelsea Property Group 105 Eisenhower Parkway
Roseland            NJ 7068
720 Wrentham Outlets            Wrentham            Massachusetts 2093 3,531
Chelsea Property Group 105 Eisenhower Parkway
Roseland            NJ 7068
721 Desoto Square            Bradenton            Florida 34205 3,130
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
722 The Crossings Outlets            Tanneisville            Pennsylvania 18372 3,000
Chelsea Property Group 105 Eisenhower Parkway
Roseland            NJ 7068
723 Petaluma Outlets            Petaluma            California 94952 4,453
Chelsea Properly Group 105 Eisenhower Parkway
Roseland           
 NJ 7068
724 Alexandria Mall            Alexandria            Louisiana 71301 3,740
General Growth 110 NWacker Dr.
Chicago            IL 60606
725 Burlington Square Mall            Burlington            North Carolina 27215 3,000
Prime Retail, L.P. 326 Third Street
Lakewood            NJ 8701
726 Aurora Outlets            Aurora            Ohio 44202 4,043
Chelsea Property Group 105 Elsenhower Parkway
Roseland            NJ 7068
727 The Woodlands Mall            TheWoodlands            Texas 77380 3,510
General Growth 110 NWackerDr.
Chicago            IL 60606
728 LaPlaza Mall            McAllen            Texas 78503 3,625
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
729 Fair Oaks Mall            Fairfax            Virginia 22033 3,695
Taubman 200 E Long Lake Road            Suite 300 Bloomfield
Hills            Ml 48303
730 Chula Vista Mall            ChulaVista            California 91910 3,040
General Growth 110 N Wacker Dr.
Chicago            IL 60606
731 Rogue Valley Mall            Medford            Oregon 97501 2,895
General Growth 110 N Wacker Dr.
Chicago            IL 60606
732 Boise Town Square            Boise            Idaho 83704 3,540
General Growth 110 NWackerDr.
Chicago            IL 60606
733 Lakeside Mall            Metalrie            Louisiana 70002 3,643
Lakeside Mall 3301 Veterans Memorial Blvd
Metairie            LA 70002
734 Crabtree Valley Mall            Raliegh            North Carolina 27612 3,551
Plaza Associates 4325 Glentown Avenue
Raleigh            NC 27612
735 The Meadows Mall            Las Vegas            Nevada 89107 3,690
General Growth 110 N Wacker Dr.
Chicago            IL 60606
736 Galleria at Tyler            Riverside            California 32503 3,403
General Growth 110 NWackerDr.
Chicago            IL 60606
737 Sunrise Mall (TX) Brownsville            Texas 78256 3,431 CBL
& Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
738 Peachtree Mall            Columbus            Georgia 31909 3,800
General Growth 110 NWackerDr.
Chicago            IL 60606
739 Woodbury Commons            Central Valley            New York 10917 4,214
Chelsea Property Group 105 Eisenhower Parkway
Roseland            NJ 7068
740 Atlantic City Outlets            Atlantic City            New Jersey 8401 5,100
Cordlsh Company 601 East Pratt St 6th Floor
Baltimore            MD 21202
741 Las Americas            SanYsidro            California 4,500 JER
International 4211 Camino De La Plaza            Sutie 176 San
Diego            CA 92173
742 Woodbury Lakes Mall            Woodbury            Minnesota 55125 3,596 Red
Development 4717 Central Avenue            Kansas
City            MS 64112
743 The Gateway            Salt Lake City            Utah 84101 2,704
Inland Southwest Management LLC 2901 Butterfield Rd            Oak
Brook            IL 60523
744 University Mall (UT) Orem            Utah 84097 3,942
Woodbury Corporation 2733 E Parley Way            Suite 300 Salt Lake
City            UT 84109
745 Provo Town Center            Provo            Utah 84601 3,286
General Growth 110 N Wacker Dr.
Chicago            IL 60606
746 Palm Desert Mall            Palm Desert            California 92260 3,048
Westfield 11601 Willshire Boulevard            Los
Angeles            CA 90025
747 Camarillo Outlets            Camarillo            California 93010 2,925
Chelsea Property Group 105 Eisenhower Parkway
Roseland            NJ 7068
748 Cielo Vista Mall            El Paso            Texas 79925 3,536
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
749 Northlake Mall            Charlotte            North Carolina 28216 3,071
Taubman 200 E Long Lake Road            Suite 300 Bloomfield
Hills            Ml 48303 750 Fayette Mall            Lexington            Kentucky 40503 3,502 CBL
& Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
751 Marley Station            Glenn Bumie            Maryland 21061 3,500
Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
752 Shops at Saucon Valley            Bethlehem            Pennsylvania 18034 3,400
Saucon Valley Venture LLC 6410 Popar Avenue            Suite 850
Memphis            TN 3819
753 Great Mall Milpilas            Milpitas            California 95035 3,800
Mills Corporation 225 W Washington Street
Indianapolis            IN 46204
754 Oakland Mall            Troy            Michigan 48083 4,000
Oakland Mall LLC 39577 Woodward Avenue            Suite 110 Bloomfield
Hills            Ml 48304
755 Albany Mall            Albany            Georgia 31707 3,676
Aronov Realty Management 3500 Eastern Bivd
Montgomery            AL 36116
756 Rock Hill Gallena            Rock Hill            South Carolina 29730 3,500
General Growth 110 N Wacker Dr.
Chicago            IL 60606
757 Lindale Mall            Cedar Rapids            Iowa 52402 3,668
Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401
758 Citadel Mall (SC) Charleston            South Carolina 29407 2,960 CBL
& Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
759 Westgate Mall (MA) Brockton            Massachusetts 2301 2,964
Jones Lang LaSalle 3424 Peachtree Road NE            Suite 300
Atlanta            GA 3032676D
760 RimrockMall            Billiing3 Montana 59102 3,800
Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401
761 Eastridge Mall (CA) San Jose            California 95122 3,335
General Growth 110 NWacker Dr.
Chic
ago            IL 60606
762 Uniontown Mall            Unlontown            Pennsylvania 15401 3,513
Preit-Rubin 200 South Broad Street
Philadelphia            PA 19102
763 Crossroads Mall (WV) Breckley            West Virginia 25800 3,620
Prelt-Rubin 200 South Broad Street
Philadelphia            PA 19102
764 Coral Square Mall            Coral Springs            Florida 33071 3,880
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
765 Turtle Creek Mall            Hattiesburg            Mississippi 39402 3,430 CBL
& Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
766 MacArthur Center            Norfolk            Virginia 23510 3,554
Taubman 200 E Long Lake Road            Suite 300 Bloomfield
Hills            Ml 48303
767 Forest Mall            Fond Du Lac            Wisconsin 54935 3,533
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
768 Tacoma Mall            Tacoma            Washington 98409 3,587
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
769 Fingeriakes Mall            Auburn            New York 13022 3,591
Jones Lang LaSalle 3424 Peachtree Road NE            Suite 300
Atlanta            GA 30326
770 Firewheel Town Center            Garland            Texas 75040 3,654
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
771 Newgate Mall            Ogden            Utah 84405 3,456
General Growth 110 N Wacker Dr.
Chicago            IL 60606
772 Legends at Village West            Kansas City            Kansas 66109 3,384 Red
Development 4717 Central Avenue            Kansas
City            MS 64112
773 Shoppes at La Cantera            San Antonio            Texas 78256 3,246
General Growth
110 N Wacker Dr.
Chicago            IL 60606
774 Highland Mall            Austin            Texas 78752 3,742
General Growth 110 NWacker Dr.
Chicago            IL 60606
775 Indian River Mall            Vero Beach            Florida 32966 2,912
General Growth 110 NWacker Dr.
Chicago            IL 60606
776 Northshore Square Mall            Slldell            Louisiana 70460 3,398
Sizeler Properties 4200 Regent Street            Suite 210
Columbus            OH 43219
777 Northridge Mall            Northridge            California 91324 3,758
General Growth 110 N Wacker Dr.
Chicago            IL 60606
778 Montclair Plaza            Montclair            California 91763 3,501
General Growth 110 NWacker Dr.
Chicago            IL 60606
779 Piedmont Mall            Danville            Virginia 24540 3,500
General Growth 110 N Wacker Dr.
Chicago            IL 60606
780 Santa Rosa Mall            Santa Rosa            California 95401 3,201
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
781 Irvine Spectrum Center            Irvine            California 92618 3,430
Irvine Company 100 Innovation Dr
Irvine            CA 92617
782 Layton Hills Mall            Layton            Utah 84041 3,281 CBL
& Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
783 Aurora Mall            Aurora            Colorado 80012 3,700
Simon Property Group 225 W Washington Street
Indianapolis            IN 46204
784 Southaven Towne Center            Southaven            Mississippi 38671 3,090 CBL
Si Associates 2030 Hamilton Place Blvd
Chattanooga            TN 37421
785 Eastern Shores            Spanish Fort            Alabama 36527 3,500 MG
Herring Group 5710 LBJ Freeway            Suite 450
Dallas            TX 75240
786 Mt. Berry Square            Rome            Georgia 30165 3,205
Prime Retail, L.P. 326 Third Street
Lakewood            NJ 8701
787 Dolphin Mall            Miami            Florida 33172 4,689
Taubman 200 E Long Lake Road            Suite 300 Bloomfield
Hills            Ml 48303
788 Santa Anita Mall            Arcadia            California 91007 3,335
Westfield 11601 Willshire Boulevard            Los
Angeles            CA 90025
789 Fresno Fashion Fair            Fresno            California 93710 3,794
Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401
790 Settlers Green            North Conway            New Hampshire 3860 4,171 OVP
Management 13 Settlers Green            North
Conway            NH 3860
791 Northridge Mall (CA) Salinas            California 93906 3,840
Macerich Company 401 Wilshire Boulevard            Suite 700 Santa
Monica            CA 90401




---



##### 



792 Newpark Mall            Newark
California 94560 3.012 General Growth 110 N Wacker
Dr. Chicago            IL 60606
793 Las Vegas Fashion Outlets            Primm
Nevada 89019 4,200 Talisman
Company 5420 Kietzke LaneSuite 103
Reno            NV 39511
794 Seattle Premium Outlets            Tulalip
Washington 98271 2,935 Chelsea Property Group 105 Eisenhower
Parkway            Roseland            NJ 7068
795 Solano Mall            Fairffeld
California 94533 3,089 Weslfield 11601 Wiltshire
Boulevard            Los Angeles            CA 90025
796 Weberstown Mall            Stockton
California 95207 3,790 Glimcher Properties Ltd 150 East Gay
Street            Columbus            OH 43215
797 Walnut Square Mall            Dalton
Georgia 30721 2,901 CBL & Associates 2030 Hamilton Place
Blvd            Chattanooga            TN 37421
798 Longview Mall            Longview
Texas 75604 4,000 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
799 Foothills Mall (TN) Maryville
Tennessee 37801 3,600 CBL & Associates 2030 Hamilton Place
Blvd            Chattanooga            TN 37421
800 North Georgia Outlets            Dawsonville
Georgia 30534 4,014 Chelsea Property Group 105 Eisenhower
Parkway            Roseland            NJ 7068
801 Central Mali (OK) Lawton
Oklahoma 73501 3,174 Jones Lang
LaSalle 3424 Peachtree Road NESuite 300
Atlanta            GA 30326
802 Pittsburgh Mills            Tarentum
Pennsylvania 15084 3,321 Mills Corporation 225 W Washington
Street            Indianapolis            IN 46204
803 Prien Lake Mall            Lake Charles
Louisiana 70601 3,760 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
804 Metropolis Mall            Plainfield
Indiana 46168 3,300 North Shore
Properties 5252 E 82nd StreetSuite 300
Indianapolis            IN 46250
805 Volusia Mall            Daytona Beach
Florida 32114 2,945 CBL & Associates 2030 Hamilton Place
Blvd            Chattanooga            TN 37421
806 Mainplace Mall            Santa Ana
California 92705 3,100 Westfield 11601 Willshire
Boulevard            Los Angeles            CA 90025
807 Rolling Oaks Mall            San Antonio
Texas 78247 2,979 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
809 Bradley Square            Cleveland
Tennessee 37312 3,482 Prime Retail, L.P. 326 Third
Street            Lakewood            NJ 8701
810 Gumee Mills Mall            Gumee
Illinois 60031 3,500 Mills Corporation 225 W Washington
Street            Indianapolis            IN 46204
811 Tucson Mall            Tucson
Arizona 85705 3,198 General Growth 110 N Wacker
Dr. Chicago            IL 60606
812 Lakewood Center            Lakewood
California 90712 3,500 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401
813 South Towne Center            Salt Lake City
Utah 84070 3,000 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401
814 Streets at Southpoint            Durham            North
Carolina 27713 3,845 General Growth 110 N Wacker
Dr. Chicago            IL 60606
815 Auburn Mall (MA) Auburn
Massachusetts 1501 3,510 Simon Properly Group 225 W Washington
Street            Indianapolis            IN 46204
816 Tanger Park City Outlets            Park City
Utah 84098 4,500 Tanger Properties,
L.P. 3200 Northline AvenueSuite 360
Greensboro            NC 27408
817 Horizon Outlet Center            Tulare
California 93274 4,000 Horizon Group Properties
Inc 6250 N. River RdSuite 10400 Rosemont
IL 60018
818 Glendale Galleria            Glendale
California 91210 2,864 General Growth 110 N Wacker
Dr. Chicago            IL 60606
819 Port Charlotte Town Center            Port Charlotte
Florida 33948 3,457 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
820 Hot Springs Mall            HotSprings
Arkansas 71913 3,849 Aronov Realty Management 3500 Eastern
Blvd            Montgomery            AL 36116
821 Summit Sierra            Reno
Nevada 89511 3,502 Bayer Properties Inc. 2222 Arlington
Ave. Birmingham            AL 35205
822 Regency Square (FL) Jacksonville
Florida 32225 2,863 General Growth 110 N Wacker
Dr. Chicago            IL 60606
823 Stonebriar Mall            Frisco
Texas 75034 3,242 General Growth 110 N Wacker
Dr. Chicago            IL 60606
824 Tanger Locust Grove            Locust Grove
Georgia 30248 5,300 Tanger Properties,
L.P. 3200 Northline AvenueSuite 360
Greensboro            NC 27408
825 Northpark Mall            Dallas
Texas 75225 3,520
Nasher 8080 N Central ExpresswaySuite
100 Dallas            TX 75206
826 Horton Plaza            San Diego
California 92101 3,500 Westfield 11601 Willshire
Boulevard            Los Angeles            CA 90025
827 Pierre Bossier            Bossier
Louisiana 71111 3,412 General Growth 110 N Wacker
Dr. Chicago            IL 60606
828 Mall at Turtle Creek            Suite 200 Jonesboro
Arkansas 72401 3,500 David Hocker 1901 Frederica
Street            Owensboro            KY 42301
829 Tanger Lincoln City            Lincoln City
Nebraska 97367 4,297 Tanger Properties,
UP. 3200 Northline AvenueSuite 360
Greensboro            NC 27408
830 Branson Landing            Branson
Missouri 65616 3,054 The Mills
Corp 3027 W Highway 76Suite B
Branson            MO 65616
831 Briarwood Mall            Ann Arbor
Michigan 48180 4,344 Mills Corporation 225 W Washington
Street            Indianapolis            IN 46204
832 Shops at Sunset            Miami
Florida 33143 3,116 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
833 Columbiana Centre            Columbia            South
Carolina 29212 3,925 General Growth 110 N Wacker
Dr. Chicago            IL 60606
834 Westminster Mall            Westminster
California 92683 3,850 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
835 West Oaks Mall (FL) Orlando
Florida 34761 3,504 General Growth 110 N Wacker
Dr. Chicago            IL 60606
836 Victoria Mall (TX) Victoria
Texas 77904 3,500 Hull Storey Retail Group 3632 Wheeler
Road            Augusta            GA 30909
837 Merced Mall            Merced
California 95348 3,446 Codding
Enterprises 1400 Valley House Dr.Suite 100 Rohnert
Park            CA 94928
838 Woodbum Company Store            Woodbum
Oregon 97071 4,668 Craig Realty
Group 1500 Quail StreetSuite 100 Newport
Beach            CA 92660
839 Bonlta Lakes            Meridian
Mississippi 39301 2,977 CBL & Associates 2030 Hamilton Place
Blvd            Chattanooga            TN 37421
840 Carriage Crossing            Memphis
Tennessee 38017 3,499
Wilson 2500 Windy Ridge ParkwaySuite
160 Atlanta            GA 30339
841 Killeen Mall            Killeen
Texas 76543 3,089 Jones Lang
LaSalle 3424 Peachtree Road NESuite 300
Atlanta            GA 30326
842 Town East (TX) Mesquite
Texas 75150 2,963 General Growth 110 N Wacker
Dr. Chicago            IL 60606
843 Willowbend Mall            Piano
Texas 75093 3,416
Taubman 200 E Long Lake RoadSuite 300
Bloomfieid Hilts            Ml 48303
844 Glynn Place            Brunswick
Georgia 31525 3,120 Colonial
Properties 2101 6th Ave NorthSuite 750
Birmingham            AL 35203
845 Oakbrook Center            Oakbrook
Illinois 60523 2,997 General Growth 110 N Wacker
Dr. Chicago            IL 60606
846 Visalia Mall            Visalia
California 93277 4,000 General Growth 110 N Wacker
Dr. Chicago            IL 60606
847 Tanger Gonzales Outlets            Gonzales
Louisiana 70737 4,000 Tanger Properties,
L.P. 3200 Northline AvenueSuite 360
Greensboro            NC 27408
848 Rosedale Center            Roseville
Minnesota 55113 3,390 Jones Lang
LaSalle 3424 Peachtree Road NESuite 300
Atlanta            GA 30326
849 Magic Valley Mall            Twin Falls
Idaho 3,353 Woodbury
Corporation 2733 E Parley WaySuite 300 Salt Lake
City            UT 84109
850 Galleria at Sunset            Henderson
Nevada 89014 3,802 Forest City Enterprises 100 Terminal
Tower            Cleveland            OH 44113
851 Fair Oaks Mall            Columbus
Indiana 47201 2,854 Veritas Realty 930 E 66th
Street            Indianapolis            IN 46220
852 Grand Teton Mall            Idaho Falls
Idaho 83404 3,600 General Growth 110 N Wacker
Dr. Chicago            IL 60606
853 Mesilla Valley Mall            Las Cruces            New
Mexico 1502 3,968 Jones Lang LaSalle
3424 Peachtree Road NESuite 300 Atlanta            GA 30326
854 Irving Mall (TX) Irving
Texas 75062 3,974 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
855 Capitola Mall            Capitola
California 95010 3,431 Macerich
Company 401 Wilshire BoulevardSuite 700 Santa
Monica            CA 90401
856 Jordan Landing            West Jordan
Utah 84084 3,798 Foursquare
Properties 5850 Avenida EncinasSuite A
Cartsnad            CA 92008
857 Red Cliffs Mall            St. George
Utah 84790 3,331 General Growth 110 N Wacker
Dr. Chicago            IL 60606
858 Bayshore Town Center            Milwaukee
Wisconsin 53217 3,502 Steiner and Associates,
Inc. 4200 Regent StreetSuite210 Columbus
OH 43219
859 Tanger Commerce II            Commerce
Georgia 30529 4,000 Tanger Properties,
L.P. 3200 Northline AvenueSuite360
Greensboro            NC 27408
860 Fashion Place            Murray
Utah 84107 3,671 General Growth 110 N Wacker
Dr. Chicago            IL 60606
861 West Oaks (TX) Houston
Texas 77082 3,500 Jones Lang
LaSalle 3424 Peachlree Road NESuite 300
Atlanta            GA 30326
862 Waterford Lakes Town Center            Orlando
Florida 32828 3,128 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
863 Brea Mall            Brea
California 92821 3,400 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
864 Lloyd Center            Portland
Oregon 97232 4,060 Glimcher Properties Ltd 150 East Gay
Street            Columbus            OH 43215
865 Columbia Center (WA) Kennewick
Washington 99336 3,361 Simon Property Group 225 W Washington
Street            Indianapolis            IN 46204
866 Willowbrook Mall (TX) Houston
Texas 77070 3,248 General Growth 110 N Wacker
Dr. Chicago            IL 60606
867 Oak Park Mall            Overland Park
Kansas 66214 3,355 CBL & Associates 2030 Hamilton Place
Blvd            Chattanooga            TN 37421
868 Merritt Square            Merritt Island
Florida 32952 3,650 Thor Merritt Square 139 Fifth
Avenue            New York            NY 10010
869 Mall at Stonecrest            Lithonla
Georgia 30038 3,200 Forest City Enterprises 100 Terminal
Tower            Cleveland            OH 44113
870 Hershey Outlets            Hershey
Pennsylvania 17033 4,065 FSH
Associates 120 N Pointe BlvdSuite 301
Lancaster            PA 17601
871 Shoppes at Montage            Moosic
Pennsylvania 18507 3,500 Jeffery R. Anderson
Realty 3805 Edwards RoadSuite 700 Cincinnati
OH 45209
872 Round Rock Outlets            Round Rock
Texas 78664 3,824 Chelsea Property Group 105 Eisenhower
Parkway            Roseland            NJ 7068




---



##### 



873 Coconut Point            Estero
Florida 33928 3,175 Simon Property
Group 225
W Washington Street            IndianapolisIN 46204
874 Gulfview Square            Port Riohey
Florida 34668 3,850 Simon Property
Group 225
W Washington Street            IndianapolisIN 46204
875 Village at Sandhill            Columbia            South
Carolina 29229 3,804 Hill
Partners
10 Flintlake Rd            ColumbiaSC 29223
876 Pinnacle Hills            Rogers
Arkansas 72758 3,690 General
Growth
110 N Wacker Dr. ChicagoIL 60606
877 Green Oaks Village            Brighton
Michigan 48116 3,500
Lormax
One Town SquareSuite 1600 SouthfieldMl 75201
878 Shops at Fallen Timbers            Suite1599 Maumee
Ohio 43537 3,545 General Growth
Properties 110
N Wacker Dr. ChicagoIL 60606
879 Greene Town Center            Beavercreek
Ohio 45440 2,873 Steiner and Associates,
Inc. 4200 Regent
StreetSuite 210 ColumbusOH 43219
880 Topanga Plaza            CanogaPark
California 91303 3,907
Westfield
11601 Willshire Boulevard            LosAngelesCA 90025
881 Miromar Outlets            Estero
Florida 33928 4,000
Mirormar
10801 Corkscrew RdSuite 305 EsteroFL 33928
882 Rio Grande Outlets            Mercedes
Texas 78570 4,284 Chelsea Property
Group 105
Eisenhower Parkway            RoselandNJ 7068
883 Southgate Mall            Missoula
Montana 59801 3,057 Southgate Mall
Associates 3011
American Way            MissoulaMT 59808
884 International Plaza            Tampa
Florida 33607 4,000
Taubman 200 E Long Lake
RoadSuite 300 Bloomfield Hills
Ml 48303
885 Lake Buena Vista Outlets            Orlando
Florida 32821 4,000 Lake Buena Vista Joint
Venture 1725
University DriveSuite 450 Coral SpringsFL 33071
886 Prime Outlets at Gulfport            Qulfport
Mississippi 39503 4,847 Prime Retail,
L.P. 326
Third Street            LakewoodNJ 8701
887 Hillsboro Outlets            Hillsboro
Texas 76645 4,015 Prime Retail,
L.P. 326
Third Street            LakewoodNJ 8701
888 Mall Del Norte            Laredo
Texas 78041 3,800 CBL &
Associates
2030 Hamilton Place Blvd            ChattanoogaTN 37421
889 Pinnacle at Tutwiler Farm            Birmingham
Alabama 35235 3,480 Colonial
Properties
21016th Ave NorthSuite 750 BirminghamAL 35203
890 Leesburg Premium Outlets         
   Suite 1625 Leesburg
Virginia 20176 3,467 Chelsea Property
Group 105
Eisenhower Parkway            RoselandNJ 7068
891 Prime Outlets at Queenstown            Queenstown
Maryland 21658 4,000 Prime Retail,
L.P. 326
Third Street            LakewoodNJ 8701
892 Arden Fair Mall            Ste1167 Sacramento
California 95815 2,867 Macerich
Company
401 Wilshire BoulevardSuite 700 Santa MonicaCA 90401
893 Southlake Town Square            Dallas
Texas 76092 3,365 SLTS Grand Ave,
LP 1256
Main StreetSuite 240 SouthlakeTX 76092
894 Sacramento Gateway            Sacramento
California 95815 3,494 Opus
Northwest
10350 Bren Road West            MinnetonkaMN 55343
895 Prime Outlets Lebanon            Lebanon
Tennessee 37090 3,759 Prime Retail,
LP. 326
Third Street            LakewoodNJ 8701
896 Tanger Outlet Myrtle Beach            Myrtle Beach            South
Carolina 29572 3,490 Tanger Properties,
L.P. 3200
Northline AvenueSuite 360 GreensboroNC 27408
897 Galleria at Centerville            Centerville
Georgia 31028 3,056
Zamias
300 Market Street            JohnstownPA 15901
898 Oak Hollow            High Point            North
Carolina 27262 3,190 CBL & Associates 2030
Hamilton Place Blvd
Chattanooga            TN 37421
899 Aiken Mall            Suite 335 Aiken            South
Carolina 29803 2,989 Verilas
Realty
930 E 66th Street            IndianapolisIN 46220
900 Town Center at Olay Ranch            Chula Vista
California 91915 3,500 General
Growth
110 N Wacker Dr. ChicagoIL 60606
901 Randolph Mall            Asheboro            North
Carolina 27203 3,653 CBL &
Associates
2030 Hamilton Place Blvd            ChattanoogaTN 37421
902 Brazos Mall            Lake Jackson
Texas 77566 3,537 Prime Retail,
UP. 326
Third Street            LakewoodNJ 8701
903 Manassas Mall            Manassas
Virginia 20109 3,400
Vomado
210 Route 4 East            ParamusNJ 7652
904 Promenade at Bolingbrook            Bolingbrook
Illinois 60440 3,600 Forest City
Enterprises
100 Terminal Tower            ClevelandOH 44113
905 Prime Outlets Oshkosh            Oshkosh
Wisconsin 54904 3,500 Prime Retail,
LP. 326
Third Street            LakewoodNJ 8701
906 Superman of the Great Northwest            Suite 1268 Aubum
Washington 98001 4,630 Glimcher Properties
Ltd 150 East
Gay Street            ColumbusOH 43215
907 Tanger Tllton            Tilton            New
Hampshire 3276 3,500 Tanger Properties,
LP. 3200
Northline AvenueSuite 360 GreensboroNC 27408
908 Pembroke Lakes Mall            Pembroke Pines
Florida 33026 4,064 General
Growth
110 N WackerDr. ChicagoIL 60606
909 Puente Hills Mall            Industry
California 91748 3,419 Glimcher Properties
Ltd 150 East
Gay Street            ColumbusOH 43215
910 Cache Valley Mall            Logan
Utah 84341 3,253 General
Growth
110 N WackerDr. ChicagoIL 60606
911 Chesapeake Square Mall            Chesapeake
Virginia 23321 3,568 Simon Properly
Group 225
W Washington Street            IndianapolisIN 46204
912 Cottonwood Mall            Alburquerque
NewMexico 87114 3,025 Simon Property
Group 225
W Washington Street            IndianapolisIN 46204
913 Plaza at West Covina            WestCovina
California 91790 3,269
Westfield
11601 Willshire Boulevard            LosAngelesCA 90025
914 ShawneeMall            Shawnee
Oklahoma 74804 3,946 Prime Retail,
L.P. 326
Third Street            LakewoodNJ 8701
915 Antelope Valley Mall            Palmdale
California 93551 3,088 Forest City
Enterprises
100 Terminal Tower            ClevelandOH 44113
916 Cascade Mall            Burlington
Washington 98233 3,426 Macerich
Company
401 Wilshire BoulevardSuite 700 Santa MonicaCA 90401
917 Eagle Ridge Mall            LakeWales
Florida 33859 3,500 General
Growth
HONWackerDr. ChicagoIL 60606
918 Westside Pavilion            LosAngeles
California 90064 3,858 Macerich
Company
401 Wilshire BoulevardSuite 700 Santa MonicaCA 90401
919 Valley Mall            Yaklma
Washington 98903 3,646 Valley Mall
LLC
7455 SW Bridgeport RoadSuite 205 TigardOR 97224
920 Hickory Point Mall            Forsylh
Illinois 62535 3,500 CBL &
Associates
2030 Hamilton Place Blvd            ChattanoogaTN 37421
921 Prime Outlets Oriando            Orlando
Florida 32819 4,500 Prime Retail,
L.P. 326
Third Street            LakewoodNJ 8701
922 San Tan Village            Gilbert
Arizona 85296 3,593 Macerich
Company
401 Wilshire BoulevardSuite 700 Santa MonicaCA 90401
924 Tanger Outlets Lancaster            Lancaster
Pennsylvania 17602 3,910 Tanger Properties,
L.P. 3200
Northline AvenueSuite 360 GreensboroNC 27408
925 Outlet Shopps El Paso            El Paso
Texas 79932 4,400 Horizon Group Properties
Inc 6250 N. River
RdSuite 10400 RosemontIL 60018
926 Avenue Webb Gin            Snellville
Georgia 30078 3,152
Cousins
191 Peachtree Street NESuite 3600 AtlantaGA 30303
927 Town Square Las Vegas            LasVegas
Nevada 89119 3,318
Tumberry
P.O.BoxBOOODept 976 BuffaloNY 14267
929 Las Palmas Marketplace            El Paso
Texas 79936 3,500 ADD
Holdings
5823 N. MesaSuite 195 El PasoTX 79912
930 Mesa Mall            Grand Junction
Colorado 81505 3,652 Macerich
Company
401 Wilshire BoulevardSuite 700 Santa MonicaCA 90401
931 Tempe Marketplace            Suite 350 Tempe
Arizona 85281 3,516 Vestar
Development
2425 E Cametback RoadSlute750 PhoenixAZ 85016
932 Pinnacle at Turkey Creek            Knoxville
Tennessee 3,267 Colonial
Properties
21016th Ave NorthSuite 750 BirminghamAL 35203
933 Hamburg Pavilion            Lexington
Kentucky 40509 4,000
Thomas
45 Ansley Drive            NewmanGA 30263
934 The Loop            Kissimmee
Florida 34741 3,353
Wilder
800 Boylston StreetSuite 1300 BostonMA 2199
935 Prime Outlets Lee            Lee
Massachusetts 1238 4,382 Prime Retail,
L.P. 326
Third Street            LakewoodNJ 8701
936 Allen Premium Outlets            Allen
Texas 75013 4,066 Chelsea Property
Group 105
Eisenhower Parkway            RoselandNJ 7068
937 The Block at Orange            Orange
California 92868 3,400 Mills
Corporation
225 W Washington Street            IndianapolisIN 46204
938 Las Vegas Outlet            LasVegas
Nevada 89106 4,214 Chelsea Property
Group 105
Eisenhower Parkway            RoselandNJ 7068
939 Five Points Plaza            Huntington Beach
California 92648 4,125
Metrovation
225108TH AvenueNE Suite 520 BellevueWA 98004
940 Town Center Plaza            Leawood
Kansas 66211 3,971
DDR
5029 West 117th Street            LeawoodKS 66211
941 Gateway Station            FortWorth
Texas 76028 3,225 Kimco
Realty
3333 New Hyde Park Rd Suite 100            NewHydeParkNY 11042
942 Pacilic View Mall            Ventura
California 93003 3,683 Macerich
Company
401 Wilshire BoulevardSuite 700 Santa MonicaCA 90401
943 Country Club Mall            Cumberland
Maryland 21502 3,600
JJGumberg
1051 Brinton Road            PittsburghPA 15221
944 Midland Park            Midland
Texas 79705-3256 5,672 Simon Property
Group 225
W Washington Street            IndianapolisIN 46204
945 Highland Village            Highland Village
Texas 75077 3,212 Shops at Highland Village Developers 121 West
ForsythSuite 200
JacksonvilleFL
32202
946 Burr Ridge Town Center            Burr Ridge
Illinois 60527 3,052 Opus Northwest
10350 Bren Road West
Minnetonka            MN 55343
947 Cumberland Mall            Atlanta
Georgia 30339 3,599 General
Growth
HONWackerDr. ChicagoIL 60606
948 South Park Mall            San Antonio
Texas 76224 3,500 Jones Lang
LaSalle
3424 Peachtree Road NESuite 300 AtlantaGA 30326
949 Colonle Center            Albany            New
York 12205 3,500
Feldman
2201 E. Camelback RdSuite 350 PhoenixAZ 85016
950 West County Mall            Des Peres
Missouri 63131 4,160
Westfield
11601 Willshire Boulevard            LosAngelesCA 90025
951 Harrisburg Mall            Harrisburg
Pennsylvania 17111 4.586
Feldman
2201 E. Camelback RdSuite 350 PhoenixAZ            B5016
952 Short Pump Town Center            Richmond
Virginia 23233 2,825 Forest City
Enterprises
100 Terminal Tower            ClevelandOH 44113
953 Prime Outlets Pismo Beach            Pismo
California 93449 3,500 Prime Retail,
L.P. 326
Third Street            LakewoodNJ 8701
954 Meadowood Mail            Reno
Nevada 89502 4,000 Simon Property Group
225 W Washington Street
Indianapolis            IN 46204




---



##### 



955 Rlverdate Village            Goon
Rapids            Minnesota 55433 3,333 DDR 5029 West 117th
Street            Leawood            KS 66211
956 Shops at Centerra
Loveland            Colorado 80530 3,960 Poag& McEwen 6410 Poplar
Avenue            Suite 850 Memphis            TN 38119
957 Village at Stonecreek            San
Antonio            Texas 78259 3,405 Reata 3300 Enterprise
Parkway            Beachwood            OH 44122
958 Hill Country Galleria            Bee
Cave            Texas 78738 3,727 Open Realty            P.O. Box
8000 Dept 976 Buffalo            NY 14267
959 North Hanover Mall
Hanover Pennsylvania 17331 4,333 Preit-Rubin 200 South Broad Street
Philadelphia PA 19102 962 Warwick Mall
Warwick Rhode Island 2886 247 Warwick Mall P.O. Box 2513
Providence Rl 2906
1004 West Coast Distribution Center
Ontario            California 91761 359,996
ProLogis 2817 E Cedar StreetSuite 200 Ontario
CA 91761
2011 Jimmyz Exton Square
Exton            Pennsylvania 19341 3,600 Preit-Rubin 200 South Broad
Street            Philadelphia            PA 19102
2012 JimmyZ Galleria at Tyler
Riverside            California 92503 3,503 Genera! Growth 110 N Wacker
Dr. Chicago            IL 60606
2013 Jimmyz Wellington Green            West Palm
Beach Florida 33414 3,800 Taubman 200 E Long Lake Road Suite 300 Bloomfield Hills Ml
48303
2014 JIMMYZ Woodlands Mall Suite 700 The Woodlands Texas 77380 3,327 General
Growth 110 N Wacker Dr. Chicago IL 60606
2015 Jimmyz Woodfield Mall            Shaumburg
Illinois 60173 4,283 Taubman 200 E Long Lake Road Suite 300 Bloomfield Hills Ml
48303
2016 JIMMYZ Mall of America
Bloomington            Minnesota 55425 3,717 Simon Property Group 225 W
Washington Slreet            Indianapolis            IN 46204
2017 Jimmyz San Marcos Outlets            San
Marcos            Texas 78666 4,012 Prime Retail, L.P. 326 Third
Street            Lakewood            NJ 8701
2018 Jimmyz Grove City Outlets            Grove
City            P
ennsylvania 16127 5,446 Prime Retail, L.P. 326 Third
Street            Lakewood            NJ 8701
2019 Jimmyz Logan Valley Mall
Altoona            Pennsylvania 16602 3,319 Preit-Rubin 200 South
Broad Street            Philadelphia            PA 19102
2020 Jimmyz St. Louis Galleria            St.
Louis            Missouri 63117 3,500 General Growth 110 N Wacker
Dr. Chicago            IL 60606
2021 Jimmyz Fox River Mall
Appleton            Wisconsin 54913 3,368 General Growth 110 N Wacker
Dr. Chicago            IL 60606
2022 Jimmyz Hanes Mall
Winslon-Salem            North Carolina 27103 3,952 CBL & Associates 2030
Hamilton Place Blvd            Chattanooga            TN 37421
2023 Jimmyz Manhattan Mall
NewYork            NewYoik 10001 4,500 Argent Ventures LLC 551 Fifth
Avenue 34th Floor            NewYork            NY 10176
2024 Jimmyz College Square
Morristown            Tennessee 37813 3,500 CBL & Associates 2030 Hamilton
Place Blvd            Chattanooga            TN 37421
3009 Canadian Office            Suite 208
Mississauga            Ontario            L4V1E3 1,391 Orlando Corporation 6205 Airport
Road            Mississauga            Ontario            L4V1E3
3011 Metropolis at Metrotown            M175
Bumaby            British Columbia            V5H4P1 3524 IvanhoeCam 1001 Square
Victoria            bureau C-500 Montreal            Quebec            H2Z 2B5
3012 GuildfordTC 2608A
Surrey            British Columbia            V3R7C1 3608 IvanhoeCam 1001 Square
Victoria            bureau C-500 Montreal            Quebec            H2Z2B5
3013 White Oaks Mall 491/495
London            Ontario            N6E1V4 3380 Redcliff 4040 University
Avenue            Suite 1200 Toronto            Ontario            M5J1T1
3014 Pickering Town Center 193
Pickering            Ontario            L1V1B8 3434 20 Vic 1355 Kingston
Road            Pickering            Ontario            L1V1B8
3015 FairviewPark            E005
Kitchener            Ontario            N2C1X1 3026 Cadillac Fairview 20 Queen Street
West 5th Floor            Toronto            Ontario            MSH3R4
3016 Georgian Mall            D016
Barrie            Ontario            L4M4Z8 3384 Cadillac Fairview 20 Queen Street
West 5th Floor            Toronto            Ontario            MSH3R4
3017 Oakville Place 121A
Oakville            Ontario            L6H3H6 3191 IvanhoeCam 1001 Square
Victoria            bureau C-500 Montreal            Quebec            H2Z2B5
3018 Vaughan Mills 439
Vaughn            Ontario            L4K5W4 5095 IvanhoeCam 1001 Square
Victoria            bureau C-500 Montreal            Quebec            H2Z2B5
3019 DufferinMall 168
Toronto            Ontario            M6H4B1 3112 Oxford 130 Adelaide
Street            Suite 100 Toronto            Ontario            M5H3P5
3021 Square One 2-305
Mississauga            Ontario            L5B2C9 3447 Oxford 130 Adelaide
Street            Suite 100 Toronto            Ontario            M6H3P5
3022 Lime Ridge Mall 229B            Hamilton Ontario L9A4X5 3135 Cadillac
Fairview 20 Queen Street West 5th Floor            Toronto Ontario MSM3R4
3023 Scarborough TC 46/47 Scarborough Ontario M1P4P5 3235 Oxford 130
Adelaide Street Suiteioo            Toronto Ontario M5H3P5




---



##### 



ENCUMBERANCES
Please see attached.




---



##### 



FLEET RETAIL/AEROPOSTALE/MSS DELAWARE
 21694.00138
 UCC Search Chart
 2/14/08
 OTHERCOLLATERALFILING
    
    SEARCH
    
    TAX LIEN-
    
    SECURED
    
    FILING
    
    FILING
    
    ACCOUNTS
    
    
    
    EQUIPMENT
    
    EQUIPMENT
    
    
    
    INVESTMENT
    
    GENERAL
    
    INTLLECTUAL
    
    R.E. FIXTURE
    
    AND/ORDEBTOR
    
    STATE
    
    OFFICE
    
    THRU DATE
    
    SEELEGEND
    
    CREDITOR
    
    DATE
    
    NUMBER
    
    RECEIVABLE
    
    INVENTORY
    
    (ALL)
    
    (SPECIFIC)
    
    GOODS
    
    PROPERTY
    
    INTANGIBLES
    
    PROPERTY
    
    FILING
    
    COMMENTSFleet Retail Finance Inc. (Formerly known as BankBoston Retail Finance Inc.), as Agent
    
    11/26/01
    
    
    11535942Aeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    F: C
    
    Continuation
    
    10/12/06
    
    
    63529575
    
    
    X
    
    X
    
    X
    
    
    
    X
    
    X
    
    X
    
    X
    
    
    
    In Lieu Financing StatementAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit Corporation (Lessor)
    
    2/11/02
    
    
    20590376
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    LeaseAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit Corporation
    
    8/1/02
    
    
    22024366
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    LeaseAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit Corporation
    
    8/2/02
    
    
    20038556
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    LeaseAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    1/29/03
    
    
    30496334
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    LeaseAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    4/11/03
    
    
    30946346
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    LeaseAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    Racine Joing Venturell, CBL & Associates Properties, Inc.
    
    7/15/03
    
    
    32010372
    
    
    X
    
    X
    
    X
    
    
    
    X
    
    X
    
    
    
    
    
    
    
    Security interest granted to Landlord by TenantAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    5/3/04
    
    
    41226796
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    LeaseAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    4/12/05
    
    
    51122523
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    LeaseAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    7/11/05
    
    
    52117746
    
    
    
    
    
    
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    LeaseAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    Georgia Square Mall
    
    4/08/06
    
    
    61389535
    
    
    X
    
    X
    
    X
    
    
    
    X
    
    X
    
    
    
    
    
    
    
    Security interest granted to Landlord by TenantAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    CBL & Associates Properties
    
    5/30/06
    
    
    6185994
    
    
    X
    
    X
    
    X
    
    
    
    X
    
    X
    
    
    
    
    
    
    
    Security interest granted to Landlord by TenantAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    6/29/06
    
    
    62246189
    
    
    
    
    
    
    
    
    XAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    1/3/07
    
    
    70016856
    
    
    
    
    
    
    
    
    XAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    2/15/07
    
    
    70608736
    
    
    
    
    
    
    
    
    XAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    7/2/07
    
    
    72496072
    
    
    
    
    
    
    
    
    XAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    9/19/07
    
    
    73541892
    
    
    
    
    
    
    
    
    XAeropostale, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    IBM Credit LLC
    
    10/24/07
    
    
    74028519
    
    
    
    
    
    
    
    
    XFleet Retail Finance Inc. (Formerly known as BankBoston Retail Finance Inc.), as Agent
    
    2/1/02
    
    
    20282032Aeropostale West, Inc.
    
    DE
    
    SOS
    
    10/31/07
    
    
    
    Continuation
    
    10/12/06
    
    
    63529559
    
    
    X
    
    X
    
    X
    
    
    
    X
    
    X
    
    X
    
    X
    
    
    
    In Lieu Financing StatementAero GC Management LLC
    
    VA
    
    SOS
    
    11/02/07
    
    
    
    No UCC FilingsAero GC Management LLC
    
    VA
    
    SOS
    
    11/02/07
    
    F:CAero GC Management LLC
    
    VA
    
    Richmond City
    
    11/07/07
    
    S:CAero GC Management LLC
    
    NY
    
    SOS
    
    11/02/00
    
    F:CAero GC Management LLC
    
    NY
    
    New York County
    
    10/28/07
    
    S:CJimmy Z Surf Co., Inc.
    
    DE
    
    SOS
    
    11/01/07
    
    
    
    No UCC FilingsJimmy Z Surf Co., Inc.
    
    DE
    
    SOS
    
    11/01/07
    
    F:CJimmy Z Surf Co., Inc.
    
    DE
    
    New Castle County
    
    11/01/07
    
    S:CJimmy Z Surf Co., Inc.
    
    NY
    
    SOS
    
    11/02/07
    
    S:CJimmy Z Surf Co., Inc.
    
    NY
    
    New York County
    
    10/28/07
    
    S:C
 F: Federal Tax Lien
 S: State Tax Lien
 J: Judgment Lien
 C: Clear
 1




---



##### 



21694.00138 FLEET RETAIL/AEROPOSTALE/MSS DELAWARE
UCC Search Chart 2/14/08
Fleet Retail Finance Inc. 12/1/02 120282032
(Formerly known as BankBoston Retail Finance Inc.), as Agent
Aeropostale West, Inc. DE SOS10/31/07Continuation
              10/12/06 63529559                 X   X   X   X   X   X   X    In Lieu Financing
Statement
Aero GC Management LLC            VA SOS11/02/07No UCC Filings
Aero GC Management LLC            VA SOS11/02/07 F: C;
Richmond,
Aero GC Management LLC            VA            City11/07/07 S:C
Aero GC Management LLC            NY SOS11/02/00 F: C
New
York
  
Aero GC Management LLC            NY County10/28/07 S:C
Jimmy Z Surf Co., Inc. DE SOS11/01/07No UCC Filings
Jimmy Z Surf Co., Inc. DE SOS11/01/07 F: C
Newcastle
Jimmy Z Surf Co., Inc. DE            County11/01/07 S:C
;
Jimmy Z Surf Co., Inc. NY SOS11/02/07 S:C
New York            JimmyZ Surf Co., Inc.
           [NY [County 10/28/07 S:C
F: Federal Tax Lien
S: State Tax Lien
J: Judgment Lien
C: Clear 2




---



##### 



Exhibit 4-7 Indebtedness
None.




---



##### 



Exhibit 4-10 Capital Leases
None.




---



##### 



Exhibit 4-13
Taxes
None.




---



##### 



EXCLUDED ASSETS
1. Collateral as to which the security interest in favor of the Lender either (a) may not be
perfected by the filing of a financing statement under the applicable Uniform Commercial Code
or (b) as to which the Lender has elected not to perfect its security interest, for whatever
reason.
2. To the extent not included in Item 1 above, real property leasehold interests.




---



##### 



Exhibit 5-5 Borrowing Base Certificate
(See Attached)
Tab Ola.




---



##### 



AEROPOSTALE, INC.
REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION IF BORROWINGS ARE LESS THAN $75MM E-MAIL TO: Gheisa Cruz at gheisa.m.cruz@bankofamerica.com
Cert. No.
FAX TO: (617) 434-4310
General Ledger Inventory as of:
            $- (A)
Stated Inventory Advance Rate:
95.0% (B)
Inventory Availability (A*B)
            $;___(C)
Major Credit Card Receivables as of:
            $- (D)
Major Credit Card Receivable Advance Rate:
85.0% (E)
Major Credit Card Receivable Availability
(D*E) -___(F)
LESS Availability Reserves:
Gift Certificates (50% of outstanding)
            $-
Rent (2 months in WA, VA, PA)
            $-
Other Availability Reserves (TBD based on results of field exam)
            $-
TOTAL AVAILABILITY RESERVES
            $;___(G)
Total Uncapped Borrowing Base (C+F-G)
            $-
Total Capped Borrowing Base (not to exceed $150MM)
            $- (H)
AVAILABILITY CALCULATION
Beginning Principal Balance
            $-
ADD: Prior days advance
            $-
LESS: Prior days paydown
            $-
Ending principal balance
            $-
ADD: Standby Letters of Credit $
ADD: Documentary Letters of Credit ___
        .. $-
Total loan balance prior to request
            $- (I)
Net availability prior to todays request (H-I)
            $- (J)
ADVANCE REQUEST
            $-___(K)
Net availability after todays request (J-K)
            $- (L) The undersigned represents and warrants that (a) the information set forth above has been prepared
in accordance with the requirements of the Second Amended and Restated Loan and Security Agreement
(the Agreement) among the Borrower and Bank of America, N.A.; (b) the information set forth above
is complete and correct; (c) no Default (as defined in the Agreement) is presently in existence;
and (c) all or a portion of the advance requested hereby will be set aside by the Borrower to cover
100% of the Loan Parties obligation for sales tax on account of sales since the most recent
borrowing under the Agreement.
Authorized Signer




---



##### 



AEROPOSTALE, INC. REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION IF BORROWINGS EXCEED $75MM E-MAIL TO: Gheisa Cruz at gheisa.m.cruz@bankofamerica.com            Cert. No.
FAX TO: (617) 434-4310
Stock Ledger Inventory at Cost as of: $- ..
LESS Inventory Reserves:
Shrink $
RTVs ___.. $- ..
Damaged Inventory ___.. $- ..
Other Inventory Reserves (TBD based on results of field exam) ___.. $- ..
TOTAL INVENTORY RESERVES $
Eligible Inventory, as of: $(A) Effective Inventory Advance Rate: Appraised NOLV of Eligible Inventory Inventory Advance Percentage
TBD (B) (85% of Appraised NOLV of TBD based on updated appraisal
        .. TBD
Eligible Inventory)
Inventory Availability
(A*B)
#VALUE!(C)
Major Credit Card Receivables as
of:
_$- (D)
Major Credit Card Receivable Advance
Rate: 85.0%
(E)
Major Credit Card Receivable Availability
(D*E) -___(F)
LESS Availability Reserves:
Gift Certificates (50% of
outstanding)
_$-
Rent (2 months in WA, VA,
PA)
_$-
Other Availability Reserves (TBD based on results of field
exam) _$-
TOTAL AVAILABILITY
RESERVES
_$-___(G)
Total Uncapped Borrowing Base
(C+F-G)
#VALUE!
Total Capped Borrowing Base (not to exceed
$150MM)
#VALUE!(H)
AVAILABILITY CALCULATION
Beginning Principal
Balance
_$-
ADD: Prior
days advance _$-
LESS: Prior
days paydown _$-
Ending principal
balance
_$-
ADD: Standby
Letters of Credit $
ADD:
Documentary Letters of Credit _$-
Total loan balance prior to
request
_$- (I)
Net availability prior to todays request
(H-l) (J)
ADVANCE
REQUEST
$(K)
Net availability after todays request
(J-K) (L)
The undersigned represents and warrants that (a) the information set forth above has been prepared
in accordance with the requirements of the Second Amended and Restated Loan and Security Agreement
(the Agreement) among the Borrower and Bank of America, N.A.; (b) the information set forth above
is complete and correct; (c) no Default (as defined in the Agreement) is presently in existence;
and (c) all or a portion of the advance requested hereby will be set aside by the Borrower to cover
100% of the Loan Parties obligation for sales tax on account of sales since the most recent
borrowing under the Agreement.
Authorized Signer




---



##### 



BONDS & DEPOSITS
Aeropostale, Inc has guaranteed JimmyZ Surf Co., Inc.s store operating leases.