Exhibit 10.1  







CREDIT AGREEMENT


Dated as of March 20, 2009


among


FOOT LOCKER, INC.,

as the Borrower,


The Guarantors Named Herein,


BANK OF AMERICA, N.A.
as Administrative Agent, Collateral Agent, Swing Line
Lender

and

L/C Issuer,


and


The Other Lenders Party Hereto


JPMORGAN CHASE BANK, N.A. and WELLS FARGO
RETAIL FINANCE, LLC,

as Co-Syndication Agents


U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agent


BANC OF AMERICA SECURITIES LLC and J.P.
MORGAN SECURITIES INC.,

as Joint Lead Arrangers and Joint Bookrunners










TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
Section

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
ARTICLE I
 DEFINITIONS AND ACCOUNTING TERMS

	
 

	
1


	
 

	
 

	
 


	
1.01

	
 

	
Defined
 Terms

	
 

	
1


	
1.02

	
 

	
Other
 Interpretive Provisions

	
 

	
41


	
1.03

	
 

	
Accounting
 Terms

	
 

	
42


	
1.04

	
 

	
Rounding

	
 

	
43


	
1.05

	
 

	
Times of Day

	
 

	
43


	
1.06

	
 

	
Letter of Credit
 Amounts

	
 

	
43


	
 

	
 

	
 


	
ARTICLE II
 THE COMMITMENTS AND CREDIT EXTENSIONS

	
 

	
43


	
 

	
 

	
 


	
2.01

	
 

	
Committed
 Loans; Reserves

	
 

	
43


	
2.02

	
 

	
Borrowings,
 Conversions and Continuations of Committed Loans

	
 

	
44


	
2.03

	
 

	
Letters of
 Credit

	
 

	
46


	
2.04

	
 

	
Swing Line
 Loans

	
 

	
53


	
2.05

	
 

	
Prepayments

	
 

	
56


	
2.06

	
 

	
Termination
 or Reduction of Commitments

	
 

	
57


	
2.07

	
 

	
Repayment of
 Loans

	
 

	
58


	
2.08

	
 

	
Interest

	
 

	
58


	
2.09

	
 

	
Fees

	
 

	
59


	
2.10

	
 

	
Computation
 of Interest and Fees

	
 

	
59


	
2.11

	
 

	
Evidence of
 Debt

	
 

	
59


	
2.12

	
 

	
Payments
 Generally; Administrative Agent’s Clawback

	
 

	
60


	
2.13

	
 

	
Sharing of
 Payments by Lenders

	
 

	
61


	
2.14

	
 

	
Settlement
 Amongst Lenders

	
 

	
62


	
2.15

	
 

	
Increase in
 Commitments

	
 

	
63


	
 

	
 

	
 


	
ARTICLE III
 TAXES, YIELD PROTECTION AND ILLEGALITY

	
 

	
64


	
 

	
 

	
 


	
3.01

	
 

	
Taxes

	
 

	
64


	
3.02

	
 

	
Illegality

	
 

	
66


	
3.03

	
 

	
Inability to
 Determine Rates

	
 

	
67


	
3.04

	
 

	
Increased
 Costs; Reserves on LIBO Rate Loans

	
 

	
67


	
3.05

	
 

	
Compensation
 for Losses

	
 

	
68


	
3.06

	
 

	
Mitigation
 Obligations; Replacement of Lenders

	
 

	
69


	
3.07

	
 

	
Survival

	
 

	
69


	
 

	
 

	
 


	
ARTICLE IV
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

	
 

	
69


	
 

	
 

	
 


	
4.01

	
 

	
Conditions
 of Initial Credit Extension

	
 

	
69


	
4.02

	
 

	
Conditions
 to all Credit Extensions

	
 

	
72


	
 

	
 

	
 


	
ARTICLE V
 REPRESENTATIONS AND WARRANTIES

	
 

	
73


	
 

	
 

	
 


	
5.01

	
 

	
Existence,
 Qualification and Power

	
 

	
73


	
5.02

	
 

	
Authorization;
 No Contravention

	
 

	
73


	
5.03

	
 

	
Governmental
 Authorization; Other Consents

	
 

	
74


	
5.04

	
 

	
Binding
 Effect

	
 

	
74


	
5.05

	
 

	
Financial
 Statements; No Material Adverse Effect

	
 

	
74


	
5.06

	
 

	
Litigation

	
 

	
75


	
5.07

	
 

	
No Default

	
 

	
75





(i)







	
 

	
 

	
 

	
 

	
 


	
5.08

	
 

	
Ownership of
 Property; Liens

	
 

	
75


	
5.09

	
 

	
Environmental
 Compliance

	
 

	
76


	
5.10

	
 

	
Insurance

	
 

	
76


	
5.11

	
 

	
Taxes

	
 

	
76


	
5.12

	
 

	
ERISA
 Compliance

	
 

	
77


	
5.13

	
 

	
Subsidiaries;
 Equity Interests

	
 

	
77


	
5.14

	
 

	
Margin
 Regulations; Investment Company Act

	
 

	
78


	
5.15

	
 

	
Disclosure

	
 

	
78


	
5.16

	
 

	
Compliance
 with Laws

	
 

	
78


	
5.17

	
 

	
Intellectual
 Property

	
 

	
78


	
5.18

	
 

	
Labor
 Matters

	
 

	
78


	
5.19

	
 

	
Security
 Documents

	
 

	
79


	
5.20

	
 

	
Solvency

	
 

	
79


	
5.21

	
 

	
Deposit
 Accounts; Credit Card Arrangements

	
 

	
79


	
5.22

	
 

	
Brokers

	
 

	
80


	
5.23

	
 

	
Customer and
 Trade Relations

	
 

	
80


	
5.24

	
 

	
Casualty

	
 

	
80


	
 

	
 

	
 


	
ARTICLE VI
 AFFIRMATIVE COVENANTS

	
 

	
80


	
 

	
 

	
 


	
6.01

	
 

	
Financial
 Statements

	
 

	
80


	
6.02

	
 

	
Certificates;
 Other Information

	
 

	
81


	
6.03

	
 

	
Notices

	
 

	
83


	
6.04

	
 

	
Payment of
 Obligations

	
 

	
84


	
6.05

	
 

	
Preservation
 of Existence, Etc.

	
 

	
84


	
6.06

	
 

	
Maintenance
 of Properties

	
 

	
84


	
6.07

	
 

	
Maintenance
 of Insurance

	
 

	
85


	
6.08

	
 

	
Compliance
 with Laws

	
 

	
86


	
6.09

	
 

	
Books and
 Records; Accountants

	
 

	
86


	
6.10

	
 

	
Inspection
 Rights

	
 

	
86


	
6.11

	
 

	
Use of
 Proceeds

	
 

	
87


	
6.12

	
 

	
Additional
 Loan Parties

	
 

	
87


	
6.13

	
 

	
Cash
 Management

	
 

	
87


	
6.14

	
 

	
Information
 Regarding the Collateral

	
 

	
89


	
6.15

	
 

	
Physical
 Inventories

	
 

	
89


	
6.16

	
 

	
Environmental
 Laws

	
 

	
89


	
6.17

	
 

	
Further
 Assurances

	
 

	
90


	
6.18

	
 

	
Compliance
 with Terms of Leaseholds

	
 

	
90


	
 

	
 

	
 


	
ARTICLE VII
 NEGATIVE COVENANTS

	
 

	
90


	
 

	
 

	
 


	
7.01

	
 

	
Liens

	
 

	
90


	
7.02

	
 

	
Investments

	
 

	
90


	
7.03

	
 

	
Indebtedness;
 Disqualified Stock

	
 

	
91


	
7.04

	
 

	
Fundamental
 Changes

	
 

	
91


	
7.05

	
 

	
Dispositions

	
 

	
91


	
7.06

	
 

	
Restricted
 Payments

	
 

	
91


	
7.07

	
 

	
Prepayments
 of Indebtedness

	
 

	
92


	
7.08

	
 

	
Change in
 Nature of Business

	
 

	
92


	
7.09

	
 

	
Transactions
 with Affiliates

	
 

	
92


	
7.10

	
 

	
Burdensome
 Agreements

	
 

	
92


	
7.11

	
 

	
Use of
 Proceeds

	
 

	
93


	
7.12

	
 

	
Amendment of
 Material Documents

	
 

	
93





(ii)







	
 

	
 

	
 

	
 

	
 


	
7.13

	
 

	
Fiscal Year

	
 

	
93


	
7.14

	
 

	
Deposit
 Accounts; Credit Card Processors

	
 

	
93


	
7.15

	
 

	
Adjusted
 Consolidated Fixed Charge Coverage Ratio

	
 

	
94


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VIII
 EVENTS OF DEFAULT AND REMEDIES

	
 

	
94


	
 

	
 

	
 

	
 

	
 


	
8.01

	
 

	
Events of
 Default

	
 

	
94


	
8.02

	
 

	
Remedies
 Upon Event of Default

	
 

	
96


	
8.03

	
 

	
Application
 of Funds

	
 

	
97


	
 

	
 

	
 


	
ARTICLE IX
 ADMINISTRATIVE AGENT

	
 

	
98


	
 

	
 

	
 

	
 

	
 


	
9.01

	
 

	
Appointment
 and Authority

	
 

	
98


	
9.02

	
 

	
Rights as a
 Lender

	
 

	
99


	
9.03

	
 

	
Exculpatory
 Provisions

	
 

	
99


	
9.04

	
 

	
Reliance by
 Agents

	
 

	
100


	
9.05

	
 

	
Delegation
 of Duties

	
 

	
100


	
9.06

	
 

	
Resignation
 of Agents

	
 

	
100


	
9.07

	
 

	
Non-Reliance
 on Administrative Agent and Other Lenders

	
 

	
101


	
9.08

	
 

	
No Other
 Duties, Etc.

	
 

	
101


	
9.09

	
 

	
Administrative
 Agent May File Proofs of Claim

	
 

	
102


	
9.10

	
 

	
Collateral
 and Guaranty Matters

	
 

	
102


	
9.11

	
 

	
Notice of
 Transfer

	
 

	
103


	
9.12

	
 

	
Reports and
 Financial Statements

	
 

	
103


	
9.13

	
 

	
Agency for
 Perfection

	
 

	
104


	
9.14

	
 

	
Indemnification
 of Agents

	
 

	
104


	
9.15

	
 

	
Relation
 among Lenders

	
 

	
104


	
9.16

	
 

	
Defaulting
 Lender

	
 

	
104


	
 

	
 

	
 


	
ARTICLE X
 MISCELLANEOUS

	
 

	
105


	
 

	
 

	
 


	
10.01

	
 

	
Amendments,
 Etc.

	
 

	
105


	
10.02

	
 

	
Notices;
 Effectiveness; Electronic Communications

	
 

	
107


	
10.03

	
 

	
No Waiver;
 Cumulative Remedies

	
 

	
108


	
10.04

	
 

	
Expenses;
 Indemnity; Damage Waiver

	
 

	
109


	
10.05

	
 

	
Payments Set
 Aside

	
 

	
110


	
10.06

	
 

	
Successors
 and Assigns

	
 

	
111


	
10.07

	
 

	
Treatment of
 Certain Information; Confidentiality

	
 

	
114


	
10.08

	
 

	
Right of
 Setoff

	
 

	
115


	
10.09

	
 

	
Interest
 Rate Limitation

	
 

	
115


	
10.10

	
 

	
Counterparts;
 Integration; Effectiveness

	
 

	
115


	
10.11

	
 

	
Survival

	
 

	
116


	
10.12

	
 

	
Severability

	
 

	
116


	
10.13

	
 

	
Replacement
 of Lenders

	
 

	
116


	
10.14

	
 

	
Governing
 Law; Jurisdiction; Etc.

	
 

	
117


	
10.15

	
 

	
Waiver of
 Jury Trial

	
 

	
118


	
10.16

	
 

	
No Advisory
 or Fiduciary Responsibility

	
 

	
118


	
10.17

	
 

	
USA PATRIOT
 Act Notice

	
 

	
118


	
10.18

	
 

	
Foreign
 Asset Control Regulations

	
 

	
119


	
10.19

	
 

	
Time of the
 Essence

	
 

	
119


	
10.20

	
 

	
Press
 Releases

	
 

	
119


	
10.21

	
 

	
Additional
 Waivers

	
 

	
120


	
10.22

	
 

	
No Strict
 Construction

	
 

	
121


	
10.23

	
 

	
Attachments

	
 

	
121





(iii)







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
SIGNATURES

	
 

	
S-1





(iv)







	
 

	
 

	
 


	
SCHEDULES

	
 


	
 

	
 

	
 


	
 

	
1.01

	
Guarantors


	
 

	
1.02

	
Immaterial
 Subsidiaries


	
 

	
2.01

	
Commitments
 and Applicable Percentages


	
 

	
4.01

	
Security
 Documents and other Loan Documents delivered on Closing Date


	
 

	
5.01

	
Loan Parties
 Organizational Information


	
 

	
5.05

	
Supplement
 to Interim Financial Statements


	
 

	
5.06

	
Litigation


	
 

	
5.08(b)(1)

	
Owned Real
 Estate


	
 

	
5.08(b)(2)

	
Leased Real
 Estate


	
 

	
5.09

	
Environmental
 Matters


	
 

	
5.10

	
Insurance


	
 

	
5.13

	
Subsidiaries;
 Other Equity Investments


	
 

	
5.17

	
Intellectual
 Property Matters


	
 

	
5.18

	
Collective
 Bargaining Agreements


	
 

	
5.21(a)

	
DDAs


	
 

	
5.21(b)

	
Credit Card
 Arrangements


	
 

	
6.02

	
Financial
 and Collateral Reporting


	
 

	
7.01

	
Existing
 Liens


	
 

	
7.02

	
Existing
 Investments


	
 

	
7.03

	
Existing
 Indebtedness


	
 

	
10.02

	
Administrative
 Agent’s Office; Certain Addresses for Notices








	
 

	
 

	
 


	
EXHIBITS

	
 


	
 

	
 

	
 


	
 

	
 

	
Form of


	
 

	
 

	
 


	
 

	
A

	
Committed
 Loan Notice


	
 

	
B

	
Swing Line
 Loan Notice


	
 

	
C-1

	
Revolving
 Note


	
 

	
C-2

	
Swing Line
 Note


	
 

	
D

	
Compliance
 Certificate


	
 

	
E

	
Assignment
 and Assumption


	
 

	
F

	
Borrowing
 Base Certificate


	
 

	
G

	
Collateral
 Access Agreement


	
 

	
H

	
Facility
 Guaranty


	
 

	
I

	
Credit Card
 Notification


	
 

	
J

	
Joinder
 Agreement





(v)







CREDIT AGREEMENT


          This CREDIT
AGREEMENT (“Agreement”) is entered into as of March 20, 2009, among 


          FOOT
LOCKER, INC., a New York corporation (the “Borrower”), 


          the Persons
named on Schedule 1.01 hereto (collectively with each other Person that
from time to time becomes a “Guarantor” hereunder, the “Guarantors”), 


          each lender
from time to time party hereto (collectively, the “Lenders” and individually, a
“Lender”), 


          BANK OF
AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and
L/C Issuer; 


          J.P. MORGAN
CHASE BANK, N.A. and WELLS FARGO RETAIL FINANCE, LLC, as Co-Syndication Agents;
and 


          U.S. BANK
NATIONAL ASSOCIATION, as Documentation Agent. 


          The
Borrower has requested that the Lenders provide a revolving credit facility,
and the Lenders have indicated their willingness to lend and the L/C Issuer has
indicated its willingness to issue Letters of Credit, in each case on the terms
and conditions set forth herein. 


          In
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows: 


ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS


          1.01
Defined Terms. As used in this Agreement, the
following terms shall have the meanings set forth below: 


          “Accelerated
Borrowing Base Delivery Event” means either (i) the occurrence and continuance
of any Event of Default, or (ii) the failure of the Borrower to maintain
Availability at least equal to twenty percent (20%) of the Loan Cap. For
purposes of this Agreement, the occurrence of an Accelerated Borrowing Base
Delivery Event shall be deemed continuing at the Administrative Agent’s option
(i) so long as such Event of Default is continuing, and/or (ii) if the
Accelerated Borrowing Base Delivery Event arises as a result of the Borrower’s
failure to achieve Availability as required hereunder, until Availability has
exceeded twenty percent (20%) of the Loan Cap for sixty (60) consecutive
calendar days, in which case an Accelerated Borrowing Base Delivery Event shall
no longer be deemed to be continuing for purposes of this Agreement. 


          “Accommodation
Payment” has the meaning specified in Section 10.21(d). 


          “Account”
means “Account” as defined in the UCC, and also means a right to payment of a
monetary obligation, whether or not earned by performance, (a) for property
that has been or is to be sold, leased, licensed, assigned, or otherwise
disposed of, (b) for services rendered or to be rendered, or (c) arising out of
the use of a credit or charge card or information contained on or for use with
the card. 


          “ACH” means
automated clearing house transfers. 


-1-







          “Acquisition”
means, with respect to any Person (a) an Investment in, or a purchase of a
Controlling interest in, the Equity Interests of any other Person, (b) a
purchase or other acquisition of all or substantially all of the assets or
properties of, another Person or of any business unit of another Person, (c) any
merger or consolidation of such Person with any other Person or other
transaction or series of transactions resulting in the acquisition of all or
substantially all of the assets, or a Controlling interest in the Equity
Interests, of any Person, or (d) any acquisition of Store locations of any
Person for which the aggregate consideration payable in connection with such
acquisition is $25,000,000 or more, in each case in any transaction or group of
transactions which are part of a common plan. 


          “Act” has
the meaning specified in Section 10.17. 


          “Additional
Commitment Lender” shall have the meaning provided in Section 2.15. 


          “Adjusted
Consolidated EBITDA” means, for any Measurement Period, an amount equal to
EBITDA as set forth in Report 210 (as disclosed to the Lenders) of the
Borrower’s customary internal financial reports, as calculated in accordance
with the Borrower’s customary practices as in effect on the Closing Date. 


          “Adjusted
Consolidated Fixed Charge Coverage Ratio” means, at any date of determination,
the ratio of (a) (i) Adjusted Consolidated EBITDA for the most recently
completed Measurement Period plus (ii) dividends received by the Borrower from
its foreign Subsidiaries during such period minus (iii) the sum of (x) the Loan
Parties’ pro rata share (based on sales of the Loan Parties) of Corporate
Capital Expenditures plus (y) the Loan Parties’ pro rata share of Capital
Expenditures for U.S. store divisions (but excluding Champs Canada) as set
forth on Report 304I (as disclosed to the Lenders) of the Borrower’s customary
internal financial reports, minus (iv) the Loan Parties’ pro rata share (based
on income of the Loan Parties) of income taxes of the Borrower and its U.S.
Subsidiaries set forth on Report 135 (as disclosed to the Lenders) of the
Borrower’s customary internal financial reports to (b) the sum of (i) Debt
Service Charges plus (ii) the aggregate amount of all Restricted Payments, in
each case, of or by the Borrower and its Subsidiaries who are Loan Parties for
the most recently completed Measurement Period, all as determined on a
Consolidated basis in accordance with the Borrower’s customary accounting
practices as in effect on the Closing Date. 


           “Adjusted
LIBO Rate” means, with respect to any LIBO Borrowing for any Interest Period,
an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of
one percent (1%)) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate. The Adjusted LIBO Rate will be
adjusted automatically as to all LIBO Borrowings then outstanding as of the
effective date of any change in the Statutory Reserve Rate. 


          “Adjustment
Date” means the first day of each Fiscal Quarter, commencing May 1, 2009. 


          “Administrative
Agent” means Bank of America in its capacity as administrative agent under any
of the Loan Documents, or any successor administrative agent. 


          “Administrative
Agent’s Office” means the Administrative Agent’s address as set forth on Schedule
10.02, or such other address or account as the Administrative Agent may
from time to time notify the Borrower and the Lenders. 


          “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the
Administrative Agent. 


-2-







          “Affiliate”
means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified. 


          “Agent(s)”
means, individually, the Administrative Agent or the Collateral Agent, and
collectively means both of them. 


          “Agent
Parties” has the meaning specified in Section 10.02(c). 


          “Aggregate
Commitments” means the Commitments of all the Lenders. 


          “Agreement”
means this Credit Agreement. 


          “Allocable
Amount” has the meaning specified in Section 10.21(d). 


          “Applicable
Commitment Fee Percentage” means the applicable percentage set forth in the
grid below: 


	
 

	
 

	
 


	
Average
 daily balance of the Credit Extensions in the immediately preceding Fiscal
 Quarter

	
 

	
Applicable
 Commitment Fee Percentage


	


	


	



	
Less than
 50% of the Aggregate Commitments

	
 

	
.75%


	
 


	


	


	



	
Equal to or
 greater than 50% of the Aggregate Commitments

	
 

	
.50%


	


	


	






          “Applicable
Margin” means: 


	
 

	
 


	
 

	
          (a) From
 and after the Closing Date until the first Adjustment Date, the percentages
 set forth in Level II of the pricing grid below; and 


	
 

	
 


	
 

	
          (b) From
 and after the first Adjustment Date, the Applicable Margin shall be
 determined from the following pricing grid based upon the Average Daily
 Availability as of the Fiscal Quarter ended immediately preceding such
 Adjustment Date; provided, however, that until the Adjustment Date
 which is four (4) full Fiscal Quarters after the Closing Date, the Applicable
 Margin shall not be established at Level I (even if the Average Daily
 Availability requirements for Level I have been met); provided further
 that notwithstanding anything to the contrary set forth herein, upon the
 occurrence and during the continuance of an Event of Default, the
 Administrative Agent may, and at the direction of the Required Lenders shall,
 immediately increase the Applicable Margin to that set forth in Level III
 (even if the Average Daily Availability requirements for a different Level
 have been met, without limiting the right of the Administrative Agent or the
 Required Lenders to charge interest at the Default Rate as provided in
 Section 2.08); provided further if the Borrowing Base Certificates are
 at any time restated or otherwise revised (including as a result of an audit)
 or if the information set forth in any Borrowing Base Certificates otherwise
 proves to be false or incorrect such that the Applicable Margin would have been
 higher than was otherwise in effect during any period, without constituting a
 waiver of any Default or Event of Default arising as a result thereof,
 interest due under this Agreement shall be immediately recalculated at such
 higher rate for any applicable periods and shall be due and payable on
 demand. 





-3-







	
 

	
 

	
 

	
 


	
Level

	
Average

 Daily

 Availability

	
LIBOR

 Margin

	
Base Rate

 Margin


	


	


	


	



	
I

	
Greater than $130,000,000

	
3.25%

	
2.75%


	


	


	


	



	
II

	
Less than $130,000,000 but equal to or greater than $60,000,000

	
3.50%

	
3.00%


	


	


	


	



	
III

	
Less than $60,000,000

	
3.75%

	
3.25%


	


	


	


	



	
 

	
 

	
 

	
 





          “Applicable
Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender’s Commitment at such time. If the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or if the Aggregate
Commitments have expired, then the Applicable Percentage of each Lender shall
be determined based on the Applicable Percentage of such Lender most recently
in effect, giving effect to any subsequent assignments. The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable. 


          “Applicable
Rate” means, at any time of calculation, a per annum rate equal to the
Applicable Margin for LIBO Rate Loans. 


           “Appraised
Value” means, with respect to the Loan Parties’ Eligible Inventory, the
appraised orderly liquidation value, net of costs and expenses to be incurred
in connection with any such liquidation, which value is expressed as a
percentage of Cost of the Loan Parties’ Eligible Inventory as set forth in the
Loan Parties’ inventory stock ledger, which value shall be determined from time
to time by the most recent appraisal undertaken by an independent appraiser
engaged by the Administrative Agent. 


           “Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender. 


          “Arrangers”
means, collectively, Banc of America Securities LLC and J.P. Morgan Securities
Inc., in their capacities as joint lead arrangers and joint book-runners. 


          “Assignee
Group” means two or more Eligible Assignees that are Affiliates of one another
or two or more Approved Funds managed by the same investment advisor. 


          “Assignment
and Assumption” means an assignment and assumption entered into by a Lender and
an Eligible Assignee (with the consent of any party whose consent is required
by Section 10.06(b)), and accepted by the Administrative Agent, in
substantially the form of Exhibit E or any other form approved by the
Administrative Agent. 


-4-







          “Attributable
Indebtedness” means, on any date, (a) in respect of any Capital Lease
Obligation of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease or similar payments under the relevant lease or other
applicable agreement or instrument that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease,
agreement or instrument were accounted for as a capital lease. 


          “Audited
Financial Statements” means the audited consolidated balance sheet of the
Borrower and its Subsidiaries for the Fiscal Year ended February 2, 2008, and
the related consolidated statements of income or operations, Shareholders’
Equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto. 


          “Auto-Extension
Letter of Credit” has the meaning specified in Section 2.03(b)(iii). 


          “Availability”
means, as of any date of determination thereof, the result, if a positive
number, of: 


                    (a)
 the Loan Cap as of such date; 


Minus



                    (b)
the aggregate of the outstanding principal amount of Credit Extensions to, or
for the account of, the Borrower on such date. 


          “Availability
Period” means the period from and including the Closing Date to the earliest of
(a) the Maturity Date, (b) the date of termination of the Aggregate Commitments
pursuant to Section 2.06, and (c) the date of termination of the commitment of
each Lender to make Loans and of the obligation of the L/C Issuer to make L/C
Credit Extensions pursuant to Section 8.02. 


          “Availability
Reserves” means, without duplication of any other Reserves or items that are
otherwise addressed or excluded through eligibility criteria, such reserves as
the Administrative Agent from time to time determines in its Permitted
Discretion, as being appropriate (a) to reflect the impediments to the Agents’
ability to realize upon the Collateral, (b) to reflect claims and liabilities
that the Administrative Agent determines in its Permitted Discretion will need
to be satisfied in connection with the realization upon the Collateral, (c) to
reflect criteria, events, conditions, contingencies or risks which adversely
affect any component of the Borrowing Base, or the assets, business, financial
performance or financial condition of any Loan Party, or (d) to reflect that a
Default or an Event of Default then exists. Without limiting the generality of
the foregoing, Availability Reserves may include, in the Administrative Agent’s
Permitted Discretion, (but are not limited to) reserves based on: (i) rent;
(ii) customs duties, and other costs to release Inventory which is being
imported into the United States; (iii) outstanding Taxes and other governmental
charges, including, without limitation, ad valorem, real estate, personal
property, sales, and other Taxes which have priority over the interests of the
Collateral Agent in the Collateral; (iv) during the continuance of a Triggering
Event only, salaries, wages and benefits due to employees of any Loan Party,
(v) Customer Credit Liabilities, (vi) reserves for reasonably anticipated
changes in Appraised Value of Eligible Inventory between appraisals, (vii)
warehousemen’s or bailee’s charges and other Permitted Encumbrances which have
priority over the interests of the Collateral Agent in the Collateral, (viii)
Cash Management Reserves, and (ix) Bank Products Reserves. 


          “Average
Daily Availability” means, as of any date of determination, the average daily
Availability for the immediately preceding Fiscal Quarter. 


          “Bank of
America” means Bank of America, N.A. and its successors. 


-5-







          “Bank
Products” means any services of facilities provided to any Loan Party by the
Administrative Agent or any Lender or any of their respective Affiliates,
including, without limitation, on account of (a) Swap Contracts and (b)
leasing, but excluding Cash Management Services. 


          “Bank
Product Reserves” means such reserves as the Administrative Agent from time to
time determines in its Permitted Discretion as reflecting the liabilities of
the Loan Parties with respect to Bank Products then provided or outstanding. 


          “Base Rate” means for any day a
fluctuating rate
per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%,
(b) the Adjusted LIBO Rate for a one month Interest Period plus 1.00% per annum
and (c) the rate of interest in effect for such day as publicly announced from
time to time by Bank of America as its “prime rate.” The “prime rate” is a rate
set by Bank of America based upon various factors including Bank of America’s
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in such rate announced by Bank
of America shall take effect at the opening of business on the day specified in
the public announcement of such change. 


          “Base Rate
Loan” means a Loan that bears interest based on the Base Rate. 


          “Blocked
Account” has the meaning provided in Section 6.13(a)(ii). 


          “Blocked
Account Agreement” means with respect to an account established by a Loan
Party, an agreement, in form and substance reasonably satisfactory to the
Collateral Agent, establishing “control” (as defined in the UCC) of such
account by the Collateral Agent. 


          “Blocked
Account Bank” means each bank with whom deposit accounts are maintained in
which any funds of any of the Loan Parties from one or more DDAs are
concentrated and with whom a Blocked Account Agreement has been, or is required
to be, executed in accordance with the terms hereof. 


          “Borrower
Materials” has the meaning specified in Section 6.02. 


          “Borrower”
has the meaning specified in the introductory paragraph hereto. 


          “Borrowing”
means a Committed Borrowing or a Swing Line Borrowing, as the context may
require. 


          “Borrowing
Base” means, at any time of calculation, an amount equal to: 


	
 

	
 


	
 

	
          (a) the
 face amount of Eligible Credit Card Receivables multiplied by 90%


	
 

	
 


	
 

	
          plus 


	
 

	
 


	
 

	
          (b) the
 Cost of Eligible Inventory, net of Inventory Reserves, multiplied by 75%
 multiplied by the Appraised Value of Eligible Inventory; 


	
 

	
 


	
 

	
          minus 


	
 

	
 


	
 

	
          (c) the
 then amount of all Availability Reserves. 





          “Borrowing
Base Certificate” means a certificate substantially in the form of Exhibit F
hereto (with such changes therein as may be required by the Administrative
Agent to reflect the components of 


-6-







and Reserves against the Borrowing Base as provided for hereunder from
time to time), executed by a Responsible Officer of the Borrower. 


          “Business
Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent’s Office is located and, if
such day relates to any LIBO Rate Loan, means any such day on which dealings in
Dollar deposits are conducted by and between banks in the London interbank
market. 


          “Capital
Expenditures” means, with respect to any Person for any period, (a) all
expenditures made (whether made in the form of cash or other property) or costs
incurred for the acquisition or improvement of fixed or capital assets of such
Person (excluding normal replacements and maintenance which are properly
charged to current operations), in each case that are (or should be) set forth
as capital expenditures in a Consolidated statement of cash flows of such
Person for such period, in each case prepared in accordance with GAAP, and (b)
Capital Lease Obligations incurred by a Person during such period. For purposes
of this definition, the purchase price of equipment that is purchased
substantially contemporaneously with the trade-in or sale of similar equipment
or with insurance proceeds therefrom shall be included in Capital Expenditures
only to the extent of the gross amount by which such purchase price exceeds the
credit granted to such Person for the equipment being traded in by the seller
of such new equipment, the proceeds of such sale or the amount of the insurance
proceeds, as the case may be. 


          “Capital
Lease Obligations” means, with respect to any Person for any period, the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as liabilities on a balance sheet of such Person under GAAP and
the amount of which obligations shall be the capitalized amount thereof
determined in accordance with GAAP. 


          “Cash
Collateral Account” means an account established by one or more of the Loan
Parties with Bank of America, in the name of the Collateral Agent (or as the
Collateral Agent shall otherwise direct) and under the sole and exclusive
dominion and control of the Collateral Agent, in which deposits are required to
be made in accordance with Section 2.03(g) or 8.02(c). 


          “Cash
Collateralize” has the meaning specified in Section 2.03(g). 


          “Cash
Management Reserves “ means such reserves as the Administrative Agent, from
time to time, determines in its Permitted Discretion as reflecting the
reasonably anticipated liabilities of the Loan Parties with respect to Cash
Management Services then provided or outstanding. 


          “Cash
Management Services” means any one or more of the following types or services
or facilities provided to any Loan Party by the Administrative Agent or any
Lender or any of their respective Affiliates: (a) ACH 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 card processing services,
(d) purchase cards, and (e) credit or debit cards. 


          “CERCLA”
means the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C. § 9601 et seq. 


          “CERCLIS”
means the Comprehensive Environmental Response, Compensation, and Liability
Information System maintained by the United States Environmental Protection
Agency. 


-7-







          “CFC” means
a Subsidiary that is (i) a controlled foreign corporation under Section 957 of
the Code, (ii) a Subsidiary substantially all of the assets of which consist of
Equity Interests in Subsidiaries described in clause (i) of this definition, or
(iii) an entity treated as disregarded for United States federal income tax
purposes, substantially all of the assets of which consist of more than 65% of
the voting Equity Interests of a Subsidiary described in clauses (i) or (ii) of
this definition. 


          “Change in
Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or
treaty, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority. 


          “Change of
Control” means an event or series of events by which: 


	
 

	
 


	
 

	
          (a) any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
 the Securities Exchange Act of 1934, but excluding any employee benefit plan
 of such person or its subsidiaries, and any person or entity acting in its
 capacity as trustee, agent or other fiduciary or administrator of any such
 plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
 under the Securities Exchange Act of 1934), directly or indirectly, of 40% or
 more of the Equity Interests of the Borrower entitled to vote for members of
 the board of directors or equivalent governing body of the Borrower on a
 fully-diluted basis; or 


	
 

	
 


	
 

	
          (b)
 during any period of 12 consecutive months, a majority of the members of the
 board of directors or other equivalent governing body of the Borrower cease
 to be composed of individuals (i) who were members of that board or
 equivalent governing body on the first day of such period, (ii) whose
 election or nomination to that board or equivalent governing body was
 approved by individuals referred to in clause (i) above constituting at the
 time of such election or nomination at least a majority of that board or
 equivalent governing body or (iii) whose election or nomination to that board
 or other equivalent governing body was approved by individuals referred to in
 clauses (i) and (ii) above constituting at the time of such election or
 nomination at least a majority of that board or equivalent governing body
 (excluding, in the case of both clause (ii) and clause (iii), any individual
 whose initial nomination for, or assumption of office as, a member of that
 board or equivalent governing body occurs as a result of an actual or
 threatened solicitation of proxies or consents for the election or removal of
 one or more directors by any person or group other than a solicitation for
 the election of one or more directors by or on behalf of the board of
 directors); or 


	
 

	
 


	
 

	
          (c) any
 “change in control” or “sale” or “disposition” or similar event as defined in
 any document governing Material Indebtedness of any Loan Party; or 


	
 

	
 


	
 

	
          (d) the
 Borrower fails at any time to own, directly or indirectly, 100% of the Equity
 Interests of each other Loan Party free and clear of all Liens (other than
 the Liens in favor of the Collateral Agent), except where such failure is as
 a result of a transaction permitted by the Loan Documents. 





          “Closing
Date” means the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 10.01. 


          “Code”
means the Internal Revenue Code of 1986, and the regulations promulgated
thereunder, as amended and in effect. 


-8-







          “Collateral”
means any and all “Collateral” as defined in any applicable Security Document
and all other property of any Loan Party that is under the terms of the
Security Documents subject to Liens in favor of the Collateral Agent. 


          “Collateral
Access Agreement” means an agreement in substantially the form attached hereto
as Exhibit G or otherwise reasonably satisfactory in form and substance
to the Agents executed by (a) a bailee or other Person in possession of
Collateral, or (b) a landlord of Real Estate leased by any Loan Party, pursuant
to which such Person (i) acknowledges the Collateral Agent’s Lien on the
Collateral, (ii) releases or subordinates such Person’s Liens in the Collateral
held by such Person or located on such Real Estate and agrees not to exercise
any remedies with respect to such Person’s Liens, (iii) provides the Collateral
Agent with access to the Collateral held by such bailee or other Person or
located in or on such Real Estate, and (iv) as to any landlord, provides the
Collateral Agent with a reasonable time to sell and dispose of the Collateral
from such Real Estate. 


          “Collateral
Agent” means Bank of America, acting in such capacity for its own benefit and
the ratable benefit of the other Credit Parties. 


          “Commercial
Letter of Credit” means any letter of credit or similar instrument (including,
without limitation, bankers’ acceptances) issued for the purpose of providing
the primary payment mechanism in connection with the purchase of any materials,
goods or services by a Loan Party in the ordinary course of business of such
Loan Party. 


          “Commitment”
means, as to each Lender, its obligation to (a) make Committed Loans to the
Borrower pursuant to Section 2.01, (b) purchase participations in L/C
Obligations, and (c) purchase participations in Swing Line Loans, in an
aggregate principal amount at any one time outstanding not to exceed the amount
set forth opposite such Lender’s name on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement. 


          “Committed
Borrowing” means a borrowing, conversion or continuation consisting of
Committed Loans on a single date of the same Type and, in the case of LIBO Rate
Loans, having the same Interest Period made by each of the Lenders pursuant to
Section 2.01. 


          “Committed
Loan” has the meaning specified in Section 2.01. 


          “Committed
Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of
Committed Loans from one Type to the other, or (c) a continuation of LIBO Rate
Loans, pursuant to Section 2.01(a), which, if in writing, shall be
substantially in the form of Exhibit A. 


          “Compliance
Certificate” means a certificate substantially in the form of Exhibit D.



          “Concentration
Account” has the meaning provided in Section 6.13(c). 


          “Consent”
means actual consent given by a Lender from whom such consent is sought. 


          “Consolidated”
means, when used to modify a financial term, test, statement, or report of a
Person, the application or preparation of such term, test, statement or report
(as applicable) based upon the consolidation, in accordance with GAAP, of the
financial condition or operating results of such Person and its Subsidiaries. 


-9-







          “Consolidated
EBITDA” means, at any date of determination, an amount equal to Consolidated
Net Income of the Borrower and its Subsidiaries on a Consolidated basis for the
most recently completed Measurement Period, plus (a) the following to the extent
deducted in calculating such Consolidated Net Income: (i) Consolidated Interest
Charges, (ii) the provision for federal, state, local and foreign income Taxes
(net of refunds and credits), (iii) depreciation and amortization expense, (iv)
all non-cash charges and non-cash items for stock based compensation, non-cash
restructuring charges or non-cash reserves (including costs relating to
Acquisitions after the date hereof and to the closure or consolidation of
facilities) and (vi) other non-recurring expenses or non-cash charges which do
not represent a cash item in such period or any future period (in each case of
or by the Borrower and its Subsidiaries for such Measurement Period), minus (b)
all non-cash items increasing Consolidated Net Income (in each case of or by
the Borrower and its Subsidiaries for such Measurement Period), all as
determined on a Consolidated basis in accordance with GAAP.


          “Consolidated
Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of
(a) (i) Consolidated EBITDA for the most recently completed Measurement Period
minus (ii) Capital Expenditures minus (iii) the aggregate amount of federal,
state, local and foreign income taxes paid in cash to (b) the sum of (i) Debt
Service Charges plus (ii) the aggregate amount of all Restricted Payments, in
each case, of or by the Borrower and its Subsidiaries for the most recently
completed Measurement Period, all as determined on a Consolidated basis in
accordance with GAAP.


          “Consolidated Interest Charges” means,
for any period, the Consolidated interest expense (net of interest income) of
the Borrower and its Subsidiaries for such period, calculated in the same
manner as the amounts shown as “interest expense, net” under the heading
“Interest Expense” on page 12 of the Borrower’s annual report incorporated by
reference in the Borrower’s 2007 Form 10-K.


          “Consolidated
Net Income” means, as of any date of determination, the net income of the
Borrower and its Subsidiaries for the most recently completed Measurement
Period, all as determined on a Consolidated basis in accordance with GAAP,
provided, however, that there shall be excluded (a) extraordinary gains and
extraordinary losses for such Measurement Period, (b) the income (or loss) of such
Person during such Measurement Period in which any other Person (other than a
Loan Party) has a joint interest, except to the extent of the amount of cash
dividends or other distributions actually paid in cash to such Person during
such period, (c) the income (or loss) of such Person during such Measurement
Period and accrued prior to the date it becomes a Subsidiary of a Person or any
of such Person’s Subsidiaries or is merged into or consolidated with a Person
or any of its Subsidiaries or that Person’s assets are acquired by such Person
or any of its Subsidiaries, and (d) the income of any direct or indirect
Subsidiary of a Person to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that income is not at
the time permitted by operation of the terms of its Organization Documents or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary, except that the
Borrower’s equity in any net loss of any such Subsidiary for such Measurement
Period shall be included in determining Consolidated Net Income.


          “Contractual
Obligation” means, as to any Person, any provision of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its property is bound.


          “Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto.


          “Corporate
Capital Expenditures” means, with respect to the Borrower and its Subsidiaries
for any period, all expenditures made in connection with information
technology, corporate shared services, 


-10-







logistics,
asset protection, human resources and multi-media, in each case as set forth on
Report 304I (as disclosed to the Lenders) of the Borrower’s customary internal
financial reports.


          “Cost”
means the cost value of Inventory determined based on the retail method of
accounting as set forth in the financial stock ledger of the Borrower.


          “Credit
Card Notifications” has the meaning specified in Section 6.13(a)(i).


          “Credit
Card Receivables” means each “Account” (as defined in the UCC) together with
all income, payments and proceeds thereof, owed by a major credit or debit card
issuer (including, but not limited to, Visa, Mastercard, Discover and American
Express and such other issuers approved by the Administrative Agent) to a Loan
Party resulting from charges by a customer of a Loan Party on credit or debit
cards issued by such issuer in connection with the sale of goods by a Loan
Party, or services performed by a Loan Party, in each case in the ordinary
course of its business.


          “Credit
Extensions” mean each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.


          “Credit
Party” or “Credit Parties” means (a) individually, (i) each Lender, (ii) each
Agent, (iii) each L/C Issuer, (iv) each Arranger, (v) each beneficiary of each
indemnification obligation undertaken by any Loan Party under any Loan
Document, (vi) each Person providing Cash Management Services or Bank Products
to a Loan Party or a Subsidiary, and (vii) the successors and assigns of each
of the foregoing, and (b) collectively, all of the foregoing.


          
“Customer Credit Liabilities” means at any time, the aggregate remaining value
at such time of (a) outstanding gift certificates and gift cards of the Loan
Parties entitling the holder thereof to use all or a portion of the certificate
or gift card to pay all or a portion of the purchase price for any Inventory,
and (b) outstanding merchandise credits and customer deposits of the Loan
Parties.   


          “Customs
Broker Agreement” means an agreement in form and substance reasonably
satisfactory to the Collateral Agent among a Loan Party, a customs broker or
other carrier, and the Collateral Agent, in which the customs broker or other
carrier acknowledges that it has control over and holds the documents
evidencing ownership of the subject Inventory for the benefit of the Collateral
Agent and agrees, upon notice from the Collateral Agent, to hold and dispose of
the subject Inventory solely as directed by the Collateral Agent. 


          “DDA”
means each checking, savings or other demand deposit account maintained by any
of the Loan Parties (other than any payroll, trust and tax withholding accounts
maintained in the ordinary course of business). All funds in each DDA shall be
conclusively presumed to be Collateral and proceeds of Collateral and the
Agents and the Lenders shall have no duty to inquire as to the source of the
amounts on deposit in any DDA.


          “Debt
Service Charges” means for any Measurement Period, the sum of (a) Consolidated
Interest Charges paid in cash or required to be paid in cash for such
Measurement Period (net of interest income for such Measurement Period), plus
(b) the principal amount of all scheduled amortization payments made or
required to be made on account of Indebtedness (excluding the Obligations and
Other Liabilities and any Synthetic Lease Obligations but including, without
limitation, Capital Lease Obligations) for such Measurement Period, in each
case determined on a Consolidated basis in accordance with GAAP.


          “Debtor
Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, 


-11-







receivership,
insolvency, reorganization, or similar debtor relief Laws of the United States
or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.


          “Default”
means any event or condition that constitutes an Event of Default or that, with
the giving of any notice, the passage of time, or both, would be an Event of
Default.


          “Default
Rate” means (a) when used with respect to Obligations other than Letter of Credit
Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable
Margin, if any, applicable to Base Rate Loans, plus (iii) 2% per annum;
provided, however, that with respect to a LIBO Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Margin) otherwise applicable to such Loan plus 2% per annum, and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Rate for
Standby Letters of Credit or Commercial Letters of Credit, as applicable, plus
2% per annum.


          “Defaulting
Lender” means any Lender that (a) has failed to fund any portion of the
Committed Loans, participations in L/C Obligations or participations in Swing
Line Loans required to be funded by it hereunder within one Business Day of the
date required to be funded by it hereunder, (b) has otherwise failed to pay
over to the Administrative Agent or any other Lender any other amount required
to be paid by it hereunder within one Business Day of the date when due, or (c)
has been deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.


          “Deteriorating
Lender” means any Defaulting Lender or any Lender as to which (a) the L/C
Issuer or the Swing Line Lender has a good faith belief that such Lender has
defaulted in fulfilling its obligations under one or more other syndicated
credit facilities, or (b) a Person that Controls such Lender has been deemed
insolvent or become the subject of a bankruptcy, insolvency or similar proceeding.


          “Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition
(including any sale and leaseback transaction, whether in one transaction or in
a series of transactions, of any property (including, without limitation, any
Equity Interests) by any Person (or the granting of any option or other right
to do any of the foregoing), including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith.


          “Disqualified
Stock” means any Equity Interest that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each
case at the option of the holder thereof), or upon the happening of any event,
matures or is mandatorily redeemable (other than solely for Equity Interests
that do not constitute Disqualified Stock), pursuant to a sinking fund
obligation or otherwise, or redeemable (other than solely for Equity Interests
that do not constitute Disqualified Stock) at the option of the holder thereof,
in whole or in part, on or prior to the date that is 91 days after the Maturity
Date; provided, however, that (i) only the portion of such Equity
Interests which so matures or is mandatorily redeemable, is so convertible or
exchangeable or is so redeemable at the option of the holder thereof prior to
such date shall be deemed to be Disqualified Stock and (ii) with respect to any
Equity Interests issued to any employee or to any plan for the benefit of
employees of the Borrower or its Subsidiaries or by any such plan to such
employees, such Equity Interest shall not constitute Disqualified Stock solely
because it may be required to be repurchased by the Borrower or one of its
Subsidiaries in order to satisfy applicable statutory or regulatory obligations
or as a result of such employee’s termination, resignation, death or disability
and if any class of Equity Interest of such Person that by its terms authorizes
such Person to satisfy its obligations thereunder by delivery of an Equity
Interest that is not Disqualified Stock, such Equity Interests shall not be
deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any
Equity Interest that would constitute Disqualified Stock solely because the
holders thereof have the right to require a Loan Party to repurchase such
Equity Interest upon the occurrence of a change of control or an asset sale
shall not constitute Disqualified Stock.


-12-







          “Documentation
Agent” means U.S. Bank National Association.


          “Dollars”
and “$” mean lawful money of the United States.


          “Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any
political subdivision of the United States.


          “Eligible
Assignee” means (a) a Credit Party or any of its Affiliates; (b) a bank,
insurance company, or company engaged in the business of making commercial
loans, which Person, together with its Affiliates, has a combined capital and
surplus in excess of $250,000,000; (c) an Approved Fund; and (d) any other
Person (other than a natural person) approved by (i) the Administrative Agent,
the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default
has occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed); provided that notwithstanding the foregoing,
“Eligible Assignee” shall not include a Loan Party or any of the Loan Parties’
Affiliates or Subsidiaries.


          “Eligible
Credit Card Receivables” means at the time of any determination thereof, each
Credit Card Receivable that satisfies the following criteria at the time of
creation and continues to meet the same at the time of such determination: such
Credit Card Receivable (i) has been earned by performance and represents the
bona fide amounts due to a Loan Party from a credit card payment processor
and/or credit card issuer, and in each case originated in the ordinary course
of business of such Loan Party, and (ii) is not ineligible for inclusion in the
calculation of the Borrowing Base pursuant to any of clauses (a) through (k)
below. Without limiting the foregoing, to qualify as an Eligible Credit Card
Receivable, an Account shall indicate no Person other than a Loan Party as
payee or remittance party. In determining the amount to be so included, the
face amount of an Account shall be reduced by, without duplication, to the
extent not reflected in such face amount, (x) the amount of all accrued and
actual discounts, claims, credits or credits pending, promotional program
allowances offered by the Loan Parties, price adjustments, finance charges or
other allowances (including any amount that a Loan Party may be obligated to
rebate to a customer, a credit card payment processor, or credit card issuer
pursuant to the terms of any agreement or understanding) and (y) the aggregate
amount of all cash received in respect of such Account but not yet applied by
the Loan Parties to reduce the amount of such Credit Card Receivable. Except as
otherwise agreed by the Administrative Agent, any Credit Card Receivable
included within any of the following categories shall not constitute an
Eligible Credit Card Receivable: 


	
 

	
 


	
 

	
          (a)
 Credit Card Receivable which do not constitute an “Account” (as defined in
 the UCC);


	
 

	
 


	
 

	
          (b)
 Credit Card Receivables that have been outstanding for more than five (5)
 Business Days from the date of sale;


	
 

	
 


	
 

	
          (c)
 Credit Card Receivables with respect to which a Loan Party does not have good
 and valid title, free and clear of any Lien (other than Liens granted to the
 Collateral Agent and other Permitted Encumbrances);


	
 

	
 


	
 

	
          (d)
 Credit Card Receivables that are not subject to a first priority security
 interest in favor of the Collateral Agent (other than Permitted Encumbrances
 having priority over the Lien of the Collateral Agent under applicable Law)
 (it being the intent that chargebacks in the ordinary course by such
 processors shall not be deemed violative of this clause);





-13-







	
 

	
 


	
 

	
          (e)
 Credit Card Receivables which are disputed, are with recourse, or with
 respect to which a claim, counterclaim, offset or chargeback has been
 asserted (to the extent of such claim, counterclaim, offset or chargeback); 


	
 

	
 


	
 

	
          (f)
 Credit Card Receivables as to which the processor has the right under certain
 circumstances to require a Loan Party to repurchase the Accounts from such
 credit card processor; 


	
 

	
 


	
 

	
          (g)
 Credit Card Receivables due from an issuer or payment processor of the
 applicable credit card which is the subject of any bankruptcy or insolvency
 proceedings;


	
 

	
 


	
 

	
          (h) Credit Card Receivables which are
 not a valid, legally enforceable obligation of the applicable issuer with
 respect thereto;


	
 

	
 


	
 

	
          (i)
 Credit Card Receivables which do not conform in all material respects
 to all representations, warranties or other provisions in the Loan Documents
 relating to Credit Card Receivables;


	
 

	
 


	
 

	
          (j)
 Credit Card Receivables which are evidenced by “chattel paper” or an
 “instrument” of any kind unless such “chattel paper” or “instrument” is in
 the possession of the Collateral Agent, and to the extent necessary or
 appropriate, endorsed to the Collateral Agent; or


	
 

	
 


	
 

	
          (k)
 Credit Card Receivables which the Administrative Agent determines in its
 discretion to be uncertain of collection due to a material adverse change in
 the financial condition of a credit card payment processor and/or
 credit card issuer.





           “Eligible
Inventory” means, as of the date of determination thereof, without duplication,
items of Inventory of a Loan Party that are finished goods, merchantable and
readily saleable to the public in the ordinary course deemed by the
Administrative Agent in its Permitted Discretion to be eligible for inclusion
in the calculation of the Borrowing Base, in each case that, except as
otherwise agreed by the Administrative Agent, complies in all material respects
with each of the representations and warranties respecting Inventory made by
the Loan Parties in the Loan Documents, and that is not excluded as ineligible
by virtue of one or more of the criteria set forth below. Except as otherwise
agreed by the Administrative Agent, the following items of Inventory shall not
be included in Eligible Inventory:


	
 

	
 


	
 

	
          (a)
 Inventory that is not solely owned by a Loan Party or a Loan Party does not have good and valid title
 thereto;


	
 

	
 


	
 

	
          (b)
 Inventory that is leased by or is on consignment to a Loan Party or which is consigned by a Loan
 Party to a Person which is not a Loan
 Party;


	
 

	
 


	
 

	
          (c)
 Inventory (including, without limitation, In-Transit Inventory except to the
 extent set forth in clause (d) below) that is not located in the United
 States of America (excluding territories or possessions of the United States)
 at a location that is owned or leased by a Loan Party, except to the extent that (i) the Loan
 Parties have furnished the Administrative Agent with any UCC financing
 statements or other documents that the Administrative Agent reasonably
 determines to be necessary to perfect its security interest in such Inventory
 at such location, and (ii) if requested by the Collateral Agent, the Loan
 Parties have used commercially reasonable efforts to cause the Person owning
 any such location to enter into a Collateral Access Agreement on terms
 reasonably satisfactory to the Collateral Agent;





-14-







	
 

	
 


	
 

	
          (d)
 In-Transit Inventory until such time as the Administrative Agent is
 satisfied, in its reasonable discretion, with the Loan Parties’ reporting
 practices with respect to such Inventory and deems such Inventory as Eligible
 Inventory hereunder;


	
 

	
 


	
 

	
          (e)
 Inventory that is located in a distribution center leased by a Loan Party
 unless (i) the applicable lessor has delivered to the Collateral
 Agent, if requested by the Collateral Agent, a Collateral Access Agreement,
 or (ii) such Inventory is located at a distribution center where the
 aggregate book value of Inventory at such location is less than $250,000;


	
 

	
 


	
 

	
          (f)
 Inventory of the Loan Parties in trailers but not processed at month-end and
 early receipts for non-quarter-end months;


	
 

	
 


	
 

	
          (g)
 Inventory that is comprised of goods which (i) are damaged, defective, or
 “seconds,” (ii) are to be returned to the vendor, (iii) are obsolete or slow
 moving, or custom items, work-in-process, raw materials, or that constitute
 spare parts, promotional, marketing, samples, labels, bags, packaging and
 shipping materials or supplies used or consumed in a Loan Party’s business, (iv) are seasonal in nature
 and which have been packed away for sale in the subsequent season, (v) are
 layaway merchandise, (vi) are not in compliance in all material respects with
 all standards imposed by any Governmental Authority having regulatory authority
 over such Inventory, or its use or sale, or (vi) are bill and hold goods;


	
 

	
 


	
 

	
          (h)
 Inventory that is not subject to a perfected first-priority security interest
 in favor of the Collateral Agent (other than Permitted Encumbrances having
 priority over the Lien of the Collateral Agent under applicable Law);


	
 

	
 


	
 

	
          (i)
 Inventory that is not insured in compliance with the provisions of Section
 6.07 hereof;


	
 

	
 


	
 

	
          (j)
 Inventory that has been sold but not yet delivered or as to which a Loan
 Party has accepted a deposit;


	
 

	
 


	
 

	
          (k)
 Inventory to be sold pursuant to the Loan Parties’ catalogue and internet
 business; 


	
 

	
 


	
 

	
          (l)
 Inventory that is subject to any licensing, patent, royalty, trademark, trade
 name or copyright agreement with any third party from which any Loan
 Party or any of its Subsidiaries
 has received written notice of a dispute in respect of any such agreement; or


	
 

	
 


	
 

	
          (m)
 Inventory acquired in a Permitted Acquisition, unless and until the Collateral
 Agent has completed or received (A) an appraisal of such Inventory from
 appraisers satisfactory to the Collateral Agent, establishes an advance rate
 and Inventory Reserves (if applicable) therefor, and (B) such other due
 diligence as the Agents may require, all of the results of the foregoing to
 be reasonably satisfactory to the Agents.





           “Environmental
Laws” means any and all federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
Hazardous Materials or wastes, the emission to the air or discharge to waste or
public systems.


-15-







          “Environmental
Liability” means any liability, obligation, damage, loss, claim, action, suit,
judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including
any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Borrower, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal or presence of any Hazardous
Materials, (c) exposure to any Hazardous Materials, or (d) the release or
threatened release of any Hazardous Materials into the environment.


          “Equipment”
has the meaning specified in the Security Agreement.


          “Equity
Interests” means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the
warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests
in) such Person, all of the securities convertible into or exchangeable for
shares of capital stock of (or other ownership or profit interests in) such
Person or warrants, rights or options for the purchase or acquisition from such
Person of such shares (or such other interests), and all of the other ownership
or profit interests in such Person (including partnership, member or trust
interests therein), whether voting or nonvoting.


          “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


          “ERISA
Affiliate” means any trade or business (whether or not incorporated) under
common control with the Borrower within the meaning of Section 414(b) or (c) of
the Code (and Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).


          “ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject
to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate
from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA by the PBGC, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the
Borrower or any ERISA Affiliate.


          “Event
of Default” has the meaning specified in Section 8.01.


          “Excluded
Taxes” means, with respect to the Administrative Agent, any Lender, the L/C
Issuer or any other recipient of any payment to be made by or on account of any
obligation of the Loan Parties hereunder, (a) taxes imposed on or measured by
its overall net income (however denominated), and franchise taxes imposed on it
(in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or in which it is otherwise treated as
doing business, or, in the case of any Lender, in which its applicable Lending
Office is located, (b) any branch profits taxes imposed by the United States or
any similar tax imposed by any other jurisdiction in which any of the Loan
Parties are located, (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 10.13), any
withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party hereto (or designates a new Lending
Office after such Foreign Lender becomes a party thereto) or is attributable to
such Foreign Lender’s failure or inability (other than as a result of a 


-16-







Change in Law)
to comply with Section 3.01(e), except to the extent that such Foreign Lender (or
its assignor, if any) was entitled, at the time of designation of a new Lending
Office (or assignment), to receive additional amounts from the Loan Parties
with respect to such withholding tax pursuant to Section 3.01(a), and (d) any
U.S. back-up withholding taxes.


          “Executive
Order” has the meaning specified in Section 10.18.


          “Existing
Credit Agreement” means that certain Sixth Amended and Restated Credit
Agreement dated as of May 16, 2008 among the Borrower, the Subsidiaries of the
Borrower party thereto, Bank of America, N.A., as agent, and a syndicate of
lenders.


          “Extraordinary
Receipt” means any cash received by or paid to or for the account of any
Person not in the ordinary course of business, including tax refunds, pension
plan reversions, proceeds of insurance (other than proceeds of business
interruption insurance to the extent such proceeds constitute compensation for
lost earnings), condemnation awards (and payments in lieu thereof), indemnity
payments and any purchase price adjustments. 


          “Facility
Guaranty” means the Guaranty made by the Guarantors in favor of the Agents and
the other Credit Parties in the form attached hereto as Exhibit H.


          “Federal
Funds Rate” means, 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 as determined by the Administrative Agent.


          “Fee
Letter” means the letter agreement, dated January 27, 2009, among the Borrower,
the Administrative Agent and Banc of America Securities LLC.


          “Fiscal
Month” means any fiscal month of any Fiscal Year, which month shall generally
end on the last day of each calendar month in accordance with the fiscal
accounting calendar of the Loan Parties.


          “Fiscal
Quarter” means any fiscal quarter of any Fiscal Year, which quarters shall
generally end on the last day of each April, July, October and January of such
Fiscal Year in accordance with the fiscal accounting calendar of the Loan
Parties.


          “Fiscal
Year” means any period of twelve consecutive months ending on the Saturday
closest to the last day in January of any year.


          “Foreign
Asset Control Regulations” has the meaning specified in Section 10.18.


          “Foreign
Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is resident for tax purposes. For
purposes of this definition, the United States, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.


          “FRB”
means the Board of Governors of the Federal Reserve System of the United
States.


-17-







          “Fund”
means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


          “GAAP”
means generally accepted accounting principles in the United States set forth
in the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or such other principles as may be
approved by a significant segment of the accounting profession in the United
States, that are applicable to the circumstances as of the date of
determination, consistently applied.


          “Governmental
Authority” means the government of the United States or any other nation, or of
any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).


          “Guarantee”
means, as to any Person, any (a) any obligation, contingent or otherwise, of
such Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation payable or performable by another Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness or
other obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or
other obligation of the payment or performance thereof or to protect such
obligee against loss in respect thereof (in whole or in part), or (b) any Lien
on any assets of such Person securing any Indebtedness or other obligation of
any other Person, whether or not such Indebtedness or other obligation is
assumed by such Person (or any right, contingent or otherwise, of any holder of
such Indebtedness to obtain any such Lien). The amount of any Guarantee shall
be deemed to be an amount equal to the stated or determinable amount of the
related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof as determined by the guaranteeing
Person in good faith. The term “Guarantee” as a verb has a corresponding
meaning.


          “Guarantor”
means each Subsidiary of the Borrower (other than an Immaterial Subsidiary,
Footlocker.com, Inc., Eastbay, Inc., CCS Direct LLC, Foot Locker Australia,
Inc., Foot Locker New Zealand, Inc. and any CFC) set forth on Schedule 1.01
hereto and each other Subsidiary of the Borrower that shall be required to
execute and deliver a Facility Guaranty pursuant to Section 6.12. 


          “Hazardous
Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum
or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all
other substances or wastes of any nature regulated pursuant to any
Environmental Law.


          “Honor
Date” has the meaning specified in Section 2.03(c)(i).


          “Immaterial
Subsidiary” means those Persons specified on Schedule 1.02 hereto and
each other Subsidiary of the Borrower that has been designated by the Borrower
in writing to the Administrative 


-18-







Agent as an
“Immaterial Subsidiary” for purposes of this Agreement and the other Loan
Documents, provided that for purposes of this Agreement, at no time
shall (i) the total assets of all Immaterial Subsidiaries, as of the end of the
most recent Fiscal Quarter for which financial statements have been delivered
pursuant to Section 6.01(a) or 6.01(b) hereof, equal or exceed five percent
(5%) of the Consolidated total assets of the Borrower and its Subsidiaries (and
in the event that the total assets of all Immaterial Subsidiaries as tested at
the end of any Fiscal Quarter exceed five percent (5%) of the Consolidated
total assets of the Borrower and its Subsidiaries, such Subsidiaries shall no
longer be deemed to be Immaterial Subsidiaries and the Borrower shall cause
such Subsidiaries to become Loan Parties as set forth in Section 6.12 hereof),
or (ii) the gross revenues of all Immaterial Subsidiaries for any Measurement
Period equal or exceed five percent (5%) of the Consolidated gross revenues of
the Borrower and its Subsidiaries for such Measurement Period, in each case as
determined in accordance with GAAP. For clarity, no Loan Party shall at any
time be deemed to be an Immaterial Subsidiary.


            “Increase
Effective Date” shall have the meaning provided therefor in Section 2.15(d).


            “Indebtedness”
means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:


	
 

	
 


	
 

	
          (a)
 all obligations of such Person for borrowed money and all obligations of such
 Person evidenced by bonds, debentures, notes, loan agreements or other
 similar instruments;


	
 

	
 


	
 

	
          (b)
 the maximum amount of all direct or contingent obligations of such Person
 arising under letters of credit (including standby and commercial), bankers’
 acceptances, bank guaranties, surety bonds and similar instruments;


	
 

	
 


	
 

	
          (c)
 net obligations of such Person under any Swap Contract;


	
 

	
 


	
 

	
          (d)
 all obligations of such Person to pay the deferred purchase price of property
 or services (other than trade accounts payable in the ordinary course of
 business and, in each case, not past due for more than 60 days after the date
 on which such trade account payable was created);


	
 

	
 


	
 

	
          (e)
 indebtedness (excluding prepaid interest thereon) secured by a Lien on
 property owned or being purchased by such Person (including indebtedness
 arising under conditional sales or other title retention agreements), whether
 or not such indebtedness shall have been assumed by such Person or is limited
 in recourse;


	
 

	
 


	
 

	
          (f)
 all Attributable Indebtedness of such Person;


	
 

	
 


	
 

	
          (g)
 all obligations of such Person with respect to Disqualified Stock valued, in
 the case of a redeemable preferred interest, at the greater of its voluntary
 or involuntary liquidation preference plus accrued and unpaid
 dividends; and


	
 

	
 


	
 

	
          (h)
 all Guarantees of such Person in respect of any of the foregoing.





            For
all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venture (but only to the extent of the
Indebtedness of such partnership or joint venture for which such Person is
liable), unless such Indebtedness is expressly made non-recourse to such
Person. The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date.


-19-







          “Indemnified
Taxes” means Taxes other than Excluded Taxes.


          “Indemnitees”
has the meaning specified in Section 10.04(b).


          “Indenture”
means that certain Indenture dated as of October 10, 1991 by Woolworth
Corporation, as predecessor in interest to the Borrower, to The Bank of New
York, as Trustee, as in effect on the Closing Date.


          “Information”
has the meaning specified in Section 10.07.


          “Intellectual
Property” means all intellectual property, including, without limitation, all
trade secrets, know-how and other proprietary information; trademarks,
trademark applications, internet domain names, service marks, trade dress,
trade names, business names, designs, logos, slogans and similar indicia of
source or origin, and all registrations or applications for registrations which
have heretofore been or may hereafter be issued thereon throughout the world;
copyrights, copyright registrations and copyright applications (including
copyrights in computer programs); unpatented inventions (whether or not
patentable); patents and patent applications; industrial design applications
and registered industrial designs; any Loan Party’s rights in any license
agreements related to any of the foregoing; intellectual property rights in
books, records, writings, computer tapes or disks, flow diagrams, specification
sheets, computer software, including source codes, object codes, executable
code, data, databases related thereto; and all common law and other rights
throughout the world in and to all of the foregoing.


          “Interest
Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last
day of each Interest Period applicable to such Loan and the Maturity Date;
provided, however, that if any Interest Period for a LIBO Rate Loan exceeds
three months, the respective dates that fall every three months after the
beginning of such Interest Period shall also be Interest Payment Dates; and (b)
as to any Base Rate Loan (including a Swing Line Loan), the first Business Day
of each month and the Maturity Date.


          “Interest
Period” means, as to each LIBO Rate Loan, the period commencing on the date
such LIBO Rate Loan is disbursed or converted to or continued as a LIBO Rate
Loan and ending on the date one, two, three or six months thereafter, as
selected by the Borrower in its Committed Loan Notice, or, if available to all
of the Lenders, nine (9) or twelve (12) months as requested by the Borrower;
provided that:


	
 

	
 


	
 

	
          (i)
 any Interest Period that would otherwise end on a day that is not a Business
 Day shall be extended to the next succeeding Business Day unless such
 Business Day falls in another calendar month, in which case such Interest
 Period shall end on the next preceding Business Day;


	
 

	
 


	
 

	
          (ii)
 any Interest Period that begins on the last Business Day of a calendar month
 (or on a day for which there is no numerically corresponding day in the
 calendar month at the end of such Interest Period) shall end on the last
 Business Day of the calendar month at the end of such Interest Period; 


	
 

	
 


	
 

	
          (iii)
 no Interest Period shall extend beyond the Maturity Date; and 


	
 

	
 


	
 

	
          (iv)
 notwithstanding the provisions of clause (iii), no Interest Period shall have
 a duration of less than one (1) month, and if any Interest Period applicable
 to a LIBO Borrowing would be for a shorter period, such Interest Period shall
 not be available hereunder. 





-20-







	
 

	
 


	
For purposes hereof, the
 date of a Borrowing initially shall be the date on which such Borrowing is
 made and thereafter shall be the effective date of the most recent conversion
 or continuation of such Borrowing.


	
 

	
 


	
 

	
“In-Transit
 Inventory” means, as of any date of determination thereof, Inventory:


	
 

	
 


	
 

	
          (a)
 Which has been shipped from a foreign location for receipt by a Loan
 Party, but which has not yet
 been delivered to such Loan Party, which Inventory has been in transit
 for sixty (60) days or less from the
 date of shipment of such Inventory;


	
 

	
 


	
 

	
          (b)
 For which the purchase order is in the name of a Loan Party and title has passed to such Loan
 Party;


	
 

	
 


	
 

	
          (c)
 For which the document of title reflects a Loan Party as consignee or, if requested by the
 Collateral Agent, names the Collateral Agent as consignee, and in each case
 as to which the Collateral Agent has control over the documents of title
 which evidence ownership of the subject Inventory (such as, if requested by
 the Collateral Agent, by the delivery of a Customs Broker Agreement); 


	
 

	
 


	
 

	
          (d)
 Which is insured to the reasonable satisfaction of the Collateral Agent; and 


	
 

	
 


	
 

	
          (e)
 Which otherwise would constitute Eligible Inventory.





          “Inventory”
has the meaning given that term in the UCC, and shall also include, without
limitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are
held by a Person for sale or lease or to be furnished under a contract of
service, (iii) are furnished by a Person under a contract of service, or (iv)
consist of raw materials, work in process, or materials used or consumed in a
business; (b) goods of said description in transit; (c) goods of said
description which are returned, repossessed or rejected; and (d) packaging,
advertising, and shipping materials related to any of the foregoing.


          “Inventory
Reserves” means such reserves as may be established from time to time by the
Administrative Agent in the Administrative Agent’s Permitted Discretion with
respect to the determination of the saleability, at retail, of the Eligible
Inventory or which reflect such other factors as affect the market value of the
Eligible Inventory. Without limiting the generality of the foregoing, Inventory
Reserves may, in the Administrative Agent’s Permitted Discretion, include (but
are not limited to) reserves based on:


	
 

	
 


	
 

	
          (a)
 Obsolescence; 


	
 

	
 


	
 

	
          (b)
 Seasonality; 


	
 

	
 


	
 

	
          (c)
 Shrink; 


	
 

	
 


	
 

	
          (d)
 Imbalance; 


	
 

	
 


	
 

	
          (e)
 Change in Inventory character; 


	
 

	
 


	
 

	
          (f)
 Change in Inventory composition;


	
 

	
 


	
 

	
          (g)
 Change in Inventory mix; 


	
 

	
 


	
 

	
          (h)
 Mark-downs (both permanent and point of sale); and





-21-







	
 

	
 


	
 

	
           (i)
 Retail mark-ons and mark-ups inconsistent with prior period practice and
 performance, industry standards, current business plans or advertising
 calendar and planned advertising events.





           “Investment”
means, as to any Person, any direct or indirect acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition or
Equity Interests of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any
other debt or interest in, another Person, or (c) any Acquisition, or (d) any
acquisition of Store locations of any Person for which the aggregate
consideration payable in connection with such acquisition is less than
$25,000,000, in each case in any transaction or group of transactions which are
part of a common plan. For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.


           “IRS”
means the United States Internal Revenue Service.


           “ISP”
means, with respect to any Letter of Credit, 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
Documents” means with respect to any Letter of Credit, the Letter Credit
Application, and any other document, agreement and instrument entered into by
the L/C Issuer and the Borrower (or any Subsidiary) or in favor the L/C Issuer
and relating to any such Letter of Credit.


           “Joinder
Agreement” means an agreement in the form attached hereto as Exhibit J pursuant
to which a Person become a party to, and bound by the terms of, this Agreement
and/or the other applicable Loan Documents in the same capacity and to the same
extent as wither a Borrower or Guarantor, as applicable.


           “Landlord
Lien State” means a state in which a landlord’s claim for rent has priority
over the lien of the Collateral Agent in any of the Collateral.


           “Laws”
means each international, foreign, federal, state and local statute, treaty,
rule, guideline, regulation, ordinance, code and administrative or judicial
precedent or authority, including the interpretation or administration thereof
by any Governmental Authority charged with the enforcement, interpretation or
administration thereof, and each applicable administrative order, directed
duty, license, authorization and permit of, and agreement with, any
Governmental Authority, in each case whether or not having the force of law.


           “L/C
Advance” means, with respect to each Lender, such Lender’s funding of its
participation in any L/C Borrowing in accordance with its Applicable
Percentage.


           “L/C
Borrowing” means an extension of credit resulting from a drawing under any
Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Committed Borrowing.


           “L/C
Credit Extension” means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount
thereof.


           “L/C
Issuer” means (a) Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder (which
successor may only be a Lender selected by the Administrative Agent in its
reasonable discretion), and (b) any other Lender selected by the 


-22-







Administrative
Agent in its discretion. The L/C Issuer may, in its discretion, arrange for one
or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in
which case the term “L/C Issuer” shall include any such Affiliate with respect
to Letters of Credit issued by such Affiliate.


          “L/C
Obligations” means, as at any date of determination, and without duplication,
the aggregate undrawn amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all
L/C Borrowings. For purposes of computing the amounts available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. For all purposes of this Agreement,
if on any date of determination a Letter of Credit has expired by its terms but
any amount may still be drawn thereunder by reason of the operation of Rule
3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in
the amount so remaining available to be drawn.


          “Lease”
means any written agreement pursuant to which a Loan Party is entitled to the
use or occupancy of any real property for any period of time.


          “Lender”
has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the Swing Line Lender.


          “Lending
Office” means, as to any Lender, the office or offices of such Lender described
as such in such Lender’s Administrative Questionnaire, or such other office or
offices as a Lender may from time to time notify the Borrower and the
Administrative Agent.


          “Letter
of Credit” means each Standby Letter of Credit and each Commercial Letter of
Credit issued hereunder.


          “Letter
of Credit Application” means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.


          “Letter
of Credit Expiration Date” means the day that is seven days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next
preceding Business Day).


          “Letter
of Credit Fee” has the meaning specified in Section 2.03(i).


          “Letter
of Credit Sublimit” means an amount equal to $80,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Commitments. A
permanent reduction of the Aggregate Commitments shall not require a
corresponding pro rata reduction in the Letter of Credit Sublimit; provided,
however, that if the Aggregate Commitments are reduced to an amount less than
the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be
reduced to an amount equal to (or, at Borrower’s option, less than) the
Aggregate Commitments.


          “LIBO
Borrowing” means a Borrowing comprised of LIBO Rate Loans.


          “LIBO
Rate” means for any Interest Period with respect to a LIBO Rate Loan, the rate
per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period. If such rate is not available at such time for any reason, then the
“LIBO Rate” for such Interest Period shall be the rate per annum determined by
the Administrative Agent to be the rate at which deposits in Dollars for
delivery on the first day of such 


-23-







Interest
Period in same day funds in the approximate amount of the LIBO Rate Loan being
made, continued or converted by Bank of America 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 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.


          “LIBO
Rate Loan” means a Committed Loan that bears interest at a rate based on the
Adjusted LIBO Rate.


          “Lien”
means (a) any mortgage, deed of trust, pledge, hypothecation, assignment for
security, encumbrance, lien (statutory or other), or other security interest or
preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale, Capital Lease Obligation,
Synthetic Lease Obligation, or other title retention agreement, any easement,
right of way or other encumbrance on title to real property, and any financing
lease having substantially the same economic effect as any of the foregoing)
and (b) in the case of securities, any purchase option, call or similar right
of a third party with respect to such securities.


          “Liquidation”
means the exercise by the Administrative Agent or Collateral Agent of those
rights and remedies accorded to such Agents under the Loan Documents and
applicable Law as a creditor of the Loan Parties with respect to the
realization on the Collateral, including (after the occurrence and continuation
of an Event of Default) the conduct by the Loan Parties acting with the consent
of the Administrative Agent, of any public, private or “going-out-of-business”,
“store closing” or other similar sale or any other disposition of the
Collateral for the purpose of liquidating the Collateral. Derivations of the
word “Liquidation” (such as “Liquidate”) are used with like meaning in this
Agreement. 


          “Loan”
means an extension of credit by a Lender to the Borrower under Article II in
the form of a Committed Loan or a Swing Line Loan.


          “Loan
Account” has the meaning specified in Section 2.11(a).


          “Loan
Cap” means, at any time of determination, the lesser of (a) the Aggregate
Commitments and (b) the Borrowing Base.


          “Loan
Documents” means this Agreement, each Note, each Issuer Document, the Fee
Letter, all Borrowing Base Certificates, the Blocked Account Agreements, the
Credit Card Notifications, the Security Documents, the Facility Guaranty, and
any other instrument or agreement now or hereafter executed and delivered in
connection herewith, each as amended and in effect from time to time. 


          “Loan
Parties” means, collectively, the Borrower and each Guarantor.


          “Material
Adverse Effect” means (a) a material adverse change in, or a material adverse
effect upon, the operations, business, properties, liabilities, or financial
condition of any Loan Party or the Borrower and its Subsidiaries taken as a
whole; (b) a material impairment of the ability of the Loan Parties to perform
their obligations under the Loan Documents; or (c) a material impairment of the
rights and remedies of the Agent or the Lenders under any Loan Document or a
material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a
party.


          “Material
Indebtedness” means (a) Indebtedness (other than the Obligations and Other
Liabilities) of the Loan Parties in an aggregate principal amount exceeding
$25,000,000 and (b) Indebtedness pursuant to the Indenture. For purposes of
determining the amount of Material Indebtedness at any time, 


-24-







the amount of
the obligations in respect of any Swap Contract at such time shall be
calculated at the Swap Termination Value thereof.


          “Maturity
Date” means March 20, 2013.


          “Maximum
Rate” has the meaning specified in Section 10.09.


          “Measurement
Period” means, at any date of determination, the most recently completed twelve
(12) months.


          “Minimum
Inventory Level” means, at any time of calculation, Eligible Inventory, the
Cost of which net of Inventory Reserves, multiplied by the Appraised Value of
Eligible Inventory is at least equal to two times the then Aggregate
Commitments.


          “Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


          “Mortgages”
means each and every fee mortgage or deed of trust, security agreement and
assignment made by the Loan Party owning the Real Estate encumbered thereby in
favor of the Collateral Agent.


          “Multiemployer
Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.


          “Net
Proceeds” means with respect to any Disposition by any Loan Party or any of its Subsidiaries, or any Extraordinary
Receipt received or paid to the account of any Loan Party or any of its Subsidiaries, the excess, if any, of
(i) the sum of cash and cash equivalents received in connection with such
transaction (including any cash or cash equivalents received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but
only as and when so received) over (ii) the sum of (A) the principal amount of
any Indebtedness that is secured by the applicable asset by a Lien permitted
hereunder which is senior to the Collateral Agent’s Lien on such asset and that
is required to be repaid (or to establish an escrow for the future repayment
thereof) in connection with such transaction (other than Indebtedness under the
Loan Documents), plus (B) the reasonable and customary out-of-pocket
fees and expenses incurred by such Loan
Party or such Subsidiary in connection with such transaction (including,
without limitation, appraisals, and brokerage, legal, title and recording or
transfer tax expenses and commissions) paid by any Loan Party to third parties
(other than Affiliates)), plus (C) amounts provided as a funded reserve
against any liabilities under any indemnification obligation or purchase price
adjustment associated with such Disposition (provided that to the extent
and at the time any such amounts are released from such reserve, such amounts
shall constitute Net Proceeds).


          “Non-Consenting
Lender” has the meaning specified in Section 10.01.


          “Non-Extension
Notice Date” has the meaning specified in Section 2.03(b)(iii).


          “Note”
means (a) a promissory note made by the Borrower in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit
C-1, and (b) the Swing Line Note, as each may be amended, supplemented or
modified from time to time.


          “NPL” means
the National Priorities List under CERCLA.


-25-







          “Obligations”
means all advances to, and debts (including principal, interest, fees, costs,
and expenses), liabilities, covenants, and indemnities of, any Loan Party
arising under any Loan Document or otherwise with respect to any Loan or Letter
of Credit (including payments in respect of reimbursement of disbursements,
interest thereon and obligations to provide cash collateral therefor), whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest, fees, cost and expenses that accrue after the commencement
by or against any Loan Party or any Subsidiary thereof of any proceeding under
any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such
proceeding.


          “Organization
Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the applicable
Governmental Authority in the jurisdiction of its formation or organization
and, if applicable, any certificate or articles of formation or organization of
such entity.


          “Other
Liabilities” means any obligation on account of (a) any Cash Management
Services furnished to any of the Loan Parties or any of their Subsidiaries
and/or (b) any transaction which arises out of any Bank Product entered into
with any Loan Party, as each may be amended from time to time, and/or (c) any
transaction between a Subsidiary which is not a Loan Party and any Lender or
any Affiliate of a Lender, to the extent the obligations of such Subsidiary are
guaranteed by a Loan Party.


          “Other
Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment
made hereunder or under any other Loan Document or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document, excluding, however, such amounts imposed as a result of an
assignment by a Lender of its Loans or Commitments.


          “Outstanding
Amount” means (i) with respect to Committed Loans and Swing Line Loans on any
date, the aggregate outstanding principal amount thereof after giving effect to
any borrowings and prepayments or repayments of Committed Loans and Swing Line
Loans, as the case may be, occurring on such date; and (ii) with respect to any
L/C Obligations on any date, the amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed
Amounts.


          “Overadvance”
means a Credit Extension to the extent that, immediately after its having been
made, Availability is less than zero.


          “Participant”
has the meaning specified in Section 10.06(d).


          “Payment
Conditions” means, at the time of determination with respect to any specified
transaction or payment, that (a) no Default or Event of Default then exists or
would arise as a result of entering into such transaction or the making such
payment and (b) after giving effect to such transaction or payment, the Pro
Forma Availability Condition has been satisfied and the Consolidated Fixed
Charge Coverage Ratio, as projected on a pro-forma basis for the twelve months
following such transaction or payment, will be equal to or greater than 1.1:1.0.
Prior to undertaking any transaction or payment which is 


-26-







subject to the
Payment Conditions, the Loan Parties shall deliver to the Administrative Agent
either (i) evidence of satisfaction of the conditions contained in clause (b)
above on a basis (including, without limitation, giving due consideration to
results for prior periods) reasonably satisfactory to the Administrative Agent.


           “PBGC”
means the Pension Benefit Guaranty Corporation.


           “PCAOB”
means the Public Company Accounting Oversight Board.


           “Pension
Plan” means any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to
Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA
Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an
obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.


           “Permitted
Acquisition” means an Acquisition in which all of the following conditions are
satisfied:


	
 

	
 


	
 

	
          (a)
 such Acquisition shall have been approved by the Board of Directors of the
 Person (or similar governing body if such Person is not a corporation) which
 is the subject of such Acquisition and such Person shall not have announced
 that it will oppose such Acquisition or shall not have commenced any action
 which alleges that such Acquisition shall violate applicable Law;


	
 

	
 


	
 

	
          (c)
 the Borrower shall have furnished the Administrative Agent with at least
 fifteen (15) days’ prior written notice (or such shorter period as the
 Administrative Agent shall agree) of such intended Acquisition and shall have
 furnished the Administrative Agent with a current draft of the primary
 acquisition documents (and final copies thereof as and when executed), a
 summary of any due diligence undertaken by the Loan Parties in connection
 with such Acquisition, and, to the extent requested by the Administrative
 Agent, appropriate financial statements of the Person which is the subject of
 such Acquisition for such periods as the Administrative Agent shall
 reasonably request (individually, and on a Consolidated basis with all Loan
 Parties), and such other information as the Administrative Agent may
 reasonably require, all of which shall be reasonably satisfactory to the
 Administrative Agent;


	
 

	
 


	
 

	
          (d)
 the legal structure of the Acquisition shall be acceptable to the
 Administrative Agent in its Permitted Discretion; 


	
 

	
 


	
 

	
          (f)
 after giving effect to the Acquisition, if the Acquisition is an Acquisition
 of the Equity Interests, a Loan Party shall acquire and own, directly or
 indirectly, a majority of the Equity Interests in the Person being acquired
 and shall Control a majority of any voting interests or shall otherwise
 Control the governance of the Person being acquired;


	
 

	
 


	
 

	
          (g)
 any assets acquired shall be utilized in, and if the Acquisition involves a
 merger, consolidation or stock acquisition, the Person which is the subject
 of such Acquisition shall be engaged in, a business otherwise permitted to be
 engaged in by a Loan Party under this Agreement; and


	
 

	
 


	
 

	
          (h)
 either (i) the Loan Parties shall have satisfied the Payment Conditions, or
 (ii) (A) at the time of such Acquisition, (x) no Loans are then outstanding
 and (y) no Event of Default





-27-







	
 

	
 


	
 

	
then exists or would arise
 from the consummation of such Acquisition and (B) the aggregate consideration
 (whether in cash, tangible property, notes or other property) paid by any
 Loan Party for such Acquisition is funded entirely through the use of cash on
 hand of the Loan Parties.


	
 

	
 


	
           “Permitted
 Discretion” means a determination made by the Administrative Agent in good
 faith and in the exercise of its reasonable credit judgment determined in a
 manner consistent with its credit procedures for secured lending transactions
 in similar circumstances.


	
 

	
 


	
 

	
“Permitted
 Disposition” means any of the following:


	
 

	
 


	
 

	
          (a)
 Dispositions of Inventory in the ordinary course of business;


	
 

	
 


	
 

	
          (b)
 as long as no Event of Default exists or would arise therefrom, bulk sales or
 other Dispositions of the Inventory and Equipment of a Loan Party or any
 Subsidiary not in the ordinary course of business in connection with Store
 closings or relocations, at arm’s length, provided, that the Minimum
 Inventory Level is satisfied after giving effect thereto;


	
 

	
 


	
 

	
          (c)
 Dispositions of Equipment and other assets (other than Inventory but
 including the abandonment of Intellectual Property) in the ordinary course of
 business that is substantially worn, damaged, obsolete or, in the judgment of
 a Loan Party, no longer useful or necessary in its business or that of any
 Subsidiary;


	
 

	
 


	
 

	
          (d)
 Dispositions among the Loan Parties or by any Subsidiary to a Loan Party; 


	
 

	
 


	
 

	
          (e)
 Dispositions by any Subsidiary which is not a Loan Party to another
 Subsidiary that is not a Loan Party;


	
 

	
 


	
 

	
          (f)
 Dispositions of any Equity Interests in Loan Parties or any other Subsidiary
 that is not a Loan Party to any other Subsidiary which is not a Loan Party, provided
 that any Loan Party, the Equity Interests of which are transferred pursuant
 to any Disposition permitted pursuant to this clause (f), shall remain a Loan
 Party hereunder;


	
 

	
 


	
 

	
          (g)
 Dispositions of any Indebtedness owed to a Loan Party by another Loan Party
 or any other Subsidiary that is not a Loan Party to any other Subsidiary that
 is not a Loan Party, provided that after giving effect to such
 transfer, such Indebtedness would otherwise be permitted under clause (b)(iv)
 of Permitted Indebtedness; 


	
 

	
 


	
 

	
          (h)
 as long as no Default then exists or would arise therefrom, Dispositions of
 Real Estate of any Loan Party or any Subsidiary (or sales of any Person or
 Persons created to hold such Real Estate or the Equity Interests in such
 Person or Persons), including sale-leaseback transactions involving any such
 Real Estate pursuant to leases on market terms, as long as, (A) such
 Disposition is made for fair market value, and (B) in the case of any
 sale-leaseback transaction permitted hereunder, such Loan Party or Subsidiary
 shall use commercially reasonable efforts to cause, if requested by the
 Agents, each purchaser or transferee to enter into a Collateral Access
 Agreement on terms and conditions reasonably satisfactory to the Agents;


	
 

	
 


	
 

	
          (i)
 Dispositions consisting of the compromise, settlement or collection of
 accounts receivable in the ordinary course of business, consistent with past
 practices;


	
 

	
 


	
 

	
          (j)
 leases, subleases, space leases, licenses or sublicenses, in each case in the
 ordinary course of business and which do not materially interfere with the
 business of the 





-28-







	
 

	
 


	
 

	
Borrower and
 its Subsidiaries, including licenses for the conduct of licensed departments within the Loan
 Parties’ Stores in the ordinary course of business; provided that, if
 requested by the Agents, the Agents shall have entered into an intercreditor
 agreement with the Person operating such licensed department on terms and
 conditions reasonably satisfactory to the Agents;


	
 

	
 


	
 

	
          (k)
 Dispositions of cash, cash equivalents and Permitted Investments described in
 clauses (a) through (e) of the definition of “Permitted Investments”
 contained in this Agreement, in each case on ordinary business terms; and


	
 

	
 


	
 

	
          (l)
 other
 Dispositions, provided that the aggregate fair market value of
 all assets Disposed of in reliance upon this paragraph (l) shall not exceed
 $10,000,000 during any Fiscal Year of the Borrower.


	
 

	
 


	
 

	
          For
 the avoidance of doubt, transactions which are permitted by Sections 7.01 and
 7.02 of this Agreement which may be construed to constitute a “Disposition”
 of property by a Loan Party or any of its Subsidiaries shall not be
 prohibited by operation of Section 7.05.


	
 

	
 


	
 

	
“Permitted
 Encumbrances” means:


	
 

	
 


	
 

	
          (a)
 Liens imposed by law for Taxes that are not yet due or are being contested in
 compliance with Section 6.04;


	
 

	
 


	
 

	
          (b)
 carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other
 like Liens imposed by applicable Law, arising in the ordinary course of
 business and securing obligations that are not overdue by more than thirty
 (30) days or are being contested in compliance with Section 6.04;


	
 

	
 


	
 

	
          (c)
 pledges and deposits made in the ordinary course of business in compliance
 with workers’ compensation, unemployment insurance and other social security
 or similar laws or regulations, other than any Lien imposed by ERISA;


	
 

	
 


	
 

	
          (d)
 deposits to secure the performance of bids, trade contracts, government
 contracts and leases (other than Indebtedness), statutory obligations,
 surety, stay, customs and appeal bonds, performance bonds and other
 obligations of a like nature (including those to secure health, safety and
 environmental obligations) incurred in the ordinary course of business; 


	
 

	
 


	
 

	
          (e)
 Liens in respect of judgments, decrees, attachments or awards for payment of
 money that do not constitute an Event of Default hereunder;


	
 

	
 


	
 

	
          (f)
 easements, covenants, conditions, restrictions, building code laws, zoning
 restrictions, encroachments, rights-of-way and similar encumbrances on real
 property imposed by law or arising in the ordinary course of business that do
 not secure any monetary obligations and do not materially interfere with the
 ordinary conduct of business of the Loan Parties, taken as a whole, and such
 other minor title defects or survey matters that are disclosed by current
 surveys that, in each case, do not materially interfere with the ordinary
 conduct of business of the Loan Parties, taken as a whole; 


	
 

	
 


	
 

	
          (g)
 Liens existing on the date hereof and listed on Schedule 7.01 and any
 renewals or extensions thereof, provided that (i) the property covered
 thereby is not changed other than after-acquired property affixed or
 incorporated thereto and proceeds or products thereof, (ii) the amount
 secured or benefited thereby is not increased except to the extent permitted
 hereunder, 





-29-







	
 

	
 


	
 

	
and (iii) any renewal or
 extension of the obligations secured or benefited thereby is otherwise
 permitted hereunder;


	
 

	
 


	
 

	
          (h)
 Liens on fixed or capital assets acquired by any Loan Party or any Subsidiary
 which are permitted under clause (c) of the definition of Permitted
 Indebtedness so long as (i) such Liens and the Indebtedness secured thereby
 are incurred prior to or within one hundred and eighty (180) days after such
 acquisition, (ii) the Indebtedness secured thereby does not exceed the cost
 of acquisition of such fixed or capital assets and (iii) such Liens
 shall not extend to any other property or assets of the Loan Parties;


	
 

	
 


	
 

	
          (i)
 Liens created pursuant to any Loan Document;


	
 

	
 


	
 

	
          (j)
 landlords’ and lessors’ Liens in respect of rent not in default;


	
 

	
 


	
 

	
          (k)
 possessory Liens in favor of brokers and dealers arising in connection with
 the acquisition or disposition of Investments owned as of the date hereof and
 Permitted Investments, provided that such liens (a) attach only to
 such Investments and (b) secure only obligations incurred in the ordinary
 course and arising in connection with the acquisition or disposition of such
 Investments and not any obligation in connection with margin financing; 


	
 

	
 


	
 

	
          (l)
 Liens arising solely by virtue of any statutory or common law provisions
 relating to banker’s liens, liens in favor of securities intermediaries,
 rights of setoff or similar rights and remedies as to deposit accounts or
 securities accounts or other funds maintained with depository institutions or
 securities intermediaries;


	
 

	
 


	
 

	
          (m)
 Liens arising from precautionary UCC filings regarding “true” operating
 leases or, to the extent permitted under the Loan Documents, the consignment
 of goods to a Loan Party;


	
 

	
 


	
 

	
          (n)
 voluntary Liens on property (other than property of the type included in the
 Borrowing Base) in existence at the time such property is acquired pursuant
 to a Permitted Acquisition or other Permitted Investment or on such property
 of a Subsidiary of a Loan Party in existence at the time such Subsidiary is
 acquired pursuant to a Permitted Acquisition or other Permitted Investment; provided,
 that such Liens are not incurred in connection with or in anticipation of
 such Permitted Acquisition or other Permitted Investment and do not attach to
 any other assets of any Loan Party or any Subsidiary;


	
 

	
 


	
 

	
          (o)
 Liens in favor of customs and revenues authorities imposed by applicable Law
 arising in the ordinary course of business in connection with the importation
 of goods and securing obligations (i) that are not overdue by more than
 thirty (30) days, or (ii)(A) that are being contested in good faith by
 appropriate proceedings, (B) the applicable Loan Party or Subsidiary has set
 aside on its books adequate reserves with respect thereto in accordance with
 GAAP and (C) such contest effectively suspends collection of the contested
 obligation and enforcement of any Lien securing such obligation;


	
 

	
 


	
 

	
          (p)
 Liens (i) on cash advances in favor of the seller of any property to
 be acquired in any Permitted Investment to be applied against the purchase
 price for such Investment, and (ii) consisting of an agreement to transfer
 any property in a Permitted Disposition, in each case, solely to the extent
 such Investment or Disposition, as the case may be, would have been permitted
 on the date of the creation of such Lien;





-30-







	
 

	
 


	
 

	
          (q)
 any interest or title of a lessor or sublessor under leases or subleases or
 secured by a lessor’s or sublessor’s interests under leases entered into by
 the Borrower or any of its Subsidiaries in the ordinary course of business; 


	
 

	
 


	
 

	
          (r)
 Liens solely on any cash earnest money deposits made by the Borrower or any
 of its Subsidiaries in connection with any letter of intent or purchase
 agreement permitted hereunder; 


	
 

	
 


	
 

	
          (s)
 Liens in respect of the licensing of patents, copyrights, trademarks, trade
 names, other indications of origin, domain names and other forms of
 Intellectual Property in the ordinary course of business; 


	
 

	
 


	
 

	
          (t)
 Liens arising out of conditional sale, title retention, consignment or
 similar arrangements for sale of goods (including under Article 2 of the UCC)
 and Liens that are contractual rights of set-off relating to purchase orders
 and other similar agreements entered into by the Borrower or any of its
 Subsidiaries; 


	
 

	
 


	
 

	
          (u)
 Liens on insurance policies and the proceeds thereof securing the financing
 of the premiums with respect thereto incurred in the ordinary course of
 business; 


	
 

	
 


	
 

	
          (v)
 Liens on assets other than those of the type included in the Borrowing Base
 to secure Indebtedness permitted under clause (d) of “Permitted
 Indebtedness”; 


	
 

	
 


	
 

	
          (w)
 Liens on property of Domestic Subsidiaries which are not Loan Parties to
 secure Indebtedness permitted under clause (r) of the definition of
 “Permitted Indebtedness”; 


	
 

	
 


	
 

	
          (x)
 licenses or sublicenses, in each case in the ordinary course of business and
 which do not materially interfere with the business of the Borrower and its
 Subsidiaries; and 


	
 

	
 


	
 

	
          (y)
 other Liens on assets other than those of the type included in the Borrowing
 Base securing obligations outstanding in an aggregate principal amount not to
 exceed $10,000,000. 


	
 

	
 


	
          “Permitted
 Indebtedness” means each of the following as long as no Event of Default
 exists or would arise from the incurrence thereof: 


	
 


	
 

	
          (a)
 Indebtedness outstanding on the date hereof and listed on Schedule 7.03
 and any refinancings, refundings, renewals or extensions thereof; provided
 that (i) the amount of such Indebtedness is not increased at the time of such
 refinancing, refunding, renewal or extension except by an amount equal to any
 premium or other amount paid, and fees and expenses reasonably incurred, in
 each case on then current market terms, in connection with such refinancing
 and by an amount equal to any existing commitments unutilized thereunder,
 (ii) the result of such extension, renewal or replacement shall not be an
 earlier maturity date or decreased weighted average life of such
 Indebtedness, and (iii) the terms relating to collateral (if any) and
 subordination (if any), of any such refinancing, refunding, renewing or
 extending Indebtedness, and of any agreement entered into and of any
 instrument issued in connection therewith, are not less favorable in any
 material respect to the Loan Parties or the Lenders than the terms of any
 agreement or instrument governing the Indebtedness being refinanced,
 refunded, renewed or extended and the interest rate applicable to any such
 refinancing, refunding, renewing or extending Indebtedness does not exceed
 the then applicable market interest rate; 





-31-







	
 

	
 


	
 

	
          (b)
 Indebtedness of (i) any Loan Party to any other Loan Party, (ii) any
 Subsidiary that is not a Loan Party to any Loan Party so long as either (x)
 the Payment Conditions are satisfied, or (y) (A) at the time of such
 Investment, no Loans are then outstanding and (B) the aggregate amount paid
 by any Loan Party on account of such Indebtedness is funded entirely through
 the use of cash on hand of the Loan Parties, (iii) any Subsidiary that is not
 a Loan Party to any other Subsidiary that is not a Loan Party, and (iv) any
 Loan Party to any Subsidiary that is not a Loan Party in an aggregate
 principal amount not to exceed $50,000,000 at any time outstanding unless the
 Payment Conditions are satisfied (in which event such dollar limitation shall
 not apply); 


	
 

	
 


	
 

	
          (c)
 Without duplication of Indebtedness described in clause (f) of this
 definition, purchase money Indebtedness of any Loan Party or any Subsidiary
 thereof to finance the acquisition of any fixed or capital assets, including
 Capital Lease Obligations and Synthetic Lease Obligations, and any
 Indebtedness assumed in connection with the acquisition of any such assets or
 secured by a Lien on any such assets prior to the acquisition thereof, and
 extensions, renewals and replacements of any such Indebtedness that do not
 increase the outstanding principal amount thereof or result in an earlier
 maturity date or decreased weighted average life thereof provided that the
 terms relating to collateral (if any) and subordination (if any), of any such
 refinancing, refunding, renewing or extending Indebtedness, and of any
 agreement entered into and of any instrument issued in connection therewith,
 are no less favorable in any material respect to the Loan Parties or the
 Lenders than the terms of any agreement or instrument governing the
 Indebtedness being refinanced, refunded, renewed or extended and the interest
 rate applicable to any such refinancing, refunding, renewing or extending Indebtedness
 does not exceed the then applicable market interest rate, provided
 that, if requested by the Collateral Agent, the Loan Parties shall use
 commercially reasonable efforts to cause the holders of such Indebtedness to
 enter into a Collateral Access Agreement on terms reasonably satisfactory to
 the Collateral Agent; 


	
 

	
 


	
 

	
          (d)
 obligations (contingent or otherwise) of any Loan Party or any Subsidiary
 thereof existing or arising under any Swap Contract, provided that
 such obligations are (or were) entered into by such Person in the ordinary
 course of business for the purpose of directly mitigating risks associated
 with fluctuations in interest rates, energy prices or foreign exchange rates,
 and not for purposes of speculation or taking a “market view;”; 


	
 

	
 


	
 

	
          (e)
 Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety
 bonds, performance and completion guarantees and similar obligations, or
 obligations in respect of letters of credit, bank guarantees or similar
 instruments related thereto, in each case provided in the ordinary course of
 business; 


	
 

	
 


	
 

	
          (f)
 Indebtedness incurred for the construction or acquisition or improvement of,
 or to finance or to refinance, any Real Estate owned by any Loan Party or any
 Subsidiary (including therein any Indebtedness incurred in connection with
 sale-leaseback transactions permitted hereunder), provided that, upon
 the request of the Collateral Agent, the Loan Parties shall use commercially
 reasonable efforts to cause the holders of such Indebtedness to enter into a
 Collateral Access Agreement on terms reasonably satisfactory to the
 Collateral Agent; 


	
 

	
 


	
 

	
          (g)
 Indebtedness with respect to the deferred purchase price for any Permitted
 Acquisition, provided that such Indebtedness is on terms reasonably
 acceptable to the Agents; 


	
 

	
 


	
 

	
          (h)
 Indebtedness of any Person that becomes a Subsidiary of a Loan Party in a
 Permitted Acquisition or other Permitted Investment, which Indebtedness is
 existing at the time 





-32-







	
 

	
 


	
 

	
such Person
 becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely
 in contemplation of such Person’s becoming a Subsidiary of a Loan Party); 


	
 

	
 


	
 

	
          (i)
 the Obligations and Other Liabilities; 


	
 

	
 


	
 

	
          (j)
 Indebtedness consisting of Securities (as defined in the Indenture) issued
 pursuant to the Indenture; 


	
 

	
 


	
 

	
          (k)
 (i) Indebtedness constituting indemnification obligations or obligations in
 respect of purchase price or other similar adjustments in connection with
 Permitted Acquisitions and other Permitted Investments and Permitted
 Dispositions; and (ii) Indebtedness consisting of obligations of the Borrower
 or any Subsidiary under deferred compensation or other similar arrangements
 incurred by such Person in connection with any Permitted Investment; 


	
 

	
 


	
 

	
          (l)
 Indebtedness consisting of the financing of insurance premiums in the
 ordinary course of business; 


	
 

	
 


	
 

	
          (m)
 Indebtedness in respect of netting services, overdraft protections and
 similar arrangements and related liabilities arising from treasury,
 depository and cash management services or any automated clearing house
 transfers of funds in the ordinary course of business (including, without
 limitation Guarantees of any such obligations of any Subsidiary which is not
 a Loan Party); 


	
 

	
 


	
 

	
          (n)
 unsecured guaranty obligations of the Borrower or any of its Subsidiaries of
 the obligations of any joint ventures permitted under this Agreement in which
 the Borrower or any of its Subsidiaries is a party, not exceeding $10,000,000
 in the aggregate at any time outstanding; 


	
 

	
 


	
 

	
          (p)
 Indebtedness representing deferred compensation to directors, officers and
 employees of the Borrower or any of its Subsidiaries incurred in the ordinary
 course of business; 


	
 

	
 


	
 

	
          (q)
 to the extent constituting Indebtedness, judgments, decrees, attachments or
 awards not constituting an Event of Default under Section 8.01(h); 


	
 

	
 


	
 

	
          (r)
 Indebtedness of any Domestic Subsidiary which is not a Loan Party; and 


	
 

	
 


	
 

	
          (s)
 other Indebtedness (not described in any other clause of this definition, as
 to which such clause shall govern the such Permitted Indebtedness and this
 clause (r) shall not be additive thereto) in an aggregate principal amount
 not to exceed $300,000,000 at any time outstanding; provided that not
 more than $50,000,000 of such Indebtedness may be secured. 


	
 

	
 


	
          “Permitted
 Investments” means each of the following as long as no Event of Default
 exists or would arise from the making of such Investment: 


	
 


	
 

	
          (a)
 readily marketable obligations issued or directly and fully guaranteed or
 insured by the United States of America or any agency or instrumentality
 thereof having maturities of not more than one year from the date of
 acquisition thereof; provided that the full faith and credit of the
 United States of America is pledged in support thereof; 


	
 

	
 


	
 

	
          (b)
 commercial paper issued by any Person organized under the laws of any state
 of the United States of America and rated, at the time of acquisition
 thereof, at least “Prime-2” (or 





-33-







	
 

	
 


	
 

	
the then
 equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade)
 by S&P, in each case with maturities of not more than one year from the
 date of acquisition thereof; 


	
 

	
 


	
 

	
          (c)
 any Investments of the Loan Parties consisting of demand deposits or time
 deposits with, or insured certificates of deposit or bankers’ acceptances of,
 any commercial bank that (i) (A) is a Lender or (B) is organized under the
 laws of the United States of America, any state thereof or the District of
 Columbia or is the principal banking subsidiary of a bank holding company
 organized under the laws of the United States of America, any state thereof
 or the District of Columbia, and is a member of the Federal Reserve System,
 (ii) issues (or the parent of which issues) commercial paper rated, at the
 time of acquisition thereof, as described in clause (b) of this definition
 and (iii) has combined capital and surplus of at least $500,000,000, in each
 case with maturities of not more than one year from the date of acquisition
 thereof; 


	
 

	
 


	
 

	
          (d)
 fully collateralized repurchase agreements with a term of not more than
 thirty (30) days for securities described in clause (a) above (without regard
 to the limitation on maturity contained in such clause) and entered into with
 a financial institution satisfying the criteria, at the time of acquisition
 thereof, described in clause (c) above or with any primary dealer and having
 a market value at the time that such repurchase agreement is entered into of
 not less than 100% of the repurchase obligation of such counterparty entity
 with whom such repurchase agreement has been entered into; 


	
 

	
 


	
 

	
          (e)
 Investments, classified in accordance with GAAP as current assets of the Loan
 Parties, in any money market fund, mutual fund, or other investment companies
 that are registered under the Investment Company Act of 1940, as amended,
 which have the highest rating obtainable from either Moody’s or S&P, and
 which invest primarily in one or more of the types of securities described in
 clauses (a) through (d) above; 


	
 

	
 


	
 

	
          (f)
 Investments existing on the Closing Date, and set forth on Schedule 7.02,
 but not any increase in the amount thereof; 


	
 

	
 


	
 

	
          (g)
 (i) Investments by any Loan Party and its Subsidiaries in their respective
 Subsidiaries outstanding on the date hereof, (ii) additional Investments by
 any Loan Party and its Subsidiaries in Loan Parties, (iii) additional
 Investments by any Subsidiary that is not a Loan Party in any other
 Subsidiary that is not a Loan Party, and (iv) additional Investments by any
 Loan Party in any Subsidiary that is not a Loan Party so long as either (x)
 the Payment Conditions are satisfied, or (y) (A) at the time of such
 Investment, no Loans are then outstanding and (B) the aggregate amount paid
 by any Loan Party for such Investment is funded entirely through the use of
 cash on hand of the Loan Parties; 


	
 

	
 


	
 

	
          (h)
 Investments consisting of extensions of credit in the nature of accounts
 receivable or notes receivable arising from the grant of trade credit in the
 ordinary course of business, and Investments received in satisfaction or
 partial satisfaction thereof from financially troubled account debtors to the
 extent reasonably necessary in order to prevent or limit loss; 


	
 

	
 


	
 

	
          (i)
 Guarantees constituting Permitted Indebtedness; 


	
 

	
 


	
 

	
          (j)
 Investments in Swap Contracts not prohibited hereunder; 


	
 

	
 


	
 

	
          (k)
 Investments received in connection with the bankruptcy or reorganization of,
 or settlement of delinquent accounts and disputes with, customers and
 suppliers, in each case in the ordinary course of business; 





-34-







	
 

	
 


	
 

	
          (l)
 (i) advances of payroll payments to employees in the ordinary course of
 business and (ii) other loans and advances to officers, directors and
 employees of the Loan Parties and Subsidiaries in the ordinary course of
 business in an aggregate amount not to exceed $10,000,000 at any time
 outstanding; 


	
 

	
 


	
 

	
          (m)
 Investments constituting (i) Permitted Acquisitions and/or (ii) any
 acquisition of Store locations of any Person for which the aggregate
 consideration payable in connection with such acquisition is less than
 $25,000,000 in any transaction or group of transactions which are part of a
 common plan; 


	
 

	
 


	
 

	
          (n)
 Investments of any Person existing at the time such Person becomes a
 Subsidiary of any Loan Party or consolidates or merges with the Borrower or
 any of its Subsidiaries (including in connection with a Permitted
 Acquisition) so long as such Investments were not made in contemplation of
 such Person becoming a Subsidiary or of such consolidation or merger; 


	
 

	
 


	
 

	
          (o)
 promissory notes and other non-cash consideration received in connection with
 Dispositions permitted by Section 7.05 hereof; 


	
 

	
 


	
 

	
          (p)
 lease, utility and other similar deposits in the ordinary course of business;
 


	
 

	
 


	
 

	
          (q)
 Investments in the ordinary course of business consisting of endorsements for
 collection or deposit pursuant to Article 3 of the UCC and customary trade
 arrangements with customers pursuant to Article 4 of the UCC, in each case in
 the ordinary course of business consistent with past practices; and 


	
 

	
 


	
 

	
          (r)
 other Investments of a nature not otherwise set forth in clauses (a) through
 (q) above in an aggregate amount not to exceed $25,000,000 in the aggregate
 at any time outstanding; 


	
 

	
 


	
provided,
 however, that notwithstanding the foregoing, at any time when
 Revolving Credit Loans are outstanding, the Investments specified in clauses
 (a) through (e) or clause (r) shall be subject to Control Agreements (as
 defined in the Security Agreement) to the extent required by the Security Agreement.
 


	
 


	
          “Permitted
 Overadvance” means an Overadvance made by the Administrative Agent, in its
 discretion, which: 


	
 


	
 

	
          (a)
 is made to maintain, protect or preserve the Collateral and/or the Credit
 Parties’ rights under the Loan Documents or which is otherwise for the
 benefit of the Credit Parties; or 


	
 

	
 


	
 

	
          (b)
 is made to enhance the likelihood of, or to maximize the amount of, repayment
 of any Obligation or Other Liabilities; 


	
 

	
 


	
 

	
          (c)
 is made to pay any other amount chargeable to any Loan Party hereunder; and 


	
 

	
 


	
 

	
          (d)
 together with all other Permitted Overadvances then outstanding, shall not
 (i) exceed five percent (5%) of the Borrowing Base at any time or (ii) unless
 a Liquidation is occurring, remain outstanding for more than forty-five (45)
 consecutive Business Days, unless in each case, the Required Lenders
 otherwise agree;





provided however, that the foregoing
shall not (i) modify or abrogate any of the provisions of Section 2.03
regarding the Lenders’ obligations with respect to Letters of Credit, or (ii)
result in any claim or 


-35-







liability
against the Administrative Agent (regardless of the amount of any Overadvance)
for “inadvertent Overadvances” (i.e. where an Overadvance results from changed
circumstances beyond the control of the Administrative Agent (such as a
reduction in the collateral value)), and such “inadvertent Overadvances” shall
not reduce the amount of Permitted Overadvances allowed hereunder, and further
provided that in no event shall the Administrative Agent make an
Overadvance, if after giving effect thereto, the principal amount of the Credit
Extensions would exceed the Aggregate Commitments (as in effect prior to any
termination of the Commitments pursuant to Section 2.06 hereof). 


          “Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, limited partnership, Governmental
Authority or other entity. 


          
“Plan” means any “employee benefit plan” (as such term is defined in Section
3(3) of ERISA) established by the Borrower or, with respect to any such plan
that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate and includes, without limitation, any Pension Plan or Multiemployer
Plan. 


          “Platform”
has the meaning specified in Section 6.02. 


          “Prepayment
Event” means: 


	
 

	
 


	
 

	
          (a)
 Any Disposition (including pursuant to a sale and leaseback transaction) of
 any property or asset of a Loan Party (other than the sale of Collateral in
 the ordinary course of business and the transfer of any Collateral among
 Stores and other locations of the Loan Parties); 


	
 

	
 


	
 

	
          (b)
 Any casualty or other insured damage to, or any taking under power of eminent
 domain or by condemnation or similar proceeding of, any property or asset of
 a Loan Party unless (i) the proceeds therefrom are required to be paid to the
 holder of a Lien on such property or asset having priority over the Lien of
 the Collateral Agent or (ii) prior to the occurrence of a Triggering Event,
 the proceeds therefrom are utilized for purposes of replacing or repairing
 the assets in respect of which such proceeds, awards or payments were
 received within 180 days of the occurrence of the damage to or loss of the
 assets being repaired or replaced; 


	
 

	
 


	
 

	
          (c)
 The issuance by a Loan Party of any Equity Interests, other than any such
 issuance of Equity Interests (i) to a Loan Party, (ii) as consideration for a
 Permitted Acquisition or (iii) as a compensatory issuance to any employee,
 director, or consultant (including under any option plan); 


	
 

	
 


	
 

	
          (d)
 The incurrence by a Loan Party of any Indebtedness for borrowed money
 pursuant to clause (j) of the definition of Permitted Indebtedness or for
 borrowed money that is not Permitted Indebtedness; or 


	
 

	
 


	
 

	
          (e)
 The receipt by any Loan Party of any Extraordinary Receipts. 





          “Pro
Forma Availability Condition” means, for any date of calculation with respect
to any transaction or payment, the Pro Forma Excess Availability following, and
after giving effect to, such transaction or payment, will be equal to or
greater than twenty-five percent (25%) of the Loan Cap. 


          “Pro
Forma Excess Availability” means, for any date of calculation, the projected
Average Daily Availability for each Fiscal Month during any projected twelve
(12) Fiscal Months. 


          “Public
Lender” has the meaning specified in Section 6.02. 


-36-







          “Real Estate”
means all land, together with the buildings, structures, parking areas, and
other improvements thereon, now or hereafter owned or leased by any Loan Party,
including all easements, rights-of-way, and similar rights relating thereto. 


          “Register”
has the meaning specified in Section 10.06(c). 


          “Registered
Public Accounting Firm” has the meaning specified by the Securities Laws and
shall be independent of the Borrower and its Subsidiaries as prescribed by the
Securities Laws. 


          “Related
Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person
and of such Person’s Affiliates. 


          “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other
than events for which the 30 day notice period has been waived. 


          “Reports”
has the meaning specified in Section 9.12(a). 


          “Request
for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, (b) with respect to
an L/C Credit Extension, a Letter of Credit Application, and (c) with respect
to a Swing Line Loan, a Swing Line Loan Notice. 


          “Required
Lenders” means, as of any date of determination, at least three (3) Lenders
holding more than 50% of the Aggregate Commitments or, if the commitment of
each Lender to make Loans and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 8.02, at least three
(3) Lenders holding in the aggregate more than 50% of the Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed “held” by
such Lender for purposes of this definition); provided that the Commitment of,
and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders. 


          “Reserves”
means all (if any) Inventory Reserves and Availability Reserves. 


          “Responsible
Officer” means the chief executive officer, president, chief financial officer
or treasurer of a Loan Party or any of the other individuals designated in
writing to the Administrative Agent by an existing Responsible Officer of a
Loan Party as an authorized signatory of any certificate or other document to
be delivered hereunder. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party. 


          “Restricted
Payment” means any dividend or other distribution (whether in cash, securities
or other property) with respect to any capital stock or other Equity Interest
of any Person or any of its Subsidiaries, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, defeasance, acquisition,
cancellation or termination of any such capital stock or other Equity Interest,
or on account of any return of capital to such Person’s stockholders, partners
or members (or the equivalent of any thereof), or any option, warrant or other
right to acquire any such dividend or other distribution or payment. 


          
“S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto. 


-37-







          “Sarbanes-Oxley”
means the Sarbanes-Oxley Act of 2002. 


          “SEC”
means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions. 


          “Securities
Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley, and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
PCAOB. 


          “Security
Agreement” means the Security Agreement dated as of the Closing Date among the
Loan Parties and the Collateral Agent. 


          “Security
Documents” means the Security Agreement, the Blocked Account Agreements, the
Mortgages, the Credit Card Notifications, and each other security agreement or
other instrument or document executed and delivered by any Loan Party to the
Collateral Agent pursuant to this Agreement or any other Loan Document granting
a Lien to secure any of the Obligations and Other Liabilities. 


          “Settlement
Date” has the meaning specified in Section 2.14(a). 


          “Shareholders’
Equity” means, as of any date of determination, consolidated shareholders’
equity of the Borrower and its Subsidiaries as of that date determined in
accordance with GAAP. 


          “Shrink”
means Inventory which has been lost, misplaced, stolen, or is otherwise
unaccounted for. 


          “Solvent”
and “Solvency” means, with respect to any Person on a particular date, that on
such date (a) at fair valuation, all of the properties and assets of such
Person are greater than the sum of the debts, including contingent liabilities,
of such Person, (b) the present fair saleable value of the properties and
assets of such Person is not less than the amount that would be required to pay
the probable liability of such Person on its debts as they become absolute and
matured, (c) such Person is able to realize upon its properties and assets and
pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the normal course of business, (d) such Person
does not intend to, and does not believe that it will, incur debts beyond such
Person’s ability to pay as such debts mature, and (e) such Person is not
engaged in a business or a transaction, and is not about to engage in a
business or transaction, for which such Person’s properties and assets would
constitute unreasonably small capital after giving due consideration to the
prevailing practices in the industry in which such Person is engaged. The
amount of all guarantees at any time shall be computed as the amount that, in
light of all the facts and circumstances existing at the time, can reasonably
be expected to become an actual or matured liability. 


          
“Standby Letter of Credit” means any Letter of Credit that is not a Commercial
Letter of Credit and that (a) is used in lieu or in support of performance
guaranties or performance, surety or similar bonds (excluding appeal bonds)
arising in the ordinary course of business, (b) is used in lieu or in support
of stay or appeal bonds, (c) supports the payment of insurance premiums for
reasonably necessary casualty insurance carried by any of the Loan Parties, or
(d) supports payment or performance for identified purchases or exchanges of
products or services in the ordinary course of business. 


          “Standby
Letter of Credit Sublimit” means $25,000,000. 


          “Stated
Amount” means at any time the maximum amount for which a Letter of Credit may
be honored. 


-38-







          “Statutory
Reserve Rate” means 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
FRB to which the Administrative Agent is subject with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities”
in Regulation D of the Board). Such reserve percentages shall include those
imposed pursuant to such Regulation D. LIBO Rate 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 any 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. 


          “Store”
means any retail store (which may include any real property, fixtures,
equipment, inventory and other property related thereto) operated, or to be
operated, by any Loan Party. 


          “Subordinated
Indebtedness” means Indebtedness which is expressly subordinated in right of
payment to the prior payment in full of the Obligations and which is in form
and on terms approved in writing by the Administrative Agent. 


          “Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the Equity Interests
having ordinary voting power for the election of directors or other governing
body are at the time beneficially owned, or the management of which is
otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
Subsidiary or Subsidiaries of a Loan Party. 


          “Swap
Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity
options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward bond or forward
bond price or forward bond index transactions, interest rate options, forward
foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all
transactions of any kind, and the related confirmations, which are subject to
the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement
(any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master
Agreement. 


          “Swap
Termination Value” means, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement
relating to such Swap Contracts, (a) for any date on or after the date such
Swap Contracts have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to
the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one
or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender). 


          “Swing
Line” means the revolving credit facility made available by the Swing Line
Lender pursuant to Section 2.04. 


-39-







          “Swing
Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section
2.04. 


          “Swing
Line Lender” means Bank of America in its capacity as provider of Swing Line
Loans, or any successor swing line lender hereunder. 


          “Swing
Line Loan” has the meaning specified in Section 2.04(a). 


          “Swing
Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section
2.04(b), which, if in writing, shall be substantially in the form of Exhibit
B. 


          “Swing
Line Note” means the promissory note of the Borrower substantially in the form
of Exhibit C-2, payable to the order of the Swing Line Lender,
evidencing the Swing Line Loans made by the Swing Line Lender. 


          “Swing
Line Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b)
the Aggregate Commitments. The Swing Line Sublimit is part of, and not in
addition to, the Aggregate Commitments. 


          “Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property (including sale and leaseback
transactions), in each case, creating obligations that do not appear on the
balance sheet of such Person but which, upon the application of any Debtor
Relief Laws to such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment). 


          “Taxes”
means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable
thereto. 


          “Termination
Date” means the earlier to occur of (i) the Maturity Date, and (ii) the date on
which the maturity of the Obligations is accelerated (or deemed accelerated)
and the Aggregate Commitments are irrevocably terminated (or deemed terminated)
in accordance with Article VII. 


          “Total
Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C
Obligations. 


          “Trading
with the Enemy Act” has the meaning set forth in Section 10.18. 


          “Triggering
Event” means either (i) the occurrence and continuance of any Event of Default,
or (ii) the failure of the Borrower to maintain Availability for three
consecutive Business Days of at least seventeen and one-half (17.5%) percent of
the Loan Cap. For purposes of this Agreement, the occurrence of a Triggering
Event shall be deemed continuing at the Administrative Agent’s option (i) so
long as such Event of Default is continuing, and/or (ii) if the Triggering
Event arises as a result of the Borrower’s failure to achieve Availability as
required hereunder, until Availability has exceeded seventeen and one-half
(17.5%) percent of the Loan Cap for ninety (90) consecutive days, in which case
a Triggering Event shall no longer be deemed to be continuing for purposes of
this Agreement; provided that a
Triggering Event shall be deemed continuing (even if an Event of Default is no
longer continuing and/or Excess Availability exceeds the required amount for
ninety (90) consecutive days) at all times after a Triggering Event has
occurred and been discontinued on two (2) occasions after the Closing Date. 


-40-







          “Type”
means, with respect to a Committed Loan, its character as a Base Rate Loan or a
LIBO Rate Loan. 


          “UCC”
or “Uniform Commercial Code” means the Uniform Commercial Code as in effect
from time to time in the State of New York; provided, however, that if a term
is defined in Article 9 of the Uniform Commercial Code differently than in another
Article thereof, the term shall have the meaning set forth in Article 9;
provided further that, if by reason of mandatory provisions of law, perfection,
or the effect of perfection or non-perfection, of a security interest in any
Collateral or the availability of any remedy hereunder is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of
New York, “Uniform Commercial Code” means the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof
relating to such perfection or effect of perfection or non-perfection or
availability of such remedy, as the case may be. 


          “UFCA”
has the meaning specified in Section 10.21(d). 


          “UFTA”
has the meaning specified in Section 10.21(d). 


          “Unfunded
Pension Liability” means the excess of a Pension Plan’s benefit liabilities
under Section 4001(a)(16) of ERISA, over the current value of that Pension
Plan’s assets, determined in accordance with the assumptions used for funding
the Pension Plan pursuant to Section 412 of the Code for the applicable plan
year. 


          “United
States” and “U.S.” mean the United States of America. 


          “Unreimbursed
Amount” has the meaning specified in Section 2.03(c)(i). 


          “Wholly
Owned Subsidiary” means, with respect to any Person, any corporation,
partnership or other entity of which all of the Equity Interests (other than,
in the case of a corporation, directors’ qualifying shares) are directly or
indirectly owned or controlled by such Person or one or more Wholly Owned
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Subsidiaries of such Person. 


          1.02 Other Interpretive Provisions. With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document: 


	
 

	
 


	
 

	
          (a)
 The definitions of terms herein shall apply equally to the singular and
 plural forms of the terms defined. Whenever the context may require, any
 pronoun shall include the corresponding masculine, feminine and neuter forms.
 The words “include,” “includes” and “including” shall be
 deemed to be followed by the phrase “without limitation.” The word “will”
 shall be construed to have the same meaning and effect as the word “shall.”
 Unless the context requires otherwise, (i) any definition of or reference to
 any agreement, instrument or other document (including any Organization
 Document) shall be construed as referring to such agreement, instrument or
 other document as from time to time amended, restated, amended and restated,
 supplemented or otherwise modified (subject to any restrictions on such
 amendments, restatements, amendments and restatements, supplements or
 modifications set forth herein or in any other Loan Document), (ii) any
 reference herein to any Person shall be construed to include such Person’s
 successors and assigns, (iii) the words “herein,” “hereof” and
 “hereunder,” and words of similar import when used in any Loan
 Document, shall be construed to refer to such Loan Document in its entirety
 and not to any particular provision thereof, (iv) all references in a Loan
 Document to Articles, Sections, Exhibits and Schedules shall be construed to
 refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
 Document in which such 





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references
 appear, (v) any reference to any law shall include all statutory and
 regulatory provisions consolidating, amending replacing or interpreting such
 law and any reference to any law or regulation shall, unless otherwise
 specified, refer to such law or regulation as amended, modified or
 supplemented from time to time, and (vi) the words “asset” and “property”
 shall be construed to have the same meaning and effect and to refer to any
 and all tangible and intangible assets and properties, including cash,
 securities, accounts and contract rights. 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)
 Section headings herein and in the other Loan Documents are included for
 convenience of reference only and shall not affect the interpretation of this
 Agreement or any other Loan Document. 


	
 

	
 


	
 

	
1.03 Accounting Terms 


	
 

	
 


	
 

	
          (a)
 Generally. All accounting terms not specifically or completely defined
 herein shall be construed in conformity with, and all financial data
 (including financial ratios and other financial calculations) required to be
 submitted pursuant to this Agreement shall be prepared in conformity with,
 GAAP applied on a consistent basis, as in effect from time to time, applied
 in a manner consistent with that used in preparing the Audited Financial
 Statements, except as otherwise specifically prescribed herein. 


	
 

	
 


	
 

	
          (b)
 Changes in GAAP. If at any time any change in GAAP would affect the
 computation of any financial ratio or requirement set forth in any Loan Document,
 and either the Borrower or the Required Lenders shall so request, the
 Administrative Agent, the Lenders and the Borrower shall negotiate in good
 faith to amend such ratio or requirement to preserve the original intent
 thereof in light of such change in GAAP (subject to the approval of the
 Required Lenders); provided that, until so amended, (i) such
 ratio or requirement shall continue to be computed in accordance with GAAP
 prior to such change therein and (ii) the Borrower shall provide to the
 Administrative Agent and the Lenders financial statements and other documents
 required under this Agreement or as reasonably requested hereunder setting
 forth a reconciliation between calculations of such ratio or requirement made
 before and after giving effect to such change in GAAP. 


	
 

	
 


	
 

	
          (c)
 Adoption of International Financial Reporting Standards. In the event
 that the Borrower elects to transition the accounting policies and reporting
 practices of the Loan Parties from GAAP to the International Financial
 Reporting Standards pursuant to Section 7.13 hereof, and any such adoption of
 the International Financial Reporting Standards would affect the computation
 of any financial ratio or requirement set forth in any Loan Document, and
 either the Borrower or the Required Lenders shall so request, the
 Administrative Agent, the Lenders and the Borrower shall negotiate in good
 faith to amend such ratio or requirement to preserve the original intent
 thereof in light of such adoption of the International Financial Reporting
 Standards (subject to the approval of the Required Lenders); provided that,
 until so amended, (i) such ratio or requirement shall continue to be computed
 in accordance with GAAP prior to such adoption of the International Financial
 Reporting Standards and (ii) the Borrower shall provide to the Administrative
 Agent and the Lenders financial statements and other documents required under
 this Agreement or as reasonably requested hereunder setting forth a
 reconciliation between calculations of such ratio or requirement made before
 and after giving effect to such adoption of the International Financial
 Reporting Standards. 





-42-







          1.04
Rounding. Any financial ratios required to be
maintained by the Loan Parties pursuant to this Agreement shall be calculated
by dividing the appropriate component by the other component, carrying the
result to one place more than the number of places by which such ratio is
expressed herein and rounding the result up or down to the nearest number (with
a rounding-up if there is no nearest number). 


          1.05
Times of Day. Unless otherwise specified, all
references herein to times of day shall be references to Eastern time (daylight
or standard, as applicable). 


          1.06
Letter of Credit Amounts. Unless otherwise specified,
all references herein to the amount of a Letter of Credit at any time shall be
deemed to be the Stated Amount of such Letter of Credit in effect at such
time.. 



ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS


          2.01
Committed Loans; Reserves. (a) Subject to the terms
and conditions set forth herein, each Lender severally agrees to make loans
(each such loan, a “Committed Loan”) to the Borrower from time to time,
on any Business Day during the Availability Period, in an aggregate amount not
to exceed at any time outstanding the lesser of (x) the amount of such Lender’s
Commitment, and (y) such Lender’s Applicable Percentage of the Borrowing Base;
subject in each case to the following limitations: 


	
 

	
 


	
 

	
                    (i)
 after giving effect to any Committed Borrowing, the Total Outstandings shall
 not exceed the Loan Cap; 


	
 

	
 


	
 

	
                    (ii)
 after giving effect to any Committed Borrowing, the aggregate Outstanding
 Amount of the Committed Loans of any Lender, plus such Lender’s
 Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus
 such Lender’s Applicable Percentage of the Outstanding Amount of all Swing
 Line Loans shall not exceed such Lender’s Commitment; and 


	
 

	
 


	
 

	
                    (iii)
 The Outstanding Amount of all L/C Obligations shall not at any time exceed
 the Letter of Credit Sublimit. 





Within the
limits of each Lender’s Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this Section 2.01, prepay
under Section 2.05, and reborrow under this Section 2.01. Committed Loans may
be Base Rate Loans or LIBO Rate Loans, as further provided herein. 


                    (b)
The following are the Inventory Reserves and Availability Reserves as of the
Closing Date: 


	
 

	
 


	
 

	
                    (i)
 Shrink (an Inventory Reserve): An amount equal to $1,900,000; 


	
 

	
 


	
 

	
                    (ii)
 Rent (an Availability Reserve): An amount equal to two (2) months’ rent for
 all of the Loan Parties’ leased locations in each Landlord Lien State, other
 than leased locations with respect to which the Collateral Agent has received
 a Collateral Access Agreement; and 


	
 

	
 


	
 

	
                    (iii)
 Customer Credit Liabilities (an Availability Reserve): An amount equal to (x)
 fifty percent (50%) of the Customer Credit Liabilities set forth in clause
 (a) of the 





-43-







	
 

	
 


	
 

	
definition
 thereof plus (y) one hundred percent (100%) of the Customer Credit
 Liabilities set forth in clause (b) of the definition thereof (in each case
 as reflected in the Loan Parties’ books and records). 





                    (c)
The Administrative Agent shall have the right, at any time and from time to
time after the Closing Date in its Permitted Discretion to establish, modify or
eliminate Reserves upon three (3) Business Days’ prior written notice to the
Borrower (during which period the Administrative Agent shall be available to
discuss in good faith any such proposed Reserve with the Borrower and the
Borrower may take such action as may be required so that the event, condition
or matter that is the basis for such Reserve or modification no longer exists);
provided that no such prior notice shall be required for (1) changes to
any Reserves resulting solely by virtue of mathematical calculations of the
amount of the Reserve in accordance with the methodology of calculation
previously utilized (such as, but not limited to, Rent and Customer Credit
Liabilities), or (2) changes to Reserves or establishment of additional
Reserves if a Material Adverse Effect has occurred or it would be reasonably
likely that a Material Adverse Effect to the Lenders would occur were such
Reserve not changed or established prior to the expiration of such three (3)
Business Day period. 


          2.02
Borrowings, Conversions and Continuations of Committed Loans.


                    (a)
Committed Loans (other than Swing Line Loans) shall be either Base Rate Loans or
LIBO Loans as the Borrower may request subject to and in accordance with this
Section 2.02. All Swing Line Loans shall be only Base Rate Loans. Subject to
the other provisions of this Section 2.02, Committed Borrowings of more than
one Type may be incurred at the same time. 


                    (b)
Each Committed Borrowing, each conversion of Committed Loans from one Type to
the other, and each continuation of LIBO Rate Loans shall be made upon the
Borrower’s irrevocable notice to the Administrative Agent, which may be given
by telephone. Each such notice must be received by the Administrative Agent not
later than 11:00 a.m. (i) three Business Days prior to the requested date of
any Borrowing of, conversion to or continuation of LIBO Rate Loans or of any conversion
of LIBO Rate Loans to Base Rate Loans, and (ii) on the requested date (which
shall be a Business Day) of any Borrowing of Base Rate Loans. Each telephonic
notice by the Borrower pursuant to this Section 2.02(b) must be confirmed
promptly by delivery to the Administrative Agent of a written Committed Loan
Notice, appropriately completed and signed by a Responsible Officer of the
Borrower. Each Borrowing of, conversion to or continuation of LIBO Rate Loans
shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000
in excess thereof. Each Committed Loan Notice (whether telephonic or written)
shall specify (i) whether the Borrower is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
LIBO Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued,
(iv) the Type of Committed Loans to be borrowed or to which existing Committed
Loans are to be converted, and (v) if applicable, the duration of the Interest
Period with respect thereto. If the Borrower fails to specify a Type of
Committed Loan in a Committed Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable
Committed Loans shall be made as, or converted to, Base Rate Loans. Any such
automatic conversion to Base Rate Loans shall be effective as of the last day
of the Interest Period then in effect with respect to the applicable LIBO Rate
Loans. If the Borrower requests a Borrowing of, conversion to, or continuation
of LIBO Rate Loans in any such Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month. Notwithstanding anything to the contrary herein, a Swing Line Loan may
not be converted to a LIBO Rate Loan. 


-44-







                    (c)
Following receipt of a Committed Loan Notice, the Administrative Agent shall
promptly notify each applicable Lender of the amount of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Borrower, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to
Base Rate Loans described in Section 2.02(b). In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent’s Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Borrowing is the initial
Credit Extension, Section 4.01), the Administrative Agent shall promptly make
all funds so received available to the Borrower in like funds (but in any event
shall use reasonable efforts to make such funds available by 4:00 p.m.) on the
day of receipt by the Administrative Agent either by (i) crediting the account
of the Borrower on the books of Bank of America with the amount of such funds
or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to the Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to
such Borrowing is given by the Borrower, there are L/C Borrowings outstanding,
then the proceeds of such Borrowing, first, shall be applied to the
payment in full of any such L/C Borrowings, and second, shall be made
available to the Borrower as provided above. 


                    (d)
In the event that the Borrower, after receipt of an invoice therefor, fails to
pay any interest, fee, service charge, expenses, or other payment to which any
Credit Party is entitled from the Loan Parties pursuant hereto or any other
Loan Document when due, the Administrative Agent, without the request of the
Borrower, may advance any such interest, fee, service charge, expenses, or
other payment to which any Credit Party is entitled from the Loan Parties
pursuant hereto or any other Loan Document and may charge the same to the Loan
Account notwithstanding that an Overadvance may result thereby. The Administrative
Agent shall advise the Borrower of any such advance or charge promptly after
the making thereof. Such action on the part of the Administrative Agent shall
not constitute a waiver of the Administrative Agent’s rights and the Borrower’s
obligations under Section 2.05(c). Any amount which is added to the principal
balance of the Loan Account as provided in this Section 2.02(d) shall bear
interest at the interest rate then and thereafter applicable to Base Rate
Loans. 


                    (e)
Except as otherwise provided herein, a LIBO Rate Loan may be continued or
converted only on the last day of an Interest Period for such LIBO Rate Loan.
During the existence of an Event of Default, no Loans may be requested as,
converted to or continued as LIBO Rate Loans without the Consent of the
Required Lenders. 


                    (f)
The Administrative Agent shall promptly notify the Borrower and the Lenders of
the interest rate applicable to any Interest Period for LIBO Rate Loans upon
determination of such interest rate. At any time that Base Rate Loans are
outstanding, the Administrative Agent shall notify the Borrower and the Lenders
of any change in Bank of America’s prime rate used in determining the Base Rate
promptly following the public announcement of such change. 


                    (g)
After giving effect to all Committed Borrowings, all conversions of Committed
Loans from one Type to the other, and all continuations of Committed Loans as
the same Type, there shall not be more than ten (10) Interest Periods in effect
with respect to LIBO Rate Loans. 


                    (h)
The Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer
shall have no obligation to make any Loan or to provide any Letter of Credit if
an Overadvance would result. The Administrative Agent may, in its discretion,
make Permitted Overadvances without the consent of the Lenders, the Swing Line
Lender and the L/C Issuer and each Lender shall be bound thereby. Any Permitted
Overadvance may, at the option of the Administrative Agent, constitute a Swing
Line Loan. A Permitted Overadvance is for the account of the Borrower and shall
constitute a Base Rate 


-45-







Loan and an
Obligation and shall be repaid by the Borrower in accordance with the
provisions of Section 2.05(c). The making of any such Permitted Overadvance on
any one occasion shall not obligate the Administrative Agent or any Lender to
make or permit any Permitted Overadvance on any other occasion or to permit
such Permitted Overadvances to remain outstanding. The making by the
Administrative Agent of a Permitted Overadvance shall not modify or abrogate
any of the provisions of Section 2.03 regarding the Lenders’ obligations to
purchase participations with respect to Letters of Credit or of Section 2.04
regarding the Lenders’ obligations to purchase participations with respect to
Swing Line Loans. The Administrative Agent shall have no liability for, and no
Loan Party or Credit Party shall have the right to, or shall, bring any claim
of any kind whatsoever against the Administrative Agent with respect to
“inadvertent Overadvances” (i.e. where an Overadvance results from changed
circumstances beyond the control of the Administrative Agent (such as a
reduction in the collateral value)) regardless of the amount of any such
Overadvance(s). 


          2.03
Letters of Credit.


                    (a)
The Letter of Credit Commitment. 


                              (i)
Subject to the terms and conditions set forth herein, (A) the L/C Issuer
agrees, in reliance upon the agreements of the Lenders set forth in this
Section 2.03, (1) from time to time on any Business Day during the period from
the Closing Date until and including the Letter of Credit Expiration Date, to
issue Letters of Credit for the account of the Borrower, and to amend or extend
Letters of Credit previously issued by it, in accordance with Section 2.03(b)
below, and (2) to honor drawings under the Letters of Credit; and (B) the
Lenders severally agree to participate in Letters of Credit issued for the account
of the Borrower and any drawings thereunder; provided that after giving
effect to any L/C Credit Extension with respect to any Letter of Credit, (w)
the Total Outstandings shall not exceed the Loan Cap, (x) the aggregate
Outstanding Amount of the Committed Loans of any Lender, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (y) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit, and (z) the Outstanding Amount of the L/C Obligations with respect to
Standby Letters of Credit shall not exceed the Standby Letter of Credit
Sublimit. Each request by the Borrower for the issuance or amendment of a
Letter of Credit shall be deemed to be a representation by the Borrower that
the L/C Credit Extension so requested complies with the conditions set forth in
the proviso to the preceding sentence. Within the foregoing limits, and subject
to the terms and conditions hereof, the Borrower’s ability to obtain Letters of
Credit shall be fully revolving, and accordingly the Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit that
have expired or that have been drawn upon and reimbursed. Any L/C Issuer (other
than Bank of America or any of its Affiliates) shall notify the Administrative
Agent in writing on each Business Day of all Letters of Credit issued on the
prior Business Day by such L/C Issuer, provided that (A) until the
Administrative Agent advises any such Issuing Bank that the provisions of
Section 4.02 are not satisfied, or (B) the aggregate amount of the Letters of
Credit issued in any such week exceeds such amount as shall be agreed by the
Administrative Agent and such L/C Issuer, such L/C Issuer shall be required to
so notify the Administrative Agent in writing only once each week of the
Letters of Credit issued by such L/C Issuer during the immediately preceding
week as well as the daily amounts outstanding for the prior week, such notice
to be furnished on such day of the week as the Administrative Agent and such
L/C Issuer may agree. 


 


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                              (ii)
The L/C Issuer shall not issue any Letter of Credit, if: 





	
 

	
 


	
 

	
                              (A)
 subject to Section 2.03(b)(iii), the expiry date of such requested Standby
 Letter of Credit would occur more than twelve months after the date of
 issuance or last extension; or 


	
 

	
 


	
 

	
                              (B)
 subject to Section 2.03(b)(iii), the expiry date of such requested Commercial
 Letter of Credit would occur more than 180 days after the date of issuance or
 last extension, unless the Required Lenders have approved such expiry date;
 or 


	
 

	
 


	
 

	
                              (C)
 the expiry date of such requested Letter of Credit would occur after the
 Letter of Credit Expiration Date, unless either such Letter of Credit is Cash
 Collateralized on or prior to the date of issuance of such Letter of Credit
 or all the Lenders have approved such expiry date. 





                              (iii)
The L/C Issuer shall not issue any Letter of Credit without the prior consent
of the Administrative Agent if: 


	
 

	
 


	
 

	
                          (A)
 any order, judgment or decree of any Governmental Authority or arbitrator
 shall by its terms purport to enjoin or restrain the L/C Issuer from issuing
 such Letter of Credit, or any Law applicable to the L/C Issuer or any request
 or directive (whether or not having the force of law) from any Governmental
 Authority with jurisdiction over the L/C Issuer shall prohibit, or request
 that the L/C Issuer refrain from, the issuance of letters of credit generally
 or such Letter of Credit in particular or shall impose upon the L/C Issuer
 with respect to such Letter of Credit any restriction, reserve or capital
 requirement (for which the L/C Issuer is not otherwise compensated hereunder)
 not in effect on the Closing Date, or shall impose upon the L/C Issuer any
 unreimbursed loss, cost or expense which was not applicable on the Closing
 Date and which the L/C Issuer in good faith deems material to it; 


	
 

	
 


	
 

	
                          (B)
 the issuance of such Letter of Credit would violate one or more policies of
 the L/C Issuer applicable to letters of credit generally; 


	
 

	
 


	
 

	
                          (C)
 such Letter of Credit is to be denominated in a currency other than Dollars; provided that if the L/C Issuer, in its discretion, issues a Letter of Credit
 denominated in a currency other than Dollars, all reimbursements by the
 Borrower of the honoring of any drawing under such Letter of Credit shall be
 paid in the currency in which such Letter of Credit was denominated; 


	
 

	
 


	
 

	
                          (D)
 such Letter of Credit contains any provisions for automatic reinstatement of
 the Stated Amount after any drawing thereunder; or 


	
 

	
 


	
 

	
                          (E)
 a default of any Lender’s obligations to fund under Section 2.03(c) exists or
 any Lender is at such time a Defaulting Lender or Deteriorating Lender
 hereunder, unless the L/C Issuer has entered into satisfactory arrangements
 with the Borrower or such Lender to eliminate the L/C Issuer’s risk with
 respect to such Lender. 





                              (iv)
The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not
be permitted at such time to issue such Letter of Credit in its amended form
under the terms hereof or if the beneficiary of such Letter of Credit does not
accept the proposed amendment to such Letter of Credit. 


                              (v)
The L/C Issuer shall act on behalf of the Lenders with respect to any Letters
of Credit issued by it and the documents associated therewith, and the L/C
Issuer shall have all of 


-47-







the benefits
and immunities (A) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in Article IX included the L/C
Issuer with respect to such acts or omissions, and (B) as additionally provided
herein with respect to the L/C Issuer. 


                    (b)
Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension
Letters of Credit. 


                              (i)
Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the Borrower.
Such Letter of Credit Application must be received by the L/C Issuer and the
Administrative Agent not later than 11:00 a.m. at least two (2) Business Days
(or such later date and time as the Administrative Agent and the L/C Issuer may
agree in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be. In the case of a
request for an initial issuance of a Letter of Credit, such Letter of Credit
Application shall specify in form and detail reasonably satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit (which
shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof;
(D) the name and address of the beneficiary thereof; (E) the documents to be
presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; and (G) such other customary matters as the L/C Issuer may
reasonably require. In the case of a request for an amendment of any outstanding
Letter of Credit, such Letter of Credit Application shall specify in form and
detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be
amended; (B) the proposed date of amendment thereof (which shall be a Business
Day); (C) the nature of the proposed amendment; and (D) such other customary
matters as the L/C Issuer may reasonably require. Additionally, the Borrower
shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit
issuance or amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may reasonably require. 


                              (ii)
Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof. Unless the L/C Issuer has received written notice
from any Lender, the Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained
in Article IV shall not then be satisfied, then, subject to the terms
and conditions hereof, the L/C Issuer shall, on the requested date, issue a
Letter of Credit for the account of the Borrower (or the applicable Loan Party)
or enter into the applicable amendment, as the case may be, in each case in
accordance with the L/C Issuer’s usual and customary business practices.
Immediately upon the issuance or amendment of each Letter of Credit, each
Lender shall be deemed to (without any further action), and hereby irrevocably
and unconditionally agrees to, purchase from the L/C Issuer, without recourse
or warranty, a risk participation in such Letter of Credit in an amount equal
to the product of such Lender’s Applicable Percentage times the Stated
Amount of such Letter of Credit. Upon any change in the Commitments under this
Agreement, it is hereby agreed that with respect to all L/C Obligations, there
shall be an automatic adjustment to the participations hereby created to
reflect the new Applicable Percentages of the assigning and assignee Lenders. 


                              (iii)
If the Borrower so requests in any applicable Letter of Credit Application, the
L/C Issuer shall, subject to the provisions of this Section 2.03, issue a
Standby Letter of 


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Credit that
has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit
must permit the L/C Issuer to prevent any such extension at least once in each
twelve-month period (commencing with the date of issuance of such Standby
Letter of Credit) by giving prior notice to the beneficiary thereof not later
than a day (the “Non-Extension Notice Date”) in each such twelve-month
period to be agreed upon at the time such Standby Letter of Credit is issued.
Unless otherwise directed by the L/C Issuer, the Borrower shall not be required
to make a specific request to the L/C Issuer for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to
have authorized (but may not require) the L/C Issuer to permit the extension of
such Standby Letter of Credit at any time to an expiry date not later than the
Letter of Credit Expiration Date; provided, however, that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation, at such time to
issue such Standby Letter of Credit in its revised form (as extended) under the
terms hereof (by reason of the provisions of clause (ii) or (iii) of Section
2.03(a) or otherwise), or (B) it has received notice (which may be by telephone
or in writing) on or before the day that is five Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Lender or the Borrower that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied, and in
each such case directing the L/C Issuer not to permit such extension. 


                              (iv)
Promptly after its delivery of any Letter of Credit or any amendment to a
Letter of Credit to an advising bank with respect thereto or to the beneficiary
thereof, the L/C Issuer will also deliver to the Borrower and the
Administrative Agent a true and complete copy of such Letter of Credit or
amendment. 


                    (c)
Drawings and Reimbursements; Funding of Participations. 


                              (i)
   Upon receipt from the
beneficiary of any Letter of Credit of any notice of a drawing under such
Letter of Credit, the L/C Issuer shall notify the Borrower and the
Administrative Agent thereof; provided, however, that any failure
to give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the L/C Issuer and the Lenders with respect to any such
payment. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer
under a Letter of Credit (each such date, an “Honor Date”), the Borrower
shall reimburse the L/C Issuer through the Administrative Agent in an amount
equal to the amount of such drawing. If the Borrower fails to so reimburse the
L/C Issuer by such time, the Administrative Agent shall promptly notify each
Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Lender’s Applicable Percentage thereof. In
such event, the Borrower shall be deemed to have requested a Committed
Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples
specified in Section 2.02 for the principal amount of Base Rate Loans, but
subject to the amount of the unutilized portion of the Aggregate Commitments
and the conditions set forth in Section 4.02 (other than the delivery of a
Committed Loan Notice). Any notice given by the L/C Issuer or the
Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone
if immediately confirmed in writing; provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding effect of
such notice. 


                              (ii)
  Each Lender shall upon any
notice pursuant to Section 2.03(c)(i) make funds available to the
Administrative Agent for the account of the L/C Issuer at the Administrative
Agent’s Office in an amount equal to its Applicable Percentage of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in
such notice by the Administrative Agent, whereupon, subject to the provisions
of Section 2.03(c)(iii), each Lender that so makes funds available shall be 


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deemed to have
made a Base Rate Loan to the Borrower in such amount. The Administrative Agent
shall remit the funds so received to the L/C Issuer. 


                              (iii)
With respect to any Unreimbursed Amount that is not fully refinanced by a
Committed Borrowing of Base Rate Loans because the conditions set forth in Section
4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed
to have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
Default Rate. In such event, each Lender’s payment to the Administrative Agent
for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be
deemed payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section 2.03. 


                              (iv)
Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any
Letter of Credit, interest in respect of such Lender’s Applicable Percentage of
such amount shall be solely for the account of the L/C Issuer. 



                              (v)
Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse
the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by
this Section 2.03(c), shall be absolute and unconditional and shall not be
affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the L/C
Issuer, the Borrower or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however,
that each Lender’s obligation to make Committed Loans pursuant to this Section
2.03(c) is subject to the conditions set forth in Section 4.02 (other than
delivery by the Borrower of a Committed Loan Notice). No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Borrower to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
under any Letter of Credit, together with interest as provided herein.  


                              (vi)
If any Lender fails to make available to the Administrative Agent for the
account of the L/C Issuer any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.03(c) by the time
specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover
from such Lender (acting through the Administrative Agent), on demand, such
amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the L/C
Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a
rate determined by the L/C Issuer in accordance with banking industry rules on
interbank compensation plus any administrative, processing or similar fees
customarily charged by the L/C Issuer in connection with the foregoing. If such
Lender pays such amount (with interest and fees as aforesaid), the amount so
paid shall constitute such Lender’s Committed Loan included in the relevant
Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as
the case may be. A certificate of the L/C Issuer submitted to any Lender
(through the Administrative Agent) with respect to any amounts owing under this
clause (vi) shall be conclusive absent manifest error. 


                    (d)
Repayment of Participations. 


                              (i)
At any time after the L/C Issuer has made a payment under any Letter of Credit
and has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.03(c), if the Administrative Agent
receives for the account of the L/C Issuer any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the
Borrower or otherwise, including proceeds of Cash Collateral applied thereto by
the Administrative 


-50-







Agent), the
Administrative Agent will distribute to such Lender its Applicable Percentage
thereof (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender’s L/C Advance was outstanding) in
the same funds as those received by the Administrative Agent. 


                              (ii)
If any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of
the circumstances described in Section 10.05 (including pursuant to any
settlement entered into by the L/C Issuer in its discretion), each Lender shall
pay to the Administrative Agent for the account of the L/C Issuer its
Applicable Percentage thereof on demand of the Administrative Agent, plus
interest thereon from the date of such demand to the date such amount is returned
by such Lender, at a rate per annum equal to the Federal Funds Rate from time
to time in effect. The obligations of the Lenders under this clause shall
survive the payment in full of the Obligations and the termination of this
Agreement. 


                    (e)
Obligations Absolute. The obligation of the Borrower to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all
circumstances, including the following: 


                              (i)
any lack of validity or enforceability of such Letter of Credit, this Agreement,
or any other Loan Document; 


                              (ii)
the existence of any claim, counterclaim, setoff, defense or other right that
the Borrower or any Subsidiary may have at any time against any beneficiary or
any transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction; 


                              (iii)
any draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit; 


                              (iv)
any payment by the L/C Issuer under such Letter of Credit against presentation
of a draft or certificate that does not strictly comply with the terms of such
Letter of Credit; or any payment made by the L/C Issuer under such Letter of
Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law; 


                              (v)
any other circumstance or happening whatsoever, whether or not similar to any
of the foregoing, including any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Borrower or any of
its Subsidiaries; or 


                              (vi)
the fact that any Event of Default shall have occurred and be continuing. 


          The Borrower
shall promptly examine a copy of each Letter of Credit and each amendment
thereto that is delivered to it and, in the event of any claim of noncompliance
with the Borrower’s instructions or other irregularity, the Borrower will
promptly notify the L/C Issuer. The Borrower shall be conclusively deemed to
have waived any such claim against the L/C Issuer and its correspondents unless
such notice is given as aforesaid. 


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                    (f)
Role of L/C Issuer. Each Lender and the Borrower agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; (iii) any error, omission, interruption, loss or delay
in transmission or delivery of any draft, notice or other communication under
or relating to any Letter of Credit or any error in interpretation of technical
terms; or (iv) the due execution, effectiveness, validity or enforceability of
any document or instrument related to any Letter of Credit or Issuer Document.
The Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not,
preclude the Borrower’s pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable or responsible for any of the matters described in clauses (i)
through (v) of Section 2.03(e); provided, however, that anything
in such clauses to the contrary notwithstanding, the Borrower may have a claim
against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to
the extent, but only to the extent, of any direct, as opposed to consequential
or exemplary, damages suffered by the Borrower which the Borrower proves were
caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C
Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary (or
the L/C Issuer may refuse to accept and make payment upon such documents if
such documents are not in strict compliance with the terms of such Letter of
Credit), and the L/C Issuer shall not be responsible for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason. 


                    (g)
Cash Collateral. Upon the written request of the Administrative Agent,
if, as of the Letter of Credit Expiration Date, any L/C Obligation for any
reason remains outstanding, the Borrower shall, in each case, within one
Business Day after such request, Cash Collateralize the then Outstanding Amount
of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional
requirements to deliver Cash Collateral hereunder. For purposes of this Section
2.03, Section 2.05 and Section 8.02(c), “Cash Collateralize” means to
pledge and deposit with or deliver to the Administrative Agent, for the benefit
of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash
or deposit account balances in an amount equal to 103% of the Outstanding
Amount of all L/C Obligations, pursuant to documentation in form and substance
reasonably satisfactory to the Administrative Agent and the L/C Issuer (which
documents are hereby Consented to by the Lenders). Derivatives of such term
have corresponding meanings. The Borrower hereby grants to the Collateral Agent
a security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America, except that
Permitted Investments of the type listed in clauses (a) through (f) of the
definition thereof may be made at the request of the Borrower at the option and
in the sole discretion of the Collateral Agent (and at the Borrower’s risk and
expense); interest or profits, if any, on such investments shall accumulate in
such account. If at any time the Administrative Agent reasonably determines
that any funds held as Cash Collateral are subject to any right or claim of any
Person other than the Administrative Agent or that the total amount of such
funds is less than the aggregate Outstanding Amount of all L/C Obligations, the



-52-







Borrower will,
forthwith upon demand by the Administrative Agent, pay to the Administrative
Agent, as additional funds to be deposited as Cash Collateral, an amount equal
to the excess of (x) such aggregate Outstanding Amount over (y) the total
amount of funds, if any, then held as Cash Collateral that the Administrative
Agent reasonably determines to be free and clear of any such right and claim.
Upon the drawing of any Letter of Credit for which funds are on deposit as Cash
Collateral, such funds shall be applied, to the extent permitted under
applicable Laws, to reimburse the L/C Issuer and, to the extent not so applied,
shall thereafter be applied to satisfy other Obligations and Other Liabilities.



                    (h)
Applicability of ISP and UCP. Unless otherwise expressly agreed by the
L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of
the ISP shall apply to each Standby Letter of Credit, 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 Letter of Credit. 


                    (i)
Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each
Letter of Credit equal to the Applicable Rate times the daily Stated
Amount under each such Letter of Credit. For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of
the Letter of Credit shall be determined in accordance with Section 1.06.
Letter of Credit Fees shall be (i) due and payable on the fifteenth day after
the end of each March, June, September and December, commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter
of Credit Expiration Date and thereafter on demand, and (ii) computed on a
quarterly basis in arrears. If there is any change in the Applicable Rate
during any quarter, the daily amount available to be drawn under of each Letter
of Credit shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in effect.
Notwithstanding anything to the contrary contained herein, while any Event of
Default exists, Letter of Credit Fees shall accrue at the Default Rate as
provided in Section 2.12(b) hereof. 


                    (j)
Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.
The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee (i) with respect to each Commercial Letter of Credit, at a rate
equal to 0.125% per annum, computed on the amount of such Letter of Credit, and
payable upon the issuance or amendment thereof, and (ii) with respect to each
Standby Letter of Credit, at a rate equal to 0.125% per annum, computed on the
daily amount available to be drawn under such Letter of Credit and on a
quarterly basis in arrears. Such fronting fees shall be due and payable on the
tenth Business Day after the end of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, on the Letter of Credit Expiration Date and thereafter on demand.
For purposes of computing the daily amount available to be drawn under any Letter
of Credit, the amount of the Letter of Credit shall be determined in accordance
with Section 1.06. In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand (accompanied
by an invoice therefor) and are nonrefundable. 


                    (k)
Conflict with Issuer Documents. In the event of any conflict between the
terms hereof and the terms of any Issuer Document, the terms hereof shall
control. 


          2.04
Swing Line Loans.


                    (a)
The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.04, to 


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make loans
(each such loan, a “Swing Line Loan”) to the Borrower from time to time
on any Business Day during the Availability Period in an aggregate amount not
to exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the
Applicable Percentage of the Outstanding Amount of Committed Loans and L/C
Obligations of the Lender acting as Swing Line Lender, may exceed the amount of
such Lender’s Commitment; provided, however, that after giving
effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the
Loan Cap, and (ii) the aggregate Outstanding Amount of the Committed Loans of
any Lender at such time, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all L/C Obligations at such time, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans at such time shall not exceed such Lender’s Commitment, and provided,
further, that the Borrower shall not use the proceeds of any Swing Line
Loan to refinance any outstanding Swing Line Loan, and provided further that
the Swing Line Lender shall not be obligated to make any Swing Line Loan at any
time when any Lender is at such time a Defaulting Lender or Deteriorating
Lender hereunder, unless the Swing Line Lender has entered into satisfactory
arrangements with the Borrower or such Lender to eliminate the Swing Line
Lender’s risk with respect to such Lender. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.04, prepay under Section 2.05, and reborrow under this Section
2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base
Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender’s Applicable Percentage times the amount of
such Swing Line Loan. The Swing Line Lender shall have all of the benefits and
immunities (A) provided to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the Swing Line Lender in
connection with Swing Line Loans made by it or proposed to be made by it as if
the term “Administrative Agent” as used in Article IX included the Swing
Line Lender with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the Swing Line Lender. 


                    (b)
Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower’s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by
the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on
the requested borrowing date, and shall specify (i) the amount to be borrowed,
which shall be a minimum of $100,000, and (ii) the requested borrowing date,
which shall be a Business Day. Each such telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a
written Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent at the
request of the Required Lenders prior to 2:00 p.m. on the date of the proposed
Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing
Line Loan as a result of the limitations set forth in the proviso to the first
sentence of Section 2.04(a), or (B) that one or more of the applicable
conditions specified in Article IV is not then satisfied, then, subject
to the terms and conditions hereof, the Swing Line Lender may, not later than
3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Borrower at its office by
crediting the account of the Borrower on the books of the Swing Line Lender in
immediately available funds. 


 


-54-







                    (c)
Refinancing of Swing Line Loans. 




                              (i)
The Swing Line Lender at any time in its sole and absolute discretion may
request, on behalf of the Borrower (which hereby irrevocably authorize the
Swing Line Lender to so request on their behalf), that each Lender make a Base
Rate Loan in an amount equal to such Lender’s Applicable Percentage of the
amount of Swing Line Loans then outstanding. Such request shall be made in
writing (which written request shall be deemed to be a Committed Loan Notice
for purposes hereof) and in accordance with the requirements of Section 2.02,
without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the
Aggregate Commitments and the conditions set forth in Section 4.02. The Swing
Line Lender shall furnish the Borrower with a copy of the applicable Committed
Loan Notice promptly after delivering such notice to the Administrative Agent.
Each Lender shall make an amount equal to its Applicable Percentage of the
amount specified in such Committed Loan Notice available to the Administrative
Agent in immediately available funds for the account of the Swing Line Lender
at the Administrative Agent’s Office not later than 1:00 p.m. on the day
specified in such Committed Loan Notice, whereupon, subject to Section
2.04(c)(ii), each Lender that so makes funds available shall be deemed to have
made a Base Rate Loan to the Borrower in such amount. The Administrative Agent
shall remit the funds so received to the Swing Line Lender. 


                              (ii)
If for any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate
Loans submitted by the Swing Line Lender as set forth herein shall be deemed to
be a request by the Swing Line Lender that each of the Lenders fund its risk
participation in the relevant Swing Line Loan and each Lender’s payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such participation. 


                              (iii)
If any Lender fails to make available to the Administrative Agent for the
account of the Swing Line Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.04(c) by the time
specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to
recover from such Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to the Swing Line
Lender at a rate per annum equal to the greater of the Federal Funds Rate and a
rate determined by the Swing Line Lender in accordance with banking industry
rules on interbank compensation plus any administrative, processing or similar
fees customarily charged by the Swing Line Lender in connection with the
foregoing. If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender’s Committed Loan
included in the relevant Committed Borrowing or funded participation in the
relevant Swing Line Loan, as the case may be. A certificate of the Swing Line
Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be conclusive absent
manifest error. 


                              (iv)
Each Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall be
absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the Swing Line Lender, the Borrower or any
other Person for any reason whatsoever, (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section 4.02. No such funding of risk
participations shall relieve or otherwise impair the obligation of the Borrower
to repay Swing Line Loans, together with interest as provided herein. 


 


-55-








                    (d)
Repayment of Participations. 




                              (i)
At any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of
such Swing Line Loan, the Swing Line Lender will distribute to such Lender its
Applicable Percentage of such payment (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender’s
risk participation was funded) in the same funds as those received by the Swing
Line Lender. 


                              (ii)
If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 10.05 (including
pursuant to any settlement entered into by the Swing Line Lender in its
discretion), each Lender shall pay to the Swing Line Lender its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate. The Administrative Agent will make such
demand upon the request of the Swing Line Lender. The obligations of the
Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement. 


                              (e)
Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrower for interest on the Swing Line Loans.
Until each Lender funds its Base Rate Loan or risk participation pursuant to
this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing
Line Loan, interest in respect of such Applicable Percentage shall be solely
for the account of the Swing Line Lender. 


                              (f)
Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender. 


          2.05
Prepayments.


                    (a)
The Borrower may, upon notice to the Administrative Agent, at any time or from
time to time voluntarily prepay Committed Loans in whole or in part without
premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 11:00 a.m. (A) two (2) Business Days
prior to any date of prepayment of LIBO Rate Loans and (B) on the date of
prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be
in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess
thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in
each case, if less, the entire principal amount thereof then outstanding. Each
such notice shall specify the date and amount of such prepayment and the
Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s)
of such Loans. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender’s Applicable
Percentage of such prepayment. If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment
of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section
3.05. Each such prepayment shall be applied to the Committed Loans of the
Lenders in accordance with their respective Applicable Percentages. 


                    (b)
The Borrower may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment,
and (ii) any such prepayment shall be in a minimum principal amount of
$100,000. Each such notice shall specify the 


-56-







date and
amount of such prepayment. If such notice is given by the Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. 


                    (c)
If for any reason the Total Outstandings at any time exceed the Loan Cap, as
then in effect, the Borrower shall immediately prepay Loans, Swing Line Loans
and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than
L/C Borrowings) in an aggregate amount equal to such excess; provided, however,
that the Borrower shall not be required to Cash Collateralize the L/C
Obligations pursuant to this Section 2.05(c) unless after the prepayment in
full of the Loans the Total Outstandings exceed Loan Cap. 


                    (d)
The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations
in accordance with the provisions of Section 6.13 hereof. 


                    (e)
If any transaction constituting a Prepayment Event is consummated at any time
while Availability is less than $50,000,000 after giving effect to such
transaction, the Borrower shall prepay the Loans and Cash Collateralize the L/C
Obligations in an amount equal to the Net Proceeds received by a Loan Party on
account of such Prepayment Event, irrespective of whether a Triggering Event
then exists and is continuing. 


                    (f)
Prepayments made pursuant to Section 2.05(c), (d) and (e) above, first,
shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second,
shall be applied ratably to the outstanding Committed Loans, third,
shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth,
the amount remaining, if any, after the prepayment in full of all L/C
Borrowings, Swing Line Loans and Committed Loans outstanding at such time and
the Cash Collateralization of the remaining L/C Obligations in full may be
retained by the Borrower for use in the ordinary course of its business. Upon
the drawing of any Letter of Credit that has been Cash Collateralized, the
funds held as Cash Collateral shall be applied (without any further action by
or notice to or from the Borrower or any other Loan Party) to reimburse the L/C
Issuer or the Lenders, as applicable. 


                    (g)
Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate
Commitments hereunder. 


	
 

	
 


	
 

	
2.06 Termination or Reduction of Commitments. The
 Borrower may, upon irrevocable notice to the Administrative Agent, terminate
 the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line
 Sublimit or from time to time permanently reduce the Aggregate Commitments,
 the Letter of Credit Sublimit or the Swing Line Sublimit; provided
 that (i) any such notice shall be received by the Administrative Agent not
 later than 11:00 a.m. three (3) Business Days prior to the date of termination
 or reduction, (ii) any such partial reduction shall be in an aggregate amount
 of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii)
 the Borrower shall not terminate or reduce (A) the Aggregate Commitments if,
 after giving effect thereto and to any concurrent prepayments hereunder, the
 Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of
 Credit Sublimit if, after giving effect thereto, the Outstanding Amount of
 L/C Obligations not fully Cash Collateralized hereunder would exceed the
 Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving
 effect thereto, and to any concurrent payments hereunder, the Outstanding
 Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. 


	
 

	
 


	
 

	
          (b)
 If, after giving effect to any reduction of the Aggregate Commitments, the
 Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of
 the Aggregate 





-57-







	
 

	
 


	
 

	
Commitments,
 such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically
 reduced by the amount of such excess. 


	
 

	
 


	
 

	
          (c)
 The Administrative Agent will promptly notify the Lenders of any termination
 or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the
 Aggregate Commitments under this Section 2.06. Upon any reduction of the
 Aggregate Commitments, the Commitment of each Lender shall be reduced by such
 Lender’s Applicable Percentage of such reduction amount. All fees (including,
 without limitation, commitment fees and Letter of Credit Fees) and interest
 in respect of the Aggregate Commitments accrued until the effective date of
 any termination of the Aggregate Commitments shall be paid on the effective
 date of such termination. 


	
 

	
 


	
 

	
2.07 Repayment of Loans.





                              (a)
The Borrower shall repay to the Lenders on the Termination Date the aggregate
principal amount of Committed Loans outstanding on such date. 


                              (b)
To the extent not previously paid, the Borrower shall repay the outstanding
balance of the Swing Line Loans on the Termination Date. 


                              (c)
On the Termination Date, the Borrower shall Cash Collateralize the L/C
Obligations outstanding as of such date in accordance with the terms hereof. 


          2.08
Interest.


                    (a)
Subject to the provisions of Section 2.08(b) below, (i) each LIBO Rate Loan
shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the LIBO Rate for such Interest
Period plus the Applicable Margin; (ii) each Base Rate Loan shall bear
interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Margin; and (iii) each Swing Line Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Margin. 


                    (b)
(i) If any amount payable under any Loan Document is not paid when due (after
giving effect to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws for so long as such Event of
Default is continuing. 


                              (ii)
  If any other Event of Default
exists, then the Administrative Agent may, and upon the request of the Required
Lenders shall, notify the Borrower that all outstanding Obligations shall
thereafter bear interest at a fluctuating interest rate per annum at all times
while such Event of Default is continuing equal to the Default Rate and
thereafter such Obligations shall bear interest at the Default Rate to the
fullest extent permitted by applicable Laws. 


                              (iii)
Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand. 


                    (c)
Interest on each Loan shall be due and payable in arrears on each Interest
Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms
hereof before and after judgment, and before and after the commencement of any
proceeding under any Debtor Relief Law. 


-58-







          2.09
Fees. In addition to certain fees described in
subsections (i) and (j) of Section 2.03: 


                    (a) Commitment Fee.
The Borrower shall pay to the Administrative Agent for the account of each
Lender in accordance with its Applicable Percentage, a commitment fee equal to
the Applicable Commitment Fee Percentage times the actual daily amount by which
the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Loans
(but excluding the principal amount of Swing Line Loans then outstanding) and
(ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue
at all times during the Availability Period, including at any time during which
one or more of the conditions in Article IV is not met, and shall be due
and payable quarterly in arrears on the fifteenth day after the end of each
March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the last day of the Availability Period.
The commitment fee shall be calculated quarterly in arrears, and if there is
any change in the Applicable Commitment Fee Percentage during any quarter, the
actual daily amount shall be computed and multiplied by the Applicable
Commitment Fee Percentage separately for each period during such quarter that
such Applicable Commitment Fee Percentage was in effect. Notwithstanding the
foregoing, in calculating the Commitment Fee payable to any Lender which is
also the Swing Line Lender, the principal amount of Swing Line Loans
outstanding shall be included in the calculation of the Outstanding Amount of
Loans of such Lender. 


                    (b)
Other Fees. The Borrower shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter. Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever. 


          2.10
Computation of Interest and Fees. All computations of
interest for Base Rate Loans when the Base Rate is determined by Bank of
America’s “prime rate” 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). Interest shall accrue on each Loan
for the day on which the Loan is made, and shall not accrue on a Loan, or any
portion thereof, for the day on which the Loan or such portion is paid, provided
that any Loan that is repaid on the same day on which it is made shall, subject
to Section 2.12(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error. 


          2.11
Evidence of Debt. 


                    (a)
The Credit Extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by the Administrative Agent (the “Loan
Account”) in the ordinary course of business. In addition, each Lender may
record in such Lender’s internal records, an appropriate notation evidencing
the date and amount of each Loan from such Lender, each payment and prepayment
of principal of any such Loan, and each payment of interest, fees and other
amounts due in connection with the Obligations and Other Liabilities due to
such Lender. The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the amount of the
Credit Extensions made by the Lenders to the Borrower and the interest and
payments thereon. Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrower hereunder to
pay any amount owing with respect to the Obligations and Other Liabilities. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall
control in the absence of manifest error. Upon the request of any Lender made
through the Administrative Agent, the Borrower shall execute and deliver to
such Lender (through the Administrative Agent) a Note, which shall evidence
such Lender’s Loans in addition to such accounts 


-59-







or records.
Each Lender may attach schedules to its Note and endorse thereon the date, Type
(if applicable), amount and maturity of its Loans and payments with respect
thereto. Upon receipt of an affidavit of a Lender as to the loss, theft,
destruction or mutilation of such Lender’s Note and upon cancellation of such
Note, the Borrower will issue, in lieu thereof, a replacement Note in favor of
such Lender, in the same principal amount thereof and otherwise of like tenor. 


                    (b)
In addition to the accounts and records referred to in Section 2.11(a), each
Lender and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit and Swing Line Loans. In the event of
any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error. 


          2.12
Payments Generally; Administrative Agent’s Clawback.


                    (a)
General. All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent’s
Office in Dollars and in immediately available funds not later than 2:00 p.m.
on the date specified herein. The Administrative Agent will promptly distribute
to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such
Lender’s Lending Office. All payments received by the Administrative Agent
after 2:00 p.m. shall, at the option of the Administrative Agent, be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue until such next succeeding Business Day. If any
payment (other than with respect to payment of a LIBO Rate Loan) to be made by
the Borrower shall come due on a day other than a Business Day, payment shall
be made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be. 


                    (b)
(i) Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of LIBO Rate Loans (or in the case of any
Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such
Borrowing) that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with
Section 2.02 (or in the case of a Borrowing of Base Rate Loans, that such
Lender has made such share available in accordance with and at the time
required by Section 2.02) and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount. In such event, if a Lender
has not in fact made its share of the applicable Committed Borrowing available
to the Administrative Agent, then the applicable Lender (on demand) and the
Borrower (within two Business Days after demand) severally agree to pay to the
Administrative Agent forthwith such corresponding amount in immediately
available funds with interest thereon, for each day from and including the date
such amount is made available to the Borrower to but excluding the date of
payment to the Administrative Agent, at (A) in the case of a payment to be made
by such Lender, the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank
compensation plus any administrative processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing, and (B)
in the case of a payment to be made by the Borrower, the interest rate
applicable to Base Rate Loans. If the Borrower and such Lender shall pay such
interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrower the amount of such
interest paid by the Borrower for such period. If such Lender pays its share of
the applicable Committed Borrowing to 


-60-







the Administrative
Agent, then the amount so paid shall constitute such Lender’s Committed Loan
included in such Committed Borrowing. Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have against a Lender that
shall have failed to make such payment to the Administrative Agent. 


                              (ii)
Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Borrower prior to the
time at which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the L/C Issuer, as the case may be,
the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the L/C Issuer, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the L/C Issuer, in immediately available funds
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation. 


          A
notice of the Administrative Agent to any Lender or the Borrower with respect
to any amount owing under this subsection (b) shall be conclusive, absent
manifest error. 


                    (c)
Failure to Satisfy Conditions Precedent. If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender as
provided in the foregoing provisions of this Article II, and such funds are not
made available to the Borrower by the Administrative Agent because the
conditions to the applicable Credit Extension set forth in Article IV
are not satisfied or waived in accordance with the terms hereof (subject to the
provisions of the last paragraph of Section 4.02 hereof), the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest. 


                    (d)
Obligations of Lenders Several. The obligations of the Lenders hereunder
to make Committed Loans, to fund participations in Letters of Credit and Swing
Line Loans and to make payments pursuant to Section 10.04(c) are several and
not joint. The failure of any Lender to make any Committed Loan, to fund any
such participation or to make any payment under Section 10.04(c) on any date
required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Committed Loan, to purchase its
participation or to make its payment under Section 10.04(c). 


                    (e)
Funding Source. Nothing herein shall be deemed to obligate any Lender to
obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner. 


          2.13
Sharing of Payments by Lenders. If any Credit Party
shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of any principal of, interest on, or other amounts with
respect to, any of the Obligations resulting in such Lender’s receiving payment
of a proportion of the aggregate amount of such Obligations greater than its pro
rata share thereof as provided herein (including as in contravention of the
priorities of payment set forth in Section 8.03), then the Credit Party
receiving such greater proportion shall (a) notify the Administrative Agent of
such fact, and (b) purchase (for cash at face value) participations in the
Obligations of the other Credit Parties, or make such other adjustments as
shall be equitable, so that the benefit of all such payments shall be shared by
the Credit Parties ratably and in the priorities set forth in Section 8.03, provided
that: 


-61-







	
 

	
 


	
 

	
          (i)
 if any such participations or subparticipations are purchased and all or any
 portion of the payment giving rise thereto is recovered, such participations
 or subparticipations shall be rescinded and the purchase price restored to
 the extent of such recovery, without interest; and 


	
 

	
 


	
 

	
          (ii)
 the provisions of this Section shall not be construed to apply to (x) any
 payment made by the Loan Parties pursuant to and in accordance with the
 express terms of this Agreement or (y) any payment obtained by a Lender as
 consideration for the assignment of or sale of a participation in any of its
 Committed Loans or subparticipations in L/C Obligations or Swing Line Loans
 to any assignee or participant, other than to the Borrower or any Subsidiary
 thereof (as to which the provisions of this Section shall apply). 





          Each
Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation. 


          2.14
Settlement Amongst Lenders. 


	
 

	
 


	
 

	
          (a)
 The amount of each Lender’s Applicable Percentage of outstanding Loans
 (including outstanding Swing Line Loans, shall be computed weekly (or more
 frequently in the Administrative Agent’s discretion) and shall be adjusted
 upward or downward based on all Loans (including Swing Line Loans) and
 repayments of Loans (including Swingline Loans) received by the
 Administrative Agent as of 3:00 p.m. on the first Business Day (such date,
 the “Settlement Date”) following the end of the period specified by
 the Administrative Agent. 


	
 

	
 


	
 

	
          (b)
 The Administrative Agent shall deliver to each of the Lenders promptly after
 a Settlement Date a summary statement of the amount of outstanding Committed
 Loans and Swing Line Loans for the period and the amount of repayments
 received for the period. As reflected on the summary statement, (i) the
 Administrative Agent shall transfer to each Lender its Applicable Percentage
 of repayments, and (ii) each Lender shall transfer to the Administrative
 Agent (as provided below) or the Administrative Agent shall transfer to each
 Lender, such amounts as are necessary to insure that, after giving effect to
 all such transfers, the amount of Committed Loans made by each Lender shall
 be equal to such Lender’s Applicable Percentage of all Committed Loans
 outstanding as of such Settlement Date. If the summary statement requires
 transfers to be made to the Administrative Agent by the Lenders and is
 received prior to 1:00 p.m. on a Business Day, such transfers shall be made
 in immediately available funds no later than 3:00 p.m. that day; and, if
 received after 1:00 p.m., then no later than 3:00 p.m. on the next Business
 Day. The obligation of each Lender to transfer such funds is irrevocable,
 unconditional and without recourse to or warranty by the Administrative Agent.
 If and to the extent any Lender shall not have so made its transfer to the
 Administrative Agent, such Lender agrees to pay to the Administrative Agent,
 forthwith on demand such amount, together with interest thereon, for each day
 from such date until the date such amount is paid to the Administrative
 Agent, equal to the greater of the Federal Funds Rate and a rate determined
 by the Administrative Agent in accordance with banking industry rules on
 interbank compensation plus any administrative, processing, or similar fees
 customarily charged by the Administrative Agent in connection with the
 foregoing. 





-62-







          2.15
Increase in Commitments. 


                    
(a) Request for Increase. Provided no Default or Event of Default then
exists or would arise therefrom, upon notice to the Administrative Agent (which
shall promptly notify the Lenders), the Borrower may from time to time, request
an increase in the Aggregate Commitments by an amount (for all such requests)
not exceeding $100,000,000; provided that (i) any such request for an
increase shall be in a minimum amount of $15,000,000, (ii) the Borrower may
make a maximum of four such requests, and (iii) such increase shall be on the
same terms as those set forth in this Agreement. At the time of sending such
notice, the Borrower (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of
such notice to the Lenders). 


                    (b)
Lender Elections to Increase. Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater
than, or less than its Applicable Percentage of such requested increase. Any
Lender not responding within such time period shall be deemed to have declined
to increase its Commitment. 


                    (c)
Notification by Administrative Agent; Additional Lenders. The
Administrative Agent shall promptly notify the Borrower and each Lender of the
Lenders’ responses to each request made hereunder. To achieve the full amount
of a requested increase and subject to the approval of the Administrative
Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be
unreasonably withheld), to the extent that the existing Lenders decline to
increase their Commitments, or decline to increase their Commitments to the
amount requested by the Borrower, the Administrative Agent, in consultation
with the Borrower, will provide the consenting Lenders with an opportunity to
further increase their Commitments in the amount equal to the total amount
requested by the Borrower and will use its reasonable efforts to arrange for
other Eligible Assignees to become a Lender hereunder and to issue commitments
in an amount equal to the amount of the increase in the Aggregate Commitments
requested by the Borrower and not accepted by the existing Lenders (and the
Borrower may also invite additional Eligible Assignees to become Lenders) (such
Lenders which increase their Commitments and such additional Lenders, the “Additional
Commitment Lenders”), provided, however,
that without the consent of the Administrative Agent, at no time shall the
Commitment of any Additional Commitment Lender be less than $5,000,000. 


                    (d)
Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent, in
consultation with the Borrower, shall determine the effective date (the “Increase
Effective Date”) and the final allocation of such increase. The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date and on the
Increase Effective Date (i) the Aggregate Commitments under, and for all
purposes of, this Agreement shall be increased by the aggregate amount of such
Commitment Increases, and (ii) Schedule 2.01 shall be deemed modified,
without further action, to reflect the revised Commitments and Applicable
Percentages of the Lenders. 


                    (e)
Conditions to Effectiveness of Increase. As a condition precedent to
such increase, (i) the Borrower shall deliver to the Administrative Agent a
certificate of each Loan Party dated as of the Increase Effective Date signed
by a Responsible Officer of such Loan Party (A) certifying and attaching the
resolutions adopted by such Loan Party approving or consenting to such
increase, and (B) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (1) the representations and warranties
contained in Article V and the other Loan Documents are true and correct
on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and except that for
purposes of this Section 2.15, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to 


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clauses (a)
and (b), respectively, of Section 6.01, (ii) the Borrower, the Administrative
Agent, and any Additional Commitment Lender shall have executed and delivered a
Joinder Agreement; (iii) the Borrower shall have paid such fees and other
compensation to the Additional Commitment Lenders as the Borrower and such
Additional Commitment Lenders shall agree; (iv) the Borrower shall have paid
such arrangement fees to the Administrative Agent as the Borrower and the
Administrative Agent may agree; (v) the Borrower and the Additional Commitment
Lender shall have delivered such other instruments, documents and agreements as
the Administrative Agent may reasonably have requested; and (vi) no Default
exists. The Borrower shall prepay any Committed Loans outstanding on the
Increase Effective Date (and pay any additional amounts required pursuant to
Section 3.05) to the extent necessary to keep the outstanding Committed Loans
ratable with any revised Applicable Percentages arising from any nonratable
increase in the Commitments under this Section. 


                    (f)
Conflicting Provisions. This Section shall supersede any provisions in
Sections 2.13 or 10.01 to the contrary. 



ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY


          3.01
Taxes. 


                    (a)
Payments Free of Taxes. Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without reduction or withholding for any Indemnified
Taxes or Other Taxes, provided that if the Borrower shall be required by
applicable law to deduct any Indemnified Taxes (including any Other Taxes) from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
L/C Issuer, as the case may be, receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law. 


                    (b)
Payment of Other Taxes by the Borrower. Without limiting the provisions
of subsection (a) above, the Borrower shall timely pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law. 


                    (c)
Indemnification by the Loan Parties. The Loan Parties shall indemnify
the Administrative Agent, each Lender and the L/C Issuer, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and, unless resulting
from a Lender’s gross negligence, any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate setting forth in
reasonable detail the amount of and basis for calculating such payment or
liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy
to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest
error. 


                    (d)
Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority 


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evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent. 


                    (e)
Status of Lenders. Any Lender or the L/C Issuer or Agent that is
entitled to an exemption from or reduction of withholding tax under the law of
the jurisdiction in which the Borrower is resident for tax purposes, or any
treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrower (with
a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or
at a reduced rate of withholding. Such delivery shall be required on the
Closing Date (or, in the case of an assignee, on the date of assignment) and on
or before the date such documentation expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent documentation so
delivered or as may reasonably be requested by the Borrower or the
Administrative Agent. In addition, any Lender or the L/C Issuer, if requested
by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender or the L/C Issuer
is subject to backup withholding or information reporting requirements. 


          Without
limiting the generality of the foregoing, in the event that the Borrower is
resident for tax purposes in the United States, (1) any Foreign Lender shall
deliver to the Borrower and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Borrower or the Administrative Agent),
whichever of the following is applicable: 


	
 

	
 


	
 

	
                    (i)
 duly completed copies of Internal Revenue Service Form W-8BEN claiming
 eligibility for benefits of an income tax treaty to which the United States
 is a party, 


	
 

	
 


	
 

	
                    (ii)
 duly completed copies of Internal Revenue Service Form W-8ECI, 


	
 

	
 


	
 

	
                    (iii)
 duly completed copies of Internal Revenue Service Form W-8IMY with any
 accompanying statements and certificates, 


	
 

	
 


	
 

	
                    (iv)
 in the case of a Foreign Lender claiming the benefits of the exemption for
 portfolio interest under section 881(c) of the Code, (x) a certificate to the
 effect that such Foreign Lender is not (A) a “bank” within the meaning of
 section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the
 Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
 “controlled foreign corporation” described in section 881(c)(3)(C) of the
 Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN,
 or 


	
 

	
 


	
 

	
                    (v)
 any other form prescribed by applicable law as a basis for claiming exemption
 from or a reduction in United States federal withholding tax duly completed
 together with such supplementary documentation as may be prescribed by
 applicable law to permit the Borrower to determine the withholding or
 deduction required to be made; and 





          (2)
any Lender which is not a Foreign Lender shall deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Lender becomes a Lender under
this Agreement, whichever of the following is applicable: 


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                    (i)
 duly completed copies of Internal Revenue Service Form W-9; provided,
 however, that a Person that the Borrower may treat as an “exempt recipient”
 (within the meaning of Treasury Regulations Section 1.6049-4(c) (without
 regard to the third sentence thereof) shall not be required to deliver an
 Internal Revenue Service Form W-9, except to the extent necessary to avoid
 U.S. withholding taxes under Treasury Regulations Section 1.1441-1; and/or 


	
 

	
 


	
 

	
                    (ii)
 any other form prescribed by applicable law as a basis for claiming exemption
 from or a reduction in United States federal withholding tax duly completed
 together with such supplementary documentation as may be prescribed by
 applicable law to permit the Lead Borrower to determine the withholding or
 deduction required to be made. 





                    (f)
Treatment of Certain Refunds. If the Administrative Agent, any Lender or
the L/C Issuer shall become aware that it is entitled to claim a refund or
credit from a Governmental Authority in respect of any Indemnified Taxes or
Other Taxes as to which it has been indemnified by the Borrower or with respect
to which the Borrower has paid additional amounts pursuant to this Section
3.01, the Administrative Agent, or such Lender or the L/C Issuer, as
applicable, shall promptly notify the Borrower of the availability of such
refund claim and, if the Administrative Agent, or such Lender or the L/C Issuer
determines in good faith that making a claim for refund will not have a
materially adverse effect on its Taxes or business operations, shall, within sixty
(60) days after receipt of a request by the Borrower, make a claim to such
Governmental Authority for such refund. If the Administrative Agent, any Lender
or the L/C Issuer determines, in its reasonable discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section, it shall pay to the Borrower an
amount equal to such refund (but only to the extent of indemnity payments made,
or additional amounts paid, by the Borrower under this Section with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case
may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the
Borrower, upon the request of the Administrative Agent, such Lender or the L/C
Issuer, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority applicable to the amounts received by the Borrower) to the
Administrative Agent, such Lender or the L/C Issuer in the event the Administrative
Agent, such Lender or the L/C Issuer is required to repay such refund to such
Governmental Authority. This subsection shall not be construed to require the
Administrative Agent, any Lender or the L/C Issuer to make available its tax
returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person. 


          3.02
Illegality. If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund LIBO Rate Loans, or to determine or charge interest rates based upon the
LIBO Rate, or any Governmental Authority has imposed material restrictions on
the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the London interbank market, then, on notice thereof by such Lender
to the Borrower through the Administrative Agent, any obligation of such Lender
to make or continue LIBO Rate Loans or to convert Base Rate Loans to LIBO Rate
Loans shall be suspended until such Lender notifies the Administrative Agent
and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrower shall, upon demand from
such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert all LIBO Rate Loans of such Lender to Base Rate Loans,
either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such LIBO Rate Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such LIBO Rate Loans. Upon
any such prepayment or conversion, the Borrower shall also pay accrued interest
on the amount so prepaid or converted. 


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          3.03
Inability to Determine Rates. If the Required Lenders
determine that for any reason in connection with any request for a LIBO Rate
Loan or a conversion to or continuation thereof that (a) Dollar deposits are
not being offered to banks in the London interbank market for the applicable
amount and Interest Period of such LIBO Rate Loan, (b) adequate and reasonable
means do not exist for determining the LIBO Rate for any requested Interest
Period with respect to a proposed LIBO Rate Loan, or (c) the LIBO Rate for any
requested Interest Period with respect to a proposed LIBO Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter,
the obligation of the Lenders to make or maintain LIBO Rate Loans shall be
suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may
revoke any pending request for a Borrowing of, conversion to or continuation of
LIBO Rate Loans or, failing that, will be deemed to have converted such request
into a request for a Committed Borrowing of Base Rate Loans in the amount
specified therein. 


          3.04
Increased Costs; Reserves on LIBO Rate Loans. 


                    (a)
Increased Costs Generally. If any Change in Law shall: 


	
 

	
 


	
 

	
                    (i)
 impose, modify or deem applicable any reserve, special deposit, compulsory
 loan, insurance charge or similar requirement against assets of, deposits
 with or for the account of, or credit extended or participated in by, any
 Lender (except any reserve requirement reflected in the LIBO Rate) or the L/C
 Issuer; 


	
 

	
 


	
 

	
                    (ii)
 subject any Lender or the L/C Issuer to any tax of any kind whatsoever with
 respect to this Agreement, any Letter of Credit, any participation in a
 Letter of Credit or any LIBO Rate Loan made by it, or change the basis of
 taxation of payments to such Lender or the L/C Issuer in respect thereof
 (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the
 imposition of, or any change in the rate of, any Excluded Tax payable by such
 Lender or the L/C Issuer); or 


	
 

	
 


	
 

	
                    (iii)
 impose on any Lender or the L/C Issuer or the London interbank market any
 other condition, cost or expense affecting this Agreement or LIBO Rate Loans
 made by such Lender or any Letter of Credit or participation therein; 





and the result
of any of the foregoing shall be to increase the cost to such Lender of making
or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any
such Loan), or to increase the cost to such Lender or the L/C Issuer of
participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender or the
L/C Issuer hereunder (whether of principal, interest or any other amount) then,
upon request of such Lender or the L/C Issuer and delivery of the certificate
contemplated by Section 3.04(c), the Borrower will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered. 


                    (b)
Capital Requirements. If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender’s or the L/C Issuer’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender’s or the L/C Issuer’s capital or on the capital
of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence
of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the



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L/C Issuer or
such Lender’s or the L/C Issuer’s holding company could have achieved but for
such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s
policies and the policies of such Lender’s or the L/C Issuer’s holding company
with respect to capital adequacy), then from time to time upon delivery of the
certificate contemplated by Section 3.04(c), the Borrower will pay to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C
Issuer’s holding company for any such reduction suffered. 


                    (c)
Certificates for Reimbursement. A certificate of a Lender or the L/C
Issuer setting forth the amount or amounts necessary to compensate such Lender
or the L/C Issuer or its holding company, as the case may be, and the method
for calculating such amount or amounts as specified in subsection (a) or (b) of
this Section and delivered to the Borrower shall be conclusive absent manifest
error. The Borrower shall pay such Lender or the L/C Issuer, as the case may
be, the amount shown as due on any such certificate within 10 days after
receipt thereof. 


                    (d)
Delay in Requests. Failure or delay on the part of any Lender or the L/C
Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s
right to demand such compensation, provided that the Borrower shall not
be required to compensate a Lender or the L/C Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than six (6) months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Borrower of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or the L/C
Issuer’s intention to claim compensation therefor (except that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the six-month period referred to above shall be extended to include the period
of retroactive effect thereof). 


                    (e)
Reserves on LIBO Rate Loans. The Borrower shall pay to each Lender, as
long as such Lender shall be required to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits
(currently known as “Eurocurrency liabilities”), additional interest on the
unpaid principal amount of each LIBO Rate Loan equal to the actual costs of
such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), which shall be
due and payable on each date on which interest is payable on such Loan, provided
the Borrower shall have received at least 10 days’ prior notice (with a copy to
the Administrative Agent) of such additional interest from such Lender. If a
Lender fails to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable 10 days from receipt of
such notice. 


          3.05
Compensation for Losses. Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any
loss, cost or expense incurred by it as a result of: 


	
 

	
 


	
 

	
          (a)
 any continuation, conversion, payment or prepayment of any Loan other than a
 Base Rate Loan on a day other than the last day of the Interest Period for
 such Loan (whether voluntary, mandatory, automatic, by reason of
 acceleration, or otherwise); 


	
 

	
 


	
 

	
          (b)
 any failure by the Borrower (for a reason other than the failure of such
 Lender to make a Loan) to prepay, borrow, continue or convert any Loan other
 than a Base Rate Loan on the date or in the amount notified by the Borrower;
 or 


	
 

	
 


	
 

	
          (c)
 any assignment of a LIBO Rate Loan on a day other than the last day of the
 Interest Period therefor as a result of a request by the Borrower pursuant to
 Section 10.13; 





-68-







 including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained. The Borrower shall also pay any
customary administrative fees charged by such Lender in connection with the
foregoing. 


          For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each LIBO Rate
Loan made by it at the LIBO Rate for such Loan by a matching deposit or other
borrowing in the London interbank market for a comparable amount and for a
comparable period, whether or not such LIBO Rate Loan was in fact so funded. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section and setting forth in reasonable
detail the manner in which such amount or amounts was determined shall be
delivered to the Borrower. 


          3.06
Mitigation Obligations; Replacement of Lenders. 


                    (a)
Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 3.01, or if any Lender gives a notice
pursuant to Section 3.02, then such Lender shall use reasonable efforts to
designate a different Lending Office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section
3.01 or 3.04, as the case may be, in the future, or eliminate the need for the
notice pursuant to Section 3.02, as applicable, and (ii) in each case, would
not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment. 


                    (b)
Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 3.01, the Borrower may replace such Lender in accordance with
Section 10.13. 


          3.07
Survival. All of the Borrower’s obligations under this
Article III shall survive termination of the Aggregate Commitments and
repayment of all other Obligations and Other Liabilities hereunder. 


ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 


          4.01
Conditions of Initial Credit Extension. The obligation
of the L/C Issuer and each Lender to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent: 


	
 

	
 


	
 

	
          (a)
 The Administrative Agent’s receipt of the following, each of which shall be
 originals or telecopies or other electronic image scan transmission (e.g.,
 “pdf” or “tiff” via e-mail) (followed promptly by originals) unless otherwise
 specified, each dated the Closing Date (or, in the case of certificates of
 governmental officials, a recent date before the Closing Date) and each in
 form and substance satisfactory to the Administrative Agent: 


	
 

	
 


	
 

	
                    (i)
 executed counterparts of this Agreement; 





-69-







	
 

	
 


	
 

	
          (ii)
 a Note executed by the Borrower in favor of each Lender requesting a Note; 


	
 

	
 


	
 

	
          (iii)
 certificates of resolutions or other action, incumbency certificates and/or
 other certificates of Responsible Officers of each Loan Party evidencing (A)
 the authority of each Loan Party to enter into this Agreement and the other
 Loan Documents to which such Loan Party is a party or is to be a party and
 (B) the identity, authority and capacity of each Responsible Officer thereof
 authorized to act as a Responsible Officer in connection with this Agreement
 and the other Loan Documents to which such Loan Party is a party or is to be
 a party; 


	
 

	
 


	
 

	
          (iv)
 copies of each Loan Party’s Organization Documents and such other documents
 and certifications as the Administrative Agent may reasonably require to
 evidence that each Loan Party is duly organized or formed, and that each Loan
 Party is validly existing, in good standing and qualified to engage in
 business in each jurisdiction where its ownership, lease or operation of
 properties or the conduct of its business requires such qualification, except
 to the extent that failure to so qualify in such jurisdiction could not
 reasonably be expected to have a Material Adverse Effect; 


	
 

	
 


	
 

	
          (v)
 favorable opinions of (i) Skadden, Arps, Slate, Meagher & Flom, LLP,
 counsel to the Loan Parties, (ii) general corporate counsel to the Loan
 Parties, and (iii) local counsel to the Loan Parties in Florida, in each case
 addressed to the Administrative Agent and each Lender, as to such matters
 concerning the Loan Parties and the Loan Documents as the Administrative
 Agent may reasonably request; 


	
 

	
 


	
 

	
          (vi)
 a certificate signed by a Responsible Officer of the Borrower certifying (A)
 that the conditions specified in Sections 4.02(a) and (b) have been
 satisfied, (B) that there has been no event or circumstance since the date of
 the Audited Financial Statements that has had or could be reasonably expected
 to have, either individually or in the aggregate, a Material Adverse Effect,
 (C) to the Solvency of the Loan Parties as of the Closing Date after giving
 effect to the transactions contemplated hereby and (D) that either that (1)
 no consents, licenses or approvals are required in connection with the
 execution, delivery and performance by any Loan Party, and the validity
 against such Loan Party, of the Loan Documents to which it is a party, or (2)
 that all such consents, licenses and approvals have been obtained and are in
 full force and effect; 


	
 

	
 


	
 

	
          (vii)
 evidence that all insurance required to be maintained pursuant to the Loan
 Documents and all endorsements in favor of the Agents required under the Loan
 Documents have been obtained and are in effect; 


	
 

	
 


	
 

	
          (viii)
 a payoff letter from Bank of America, N.A., as agent for the lenders under
 the Existing Credit Agreement reasonably satisfactory in form and substance
 to the Administrative Agent evidencing that the Existing Credit Agreement has
 been or concurrently with the Closing Date is being terminated, all
 obligations thereunder are being paid in full, and all Liens securing
 obligations under the Existing Credit Agreement have been or concurrently
 with the Closing Date are being released; 


	
 

	
 


	
 

	
          (ix)
 the Security Documents and other Loan Documents set forth on Schedule 4.01
 hereto and certificates evidencing any stock being pledged thereunder (for
 clarity, other than Excluded Property as therein defined), together with
 undated stock powers executed in blank, each duly executed by the applicable
 Loan Parties; 





-70-







	
 

	
 

	
 


	
 

	
 

	
          (x)
 (A) appraisals (based on net liquidation value) by a third party appraiser
 reasonably acceptable to the Collateral Agent of all Inventory of the Loan
 Parties, the results of which are reasonably satisfactory to the Collateral
 Agent and (B) a written report regarding the results of a customary
 commercial finance examination of the Loan Parties, which shall be reasonably
 satisfactory to the Collateral Agent; 


	
 

	
 

	
 


	
 

	
 

	
          (xi)
 results of searches or other evidence reasonably satisfactory to the
 Collateral Agent (in each case dated as of a date reasonably satisfactory to
 the Collateral Agent) indicating the absence of Liens on the assets of the
 Loan Parties, except for Permitted Encumbrances and Liens for which
 termination statements and releases, satisfactions and discharges of any
 mortgages, and releases or subordination agreements satisfactory to the
 Collateral Agent are being tendered concurrently with such extension of
 credit or other arrangements satisfactory to the Collateral Agent for the
 delivery of such termination statements and releases, satisfactions and
 discharges have been made; 


	
 

	
 

	
 


	
 

	
 

	
          (xii)
 (A) duly authorized Uniform Commercial Code financing statements, required by
 law or reasonably requested by the Collateral Agent to be filed, registered
 or recorded to create or perfect the first priority Liens to the extent
 intended to be created under the Loan Documents and all such documents and
 instruments shall have been concurrently submitted for filing registering or
 recordation to the satisfaction of the Collateral Agent, and (B) the Credit
 Card Notifications and Blocked Account Agreements required as of the Closing
 Date pursuant to Section 6.13 hereof; 


	
 

	
 

	
 


	
 

	
 

	
          (xiii)
 evidence that all other actions that the Collateral Agent may deem necessary
 in order to create valid Liens on the property described in the Mortgages
 have been taken; and 


	
 

	
 

	
 


	
 

	
 

	
          (xiv)
 without duplication of other requirements of this Section 4.01, such other
 assurances, certificates, documents, consents or opinions as are described in
 Schedule 4.01 hereto. 


	
 

	
 

	
 


	
 

	
          (b)
 After giving effect to (i) the first funding under the Loans, (ii) the
 payment of all fees and other amounts due under the Loan Documents on the
 Closing Date, and (iii) all Letters of Credit to be issued at, or immediately
 subsequent to, such establishment, Availability shall be not less than
 $100,000,000. 


	
 

	
 


	
 

	
          (c)
 The Administrative Agent shall have received a Borrowing Base Certificate
 dated the Closing Date, relating to the month ended on January 31, 2009, and
 executed by a Responsible Officer of the Borrower. 


	
 

	
 


	
 

	
          (d)
 The Administrative Agent shall have received the unaudited consolidated
 balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ending
 January 31, 2009, and the related consolidated statements of income or
 operations and Shareholders’ Equity for such Fiscal Year, in form and substance
 reasonably satisfactory to the Administrative Agent. 


	
 

	
 


	
 

	
          (e)
 No event shall have occurred after November 1, 2008 that could reasonably be
 expected to have a Material Adverse Effect. 


	
 

	
 


	
 

	
          (f)
 The Administrative Agent shall have received and be satisfied with (i) a
 detailed forecast for Fiscal Year 2009, which shall include a balance sheet,
 consolidated statements of income or operations and statement of cash flow on
 an annual basis, each prepared in conformity 





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with GAAP
 and consistent with the Loan Parties’ then current practices and (ii) such
 other information (financial or otherwise) reasonably requested by the
 Administrative Agent. 


	
 

	
 


	
 

	
          (g)
 There shall not be pending any litigation or other proceeding, the result of
 which, either individually or in the aggregate, could reasonably be expected
 to have a Material Adverse Effect. 


	
 

	
 


	
 

	
          (h)
 The consummation of the transactions contemplated hereby shall not violate
 any Applicable Law or any Organization Document in any material respect. 


	
 

	
 


	
 

	
          (i)
 All fees required to be paid by the Loan Parties to the Agents or the
 Arranger on or before the Closing Date shall have been paid in full, and all
 fees required to be paid by the Loan Parties to the Lenders on or before the
 Closing Date shall have been paid in full. 


	
 

	
 


	
 

	
          (j)
 The Borrower shall have paid all reasonable and documented fees, charges and
 out-of-pocket disbursements of counsel to the Administrative Agent to the
 extent invoiced prior to or on the Closing Date, plus such additional amounts
 of such reasonable and documented fees, charges and out-of-pocket
 disbursements as shall constitute its reasonable estimate of such fees,
 charges and disbursements incurred or to be incurred by it through the
 closing proceedings (provided that such estimate shall not thereafter
 preclude a final settling of accounts between the Borrower and the
 Administrative Agent). 


	
 

	
 


	
 

	
          (k)
 The Administrative Agent shall have received all documentation and other
 information required by regulatory authorities under applicable “know your
 customer” and anti-money laundering rules and regulations, including without
 limitation the Act. 


	
 

	
 


	
 

	
          (l)
 No changes in governmental regulations or policies materially affecting any
 Loan Party or any Credit Party with respect to the transactions contemplated
 hereby shall have occurred prior to the Closing Date. 





Without
limiting the generality of the provisions of Section 9.04, for purposes of
determining compliance with the conditions specified in this Section 4.01, each
Lender that has signed this Agreement shall be deemed to have Consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be Consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto. 


          4.02
Conditions to all Credit Extensions. The obligation of
each Lender to honor any Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Committed Loans to the other Type,
or a continuation of LIBO Rate Loans) and of each L/C Issuer to issue each
Letter of Credit is subject to the following conditions precedent: 


	
 

	
 


	
 

	
          (a)
 The representations and warranties of each other Loan Party contained in Article
 V or any other Loan Document, shall be true and correct in all material
 respects on and as of the date of such Credit Extension, except (i) to the
 extent that such representations and warranties specifically refer to an
 earlier date, in which case they shall be true and correct as of such earlier
 date, (ii) any such representations which are qualified by “materiality” or
 “Material Adverse Effect” shall be true and correct in all respects, and
 (iii) except that for purposes of this Section 4.02, the representations and
 warranties contained in subsections (a) and (b) of Section 5.05 shall be
 deemed to refer to the most recent statements furnished pursuant to clauses
 (a) and (b), respectively, of Section 6.01. 





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          (b)
 No Default shall exist, or would result from such proposed Credit Extension
 or from the application of the proceeds thereof. 


	
 

	
 


	
 

	
          (c)
 The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line
 Lender shall have received a Request for Credit Extension in accordance with
 the requirements hereof. 


	
 

	
 


	
 

	
          (d)
 No event or circumstance which could reasonably be expected to result in a
 Material Adverse Effect shall have occurred. 





Each Request
for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to the other Type or a continuation of LIBO Rate
Loans) submitted by the Borrower shall be deemed to be a representation and
warranty by the Borrower to each Agent, each L/C Issuer, the Swing Line Lender
and each Lender that the conditions specified in Sections 4.02(a) and (b) have
been satisfied on and as of the date of the applicable Credit Extension. The
conditions set forth in this Section 4.02 are for the sole benefit of the
Credit Parties but until the Required Lenders otherwise direct the
Administrative Agent to cease making Committed Loans in accordance with the
terms of this Agreement, the Lenders will fund their Applicable Percentage of
all Loans and L/C Advances and participate in all Swing Line Loans and Letters
of Credit whenever made or issued, which are requested by the Borrower and
which, notwithstanding the failure of the Loan Parties to comply with the
provisions of this Article IV, agreed to by the Administrative Agent,
provided, however, the making of any such Loans or the issuance of any Letters
of Credit shall not be deemed a modification or waiver by any Credit Party of
the provisions of this Article IV on any future occasion or a waiver of
any rights or the Credit Parties as a result of any such failure to comply. 


ARTICLE V

REPRESENTATIONS AND WARRANTIES 


          To
induce the Credit Parties to enter into this Agreement and to make Loans and to
issue Letters of Credit hereunder, each Loan Party represents and warrants to
the Administrative Agent and the other Credit Parties that: 


          5.01
Existence, Qualification and Power. Each Loan Party
and each Subsidiary thereof (a) is a corporation, limited liability company,
partnership or limited partnership, duly organized or formed, validly existing
and, where applicable, in good standing under the Laws of the jurisdiction of
its incorporation or organization, (b) has all requisite power and authority
and all requisite governmental licenses, permits, authorizations, consents and
approvals to (i) own or lease its assets and carry on its business and (ii)
execute, deliver and perform its obligations under the Loan Documents to which
it is a party, and (c) is duly qualified and is licensed and, where applicable,
in good standing under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification or license; except in each case referred to in clause (a) (as it
relates to any Immaterial Subsidiary), (b)(i) or (c), to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect. Schedule 5.01 annexed hereto sets forth, as of the Closing Date,
each Loan Party’s name as it appears in official filings in its state of
incorporation or organization, its state of incorporation or organization,
organization type, and organization number, if any, issued by its state of
incorporation or organization, and its federal employer identification number. 


          5.02
Authorization; No Contravention. The execution,
delivery and performance by each Loan Party of each Loan Document to which such
Person is a party has been duly authorized by all necessary corporate or other
organizational action, and does not and will not (a) contravene the terms of
any of such Person’s Organization Documents; (b) conflict with or result in any
breach, termination, or 


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contravention
of, or constitute a default under, or require any payment to be made under (i)
any Material Indebtedness to which such Person is a party or affecting such
Person or the properties of such Person or any of its Subsidiaries or (ii) any
order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject that would reasonably be
expected to result in a Material Adverse Effect; (c) result in or require the
creation of any Lien upon any asset of any Loan Party (other than Liens in
favor of the Collateral Agent under the Loan Documents); or (d) violate any Law
in any material respect. 


          5.03
Governmental Authorization; Other Consents. No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, any Loan Party of this Agreement or any other Loan
Document, except for (a) the perfection or maintenance of the Liens created
under the Security Documents (including the first priority nature thereof to
the extent specified in the Security Agreement) or (b)such as have been obtained or made and are
in full force and effect. 


          5.04
Binding Effect. This Agreement has been, and each
other Loan Document, when delivered, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes,
and each other Loan Document when so delivered will constitute, a legal, valid
and binding obligation of such Loan Party, enforceable against each Loan Party
that is party thereto in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law. 


          5.05
Financial Statements; No Material Adverse Effect. 


                    (a)
The Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (ii) fairly present the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein and other than public disclosures made pursuant to press releases
and public filings prior to the Closing Date. 


                    (b)
The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries
dated January 31, 2009, and the related Consolidated statements of income or
operations, Shareholders’ Equity and cash flows for the Fiscal Year ended on
that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present in all material respects the financial
condition of the Borrower and its Subsidiaries as of the date thereof and their
results of operations for the period covered thereby, subject, in the case of
clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments. Schedule 5.05 sets forth all Material Indebtedness of the
Loan Parties and their Consolidated Subsidiaries as of the date of such
financial statements. 


                    (c)
No event shall have occurred after November 1, 2008 that could reasonably be
expected to have a Material Adverse Effect. 


                    (d)
The Consolidated forecasted balance sheet and statements of income and cash
flows of the Borrower and its Subsidiaries delivered pursuant to Section
6.01(d) were prepared in good faith on the basis of the assumptions stated
therein, which assumptions were fair in light of the conditions existing at the
time of delivery of such forecasts, and represented, at the time of delivery,
the Loan Parties’ reasonable estimate of its future financial performance (it
being understood that such forecasted 


-74-







financial
information is subject to significant uncertainties and contingencies, many of
which are beyond the control of the Loan Parties, that no assurance is given
that any particular forecasts will be realized, that actual results may differ
and that such differences may be material). 


          5.06
Litigation. There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Loan Parties, threatened
at law, in equity, in arbitration or before any Governmental Authority, by or
against any Loan Party or any of its Subsidiaries or against any of its
properties or revenues that (a) purport to affect or pertain to this Agreement
or any other Loan Document, or any of the transactions contemplated hereby, or
(b) except as disclosed in Schedule 5.06, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. 


          5.07
No Default. No Loan Party or any Subsidiary is in
default under or with respect to, or party to, any Material Indebtedness. No
Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan Document. 


          5.08
Ownership of Property; Liens. (a) Each of the Loan
Parties and each Subsidiary thereof has good record and marketable title in fee
simple to or valid leasehold interests in, all real property necessary or used
in the ordinary conduct of its business, except for such defects in title as
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each of the Loan Parties and each Subsidiary has good
and marketable title to, valid leasehold interests in, or valid licenses to use
all personal property and assets material to the ordinary conduct of its
business, except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 


                    (b)
Schedule 5.08(b)(1) sets forth the address (including street address,
county and state) of all Real Estate that is owned by the Loan Parties,
together with a list of the holders of any mortgage or other Lien thereon as of
the Closing Date. Each Loan Party and each of its Subsidiaries has good,
marketable and insurable fee simple title to the real property owned by such
Loan Party or such Subsidiary, free and clear of all Liens, other than
Permitted Encumbrances and except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Schedule 5.08(b)(2) sets forth the address (including
street address, county and state) of all Leases of the Loan Parties in effect
as of the Closing Date, together with a list of the lessor and its contact
information with respect to each such Lease as of the Closing Date. To the
knowledge of the Loan Parties, each of such Leases is in full force and effect
and the Loan Parties are not in default of the terms thereof except, in each
case, as could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. 


                    (c)
Schedule 7.01 sets forth a complete and accurate list of all effective
Liens on the property or assets of each Loan Party and each of its Subsidiaries
(other than Excluded Property as defined in the Security Agreement) in an
amount in excess of $100,000, showing as of the Closing Date the lienholder
thereof, the principal amount of the obligations secured thereby and the
property or assets of such Loan Party or such Subsidiary subject thereto. The
property of each Loan Party and each of its Subsidiaries is subject to no
Liens, other than Permitted Encumbrances. 


                    (d)
Schedule 7.02 sets forth a complete and accurate list of all Investments
in an amount in excess of $100,000 held by any Loan Party or any Subsidiary of
a Loan Party on the Closing Date, showing as of the date hereof the amount,
obligor or issuer and maturity, if any, thereof. 


                    (e)
Schedule 7.03 sets forth a complete and accurate list of all
Indebtedness in an amount in excess of $100,000 of each Loan Party or any
Subsidiary of a Loan Party on the Closing Date, showing as of the date hereof
the amount, obligor or issuer and maturity thereof. 


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            5.09
Environmental Compliance. Except as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, and except as specifically disclosed in Schedule 5.09: 


	
 

	
 


	
 

	
          (a)
 No Loan Party or any Subsidiary thereof (i) has failed to comply with any
 Environmental Law or to obtain, maintain or comply with any permit, license
 or other approval required under any Environmental Law, (ii) has become
 subject to any Environmental Liability, (iii) has received notice of any
 claim with respect to any Environmental Liability or (iv) knows of any basis
 for any Environmental Liability. 


	
 

	
 


	
 

	
          (b)
 None of the properties currently or formerly owned or operated by any Loan
 Party or any Subsidiary thereof is listed or proposed for listing on the NPL
 or on the CERCLIS or any analogous foreign, state or local list or is
 adjacent to any such property; there are no and never have been any
 underground or above-ground storage tanks or any surface impoundments, septic
 tanks, pits, sumps or lagoons in which Hazardous Materials are being or have
 been treated, stored or disposed on any property currently owned or operated
 by any Loan Party or any Subsidiary thereof; there is no asbestos or
 asbestos-containing material on any property currently owned or operated by
 any Loan Party or Subsidiary thereof; and to the knowledge of the Loan
 Parties, Hazardous Materials have not been released, discharged or disposed
 of on any property currently or formerly owned or operated by any Loan Party
 or any Subsidiary thereof. 


	
 

	
 


	
 

	
          (c)
 No Loan Party or any Subsidiary thereof is undertaking, and no Loan Party or
 any Subsidiary thereof has completed, either individually or together with
 other potentially responsible parties, any investigation or assessment or
 remedial or response action relating to any actual or threatened release,
 discharge or disposal of Hazardous Materials at any site, location or operation,
 either voluntarily or pursuant to the order of any Governmental Authority or
 the requirements of any Environmental Law; and all Hazardous Materials
 generated, used, treated, handled or stored at, or transported to or from,
 any property currently or formerly owned or operated by any Loan Party or any
 Subsidiary thereof have been disposed of in a manner not reasonably expected
 to result in material liability to any Loan Party or any Subsidiary thereof. 





            5.10
Insurance. The properties of the Loan Parties and
their Subsidiaries are insured with financially sound and reputable insurance
companies (or otherwise reasonably acceptable to the Administrative Agent)
which are not Affiliates of the Loan Parties (or through self-insurance
arrangements), in such amounts (after giving effect to any self-insurance),
with such deductibles and covering such risks (including, without limitation,
workmen’s compensation, public liability, business interruption and property
damage insurance) as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Loan Parties
or the applicable Subsidiary operates. Schedule 5.10 sets forth a
description of all insurance maintained by or on behalf of the Loan Parties as
of the Closing Date and the Administrative Agent and the Lenders acknowledge
that such insurance and the insurance carriers are acceptable as of the Closing
Date. As of the Closing Date, each insurance policy listed on Schedule 5.10
is in full force and effect and all premiums in respect thereof that are due
and payable have been paid. 


            5.11
Taxes. The Loan Parties and their Subsidiaries have
filed all Federal, state and other material tax returns and reports required to
be filed, and have paid all Federal, state and other material taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except (a) those
which are being contested in good faith by appropriate proceedings being
diligently conducted, for which adequate reserves have been provided in
accordance with GAAP, as to which Taxes no Liens (other than Permitted
Encumbrances on account thereof) have been filed and which contest effectively
suspends the collection of the contested obligation 


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and the
enforcement of any Lien securing such obligation, or (b) which would not be
reasonably expected to result in a Material Adverse Effect. 


          5.12
ERISA Compliance.


                    (a)
Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other Federal or state Laws. Each Plan that
is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have
made all required contributions to each Plan subject to Section 412 of the
Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan. No Lien imposed under the Code or ERISA exists or is
likely to arise on account of any Plan. 


                    (b)
There are no pending or, to the best knowledge of the Borrower, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect. 


                    (c)
(i) No ERISA Event has occurred or is reasonably expected to occur that
individually or in the aggregate could reasonably be expected to result in a
Material Adverse Effect; (ii) no Pension Plan has any Unfunded Pension
Liability that individually or in the aggregate could reasonably be expected to
result in a Material Adverse Effect; (iii) neither the Borrower nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability under
Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA) that individually or in the
aggregate could reasonably be expected to result in a Material Adverse Effect;
(iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability (and to the best knowledge of the Borrower, no
event has occurred which, with the giving of notice under Section 4219 of
ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA
with respect to a Multiemployer Plan that individually or in the aggregate
could reasonably be expected to result in a Material Adverse Effect; and (v)
neither the Borrower nor any ERISA Affiliate has engaged in a transaction that
could be subject to Sections 4069 or 4212(c) of ERISA that individually or in
the aggregate could reasonably be expected to result in a Material Adverse
Effect. 


          5.13
Subsidiaries; Equity Interests. As of the Closing Date,
the Loan Parties have no Subsidiaries other than those specifically disclosed
in Part (a) of Schedule 5.13, which Schedule sets forth the legal name,
jurisdiction of incorporation or formation of each such Subsidiary. All of the
outstanding Equity Interests in such Subsidiaries have been validly issued, are
fully paid and non-assessable and, as of the Closing Date, are owned by a Loan
Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of
Schedule 5.13 free and clear of all Liens except for those created under
the Security Documents. Except as set forth in Schedule 5.13, as of the
Closing Date, there are no outstanding rights to purchase any Equity Interests
in any Subsidiary. All of the outstanding Equity Interests in the Loan Parties
have been validly issued, and are fully paid and non-assessable and are owned
in the amounts specified on Part (b) of Schedule 5.13 free and clear of
all Liens except for those created under the Security Documents. The copies of
the Organization Documents of each Loan Party and each amendment thereto
provided pursuant to Section 4.01 are true and correct copies of each such
document, each of which is valid and in full force and effect. Neither Foot
Locker Australia, Inc. nor Foot Locker New Zealand, Inc. maintains any assets
of the type included in the Borrowing Base (other than any immaterial assets of
a de minimus nature) in the United States. 


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          5.14
Margin Regulations; Investment Company Act. 


                    (a)
None of the proceeds of the Credit Extensions shall be used directly or
indirectly for any purpose that would entail a violation of Regulations T, U,
or X issued by the FRB. 


                    (b)
None of the Loan Parties or any Subsidiary thereof is or is required to be
registered as an “investment company” under the Investment Company Act of 1940.



          5.15
Disclosure. No report, financial statement,
certificate or other information previously or hereafter furnished by or on
behalf of any Loan Party to the Administrative Agent or any Lender in
connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or under any other Loan Document
(excluding projected financial information and general industry data) (in each
case, as modified or supplemented by other information so furnished (including
public disclosures made pursuant to press releases and public filings prior to
the Closing Date) and when taken as a whole) contains any material misstatement
of fact or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
materially misleading; provided that, with respect to projected
financial information, the Loan Parties represent only that such information
was prepared in good faith based upon assumptions believed to be reasonable at
the time (it being understood that such projected financial information is
subject to significant uncertainties and contingencies, many of which are
beyond the control of the Loan Parties, that no assurance is given that any
particular projections will be realized, that actual results may differ and
that such differences may be material). 


          5.16
Compliance with Laws. Each of the Loan Parties and
each Subsidiary is in compliance in all material respects with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or
to its properties, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply
therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. 


          5.17
Intellectual Property Except, in each case, as could
not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, the Loan Parties and their Subsidiaries own, or
possess the right to use, all of the Intellectual Property that is reasonably
necessary for the operation of their respective businesses. Except, in each
case, as could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, to the knowledge of the Borrower, no slogan
or other advertising device, product, process, method, substance, part or other
material now employed by any Loan Party or any Subsidiary infringes upon any
Intellectual Property rights held by any other Person, and except as disclosed
in Schedule 5.17, no claim or litigation regarding any of the foregoing
is pending or, to the knowledge of the Borrower, threatened against any Loan
Party or Subsidiary, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. 


          5.18
Labor Matters.


          There
are no strikes, lockouts, slowdowns or other material labor disputes against
any Loan Party or any Subsidiary thereof pending or, to the knowledge of any
Loan Party, threatened. The hours worked by and payments made to employees of
the Loan Parties comply with the Fair Labor Standards Act and any other
applicable federal, state, local or foreign Law dealing with such matters,
except to the extent that any such violation could not reasonably be expected
to have a Material Adverse Effect. No Loan Party or any of its Subsidiaries has
incurred any liability or obligation under the Worker Adjustment and Retraining
Act or similar state Law. All payments due from any Loan Party and its
Subsidiaries, or for which any claim may be made against any Loan Party, on
account of wages and employee health and 


-78-







welfare
insurance and other benefits, have been paid or properly accrued in accordance
with GAAP as a liability on the books of such Loan Party. Except as set forth
on Schedule 5.18, as of the Closing Date, no Loan Party is a party to or
bound by any collective bargaining agreement. There are no complaints, unfair
labor practice charges, grievances, arbitrations, unfair employment practices
charges or any other claims or complaints against any Loan Party or any
Subsidiary pending or, to the knowledge of any Loan Party, threatened to be
filed with any Governmental Authority or arbitrator based on, arising out of,
in connection with, or otherwise relating to the employment or termination of
employment of any employee of any Loan Party or any of its Subsidiaries, which
could reasonably be expected to have a Material Adverse Effect. 


            5.19
Security Documents. 


	
 

	
 


	
 

	
          (a)
 The Security Agreement creates in favor of the Collateral Agent, for the
 benefit of the Secured Parties referred to therein, a legal, valid, and
 enforceable security interest in the Collateral (as defined in the Security
 Agreement), the enforceability of which is subject to applicable bankruptcy,
 insolvency, reorganization, moratorium or other laws affecting creditors’
 rights generally and subject to general principles of equity, regardless of
 whether considered in a proceeding in equity or at law. The UCC financing
 statements, releases and other filings are in appropriate form and have been
 or will be filed in the offices specified in the Due Diligence Certificate
 (as defined in the Security Agreement). Upon such filings and/or the
 obtaining of “control” (as such term is defined in the UCC), the Collateral
 Agent will have a perfected Lien on, and security interest in, to and under
 all right, title and interest of the grantors thereunder in all Collateral
 that may be perfected by filing, recording or registering a financing
 statement or analogous document (including without limitation the proceeds of
 such Collateral subject to the limitations relating to such proceeds in the
 UCC) or by obtaining control, under the UCC (in effect on the date this
 representation is made) in each case prior and superior in right to any other
 Person to the extent required by the Loan Documents. 


	
 

	
 


	
 

	
          (b)
 The Mortgages create in favor of the Collateral Agent, for the benefit of the
 Secured Parties referred to therein, a legal, valid, and enforceable Lien in
 the Mortgaged Property (as defined in the Mortgages), the enforceability of
 which is subject to applicable bankruptcy, insolvency, reorganization,
 moratorium or other laws affecting creditors’ rights generally and subject to
 general principles of equity, regardless of whether considered in a
 proceeding in equity or at law. Upon the filing of the Mortgages with the
 appropriate Governmental Authorities and the payment of any mortgage
 recording taxes or fees, the Collateral Agent will have a perfected Lien on,
 and security interest in, to and under all right, title and interest of the
 grantors thereunder in all Mortgaged Property that may be perfected by such
 filing (including without limitation the proceeds of such Mortgaged
 Property), in each case prior and superior in right to any other Person to
 the extent required by the Loan Documents. 





            5.20
Solvency.


            After
giving effect to the transactions contemplated by this Agreement, and before
and after giving effect to each Credit Extension, the Loan Parties, on a
Consolidated basis, are Solvent. 


            5.21
Deposit Accounts; Credit Card Arrangements.


                    (a)
Annexed hereto as Schedule 5.21(a) is a list of all DDAs maintained by
the Loan Parties as of the Closing Date, which Schedule includes, with respect
to each DDA, in each case as of the Closing Date: (i) the name and address of
the depository, (ii) the account number(s) maintained with such 


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depository,
(iii) a contact person at such depository, and (iv) the identification of each
Blocked Account Bank. 


                    (b)
Annexed hereto as Schedule 5.21(b) is a list describing all arrangements
as of the Closing Date to which any Loan Party is a party with respect to the
processing and/or payment to such Loan Party of the proceeds of any credit card
charges and debit card charges for sales made by such Loan Party. 


            5.22
Brokers. No broker or finder brought about the
obtaining, making or closing of the Loans or transactions contemplated by the Loan
Documents, and no Loan Party or Affiliate thereof has any obligation to any
Person in respect of any finder’s or brokerage fees in connection therewith. 


            5.23
Customer and Trade Relations. There exists no actual
or, to the knowledge of any Loan Party, threatened, termination or cancellation
of, any agreement with any supplier of any Loan Party which could reasonably be
expected to have a Material Adverse Effect. 


            5.24
Casualty. Neither the businesses nor the properties of
any Loan Party or any of its Subsidiaries are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance) that, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. 


ARTICLE VI 

AFFIRMATIVE COVENANTS


            So
long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation (other than contingent indemnification obligations for which no
claim has then been asserted) hereunder shall remain unpaid or unsatisfied, or
any Letter of Credit shall remain outstanding, the Loan Parties shall, and
shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and
6.03) cause each Domestic Subsidiary to: 


            6.01
Financial Statements. Deliver to the Administrative
Agent (for distribution to each Lender): 


	
 

	
 


	
 

	
          (a)
 as soon as available, but in any event within 90 days after the end of each
 Fiscal Year of the Borrower (commencing with the Fiscal Year ended January
 31, 2009), a Consolidated balance sheet of the Borrower and its Subsidiaries
 as at the end of such Fiscal Year, and the related consolidated statements of
 income or operations, Shareholders’ Equity and cash flows for such Fiscal
 Year, setting forth in each case in comparative form the figures for the
 previous Fiscal Year, all in reasonable detail and prepared in accordance
 with GAAP, such consolidated statements to be audited and accompanied by a
 report and unqualified opinion of a Registered Public Accounting Firm of
 nationally recognized standing reasonably acceptable to the Administrative
 Agent, which report and opinion shall be prepared in accordance with generally
 accepted auditing standards and shall not be subject to any “going concern”
 or like qualification or exception or any qualification or exception as to
 the scope of such audit; 


	
 

	
 


	
 

	
          (b)
 as soon as available, but in any event within 45 days after the end of each
 of the first three Fiscal Quarters of each Fiscal Year of the Borrower
 (commencing with the Fiscal Quarter ended May 2, 2009), a Consolidated
 balance sheet of the Borrower and its Subsidiaries as at the end of such
 Fiscal Quarter, and the related consolidated statements of income or
 operations, Shareholders’ Equity and cash flows for such Fiscal Quarter and
 for the portion of the Borrower’s 





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Fiscal Year
 then ended, setting forth in each case in comparative form the figures for (A)
 the corresponding Fiscal Quarter of the previous Fiscal Year and (B) the
 corresponding portion of the previous Fiscal Year, all in reasonable detail,
 such consolidated statements to be certified by a Responsible Officer of the
 Borrower as fairly presenting in all material respects the financial
 condition, results of operations, Shareholders’ Equity and cash flows of the
 Borrower and its Subsidiaries as of the end of such Fiscal Quarter in
 accordance with GAAP, subject only to normal year-end audit adjustments and
 the absence of footnotes; 


	
 

	
 


	
 

	
          (c)
 if requested by the Administrative Agent, then within 30 days after the end
 of each of the Fiscal Months of each fiscal year of the Borrower (or sooner
 if available), (a) (i) a consolidated balance sheet of the Borrower and its
 Subsidiaries as at the end of such Fiscal Month, (ii) OR 1 of the Borrower’s
 customary internal financial reports, (iii) Total Domestic Division Profit as
 set forth in OR 5 of the Borrower’s customary internal financial reports, and
 (iv) Report 135 of the Borrower’s customary internal financial reports
 showing U.S. cash flows, each for such Fiscal Month and for the portion of
 the Borrower’s Fiscal Year then ended, setting forth in each case in
 comparative form the figures for (A) the corresponding Fiscal Month of the
 previous Fiscal Year and (B) the corresponding portion of the previous Fiscal
 Year, all in reasonable detail, such statements to be certified by a
 Responsible Officer of the Borrower as fairly representing in all material
 respects the financial condition, results of operations, and cash flows of
 the Borrower and its Subsidiaries or domestic divisions, as applicable, as of
 the end of such Fiscal Month in accordance with the Borrower’s customary
 accounting practices in effect on the Closing Date, and (b) reasonably
 detailed calculations with respect to the Adjusted Consolidated Fixed Charge
 Coverage Ratio for such period (whether or not it is then required to be
 tested hereunder); 


	
 

	
 


	
 

	
          (d)
 as soon as available, but in any event within 45 days after the end of each
 Fiscal Year of the Borrower, forecasts prepared by management of the
 Borrower, in form satisfactory to the Administrative Agent, of consolidated
 balance sheets and statements of income or operations and cash flows of the
 Borrower and its Subsidiaries, and an Availability model, in each case on a
 quarterly basis for the immediately following Fiscal Year (including the
 fiscal year in which the Maturity Date occurs), and as soon as available, any
 significant revisions to such forecast with respect to such Fiscal Year, it
 being understood and agreed that (i) any forecasts furnished hereunder are
 subject to significant uncertainties and contingencies, which may be beyond
 the control of the Loan Parties, (ii) no assurance is given by the Loan
 Parties that the results or forecast in any such projections will be realized
 and (iii) the actual results may differ from the forecasted results set forth
 in such projections and such differences may be material. 


	
 

	
 


	
           6.02
 Certificates; Other Information. Deliver to the
 Administrative Agent (for distribution to each Lender), in form and detail
 satisfactory to the Administrative Agent: 


	
 


	
 

	
          (a)
 concurrently with the delivery of the financial statements referred to in
 Sections 6.01(a) and (b) (commencing with the delivery of the financial
 statements for the Fiscal Quarter ended May 2, 2009), (i) a duly completed
 Compliance Certificate signed by a Responsible Officer of the Borrower, and
 in the event of any change in generally accepted accounting principles used
 in the preparation of such financial statements, the Borrower shall also
 provide a statement of reconciliation conforming such financial statements to
 GAAP and (ii) a copy of management’s discussion and analysis with respect to
 such financial statements; 


	
 

	
 


	
 

	
          (b)
 on the fifteenth (15th) day of each Fiscal Month (or, if such day
 is not a Business Day, on the next succeeding Business Day) (or more
 frequently at the option of the Borrower), a Borrowing Base Certificate
 showing the Borrowing Base as of the close of business as of the last 





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day of the
 immediately preceding Fiscal Month, each Borrowing Base Certificate to be
 certified as complete and correct in all material respects by a Responsible
 Officer of the Borrower; provided that at any time that an Accelerated
 Borrowing Base Delivery Event has occurred and is continuing, such Borrowing
 Base Certificate shall be delivered on Wednesday of each week (or, if
 Wednesday is not a Business Day, on the next succeeding Business Day), as of
 the close of business for the immediately preceding week; 


	
 

	
 


	
 

	
          (c)
 promptly upon receipt, copies of any detailed audit reports, management
 letters or recommendations submitted to the board of directors (or the audit
 committee of the board of directors) of any Loan Party by its Registered
 Public Accounting Firm in connection with the accounts or books of the Loan
 Parties or any Subsidiary, or any audit of any of them, but only to the
 extent that such reports, letters or recommendations could reasonably be
 expected to materially adversely impact (i) the calculation of the Borrowing
 Base, the Adjusted Consolidated Fixed Charge Coverage Ratio (or the
 components thereof), the Consolidated Fixed Charge Coverage Ratio (or the
 components thereof), or the Pro Forma Availability Condition or (ii) the
 accuracy of any financial statements furnished under Section 6.01 hereof; 


	
 

	
 


	
 

	
          (d)
 promptly after the same are available, copies of each annual report, proxy or
 financial statement or other report or communication sent to the stockholders
 of the Loan Parties, and copies of all annual, regular, periodic and special
 reports and registration statements (other than registration statements on
 Form S-8 or its equivalent) which any Loan Party may file or be required to
 file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of
 1934 or with any national securities exchange, and in any case not otherwise
 required to be delivered to the Administrative Agent pursuant hereto; 


	
 

	
 


	
 

	
          (e)
 the financial and collateral reports described on Schedule 6.02
 hereto, at the times set forth in such Schedule; 


	
 

	
 


	
 

	
          (f)
 promptly after the furnishing thereof, copies of any statement or report
 furnished to any holder of debt securities of any Loan Party or any
 Subsidiary thereof pursuant to the terms of the Indenture or any similar
 agreement and not otherwise required to be furnished to the Lenders pursuant
 to Section 6.01 or any other clause of this Section 6.02; 


	
 

	
 


	
 

	
          (g)
 promptly, and in any event within five Business Days after receipt thereof by
 any Loan Party or any Subsidiary thereof, copies of each notice or other
 correspondence received from any Governmental Authority (including, without
 limitation, the SEC (or comparable agency in any applicable non-U.S.
 jurisdiction)) concerning any proceeding with, or investigation or possible
 investigation or other inquiry by such Governmental Authority regarding
 financial or other operational results of any Loan Party or any Subsidiary
 thereof or any other matter which, in each case, could reasonably expected to
 have a Material Adverse Effect; and 


	
 

	
 


	
 

	
          (h)
 promptly, such additional information regarding the business affairs, financial
 condition or operations of any Loan Party or any Subsidiary, or compliance
 with the terms of the Loan Documents, as the Administrative Agent or any
 Lender may from time to time reasonably request. 





Documents
required to be delivered pursuant to Section 6.01(a), (b), or (c) or
Section 6.02(d) (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the website address listed on Schedule 10.02;
or (ii) on which such documents are posted on the 


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Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that: (i) the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender (through the Administrative Agent) that requests the
Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and
(ii) the Borrower shall notify the Administrative Agent and each Lender (by
telecopier or electronic mail) of the posting of any such documents and provide
to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. The Administrative Agent shall have no
obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the Loan Parties with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it (through the
Administrative Agent) or maintaining its copies of such documents. 


            The
Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders and the L/C Issuer materials and/or
information provided by or on behalf of the Loan Parties hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”) and
(b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders
that do not wish to receive material non-public information with respect to the
Loan Parties or their securities) (each, a “Public Lender”). The Loan
Parties hereby agree that so long as any Loan Party is the issuer of any
outstanding debt or equity securities that are registered or issued pursuant to
a private offering or is actively contemplating issuing any such securities
they will use commercially reasonable efforts to identify that portion of the
Borrower Materials that may be distributed to the Public Lenders and that (w)
all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan
Parties shall be deemed to have authorized the Administrative Agent, the
Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as
not containing any material non-public information (although it may be
sensitive and proprietary) with respect to the Loan Parties or their securities
for purposes of United States Federal and state securities laws (provided,
however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 10.07); (y) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Investor”; and (z) the
Administrative Agent and the Arranger shall be entitled to treat any Borrower
Materials that are not marked “PUBLIC” as being suitable only for posting on a
portion of the Platform not designated “Public Investor.” 


            6.03
Notices. Promptly notify the Administrative Agent of
the following promptly after any Responsible Officer of the Borrower obtains
knowledge thereof: 


	
 

	
 


	
 

	
          (a)
 the occurrence of any Default; 


	
 

	
 


	
 

	
          (b)
 any matter that has resulted or could reasonably be expected to result in a
 Material Adverse Effect; 


	
 

	
 


	
 

	
          (c)
 the occurrence of any ERISA Event; 


	
 

	
 


	
 

	
          (d)
 any material change in accounting policies or financial reporting practices
 by any Loan Party or any Subsidiary thereof; 


	
 

	
 


	
 

	
          (e)
 the discharge by any Loan Party of its present Registered Public Accounting
 Firm or any withdrawal or resignation by such Registered Public Accounting
 Firm; 





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          (f)
 any collective bargaining agreement or other labor contract to which a Loan
 Party becomes a party, or the application for the certification of a
 collective bargaining agent; 


	
 

	
 


	
 

	
          (g)
 the filing of any Lien for unpaid Taxes against any Loan Party; 


	
 

	
 


	
 

	
          (h)
 any casualty or other insured damage to any material portion of the
 Collateral or the commencement of any action or proceeding for the taking of
 any interest in a material portion of the Collateral under power of eminent
 domain or by condemnation or similar proceeding or if any material portion of
 the Collateral is damaged or destroyed; and 


	
 

	
 


	
 

	
          (i)
 any failure by any Loan Party to pay rent at (i) ten (10%) or more of such
 Loan Party’s locations or (ii) any of such Loan Party’s locations if such
 failure continues for more than ten (10) days following the day on which such
 rent first came due and such failure would be reasonably likely to result in
 a Material Adverse Effect. 





Each notice
pursuant to this Section shall be accompanied by a statement of a Responsible
Officer of the Borrower setting forth details of the occurrence referred to
therein and stating what action the Borrower has taken and proposes to take
with respect thereto. Each notice pursuant to Section 6.03(a) shall describe
with particularity any and all provisions of this Agreement and any other Loan
Document that have been breached. 


            6.04
Payment of Obligations. Pay and discharge as the same
shall become due and payable, all its obligations and liabilities, including
(a) all tax liabilities, assessments and governmental charges or levies upon it
or its properties or assets, (b) all lawful claims (including, without
limitation, claims of landlords, warehousemen, customs brokers, and carriers)
which, if unpaid, would by law become a Lien upon its property; and (c) all
Indebtedness, as and when due and payable, but subject to any subordination
provisions contained in any instrument or agreement evidencing such
Indebtedness, except, in each case, where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) such Loan Party
has set aside on its books adequate reserves with respect thereto in accordance
with GAAP, (c) no Lien has been filed with respect thereto (other than
Permitted Encumbrances of the type described in clauses (a), (b) and (e) of
such definition), and (d) the failure to make payment pending such contest
could not reasonably be expected to result in a Material Adverse Effect. Nothing
contained herein shall be deemed to limit the rights of the Agents with respect
to determining Reserves pursuant to this Agreement. 


            6.05
Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force
and effect its legal existence (and, except to the extent the failure to do so
could not reasonably be expected to have a Material Adverse Effect, good
standing) under the Laws of the jurisdiction of its organization or formation
except in a transaction permitted by Section 7.04 or 7.05; (b) take all
reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) preserve or renew all of its Intellectual
Property, except to the extent such Intellectual Property is no longer used or
useful in the conduct of the business of the Loan Parties or that failure to do
so could not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect. 


            6.06
Maintenance of Properties. (a) Except to the extent
that the failure to do so could not reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect, maintain, preserve and
protect all of its properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear and
casualty events excepted; and (b) make all 


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necessary
repairs thereto and renewals and replacements thereof except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect. 


          6.07
Maintenance of Insurance. Maintain with financially
sound and reputable insurance companies (or otherwise reasonably acceptable to
the Administrative Agent) which are not Affiliates of the Loan Parties (or
through self-insurance arrangements reasonably acceptable to the Administrative
Agent), insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business and operating in the same or similar locations or as is
required by applicable Law, of such types and in such amounts (after giving
effect to any self-insurance compatible with the following standards) as are
customarily carried under similar circumstances by such other Persons and as
are reasonably acceptable to the Administrative Agent. The Administrative Agent
and the Lenders acknowledge that the insurance described in Section 5.10 and
the insurance carriers priding such insurance are acceptable as of the Closing
Date. 


                    (a)
Fire and extended coverage policies maintained with respect to any Collateral
shall be endorsed or otherwise amended to include (i) a non-contributing
mortgage clause (regarding improvements to real property) and lenders’ loss
payable clause (regarding personal property), in form and substance reasonably
satisfactory to the Collateral Agent, which endorsements or amendments shall
provide that the insurer shall pay all proceeds otherwise payable to the Loan
Parties under the policies directly to the Collateral Agent (and the Collateral
Agent agrees, unless a Triggering Event is then continuing or the proceeds are
required to be applied to the Obligations and Other Liabilities in accordance
with the provisions of Sections 2.05(c) or 2.05(e), to deliver such insurance
proceeds as the Borrower may direct), (ii) a provision to the effect that none of
the Loan Parties, Credit Parties or any other Person shall be a co-insurer and
(iii) such other provisions as the Collateral Agent may reasonably require from
time to time to protect the interests of the Credit Parties. Commercial general
liability policies shall be endorsed to name the Collateral Agent as an
additional insured. Business interruption policies shall name the Collateral
Agent as a loss payee and shall be endorsed or amended to include (i) a
provision that, from and after the Closing Date, the insurer shall pay all
proceeds otherwise payable to the Loan Parties under the policies directly to
the Collateral Agent (and the Collateral Agent agrees, unless a Triggering
Event is then continuing or the proceeds are required to be applied to the Obligations
and Other Liabilities in accordance with the provisions of Sections 2.05(c) or
2.05(e), to deliver such insurance proceeds as the Borrower may direct), (ii) a
provision to the effect that none of the Loan Parties, the Administrative
Agent, the Collateral Agent or any other party shall be a co-insurer and (iii)
such other provisions as the Collateral Agent may reasonably require from time
to time to protect the interests of the Credit Parties. Each such policy
referred to in this Section 6.07(a) shall also provide that it shall not be
canceled or not renewed (i) by reason of nonpayment of premium except upon not
less than ten (10) days’ prior written notice thereof by the insurer to the
Collateral Agent (giving the Collateral Agent the right to cure defaults in the
payment of premiums) or (ii) for any other reason except upon not less than
thirty (30) days’ prior written notice thereof by the insurer to the Collateral
Agent. The Borrower shall deliver to the Collateral Agent, prior to the
cancellation or non-renewal of any such policy of insurance, a copy of a
renewal or replacement policy (or other evidence of renewal of a policy
previously delivered to the Collateral Agent, including an insurance binder)
together with evidence reasonably satisfactory to the Collateral Agent of
payment of the premium therefor. 


                    (b)
None of the Credit Parties, or their agents or employees shall be liable for
any loss or damage insured by the insurance policies required to be maintained
under this Section 6.07. Each such insurance companies shall have no rights of
subrogation against any Credit Party or its agents or employees. If, however,
the insurance policies do not provide waiver of subrogation rights against such
parties, as required above, then the Loan Parties hereby agree, to the extent
permitted by law, to waive their right of recovery, if any, against the Credit
Parties and their agents and employees. The designation of any form, type or
amount of insurance coverage by any Credit Party under this Section 6.07 shall
in no 


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event be
deemed a representation, warranty or advice by such Credit Party that such
insurance is adequate for the purposes of the business of the Loan Parties or
the protection of their properties. 


                    (c)
Maintain for themselves and their Subsidiaries, a Directors and Officers
insurance policy, and a “Blanket Crime” policy including employee dishonesty,
forgery or alteration, theft, disappearance and destruction, robbery and safe
burglary, property, and computer fraud coverage with responsible companies in
such amounts as are customarily carried by business entities engaged in similar
businesses similarly situated, and will upon request by the Administrative
Agent furnish the Administrative Agent certificates evidencing renewal of each
such policy. 


            6.08
Compliance with Laws. Comply in all material respects
with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its business or property, except in such
instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently
conducted; and (b) the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect. 


	
 

	
 


	
 

	
6.09 Books and Records; Accountants. (a)
 Maintain proper books of record and account in conformity with GAAP
 consistently applied, in which entries true and correct in all material
 respects shall be made of financial transactions and matters involving the
 assets and business of the Loan Parties or such Subsidiary, as the case may
 be; and (ii) maintain such books of record and account in material conformity
 with all applicable requirements of any Governmental Authority having regulatory
 jurisdiction over the Loan Parties or such Subsidiary, as the case may be. 


	
 

	
 


	
 

	
          (b)
 at all times retain a Registered Public Accounting Firm which is reasonably
 satisfactory to the Administrative Agent and shall permit such Registered Public
 Accounting Firm to discuss the Loan Parties’ financial performance, financial
 condition, operating results, controls, and such other matters, within the
 scope of the retention of such Registered Public Accounting Firm, as may be
 raised by the Administrative Agent; provided
 that any such discussions between the Administrative Agent and the Registered
 Public Accounting Firm shall take place only with the participation of the
 Borrower (which agrees to make itself reasonable available therefor).


	
 

	
 


	
 

	
6.10 Inspection Rights. (a) Permit
 representatives and independent contractors of the Administrative Agent to
 visit and inspect any of its properties, to examine its corporate, financial
 and operating records, and make copies thereof or abstracts therefrom, and to
 discuss its affairs, finances and accounts with its directors, officers, and
 Registered Public Accounting Firm, all at the expense of the Loan Parties and
 at such reasonable times during normal business hours and as often as may be
 reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent
 (or any of its representatives or independent contractors) may do any of the
 foregoing at the expense of the Loan Parties at any time during normal
 business hours and without advance notice.


	
 

	
 


	
 

	
          (b)
 Upon the request of the Administrative Agent after reasonable prior notice,
 permit the Administrative Agent or professionals (including investment
 bankers, consultants, accountants, lawyers and appraisers) retained by the
 Administrative Agent to conduct appraisals, commercial finance examinations
 and other evaluations, including, without limitation, of (i) the Borrower’s
 practices in the computation of the Borrowing Base and (ii) the assets
 included in the Borrowing Base and related financial information such as, but
 not limited to, sales, gross margins, payables, accruals and reserves. The
 Loan Parties shall pay the reasonable and documented fees and out-of-pocket
 expenses of the Administrative Agent and such professionals with respect to
 one (1) appraisal of the Loan Parties’ Inventory and one (1) commercial
 finance examination





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during any
 twelve month period; provided that, if any Loans have been
 outstanding during any twelve month period, the Loan Parties shall pay the
 reasonable and documented fees and out-of-pocket expenses of the
 Administrative Agent and such professionals with respect to up to two (2)
 appraisals of the Loan Parties’ Inventory and up to two (2) commercial
 finance examinations during such twelve month period; and provided further that if Availability is at any time less than fifty (50%) of the Loan
 Cap during any twelve month period, the Loan Parties shall pay the reasonable
 and documented fees and out-of-pocket expenses of the Administrative Agent
 and such professionals with respect to up to three (3) appraisals of the Loan
 Parties’ Inventory and up to three (3) commercial finance examinations during
 such twelve month period. Notwithstanding the foregoing, the Administrative
 Agent may undertake additional appraisals and commercial finance examinations
 (i) as it in its discretion deems necessary or appropriate, at its own
 expense or, (ii) if required by applicable Law or if an Event of Default shall
 have occurred and be continuing, at the expense of the Loan Parties. 





            6.11
Use of Proceeds. Use the proceeds of the Credit
Extensions (a) to finance the acquisition of working capital assets of the Loan
Parties, including the purchase of inventory and equipment, in each case in the
ordinary course of business, (b) to finance Capital Expenditures of the Loan
Parties, and (c) for general corporate purposes of the Loan Parties, in each
case to the extent not prohibited under applicable Law and the Loan Documents. 


            6.12
Additional Loan Parties. Notify the Administrative
Agent at the time that any Person becomes a Subsidiary, and whether the
Borrower in its discretion elects to cause such Subsidiary to become a Loan
Party (it being acknowledged by the Credit Parties that the Borrower is not
obligated to cause such Subsidiary to become a Loan Party) and if any Equity
Interests or Indebtedness of such Person are owned by any Loan Party, to
promptly thereafter (and in any event within thirty (30) days or such longer
period as the Administrative Agent shall agree) cause such Loan Party to pledge
such Equity Interests and any promissory notes evidencing such Indebtedness to
the extent required pursuant by the Security Agreement, in each case in form,
content and scope reasonably satisfactory to the Administrative Agent. If the
Borrower elects to cause such Subsidiary to become a Loan Party: promptly
thereafter (and in any event within thirty (30) days or such longer period as
the Administrative Agent shall agree), cause any such Person (a) to become a
Loan Party by executing and delivering to the Administrative Agent a Joinder
Agreement, (b) to grant a Lien to the Collateral Agent on such Person’s assets
to secure the Obligations and Other Liabilities on the same types of assets
which constitute Collateral under the Security Documents, and (c) to deliver to
the Administrative Agent documents of the types referred to in clauses (iii)
and (iv) of Section 4.01(a) and, if requested by the Administrative Agent,
favorable opinions of counsel to such Person (which shall cover, among other
things, the legality, validity, binding effect and enforceability of the
documentation referred to above). In no event shall compliance with this
Section 6.12 waive or be deemed a waiver or Consent to any transaction giving
rise to the need to comply with this Section 6.12 if such transaction was not
otherwise expressly permitted by this Agreement or constitute or be deemed to
constitute, with respect to any Subsidiary, an approval of such Person as a
Borrower or Guarantor or permit the inclusion of any acquired assets in the
computation of the Borrowing Base. 


            6.13
Cash Management.


                    (a)
No later than sixty (60) days after the Closing Date (or such later date as the
Administrative Agent shall agree in its sole discretion): 


	
 

	
 


	
 

	
                          (i)
 deliver to the Administrative Agent copies of notifications (each, a “Credit
 Card Notification”) substantially in the form attached hereto as Exhibit
 I, which have





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been
 executed on behalf of such Loan Party and delivered to such Loan Party’s
 credit card clearinghouses and processors listed on Schedule 5.21(b);
 and


	
 

	
 


	
 

	
                          (ii)
 enter into a Blocked Account Agreement with each Blocked Account Bank
 (collectively, the “Blocked Accounts”).





                    (b)
Whether or not a Triggering Event has occurred and is continuing, the Loan
Parties shall (i) ACH or wire transfer, with such frequency as is consistent
with their respective practices in effect on the Closing Date, (and whether or
not there are then any outstanding Obligations) to a Blocked Account all
amounts on deposit and available in each such DDA (net of any minimum balance
as may be required to be kept in such DDA by the depository institution at
which such DDA is maintained) and (ii) cause all payments due from credit card
processors to be forwarded to a Blocked Account. 


                    (c)
After the occurrence and during the continuance of a Triggering Event (and delivery
of notice thereof from the Administrative Agent to the Borrower and the
applicable Blocked Account Bank), the Loan Parties and each Blocked Account
Bank shall ACH or wire transfer no less frequently than once each Business Day
(and whether or not there are then any outstanding Obligations) to the
concentration account maintained by the Collateral Agent at Bank of America
(the “Concentration Account”), of all cash receipts, all collections of
Accounts and all other proceeds of the Collateral, including, without
limitation, (i) all Net Proceeds, and all other cash payments received by a
Loan Party from any Person or from any source or on account of any sale or
other transaction or event, including, without limitation, any Prepayment
Event. (ii) the then contents of each DDA (net of any minimum balance, not to
exceed $2,500, as may be required to be kept in such DDA by the depository
institution at which such DDA is maintained); and (iii) the then entire ledger
balance of each Blocked Account (net of any minimum balance, not to exceed
$2,500, as may be required to be kept in the subject Blocked Account by the
Blocked Account Bank). 


                    (d)
The Concentration Account shall at all times be under the sole dominion and
control of the Collateral Agent. The Loan Parties hereby acknowledge and agree
that (i) the Loan Parties have no right of withdrawal from the Concentration
Account, (ii) the funds on deposit in the Concentration Account shall at all
times be collateral security for all of the Obligations and Other Liabilities
and (iii) the funds on deposit in the Concentration Account shall be applied as
provided in this Agreement. In the event that, notwithstanding the provisions
of this Section 6.13, any Loan Party receives or otherwise has dominion and
control of any such proceeds or collections, such proceeds and collections
shall be held in trust by such Loan Party for the Collateral Agent, shall not
be deposited in any account of such Loan Party (other than a Blocked Account)
and shall, not later than the Business Day after receipt thereof, be deposited
into the Concentration Account or dealt with in such other fashion as such Loan
Party may be instructed by the Collateral Agent. 


                    (e)
Upon the request of the Administrative Agent after the occurrence and during
the continuance of a Triggering Event, the Loan Parties shall cause bank
statements and/or other reports to be delivered to the Administrative Agent not
less often than monthly, accurately setting forth all amounts deposited in each
Blocked Account to ensure the proper transfer of funds as set forth above. 


                    (f)
Without limiting the foregoing, so long as no Triggering Event shall have
occurred and be continuing, the Loan Parties may direct, and shall have sole
control over, the manner of disposition of funds in the Blocked Accounts. 


                    (g)
Any amounts held or received in the Concentration Account at any time when no
Triggering Event exists shall be applied to the Obligations and Other
Liabilities to the extent required 


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pursuant to
Sections 2.05(c) or 2.05(e) or promptly remitted to an account of the Borrower
or as the Borrower may otherwise direct. 


            6.14
Information Regarding the Collateral.


	
 

	
 


	
 

	
          (a)
 Furnish to the Administrative Agent at least ten (10) Business Days’ prior
 written notice (or such shorter period as the Administrative Agent may agree)
 of any change in any Loan Party’s legal name.


	
 

	
 


	
 

	
          (b)
 Furnish to the Administrative Agent at least twenty (20) days prior written
 notice (or such shorter period as the Administrative Agent may agree) of any
 change in: (i) the location of any Loan Party’s chief executive office or its
 principal place of business; (ii) any Loan Party’s type of organization or
 jurisdiction of organization; or (iii) any Loan Party’s Federal Taxpayer
 Identification Number or organizational identification number assigned to it
 by its state of organization.


	
 

	
 


	
 

	
          (c)
 Furnish to the Administrative Agent prompt written notice of any change in
 any trade name used to identify it in the conduct of its business or in the
 ownership of its properties.


	
 

	
 


	
 

	
          (d)
 The Loan Parties agree not to effect or permit any change referred to in the
 clauses (a) and (b) unless all filings have been made under the UCC that are
 required in order for the Collateral Agent to continue at all times following
 such change to have a valid, legal and perfected security interest in all the
 Collateral for its own benefit and the benefit of the other Credit Parties as
 required by this Agreement and the Security Agreement.





            6.15
Physical Inventories.


                      (a)
Cause not less than one physical inventory to be undertaken, at the expense of
the Loan Parties, in each twelve (12) month period and periodic cycle counts,
in each case consistent with past practices, conducted by such inventory takers
as are satisfactory to the Collateral Agent and following such methodology as
is consistent with the methodology used in the immediately preceding inventory
or as otherwise may be satisfactory to the Collateral Agent. The Collateral
Agent, at the expense of the Loan Parties, may observe each scheduled physical
count of Inventory which is undertaken on behalf of any Loan Party. 


                      (b)
The Collateral Agent, in its discretion, if any Default or Event of Default
exists, may cause additional such inventories to be taken as the Collateral
Agent determines (each, at the expense of the Loan Parties). 


            6.16
Environmental Laws.


                      (a)
Except, in each case, where failure to do so could not reasonably be expected
to result, individually or in the aggregate, in a Material Adverse Effect,
conduct its operations and keep and maintain its Real Estate in compliance with
all Environmental Laws; (b) obtain and renew all environmental permits
necessary for its operations and properties; and (c) implement any and all
investigation, remediation, removal and response actions that are appropriate
or necessary to maintain the value and marketability of the Real Estate or to
otherwise comply with Environmental Laws pertaining to the presence,
generation, treatment, storage, use, disposal, transportation or release of any
Hazardous Materials on, at, in, under, above, to, from or about any of its Real
Estate, provided, however, that neither a Loan Party nor any of
its Subsidiaries shall be required to undertake any such cleanup, removal,
remedial or other action to the extent that its obligation to do so is being
contested in good faith and by 


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 proper proceedings and adequate reserves have
been set aside and are being maintained by the Loan Parties with respect to
such circumstances in accordance with GAAP. 


          6.17 Further Assurances. 


                    (a)
Subject to the any exceptions set forth in any applicable Loan Document,
execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements and other documents), that may be required
under any applicable Law, or which any Agent may reasonably request, to
effectuate the transactions contemplated by the Loan Documents or to grant,
preserve, protect or perfect the Liens created or intended to be created by the
Security Documents or the validity or priority of any such Lien, all at the
expense of the Loan Parties. 


                    (b)
If any material assets are acquired by any Loan Party after the Closing Date
(other than assets constituting Collateral under the Security Documents that
become subject to the Lien of the Security Documents upon acquisition thereof),
notify the Agents thereof, and the applicable Loan Party will cause such assets
to be subjected to a Lien securing the Obligations and Other Liabilities and
will take such actions as shall be necessary to grant and perfect such Liens,
including actions described in paragraph (a) of this Section 6.17, all at the
expense of the Loan Parties. In no event shall compliance with this Section
6.17(b) waive or be deemed a waiver or Consent to any transaction giving rise
to the need to comply with this Section 6.17(b) if such transaction was not
otherwise permitted by this Agreement or constitute or be deemed to constitute
Consent to the inclusion of any acquired assets in the computation of the
Borrowing Base. 


          6.18 Compliance with Terms of Leaseholds.


          Except
as otherwise expressly permitted hereunder, make all payments and otherwise
perform all obligations in respect of all Leases of real property to which any
Loan Party or any of its Subsidiaries is a party, keep such Leases in full
force and effect and not allow such Leases to lapse or be terminated or any
rights to renew such leases to be forfeited or cancelled, notify the
Administrative Agent of any default by any party with respect to such Leases
and cooperate with the Administrative Agent in all respects to cure any such
default, and cause each of its Subsidiaries to do so, except, in any case,
where the failure to do so, either individually or in the aggregate, could not
be reasonably likely to have a Material Adverse Effect. 


ARTICLE VII 

NEGATIVE COVENANTS


          So
long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, no Loan Party shall, nor shall it permit any
Domestic Subsidiary to, directly or indirectly: 


          7.01
Liens. Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired or sign or file or suffer to exist under the UCC or any
similar Law or statute of any jurisdiction a financing statement that names any
Loan Party or any Subsidiary thereof as debtor, other than, as to all of the
above, Permitted Encumbrances; provided that if any such financing statement is
filed without the knowledge or consent of the Borrower, the Borrower shall have
a reasonable period of time after obtaining knowledge thereof to obtain its
termination. 


          7.02
Investments. Make any Investments, except Permitted
Investments. 


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            7.03
Indebtedness; Disqualified Stock. 


                     (a)
Create, incur, assume, guarantee, suffer to exist or otherwise become or remain
liable with respect to, any Indebtedness, except Permitted Indebtedness or (b)
issue Disqualified Stock. 


            7.04
Fundamental Changes. Merge, dissolve, liquidate,
consolidate with or into another Person, (or agree to do any of the foregoing),
except that: 


	
 

	
 


	
 

	
          (a)
 any Subsidiary may merge with (i) a Loan Party, provided that the Loan
 Party shall be the continuing or surviving Person (and in any merger
 involving the Borrower, the Borrower shall be the continuing or surviving
 Person), or (ii) any one or more other Subsidiaries which are not Loan
 Parties, provided that when any Wholly-Owned Subsidiary is merging
 with another Subsidiary, such Wholly-Owned Subsidiary shall be the continuing
 or surviving Person;


	
 

	
 


	
 

	
          (b)
 so long as no Default or Event of Default shall have occurred and be
 continuing prior to or immediately after giving effect to any action
 described below or would result therefrom, in connection with a Permitted
 Acquisition or other Permitted Investment, any Loan Party or Subsidiary of a
 Loan Party may merge with or into or consolidate with any other Person or
 permit any other Person to merge with or into or consolidate with it; provided
 that (i) the Person surviving such merger or consolidation shall be a Loan
 Party or a Wholly-Owned Subsidiary of a Loan Party and (ii) in the case of
 any such merger or consolidation to which any Loan Party is a party, such
 Loan Party is the surviving Person; and


	
 

	
 


	
 

	
          (c)
 so long as no Default or Event of Default shall have occurred and be
 continuing prior to or immediately after giving effect to any action
 described below or would result therefrom, any Subsidiary of the Borrower may
 liquidate or dissolve if the Borrower determines in good faith that such
 liquidation or dissolution is in the best interests of the Loan Parties and
 is not materially disadvantageous or materially adverse to the Credit
 Parties.


	
 

	
 





            7.05
Dispositions. Make any Disposition or enter into any
agreement to make any Disposition, except Permitted Dispositions. 


            7.06
Restricted Payments. Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except that, so long as no Default or Event of Default
shall have occurred and be continuing prior to or immediately after giving
effect to any action described below or would result therefrom: 


	
 

	
 


	
 

	
          (a)
 each Subsidiary may make Restricted Payments to any Loan Party or to any
 other Subsidiary; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)
 the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire
 Equity Interests issued by it either if (i) the Payment Conditions are
 satisfied, or (ii) (A) at the time of such purchase or redemption, no Loans
 are then outstanding and (B) such purchase or redemption is funded entirely
 through the use of cash on hand of the Loan Parties; 


	
 

	
 


	
 

	
          (d)
 the Borrower may declare and pay cash dividends to its stockholders if either
 (i) the Payment Conditions are satisfied, or (ii) (A) at the time of such
 payment, no Loans are then 





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outstanding
 and (B) such payment is funded entirely through the use of cash on hand of
 the Loan Parties; and


	
 

	
 


	
 

	
          (e)
 the Loan Parties may issue and sell Equity Interests provided that (i) (A)
 with respect to any Equity Interests, all dividends (other than cash dividends
 to be paid by the Borrower in accordance with clause (d) above) in respect of
 which are to be paid (and all other payments in respect of which are to be
 made) shall be in additional shares of such Equity Interests, in lieu of
 cash, (B) such Equity Interests shall not be subject to redemption other than
 redemption at the option of the Loan Party issuing such Equity Interests, and
 (C) all payments in respect of such Equity Interests are expressly
 subordinated to the Obligations, and (ii) no Loan Party shall issue any
 additional Equity Interests in a Subsidiary.


	
 

	
 





            7.07
Prepayments of Indebtedness. Prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in any
manner any Indebtedness, or make any payment in violation of any subordination
terms of any Subordinated Indebtedness, except (a) payment in respect of the
Obligations, (b) as long as no Event of Default then exists, regularly
scheduled or mandatory repayments, repurchases, redemptions or defeasances of
Permitted Indebtedness (other than Subordinated Indebtedness), (c) as long as
no Event of Default then exists, repayments and prepayments of Subordinated
Indebtedness in accordance with the subordination terms thereof, (d) voluntary
prepayments, repurchases, redemptions or defeasances or other satisfaction of
Permitted Indebtedness (but excluding any payment in violation of any
subordination terms of any Subordinated Indebtedness) as long as either (i) the
Payment Conditions are satisfied or (ii) (A) at the time of such prepayment,
repurchase, redemption or defeasance, no Loans are then outstanding and (B) the
aggregate amount of such prepayment, repurchase, redemption or defeasance is
funded entirely through the use of cash on hand of the Loan Parties, (e)
payment of Permitted Indebtedness to the extent such payment is in kind, and
(f) refinancings and refundings of such Indebtedness to the extent permitted
hereunder. 


            7.08
Change in Nature of Business. 


            Engage
in any line of business substantially different from the business conducted by
the Loan Parties and their Subsidiaries on the date hereof or any business
reasonably related, complementary, ancillary or incidental thereto. 


            7.09
Transactions with Affiliates. Enter into, renew,
extend or be a party to any transaction of any kind with any Affiliate of any
Loan Party, whether or not in the ordinary course of business, other than on
fair and reasonable terms substantially as favorable to the Loan Parties or
such Subsidiary as would be obtainable by the Loan Parties or such Subsidiary
at the time in a comparable arm’s length transaction with a Person other than
an Affiliate, provided that the foregoing restriction shall not apply to
(a) a transaction between or among the Loan Parties, (b) a transaction between
or among any Subsidiaries of the Borrower that are not Loan Parties, (c)
transactions, arrangements, reimbursements and indemnities permitted between or
among such parties under this Agreement, (d) the payment of reasonable fees and
out-of-pocket costs to directors, and compensation and employee benefit
arrangements paid to, and indemnities provided for the benefit of, directors,
officers or employees of the Borrower or its Subsidiaries, (e) any issuances of
securities or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment agreements, stock options and stock
ownership plans approved by the Borrower’s board of directors, or (f)
non-exclusive, royalty-free licenses of any of the Borrower’s’ or Subsidiaries’
trademarks, trade names and business sytems by Loan Parties to Subsidiaries
which are not Loan Parties. 


            7.10
Burdensome Agreements. Enter into or permit to exist
any Contractual Obligation (other than this Agreement or any other Loan
Document or the Indenture and except in the case of 


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restrictions
and conditions imposed by law) that (a) limits the ability (i) of any
Subsidiary to make Restricted Payments or other distributions to any Loan Party
or to otherwise transfer property to or invest in a Loan Party, (ii) of any
Subsidiary to Guarantee the Obligations and Other Liabilities, (iii) of any
Subsidiary to make or repay loans to a Loan Party, or (iv) of the Loan Parties
or any Subsidiary to create, incur, assume or suffer to exist Liens on property
of such Person in favor of the Collateral Agent; provided, however,
that this clause (iv) shall not prohibit (A) any restriction incurred or
provided in favor of any holder of Indebtedness permitted under clauses (c) or
(f) of the definition of Permitted Indebtedness solely to the extent any such
restriction relates to the property financed by or the subject of such
Indebtedness, (B) customary anti-assignment provisions in licenses and other
contracts entered into in the ordinary course of business restricting the
assignment thereof or in contracts for the Disposition of any assets or any
Subsidiary, provided that the restrictions in any such contract shall apply
only to the assets or Subsidiary that is subject to such contract or to be
Disposed of, (C) provisions in leases of real property that prohibit mortgages
or pledges of the lessee’s interest under such lease or restricting subletting
or assignment of such lease; (D) any encumbrance or restriction contained in
any agreement of a Person acquired in a Permitted Investment, which encumbrance
or restriction was in existence at the time of such Permitted Investment (but
not created in connection therewith or in contemplation thereof) and which
encumbrance or restriction is not applicable to any Person or the properties or
assets of any Person, other than the Person or the property and assets of the
Person so acquired, or (E) customary provisions in joint venture agreements and
other similar agreements applicable to joint ventures to the extent such joint
ventures are permitted hereunder; or (b) requires the grant of a Lien to secure
an obligation of such Person if a Lien is granted to secure another obligation
of such Person. 


          7.11
Use of Proceeds. Use the proceeds of any Credit
Extension, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock (within the
meaning of Regulation U of the FRB) or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund Indebtedness
originally incurred for such purpose. 


          7.12
Amendment of Material Documents.


          (a)
Amend, modify or waive any of a Loan Party’s rights under its Organization
Documents in a manner materially adverse to the Credit Parties, or (b) amend,
modify or waive any material document governing any Material Indebtedness
(other than on account of any refinancing thereof otherwise permitted
hereunder), in each case to the extent that such amendment, modification or
waiver would be reasonably likely to have a Material Adverse Effect. 


          7.13
Fiscal Year.


          Either
(a) change the Fiscal Year of any Loan Party, or (b) change the accounting
policies or reporting practices of the Loan Parties, except as required by GAAP
or except for the adoption by the Borrower of the International Financial
Reporting Standards (subject to Section 1.03 hereof) (the foregoing not being
intended to waive or modify the Loan Parties’ furnishing notice to the
Administrative Agent of such change in accounting policies in accordance with
the provisions of Section 6.03). 


          7.14
Deposit Accounts; Credit Card Processors.


          Either
(a) open new Blocked Accounts unless the Loan Parties shall have delivered to
the Collateral Agent appropriate Blocked Account Agreements consistent with the
provisions of Section 6.13 and otherwise satisfactory to the Collateral Agent;
or (b) enter into any agreements with credit card processors other than the
ones expressly contemplated herein or in Section 6.13 hereof unless the Loan
Parties shall have delivered to the Collateral Agent appropriate Credit Card
Notifications consistent with the provisions of Section 6.13 and reasonably
satisfactory to the Collateral Agent. 


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             7.15 Adjusted Consolidated Fixed Charge Coverage
Ratio. 


             During
the continuance of a Triggering Event, permit the Adjusted Consolidated Fixed
Charge Coverage Ratio, calculated as of the last day of each Fiscal Month for
the most recently ended Measurement Period, to be less than 1.1:1.0. 


ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES


             8.01 Events of Default. Any of the following shall
constitute an Event of Default: 


	
 

	
 


	
 

	
          (a)
 Non-Payment. The Borrower or any other Loan Party fails to pay when
 and as required to be paid herein, (i) any amount of principal of any Loan or
 any L/C Obligation, or deposit any funds as Cash Collateral in respect of L/C
 Obligations, or (ii) any interest on any Loan or on any L/C Obligation, or any
 fee due hereunder, which failure continues for three Business Days, or (iii)
 any other amount payable hereunder or under any other Loan Document, which
 failure continues for three Business Days; or 


	
 

	
 


	
 

	
          (b)
 Specific Covenants. Any Loan Party fails to perform or observe any
 term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03,
 6.05(a), 6.07, 6.10, 6.11, 6.12, 6.13 or 6.14 or Article VII, provided that no Event of Default shall
 be deemed to have arisen herein (i) with respect to Sections 6.02(a) and
 6.02(b), unless such failure continues for two Business Days and such failure
 has not occurred more than twice in any consecutive twelve month period, (ii)
 with respect to Section 6.14(a), unless such failure continues for two Business
 Days, or (iii) with respect to Section 6.14(b), unless such failure continues
 for five Business Days; or 


	
 

	
 


	
 

	
          (c)
 Other Defaults. Any Loan Party fails to perform or observe any other
 covenant or agreement (not specified in subsection (a) or (b) above)
 contained in any Loan Document on its part to be performed or observed and
 such failure continues for 30 days after the earlier of notice thereof from
 the Administrative Agent or the Required Lenders to the Borrower or a
 Responsible Officer of the Borrower obtaining knowledge thereof; or 


	
 

	
 


	
 

	
          (d)
 Representations and Warranties. Any representation, warranty,
 certification or statement of fact made or deemed made by or on behalf of the
 Borrower or any other Loan Party herein, in any other Loan Document, or in
 any document delivered in connection herewith or therewith shall be incorrect
 or misleading in any material respect when made or deemed made; or 


	
 

	
 


	
 

	
          (e)
 Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails
 to make any payment when due (whether by scheduled maturity, required
 prepayment, acceleration, demand, or otherwise) and such payment is not made
 within any applicable grace period in respect of any Material Indebtedness
 (including undrawn committed or available amounts and including amounts owing
 to all creditors under any combined or syndicated credit arrangement), or (B)
 fails to observe or perform any other agreement or condition relating to any
 such Material Indebtedness or contained in any instrument or agreement
 evidencing, securing or relating thereto, or any other event occurs, the
 effect of which default or other event is to cause, or to permit the holder
 or holders of such Material Indebtedness (or a trustee or agent on behalf of
 such holder or holders) to cause, with the giving of notice if required, such
 Indebtedness to be demanded or to become due or to be repurchased, prepaid,
 defeased or redeemed (automatically or otherwise), or an offer to repurchase,
 prepay, defease or redeem such Indebtedness to be made, prior to its stated
 maturity; provided that this
 clause (i)(B) shall not apply to secured Indebtedness 





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of a Loan
 Party or a Subsidiary permitted hereunder that becomes due upon the sale or
 transfer by such Loan Party or Subsidiary of the assets securing such
 Indebtedness, or (ii) there occurs under any Swap Contract an Early
 Termination Date (as defined in such Swap Contract) resulting from (A) any
 event of default under such Swap Contract as to which a Loan Party or any
 Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract)
 or (B) any Termination Event (as so defined) under such Swap Contract as to
 which a Loan Party or any Subsidiary thereof is an Affected Party (as so
 defined) and, in either event, the Swap Termination Value owed by the Loan
 Party or such Subsidiary as a result thereof is greater than $5,000,000 and
 such Loan Party or Subsidiary is unable to pay such amount upon such
 termination; or 


	
 

	
 


	
 

	
          (f)
 Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries
 (other than any Immaterial Subsidiary) institutes or consents to the
 institution of any proceeding under any Debtor Relief Law, or makes an
 assignment for the benefit of creditors; or applies for or consents to the
 appointment of any receiver, trustee, custodian, conservator, liquidator,
 rehabilitator or similar officer for it or for all or any material part of
 its property; or a proceeding shall be commenced or a petition filed, without
 the application or consent of such Person, seeking or requesting the
 appointment of any receiver, trustee, custodian, conservator, liquidator,
 rehabilitator or similar officer is appointed and the appointment continues
 undischarged, undismissed or unstayed for 60 calendar days or an order or
 decree approving or ordering any of the foregoing shall be entered; or any
 proceeding under any Debtor Relief Law relating to any such Person or to all
 or any material part of its property is instituted without the consent of
 such Person and continues undismissed or unstayed for 60 calendar days, or an
 order for relief is entered in any such proceeding; or 


	
 

	
 


	
 

	
          (g)
 Inability to Pay Debts; Attachment. (i) Any Loan Party or any
 Subsidiary thereof (other than any Immaterial Subsidiary) becomes unable or
 admits in writing its inability or fails generally to pay its debts as they
 become due in the ordinary course of business, or (ii) any writ or warrant of
 attachment or execution or similar process is issued or levied against all or
 any material part of the property of any such Person and is not released,
 vacated or fully bonded within 20 days after its issuance or levy; or 


	
 

	
 


	
 

	
          (h)
 Judgments. There is entered against any Loan Party or any Subsidiary
 thereof (i) one or more final judgments or orders for the payment of money in
 an aggregate amount (as to all such judgments and orders) exceeding
 $15,000,000 and such judgment(s) or order(s) shall continue unsatisfied or
 unstayed for a period of 10 consecutive days, or (ii) any one or more non-monetary
 judgments that have, or could reasonably be expected to have, individually or
 in the aggregate, a Material Adverse Effect and, in either case, (A)
 enforcement proceedings are commenced by any creditor upon such judgment or
 order, or (B) such judgment or order, by reason of a pending appeal or
 otherwise, shall not have been satisfied, vacated, discharged, stayed or
 bonded for a period of 20 consecutive days; or 


	
 

	
 


	
 

	
          (i)
 ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
 Plan which has resulted or could reasonably be expected to result in
 liability of any Loan Party under Title IV of ERISA to a Pension Plan,
 Multiemployer Plan or the PBGC which would reasonably likely result in a
 Material Adverse Effect, or (ii) a Loan Party fails to pay when due, after
 the expiration of any applicable grace period, any installment payment with
 respect to its withdrawal liability under Section 4201 of ERISA under a
 Multiemployer Plan which would reasonably likely result in a Material Adverse
 Effect; or 


	
 

	
 


	
 

	
          (j)
 Invalidity of Loan Documents. (i) Any provision of any Loan Document,
 at any time after its execution and delivery and for any reason other than as
 expressly permitted 





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hereunder or
 thereunder or satisfaction in full of all the Obligations, ceases to be in
 full force and effect; or any Loan Party contests in any manner the validity
 or enforceability of any provision of any Loan Document; or any Loan Party
 denies that it has any or further liability or obligation under any provision
 of any Loan Document, or purports to revoke, terminate or rescind any
 provision of any Loan Document or seeks to avoid, limit or otherwise
 adversely affect any Lien purported to be created under any Security
 Document; or (ii) any Lien purported to be created under any Security
 Document shall cease to be (other than pursuant to the terms thereof), or
 shall be asserted by any Loan Party (or, with respect to any material assets
 of the type included in the Borrowing Base, any other Person) not to be, a
 valid and perfected Lien on any Collateral (other than an immaterial portion
 of the Collateral not of the type included in the Borrowing Base, as
 determined by the Administrative Agent in its Permitted Discretion), with the
 priority required by the applicable Security Document, except to the extent
 resulting from the failure of the Agents to file UCC continuation statements
 or Mortgages or to maintain “control” (as such term is defined in the UCC),
 as applicable; or 


	
 

	
 


	
 

	
          (k)
 Change of Control. There occurs any Change of Control; or 


	
 

	
 


	
 

	
          (l)
 Cessation of Business. Except as otherwise expressly permitted
 hereunder, any Loan Party shall take any action to suspend the operation of
 the business of the Loan Parties, taken as a whole, in the ordinary course,
 including, without limitation, liquidation of all or a material portion of
 its assets or Store locations, or employ an agent or other third party to
 conduct a program of closings, liquidations or “Going-Out-Of-Business” sales
 of any material portion of its business; or 


	
 

	
 


	
 

	
          (m)
 Indictment. The indictment of any Loan Party, under any Applicable Law
 where the crime alleged would constitute a felony under Applicable Law and
 such indictment remains unquashed or such legal process remains undismissed
 for a period of 90 days or more, unless the Administrative Agent, in its
 reasonable discretion, determines that the indictment is not material; or 


	
 

	
 


	
 

	
          (n)
 Subordination. Any payments of principal of or premium and interest on
 any Subordinated Indebtedness are made or received in violation of the
 subordination provisions of the documents evidencing or governing such
 Subordinated Indebtedness or any other breach of the subordination provisions
 of the documents evidencing or governing such Subordinated Indebtedness
 occurs. 


	
 

	
 


	
           8.02 Remedies Upon Event of Default. If
 any Event of Default occurs and is continuing, the Administrative Agent may,
 or, at the request of the Required Lenders shall, take any or all of the
 following actions: 


	
 


	
 

	
          (a)
 declare the Commitments of each Lender to make Loans and any obligation of
 the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
 Commitments and obligation shall be terminated; 


	
 

	
 


	
 

	
          (b)
 declare the unpaid principal amount of all outstanding Loans, all interest
 accrued and unpaid thereon, and all other amounts owing or payable hereunder
 or under any other Loan Document to be immediately due and payable, without
 presentment, demand, protest or other notice of any kind, all of which are
 hereby expressly waived by the Loan Parties; 


	
 

	
 


	
 

	
          (c)
 require that the Loan Parties Cash Collateralize the L/C Obligations; and 





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          (d)
 whether or not the maturity of the Obligations shall have been accelerated
 pursuant hereto, proceed to protect, enforce and exercise all rights and
 remedies of the Credit Parties under this Agreement, any of the other Loan
 Documents or applicable Law, including, but not limited to, by suit in
 equity, action at law or other appropriate proceeding, whether for the
 specific performance of any covenant or agreement contained in this Agreement
 and the other Loan Documents or any instrument pursuant to which the
 Obligations or Other Liabilities are evidenced, and, if such amount shall
 have become due, by declaration or otherwise, proceed to enforce the payment
 thereof or any other legal or equitable right of the Credit Parties;





provided, however, that upon the entry
of an order for relief with respect to any Loan Party or any Subsidiary thereof
under the Bankruptcy Code of the United States of America, the obligation of
each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Loan Parties to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender. 


             No
remedy herein is intended to be exclusive of any other remedy and each and
every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute
or any other provision of Law. 


             8.03 Application of Funds. After the
exercise of remedies provided for in Section 8.02 (or after the Loans have
automatically become immediately due and payable and the L/C Obligations have
automatically been required to be Cash Collateralized as set forth in the
proviso to Section 8.02), any amounts received on account of the Obligations
and Other Liabilities shall be applied by the Administrative Agent in the
following order: 


	
 

	
 


	
 

	
          First,
 to payment of that portion of the Obligations constituting fees, indemnities,
 expenses and other amounts (including fees, charges and disbursements of
 counsel to the Administrative Agent and the Collateral Agent and amounts
 payable under Article III) payable to the Administrative Agent and the
 Collateral Agent, each in its capacity as such; 


	
 

	
 


	
 

	
          Second,
 to payment of that portion of the Obligations constituting indemnities,
 expenses, and other amounts (other than principal, interest and fees) payable
 to the Lenders and the L/C Issuer (including fees, charges and disbursements
 of counsel to the respective Lenders and the L/C Issuer and amounts payable
 under Article III), ratably among them in proportion to the amounts
 described in this clause Second payable to them; 


	
 

	
 


	
 

	
          Third,
 to the extent not previously reimbursed by the Lenders, to payment to the
 Lenders of that portion of the Obligations constituting principal and accrued
 and unpaid interest on any Permitted Overadvances, ratably among the Lenders
 in proportion to the amounts described in this clause Third payable to
 them; 


	
 

	
 


	
 

	
          Fourth,
 to the extent that Swing Line Loans have not been refinanced by a Committed
 Loan, payment to the Swing Line Lender of that portion of the Obligations
 constituting accrued and unpaid interest on the Swing Line Loans; 


	
 

	
 


	
 

	
          Fifth,
 to payment of that portion of the Obligations constituting accrued and unpaid
 interest on the Loans, L/C Borrowings and other Obligations, and fees
 (including Letter of Credit Fees), ratably among the Lenders and the L/C
 Issuer in proportion to the respective amounts described in this clause Fifth
 payable to them; 





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          Sixth,
 to the extent that Swing Line Loans have not been refinanced by a Committed
 Loan, to payment to the Swing Line Lender of that portion of the Obligations
 constituting unpaid principal of the Swing Line Loans; 


	
 

	
 


	
 

	
          Seventh,
 to payment of that portion of the Obligations constituting unpaid principal
 of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer
 in proportion to the respective amounts described in this clause Seventh
 held by them; 


	
 

	
 


	
 

	
          Eighth,
 to the Administrative Agent for the account of the L/C Issuer, to Cash
 Collateralize that portion of L/C Obligations comprised of the aggregate
 undrawn amount of Letters of Credit; 


	
 

	
 


	
 

	
          Ninth,
 to payment of all other Obligations (including without limitation the cash
 collateralization of unliquidated indemnification obligations as provided in
 Section 10.04), ratably among the Credit Parties in proportion to the
 respective amounts described in this clause Ninth held by them; 


	
 

	
 


	
 

	
          Tenth,
 to payment of that portion of the Other Liabilities arising from Cash
 Management Services to the extent secured under the Security Documents,
 ratably among the Credit Parties in proportion to the respective amounts
 described in this clause Tenth held by them; 


	
 

	
 


	
 

	
          Eleventh,
 to payment of all other Other Liabilities arising from Bank Products to the
 extent secured under the Security Documents, ratably among the Credit Parties
 in proportion to the respective amounts described in this clause Eleventh
 held by them; and 


	
 

	
 


	
 

	
          Last,
 the balance, if any, after all of the Obligations and Other Liabilities have
 been indefeasibly paid in full, to the Loan Parties or as otherwise required
 by Law. 





Subject to
Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn
amount of Letters of Credit pursuant to clause Eighth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations and Other Liabilities, if any, in the order set forth
above. 


ARTICLE IX 

ADMINISTRATIVE AGENT


             9.01 Appointment and Authority. 


	
 

	
 


	
 

	
          (a)
 Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of
 America to act on its behalf as the Administrative Agent hereunder and under
 the other Loan Documents and authorizes the Administrative Agent to take such
 actions on its behalf and to exercise such powers as are delegated to the
 Administrative Agent by the terms hereof or thereof, together with such
 actions and powers as are reasonably incidental thereto. The provisions of
 this Article (other than the provisions of Section 9.06) are solely for the
 benefit of the Administrative Agent, the Collateral Agent, the Lenders and
 the L/C Issuer, and no Loan Party or any Subsidiary thereof shall have rights
 as a third party beneficiary of any of such provisions. 


	
 

	
 


	
 

	
          (b)
 Each of the Lenders (in its capacities as a Lender), Swing Line Lender and
 the L/C Issuer hereby irrevocably appoints Bank of America as Collateral
 Agent and authorizes the Collateral Agent to act as the agent of such Lender
 and the L/C Issuer for purposes of acquiring, 





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holding and
 enforcing any and all Liens on Collateral granted by any of the Loan Parties
 to secure any of the Obligations and Other Liabilities, together with such
 powers and discretion as are reasonably incidental thereto. In this
 connection, the Collateral Agent, as “collateral agent” and any co-agents,
 sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant
 to Section 9.05 for purposes of holding or enforcing any Lien on the
 Collateral (or any portion thereof) granted under the Collateral Documents,
 or for exercising any rights and remedies thereunder at the direction of the
 Collateral Agent), shall be entitled to the benefits of all provisions of
 this Article IX and Article X (including Section 10.04(c)), as
 though such co-agents, sub-agents and attorneys-in-fact were the “collateral
 agent” under the Loan Documents, as if set forth in full herein with respect
 thereto.





             9.02 Rights as a Lender. The Persons
serving as the Agents hereunder shall have the same rights and powers in their
capacity as a Lender as any other Lender and may exercise the same as though
they were not the Administrative Agent or the Collateral Agent and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent or the Collateral Agent hereunder in its individual capacity. Such Person
and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Loan Parties or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent or the Collateral
Agent hereunder and without any duty to account therefor to the Lenders. 


             9.03 Exculpatory Provisions. The Agents
shall not have any duties or obligations except those expressly set forth
herein and in the other Loan Documents. Without limiting the generality of the
foregoing, the Agents: 


	
 

	
 


	
 

	
          (a)
 shall not be subject to any fiduciary or other implied duties, regardless of
 whether a Default has occurred and is continuing; 


	
 

	
 


	
 

	
          (b)
 shall not have any duty to take any discretionary action or exercise any
 discretionary powers, except discretionary rights and powers expressly
 contemplated hereby or by the other Loan Documents that the Administrative
 Agent or the Collateral Agent, as applicable, is required to exercise as
 directed in writing by the Required Lenders (or such other number or
 percentage of the Lenders as shall be expressly provided for herein or in the
 other Loan Documents), provided that no Agent shall be required to
 take any action that, in its respective opinion or the opinion of its
 counsel, may expose such Agent to liability or that is contrary to any Loan
 Document or applicable law; and 


	
 

	
 


	
 

	
          (c)
 shall not, except as expressly set forth herein and in the other Loan
 Documents, have any duty to disclose, and shall not be liable for the failure
 to disclose, any information relating to the Loan Parties or any of its
 Affiliates that is communicated to or obtained by the Person serving as the
 Administrative Agent, the Collateral Agent or any of its Affiliates in any
 capacity. 





No Agent shall
be liable for any action taken or not taken by it (i) with the Consent or at
the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as such Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Sections 10.01 and
8.02) or (ii) in the absence of its own gross negligence or willful misconduct
as determined by a final and non-appealable judgment of a court of competent
jurisdiction. 


             The
Agents shall not be deemed to have knowledge of any Default unless and until
notice describing such Default is given to such Agent by the Loan Parties, a
Lender or the L/C Issuer. In the 


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event that the
Agents obtains such actual knowledge or receives such a notice, the Agents
shall give prompt notice thereof to each of the other Credit Parties. Upon the
occurrence of an Event of Default, the Agents shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders. Unless and until the Agents shall have received such
direction, the Agents may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to any such Default or Event of
Default as they shall deem advisable in the best interest of the Credit
Parties. In no event shall the Agents be required to comply with any such
directions to the extent that any Agent believes that its compliance with such
directions would be unlawful. 


          The
Agents shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with
this Agreement or any other Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or the creation, perfection or priority
of any Lien purported to be created by the Security Documents, (v) the value or
the sufficiency of any Collateral, or (vi) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to the Agents. 


          9.04 Reliance by Agents. 


          Each
Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including, but not limited to, any electronic
message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person. Each Agent also may rely upon any statement made to it
orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the
issuance of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or the L/C Issuer, the Administrative Agent may
presume that such condition is satisfactory to such Lender or the L/C Issuer
unless the Administrative Agent shall have received written notice to the
contrary from such Lender or the L/C Issuer prior to the making of such Loan or
the issuance of such Letter of Credit. Each Agent may consult with legal
counsel (who may be counsel for any Loan Party), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts. 


          9.05 Delegation of Duties. Each Agent may
perform any and all of its duties and exercise its rights and powers hereunder
or under any other Loan Document by or through any one or more sub-agents
appointed by such Agent. Each Agent and any such sub-agent may perform any and
all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of the Agents and any
such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as such Agent. 


          9.06 Resignation of Agents. Either Agent
may at any time give written notice of its resignation to the Lenders, the L/C
Issuer and the Borrower. Upon receipt of any such notice of resignation, the
Required Lenders shall have the right to appoint a successor, which shall be a
bank with an office in the United States, or an Affiliate of any such bank with
an office in the United States and shall, unless an Event of Default has
occurred and is continuing at the time of such appointment, be reasonably
acceptable to the Borrower. If no such successor shall have been so appointed
by the 


-100-







Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Agent gives notice of its resignation, then the retiring Agent may on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative
Agent or Collateral Agent, as applicable, meeting the qualifications set forth
above; provided that if the Administrative Agent or the Collateral Agent
shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of any Collateral held by the Collateral
Agent on behalf of the Lenders or the L/C Issuer under any of the Loan
Documents, the retiring Collateral Agent shall continue to hold such collateral
security until such time as a successor Collateral Agent is appointed) and (2)
all payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section. Upon the
acceptance of a successor’s appointment as Administrative Agent or Collateral
Agent, as applicable, hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
(or retired) Agent, and the retiring Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this Section). The fees
payable by the Borrower to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the retiring Agent’s resignation hereunder
and under the other Loan Documents, the provisions of this Article and Section
10.04 shall continue in effect for the benefit of such retiring Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Agent was acting as
Administrative Agent or Collateral Agent hereunder. 


          Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder,
(a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,
(b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan
Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect
to such Letters of Credit. 


          9.07 Non-Reliance on Administrative Agent and Other
Lenders. Each Lender and the L/C Issuer acknowledges that it has,
independently and without reliance upon the Agents or any other Lender or any
of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Agents or any other Lender or any
of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder. Except as provided in Section 9.12, the Agents shall not have any
duty or responsibility to provide any Credit Party with any other credit or
other information concerning the affairs, financial condition or business of
any Loan Party that may come into the possession of the Agents. 


          9.08 No Other Duties, Etc. Anything herein
to the contrary notwithstanding, none of the Bookrunners, Arrangers,
Co-Syndication Agents or Documentation Agent listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any
of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, Collateral Agent, a Lender or the L/C Issuer hereunder. 


-101-







             9.09 Administrative Agent May File Proofs of Claim.
In case of the pendency of any proceeding under any Debtor Relief Law or any
other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Loan Parties) shall be entitled and empowered, by intervention in such
proceeding or otherwise 


	
 

	
 


	
 

	
          (a)
 to file and prove a claim for the whole amount of the principal and interest
 owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations
 and Other Liabilities that are owing and unpaid and to file such other
 documents as may be necessary or advisable in order to have the claims of the
 Lenders, the L/C Issuer, the Administrative Agent and the other Credit
 Parties (including any claim for the reasonable compensation, expenses,
 disbursements and advances of the Lenders, the L/C Issuer, the Administrative
 Agent, such Credit Parties and their respective agents and counsel and all
 other amounts due the Lenders, the L/C Issuer the Administrative Agent and
 such Credit Parties under Sections 2.03(i), 2.03(j) and 2.03(k) as
 applicable, 2.09 and 10.04) allowed in such judicial proceeding; and 


	
 

	
 


	
 

	
          (b)
 to collect and receive any monies or other property payable or deliverable on
 any such claims and to distribute the same; 





and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent
and, if the Administrative Agent shall consent to the making of such payments
directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and advances
of the Administrative Agent and its agents and counsel, and any other amounts
due the Administrative Agent under Sections 2.09 and 10.04. 


             Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or Other Liabilities or the rights of any Lender or
the L/C Issuer or to authorize the Administrative Agent to vote in respect of
the claim of any Lender or the L/C Issuer in any such proceeding. 


             9.10 Collateral and Guaranty Matters. The
Credit Parties irrevocably authorize the Agents, at their option and in their
discretion, 


	
 

	
 


	
 

	
          (a)
 to release any Lien on any property granted to or held by the Collateral
 Agent under any Loan Document (i) upon termination of the Aggregate
 Commitments and payment in full of all Obligations (other than contingent
 indemnification obligations for which no claim has been asserted) and the
 expiration or termination of all Letters of Credit (unless cash
 collateralized or supported by back-to-back letters of credit reasonably
 satisfactory to the L/C Issuer), (ii) that is Disposed of or to be Disposed
 of as part of or in connection with any Disposition permitted hereunder or
 under any other Loan Document, or (iii) if approved, authorized or ratified
 in writing by the Required Lenders (or such other number or percentage of the
 Lenders as shall be expressly provided for herein or in the other Loan
 Documents) in accordance with Section 10.01; 


	
 

	
 


	
 

	
          (b)
 to subordinate any Lien on any property granted to or held by the Collateral
 Agent under any Loan Document to the holder of any Lien on such property that
 is permitted by clause (h) of the definition of Permitted Encumbrances; and 





-102-







	
 

	
 


	
 

	
          (c)
 to release any Guarantor from its obligations under the Facility Guaranty and
 each other applicable Loan Document) if such Person ceases to be a Subsidiary
 as a result of a transaction permitted hereunder.





Upon request
by any Agent at any time, the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents) will confirm in writing such Agent’s authority to release
or subordinate its interest in particular types or items of property, or to
release any Guarantor from its obligations under the Facility Guaranty and each
other applicable Loan Document pursuant to this Section 9.10. In each case as
specified in this Section 9.10, the Agents will, at the Loan Parties’ expense,
execute and deliver to the applicable Loan Party such documents as such Loan
Party may reasonably request to evidence the release of such item of Collateral
from the assignment and Lien granted under the Security Documents or to
subordinate its interest in such item, or to release such Guarantor from its
obligations under the Facility Guaranty and each other applicable Loan
Document, in each case in accordance with the terms of the Loan Documents and
this Section 9.10. 


             9.11 Notice of Transfer. 


             The
Agents may deem and treat a Lender party to this Agreement as the owner of such
Lender’s portion of the Obligations for all purposes, unless and until, and
except to the extent, an Assignment and Acceptance shall have become effective
as set forth in Section 10.06. 


             9.12 Reports and Financial Statements. 


             By
signing this Agreement, each Lender: 


	
 

	
 


	
 

	
          (a)
 agrees to furnish the Administrative Agent after the occurrence and during
 the continuance of a Triggering Event (and thereafter at such frequency as
 the Administrative Agent may reasonably request) with a summary of all Other
 Liabilities due or to become due to such Lender. In connection with any
 distributions to be made hereunder, the Administrative Agent shall be
 entitled to assume that no amounts are due to any Lender on account of Other
 Liabilities unless the Administrative Agent has received written notice thereof
 from such Lender; 


	
 

	
 


	
 

	
          (b)
 is deemed to have requested that the Administrative Agent furnish such
 Lender, promptly after they become available, copies of all financial
 statements required to be delivered by the Borrower hereunder and all commercial
 finance examinations and appraisals of the Collateral received by the Agents
 (collectively, the “Reports”); 


	
 

	
 


	
 

	
          (c)
 expressly agrees and acknowledges that the Administrative Agent makes no
 representation or warranty as to the accuracy of the Reports, and shall not
 be liable for any information contained in any Report; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (e)
 agrees to keep all Reports confidential in accordance with the provisions of
 Section 10.07 hereof; and 


	
 

	
 


	
 

	
          (f)
 without limiting the generality of any other indemnification provision
 contained in this Agreement, agrees: (i) to hold the Agents and any such
 other Lender preparing a Report 





-103-







	
 

	
 


	
 

	
harmless
 from any action the indemnifying Lender may take or conclusion the
 indemnifying Lender may reach or draw from any Report in connection with any
 Credit Extensions that the indemnifying Lender has made or may make to the
 Borrower, or the indemnifying Lender’s participation in, or the indemnifying
 Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and
 indemnify, defend, and hold the Agents and any such other Lender preparing a
 Report harmless from and against, the claims, actions, proceedings, damages,
 costs, expenses, and other amounts (including attorney costs) incurred by the
 Agents and any such other Lender preparing a Report as the direct or indirect
 result of any third parties who might obtain all or part of any Report
 through the indemnifying Lender.





             9.13 Agency for Perfection. 


           Each
Lender hereby appoints each other Lender as agent for the purpose of perfecting
Liens for the benefit of the Agents and the Lenders, in assets which, in
accordance with Article 9 of the UCC or any other applicable Law of the United
States can be perfected only by possession. Should any Lender (other than the
Agents) obtain possession of any such Collateral, such Lender shall notify the
Agents thereof, and, promptly upon the Collateral Agent’s request therefor
shall deliver such Collateral to the Collateral Agent or otherwise deal with
such Collateral in accordance with the Collateral Agent’s instructions. 


             9.14 Indemnification of Agents. The Lenders
shall indemnify the Agents (to the extent not reimbursed by the Loan Parties
and without limiting the obligations of Loan Parties hereunder), ratably
according to their respective Applicable Percentages, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against any Agent in any way
relating to or arising out of this Agreement or any other Loan Document or any
action taken or omitted to be taken by any Agent in connection therewith;
provided, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent’s gross negligence or
willful misconduct as determined by a final and nonappealable judgment of a
court of competent jurisdiction.  


             9.15 Relation among Lenders. The Lenders
are not partners or co-venturers, and no Lender shall be liable for the acts or
omissions of, or (except as otherwise set forth herein in case of the Agents)
authorized to act for, any other Lender. 


             9.16 Defaulting Lender. 


	
 

	
 


	
 

	
          (a)
 If for any reason any Lender shall fail or refuse to abide by its obligations
 under this Agreement, including without limitation its obligation to make
 available to Administrative Agent its Applicable Percentage of any Loans,
 expenses or setoff or purchase its Applicable Percentage of a participation
 interest in the Swingline Loans or L/C Borrowings and such failure is not
 cured within two (2) days of receipt from the Administrative Agent of written
 notice thereof, then, in addition to the rights and remedies that may be available
 to the other Credit Parties, the Loan Parties or any other party at law or in
 equity, and not at limitation thereof, (i) such Defaulting Lender’s right to
 participate in the administration of, or decision-making rights related to,
 the Obligations and Other Liabilities, this Agreement or the other Loan
 Documents shall be suspended during the pendency of such failure or refusal,
 (ii) a Defaulting Lender shall be deemed to have assigned any and all
 payments due to it from the Loan Parties, whether on account of outstanding
 Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders
 for application to, and reduction of, their proportionate shares of all
 outstanding Obligations and Other Liabilities until, as a result of
 application of such assigned payments the Lenders’ respective Applicable
 Percentages of all outstanding Obligations and Other Liabilities 





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shall have
 returned to those in effect immediately prior to such delinquency and without
 giving effect to the nonpayment causing such delinquency, and (iii) At the
 option of the Administrative Agent, any amount payable to such Defaulting
 Lender hereunder (whether on account of principal, interest, fees or
 otherwise) shall, in lieu of being distributed to such Defaulting Lender, be
 retained by the Administrative Agent as cash collateral for future funding
 obligations of the Defaulting Lender in respect of any Loan or existing or
 future participating interest in any Swing Line Loan or Letter of Credit. The
 Defaulting Lender’s decision-making and participation rights and rights to
 payments as set forth in clauses (i) and (ii) hereinabove shall be restored
 only upon the payment by the Defaulting Lender of its Applicable Percentage
 of any Obligations, any participation obligation, or expenses as to which it
 is delinquent, together with interest thereon at a rate equal to the Federal
 Funds Rate from time to time in effect from the date when originally due
 until the date upon which any such amounts are actually paid. 


	
 

	
 


	
 

	
          (b)
The non-Defaulting Lenders shall also have the right, but not the obligation,
in their respective, sole and absolute discretion, to cause the termination
and assignment, without any further action by the Defaulting Lender for no
cash consideration (pro rata, based on the respective Commitments of those
Lenders electing to exercise such right), of the Defaulting Lender’s
Commitment to fund future Loans. Upon any such purchase of the Applicable
Percentage of any Defaulting Lender, the Defaulting Lender’s share in future
Credit Extensions and its rights under the Loan Documents with respect
thereto shall terminate on the date of purchase, and the Defaulting Lender
shall promptly execute all documents reasonably requested to surrender and
transfer such interest, including, if so requested, an Assignment and
Acceptance.  


	
 

	
 


	
 

	
          (c)
 Each Defaulting Lender shall indemnify the Administrative Agent and each
 non-Defaulting Lender from and against any and all loss, damage or expenses,
 including but not limited to reasonable attorneys’ fees and funds advanced by
 the Administrative Agent or by any non-Defaulting Lender, on account of a
 Defaulting Lender’s failure to timely fund its Applicable Percentage of a
 Loan or to otherwise perform its obligations under the Loan Documents. 





ARTICLE X 

MISCELLANEOUS


             10.01 Amendments, Etc. No amendment or
waiver of any provision of this Agreement or any other Loan Document, and no
Consent to any departure by any Loan Party therefrom, shall be effective unless
in writing signed by the Administrative Agent, with the Consent of the Required
Lenders, and the Borrower or the applicable Loan Party, as the case may be, and
each such waiver or Consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall:  


	
 

	
 


	
 

	
          (a)
 extend or, increase the Commitment of any Lender (or reinstate any Commitment
 terminated pursuant to Section 8.02) without the written Consent of such
 Lender; 


	
 

	
 


	
 

	
          (b)
 postpone any date fixed by this Agreement or any other Loan Document for (i)
 any payment or mandatory prepayment of principal, interest, fees or other
 amounts due to the applicable Lenders (or any of them) hereunder or under any
 of the other Loan Documents without the written Consent of each Lender
 entitled to such payment, or (ii) any scheduled or mandatory reduction of the
 Aggregate Commitments hereunder or under any other Loan Document without the
 written Consent of each applicable Lender; 


	
 

	
 


	
 

	
          (c)
 reduce the principal of, or the rate of interest specified herein on, any
 Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to
 this Section 10.01) any fees or 





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other
 amounts payable hereunder or under any other Loan Document, without the
 written Consent of each Lender entitled to such amount; provided, however,
 that only the Consent of the Required Lenders shall be necessary to amend the
 definition of “Default Rate” or to waive any obligation of the Borrower to
 pay interest or Letter of Credit Fees at the Default Rate; 


	
 

	
 


	
 

	
          (d)
 change Section 2.13 or Section 8.03 in a manner that would alter the pro rata
 sharing of payments required thereby without the written Consent of each Lender;
 


	
 

	
 


	
 

	
          (e)
 change any provision of this Section or the definition of “Required Lenders”,
 or any other provision hereof specifying the number or percentage of Lenders
 required to amend, waive or otherwise modify any rights hereunder or make any
 determination or grant any consent hereunder, without the written Consent of
 each Lender; 


	
 

	
 


	
 

	
          (f)
 except as expressly permitted hereunder or under any other Loan Document,
 release, or limit the liability of, any Loan Party without the written
 Consent of each Lender; 


	
 

	
 


	
 

	
          (g)
 except for Permitted Dispositions, release all or substantially all of the
 Collateral from the Liens of the Security Documents without the written
 Consent of each Lender; 


	
 

	
 


	
 

	
          (h)
 change the definition of the term “Borrowing Base” or any component
 definition thereof if as a result thereof the amounts available to be
 borrowed by the Borrower would be increased without the written Consent of
 each Lender, provided that the
 foregoing shall not limit the discretion of the Administrative Agent to
 change, establish or eliminate any Reserves; 


	
 

	
 


	
 

	
          (i)
 modify the definition of Permitted Overadvance so as to increase the amount
 thereof or, except as provided in such definition, the time period for a
 Permitted Overadvance without the written Consent of each Lender; and 


	
 

	
 


	
 

	
          (j)
 except as expressly permitted herein or in any other Loan Document,
 subordinate the Obligations hereunder or the Liens granted hereunder or under
 the other Loan Documents, to any other Indebtedness or Lien, as the case may
 be without the written Consent of each Lender; 





and, provided
further, that (i) no amendment, waiver or Consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any
Issuer Document relating to any Letter of Credit issued or to be issued by it;
(ii) no amendment, waiver or Consent shall, unless in writing and signed by the
Swing Line Lender in addition to the Lenders required above, affect the rights
or duties of the Swing Line Lender under this Agreement; (iii) no amendment,
waiver or Consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; (iv)
no amendment, waiver or Consent shall, unless in writing and signed by the
Collateral Agent in addition to the Lenders required above, affect the rights
or duties of the Collateral Agent under this Agreement or any other Loan
Document, and (v) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or Consent
hereunder, except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender. 


             If
any Lender does not Consent (a “Non-Consenting Lender”) to a proposed
amendment, waiver, consent or release with respect to any Loan Document that
requires the Consent of each Lender and that has been approved by the Required
Lenders, the Borrower may replace such Non-Consenting Lender in accordance with
Section 10.13; provided that such amendment, waiver, consent or release can be
effected  


-106-







as a result of
the assignment contemplated by such Section (together with all other such
assignments required by the Borrower to be made pursuant to this paragraph). 


             10.02 Notices; Effectiveness; Electronic
Communications. 


	
 

	
 


	
 

	
          (a)
 Notices Generally. Except in the case of notices and other
 communications expressly permitted to be given by telephone (and except as
 provided in subsection (b) below), all notices and other communications
 provided for herein shall be in writing and shall be delivered by hand or
 overnight courier service, mailed by certified or registered mail or sent by
 telecopier as follows, and all notices and other communications expressly
 permitted hereunder to be given by telephone shall be made to the applicable
 telephone number, as follows: 


	
 

	
 


	
 

	
                    (i)
 if to the Loan Parties, the Agents, the L/C Issuer or the Swing Line Lender,
 to the address, telecopier number, electronic mail address or telephone
 number specified for such Person on Schedule 10.02; and 


	
 

	
 


	
 

	
                    (ii)
 if to any other Lender, to the address, telecopier number, electronic mail
 address or telephone number specified in its Administrative Questionnaire. 


	
 

	
 


	
Notices sent
 by hand or overnight courier service, or mailed by certified or registered
 mail, shall be deemed to have been given when received; notices sent by
 telecopier shall be deemed to have been given when sent (except that, if not
 given during normal business hours for the recipient, shall be deemed to have
 been given at the opening of business on the next Business Day for the
 recipient). Notices delivered through electronic communications to the extent
 provided in subsection (b) below, shall be effective as provided in such
 subsection (b). 


	
 


	
 

	
          (b)
 Electronic Communications. Notices and other communications to the
 Lenders and the L/C Issuer hereunder may be delivered or furnished by
 electronic communication (including e-mail and Internet or intranet websites)
 pursuant to procedures approved by the Administrative Agent, provided
 that the foregoing shall not apply to notices to any Lender or the L/C Issuer
 pursuant to Article II if such Lender or the L/C Issuer, as
 applicable, has notified the Administrative Agent that it is incapable of
 receiving notices under such Article by electronic communication. Each Agent
 or the Borrower may, in its discretion, agree to accept notices and other
 communications to it hereunder by electronic communications pursuant to
 procedures approved by it, provided that approval of such procedures
 may be limited to particular notices or communications. 





             Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next Business Day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor. 


	
 

	
 


	
 

	
          (c)
 The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE
 AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS
 OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
 DISCLAIM LIABILITY FOR





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ERRORS IN OR
 OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS,
 IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
 A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM
 VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH
 THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Agents or any
 of their Related Parties (collectively, the “Agent Parties”) have any
 liability to any Loan Party, any Lender, the L/C Issuer or any other Person
 for losses, claims, damages, liabilities or expenses of any kind (whether in
 tort, contract or otherwise) arising out of the Loan Parties’ or the
 Administrative Agent’s transmission of Borrower Materials through the
 Internet, except to the extent that such losses, claims, damages, liabilities
 or expenses are determined by a court of competent jurisdiction by a final
 and nonappealable judgment to have resulted from the gross negligence or
 willful misconduct of such Agent Party; provided, however, that
 in no event shall any Agent Party have any liability to any Loan Party, any
 Lender, the L/C Issuer or any other Person for indirect, special, incidental,
 consequential or punitive damages (as opposed to direct or actual damages). 


	
 

	
 


	
 

	
          (d)
 Change of Address, Etc. Each of the Loan Parties, the Agents, the L/C
 Issuer and the Swing Line Lender may change its address, telecopier or
 telephone number for notices and other communications hereunder by notice to
 the other parties hereto. Each other Lender may change its address,
 telecopier or telephone number for notices and other communications hereunder
 by notice to the Borrower, the Agents, the L/C Issuer and the Swing Line
 Lender. In addition, each Lender agrees to notify the Administrative Agent
 from time to time to ensure that the Administrative Agent has on record (i)
 an effective address, contact name, telephone number, telecopier number and
 electronic mail address to which notices and other communications may be sent
 and (ii) accurate wire instructions for such Lender. 


	
 

	
 


	
 

	
          (e)
 Reliance by Agents, L/C Issuer and Lenders. The Agents, the L/C Issuer
 and the Lenders shall be entitled to rely and act upon any notices (including
 telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly
 given by or on behalf of the Loan Parties even if (i) such notices were not
 made in a manner specified herein, were incomplete or were not preceded or
 followed by any other form of notice specified herein, or (ii) the terms
 thereof, as understood by the recipient, varied from any confirmation
 thereof. The Loan Parties shall indemnify the Agents, the L/C Issuer, each
 Lender and the Related Parties of each of them from all losses, costs,
 expenses and liabilities resulting from the reliance by such Person on each
 notice purportedly given by or on behalf of the Loan Parties. All telephonic
 notices to and other telephonic communications with the Agents may be
 recorded by the Agents, and each of the parties hereto hereby consents to
 such recording. 





             10.03 No Waiver; Cumulative Remedies. No
failure by any Credit Party to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder or under any other Loan Document preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges provided herein
and in the other Loan Documents are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
any Credit Party may have had notice or knowledge of such Default at the time. 


-108-







           10.04 Expenses; Indemnity; Damage
Waiver.


	
 

	
 


	
 

	
          (a)
 Costs and Expenses. The Borrower shall pay (i) all reasonable and
 documented out-of-pocket expenses incurred by the Agents, the Arranger and
 any Person providing Cash Management Services or furnishing Bank Products to
 any of the Loan Parties, in connection with this Agreement and the other Loan
 Documents, including without limitation (A) the reasonable and documented
 fees, charges and disbursements of (1) counsel for the Agents and the
 Arranger, (2) appraisers, (3) commercial finance examiners, and (4) all such
 out-of-pocket expenses incurred during any workout, restructuring or
 negotiations in respect of the Obligations and Other Liabilities, as wells as
 expenses of any outside consultants engaged by the Agents, (B) in connection
 with (1) the syndication of the credit facilities provided for herein, (2)
 the preparation, negotiation, administration, management, execution and
 delivery of this Agreement and the other Loan Documents or any amendments,
 modifications or waivers of the provisions thereof (whether or not the
 transactions contemplated hereby or thereby shall be consummated), (3) the
 enforcement or protection of their rights in connection with this Agreement
 or the Loan Documents or efforts to preserve, protect, collect, or enforce
 the Collateral or in connection with any proceeding under any Debtor Relief
 Laws, or (4) any workout, restructuring or negotiations in respect of any
 Obligations and Other Liabilities, and (ii) with respect to the L/C Issuer,
 all reasonable out-of-pocket expenses incurred in connection with the
 issuance, amendment, renewal or extension of any Letter of Credit or any
 demand for payment thereunder; and (iii) all reasonable out-of-pocket
 expenses incurred by the Credit Parties who are not the Agents, the Arranger,
 the L/C Issuer or any Person providing Cash Management Services or furnishing
 Bank Products to any of the Loan Parties, after the occurrence and during the
 continuance of an Event of Default, provided that such Credit Parties shall
 be entitled to reimbursement for no more than one counsel representing all
 such Credit Parties (absent a conflict of interest in which case the Credit
 Parties may engage and be reimbursed for additional counsel). 


	
 

	
 


	
 

	
          (b)
 Indemnification by the Loan Parties. The Loan Parties shall indemnify
 the Agents (and any sub-agent thereof), each other Credit Party, and each
 Related Party of any of the foregoing Persons (each such Person being called
 an “Indemnitee”) against, and hold each Indemnitee harmless from, any
 and all losses, claims, causes of action, damages, liabilities, settlement
 payments, costs, and related expenses (including the fees, charges and
 disbursements of any counsel for any Indemnitee but excluding Taxes, which
 shall be governed by Section 3.01), incurred by any Indemnitee or asserted
 against any Indemnitee by any third party or by the Borrower or any other
 Loan Party arising out of, in connection with, or as a result of (i) the
 execution or delivery of this Agreement, any other Loan Document or any
 agreement or instrument contemplated hereby or thereby, the performance by
 the parties hereto of their respective obligations hereunder or thereunder or
 the consummation of the transactions contemplated hereby or thereby, or, in
 the case of the Agents (and any sub-agents thereof) and their Related Parties
 only, the administration of this Agreement and the other Loan Documents, (ii)
 any Loan or Letter of Credit or the use or proposed use of the proceeds
 therefrom (including any refusal by the L/C Issuer to honor a demand for
 payment under a Letter of Credit if the documents presented in connection
 with such demand do not strictly comply with the terms of such Letter of
 Credit), (iii) any actual or alleged presence or release of Hazardous
 Materials on or from any property owned or operated by any Loan Party or any
 of its Subsidiaries, or any Environmental Liability related in any way to any
 Loan Party or any of its Subsidiaries, (iv) any claims of, or amounts paid by
 any Credit Party to, a Blocked Account Bank or other Person which has entered
 into a control agreement with any Credit Party hereunder, or (v) any actual
 or prospective claim, litigation, investigation or proceeding relating to any
 of the foregoing, whether based on contract, tort or any other theory,
 whether brought by a third party or by the Borrower or any other Loan Party
 or any of the Loan Parties’ directors, shareholders or creditors, and
 regardless of whether any Indemnitee is a party thereto, in all cases,
 whether or not caused by or arising, in whole or in part, out of the
 comparative, contributory or sole negligence of the 





-109-







	
 

	
 


	
 

	
Indemnitee; provided
 that such indemnity shall not, as to any Indemnitee, be available to the
 extent that such losses, claims, damages, liabilities or related expenses (x)
 are determined by a court of competent jurisdiction by final and
 nonappealable judgment to have resulted from the gross negligence, bad faith
 or willful misconduct of such Indemnitee or (y) result from a claim brought
 by the Borrower or any other Loan Party against an Indemnitee for breach in
 bad faith of such Indemnitee’s obligations hereunder or under any other Loan
 Document, if the Borrower or such Loan Party has obtained a final and
 nonappealable judgment in its favor on such claim as determined by a court of
 competent jurisdiction. 


	
 

	
 


	
 

	
          (c)
Reimbursement by Lenders. Without limiting their obligations under
Section 9.14 hereof, to the extent that the Loan Parties for any reason fail
to indefeasibly pay any amount required under subsection (a) or (b) of this
Section to be paid by it, each Lender severally agrees to pay to the Agents
(or any such sub-agent), the L/C Issuer or such Related Party, as the case
may be, such Lender’s Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount, provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Agents (or any such sub-agent) or the L/C Issuer
in its capacity as such, or against any Related Party of any of the foregoing
acting for the Agents (or any such sub-agent) or L/C Issuer in connection
with such capacity. The obligations of the Lenders under this subsection (c)
are subject to the provisions of Section 2.12(d).  


	
 

	
 


	
 

	
          (d)
 Waiver of Consequential Damages, Etc. To the fullest extent permitted by
 applicable Law, the Loan Parties shall not assert, and hereby waive, any
 claim against any Indemnitee, on any theory of liability, for special,
 indirect, consequential or punitive damages (as opposed to direct or actual
 damages) arising out of, in connection with, or as a result of, this
 Agreement, any other Loan Document or any agreement or instrument
 contemplated hereby, the transactions contemplated hereby or thereby, any
 Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee
 shall be liable for any damages arising from the use by unintended recipients
 of any information or other materials distributed to such unintended
 recipients by such Indemnitee through telecommunications, electronic or other
 information transmission systems in connection with this Agreement or the
 other Loan Documents or the transactions contemplated hereby or thereby other
 than for direct or actual damages resulting from the gross negligence or
 willful misconduct of such Indemnitee as determined by a final and nonappealable
 judgment of a court of competent jurisdiction. 


	
 

	
 


	
 

	
          (e)
 Payments. All amounts due under this Section shall be payable on
 demand (accompanied by back-up documentation to the extent available). 


	
 

	
 


	
 

	
          (f)
 Survival. The agreements in this Section shall survive the resignation
 of any Agent and the L/C Issuer, the assignment of any Commitment or Loan by
 any Lender, the replacement of any Lender, the termination of the Aggregate
 Commitments and the repayment, satisfaction or discharge of all the other
 Obligations. 





             10.05 Payments Set Aside. To the extent
that any payment by or on behalf of the Loan Parties is made to any Credit
Party, or any Credit Party exercises its right of setoff, and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by such Credit Party in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer 


-110-







severally
agrees to pay to the Agents upon demand its Applicable Percentage (without
duplication) of any amount so recovered from or repaid by the Agents, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in
effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement. 


           10.06 Successors and Assigns. 


	
 

	
 


	
                    (a)
 Successors and Assigns Generally. The provisions of this Agreement
 shall be binding upon and inure to the benefit of the parties hereto and
 their respective successors and assigns permitted hereby, except that no Loan
 Party may assign or otherwise transfer any of its rights or obligations
 hereunder or under any other Loan Document without the prior written Consent
 of the Administrative Agent and each Lender and no Lender may assign or
 otherwise transfer any of its rights or obligations hereunder except (i) to
 an Eligible Assignee in accordance with the provisions of Section 10.06(b),
 (ii) by way of participation in accordance with the provisions of subsection
 Section 10.06(d), or (iii) by way of pledge or assignment of a security
 interest subject to the restrictions of Section 10.06(f) (and any other
 attempted assignment or transfer by any party hereto shall be null and void).
 Nothing in this Agreement, expressed or implied, shall be construed to confer
 upon any Person (other than the parties hereto, their respective successors
 and assigns permitted hereby, Participants to the extent provided in
 subsection (d) of this Section and, to the extent expressly contemplated
 hereby, the Related Parties of each of the Credit Parties) any legal or
 equitable right, remedy or claim under or by reason of this Agreement. 


	
 


	

                    (b)
Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment(s) and the Loans
(including for purposes of this Section 10.06(b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that
any such assignment shall be subject to the following conditions:  


	
 

	
 


	
 

	
                    (i)
 Minimum Amounts 


	
 

	
 


	
 

	
                              (A)
 in the case of an assignment of the entire remaining amount of the assigning
 Lender’s Commitment and the Loans at the time owing to it or in the case of
 an assignment to a Lender or an Affiliate of a Lender or an Approved Fund
 with respect to a Lender, no minimum amount need be assigned; and 


	
 

	
 


	
 

	
                              (B)
 in any case not described in subsection (b)(i)(A)of this Section, the aggregate
 amount of the Commitment (which for this purpose includes Loans outstanding
 thereunder) or, if the Commitment is not then in effect, the principal
 outstanding balance of the Loans of the assigning Lender subject to each such
 assignment, determined as of the date the Assignment and Assumption with
 respect to such assignment is delivered to the Administrative Agent or, if
 “Trade Date” is specified in the Assignment and Assumption, as of the Trade
 Date, shall not be less than $5,000,000 unless each of the Administrative
 Agent and, so long as no Default has occurred and is continuing, the Borrower
 otherwise consents (each such consent not to be unreasonably withheld or
 delayed); provided, however, that concurrent assignments to
 members of an Assignee Group and concurrent assignments from members of an
 Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and
 members of its Assignee Group) will be treated as a single assignment for
 purposes of determining whether such minimum amount has been met; 





-111-







	
 

	
 


	
 

	
                    (ii)
 Proportionate Amounts. Each partial assignment shall be made as an
 assignment of a proportionate part of all the assigning Lender’s rights and
 obligations under this Agreement with respect to the Loans or the Commitment
 assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s
 rights and obligations in respect of Swing Line Loans; 


	
 

	
 


	
 

	
                    (iii)
 Required Consents. No consent shall be required for any assignment
 except to the extent required by subsection (b)(i)(B) of this Section and, in
 addition: 


	
 

	
 


	
 

	
                              (A)
 the consent of the Borrower (such consent not to be unreasonably withheld or
 delayed) shall be required unless (1) a Default has occurred and is
 continuing at the time of such assignment or (2) such assignment is to a
 Lender, an Affiliate of a Lender or an Approved Fund; and 


	
 

	
 


	
 

	
                              (B)
 the consent of the Administrative Agent (such consent not to be unreasonably
 withheld or delayed) shall be required for assignments in respect of any
 Commitment if such assignment is to a Person that is not a Lender, an
 Affiliate of such Lender or an Approved Fund with respect to such Lender; and
 


	
 

	
 


	
 

	
                              (C)
 the consent of the L/C Issuer (such consent not to be unreasonably withheld
 or delayed) shall be required for any assignment that increases the
 obligation of the assignee to participate in exposure under one or more
 Letters of Credit (whether or not then outstanding); and 


	
 

	
 


	
 

	
                              (D)
 the consent of the Swing Line Lender (such consent not to be unreasonably
 withheld or delayed) shall be required for any assignment in respect of the
 assignment of any Commitment. 


	
 

	
 


	
 

	
                    (iv)
 Assignment and Assumption. The parties to each assignment shall
 execute and deliver to the Administrative Agent an Assignment and Assumption,
 together with a processing and recordation fee of $3,500, provided, however,
 that the Administrative Agent may, in its sole discretion, elect to waive
 such processing and recordation fee in the case of any assignment. The
 assignee, if it shall not be a Lender, shall deliver to the Administrative
 Agent an Administrative Questionnaire. 





Subject to
acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04
with respect to facts and circumstances occurring prior to the effective date
of such assignment. Upon request, the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this subsection shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance
with Section 10.06(d). 


                    (c)
Register. The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent’s Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, 


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and the
Commitments of, and principal amounts of the Loans and L/C Obligations owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, absent manifest error, and the
Loan Parties, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and
any Lender at any reasonable time and from time to time upon reasonable prior
notice. This Section 10.06(c) shall be construed so that the Loans and L/C
Obligations are at all times maintained in “registered form” within the meaning
of section 163(f), 871(h)(2) and 881(c) of the Code. 


                    (d)
Participations. Any Lender may at any time, without the consent of, or
notice to, the Loan Parties or the Administrative Agent, sell participations to
any Person (other than a natural person or the Loan Parties or any of the Loan
Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) such lender
shall remain the holder of its Loans and owner of its participation or other
interest in any Letter of Credit for all purposes hereunder, and (iv) the Loan
Parties, the Agents, the Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. Any Participant shall agree in writing to
comply with all confidentiality obligations set forth in Section 10.07 as if
such Participant was a Lender hereunder. 


          Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this
Section, the Loan Parties agree that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 10.06(b). To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.13 as though it were a Lender. 


                    (e)
Limitations upon Participant Rights. A Participant shall not be entitled
to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower’s prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section
3.01 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Loan Parties,
to comply with Section 3.01(e) as though it were a Lender. 



                    (f)
Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement (including
under its Note, if any) to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.  


                    (g)
Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be
deemed to include 


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electronic
signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act. 



                    (h)
Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon 10 days’ notice to the Borrower and the
Lenders, resign as L/C Issuer and/or (ii) upon 10 days’ notice to the Borrower,
resign as Swing Line Lender. In the event of any such resignation as L/C Issuer
or Swing Line Lender, the Borrower shall be entitled to appoint from among the
Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided,
however, that no failure by the Borrower to appoint any such successor shall
affect the resignation of Bank of America as L/C Issuer or Swing Line Lender,
as the case may be. If Bank of America resigns as L/C Issuer, it shall retain
all the rights, powers, privileges and duties of the L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Loans or fund
risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If
Bank of America resigns as Swing Line Lender, it shall retain all the rights of
the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation,
including the right to require the Lenders to make Base Rate Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).
Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender,
as the case may be, and (b) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to Bank of
America to effectively assume the obligations of Bank of America with respect
to such Letters of Credit.  


          10.07 Treatment of Certain Information;
Confidentiality. Each of the Credit Parties agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates’
respective partners, directors, officers, employees, agents, funding sources,
attorneys, advisors and representatives (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to
the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by
applicable Laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating
to any Loan Party and its obligations, (g) with the consent of the Borrower or
(h) to the extent such Information (x) becomes publicly available other than as
a result of a breach of this Section or (y) becomes available to any Credit
Party or any of their respective Affiliates on a non-confidential basis from a
source (only if such Credit Party has no knowledge that such source itself is
not in breach of a confidentiality obligation) other than the Loan Parties. 


-114-







          For
purposes of this Section, “Information” means all information received from the
Loan Parties or any Subsidiary thereof relating to the Loan Parties or any
Subsidiary thereof or their respective businesses, other than any such
information that is available to any Credit Party on a non-confidential basis
prior to disclosure by the Loan Parties or any Subsidiary thereof (provided
that if such information is furnished by a source known to such Credit Party to
be subject to a confidentiality obligation, such source, to the knowledge of
such Credit Party, is not in violation of such obligation by such disclosure).
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information. 


          Each
of the Credit Parties acknowledges that (a) the Information may include
material non-public information concerning the Loan Parties or a Subsidiary, as
the case may be, (b) it has developed compliance procedures regarding the use
of material non-public information and (c) it will handle such material non-public
information in accordance with applicable Law, including Federal and state
securities Laws. 


          10.08
Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender, the L/C Issuer and each of their
respective Affiliates is hereby authorized at any time and from time to time,
after obtaining the prior written consent of the Administrative Agent or the
Required Lenders, to the fullest extent permitted by applicable law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final, in whatever currency) at any time held and other obligations (in
whatever currency) at any time owing by such Lender, the L/C Issuer or any such
Affiliate to or for the credit or the account of the Borrower or any other Loan
Party against any and all of the Obligations and Other Liabilities then due
under this Agreement or any other Loan Document to such Lender or the L/C
Issuer, regardless of the adequacy of the Collateral, and irrespective of whether
or not such Lender or the L/C Issuer shall have made any demand under this
Agreement or any other Loan Document and although such obligations of the
Borrower or such Loan Party are owed to a branch or office of such Lender or
the L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness. The rights of each Lender, the L/C Issuer and
their respective Affiliates under this Section are in addition to other rights
and remedies (including other rights of setoff) that such Lender, the L/C
Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer
agrees to notify the Borrower and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such
notice shall not affect the validity of such setoff and application. 


          10.09
Interest Rate Limitation. Notwithstanding anything to
the contrary contained in any Loan Document, the interest paid or agreed to be
paid under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the “Maximum Rate”). If the
Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower.
In determining whether the interest contracted for, charged, or received by the
Administrative Agent or a 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 Obligations hereunder. 


          10.10
Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter 


-115-







hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy or other electronic image scan transmission
(e.g., “pdf” or “tiff” via email) shall be as effective as delivery of a
manually executed counterpart of this Agreement. 


           10.11
Survival. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. Such representations and warranties
have been or will be relied upon by the Credit Parties, regardless of any
investigation made by any Credit Party or on their behalf and notwithstanding
that any Credit Party may have had notice or knowledge of any Default at the
time of any Credit Extension, and shall continue in full force and effect as long
as any Loan or any other Obligation (other than any contingent indemnification
obligations for which no claim has then been asserted) hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
Further, the provisions of Sections 3.01, 3.04, 3.05 and 10.04 and Article IX
shall survive and remain in full force and effect regardless of the repayment
of the Obligations, the expiration or termination of the Letters of Credit and
the Commitments or the termination of this Agreement or any provision hereof.
In connection with the termination of this Agreement and the release and
termination of the security interests in the Collateral, the Agents may require
such indemnities and collateral security as they shall reasonably deem
necessary or appropriate to protect the Credit Parties against (x) loss on
account of credits previously applied to the Obligations that may subsequently
be reversed or revoked, and (y) any obligations that may thereafter arise with
respect to the Other Liabilities. 


           10.12
Severability. If any provision of this Agreement or
the other Loan Documents is held to be illegal, invalid or unenforceable, (a)
the legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. 


           10.13
Replacement of Lenders. If any Lender requests
compensation under Section 3.04, or if any Lender delivers a notice described
in Section 3.02, or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 3.01, or if any Lender is a Defaulting Lender or a Non-Consenting
Lender, then the Borrower may, at its sole expense and effort, upon notice to
such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 10.06), all of its interests,
rights and obligations under this Agreement and the related Loan Documents to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that: 


	
 

	
 


	
 

	
          (a)
 the Borrower shall have paid to the Administrative Agent the assignment fee
 specified in Section 10.06(b); 


	
 

	
 


	
 

	
          (b)
 such Lender shall have received payment of an amount equal to the outstanding
 principal of its Loans and L/C Advances being so assigned, accrued interest
 thereon, accrued fees and all other amounts payable to it in respect thereof
 hereunder and under the other Loan Documents (including any amounts under
 Section 3.05) from the assignee (to the extent of such 





-116-







	
 

	
 


	
 

	
outstanding
 principal and accrued interest and fees) or the Borrower (in the case of all
 other amounts); 


	
 

	
 


	
 

	
          (c)
 in the case of any such assignment resulting from a claim for compensation
 under Section 3.04 or payments required to be made pursuant to Section 3.01,
 such assignment will result in a reduction in such compensation or payments
 thereafter; and 


	
 

	
 


	
 

	
          (d)
 such assignment does not conflict with applicable Laws.





A Lender shall
not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply. 


          10.14
Governing Law; Jurisdiction; Etc. 


                      (a)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF
LAWS RULES THEREOF, BUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND
5-1402). 


                      (b)
SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION (EXCEPT AS PROVIDED IN CLAUSE (e) BELOW) OF THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE LOAN PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE LOAN PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 


                      (c)
WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE LOAN PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT. 


-117-








                    (d)
SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.  


          10.15
Waiver of Jury Trial. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY AND WHETHER INITIATED BY OR AGAINST SUCH
PERSON OR IN WHICH ANY SUCH PERSON IS JOINED AS A PARTY LITIGANT). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 


          10.16
No Advisory or Fiduciary Responsibility. In connection
with all aspects of each transaction contemplated hereby, the Loan Parties each
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 Parties, on the one hand, and the Credit Parties, 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, each Credit Party 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) none of the Credit Parties has assumed
or will 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 any of the Credit Parties has advised or is currently advising any Loan
Party or any of its Affiliates on other matters) and none of the Credit Parties
has any obligation to any Loan Party or any of its Affiliates with respect to
the transactions contemplated hereby except those obligations expressly set
forth herein and in the other Loan Documents; (iv) the Credit Parties and their
respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Loan Parties and their
respective Affiliates, and none of the Credit Parties has any obligation to
disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (v) the Credit Parties have not provided and will not provide
any legal, accounting, regulatory or tax advice with respect to any of the
transactions contemplated hereby (including any amendment, waiver or other
modification hereof or of any other Loan Document) and each of the Loan Parties
has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate. Each of the Loan Parties hereby waives and
releases, to the fullest extent permitted by law, any claims that it may have
against each of the Credit Parties with respect to any breach or alleged breach
of agency or fiduciary duty. 


          10.17
USA PATRIOT Act Notice. Each Lender that is subject to
the Act (as hereinafter defined) and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the 


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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 each Loan Party, which
information includes the name and address of each Loan Party and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify each Loan Party in accordance with the Act. Each Loan
Party is in compliance, in all material respects, with the Patriot Act. No part
of the proceeds of the 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.  


           10.18
Foreign Asset Control Regulations. Neither of the
advance of the Loans nor the use of the proceeds of any thereof will violate
the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading
With the Enemy Act”) or any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) (the “Foreign Assets Control Regulations”)
or any enabling legislation or executive order relating thereto (which for the
avoidance of doubt shall include, but shall not be limited to (a) Executive
Order 13224 of September 21, 2001 Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore,
none of the Loan Parties or their Affiliates (a) is or will become a “blocked
person” as described in the Executive Order, the Trading With the Enemy Act or
the Foreign Assets Control Regulations or (b) engages or will engage in any
dealings or transactions, or be otherwise associated, with any such “blocked
person” or in any manner violative of any such order. 


           10.19
Time of the Essence. Time is of the essence of the
Loan Documents. 


           10.20
Press Releases.


	
 

	
 


	
 

	
         (a)
 Each Credit Party agrees that neither it nor its Affiliates will in the
 future issue any press releases or other public disclosure using the name of
 the Administrative Agent or its Affiliates or referring to this Agreement or
 the other Loan Documents without at least two (2) Business Days’ prior notice
 to the Administrative Agent and without the prior written consent of the
 Administrative Agent unless (and only to the extent that) such Credit Party
 or Affiliate is required to do so under applicable Law and then, in any
 event, such Credit Party or Affiliate will consult with the Administrative
 Agent before issuing such press release or other public disclosure. 


	
 

	
 


	
 

	
         (b)
 Each Credit Party agrees that neither it nor its Affiliates will in the
 future issue any press releases or other public disclosure using the name of
 the Borrower or its Subsidiaries without at least two (2) Business Days’
 prior notice to the Administrative Agent and the Borrower and without the
 prior written consent of the Administrative Agent and the Borrower unless
 (and only to the extent that) such Credit Party or Affiliate is required to
 do so under applicable Law and then, in any event, such Credit Party or
 Affiliate will consult with the Borrower before issuing such press release or
 other public disclosure. Subject to the foregoing, each Loan Party consents
 to the publication by Administrative Agent or any Lender of advertising
 material relating to the financing transactions contemplated by this
 Agreement using any Loan Party’s name, product photographs, logo or trademark
 upon the Borrower’s approval, not to be unreasonably withheld. Administrative
 Agent or such Lender shall provide a draft reasonably in advance of any
 advertising material to the Borrower for review and comment prior to the 





-119-







	
 

	
 


	
 

	
publication
 thereof. Administrative Agent reserves the right to provide to industry trade
 organizations information necessary and customary for inclusion in league
 table measurements.





             10.21
Additional Waivers.


                      (a)
The Obligations are the joint and several obligation of each Loan Party. To the
fullest extent permitted by Applicable Law, the obligations of each Loan Party
shall not be affected by (i) the failure of any Credit Party to assert any
claim or demand or to enforce or exercise any right or remedy against any other
Loan Party under the provisions of this Agreement, any other Loan Document or
otherwise, (ii) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of, this Agreement or any other
Loan Document, or (iii) the failure to perfect any security interest in, or the
release of, any of the Collateral or other security held by or on behalf of the
Collateral Agent or any other Credit Party. 


                      (b)
The obligations of each Loan Party shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Obligations after the termination
of the Commitments), including any claim of waiver, release, surrender,
alteration or compromise of any of the Obligations, and shall not be subject to
any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of any of the
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Loan Party hereunder shall not be discharged or impaired or
otherwise affected by the failure of any Agent or any other Credit Party to
assert any claim or demand or to enforce any remedy under this Agreement, any
other Loan Document or any other agreement, by any waiver or modification of
any provision of any thereof, any default, failure or delay, willful or
otherwise, in the performance of any of the Obligations, or by any other act or
omission that may or might in any manner or to any extent vary the risk of any
Loan Party or that would otherwise operate as a discharge of any Loan Party as
a matter of law or equity (other than the indefeasible payment in full in cash
of all the Obligations after the termination of the Commitments). 


                      (c)
To the fullest extent permitted by applicable Law, each Loan Party waives any
defense based on or arising out of any defense of any other Loan Party or the
unenforceability of the Obligations or any part thereof from any cause, or the
cessation from any cause of the liability of any other Loan Party, other than
the indefeasible payment in full in cash of all the Obligations and the
termination of the Commitments. The Collateral Agent and the other Credit
Parties may, at their election, foreclose on any security held by one or more
of them by one or more judicial or non-judicial sales, accept an assignment of
any such security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with any other Loan Party, or
exercise any other right or remedy available to them against any other Loan
Party, without affecting or impairing in any way the liability of any Loan
Party hereunder except to the extent that all the Obligations have been
indefeasibly paid in full in cash and the Commitments have been terminated.
Each Loan Party waives any defense arising out of any such election even though
such election operates, pursuant to applicable Law, to impair or to extinguish
any right of reimbursement or subrogation or other right or remedy of such Loan
Party against any other Loan Party, as the case may be, or any security. 


                      (d)
Upon payment by any Loan Party of any Obligations, all rights of such Loan
Party against any other Loan Party arising as a result thereof by way of right
of subrogation, contribution, reimbursement, indemnity or otherwise shall in
all respects be subordinate and junior in right of payment to the prior
indefeasible payment in full in cash of all the Obligations and the termination
of the Commitments. In addition, any indebtedness of any Loan Party now or
hereafter held by any other Loan Party is hereby subordinated in right of
payment to the prior indefeasible payment in full of the Obligations and no
Loan Party will demand, sue for or otherwise attempt to collect any such 


-120-







indebtedness.
If any amount shall erroneously be paid to any Loan Party on account of (i)
such subrogation, contribution, reimbursement, indemnity or similar right or
(ii) any such indebtedness of any Loan Party, such amount shall be held in
trust for the benefit of the Credit Parties and shall forthwith be paid to the
Administrative Agent to be credited against the payment of the Obligations,
whether matured or unmatured, in accordance with the terms of this Agreement
and the other Loan Documents. Subject to the foregoing, to the extent that any
Loan Party shall, under this Agreement as a joint and several obligor, repay
any of the Obligations constituting Loans made to the Borrower hereunder or
other Obligations incurred directly and primarily by the Borrower or any other
Loan Party (an “Accommodation Payment”), then the Loan Party making such
Accommodation Payment shall be entitled to contribution and indemnification
from, and be reimbursed by, each of the other Loan Parties in an amount, for
each of such other Loan Parties, equal to a fraction of such Accommodation
Payment, the numerator of which fraction is such other Loan Party’s Allocable
Amount and the denominator of which is the sum of the Allocable Amounts
of all of the Loan Parties. As of any date of determination, the “Allocable
Amount” of each Loan Party shall be equal to the maximum amount of liability
for Accommodation Payments which could be asserted against such Loan Party
hereunder without (a) rendering such Loan Party “insolvent” within the meaning
of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent
Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance
Act (“UFCA”), (b) leaving such Loan Party with unreasonably small
capital or assets, within the meaning of Section 548 of the Bankruptcy Code,
Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Loan Party
unable to pay its debts as they become due within the meaning of Section 548 of
the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. 


          10.22
No Strict Construction. 


          The
parties hereto have participated jointly in the negotiation and drafting of
this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties hereto and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provisions
of this Agreement. 


          10.23
Attachments. 


          The
exhibits, schedules and annexes attached to this Agreement are incorporated herein
and shall be considered a part of this Agreement for the purposes stated
herein, except that in the event of any conflict between any of the provisions
of such exhibits and the provisions of this Agreement, the provisions of this
Agreement shall prevail. 


[signature pages follow]


-121-







          IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
date first above written. 


	
 

	
 


	
 

	
BORROWER:


	
 

	
 


	
 

	
FOOT LOCKER,
 INC.








	
 

	
 

	
 


	
 

	
By: 

	
/s/ John A.
 Maurer


	
 

	
 

	



	
 

	
Name: 

	
  John
 A. Maurer


	
 

	
Title: 

	
  Vice
 President and Treasurer








	
 

	
 


	
 

	
GUARANTORS:


	
 

	
 


	
 

	
FOOT LOCKER
 RETAIL, INC.


	
 

	
TEAM EDITION
 APPAREL, INC.


	
 

	
FOOT LOCKER
 STORES, INC.


	
 

	
FOOT LOCKER
 SPECIALTY, INC.


	
 

	
ROBBY’S
 SPORTING GOODS, INC.


	
 

	
FOOT LOCKER
 CORPORATE SERVICES, INC.


	
 

	
FOOT LOCKER
 HOLDINGS, INC.


	
 

	
FOOT LOCKER
 SOURCING, INC.


	
 

	
FOOT LOCKER
 OPERATIONS, LLC


	
 

	
FL RETAIL
 OPERATIONS LLC


	
 

	
FL SPECIALTY
 OPERATIONS LLC


	
 

	
FL EUROPE
 HOLDINGS, INC.


	
 

	
FL CANADA
 HOLDINGS, INC.


	
 

	
FOOT LOCKER
 ASIA, INC.


	
 

	
FL CORPORATE
 NY, LLC


	
 

	
FL RETAIL
 NY, LLC


	
 

	
FL SPECIALTY
 NY, LLC


	
 

	
FOOT LOCKER
 CARD SERVICES LLC


	
 

	
as to each
 of the foregoing








	
 

	
 

	
 


	
 

	
By: 

	
/s/ John A.
 Maurer


	
 

	
 

	



	
 

	
Name: 

	
  John
 A. Maurer


	
 

	
Title: 

	
  Vice
 President and Treasurer





Signature Page to Credit Agreement







	
 

	
 

	
 


	
 

	
BANK OF AMERICA, N.A., as


	
 

	
Administrative
 Agent and as Collateral Agent


	
 

	
 

	
 


	
 

	
By: 

	
/s/
 Christine Hutchinson


	
 

	
 

	



	
 

	
Name: 

	
Christine
 Hutchinson


	
 

	
Title: 

	
Principal





Signature Page to Credit Agreement







	
 

	
 

	
 


	
 

	
BANK OF AMERICA, N.A., as L/C Issuer, as


	
 

	
Swing Line
 Lender and as a Lender


	
 

	
 

	
 


	
 

	
By: 

	
/s/
 Christine Hutchinson


	
 

	
 

	



	
 

	
Name: 

	
Christine
 Hutchinson


	
 

	
Title: 

	
Principal





Signature Page to Credit Agreement







	
 

	
 

	
 


	
 

	
JPMORGAN CHASE BANK, N.A., as Co-


	
 

	
Syndication
 Agent and as a Lender


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Kathleen
 C. Maggi


	
 

	
 

	



	
 

	
Name: 

	
Kathleen C.
 Maggi


	
 

	
 

	



	
 

	
Title:

	
SVP


	
 

	
 

	






Signature Page to Credit Agreement







	
 

	
 

	
 


	
 

	
WELLS FARGO RETAIL FINANCE, LLC,


	
 

	
as
 Co-Syndication Agent and as a Lender


	
 

	
 

	
 


	
 

	
By: 

	
/s/ James R.
 Dore


	
 

	
 

	



	
 

	
Name: 

	
James R.
 Dore


	
 

	
 

	



	
 

	
Title: 

	
Executive
 Vice President


	
 

	
 

	






Signature Page to Credit Agreement







	
 

	
 

	
 


	
 

	
U.S. BANK NATIONAL ASSOCIATION, as


	
 

	
Documentation
 Agent and as a Lender


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Jeffrey
 S. Gruender


	
 

	
 

	



	
 

	
Name: 

	
Jeffrey S.
 Gruender


	
 

	
 

	



	
 

	
Title: 

	
VP –
 Business Credit


	
 

	
 

	






Signature Page to Credit Agreement







	
 

	
 

	
 


	
 

	
CAPITAL ONE LEVERAGE FINANCE


	
 

	
CORPORATION, as a Lender


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Nick
 Malatestinic


	
 

	
 

	



	
 

	
Name: 

	
Nick
 Malatestinic


	
 

	
 

	



	
 

	
Title: 

	
SVP


	
 

	
 

	






Signature Page to Credit Agreement







	
 

	
 

	
 


	
 

	
HSBC BUSINESS CREDIT (USA) INC., and


	
 

	
as a Lender


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Thomas
 A. Getty, Jr.


	
 

	
 

	



	
 

	
Name: 

	
Thomas A.
 Getty, Jr.


	
 

	
 

	



	
 

	
Title: 

	
Vice
 President


	
 

	
 

	






Signature Page to Credit Agreement







SCHEDULE 1.01 


Schedule 1.01


Guarantors


	
 


	
Foot Locker
 Stores, Inc.


	
Robby’s
 Sporting Goods, Inc.


	
Team Edition
 Apparel, Inc.


	
Foot Locker
 Corporate Services, Inc.


	
Foot Locker
 Holdings, Inc.


	
Foot Locker
 Retail, Inc.


	
FL Retail
 Operations LLC


	
FL Specialty
 Operations LLC


	
Foot Locker
 Sourcing, Inc.


	
Foot Locker
 Specialty, Inc.


	
FL Europe
 Holdings, Inc.


	
Foot Locker
 Operations, LLC


	
FL Canada
 Holdings, Inc.


	
Foot Locker
 Asia, Inc.


	
FL Corporate
 NY, LLC


	
FL Retail
 NY, LLC


	
FL Specialty
 NY, LLC


	
Foot Locker
 Card Services LLC





 







SCHEDULE 1.02 


Schedule 1.02


Immaterial Subsidiaries


	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
 

	
State or Other

 Jurisdiction of Incorporation


	


	
 

	
 

	



	
Foot Locker China, Inc.

	
 

	
 

	
Delaware


	
FLE Management B.V.

	
 

	
 

	
Netherlands


	
Foot Locker Europe.com
 B.V.

	
 

	
 

	
Netherlands


	
Foot Locker Japan, Inc.

	
 

	
 

	
Delaware


	
Foot Locker Retail New
 York, Inc.

	
 

	
 

	
Delaware


	
Foot Locker Specialty New
 York, Inc.

	
 

	
 

	
Delaware


	
Foot Locker (Thailand)
 Co., Ltd.

	
 

	
 

	
Thailand


	
Foot Locker Realty Europe
 Limited

	
 

	
 

	
U.K.


	
Kids Mart, Inc.

	
 

	
 

	
Florida


	
Kids Mart, Inc.

	
 

	
 

	
Delaware


	
Little Folk Shop Inc.

	
 

	
 

	
Delaware


	
Randy River, Inc.

	
 

	
 

	
Delaware


	
Custom Cut, Inc.

	
 

	
 

	
Delaware


	
RX Place, Inc.

	
 

	
 

	
Delaware


	
Specialty Times, Inc.

	
 

	
 

	
Delaware


	
Venator Group
 Administration, Inc.

	
 

	
 

	
Delaware


	
AB Specialty, Inc.

	
 

	
 

	
Delaware


	
Barclay Park and Church
 Advertising Inc.

	
 

	
 

	
Delaware


	
Checklot Service Center,
 Inc.

	
 

	
 

	
Delaware


	
Frame Scene, Inc.

	
 

	
 

	
Delaware


	
Herald Square Stationers,
 Inc.

	
 

	
 

	
Delaware


	
Lamston 37-33/45
 Seventy-Fourth Street Corp.

	
 

	
 

	
New York


	
Lamston 69-73/5 Grand
 Avenue Corp.

	
 

	
 

	
New York


	
Lamston 1279 Third Avenue
 Corp.

	
 

	
 

	
New York


	
Red Grille of Hawaii, Inc.

	
 

	
 

	
Delaware


	
Red Grille of Louisiana,
 Inc.

	
 

	
 

	
Delaware


	
Trade Center Realty, Inc.

	
 

	
 

	
Delaware


	
Woolco Fashionwear Corp.

	
 

	
 

	
Delaware


	
Woolco Inc.

	
 

	
 

	
Delaware


	
233 Broadway, Inc.

	
 

	
 

	
New York


	
340 Supply Co.

	
 

	
 

	
Pennsylvania


	
Venator Group Franchises
 LLC

	
 

	
 

	
Delaware


	
Rosedale Accessory Lady,
 Inc.

	
 

	
 

	
Minnesota


	
Accessory Lady, Inc.

	
 

	
 

	
Texas


	
Atlanta Southlake
 Accessory Lady, Inc.

	
 

	
 

	
Georgia


	
Beachwood Accessory Lady,
 Inc.

	
 

	
 

	
Ohio


	
Brea Accessory Lady, Inc.

	
 

	
 

	
California


	
Bridgewater Commons
 Accessory Lady, Inc.

	
 

	
 

	
New Jersey


	
Buckland Hills Accessory
 Lady, Inc.

	
 

	
 

	
Connecticut


	
Cherry Hill Accessory
 Lady, Inc.

	
 

	
 

	
New Jersey


	
Chesterfield Accessory
 Lady, Inc.

	
 

	
 

	
Virginia


	
Chicago Accessory Lady,
 Inc.

	
 

	
 

	
Illinois


	
Copley Place Accessory
 Lady, Inc.

	
 

	
 

	
Massachusetts





 







	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
 

	
State or Other

 Jurisdiction of Incorporation


	


	
 

	
 

	



	
Colonie Center Accessory
 Lady, Inc.

	
 

	
 

	
New York


	
Crabtree Mall Accessory
 Lady, Inc.

	
 

	
 

	
North Carolina


	
Dadeland Center Accessory
 Lady, Inc.

	
 

	
 

	
Florida


	
Delamo Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Fashion Valley Accessory
 Lady, Inc.

	
 

	
 

	
California


	
Four Seasons Accessory
 Lady, Inc.

	
 

	
 

	
North Carolina


	
Fox Valley Accessory Lady,
 Inc.

	
 

	
 

	
Illinois


	
Garden State Accessory
 Lady, Inc.

	
 

	
 

	
New Jersey


	
The Gardens Accessory
 Lady, Inc.

	
 

	
 

	
Florida


	
Glendale Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Grand Avenue Accessory
 Lady, Inc.

	
 

	
 

	
Wisconsin


	
Hanes Mall Accessory Lady,
 Inc.

	
 

	
 

	
North Carolina


	
Hawthorne Center (IL.)
 Accessory Lady, Inc.

	
 

	
 

	
Illinois


	
Lakeside Accessory Lady,
 Inc.

	
 

	
 

	
Louisiana


	
Mainplace Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Mall Del Norte Accessory
 Lady, Inc.

	
 

	
 

	
Texas


	
McAllen Accessory Lady,
 Inc.

	
 

	
 

	
Texas


	
Penn Square Accessory
 Lady, Inc.

	
 

	
 

	
Oklahoma


	
Pentagon City Accessory
 Lady, Inc.

	
 

	
 

	
Virginia


	
Raceway Accessory Lady,
 Inc.

	
 

	
 

	
New Jersey


	
Randhurst Accessory Lady,
 Inc.

	
 

	
 

	
Illinois


	
Regency Square Accessory
 Lady, Inc.

	
 

	
 

	
Florida


	
Ridgedale Accessory Lady,
 Inc.

	
 

	
 

	
Minnesota


	
McLean Accessory Lady,
 Inc.

	
 

	
 

	
Virginia


	
Menlo Park Accessory Lady,
 Inc.

	
 

	
 

	
New Jersey


	
Montclair Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Montgomery Accessory Lady,
 Inc.

	
 

	
 

	
Maryland


	
Northbrook Accessory Lady,
 Inc.

	
 

	
 

	
Illinois


	
North County Fair
 Accessory Lady, Inc.

	
 

	
 

	
California


	
Northridge Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Oakbrook Center Accessory
 Lady, Inc.

	
 

	
 

	
Illinois


	
The Oaks Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Orlando Accessory Lady,
 Inc.

	
 

	
 

	
Florida


	
Paradise Valley Accessory
 Lady, Inc.

	
 

	
 

	
Arizona


	
Palm Beach Mall Accessory
 Lady, Inc.

	
 

	
 

	
Florida


	
Paramus Park Accessory Lady,
 Inc.

	
 

	
 

	
New Jersey


	
The Parks Accessory Lady,
 Inc.

	
 

	
 

	
Texas


	
Riverside Hackensack
 Accessory Lady, Inc.

	
 

	
 

	
New Jersey


	
Roosevelt Field Accessory
 Lady, Inc.

	
 

	
 

	
New York


	
Scottsdale Accessory Lady,
 Inc.

	
 

	
 

	
Arizona


	
Southdale Accessory Lady,
 Inc.

	
 

	
 

	
Minnesota


	
St. Louis Galleria
 Accessory Lady, Inc.

	
 

	
 

	
Missouri


	
Stoneridge Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Stonestown Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Sunrise Boulevard (Fla.)
 Accessory Lady, Inc.

	
 

	
 

	
Florida


	
Sunvalley Accessory Lady,
 Inc.

	
 

	
 

	
California


	
Towson Accessory Lady,
 Inc.

	
 

	
 

	
Maryland


	
Tri-County Accessory Lady,
 Inc.

	
 

	
 

	
Ohio


	
Tysons Corner Accessory
 Lady, Inc.

	
 

	
 

	
Virginia





 







	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
 

	
State or Other

 Jurisdiction of Incorporation


	


	
 

	
 

	



	
Valley Fair Accessory
 Lady, Inc.

	
 

	
 

	
California


	
Willowbrook Accessory
 Lady, Inc.

	
 

	
 

	
New Jersey


	
Woodman Avenue Accessory
 Lady, Inc.

	
 

	
 

	
California


	
Armel, Inc.

	
 

	
 

	
Florida


	
Armel Acquisition, Inc.

	
 

	
 

	
Florida


	
Champs of Crossgates, Inc.

	
 

	
 

	
Florida


	
Champs of Holyoke, Inc.

	
 

	
 

	
Florida


	
Champs Sporting Goods of
 Esplanade, Inc.

	
 

	
 

	
Florida


	
Champs Sporting Goods,
 Inc.

	
 

	
 

	
Tennessee


	
Champs Sport Shops, Inc.
 of Maryville

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Cutler Ridge

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Broward

	
 

	
 

	
Florida


	
Champs Sport Shops of
 Daytona, Inc.

	
 

	
 

	
Florida


	
San Del of Jacksonville,
 Inc.

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of 163rd Street

	
 

	
 

	
Florida


	
San Del, Inc. of Atlanta

	
 

	
 

	
Florida


	
Champs Four Seasons, Inc.

	
 

	
 

	
North Carolina


	
Joe Chichelo, Inc.

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc. of
 Aventura

	
 

	
 

	
Florida


	
Champs Sporting Goods of
 N.C., Inc.

	
 

	
 

	
North Carolina


	
Champs Sport Shops, Inc.
 of Miami International

	
 

	
 

	
Florida


	
Champs Sporting Goods,
 Inc.

	
 

	
 

	
Louisiana


	
Champs Sport Shops, Inc.
 of Omni

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Nashville

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Houston

	
 

	
 

	
Florida


	
Champs Sport Shops, Inc.
 of Fort Lauderdale

	
 

	
 

	
Florida


	
Sneakers Inc. of
 Greensboro

	
 

	
 

	
North Carolina


	
Sneakers Inc. of Knoxville

	
 

	
 

	
Tennessee


	
Sneakers Inc. of Daytona
 Beach

	
 

	
 

	
Florida


	
Champs of Maryland, Inc.

	
 

	
 

	
Florida


	
Champs of Virginia, Inc.

	
 

	
 

	
Florida


	
SneaKee Feet of Maryland,
 Inc.

	
 

	
 

	
Florida


	
SneaKee Feet of Montgomery
 Village, Inc.

	
 

	
 

	
Florida


	
SneaKee Feet of North
 Carolina, Inc.

	
 

	
 

	
Florida


	
Runner-Up of Orlando, Inc.

	
 

	
 

	
Florida


	
SneaKee Feet of Tampa,
 Inc.

	
 

	
 

	
Florida


	
SneaKee Feet, Inc.

	
 

	
 

	
Florida


	
Champs of Missouri, Inc.

	
 

	
 

	
Missouri


	
Champs Sport Shops of
 Maryland, Inc.

	
 

	
 

	
Maryland


	
Champs of Connecticut,
 Inc.

	
 

	
 

	
Connecticut


	
Champs Sport Shops of
 Massachusetts, Inc.

	
 

	
 

	
Massachusetts


	
Champs of Georgia, Inc.

	
 

	
 

	
Georgia


	
Champs of New Jersey, Inc.

	
 

	
 

	
New Jersey


	
Champs of Oklahoma, Inc.

	
 

	
 

	
Oklahoma


	
Champs of Tennessee, Inc.

	
 

	
 

	
Tennessee


	
SneaKee Feet of Washington
 Outlet Mall, Inc.

	
 

	
 

	
Florida


	
Foot Locker Atlantic City,
 LLC

	
 

	
 

	
Delaware


	
Menlo Trading Company

	
 

	
 

	
California





 







	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
 

	
State or Other

 Jurisdiction of Incorporation


	


	
 

	
 

	



	
Athletic Shoe Factory,
 Inc.

	
 

	
 

	
California


	
Janess Properties, Inc.

	
 

	
 

	
Delaware


	
Foot Locker Investments
 LLC

	
 

	
 

	
Delaware


	
Kinney Trading Corp.

	
 

	
 

	
New York


	
SFMB Specialty Corporation

	
 

	
 

	
California


	
Foot Locker Realty
 Corporation

	
 

	
 

	
New York


	
Foot Locker Pacific
 Holdings, Inc.

	
 

	
 

	
Delaware


	
Woolworth Holding S. de
 R.L. de C.V.

	
 

	
 

	
Mexico


	
Foot Locker de Mexico,
 S.A. de C.V.

	
 

	
 

	
Mexico


	
Distribuidora Foot Locker
 S.A. de C.V.

	
 

	
 

	
Mexico


	
3093459 Nova Scotia
 Limited

	
 

	
 

	
Nova Scotia


	
Foot Locker Europe CV LP,
 LLC

	
 

	
 

	
Delaware


	
FLE CV GP, LLC

	
 

	
 

	
Delaware


	
Venator Group Sourcing
 Taiwan LLC

	
 

	
 

	
Delaware


	
FL Corporate NY LLC

	
 

	
 

	
New York


	
Foot Locker Germany
 Management GmbH

	
 

	
 

	
Germany


	
Foot Locker (Shoes) Ltd.

	
 

	
 

	
Ireland


	
Foot Locker Istanbul
 Sports Wear Industry and Commerce LLP

	
 

	
 

	
Turkey


	
Foot Locker Dominican
 Republic, LLC

	
 

	
 

	
Delaware





 







SCHEDULE 2.01 


Schedule 2.01


Commitments and Applicable Percentages


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Lender

	
 

	
Commitment

	
 

	
Applicable

 Percentage

	
 


	


	
 

	


	
 

	


	
 


	
Bank of America, N.A.

	
 

	
$

	
55,000,000.00

	
 

	
27.5000

	
%

	
 


	
JPMorgan Chase Bank, N.A.

	
 

	
$

	
37,500,000.00

	
 

	
18.7500

	
%

	
 


	
Wells Fargo Retail Finance, LLC

	
 

	
$

	
37,500,000.00

	
 

	
18.7500

	
%

	
 


	
U.S. Bank National Association

	
 

	
$

	
30,000,000.00

	
 

	
15.0000

	
%

	
 


	
Capital One Leverage Finance Corp.

	
 

	
$

	
25,000,000.00

	
 

	
12.5000

	
%

	
 


	
HSBC Business Credit (USA) Inc.

	
 

	
$

	
15,000,000.00

	
 

	
7.5000

	
%

	
 


	
TOTAL

	
 

	
$

	
200,000,000.00

	
 

	
100.0000

	
%

	
 





 







	
 

	
 


	
SCHEDULE 4.01


	
 


	
Schedule 4.01


	
 


	
Security Documents and other Loan Documents


	
 


	
Security
 Documents


	
 

	
 


	
1)

	
Security
 Agreement by and among the Collateral Agent and the Loan Parties (as Pledgors
 thereunder), together with all schedules and exhibits annexed thereto 


	
 

	
 


	
2)

	
Pledged
 Securities (as defined in the Security Agreement) listed in Schedule III of
 the Security Agreement, accompanied by instruments of transfer duly executed
 in blank 


	
 

	
 


	
3)

	
Instruments
 listed in Schedule IV of the Security Agreement, accompanied by instruments
 of transfer or assignment duly executed in blank 


	
 

	
 


	
Other Loan
 Documents 


	
 

	
 


	
1)

	
Facility
 Guaranty 


	
 

	
 


	
2)

	
Due
 Diligence Certificate (as defined in the Security Agreement), together with
 all schedules annexed thereto 


	
 

	
 


	
3)

	
That certain
 Post-Closing Letter by and among the Administrative Agent and the Loan
 Parties, together with all exhibits annexed thereto 





 







SCHEDULE 5.01 


Schedule 5.01


Loan Parties Organizational Information


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
Type of

 Organization

	
 

	
Jurisdiction of

 Organization/

 Formation

	
 

	
Organizational

 Identification

 Number

	
 

	
Federal

 Taxpayer

 Identification

 Number


	


	
 

	


	
 

	


	
 

	


	
 

	



	
Foot Locker, Inc.

	
 

	
corporation

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
13-3513936


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Stores, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
2203435

	
 

	
13-3533483


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Robby’s Sporting Goods,
 Inc.

	
 

	
corporation

	
 

	
Florida

	
 

	
492970

	
 

	
59-1641036


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Team Edition Apparel, Inc.

	
 

	
corporation

	
 

	
Florida

	
 

	
324141

	
 

	
59-1202727


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Corporate
 Services, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
0861249

	
 

	
22-2223346


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Holdings, Inc.

	
 

	
corporation

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
13-2630755


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Retail, Inc.

	
 

	
corporation

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
13-1988404


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Retail Operations LLC

	
 

	
limited
 liability company

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
20-0991785


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Specialty Operations
 LLC

	
 

	
limited
 liability company

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
20-0991731


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Sourcing, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
0837376

	
 

	
13-2936366


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Specialty,
 Inc.

	
 

	
corporation

	
 

	
New
 York

	
 

	
not
 issued

	
 

	
13-5493340


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Europe Holdings, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
3587453

	
 

	
57-1161169


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Operations,
 LLC

	
 

	
limited
 liability company

	
 

	
Delaware

	
 

	
3365517

	
 

	
81-0584311


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Canada Holdings, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
3469381

	
 

	
16-1625677


	
 





 







	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
Type of

 Organization

	
 

	
Jurisdiction of

 Organization/

 Formation

	
 

	
Organizational

 Identification

 Number

	
 

	
Federal

 Taxpayer

 Identification

 Number


	


	
 

	


	
 

	


	
 

	


	
 

	



	
Foot Locker Asia, Inc.

	
 

	
corporation

	
 

	
Delaware

	
 

	
2354272

	
 

	
13-3741700


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Corporate NY, LLC

	
 

	
limited
 liability company

	
 

	
Delaware

	
 

	
3702777

	
 

	
20-0214890


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Retail NY, LLC

	
 

	
limited
 liability company

	
 

	
Delaware

	
 

	
3702776

	
 

	
20-0214844


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
FL Specialty NY, LLC

	
 

	
limited
 liability company

	
 

	
Delaware

	
 

	
3702775

	
 

	
20-0214872


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Card Services
 LLC

	
 

	
limited
 liability company

	
 

	
Virginia

	
 

	
S131151-5

	
 

	
20-2247388





 







SCHEDULE 5.05 


Schedule 5.05


Material Indebtedness


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
BONDS

	
 

	
 

	
 

	
 

	
 

	
 


	
 


	
Bonds
 Outstanding

	
 

	
Custodian
 Bank

	
 

	
Pay

	
 

	
Maturity


	


	
 

	


	
 

	


	
 

	



	
123,008,000

	
 

	
Bank of New
 York

	
 

	
8.50%

	
 

	
1/15/2022





 







SCHEDULE 5.06


Schedule 5.06


Litigation


NONE


 







SCHEDULE 5.08(b)(1)


Schedule 5.08(b)(1)


Owned Real Estate


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Owner

	
 

	
Division

	
 

	
Street Address, County,

 State of Owned Property

	
 

	
Subject to

 Mortgage or Liens


	


	
 

	


	
 

	


	
 

	



	
Team Edition

 Apparel, Inc.

	
 

	
Team Edition Apparel

	
 

	
4208 19th
 Street Ct. East

 Bradenton, FL 34208

	
 

	
None


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Robby’s

 Sporting Goods, Inc.

	
 

	
Champs Sports

 HQ/Facility Services

	
 

	
311 Manatee Avenue West

 Bradenton, FL 34205

	
 

	
Mortgage with Bank of
 America


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

 Specialty, Inc.

	
 

	
Junction City Service
 Center

	
 

	
3810 US Hwy 77 South

 Junction City, KS 66441

	
 

	
None


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker Specialty, Inc. & Foot
 Locker Corporate Services, Inc.

	
 

	
Camphill Service Center

	
 

	
3543 Simpson Ferry Road

 Camp Hill, PA 17011

	
 

	
Mortgage with Bank of
 America


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

	
 

	
Former FWW #30004

	
 

	
211-213 South State Street

	
 

	
None


	
Specialty, Inc.

	
 

	
 

	
 

	
Chicago, IL 60604

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

 Specialty, Inc.

	
 

	
Former FWW #31127

	
 

	
38 W. Flagler St

 1⁄2 Interest 42-44 E. Flagler St.

 41-43 SE 1st Street

 Miami, FL 33131

	
 

	
Mortgage with Bank of
 America


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

 Retail, Inc.

	
 

	
Former Kinney #5297

	
 

	
G-6141 N. Saginaw Road

 Mt. Morris, MI 48458

	
 

	
None


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker

 Retail, Inc.

	
 

	
Former Kinney Factory

 (Johnson Bally Shoe Plant)

	
 

	
350 Wiconisco St.

 Millersburg, PA 17061

	
 

	
None


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Previously
 sold under installment sale contract. Pending transfer of title Q1 2009.

	
 

	
 





 







SCHEDULE 5.08(b)(2)


Schedule 5.08(b)(2)


Leased Real Estate


See attached.







Exhibit 5.08(b)(2)


	
 


	
SCHEDULE 5.08(b)(2)


	
Leased Real Estate





FOOT LOCKER RETAIL, INC.


	
 

	
 

	
 


	
STREET ADDRESS OF LEASED PROPERTY

	
LESSOR

	
LESSOR’S CONTACT INFORMATION


	
 

	
 

	
 


	
736 N H ST

 LOMPOC CA 93436-4521

	
LOBERN PROPERTIES, INC.

	
4730 WOODMAN AVENUE,
 SUITE 200

  SHERMAN OAKS, CA 91423


	
736 N H ST

 LOMPOC CA 93436-4521

	
LOBERN PROPERTIES, INC.

	
4730 WOODMAN AVENUE,
 SUITE 200

  SHERMAN OAKS, CA 91423


	
1437 W GLEN OAKS BLVD 

 GLENDALE, CA 91201

	
RAY AND KAREN SMART

	
1121 N. NIAGARA STREET 

 BURBANK, CA 91505


	
2156 TOWN EAST MALL

  MESQUITE TX 75150

	
TOWN EAST MALL
 PARTNERSHIP

	
C/O GENERAL GROWTH
 MGMT., INC.

 110 NORTH WACKER
 DRIVE

 ATTN: SR. VICE
 PRESIDENT-MGMT.

 CHICAGO, IL 60606


	
2156 TOWN EAST MALL

 MESQUITE TX 75150

	
TOWN EAST MALL
 PARTNERSHIP

	
C/O GENERAL GROWTH
 MGMT., INC.

 110 NORTH WACKER
 DRIVE

 ATTN: SR. VICE
 PRESIDENT-MGMT.

 CHICAGO, IL 60606


	
4550 E CACTUS RD STE 80

 PHOENIX, AZ 85032

	
WESTDAY ASSOCIATES L.P.

	
4568 EAST CACTUS ROAD

 PHOENIX, AZ 85032


	
1176 GLENDALE GALLERIA

 GLENDALE, CA 71210

	
GLENDALE GALLERIA

	
GLENDALE I MALL
 ASSOCIATES, LLC

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE
 ADMINISTRATION

 CHICAGO, IL 60606


	
1101 MELBOURNE RD SPACE
 2110

 HURST, TX 76053

	
SIMON PROPERTY
 GROUP(TEXAS) LP

	
C/O MS MANAGEMENT
 ASSOC. INC.

 NATIONAL CITY CENTER

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204


	
13331 PRESTON ROAD SUITE
 2080

 DALLAS, TX
 75240-1141

	
MACERICH VALLEY VIEW LP

	
CENTER MANAGER

 13331 PRESTON ROAD,
 SUITE 2040

 DALLAS, TX 75240


	
9553 W ATLANTIC BLVD

 CORAL SPRINGS, FL
 33071

	
CORAL CS-LTD ASSOCIATES 

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 ST.

 INDIANAPOLIS, IN 46204-3438


	
9617 N METRO PARKWAY
 WEST, SUITE 2196

 PHOENIX, AZ
 85051-0999

	
METRORISING AMS OWNER
 LLC

	
9617 METRO PARKWAY WEST,
 SUITE 1001

 ATTN: CENTER MANAGER

 PHOENIX, AZ 85051


	
3662 W CAMP WISDOM ROAD
 SPACE 1051

 DALLAS, TX 75237

	
3662. W CAMP WISDOM LLC 

	
C/O THE WOODMONT COMPANY
 

 2100 W. 7TH STREET 

 FORT WORTH, TX 70107


	
6501 N GRAPE ROAD SUITE
 540

 MISHAWAKA, IN 46545

	
UNIVERSITY PARK
 ASSOCIATES

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204


	
716 HAWTHORN CENTER

 VERNON HILLS, IL
 60061

	
LASALLE NATIONAL TRUST,
 N.A.

	
C/O WESTFIELD
 CORPORATION, INC

 11601 WILSHIRE
 BLVD., 12TH FLOOR

 LOS ANGELES, CA
 90025


	
1040 INDEPENDENCE CTR DR

 INDEPENDENCE, MO
 64057

	
SPG INDEPENDENCE CENTER,
 LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204


	
1305 HICKORY POINT MALL

 FORSYTH, IL
 62535-2063

	
HICKORY POINT LLC

	
CBL & ASSOCIATES
 MANAGEMENT, INC.

 1146 HICKORY POINT
 MALL 

 FORSYTH, IL 62535












	
 

	
 

	
 


	
2036 FOX VALLEY CENTER

 AURORA, IL 60504

	
FOX VALLEY MALL LLC

	
11601 WILSHIRE
 BOULEVARD, 11TH FLOOR

 LOS ANGELES, CA
 90025


	
2036 FOX VALLEY CENTER

 AURORA, IL 60504

	
FOX VALLEY MALL LLC

	
11601 WILSHIRE BOULEVARD

 11TH FLOOR

 LOS ANGELES, CA
 90025


	
3030 PLAZA BONITA RD
 SPACE 1134

 NATIONAL CITY, CA
 91950

	
PLAZA BONITA LP

	
C/O WESTFIELD
 CORPORATION

 11601 WILSHIRE
 BOULEVARD

 12TH FLOOR

 LOS ANGELES, CA
 90025


	
310 DANIEL WEBSTER HWY

 SPACE E-233

 NASHUA, NH 03060

	
PHEASANT LANE REALTY
 TRUST

	
C/O SIMON PROPERTY
 GROUP, L.P.

 NATIONAL CITY CENTER

 115 WEST WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204


	
4800 S HULEN ST SUITE
 227

 FORT WORTH, TX 76132

	
HULEN MALL

	
HULEN OWNER, LP

 ATTN: LAW/LEASE
 ADMIN DEPT.

 110 NORTH WACKER
 DRIVE

 CHICAGO, IL 60606


	
4800 S HULEN ST SUITE
 227

 FORT WORTH, TX 76132

	
HULEN MALL

	
HULEN OWNER, LP

 ATTN: LAW/LEASE
 ADMIN DEPT.

 110 NORTH WACKER
 DRIVE

 CHICAGO, IL 60606


	
4650 N HWY 89 SPACE G-16

 FLAGSTAFF, AZ 86004

	
FLAGSTAFF MALL SPE LLC

	
MACERICH WESTCOR MGMT
 CO. LLC

 ATT: LEGAL
 DEPARTMENT

 11411 NORTH TATUM
 BLVD

 PHOENIX, AZ 85028


	
925 BLOSSOM HILL ROAD

 SUITE 1193

 SAN JOSE, CA 95123

	
OAKRIDGE MALL L.P.

	
C/O WESTFIELD, LLC

 11601 WILSHIRE
 BLVD., 11TH FLR

 ATTN: LEGAL DEPT

 LOS ANGELES, CA
 90025


	
1139 NEW PARK MALL 

 NEWARK CA 94560

	
ALAMEDA MALL ASSOC 50%
 UNDIVID

	
ED INTEREST &
 GGP-NEWPARK LLC

 50% UNDIVIDED
 INTEREST

 110 N. WACKER DRIVE

 CHICAGO, IL 60606


	
12000 SE 82ND AVE SUITE
 2024

 HAPPY VALLEY, OR
 97086-7740

	
CLACKAMAS MALL L.L.C.

	
C/O CLACKAMAS TOWN
 CENTER

 12000 SE 82ND AVENUE

 SUITE 1093/ATTN:
 MANAGER

 PORTLAND, OR 97266


	
3802 IRVING MALL

 IRVING, TX 75062

	
SIMON PROPERTY GROUP
 (TEXAS), LP

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204


	
S 3766 HICKORY RIDGE
 MALL SPACE512

 MEMPHIS, TN 38115

	
WORLD OVER COMERS
 OUTREACH MINISTRIES CHURCH, INC.

	
C/O HICKORY RIDGE MALL 

 6075 WINCHESTER RD 

  MEMPHIS, TN 38115




	
11489 W 95TH ST

 OVERLAND PARK, KS
 66214

	
OAK PARK MALL, LLC

	
C/O CBL & ASSOCIATES
 MGMT, INC.

 SUITE 500-CBL CENTER

 2030 HAMILTON PLACE
 BLVD

 CHATTANOOGA, TN
 37421


	
3102 PLANK ROAD

 320 SPOTSYLVANIA
 MALL

 FREDERICKSBURG VA
 22407

	
SPOTSYLVANIA MALL
 COMPANY

	
C/O THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH
 44504-0186












	
 

	
 

	
 


	
50 HOLYOKE STREET

 PO BOX B319

 HOLYOKE MA 01040

	
HOLYOKE MALL COMPANY LP

	
THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY
 13202-1078


	
2825 S GLENSTONE AVE

 SPACE P18

 SPRINGFIELD MO 65804

	
BATTLEFIELD MALL, LLC

	
C/O M.S. MANAGEMENT
 ASSOC. INC

 NATIONAL CITY CENTER

 225 W. WASHINGTON

 INDIANAPOLIS IN
 46204


	
F-120 WOODFIELD MALL

 SCHAUMBURG IL
 601735064

	
CHICAGO TITLE &
 TRUST COMPANY

	
200 EAST LONG LAKE ROAD

 PO BOX 200

  BLOOMFIELD HILLS MI 48303-0200


	
11815-U FAIR OAKS

 FAIRFAX VA 22033

	
FAIRFAX COMPANY OF VIRGINIA
 LLC

	
200 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI
 48303-0200


	
849 E COMMERCE STREET

 SPACE 515

 SAN ANTONIO TX 78205

	
NEW RIVERCENTER MALL II
 L.P

	
ASHKENAZY ACQUISITION
 CORP.

 ATTN: JOE PRESS

 433 5TH AVENUE, STE
 200

 NEW YORK NY 10016


	
701 LYNNHAVEN PKWY

 SPACE 15

 VIRGINIA BEACH VA
 23452

	
LYNNHAVEN MALL L.L.C.

	
C/O GENERAL GROWTH

 LYNNHAVEN MALL

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
400 EVERGREEN WAY

 SUITE 450

 SOUTH WINDSOR CT
 06074-6970

	
EVERGREEN WALK LIFESTYLE
 CENTER, LLC

	
ATTN: SENIOR VICE PRESIDENT
 LEGAL

 6410 POPLAR AVENUE,
 SUITE 850

 MEMPHIS TN 38119


	
3000 GRAPEVINE MILLS
 PKWY

 SUITE 225

 GRAPEVINE TX 76051

	
GRAPEVINE MILLS L. P.

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
224 GREECE RIDGE CTR DR

 ROCHESTER, NY
 14626-2817

	
GREECE RIDGE LLC

	
C/O WILMORITE MANAGMENT
 GROUP, LLC 

 1265 SCOTTSVILLE
 ROAD

  ROCHESTER NY 14624


	
1701 MCFARLAND BLVD E

 SPACE B13

 TUSCALOOSA AL 35404

	
UNIVERSITY MALL, LLC

	
C/O ARONOV REALTY MGMT
 INC.

 3500 EASTERN
 BOULEVARD

 ATTN: LEGAL
 DEPARTMENT

 MONTGOMERY AL 36116


	
2148 HILLTOP MALL ROAD

 RICHMOND, CA 94806

	
RICHMOND ASSOCIATES LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
2117 STONERIDGE MALL

 SPACE A-207

 PLEASANTON CA
 94588-3222

	
STONERIDGE PROPERTIES
 LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204-3438


	
4500 N ORACLE ROAD

 SPACE 115

 TUCSON AZ 85705

	
GGP-TUCSON MALL LLC

	
C/O GGP-TUCSON MALL LLC

 110 NORTH WACKER
 DRIVE

 ATTN: LAW/LEASING
 DEPARTMENT

 CHICAGO IL 60606


	
608 ORLAND SQUARE

 ORLAND PARK IL 60462

	
ORLAND LP

	
C/O SIMON PROPERTY GROUP
 LP

 M.S. MANAGEMENT
 ASSOC. INC.

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
7611 WEST THOMAS ROAD

 PO BOX 48035

 PHOENIX, AZ
 85033-5433

	
DESERT SKY MALL AND JCP
 REALTY TIC, LLC

	
CENTER MANAGER

 PO BOX 48008

 7611 WEST THOMAS
 ROAD

 PHOENIX, AZ 85028












	
 

	
 

	
 


	
10315 SILVERDALE WAY NW

 PO BOX 1006 / SPACE
 A-4

 SILVERDALE WA
 983837670

	
PPR KITSAP MALL, LLC

	
C/O THE MACERICH COMPANY

 401 WILSHIRE
 BOULEVARD, SUITE

 700 / ATTN: GENERAL
 COUNSEL

 SANTA MONICA CA
 90401


	
259 WOODBRIDGE CENTER DR

 SPACE 2540

 WOODBRIDGE NJ 07095

	
WOODBRIDGE CENTER
 PROPERTY, LLC

	
C/O GENERAL GROWTH
 PROPERTIES, INC.

 COLUMBIA REGIONAL
 OFFICE 

 10275 LITTLE
 PATUXENT PARKWAY

 COLUMBIA MD 21044


	
6155 EASTEX FREEWAY

 SUITE D-408

 BEAUMONT TX
 77706-6797

	
PARKDALE MALL, LLC

	
C/O CBL & ASSOCIATES
 MGMT. INC

 SUITE 500 - CBL
 CENTER

 2030 HAMILTON PLACE
 BOULEVARD

 CHATTANOOGA TN 37421


	
6101 GATEWAY WEST BLVD

 SPACE F6

 EL PASO TX 79925

	
C.E. BASSETT I, LP

	
DIRECTOR OF ASSET
 MANAGEMENT

 15601 DALLAS
 PARKWAY, SUITE 400

  ADDISON TX
 75001


	
20131 HIGHWAY 59 NORTH

 SPACE 1206

 HUMBLE TX 77338 

	
DEERBROOK MALL, LLC

	
C/O GENERAL GROWTH
 PROPERTIES, INC.

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
12541 WAYZATA BLVD

 SPACE 154

 MINNETONKA MN 55305

	
RIDGEDALE CENTER LLC C/O
 GENERAL GROWTH

	
COLUMBIA REGIONAL OFFICE

 ATT: LAW/LEASING
 & OPERATIONS

 10275 LITTLE
 PATUXENT PARKWAY

 COLUMBIA MD 21044


	
5385 MEADOWOOD MALL
 CIRCLE

 SPACE D128

 RENO NV 89502

	
MEADOWOOD MALL LLC

	
SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204


	
216 SHARPSTOWN CENTER

  HOUSTON TX
 770365035

	
RAIT SHARPSTOWN LLC 

	
7500 BELLAIRE BLVD.
 SUITE 201

 HOUSTON TX 77036


	
1360 BAYBROOK MALL

  FRIENDSWOOD TX
 77546

	
BAYBROOK MALL LP-C/O
 GENERAL

	
GROWTH PROPERTIES

 110 N WACKER DRIVE

  CHICAGO IL 60606


	
2132 MONTEBELLO TWN CT
 DR

  MONTEBELLO CA
 90640

	
MONTEBELLO TOWN CENTER
 INVESTORS LLC

	
C/O UBS REALTY INVESTORS
 LLC

 2134 TOWN CENTER DR 

 MONTEBELLO CA 90640


	
5165 E MONTCLAIR PLAZA
 LN 

 MONTCLAIR CA
 917631538

	
MONTCLAIR PLAZA 

	
C/O MONTCLAIR PLAZA, LLC

 ATTN: LAW/LEASE
 ADMIN. DEPT.

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
9500 S WESTERN AVE

 SPACE J-17

 EVERGREEN PARK IL
 60805

	
EVERGREEN PLAZA
 ASSOCIATES I, L.P.

	
C/O THE PROVO GROUP

 9730 S. WESTERN
 AVENUE, SUITE 418

 EVERGREEN PARK IL
 60805


	
1635 W 49TH STREET

 SPACE 1216

 HIALEAH FL 33012

	
WESTLAND MALL LLC

	
C/O WESTFIELD, LLC

 11601 WILSHIRE
 BLVD., 11TH FLOOR

 LOS ANGELES CA 90025


	
14600 LAKESIDE CIRCLE

 SPACE 2044

 STERLING HEIGHTS MI
 48313

	
LAKESIDE MALL 

	
LAKESIDE MALL PROPERTY,
 LLC

 ATTN: LAW/LEASE
 ADMIN DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
14600 LAKESIDE CIRCLE

 SPACE 2044

 STERLING HEIGHTS MI
 48313

	
LAKESIDE MALL 

	
LAKESIDE MALL PROPERTY,
 LLC

 ATTN: LAW/LEASE
 ADMIN DEPT.

 111 N. WACKER DRIVE

 CHICAGO IL 60606


	
230 BRIARWOOD CIRCLE

  ANN ARBOR MI
 48108

	
BRIARWOOD LLC

	
SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204-3438












	
 

	
 

	
 


	
27208 NOVI ROAD

 NOVI MI 48377

	
TWELVE OAKS MALL LLC

	
C/O THE TAUBMAN COMPANY

 200 EAST LONG LAKE
 ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS, MI
 48303-0200


	
3195 28TH ST SE

 SPACE H-104A 

 GRAND RAPIDS MI
 49512

	
PR WOODLAND LP

	
PREIT ASSOCIATES LP

 200 SOUTH BROAD
 STREET

  PHILADELPHIA
 PA 19120


	
1815 HAWTHORNE BLVD,
 SUITE 226

 REDONDO BEACH CA
 90278-3437

	
SOUTH BAY CENTER, LLC

	
C/O FOREST CITY MGMT.,
 INC.

 COMMERCIAL
 DIV./TERMINAL TOWER

 50 PUBLIC SQUARE,
 SUITE 1100

 CLEVELAND OH
 44113-2203


	
6513 SPRINGFIELD MALL

 SPRINGFIELD VA
 22150-1702

	
FRANCONIA TWO, L.P.

	
C/O VORNADO REALTY TRUST

 ATTN: EXECUTIVE VICE
 PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
7 BACKUS AVENUE

 DANBURY CT 06810

	
DANBURY FAIR MALL, LLC

	
401 WILSHIRE BOULEVARD 

 SUITE 700

  SANTA MONICA
 CA 90401


	
200 VIA RANCHO PKWY

 SPACE 221

 ESCONDIDO CA 92025

	
EWH ESCONDIDO
 ASSOCIATES, L.P. AND NORTH COUNTY FAIR L.P.

	
11601 WILSHIRE BLVD.,
 12TH FLR

  LOS ANGELES CA
 90025


	
2701 MING AVE

 SPACE 142

 BAKERSFIELD CA 93304

	
VALLEY PLAZA MALL

	
BAKERSFIELD MALL LLC

 ATTN: LAW/LEASE
 ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
7400 SAN PEDRO, SUITE
 964 

 SAN ANTONIO TX 78216

	
NS MALL PROPERTY LP

	
GENERAL GROWTH
 PROPERTIES, INC

 10275 LITTLE
 PATUXENT PARKWAY

 ATT: LAW/LEASING AND
 OPERATIONS

 COLUMBIA MD 21044


	
7925 FM 1960 RD WEST

 SPACE 1460

 HOUSTON TX 77070

	
WILLOWBROOK MALL (TX) LLC

	
ATTN: GENERAL COUNSEL

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
4300 MEADOWS LANE, SUITE
 155

 LAS VEGAS NV 89107

	
GGP MEADOWS MALL, LLC

	
THE MEADOWS MALL

 110 NORTH WACKER
 DRIVE

 ATT: LAW/LEASING
 DEPARTMENT

 CHICAGO IL 60606


	
4300 MEADOWS LANE

 SUITE 155

 LAS VEGAS NV 89107

	
GGP MEADOWS MALL, LLC

	
THE MEADOWS MALL

 110 NORTH WACKER
 DRIVE

 ATT; LAW/LEASING
 DEPARTMENT

 CHICAGO IL 60606


	
2901 S CAPITAL OF TEXAS
 H

 SUITE K8

 AUSTIN TX 78746-8123

	
SIMON PROPERTY GROUP
 (TEXAS) LP

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204 


	
2004 GREEN ACRES MALL

 SPACE 202

 VALLEY STREAM NY
 11581

	
GREEN ACRES MALL, L.L.C.

	
VORNADO REALTY TRUST

 ATTN: EXECUTIVE VICE
 PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
368 SMITHHAVEN MALL

 LAKE GROVE, NY 11755

	
MALL AT SMITH HAVEN, LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET 

 INDIANAPOLIS, IN
 46204


	
3529 CAPITAL MALL DRIVE

 CAMP HILL, PA17011

	
PR CAPITAL CITY LIMITED
 PARTNERSHIP

	
C/O PREIT SERVICES, LLC

 200 SOUTH BROAD
 ST.,3RD FLOOR

 PHILADELPHIA PA
 19102












	
 

	
 

	
 


	
245 STONEWOOD STREET

 SPACE B-29

 DOWNEY, CA 90241

	
MACERICH STONEWOOD, LLC

	
 MANAGEMENT OFFICE

 251 STONEWOOD STREET

 DOWNEY CA 90241


	
245 STONEWOOD STREET

 SPACE B-29

 DOWNEY, CA 90241

	
MACERICH STONEWOOD, LLC

	
 MANAGEMENT OFFICE

 251 STONEWOOD STREET

 DOWNEY, CA 90241


	
2407 SOUTHLAKE MALL

 MORROW, GA 30260

	
SOUTHLAKE MALL, L.L.C.

	
C/O GENERAL GROWTH
 PROP., INC.

 110 NORTH WACKER
 DRIVE

 CHICAGO, IL 60606


	
2407 SOUTHLAKE MALL

  MORROW, GA
 30260

	
SOUTHLAKE MALL, L.L.C.

	
C/O GENERAL GROWTH
 PROP., INC.

 110 NORTH WACKER
 DRIVE

  CHICAGO, IL 60606


	
2655 RICHMOND AVE

 SPACE 1265

 STATEN ISLAND, NY
 10314

	
ROUSE SI SHOPPING
 CENTER, LLC

	
GENERAL GROWTH COMPANY

 COLUMBIA REGIONAL
 OFFICE

 10275 LITTLE
 PATUXENT PARKWAY

 COLUMBIA, MD 21044


	
23000 EUREKA ROAD

 TAYLOR, MI 48180

	
SOUTHLAND CENTER

	
SOUTHLAND CENTER, LLC

 ATTN: LAW/LEASE
 ADMIN DEPT

 110 N. WACKER DRIVE

 CHICAGO, IL 60606


	
2855 STEVENS CREEK BLVD

 SPACE 1309

 SANTA CLARA, CA
 95050

	
VF MALL LLC

	
C/O WESTFIELD
 CORPORATION INC.

 11601 WILSHIRE
 BLVD., 12TH FLR

 ATTN: LEGAL
 DEPARTMENT

 LOS ANGELES CA 90025


	
4403 BLACK HORSE PIKE

 SUITE 218

 MAYS LANDING NJ
 08330

	
HAMILTON MALL, LLC

	
C/O KRAVCO COMPANY

 234 MALL BOULEVARD

  KING OF PRUSSIA PA 19406


	
5085 WESTHEIMER ROAD

 SUITE 3655

 HOUSTON TX 77056

	
7621 HG GALLERIA I, II, III,
 LP

	
C/O SIMON PROPERTY
 GROUP, L.P.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
21500 NORTHWESTERN HWY

 SPACE 425

 SOUTHFIELD MI 48075

	
GP-NORTHLAND CENTER, LLC

	
C/O JAGER MANAGEMENT,
 INC.

 610 OLD YORK ROAD 

 JENKINTOWN PA 19046


	
21500 NORTHWESTERN HWY

 SPACE 425

 SOUTHFIELD MI 48075

	
GP-NORTHLAND CENTER, LLC

	
C/O JAGER MANAGEMENT,
 INC.

 610 OLD YORK ROAD 

 JENKINTOWN PA 19046


	
400 ERNST BARRETT PKWY
 NW

 SUITE 210 

 KENNESAW GA 30144

	
TOWN CENTER AT COBB, LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS IN 46204


	
7501 W CERMAK ROAD

 SPACE F13C

 NORTH RIVERSIDE, IL
 60546

	
NORTH RIVERSIDE PARK
 ASSOC. LLC

	
MALL MANAGEMENT

 7501 WEST CERMAK
 ROAD 

 NORTH RIVERSIDE IL
 60546


	
5423 W 88TH AVE

 WESTMINSTER, CO
 80031

	
WESTMINSTER MALL COMPANY

	
C/O M.D. MANAGEMENT,
 INC.

 5201 JOHNSON DRIVE,
 SUITE 411

 ATTN: LAW DEPARTMENT

 MISSION, KS 66205


	
5423 W 88TH AVE

 WESTMINSTER, CO
 80031

	
WESTMINSTER MALL COMPANY

	
C/O M.D. MANAGMENT, INC.

 5201 JOHNSON DRIVE,
 SUITE 411

 ATTN: LAW DEPARTMENT

 MISSION, KS 66205


	
444 DEL MONTE CENTER

 MONTEREY, CA 93940

	
DEL MONTE CENTER
 HOLDINGS, LP

	
C/O AMERICAN ASSETS,
 INC.

 11455 EL CAMINO REAL

 SUITE 200

 SAN DIEGO, CA 92130












	
 

	
 

	
 


	
1000 RIVERGATE PARKWAY,
 SUITE 1150

 GOODLETTSVILLE, TN
 37072

	
RIVERGATE MALL LIMITED
 PARTNERSHIP

	
CBL & ASSOCIATES
 PROPERTIES

 CBL CENTER

 2030 HAMILTON PLACE
 BLVD. SUITE 500

 CHATTANOOGA, TN
 37421-6000


	
401 BISCAYNE BLVD

 SPACE S140

 MIAMI, FL 33132

	
BAYSIDE CENTER LP

	
C/O GENERAL GROWTH
 PROPERTIES INC

 COLUMBIA REGIONAL
 OFFICE

 10275 LITTLE
 PATUXENT PARKWAY

 COLUMBIA, MD 21044


	
700 HAYWOOD RD

 BOX 437

 GREENVILLE SC 29607

	
BELLWETHER PROPERTIES OF
 SOUTH CAROLINA, LP

	
M.S. MANAGEMENT
 ASSOCIATES, ONCE

 NATIONAL CITY CENTER

 115 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
100 MAIN STREET

  WHITE PLAINS
 NY 10601

	
WHITE PLAINS GALLERIA LP

	
 225 W. WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204-3438


	
3001 WHITE BEAR AVE
 NORTH, SUITE 1010

 ST. PAUL MN 55109

	
MAPLEWOOD MALL
 ASSOCIATES LP

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204


	
3001 WHITE BEAR AVE
 NORTH

 SUITE 1010

 ST. PAUL MN 55109

	
MAPLEWOOD MALL
 ASSOCIATES LP

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
14006 RIVERSIDE DRIVE

 SUITE 225A

 SHERMAN OAKS CA
 914236337

	
SHERMAN OAKS FASHION

	
ASSOCIATES, LP

 C/O WESTFIELD
 CORPORATION INC

 11601 WILSHIRE
 BLVD., 12TH FLR

 LOS ANGELES CA
 90025-1748


	
72-840 HWY 111

 SPACE D147

 PALM DESERT CA 92260

	
WEA PALM DESERT L.P.

	
C/O WESTFIELD
 CORPORATION INC.

 11601 WILSHIRE
 BLVD., 12TH FLR

 ATTN: LEGAL
 DEPARTMENT

 LOS ANGELES CA 90025


	
1778 TAMIAMI TRAIL N

  NAPLES FL 34102

	
COASTLAND CENTER

	
COASTLAND CENTER, LP

 ATTN: LAW/LEASE
 ADMIN DEPT

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
7701 I 40 WEST

 SPACE 540

 AMARILLO TX 79121

	
AMARILLO MALL, LLC

	
ATTN: ASSET MANAGER

 124 JOHNSON FERRY
 ROAD

  ATLANTA GA
 30328


	
7701 I 40 WEST

 SPACE 540

 AMARILLO TX 79121

	
AMARILLO MALL, LLC

	
ATTN: ASSET MANAGER

 124 JOHNSON FERRY
 ROAD

  ATLANTA GA
 30328


	
3811 S COOPER STREET,
 SUITE 2084

 ARLINGTON TX 76015

	
THE PARKS AT ARLINGTON,
 LLC

	
 3811 S. COOPER ST-
 STE.2206

  ARLINGTON TX 76015


	
5488 S PADRE ISLAND DR

 SPACE 1050

 CORPUS CHRISTI TX
 78411

	
CORPUS CHRISTI RETAIL
 VENTURE, LP

	
C/O TRADEMARK PROPERTY
 CO.

 ATTN: FRED WALTERS @
 LA PALMERA

 5488 SOUTH PADRES
 ISLAND DRIVE

 CORPUS CHRISTI TX
 78411 


	
320 W 5TH AVENUE

 SUITE 250

 ANCHORAGE AK 99501

	
MELVIN SIMON &
 ASSOC/ANCHORAGE

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204-3438


	
1455 NW 107TH AVENUE

 SUITE 410

 DORAL FL 331722715

	
MALL AT MIAMI
 INTERNATIONAL LLC

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204












	
 

	
 

	
 


	
1400 WILLOWBROOK BLVD

 SPACE 2140

 WAYNE NJ 07470

	
WILLOWBROOK

	
WILLOWBROOK MALL, LLC

 ATTN: LAW/LEASE
 ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
6002 SLIDE RD

 PO BOX 68192

 LUBBOCK TX 79414

	
MACERICH LUBBOCK LIMITED
 PARTNERSHIP

	
MACERICH COMPANY 

 P.O. BOX 2172

 401 WILSHIRE
 BOULEVARD, STE 700

 SANTA MONICA CA
 90401


	
400 COMMONS WAY

 SPACE 3015

 BRIDGEWATER NJ 08807

	
BRIDGEWATER COMMONS MALL
 II LLC

	
GENERAL GROWTH
 PROPERTIES

 ATT: LAW/LEASING AND
 OPERATIONS

 10275 LITTLE
 PATUXENT PARKWAY

 COLUMBIA MD 21044


	
2800 N MAIN STREET

 SUITE 546

 SANTA ANA CA
 927056619

	
MAINPLACE SHOPPINGTOWN
 LLC

	
 WESTFIELD, LLC

 11601 WILSHIRE BLVD

 11TH FLOOR

 LOS ANGELES CA 90025


	
2015 SOUTHLAKE MALL

 SPACE CL-344

 MERRILLVILLE IN
 46410

	
SOUTHLAKE INDIANA LLC

	
C/O WESTFIELD, LLC

 11601 WILSHIRE BLVD

 11TH FLOOR

 LOS ANGELES CA 90025


	
2015 SOUTHLAKE MALL

 SPACE CL-344

 MERRILLVILLE IN
 46410

	
SOUTHLAKE INDIANA LLC

	
C/O WESTFIELD, LLC

 11601 WILSHIRE BLVD

 11TH FLOOR

 LOS ANGELES CA 90025


	
7875 MONTGOMERY RD

 SPACE 1131

 CINCINNATI OH 45236

	
KENWOOD MALL LLC.

	
C/O KENWOOD TOWNE CENTRE

 7875 MONTGOMERY ROAD

 ATTN: GENERAL
 MANAGER

 CINCINNATI OH 45236


	
253 MEMORIAL CITY MALL

  HOUSTON TX
 77024

	
MEMORIAL CITY MALL, LP

	
820 GESSNER, SUITE 1800

 ATTN: LEGAL
 DEPARTMENT

  HOUSTON TX 77024


	
3200 LAS VEGAS BLVD S.

 SUITE 2665

 LAS VEGAS NV 89109

	
FASHION SHOW MALL

	
FASHION SHOW MALL, LLC

 ATT: LAW/LEASE
 ADMINISTRATION DEPARTMENT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
3320 US HWY 1 UNIT 119

 LAWRENCEVILLE NJ
 08648

	
LAWRENCE ASSOCIATES

	
C/O KRAVCO COMPANY

 234 MALL BOULEVARD

 P.O. BOX 1528

 KING OF PRUSSIA PA
 19406


	
5725 JOHNSTON ST

 SUITE 2124

 LAFAYETTE LA
 70503-5314

	
ACADIANA MALL CMBS, LLC

	
C/O CBL & ASSOCIATES
 MGMT, INC.

 SUITE 500 - CBL
 CENTER

 2030 HAMILTON PLACE
 BOULEVARD

 CHATTANOOGA TN 37421


	
7353 NORTH KENDALL
 DRIVE 

 MIAMI FL 33156-7801

	
SDG DADELAND
 ASSOCIATES, INC.

	
TRUSTEE C/O

 M.S MANAGEMENT
 ASSOCIATES, INC

 NATIONAL CITY CENTER
 - 115 W. WASHINGTON

 INDIANAPOLIS IN
 46204


	
8000 WEST BROWARD BLVD

 SUITE 412

 PLANTATION FL
 333880323

	
BROWARD MALL LLC

	
C/O WESTFIELD, LLC

 11601 WILSHIRE BLVD

 11TH FLOOR ATTN:
 CORPORATE COUNSEL

 LOS ANGELES CA 90025


	
350 N MILWAUKEE ST

 SPACE 2300

 BOISE ID 83704-9165

	
BOISE MALL, LLC

	
GENERAL GROWTH
 PROPERTIES

 110 N. WACKER DRIVE

  CHICAGO IL 60606












	
 

	
 

	
 


	
6000 GLADES ROAD

 SUITE 1178

 BOCA RATON FL 33431

	
THE TOWN CTR OF BOCA
 RATON

	
C/O SIMON PROPERTY/MS
 MGMT INC

 NATIONAL CITY CENTER

 115 W. WASHINGTON

 INDIANAPOLIS IN
 46204


	
2578 E SUNRISE BLVD

  FORT
 LAUDERDALE FL 33304

	
KEYSTONE-FLORIDA
 PROPERTY

	
HOLDING CORP.

 C/O KRAVCO COMPANY

 234 MALL BOULEVARD

 KING OF PRUSSIA PA
 19406


	
4465 POPLAR AVENUE

 SPACE 2035

 MEMPHIS TN 38117

	
SHOPPING CENTER
 ASSOCIATES

	
C/O M.S. MANAGEMENT
 ASSOC., INC

 115 WEST WASHINGTON
 STREET

  INDIANAPOLIS IN 46204


	
3383 DONNELL DRIVE

 SPACE 3-7

 FORESTVILLE MD 20747

	
THE CENTRE AT
 FORESTVILLE LLC

	
1919 WEST STREET, SUITE
 100 

 ANNAPOLIS MD 21401


	
1132 CUMBERLAND MALL

  ATLANTA GA
 30339

	
CUMBERLAND MALL, LLC

	
C/O GGP 

 110 NORTH WACKER
 DRIVE

 ATTN: LAW/LEASE ADMIN

 CHICAGO IL 60606


	
2000 RIVERCHASE GALLERIA

 SPACE 299-E

 BIRMINGHAM AL 35244

	
HOOVER MALL LIMITED, LLC

	
C/O GENERAL GROWTH MGMT
 INC.

 110 NORTH WACKER
 DRIVE

 ATTN: LAW/LEASE
 ADMIN DEPT.

 CHICAGO IL 60606


	
27 LAKEWOOD CENTER

  LAKEWOOD CA
 90712

	
MACERICH LAKEWOOD LLC

	
C/O THE MACERICH COMPANY

 401 WILSHIRE BLVD,
 SUITE 700

 PO BOX 2172

 SANTA MONICA CA
 90407


	
27 LAKEWOOD CENTER

  LAKEWOOD CA
 90712

	
MACERICH LAKEWOOD LLC

	
C/O THE MACERICH COMPANY

 401 WILSHIRE BLVD,
 SUITE 700

 PO BOX 2172

 SANTA MONICA CA
 90407


	
27 LAKEWOOD CENTER

  LAKEWOOD CA
 90712

	
MACERICH LAKEWOOD LLC

	
C/O THE MACERICH COMPANY

 402 WILSHIRE BLVD,
 SUITE 700

 PO BOX 2173

 SANTA MONICA CA
 90408


	
27 LAKEWOOD CENTER

  LAKEWOOD CA
 90712

	
MACERICH LAKEWOOD LLC

	
C/O THE MACERICH COMPANY

 403 WILSHIRE BLVD,
 SUITE 700

 PO BOX 2174

 SANTA MONICA CA
 90409


	
547 E SHAW AVE

  FRESNO CA
 93710-7701

	
MACERICH FRESNO LP

	
C/O THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD. -
 SUITE 700

 SANTA MONICA CA
 90407


	
1901 NW EXPRESSWAY

 SUITE 2012

 OKLAHOMA CITY OK
 73118

	
PENN SQUARE MALL, LP

	
MS MANAGEMENT ASSOCIATES
 INC 

 225 WEST WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204


	
2601 DAWSON ROAD

 SPACE B9

 ALBANYGA 31707

	
ALBANY MALL LLC

	
C/O ARNOV REALTY MGMT,
 INC.

 3500 EASTERN
 BOULEVARD

  MONTGOMERY, AL 36116-1781


	
4107 S YALE AVE

  TULSA OK 74135

	
TULSA PROMENADE, LLC

	
 150 EAST GAY
 STREET

  COLUMBUS, OH
 43215


	
7021 SOUTH MEMORIAL
 DRIVE

 SPACE 243

 TULSA OK 74133

	
WOODLAND HILLS MALL, LLC

	
M.S. MANAGEMENT
 ASSOCIATES INC

  225 WEST
 WASHINGTON STREET

 INDIANAPOLIS, IN
 46204












	
 

	
 

	
 


	
4373 LA JOLLA VILLAGE DR
 

 SAN DIEGO CA 92122

	
UNIVERSITY TOWNE CENTRE
 LLC

	
11601 WILSHIRE
 BOULEVARD, 12TH FLOOR

  LOS ANGELES, CA 90025


	
78 BERKSHIRE MALL

 LANESBORO

 MA 012379502

	
LANESBOROUGH ENTERPRISES
 NEWCO, LLC

	
C/O THE PYRAMID
 COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE, NY
 13202-1078


	
2300 E LINCOLN HWY

 SPACE 220

 LANGHORNE PA 19047

	
LINCOLN PLAZA ASSOCIATES

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204-3438


	
1200 HWY 22

 SUITE 504

 PHILLIPSBURG NJ
 08865

	
PR FINANCING LIMITED

	
PARTNERSHIP

 C/O PREIT SERVICES,
 LLC

 200 SOUTH BROAD
 ST.,3RD FLOOR

 PHILADELPHIA, PA
 19102


	
2000 N NEIL STREET

 SPACE A-12

 CHAMPAIGN IL 61820

	
CHAMPAIGN MARKET PLACE
 L.L.C.

	
C/O GENERAL GROWTH MGMT.

 110 NORTH WACKER
 DRIVE

  CHICAGO IL 60606


	
4201 COLDWATER RD

 SPACE C01

 FORT WAYNE IN 46805

	
GGP-GLENBROOK LLC

	
C/O GENERAL GROWTH

 110 NORTH WACKER
 DRIVE

 ATTN: LAW/LEASE
 ADMIN

 CHICAGO, IL 60606


	
6901 SECURITY BLVD

  BALTIMORE MD
 21244

	
SECURITY SQUARE
 ASSOCIATES

	
545 WISCONSIN AVENUE

 SUITE 1265 

 CHEVY CHASE, MD
 20815


	
30-103 MALL DRIVE W

  JERSEY CITY NJ
 07310

	
NC MALL ASSOCIATES C/O
 MS

	
MANAGEMENT ASSOCIATES,
 INC.

 C/O SIMON PROPERTY
 GROUP

 225W WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204


	
3563R HARRISBURG MALL

  HARRISBURG PA

 17111-1210

	
TD BANK, NA.

	
RE: HARRISBURG MALL 

 P.O. BOX 95000-3625 

 PHILADELPHIA, PA
 19195-0001


	
133 MONTGOMERY MALL

  NORTH WALES PA
 19454

	
MALL AT MONTGOMERYVILLE,
 LP

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204-3438


	
1001 MARKET STREET

 SPACE 2114

 PHILADELPHIA PA
 19107

	
KEYSTONE PHILADELPHIA
 PROPERTIES, L.P.

	
PREIT

 THE BELLEVUE

 200 SOUTH BROAD
 STREET

 PHILADELPHIA, PA
 19102


	
500 MALL ROAD

 PO BOX 4011

 BARBOURSVILLE WV
 25504

	
HUNTINGTON MALL COMPANY

	
C/O THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN, OH
 44504-0186


	
5536 W SAGINAW HWY

 SPACE 165

 LANSING MI 48917

	
LANSING MALL

	
C/O LANSING MALL LP

 110 N. WACKER DR.

  CHICAGO, IL 60606 


	
62 HILLSIDE ROAD

  CRANSTON RI
 02920

	
GATEWAY WOODSIDE INC.

	
GATEWAY PLAZA

 300 NORTH LAKE
 AVENUE, SUITE 620

 PASADENA, CA
 91101-4199


	
4200 PORTSMOUTH BLVD

 SPACE 440 

 CHESAPEAKE VA 23321

	
CHESAPEAKE MALL, LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204


	
1321 N COLUMBIA CTR BLVD

 SUITE 361

 KENNEWICK WA 99336

	
COLUMBIA MALL
 PARTNERSHIP

	
SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204












	
 

	
 

	
 


	
2415 N MONROE ST

  TALLAHASSEE FL
 32303

	
FMP TALLAHASSEE LLC

	
C/O JONES LANG LASALLE
 AMERICAS, INC 

 3344 PEACHTREE ROAD
 NE, SUITE 1200

 ATTN: PRESIDENT
 & CEO, RETAIL 

 ATLANTA, GA 30326


	
2059 BREA MALL

  BREA CA 92821

	
THE RETAIL PROPERTY
 TRUST

	
C/O SIMON PROPERTY GROUP

 225 W.WASHINGTON
 STREET

  INDIANAPOLIS IN 46204


	
14200 E ALAMEDA AVE

 SPACE 2055

 AURORA CO 80012

	
THE RETAIL PROPERTY
 TRUST

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204


	
14200 E ALAMEDA AVE

 SPACE 2055

 AURORA CO 80012

	
THE RETAIL PROPERTY
 TRUST

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204


	
1030 SUNRISE MALL

  MASSAPEQUA NY
 11758

	
SUNRISE MALL LLC

	
WESTFIELD, LLC 

 11601 WILSHIRE
 BOULEVARD

 11TH FLOOR

 LOS ANGELES CA 90025


	
4700 MILHAVEN ROAD

 SPACE 1262

 MONROE LA 71203

	
PECANLAND MALL

	
GGP-PECANLAND, LP

 ATTN: LAW/LEASING
 ADMIN DEPT

 110 NORTH WACKER
 DRIVE

 CHICAGO, IL 60606


	
32391 GRATIOT AVE

  ROSEVILLE MI
 48066

	
MACOMB MALL, LLC

	
C/O THOR EQUITIES, LLC

 ATTN: LINO SOLIS,
 ESQ.

 25 WEST 39TH STREET,
 11TH FLOOR

 NEW YORK, NY 10018


	
322 JACKSONVILLE MALL

  JACKSONVILLE
 NC 28546

	
PR JACKSONVILLE LP.

	
C/O PREIT SERVICES, LLC

 ATTN: GENERAL
 COUNSEL

 200 SOUTH BROAD ST.,
 SUITE 300

 PHILADELPHIA, PA
 19102


	
194 ST CLAIRE SQUARE

  FAIRVIEW
 HEIGHTS IL 62208

	
ST. CLAIR SQUARE L.P.

	
CBL & ASSOCIATES
 MGMT. INC.

 2030 HAMILTON PLACE
 BOULEVARD

 SUITE 500

 CHATTANOOGA, TN
 37421-0600


	
1500 HARVEY ROAD

 SPACE 5020

 COLLEGE STATION TX
 77840

	
POM-COLLEGE STATION LLC

	
C/O CBL & ASSOCIATES
 MGT, INC.

 CBL CENTER, SUITE
 500

 2030 HAMILTON PLACE
 BLVD.

 CHATTANOOGA, TN
 37421


	
3650 W M LUTHER KING
 BLVD SPACE 220

 LOS ANGELES CA 90008

	
CAPRI URBAN BALDWIN, LLC

	
300 NORTH LAKE AVENUE

 SUITE# 620

 PASADENA, CA 91101


	
6600 MENAUL BLVD NE

 SPACE F3

 ALBUQUERQUE NM 87110

	
CORONADO CENTER L.L.C.

	
C/O GENERAL GROWTH

 110 NORTH WACKER
 DRIVE

 ATTN: GENERAL
 COUNSEL

 CHICAGO, IL 60606


	
112 EISENHOWER PKWY

 SPACE 2036

 LIVINGSTON NJ 07039

	
LIVINGSTON MALL VENTURE

	
NATIONAL CITY CENTER

 115 WEST WASHINGTON
 STREET

  INDIANAPOLIS, IN 46204


	
7014 E CAMELBACK RD

 SUITE 2024

 SCOTTSDALE AZ 85251

	
SCOTTSDALE FASHION
 SQUARE, LLC

	
 7014-590 EAST
 CAMELBACK ROAD

  SCOTTSDALE, AZ 85251


	
472 W HILLCREST DRIVE

  THOUSAND OAKS
 CA 91360

	
MACERICH OAKS, LLC

	
C/O MACERICH COMPANY

 401 WILSHIRE BLVD,
 SUITE 700

  SANTA MONICA CA 90401












	
 

	
 

	
 


	
1058 W CLUB BLVD

 SPACE 424

 DURHAM NC 27701

	
NORTHGATE ASSOCIATES
 LLLP

	
 P.O. BOX 2476

  DURHAM, NC 27715-2476


	
317 WESTSHORE PLAZA

  TAMPA FL 33609

	
GLIMCHER WESTSHORE LLC

	
C/O GLIMCHER PROPERTIES
 LIMITED PARTNERSHIP

 ATTN: GENERAL
 COUNSEL

 150 EAST GAY STREET

 COLUMBUS, OH 43215


	
S 999 WASHINGTON ST

 218 EMERALD SQ, SPC
 W115

 NORTH ATTLEBOROUGH

 MA 02760-3656

	
MAYFLOWER EMERALD SQUARE
 LLC

	
C/O SIMON PROPERTY GROUP
 LP

 225 WEST WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204


	
1665 STATE HILL ROAD

 SPACE A-14A

 WYOMISSING PA 19610

	
BERKSHIRE MALL, LLC

	
P.O. BOX 7189

 4737 CONCORD PIKE

 WILMINGTON, DE 19803


	
1009 GARDEN STATE PLAZA

  PARAMUS NJ
 07652-2411

	
WESTLAND GARDEN STATE
 PLAZA, LP

	
C/O WESTFIELD
 CORPORATION, INC

 11601 WILSHIRE
 BOULEVARD,

 12TH
 FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES, CA
 90025


	
1009 GARDEN STATE PLAZA 

 PARAMUS NJ 076522411

	
WESTLAND GARDEN STATE
 PLAZA, LP

	
C/O WESTFIELD
 CORPORATION, INC

 11601 WILSHIRE
 BOULEVARD,

 12TH
 FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES, CA
 90025


	
9603 CORTANA PLACE

 SPACE A4

 BATON ROUGE LA
 708158506

	
CORTANA MALL LLC

	
C/O JANOFF & OLSHAN,
 INC.

 654 MADISON AVENUE,
 SUITE 1205

 NEW YORK, NY 10021


	
2801 CANDLER RD

 SUITE 26

 DECATUR GA 30034

	
THOR GALLERY AT SOUTH
 DEKALB, LLC

	
C/O THOR EQUITIES, LLC

 25 WEST 39TH STREET
 11TH FLOOR

 NEW YORK, NY 10018


	
1100 N WESLEYAN BLVD

 SPACE 5046

 ROCKY MOUNT NC 27804

	
HENDON GOLDEN EAST LLC

	
C/O HENDON PROPERTIES

 3445 PEACHTREE ROAD
 NE,

 SUITE 465

 ATLANTA, GA 30326


	
375 SHANNON MALL

 UNION CITY GA
 30291-2028

	
SHANNON MALL
 INVESTMENTS, LLC

	
4475 RIVER GREEN PARKWAY

 SUITE 100

  DULUTH, GA 30096


	
18000 VERNIER RD

  HARPER WOODS
 MI 48225

	
NEW EASTLAND MALL
 DEVELOPER, LLC

	
AAC MANAGEMENT CORP. 

 433 FIFTH AVENUE,
 4TH FLOOR

 NEW YORK, NY 10016


	
9534 SW WASHINGTON SQ
 RD 

 TIGARD OR 97223-4449

	
PPR WASHINGTON SQUARE
 LLC

	
C/O THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD,
 STE. 700

 SANTA MONICA, CA
 90401


	
1689 ARDEN WAY

 SUITE 2040

 SACRAMENTO CA 95815

	
ARDEN FAIR ASSOCIATES LP

	
MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE
 BLVD,SUITE 700

 SANTA MONICA, CA
 90407


	
1910 WELLS ROAD

  ORANGE PARK FL
 32073

	
SIMON PROPERTY GROUP LP

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204-3438


	
269 GRAND CENTRAL MALL

  

 VIENNA WV 26101-1105

	
GRAND CENTRAL LP

	
C/O GLIMCHER GRAND
 CENTRAL INC.

 180 EAST BROAD STREET
 21ST FL

 ATTN; GENERAL
 COUNSEL 

 COLUMBUS, OH 43215












	
 

	
 

	
 


	
9501 ARLINGTON EXP

 JACKSONVILLE FL

 32225

	
REGENCY SQUARE MALL

	
C/O R.S PROPERTIES, INC.

 110 N. WACKER DR. 

 CHICAGO, IL 60606


	
8401 GATEWAY WEST

 SPACE F3A

 EL PASO TX 79925

	
SIMON PROPERTY GROUP
 (TX) L.P.

	
C/O M.S. MGMT
 ASSOCIATES, INC

 NATIONAL CITY CENTER

 225 W WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204


	
8401 GATEWAY WEST

 SPACE F3A

 EL PASO TX 79925

	
SIMON PROPERTY GROUP
 (TX) L.P.

	
C/O M.S. MGMT
 ASSOCIATES, INC

 NATIONAL CITY CENTER

 225 W WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204


	
7201-CL340 TWO NOTCH
 RD 

 COLUMBIA SC 29223

	
CBL/COLUMBIA PLACE, LLC

	
C/O CBL & ASSOCIATES
 MGMT. INC

 SUITE 500 - CBL
 CENTER

 2030 HAMILTON PL.
 BOULEVARD

 CHATTANOOGA, TN
 37421 


	
7201-CL340 TWO NOTCH
 RD 

 COLUMBIA SC 29223

	
CBL/COLUMBIA PLACE, LLC

	
C/O CBL & ASSOCIATES
 MGMT. INC

 SUITE 500 - CBL
 CENTER

 2030 HAMILTON PL.
 BOULEVARD

 CHATTANOOGA TN 37421
 


	
6700 DOUGLAS BLVD

 SPACE 2020

 DOUGLASVILLE GA
 30135-1599

	
ARBOR PLACE II, LLC

	
6700 DOUGLAS BLVD

 DOUGLASVILLE,
 GA30135


	
11500 MIDLOTHIAN
 TURNPIKE

 SPACE 674

 RICHMOND VA

 23235

	
THE MACERICH
 PARTNERSHIP, L.P.

	
C/O THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD.
 SUITE 700

 SANTA MONICA, CA
 90407


	
400 S BALDWIN AVE

 SPACE D-1

 ARCADIA CA 91007

	
SANTA ANITA SHOPPINGTOWN
 LP

	
11601 WILSHIRE BLVD,
 11TH FLOOR

 ATTN: LEGAL
 DEPARTMENT

 LOS ANGELES, CA
 90025


	
3101 N MAIN ST

 SPACE RO-2

 ANDERSON SC 29621

	
SPG ANDERSON MALL LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANOPOLIS, IN
 46204


	
5555 YOUNGSTOWN WARREN
 RD

 SUITE 480

 NILES OH 44446-4807

	
THE MARION PLAZA, INC.

	
C/O THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN, OH
 44504-0186


	
3320 SILAS CREEK PARKWAY

 SPACE 8840

 WINSTON SALEM NC
 27103

	
JG WINSTON-SALEM, LLC

	
CBL & ASSOCIATES
 PROPERTIES, INC

 CBL CENTER

 2030 HAMILTON PLACE
 BLVD., SUITE 500

 CHATTANOOGA, TN
 37421-6000


	
11110 MALL CIRCLE

 PO BOX 6188

 WALDORF MD 20603

	
CHARLES MALL COMPANY LP

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204


	
11700 PRINCETON PIKE

  CINCINNATI OH
 45246

	
TRI COUNTY MALL, LLC

	
C/O DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 ATTN: DIRECTOR OF
 MALL MANAGEMENT

 3300 ENTERPRISE
 PARKWAY

 BEACHWOOD, OH 44122


	
11700 PRINCETON PIKE 

 CINCINNATI, OH 45246

	
TRI COUNTY MALL, LLC

	
C/O DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 ATTN: DIRECTOR OF
 MALL MANAGEMENT

 3300 ENTERPRISE
 PARKWAY

 BEACHWOOD, OH 44122


	
1 YORK GALLERIA

 SPACE 271

 YORK, PA 17402

	
YORK GALLERIA LIMITED
 PARTNERS

	
HIP/CBL & ASSOCIATES
 PROPERTIES, INC./CBL
CENTER/2030 HAMILTON PLACE BOULEVARD/SUITE 500

 CHATTANOOGA, TN
 37421-6000












	
 

	
 

	
 


	
SUITE 1092

 BOULDER, CO 80301

	
MACERICH MACERICH SHARED
 SERVICES

	
TWENTY NINTH STREET

 ATTN: SALES
 ASSOCIATE

 PO BOX 2188

 SANTA MONICA, CA
 90406-2188


	
3441 LINDEN ROAD

 SPACE 860

 FLINT MI 48507

	
GENESEE VALLEY PARTNERS
 LP

	
ATTN: ASSET
 MANAGER-GENESEE

 124 JOHNSON FERRY
 ROAD

 ATLANTA GA 30328


	
7601 S CICERO AVE

 SPACE 494

 CHICAGO IL 60652

	
EGI PROPERTIES, LLC

	
TWO NORTH RIVERSIDE
 PLAZA

 SUITE 600

 CHICAGO, IL
 60606-2689


	
748 NEW RIVER ROAD

 CHRISTIANSBURG, VA
 24073

	
PR FINANCING LIMITED

	
PARTNERSHIP

 C/O PREIT SERVICES,
 LLC

 200 SOUTH BROAD
 ST.3RD FLOOR

 PHILADELPHIA, PA
 19102


	
651 KAPKOWSKI ROAD

 SPACE 2420

 ELIZABETH NJ 07201

	
JG ELIZABETH, LLC

	
C/O GLIMCHER PROPERTIES
 LIMITED PARTNERSHIP

 ATTN: GENERAL
 COUNSEL

 180 EAST BROAD
 STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
4802 VALLEYVIEW BLVD
 N.W.

 SPACE UE 255

 ROANOKE VA 24012

	
VALLEY VIEW MALL, LLC

	
VALLEY VIEW MALL

 CBL & ASSOC.
 PROPERTIES, INC.

 2030 HAMILTON PLACE
 BLVD. SUITE 500

 CHATTANOOGA TN 37421


	
3710 ROUTE 9

 SPACE 2321

 FREEHOLD NJ 07728

	
FREEMALL ASSOCIATES, LLC

	
LEGAL DEPARTMENT

 401 WILSHIRE BLVD
 STE 700

  SANTA MONICA CA 90401


	
3500 E WEST HWY

 SPACE 1432

 HYATTSVILLE MD 20782

	
PREIT SERVICES, LLC

	
ATTN: GENERAL COUNSEL

 200 SOUTH BROAD
 STREET

 3RD FLOOR

 PHILADELPHIA PA
 19102


	
ONE BELLIS FAIR PKWY

 SPACE 420

 BELLINGHAM WA 98226

	
BELLIS FAIR MALL

	
C/O BELLIS FAIR PARTNERS

 GENERAL GROWTH MGMT.

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
205 W BLACKSTOCK RD

 SUITE 80

 SPARTANBURG SC 29301

	
WESTGATE MALL II, LLC

	
C/O CBL &ASSOCIATES
 MANAGEMENT

 INC / 205 WEST
 BLACKSTOCK

 SUITE 1/ ATTN:
 LESLIE SMITH

 SPARTANBURG SC 29301


	
101 RANGELINE ROAD

 SPACE 204/206

 JOPLIN MO 64801

	
NORTHPARK MALL/JOPLIN,
 LLC

	
CBL & ASSOC. MGMT,
 INC., AGENT FOR NORTHPARK MALL

 CBL CENTER-SUITE 500

 2030 HAMILTON PLACE
 BOULEVARD 

 CHATTANOOGA TN
 37421-6000


	
3301-1361 EAST MAIN ST

  VENTURA CA
 93003

	
MACERICH BUENAVENTURA LP

	
CENTER MANAGER

 3301-1 EAST MAIN
 STREET

  VENTURA CA
 93003


	
3200 SEPULVEDA BLVD

 SPACE D9

 MANHATTAN BEACH CA

 90266

	
RREEF AMERICA REIT II
 CORP BBB

	
DBA MANATTAN VILLAGE S/C

  FRANK GARCIA PORTFOLIO MGR.

 101 CALIFORNIA
 STREET 26TH FLR

 SAN FRANCISCO CA
 94111


	
481 PARKWAY PLAZA

 EL CAJON CA 92020

	
PARKWAY PLAZA L.P.

	
C/O WESTFIELD
 CORPORATION INC.

 11601 WILSHIRE
 BLVD., 12TH FLR

 ATTN: LEASE
 ADMINISTRATION

 LOS ANGELES, CA
 90025














	
 

	
 

	
 


	
194 BUCKLAND HILLS DR
 SUITE 2122

 MANCHESTER CT 06040

	
PAVILLIONS @ BUCKLAND
 HILLS LLC

	
194 BUCKLAND HILLS DRIVE

  MANCHESTER, CT 06040


	
1801 SW WANAMAKER RD

 TOPEKA KS 66604

	
WEST RIDGE MALL LLC

	
M.S.MANAGEMENT
 ASSOCIATES INC.

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204-3438


	
1801 SW WANAMAKER RD

  TOPEKA KS
 66604

	
WEST RIDGE MALL LLC

	
M.S.MANAGEMENT
 ASSOCIATES INC.

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204-3438


	
2930 SOUTHDALE CENTER

 EDINA MN 55435-7041 

	
SOUTHDALE LIMITED
 PARTNERSHIP

	
SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

  INDIANAPOLIS
 IN 46204


	
1401 W ESPLANADE AVE

 SPACE 1210 

 KENNER LA 70065

	
ESPLANADE MALL L.P.

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204-3438


	
4410 MIDWAY BLVD

 ELYRIA OH 44035

	
CENTRO MIDWAY LLC

	
CENTRO WATT

 3343 MIDWAY MALL 

 ELYRIA, OH 44035


	
57 COLONIAL PARK MALL

 HARRISBURG PA
 17109-6256

	
CATALINA PARTNERS L.P.

	
C/O GLIMCHER COLONIAL
 PARK MALL, INC

 180 EAST BROAD
 STREET, 21ST FLOOR

 ATTN: GENERAL
 COUNSEL

 COLUMBUS OH 43215


	
1200 MORRIS TURNPIKE

 SPACE C111

 SHORT HILLS NJ
 07078-2746

	
SHORT HILLS ASSOCIATES,
 LLC

	
 200 EAST LONG LAKE
 ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS, MI
 48303-0200 


	
1200 MORRIS TURNPIKE

 SPACE C111

 SHORT HILLS NJ
 070782746

	
SHORT HILLS ASSOCIATES,
 LLC

	
 200 EAST LONG LAKE
 ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS, MI
 48303-0200


	
1200 MORRIS TURNPIKE

 SPACE C111

 SHORT HILLS NJ
 070782746

	
SHORT HILLS ASSOCIATES,
 LLC

	
 200 EAST LONG LAKE
 ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS, MI
 48303-0200


	
5801 DUKE ST

 SPACE E-248

 ALEXANDRIA VA 22304

	
LANDMARK MALL, L.L.C.

	
C/O GGP IVANHOE II, INC.

 110 NORTH WACKER
 DRIVE

  CHICAGO, IL 60606


	
3000 E FIRST AVE

 SPACE 100

 DENVER CO 80206 

	
TAUBMAN CHERRY CREEK
 SHOPPING CENTER LLC

	
THE TAUBMAN COMPANY

 200 EAST LONG LAKE
 ROAD

  BLOOMFIELD HILLS, MI 48304


	
12300 NORTH FREEWAY,
 SUITE 341

 HOUSTON TX
 77060-1805

	
GPM HOUSTON PROPERTIES,
 LTD.

	
 12301 NORTH
 FREEWAY, SUITE 209

 HOUSTON, TX 77061


	
6001 AIRPORT BLVD

 SPACE 1135

 AUSTIN TX 78752

	
HIGHLAND MALL

	
C/O HIGHLAND MALL
 LIMITED PARTNERSHIP

 ATTN: LAW/LEASE
 ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO, IL 60606


	
11025 CAROLINA PLACE
 PKWY

 SPACE A-090

 PINEVILLE NC 28134

	
CAROLINA PLACE L.L.C.

	
C/O CAROLINA PLACE

 110 N. WACKER DRIVE

 CHICAGO, IL 60606


	
3450 WRIGHTSBORO RD

 SPACE 1081

 AUGUSTA GA 30909

	
AUGUSTA MALL PARTNERSHIP

	
GENERAL GROWTH
 PROPERTIES, INC.

 10275 LITTLE
 PATUXENT PKWY

 ATTN: LAW/LEASING
 AND OPERATIONS

 COLUMBIA, MD
 21044-3456


	
6329-C NEWBERRY RD

 SUITE A-2C

 GAINESVILLE FL 32605

	
OAKS MALL GAINSVILLE LP

	
C/O GENERAL GROWTH
 PROPERTIES INC.

 110 NORTH WACKER
 DRIVE

  CHICAGO, IL 60606












	
 

	
 

	
 


	
215 E FOOTHILLS PKWY

 SPACE D5

 FORT COLLINS CO
 80525

	
GGP-FOOTHILLS L.L.C.

	
C/O GENERAL GROWTH

 110 NORTH WACKER
 DRIVE

 ATTN: GENERAL
 COUNSEL

 CHICAGO, IL 60606


	
1100 SOUTH HAYES STREET

 SPACE W07

 ARLINGTON VA 22202

	
FASHION CENTRE
 ASSOCIATES, LLC

	
C/O SIMON PROPERTY GROUP

  225 WEST
 WASHINGTON STREET

 INDIANAPOLIS, IN
 46204


	
1750 DEPTFORD CTR RD

 SPACE 1190

 DEPTFORD NJ 08096

	
MACERICH DEPTFORD, LLC

	
DEPTFORD MALL

 1750 DEPTFORD CENTER
 ROAD

 DEPTFORD, NJ 08096


	
447 S COUNTY CENTER WAY

  ST. LOUIS MO
 63129

	
SOUTH COUNTY
 SHOPPINGTOWN LLC

	
C/O CBL & ASSOCIATES
 MANAGEMENT, INC.

 SUITE 500, CBL
 CENTER

 2030 HAMILTON PLACE
 BOULEVARD

 CHATTANOOGA, TN 37421


	
27001 US HWY 19 NORTH

 SPACE 1009

 CLEARWATER FL 33761

	
BELLWETHER PROPERTIES OF
 FLORIDA ( LIMITED)

	
WESTFIELD CORPORATION
 INC.

 11601 WILSHIRE
 BOULEVARD,

 12TH FLOOR

 LOS ANGELES, CA
 90025


	
15555 EAST 14TH STREET

 SUITE 201

 SAN LEANDRO CA 94578

	
MADISON BAY FAIR LLC

	
C/O MADISON MARQUETTE 

 2001 PENNSYLVANIA
 AVENUE N.W.

 SUITE 1000

 WASHINGTON DC 20006


	
2300 BERNADETTE DRIVE

 SPACE 512

 COLUMBIA MO 65203

	
COLUMBIA MALL

	
COLUMBIA MALL L.L.C

 ATTN: LAW/LEASE
 ADMIN DEPT

 110 N. WACKER DRIVE

 CHICAGO, IL 60606


	
6555 E SOUTHERN AVE,
 SUITE 1408

 MESA AZ 85206-3723

	
EAST MESA ASSOCIATES

	
11411 NORTH TATUM
 BOULEVARD

  PHOENIX, AZ 85028


	
36 SERRAMONTE CENTER

  DALY CITY CA
 94015

	
DALY CITY SERRAMONTE
 CNTR, LLC

	
C/O JONES LANG LASALLE

 3 SERRAMONTE BLVD

 DALY CITY, CA 94015


	
1233 W AVENUE P

 SPACE 1121

 PALMDALE CA 93551

	
ANTELOPE VALLEY MALL
 DEVELOPERS LTD

	
TERMINAL TOWER

 50 PUBLIC SQUARE,
 SUITE 1100

 CLEVELAND, OH
 44113-2267


	
4750 N DIVISION ST

 BOX 148

 SPOKANE WA 99207

	
NORTH TOWN MALL

	
PRICE SPOKANE LIMITED
 PARTNERSHIP

 110 N WACKER DRIVE

 ATTN: LAW/LEASE
 ADMINISTRATION

 CHICAGO, IL 60606


	
3393 PEACHTREE RD NE

 SPACE 2016

 ATLANTA GA 30326

	
THE RETAIL PROPERTY
 TRUST

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204-3438


	
2126 ABBOTT MARTIN RD

 SPACE 114

 NASHVILLE TN 37215

	
DAVIS STREET LAND
 COMPANY OF TENNESSEE LLC

	
THE MALL AT GREEN HILLS

 MANAGEMENT OFFICE

 2126 ABBOTT MARTIN
 ROAD

 NASHVILLE, TN 37215


	
7814 EASTPOINT MALL

  BALTIMORE MD
 21224

	
THOR EASTPOINT MALL LLC

	
C/O THOR EQUITIES LLC

 25 WEST 39TH STREET,
 11TH FLOOR

 NEW YORK, NY 10018


	
236 VALLEY RIVER CENTER

  EUGENE OR
 97401

	
MACERICH VALLEY RIVER
 CENTER LLC

	
ATTN: LEGAL DEPARTMENT

 401 WILSHIRE BLVD
 SUITE 700

 SANTA MONICA, CA
 90401


	
1067 W BALTIMORE PIKE

 MEDIA PA 19063

	
SM GRANITE RUN MALL LP

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204












	
 

	
 

	
 


	
865 MARKET STREET

 SPACE 204

 SAN FRANCISCO CA
 94103

	
S.F. SHOPPING CENTRE
 ASSOCIATES, L.P.

	
C/O WESTFIELD
 CORPORATION, INC

 11601 WILSHIRE BLVD,
 FLOOR 12

 LOS ANGELES, CA
 90025


	
865 MARKET STREET

 SPACE 204

 SAN FRANCISCO CA
 94103

	
S.F. SHOPPING CENTRE
 ASSOCIATES, L.P.

	
C/O WESTFIELD
 CORPORATION, INC

 11601 WILSHIRE BLVD,
 FLOOR 12

 LOS ANGELES, CA
 90025


	
14912 BALTIMORE AVE

 LAUREL MD 207074821

	
LAURELRISING AS OWNER,
 LLC

	
C/O SOMERA CAPITAL
 MANAGEMENT, LLC

 5383 HOLLISTER AVE.,
 SUITE 240

 SANTA BARBARA, CA
 93111


	
90-15 QUEENS BLVD

 SPACE 2012

 ELMHURST NY 11373

	
MACERICH QUEENS
 EXPANSION, LLC

	
C/O MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD.
 SUITE 700

 SANTA MONICA, CA
 90407


	
1027 LLOYD CENTER

 PORTLAND OR 97232

	
LC PORTLAND, LLC

	
C/O GLIMCHER PROPERTIES
 LIMITED PARTNERSHIP

 ATTN: SENIOR VP/ CFO

 180 EAST BROAD
 STREET, 21ST FLOOR

 COLUMBUS, OH 43215


	
750 W 7TH AVE’

 LOS ANGELES, CA
 90017-3704

	
700 SOUTH FLOWER, LLC

	
700 SOUTH FLOWER STREET,
 SUITE 406

 LOS ANGELES, CA
 90071


	
480-5 TOWN CENTER
 PLACE 

 COLUMBIA SC 29229

	
VILLAGE AT SANDHILL, LLC

	
 101 FLINTLAKE RD

  COLUMBIA SC
 29223


	
3437 MASONIC DRIVE

 SPACE 1530

 ALEXANDRIA LA 71301

	
ALEXANDRIA MAIN MALL LLC

	
GENERAL GROWTH
 MANAGEMENT, INC.

 ATTN: LAW/LEASE
 ADMINISTRATION DEPT.

 110 NORTH WACKER
 DRIVE

 CHICAGO, IL 60606


	
2484 SAINT LOUIS
 GALLERIA

 ST. LOUIS MO 63117

	
SAINT LOUIS GALLERIA
 L.L.C.

	
C/O GENERAL GROWTH
 PROPERTIES

 110 NORTH WACKER
 DRIVE

 ATTN: GENERAL
 COUNSEL

 CHICAGO, IL 60606


	
272 EAST BROADWAY

 BLOOMINGTON MN
 554255512

	
MOAC MALL HOLDINGS LLC

	
60 EAST BROADWAY

 BLOOMINGTON, MN
 55425-5550


	
272 EAST BROADWAY

 BLOOMINGTON MN
 55425-5512

	
MOAC MALL HOLDINGS LLC

	
60 EAST BROADWAY

 BLOOMINGTON, MN
 55425-5550


	
272 EAST BROADWAY

 BLOOMINGTON MN
 55425-5512

	
MOAC MALL HOLDINGS LLC

	
60 EAST BROADWAY

 BLOOMINGTON, MN
 55425-5550


	
2500 N MAYFAIR ROAD

 SPACE 515

 WAUWATOSA WI 53226

	
MAYFAIR MALL

	
C/O MAYFAIR PROPERTY
 INC.

 110 NORTH WACKER

 ATTN: LAW/LEASE
 ADMIN. DEPT.

 CHICAGO, IL 60606


	
554 W 14 MILE RD

 TROY MI 48083

	
URBANCAL OAKLAND MALL,
 LLC

	
URBAN RETAIL PROPERTIES
 LLC

 ATTN: LEN W. TOBIASKI

 900 NORTH MICHIGAN
 AVENUE, SUITE 900

 CHICAGO, IL 60611


	
10000 CALIFORNIA STREET,
 SUITE 2142

 OMAHA NE 68114

	
WESTROADS MALL

	
C/O WESTROADS MALL LLC

 ATTN: LAW/LEASE
 ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO, IL 60606


	
523 BROADWAY

 NEW YORK NY
 100124431

	
523 BROADWAY ASSOCIATES,
 L.P.

	
523 BROADWAY

  NEW YORK, NY 10012


	
1201 BOSTON POST ROAD

 SPACE 1024

 MILFORD CT 06460

	
THE CONNECTICUT POST LTD
 PTR

	
C/O WESTFIELD
 CORPORATION

 11601 WILSHIRE
 BLVD., 12TH FL.

 LOS ANGELES, CA
 90025












	
 

	
 

	
 


	
5065 MAIN STREET

 SPACE 314

 TRUMBULL CT 06611

	
TRUMBULL SHOPPING
 CENTER#2 LLC

	
C/O WESTFIELD
 CORPORATION INC.

 11601 WILSHIRE
 BOULEVARD, 12TH FLOOR

 LOS ANGELES, CA
 90025


	
277 LEHIGH VALLEY MALL 

 WHITEHALL PA 18052

	
MALL AT LEHIGH VALLEY LP

	
C/O KRAVCO COMPANY

 234 GODDARD
 BOULEVARD

 P.O. BOX 135

 KING OF PRUSSIA, PA
 19406


	
100 CAMBRIDGESIDE PLACE

 MAILBOX 228

 CAMBRIDGE MA 02141

	
CAMBRIDGESIDE GALLERIA
 ASSOCS

	
C/O NEW ENGLAND
 DEVELOPMENT

 ONE WELLS AVENUE

 NEWTON, MA 02159


	
8522 BEVERLY BLVD

 SPACE 7799

 LOS ANGELES CA 90048

	
LA CIENEGA PARTNERS LP

	
C/O THE TAUBMAN COMPANY

 200 E. LONG LAKE
 ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI
 48303-0200


	
3800 MERLE HAY ROAD,
 SUITE 314

 DES MOINES IA 50310

	
MERLE HAY MALL

	
30 NORTH MICHIGAN AVE.,
 SUITE 1008

 CHICAGO, IL 60606


	
3702 FREDERICK BLVD

 SPACE 105

 ST. JOSEPH MO 64506

	
BELT HIGHWAY LP

	
EAST HILLS MALL C/O THE

 MANAGEMENT OFFICE

 3702 FREDERICK BLVD.

 ST. JOSEPH, MO 64506


	
3101 PGA BLVD

 SPACE C116

 PALM BEACH GARDENS
 FL 33410

	
FORBES/COHEN FLORIDA
 PROPERTIES, L.P.

	
 100 GALLERIA
 OFFICENTRE, SUITE #427

 P.O. BOX 667

 SOUTHFIELD, MI 48037


	
1105 WALNUT STREET

 SPACE G-130

 CARY NC 27511

	
CARY VENTURE LIMITED
 PARTNERSHIP

	
AND BELK-HUDSON-LEGGETT
 CO.

 C/O CBL &
 ASSOCIATES INC/2030

 HAMILTON PLAVE BLVD.
 SUITE 500

 CHATTANOOGA, TN
 37421


	
10800 W PICO BLVD

 SPACE 227

 LOS ANGELES CA 90064

	
MACERICH WESTSIDE
 PAVILION PROPERTY, LLC

	
C/O MACERICH PROPERTY
 MANAGEMENT COMPANY, LLC

 P.O. BOX 2172

 401 WILSHIRE BLVD,
 STE. 700

 SANTA MONICA, CA
 90407


	
2700
 MIAMISBURG/CENTERVLE

 DAYTON OH 45459

	
DAYTON MALL VENTURE LLC

	
C/O GLIMCHER DAYTON
 MALL, INC.

 ATTN: GENERAL
 COUNSEL

 180 EAST BROAD
 STREET, 21ST FLOOR

 COLUMBUS, OH 43215


	
1551 VALLEY WEST DRIVE

 SPACE 106A

 WEST DES MOINES IA
 50266

	
VALLEY WEST DM

	
C/O WATSON CENTERS, INC.

 3100 WEST LAKE
 STREET

 SUITE 420

 MINNEAPOLIS MN
 55416-4599


	
602 NESHAMINY MALL

 BENSALEM PA 19020

	
NESHAMINY MALL JOINT
 VENTURE

	
LIMITED PARTNERSHIP

 NESHAMINY MALL

 110 N. WACKER DRIVE

 CHICAGO, IL 60606


	
2 GALLERIA MALL DRIVE

 SPACE C-205

 TAUNTON MA 02780

	
SILVER CITY GALLERIA LLC

	
C/O GENERAL GROWTH MGMT,
 INC.

 110 NORTH WACKER
 DRIVE

 ATTN: GENERAL
 COUNSEL

 CHICAGO, IL 60606


	
255 HILLSDALE SHOP CTR

 SAN MATEO CA 94403

	
BOHANNON DEVELOPMENT
 COMPANY

	
 60 HILLSDALE MALL

  SAN MATEO, CA
 94403-3497


	
255 HILLSDALE SHOP CTR

 SAN MATEO CA 94403

	
BOHANNON DEVELOPMENT
 COMPANY

	
 60 HILLSDALE MALL

  SAN MATEO, CA
 94403-3497


	
255 HILLSDALE SHOP CTR

 SAN MATEO CA 94403

	
BOHANNON DEVELOPMENT
 COMPANY

	
 60 HILLSDALE MALL

  SAN MATEO, CA
 94403-3497












	
 

	
 

	
 


	
10000 COORS BYPASS NW

 SUITE F25

 ALBUQUERQUE NM
 87114-4075

	
SIMON PROPERTY GROUP,
 L.P.

	
M.S. MANAGEMENT
 ASSOCIATES INC.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS, IN
 46204


	
1402 SE EVERETT ML WAY

 SPACE 315

 EVERETT WA 98208

	
STEADFAST EVERETT MALL,
 LLC

	
C/O STEADFAST COMMERCIAL
 PROPERTIES

 MANAGEMENT COMPANY
 (SPACE LFL# 315 AND FL#380)

 4343 VON KARMAN,
 SUITE 300

 NEWPORT BEACH, CA
 92660


	
4250 CERRILLOS ROAD

 PO BOX 29655

 SANTA FE NM 87507

	
B&B SANTA FE MALL,
 LLC

	
GREGORY GREENFIELD &
 ASSOC.

 124 JOHNSON FERRY
 ROAD NE

 ATTN: ASSET
 MANAGER-SANTA FE PLACE

 ATLANTA, GA 30328


	
313 PASEO NUEVO MALL

 SANTA BARBARA CA
 93101

	
MADISON MARQUITTE RETAIL
 SERVICES, INC 

	
AGENT FOR I&G DIRECT
 REAL ESTATE 3 LP

 111 SOUTH LA BREA
 AVENUE, STE. 300

 ATTN: EXEC. VICE
 PRESIDENT, WESTON REGION 

 LOS ANGELES, CA
 90036


	
2212 GALLERIA AT TYLER

 RIVERSIDE CA
 92503-4144

	
GALLERIA AT TYLER

	
TYLER MALL LIMITED
 PARTNERSHIP

 ATTN: LAW/LEASE ADMIN
 DEPT

 110 NORTH WACKER
 DRIVE

 CHICAGO, IL 60606


	
201 E MAGNOLIA BLVD

 SPACE 292

 BURBANK CA 91501

	
BURBANK MALL ASSOCIATES,
 LLC

	
C/O CROWN REALTY &
 DEV. CORP.

 18201 VON KARMAN
 AVENUE

 SUITE 950

 IRVINE, CA 92612


	
272 BELLEVUE SQUARE

  BELLEVUE WA
 98004

	
BELLEVUE SQUARE
 MANAGERS, INC.

	
 575 BELLEVUE
 SQUARE

  BELLEVUE, WA 98004


	
650 LEE BLVD

 SPACE K-05C

 YORKTOWN HEIGHTS NY
 10598

	
JEFFERSON VALLEY MALL,
 LP

	
650 LEE BLVD

 YORKTOWN HEIGHTS NY
 10598


	
99 ROCKINGHAM PARK BLVD

 SUITE 13

 SALEM NH 03079

	
MALL AT ROCKINGHAM, LLC

	
C/O WELLSPARK GROUP

 ONE WELLS AVENUE

  NEWTON MA 02159


	
4301 W WISCONSIN AVE

 SPACE 512

 APPLETON WI 54913

	
FOX RIVER SHOPPING CTR

	
C/O GENERAL GROWTH MGMT,
 INC.

 400 S. HIGHWAY
 169-SUITE 800

 MINNEAPOLIS, MN
 55426


	
795 PLAZA DRIVE

  WEST COVINA CA
 91790

	
PLAZA WEST COVINA LP

	
WESTFIELD, LLC

 ATTN: LEGAL
 DEPARTMEMT

 11601 WILSHIRE BLVD,
 12TH FL.

 LOS ANGELES, CA
 90025


	
4950 PACIFIC AVENUE

 SPACE 415

 STOCKTON CA 95207

	
WTM GLIMCHER LLC

	
GLIMCHER PROPERTIES LP

 ATTN: GENERAL
 COUNSEL

 150 EAST GAY STREET

 COLUMBUS, OH 43215


	
100 GRAYROCK PLACE

 SPACE E-103

 STAMFORD CT 06901

	
RICH-TAUBMAN ASSOCIATES

	
 200 EAST LONG LAKE
 ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS, MI
 48303-0200


	
100 INDEPENDENCE WAY

 SPACE 133

 DANVERS MA 01923

	
MALL AT LIBERTY TREE,
 LLC

	
NATIONAL CITY CENTER

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS IN 46204


	
4800 BRIARCLIFF RD NE

 SUITE 2027A

 ATLANTA GA 30345

	
NORTHLAKE MALL, LLC

	
C/O SIMON PROPERTY GROUP

 115 WEST WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204












	
 

	
 

	
 


	
3405 CANDLERS MT RD

 SPACE E-230

 LYNCHBURG VA 24502

	
RIVER RIDGE MALL, LLC

	
C/O CBL &ASSOCIATES
 PROPERTIES, INC.

 2030 HAMILTON PLACE
 BLVD, SUITE 500

 CHATTANOOGA TN 37421


	
343 LOS CERRITOS CENTER

 CERRITOS CA
 90703-5424

	
MACERICH CERRITOS, LLC

	
MANAGEMENT OFFICE

 239 LOS CERRITOS
 CENTER

 CERRITOS, CA
 90703-5422


	
1855 41ST AVENUE

 SPACE J-7

 CAPITOLA CA 95010

	
THE MACERICH
 PARTNERSHIP, LP

	
MANAGEMENT OFFICE

 ATTN: CENTER MANAGER

 1855 41ST AVENUE

 CAPITOLA, CA 95010


	
5465 CENTRAL AVENUE

 CHARLOTTE NC 28212

	
CHARLOTTE EASTLAND MALL,
 LLC

	
C/O GLIMCHER EASTLAND,
 INC.

 ATTN: GENERAL
 COUNSEL

 180 EAST BROAD STREET,
 21ST FLOOR

 COLUMBUS, OH 43215


	
22500 TOWN CIRCLE

 SPACE 1168

 MORENO VALLEY CA
 92553

	
GGP-MORENO VALLEY, INC.

	
MORENO VALLEY MALL

 C/O GGP-MORENO
 VALLEY INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
24201 W VALENCIA BLVD,
 SUITE 1223

 VALENCIA CA 91355

	
VALENCIA TOWN CENTER
 VENTURE, LP 

	
WESTFIELD CORPORATION,
 INC.

 11601 WILSHIRE
 BOULEVARD, 11TH FLOOR

 LOS ANGELES, CA
 90025


	
3333 BRISTOL ST

 SPACE 1048

 COSTA MESA CA 92626

	
SOUTH COAST PLAZA MGMT
 OFFICE

	
3333 BRISTOL STREET

  COSTA MESA, CA 92626


	
451 MIRACLE MILE DRIVE

  ROCHESTER NY
 14623

	
THE MARKETPLACE

	
1265 SCOTTSVILLE ROAD

  ROCHESTER NY 14624


	
3700 ATLANTA HWY, SUITE
 163

 ATHENS GA 30606

	
GEORGIA SQUARE
 PARTNERSHIP

	
C/O CBL & ASSOCIATES
 MGMT, INC.

 CBL CENTER, SUITE
 500

 2030 HAMILTON PLACE
 BOULEVARD

 CHATTANOOGA, TN
 37421-6000


	
3301 VETERANS MEMORIAL
 BV, SUITE 110-D

 METAIRIE LA 70002

	
GREATER LAKESIDE
 CORPORATION

	
AS AGENT FOR CAUSEWAY
 LLC

 3301 VETERANS BLVD,
 SUITE 209

  METAIRIE, LA 70002


	
1475 UPPER VALLEY PIKE

 SPACE 204

 SPRINGFIELD OH 45504

	
DEBARTOLO CAPITAL
 PARTNERSHIP

	
C/O MS MANAGEMENT
 MANAGEMENT

 ASSOCIATES,
 INC./NATIONAL CITY

 CENTER/115 WEST
 WASHINGTON ST.

 INDIANAPOLIS, IN
 46204


	
10202 E WASHINGTON
 STREET

 INDIANAPOLIS IN
 46229

	
WASHINGTON SQUARE MALL,
 LLC

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS, IN 46204


	
46 WYOMING VALLEY MALL

 WILKES BARRE PA
 18702

	
PR WYOMING VALLEY LP

	
C/O PREIT SERVICES, LLC

 ATTN: GENERAL
 COUNSEL

 200 SOUTH BROAD
 ST.3RD FLOOR

 PHILADELPHIA, PA
 19102


	
S 8001 ORANGE BLOSSOM
 TRL

 SPACE 1202A

 ORLANDO FL 32809

	
FLORIDA MALL ASSOCIATES
 LTD.

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

  INDIANAPOLIS,
 IN 46204


	
3049 WILLIAM ST STE 137

 CAPE GIRARDEAU MO
 63703

	
CENTRO WEST PARK LLC

	
CENTRO WATT

 580 WEST GERMANTOWN
 PIKE, SUITE# 200

 PLYMOUTH MEETING, PA
 19462


	
300 SOUTH 24TH ST W

 SPACE A05

 BILLINGS MT 59102

	
MACERICH RIMROCK LP

	
MANAGEMENT OFFICE 

 ATTN: CENTER MANAGER

 300 SOUTH 24TH
 STREET

 BILLINGS, MT
 59102-5650













	
 

	
 

	
 


	
11401
 PINES BLVD

 SPACE 810

 PEMBROKE PINES FL 33026

	
PEMBROKE
 LAKES MALL LTD

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: KATHY FABRE 

 CHICAGO IL 60606


	
180
 STATE ROUTE 35

 STE 3106

 EATONTOWN NJ 07724-2018

	
EATONTOWN
 MONMOUTH MALL LLC

	
C/O
 VORNADO REALTY L.P.

 210 ROUTE 4 EAST

 ATTN: JOSEPH MACNOW

 PARAMUS NJ 07652


	
6650
 S WESTNEDGE AVE

 SPACE 147

 PORTAGE MI 49024

	
THE
 CROSSROADS MALL

	
C/O
 KALAMAZOO MALL L.L.C.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
5690
 N BAYSHORE DRIVE

  GLENDALE WI 53217

	
BAYSHORE
 TOWN CENTER, LLC.

	
C/O
 STEINER AND ASSOCIATES, INC

 4016 TOWNSFAIR WAY, SUITE 201

 ATT:LEASING ADMINISTRATION

 COLUMBUS OH 43219


	
178
 WESTFARMS MALL

  FARMINGTON CT 06032

	
WEST
 FARMS MALL, LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD
 BLOOMFIELD HILLS, MI 48304


	
1500
 APALACHEE PARKWAY

 SUITE 2021

 TALLAHASSEE FL 32301

	
GOVERNOR’S
 SQUARE

	
C/O
 TALLAHASSEE ASSOCIATES

 110 N. WACKER DR.

  CHICAGO, IL 60606


	
200
 C AVENUE

 P.O. BOX 76

 LAWTON OK 73501

	
GG&A
 CENTRAL MALL PARTNERS, L.P.

	
124
 JOHNSON FERRY ROAD

 ATTN: ASSET MANAGER, CENTRAL MALL - LAWTON

  ATLANTA GA 30328


	
900
 SHOPS AT MISSON VIEJO

  MISSION VIEJO CA 92691

	
MISSION
 VIEJO ASSOCIATES LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
630
 OLD COUNTRY RD

 SPACE 2006

 GARDEN CITY NY 11530

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
6001
 W WACO DRIVE

 SPACE 413

 WACO TX 76710

	
CBL
 RM-WACO, LLC

	
CBL
 & ASSOCIATES MGMNT, INC.

 SUITE 500/ CBL CENTER

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
5364
 KINGS PLAZA

 BROOKLYN NY 11234

	
ALEXANDER’S
 KINGS PLAZA, LLC

	
C/O
 VORNADO REALTY TRUST

 210 ROUTE 4 EAST 

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 PARAMUS NJ 07652


	
19575
 BISCAYNE BLVD

 SPACE 1013

 AVENTURA FL 33180-2357

	
AVENTURA
 MALL VENTURE

	
C/O
 TURNBERRY AVENTURA MALL CO

 19501 BISCAYNE BLVD., SUITE 400

 AVENTURA FL 33180


	
190
 CHICAGO RIDGE MALL

 CHICAGO RIDGE IL 60415

	
WESTFIELD
 CHICAGO RIDGE LESSEE, LLC

	
WESTFIELD
 CORPORATION, INC.

 11601 WILSHIRE BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
35000
 WEST WARREN ROAD

 SPACE 710 

 WESTLAND MI 48185

	
B&B
 WESTLAND CENTER MALL LLC

	
GREGORY
 GREENFIELD & ASSOCIATES

 ATTN: PRESIDENT

 124 JOHNSON FERRY ROAD, NE

 ATLANTA GA 30328


	
2701
 DAVID MCLEOD BLVD

 SPACE 1024

 FLORENCE SC 29501

	
PR
 MAGNOLIA LLC

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, SUITE 300

 PHILADELPHIA PA 19102













	
 

	
 

	
 


	
2727
 N FAIRFIELD RD, SUITE E-173

 BEAVER CREEK OH 45431

	
MFC
 BEAVERCREEK, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
1121
 METROCENTER

  JACKSON MS 39209

	
JACKSON
 METROCENTER MALL LTD.

	
CANNON
 COMMERCIAL 

 RE: METROCENTER MALL

 10850 WILSHIRE BLVD. STE 1050

 LOS ANGELES CA 90024


	
5001
 MONROE STREET, SUITE 936

 TOLEDO OH 43623-3621

	
WESTFIELD
 FRANKLIN PARK MALL,

	
 WESTFIELD CORPORATION INC

 11601 WILSHIRE BOULEVARD 

 12TH FLOOR LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
5001
 MONROE STREET

 SUITE 936

 TOLEDO OH 43623-3621

	
WESTFIELD
 FRANKLIN PARK MALL,

	
 WESTFIELD CORPORATION INC

 11601 WILSHIRE BOULEVARD 

 12TH FLOOR LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
7804
 ABERCORN STREET

 PO BOX 71, SPACE 2

 SAVANNAH GA 31406

	
GGP
 IVANHOE II, INC.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE
 CHICAGO IL 60606


	
7200
 DODGE STREET

 BOX 318

 OMAHA NE 68114

	
CROSSROADS
 MALL, LLC

	
M.S.
 MANAGEMENT ASSOC, INC.

 P.O. BOX 7033
 INDIANAPOLIS IN 46207


	
7200
 DODGE STREET

 BOX 318

 OMAHA NE 68114

	
CROSSROADS
 MALL, LLC

	
M.S.
 MANAGEMENT ASSOC, INC.

 P.O. BOX 7033

 INDIANAPOLIS IN 46207


	
46-056
 KAMEHAMEHA HWY

 SPACE E-3B

 KANEOHE HI 96744

	
TRUSTEES
 OF THE ESTATE OF

	
BERNICE
 PAUAHI BISHOP

 567 SOUTH KING STREET, STE 200 KAWAIAHAO PLAZA 

 ATTN:COMMERCIAL ASSET MANAGER 

 HONOLULU HI 96813


	
3131
 MANCHESTER EXPRESSWY, SUITE 6

 COLUMBUS GA 31909

	
PEACHTREE
 MALL, LLC

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
3075
 CLAIRTON RD

 SPACE 810

 WEST MIFFLIN PA 15123

	
CENTURY
 III MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2154
 FLORENCE MALL

  FLORENCE KY 41042

	
FLORENCE
 MALL L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606 


	
1655
 BOSTON ROAD

 UNIT E1

 SPRINGFIELD MA 011291363

	
EASTFIELD
 ASSOCIATES, L.L.C.

	
C/O
 MOUNTAIN DEVELOPMENT CORP.

 100 DELAWANNA AVENUE, STE. 100

 P.O. BOX 1069

 CLIFTON NJ 07014-1069


	
6055
 ST LAWRENCE CTR

  MASSENA NY 13662-7224

	
CARLYLE
 ST. LAWRENCE LLC

	
C/O
 CARLYLE DEVELOPMENT GROUP, INC.

 2 GANNETT DRIVE, SUITE 201

 ATTN: ASSET MGR./RE: ST.LAWRENCE

 WHITE PLAINS NY 10604


	
125
 WESTCHESTER AVE

 SPACE 3350

 WHITE PLAINS NY 10601

	
4676
 WESTCHESTER MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

  INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
4801
 OUTER LOOP RD

 SPACE A220

 LOUISVILLE KY 40219

	
JEFFERSON
 MALL COMPANY II, LLC

	
CBL
 & ASSOCIATES MGMT, INC

 CBL CENTER CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
4661
 FASHION SQUARE ML

  SAGINAW MI 48604

	
JG
 SAGINAW, LLC.

	
CBL
 & ASSOCIATES MGMT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA, TN 37421-6000


	
3661
 EISENHOWER PKWY

 PO BOX 25251

 MACON GA 31206

	
MACON
 MALL LLC

	
C/O
 JONES LANG LASALLE AMERICAS, INC

 3344 PEACHTREE ROAD NE, STE 1200

 ATTN: PRESIDENT & CEO, RETAIL

 ATLANTA, GA 30326


	
3333
 BUFORD DRIVE

 SPACE 1005

 BUFORD GA 30519

	
MALL
 OF GEORGIA, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET
 INDIANAPOLIS IN 46204


	
3000
 184TH ST SW

 SPACE 604

 LYNNWOOD WA 98037

	
ALDERWOOD
 MALL L.L.C.

	
GENERAL
 GROWTH PROPERTIES INC

 110 N WACKER DRIVE

  CHCAGO IL 60606


	
5901
 UNIVERSITY DRIVE

 SPACE 44

 HUNTSVILLE AL 35806

	
MADISON
 SQUARE ASSOCIATES LTD

	
C/O
 CBL & ASSOCIATES MGMT INC.

 2030 HAMILTON PLACE BOULEVARD

 SUITE 500

 CHATTANOOGA TN 37421-6000


	
1450
 ALA MOANA BLVD

 SPACE 1231

 HONOLULU HI 96814

	
GGP
 ALA MONA L.L.C.

	
LAW
 / LEASING DEPARTMENT

 110 NORTH WACKER DRIVE

  CHICAGO IL 60606


	
230
 W HURON ROAD

 SUITE 72.82

 CLEVELAND OH 44113

	
TOWER
 CITY PROPERTIES LTD

	
AN
 OHIO LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
2700
 N NARRAGANSETT AVE

 SUITE F8

 CHICAGO IL 60639-1030

	
INLAND
 US MANAGEMENT LLC/BLDG.

	
ATTN:
 ROBERT LEAHY

 2901 BUTTERFIELD ROAD

  OAK BROOK IL 60523


	
5111
 ROGERS AVE

 SPACE 157

 FORT SMITH AR 72903

	
FORT
 SMITH MALL, LLC.

	
C/O
 GREGORY GREENFIELD & ASSOCIATES

 ATTN: ASSET MANAGER/CENTRAL MALL

 124 JOHNSON FERRY ROAD NE

 ATLANTA GA 30328


	
9609
 COLERAIN AVE

 SPACE F10

 CINCINNATI OH 45251

	
FMP
 NORTHGATE LLC

	
BRANDYWINE
 R/E MANAGEMENT SERVICES CORP.

 ATTN: LEASING DEPT.

 2 PONDS EDGE DRIVE

 CHADDS FORD PA 19317


	
275
 W WISCONSIN AVE

  MILWAUKEE WI 53203

	
GRAND
 AVENUE CITY MALL LLC

	
ASHKENAZY
 ACQUSITION CORP

 433 FIFTH AVENUE

 SUITE 200

 NEW YORK NY 10016


	
1909
 SOUTH COMMONS

  FEDERAL WAY WA 98003-6039

	
STEADFAST
 COMMONS II, LLC

	
STEADFAST
 COMMERCIAL MANAGEMENT CO, INC.

 ATTN: CHIEF ADMINISTRATIVE OFFICER

 4343 VON KARMAN AVENUE, STE. 300

 NEWPORT BEACH CA 92660


	
4201
 WEST DIVISION ST

 SUITE B-16

 ST. CLOUD MN 56301

	
CROSSROADS
 CENTER

	
ST.
 CLOUD MALL LLC

 110 N. WACKER DR.

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606 













	
 

	
 

	
 


	
506
 TRUNCADO STREET

 SPACE C-109

 HATILLO PR 00659

	
DDR
 NORTE LLC S.E.

	
DDR
 PR VENUTRES II LLC

 3300 ENTERPRISE PARKWAY

  BEACHWOOD OH 44122


	
2200
 N MAPLE AVENUE

 SPACE 208

 RAPID CITY SD 57701

	
SM
 RUSHMORE MALL LLC

	
C/O
 RUSHMORE MALL

 2200 NORTH MAPLE AVENUE

 ATTN: GENERAL MANAGER

 RAPID CITY SD 57701-7881


	
161
 ROSEDALE CENTER

  ROSEVILLE MN 55113

	
PPF
 RTL ROSEDALE SHOPPING CENTER, LLC

	
MORGAN
 STANLEY REAL ESTATE ADVISOR, INC.

 ATTN: JENNIE PRIES

 1585 BROADWAY

 NEW YORK NY 10036


	
61
 WEST COUNTY CENTER

  DES PERES MO 63131

	
WEST
 COUNTY CENTER LLC

	
CBL
 & ASSOCIATES MANAGEMENT, INC

 SUITE 500, CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
168
 TOWNE CENTER CIRCLE

 SPACE B2 

 SANFORD FL 32771

	
SEMINOLE
 TOWNE CENTER L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
103
 RIVER OAKS CENTER

 SPACE B-35

 CALUMET CITY IL 60409

	
FOX
 VALLEY/RIVER OAKS PARTNERSHIP

	
M.S.
 MANAGEMENT ASSOCIATES INC. 

 NATIONAL CITY CENTER

 225 W WASHINGTON

 INDIANAPOLIS IN 46204


	
103
 RIVER OAKS CENTER

 SPACE B-35

 CALUMET CITY IL 60409

	
FOX
 VALLEY/RIVER OAKS PARTNERSHIP

	
M.S.
 MANAGEMENT ASSOCIATES INC. 

 NATIONAL CITY CENTER

 225 W WASHINGTON

 INDIANAPOLIS IN 46204


	
1201
 BROADWAY DRIVE

 SPACE E133

 SAUGUS MA 01906

	
MAYFLOWER
 SQUARE ONE, LLC

	
C/O
 SIMON PROPERTY GROUP, L.P.

 225 WEST WASHINGTON STREET  

 INDIANAPOLIS IN 46204


	
5100
 N 9TH AVE

 SPACE D419

 PENSACOLA FL 32504

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS

 IN 46204-3438


	
220
 APACHE MALL

 1201 12TH ST SW

 ROCHESTER MN 55902

	
APACHE
 MALL

	
C/O
 ROCHESTER MALL L.L.C

 ATTN: LAW/LEASE ADMINISTRATION

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
1201
 HOOPER AVE

 SPACE 1056

 TOMS RIVER NJ 08753

	
SIMON
 PROPERTY GROUP, INC.

	
225
 W. WASHINGTON STREET
 INDIANAPOLIS IN 46204


	
301
 MT HOPE AVENUE

 SPACE 2078

 ROCKAWAY NJ 07866

	
ROCKAWAY
 CENTER ASSOCIATES LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1201
 LAKE WOODLANDS DR

 SPACE 2034

 THE WOODLANDS TX 77380

	
THE
 WOODLANDS MALL ASSOCIATES

	
C/O
 GENERAL GROWTH MGMT., INC.

 110 NORTH WACKER DRIVE

 ATTN: SR. VICE PRESIDENT-MGMT.

 CHICAGO IL 60606


	
BY
 PASS 2050

 SUITE 127

 PONCE PR 00717

	
PLAZA
 DEL CARIBE, S.E.

	
P.O.
 BOX 363268

 SAN JUAN PR 00936-3268


	
1245
 WORCESTER STREET

 SUITE 1026

 NATICK MA 01760

	
NATICK
 MALL, LLC.

	
C/O
 GENERAL GROWTH PROPERTIES INC.

 110 NORTH WACKER DRIVE

 ATTN:LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606













	
 

	
 

	
 


	
160
 WALT WHITMAN ROAD, SUITE 1032

 HUNTINGTON STATION

 NY 11746-4151

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 42604


	
3251
 20TH AVE

 SPACE 246

 SAN FRANCISCO CA 94132-1961

	
GGP-SL
 LLC & STONESTOWN SHOPPING CENTER L.P.

	
110
 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
2929
 TURNER HILL ROAD

 SUITE 2205

 LITHONIA GA 300386916

	
STONECREST
 MALL SPE, LLC

	
 TERMINAL
 TOWER

 50 PUBLIC SQUARE - SUITE 1360

 CLEVELAND OH 44113-2267


	
2929
 TURNER HILL ROAD, SUITE 2205 

 LITHONIA, GA 30038-6916

	
THE
 MALL AT STONECREST, LLC

	
FOREST
 CITY COMMERCIAL MANAGEMENT INC.

 2929 TURNER HILL ROAD

  LITHONIA GA 30038


	
1700
 NORMAN DRIVE

 SPACE 1176

 VALDOSTA GA 31601

	
MARELDA
 VALDOSTA MALL, LLC

	
BABCOCK
 & BROWN

 1 DAG HAMMARSKJOLD PLAZA

 889 SECOND AVENUE, 49TH FLOOR

 NEW YORK NY 10017


	
2100
 PLEASANT HILL ROAD

 SUITE 152

 DULUTH GA 30096

	
MALL
 AT GWINNETT PLACE, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

  INDIANAPOLIS IN 46204-3438


	
1838
 W MICHIGAN AVE

  JACKSON MI 49202

	
WESTWOOD
 MALL

	
C/O
 WESTWOOD MALL L.P.

 ATTN: LAW/LEASE ADMIN DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
1700
 W INTERNATIONAL SPWY

 SPACE 422

 DAYTONA BEACH FL 32114-1361

	
VOLUSIA
 MALL, L.L.C.

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA, TN 37421


	
9301
 TAMPA AVENUE

 SUITE 93

 NORTHRIDGE CA 91324

	
NORTHRIDGE
 FASHION CENTER

	
U.K.-AMERICAN
 PROPERTIES, INC.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT

 CHICAGO IL 60606


	
777
 E MERRITT ISLAND CWY

 SPACE 175

 MERRITT ISLAND FL 32952

	
GLIMCHER
 MERRITT SQUARE, LLC

	
GLIMCHER
 PROPERTIES LIMITED PARTNERSHIP

 180 EAST BROAD STREET 

 21ST FLOOR 

 COLUMBUS OH 43215


	
657
 EASTVIEW MALL

  VICTOR NY 14564

	
EASTVIEW
 MALL, LLC

	
1265
 SCOTTSVILLE ROAD

 ROCHESTER, NY 14624


	
1200
 E COUNTY LINE RD

 SPACE 243

 RIDGELAND MS 39157-1943

	
NORTHPARK
 MALL L.P.

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

  INDIANAPOLIS IN 46204


	
FRAGOSA
 AVE

 SPACE 0156

 CAROLINA PR 00979 -3334

	
PLAZA
 CAROLINA MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP

  225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
STATE
 RD 3 KILOMTR 77.7

 SP C126 RIO ABAJO PR 360

 HUMACAO PR 00791

	
DDR
 PALMA REAL LLC SE

	
DDR
 PR VENUTRES II LLC

 3300 ENTERPRISE PARKWAY

  BEACHWOOD OH 44122 


	
9401
 WEST COLONIAL DRIVE

 SPACE 330

 OCOEE FL 34761

	
WEST
 OAKS MALL

	
C/O
 WEST OAKS MALL TRUST

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
4325
 GLENWOOD AVE

 RALEIGH NC 27612

	
CVM
 HOLDINGS, LLC

	
MANAGEMENT
 OFFICE

 4325 GLENWOOD AVENUE
 RALEIGH NC 27612













	
 

	
 

	
 


	
23191
 FASHION DRIVE

 SUITE 105

 ESTERO FL 33928

	
COCONUT
 POINT TOWN CENTER LLC

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

  INDIANAPOLIS IN 46204


	
A3
 MONROEVILLE MALL

 MONROEVILLE, PA 15146

	
CBL/MONROEVILLE,
 L.P.

	
C/O
 CBL & ASSOCIATES MGMT. INC

 MONROEVILLE MALL/ CBL CENTER

 2030 HAMILTON PL BLVD SUITE500

 CHATTANOOGA TN 37421-6000


	
6020
 E 82ND ST STE 316

 INDIANAPOLIS IN 46250-4572

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET
 INDIANAPOLIS IN 46204


	
16535
 SOUTHWEST FREEWAY

 SUITE 700

 SUGAR LAND TX 77479-2325

	
FIRST
 COLONY MALL

	
C/O
 FIRST COLONY MALL, LLC

 ATTN: LAW/LEASE ADMINISTRATION DEPARTMENT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
2415
 SAGAMORE PKWY SOUTH SPACE F-1

 LAFAYETTE IN 47905

	
SIMON
 PROPERTY GRP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON ST
 INDIANAPOLIS IN 46204-3438


	
1455
 NW 107TH AVENUE

 SUITE 510

 DORAL FL 331722716

	
MALL
 AT MIAMI INTERNATIONAL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

  INDIANAPOLIS IN 46204


	
9549
 W ATLANTIC BLVD

 CORAL SPRINGS FL 330716943

	
CORAL
 CS-LTD ASSOCIATES 

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON ST
 INDIANAPOLIS IN 46204-3438


	
9500
 S WESTERN AVE

 SPACE J-3

 EVERGREEN PARK IL 60805

	
EVERGREEN
 PLAZA ASSOCIATES I, L.P.

	
C/O
 THE PROVO GROUP

 9730 S. WESTERN AVENUE

 SUITE 418

 EVERGREEN PARK IL 60805


	
2701
 MING AVE

 SPACE 122

 BAKERSFIELD CA 93304

	
VALLEY
 PLAZA MALL

	
BAKERSFIELD
 MALL LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
1645
 W 49TH STREET

 SPACE 1340

 HIALEAH FL 33012

	
WESTLAND
 MALL LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD.

 11TH FLOOR

 LOS ANGELES CA 90025


	
1130
 BAYBROOK MALL

  FRIENDSWOOD TX 77546

	
BAYBROOK
 MALL LP-C/O GENERAL

	
GROWTH
 PROPERTIES

 110 N WACKER DRIVE
 CHICAGO IL 60606


	
6732
 PACIFIC BLVD

  HUNTINGTON PARK CA 90255-4110

	
6730
 PACIFIC BOULEVARD, LLC

	
 619
 N. FOOTHILL RD. 

  BEVERLY HILLS CA 90210


	
50
 HOLYOKE STREET

 PO BOX 10224

 HOLYOKE MA 01040

	
HOLYOKE
 MALL COMPANY LP

	
THE
 CLINTON EXCHANGE

 4 CLINTON SQUARE
 SYRACUSE NY 13202-1078


	
50
 HOLYOKE STREET

 PO BOX 10224

 HOLYOKE MA 01040

	
HOLYOKE
 MALL COMPANY LP

	
THE
 CLINTON EXCHANGE

 5 CLINTON SQUARE

 SYRACUSE NY 13202-1079


	
1114
 GREEN ACRES MALL

 SPACE 066A

 VALLEY STREAM NY 11581-1536

	
GREEN
 ACRES MALL, L.L.C.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
276
 MEDLEY CENTRE PKWY

 ROCHESTER NY 14622

	
BERSIN
 PROPERTIES, LLC

	
285
 MEDLEY CENTRE PARKWAY 

 IRONDEQUOIT NY 14622













	
 

	
 

	
 


	
521
 SHANNON MALL

 UNION CITY GA 302912029

	
SHANNON
 MALL INVESTMENTS, LLC

	
4475
 RIVER GREEN PARKWAY, SUITE 100

 DULUTH GA 30096


	
5085
 WESTHEIMER ROAD, SUITE 3510

 HOUSTON TX 77056

	
7621
 HG GALLERIA I, II, III, LP

	
C/O
 SIMON PROPERTY GROUP, L.P.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
14600
 LAKESIDE CIRCLE

 SPACE 2096

 STERLING HEIGHTS

 MI 48313

	
LAKESIDE
 MALL 

	
LAKESIDE
 MALL PROPERTY, LLC

 ATTN: LAW/LEASE ADMIN DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
3710
 ROUTE 9, SUITE 2210

 FREEHOLD NJ 07728

	
FREEMALL
 ASSOCIATES, LLC

	
LEGAL
 DEPARTMENT

 401 WILSHIRE BLVD STE 700
 SANTA MONICA CA 90401


	
5143
 E MONTCLAIR PLAZA LN

 MONTCLAIR CA 91763-1521

	
MONTCLAIR
 PLAZA 

	
C/O
 MONTCLAIR PLAZA, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1689
 ARDEN WAY, SUITE 2172

 SACRAMENTO CA 95815

	
ARDEN
 FAIR ASSOCIATES LP

	
MACERICH
 COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD,SUITE 700

 SANTA MONICA CA 90407


	
1689
 ARDEN WAY, SUITE 2172

 SACRAMENTO CA 95815

	
ARDEN
 FAIR ASSOCIATES LP

	
MACERICH
 COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD,SUITE 700

 SANTA MONICA CA 90407


	
7400
 SAN PEDRO, SUITE 944

 SAN ANTONIO TX 78216

	
NS
 MALL PROPERTY LP

	
GENERAL
 GROWTH PROPERTIES, INC

 10275 LITTLE PATUXENT PARKWAY

 ATT: LAW/LEASING AND OPERATIONS

 COLUMBIA MD 21044


	
18000
 VERNIER RD

 SPACE 225

 HARPER WOODS MI 48225

	
NEW
 EASTLAND MALL DEVELOPER, LLC

	
AAC
 MANAGEMENT CORP. 

 433 FIFTH AVENUE

 4TH FLOOR

 NEW YORK NY 10016


	
21500
 NORTHWESTERN HWY

 SPACE 240

 SOUTHFIELD MI 48075

	
GP-NORTHLAND
 CENTER, LLC

	
C/O
 JAGER MANAGEMENT, INC.

 610 OLD YORK ROAD
 JENKINTOWN PA 19046


	
4500
 N ORACLE ROAD

 SPACE 357B

 TUCSON AZ 85705

	
GGP-TUCSON
 MALL LLC

	
C/O
 GGP-TUCSON MALL LLC

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASING DEPARTMENT

 CHICAGO IL 60606


	
325
 SUN VALLEY MALL

 SPACE B-213

 CONCORD CA 94520

	
SUNVALLEY
 SHOPPING CENTER LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD, SUITE 300

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
9617
 N METRO PARKWAY WEST

 SPACE 1180

 PHOENIX AZ 85051

	
METRORISING
 AMS OWNER LLC

	
9617
 METRO PARKWAY WEST

 SUITE 1001

 ATTN: CENTER MANAGER

 PHOENIX AZ 85051


	
149
 ST CLAIR SQUARE

 FAIRVIEW HEIGHTS IL 62208

	
ST.
 CLAIR SQUARE L.P.

	
CBL
 & ASSOCIATES MGMT. INC. 

 2030 HAMILTON PLACE BOULEVARD

 SUITE 500

 CHATTANOOGA, TN 37421-0600













	
 

	
 

	
 


	
2142
 SAINT LOUIS GALLERIA

 ST. LOUIS, MO 63117

	
SAINT
 LOUIS GALLERIA L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO, IL 60606


	
2142
 SAINT LOUIS GALLERIA

  ST. LOUIS, MO 63117

	
SAINT
 LOUIS GALLERIA L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO, IL 60606


	
272
 EAST BROADWAY

 BLOOMINGTON MN 55425

	
MOAC
 MALL HOLDINGS LLC

	
60
 EAST BROADWAY

 BLOOMINGTON MN 55425-5550


	
2200
 S 10TH ST

 SPACE H 10

 MCALLEN TX 78503

	
SIMON
 PROPERTY GROUP (TEXAS) L.P.

	
M.S.
 MANAGEMENT ASSOC, INC.

 225 W. WASHINGTON STREET

  INDIANAPOLIS IN 46204


	
DE
 DIEGO EXP &

 COMERIO AVE

 BAYAMON PR 00961

	
DDR
 RIO HONDO LLC, SE

	
DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 ATTN: EXECUTIVE VICE PRESIDENT LEASING

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
A4
 MONROEVILLE MALL

 MONROEVILLE PA 15146

	
CBL/MONROEVILLE,
 L.P.

	
C/O
 CBL & ASSOCIATES MGMT. INC

 MONROEVILLE MALL/ CBL CENTER

 2030 HAMILTON PL BLVD SUITE 500

 CHATTANOOGA TN 37421-6000


	
3030
 PLAZA BONITA RD

 SPACE 2362

 NATIONAL CITY CA 91950

	
PLAZA
 BONITA LP

	
C/O
 WESTFIELD CORPORATION

 11601 WILSHIRE BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025


	
320
 NORTHWEST PLAZA

 ST. ANN MO 63074

	
NW
 PLAZA OWNER LLC

	
SOMERA
 CAPITAL MGMT, LLC

 115 WEST CANON PERDIDO STREET

  SANTA BARBARA CA 93101


	
320
 NORTHWEST PLAZA

  ST. ANN MO 63074

	
NW
 PLAZA OWNER LLC

	
SOMERA
 CAPITAL MGMT, LLC

 116 WEST CANON PERDIDO STREET

 SANTA BARBARA CA 93102


	
23000
 EUREKA ROAD

 SPACE D-21

 TAYLOR MI 48180

	
SOUTHLAND
 CENTER

	
SOUTHALND
 CENTER, LLC

 ATTN: LAW/LEASE ADMIN DEPT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
315
 N TELEGRAPH RD

 SUITE 146

 WATERFORD MI 48328

	
WADED,
 LLC

	
SUMMIT
 PLACE

 MALL MANAGEMENT OFFICE

 315 N. TELEGRAPH ROAD

 WATERFORD MI 48328


	
7601
 S CICERO AVE

  CHICAGO IL 60652

	
EGI
 PROPERTIES, LLC

	
TWO
 NORTH RIVERSIDE PLAZA,SUITE 600

 CHICAGO IL 60606-2689


	
1200
 E COUNTY LINE RD

 SPACE 320

 RIDGELAND MS 391571944

	
NORTHPARK
 MALL L.P.

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

   INDIANAPOLIS IN 46204


	
1200
 E COUNTY LINE RD

 SPACE 320

 RIDGELAND MS 391571944

	
NORTHPARK
 MALL L.P.

	
SIMON
 PROPERTY GROUP

 226 WEST WASHINGTON STREET

  INDIANAPOLIS IN 46205


	
11110
 MALL CIRCLE

 SPACE N-04

 WALDORF MD 20603

	
CHARLES
 MALL COMPANY LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

  INDIANAPOLIS IN 46204


	
22500
 TOWN CIRCLE

 SPACE 2172

 MORENO VALLEY CA 92553

	
GGP-MORENO
 VALLEY, INC.

	
MORENO
 VALLEY MALL

 C/O GGP-MORENO VALLEY INC.

 110 N. WACKER DR.

 CHICAGO IL 60606













	
 

	
 

	
 


	
5488
 S PADRE ISLAND DR, SUITE 1610

 CORPUS CHRISTI TX 78411

	
CORPUS
 CHRISTI RETAIL VENTURE, LP

	
C/O
 TRADEMARK PROPERTY CO.

 ATTN: FRED WALTERS @ LA PALMERA

 5488 SOUTH PADRES ISLAND DRIVE

 CORPUS CHRISTI TX 78411


	
651
 KAPKOWSKI ROAD

 SPACE 1432

 ELIZABETH NJ 07201

	
JG
 ELIZABETH, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
2200
 EASTRIDGE LOOP

 SPACE 1093

 SAN JOSE CA 95122

	
EASTRIDGE
 SHOPPING CENTER, LLC

	
EASTRIDGE
 MALL

 110 N. WACKER DRIVE
 CHICAGO IL 60606


	
5065
 MAIN STREET

  TRUMBULL CT 06611

	
TRUMBULL
 SHOPPING CENTER#2 LLC

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025


	
2245
 HILLTOP MALL ROAD

  RICHMOND CA 94806

	
RICHMOND
 ASSOCIATES LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

  INDIANAPOLIS IN 46204-3438


	
90-15
 QUEENS BLVD

 SPACE 1089

 ELMHURST NY 11373

	
MACERICH
 QUEENS EXPANSION, LLC

	
C/O
 MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD. SUITE 700

 SANTA MONICA CA 90407


	
6601
 NEWBERRY RD, SUITE L-1

 GAINESVILLE FL 32605

	
OAKS
 MALL GAINSVILLE LP

	
C/O
 GENERAL GROWTH PROPERTIES INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2050
 PONCE BY PASS

 SPACE 283

 PONCE PR 00717 

	
PLAZA
 DEL CARIBE, S.E.

	
P.O.
 BOX 363268
 SAN JUAN PR 00936-3268


	
6002
 SLIDE RD

 SPACE K-05, BOX 68465

 LUBBOCK TX 79414

	
MACERICH
 LUBBOCK LIMITED PARTNERSHIP

	
MACERICH
 COMPANY 

 P.O. BOX 2172

 401 WILSHIRE BOULEVARD, STE 700

 SANTA MONICA CA 90401


	
3295
 SOUTH LINDEN ROAD

 SPACE 980

 FLINT MI 48507

	
GENESEE
 VALLEY PARTNERS LP

	
ATTN:
 ASSET MANAGER-GENESEE

 124 JOHNSON FERRY ROAD

  ATLANTA GA 30328


	
1179
 GLENDALE GALLERIA

 GLENDALE CA 91210

	
GLENDALE
 I MALL ASSOCIATES, LLC

	
C/O
 GLENDALE GALLERIA

 MANAGEMENT OFFICE

 2148 GLENDALE GALLERIA

 GLENDALE CA 91210


	
1137
 METROCENTER

 JACKSON MS 39209

	
JACKSON
 METROCENTER MALL LTD.

	
CANNON
 COMMERCIAL 

 RE: METROCENTER MALL

 10850 WILSHIRE BLVD. STE 1050

 LOS ANGELES CA 90024


	
5725
 JOHNSTON ST

 BOX 2102

 LAFAYETTE LA 70503

	
ACADIANA
 MALL CMBS, LLC

	
C/O
 CBL & ASSOCIATES MGMT, INC., 

 SUITE 500 - CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
5725
 JOHNSTON ST

 BOX 2102

 LAFAYETTE LA 70503

	
ACADIANA
 MALL CMBS, LLC

	
C/O
 CBL & ASSOCIATES MGMT, INC.

 SUITE 500 - CBL CENTER

 2031 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37422


	
10202
 E WASHINGTON STREET

  INDIANAPOLIS IN 46229

	
WASHINGTON
 SQUARE MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
21712
 HAWTHORNE BLVD

 SPACE 255

 TORRANCE CA 90503

	
DEL
 AMO FASHION CENTER OPERATING COMPANY, LLC

	
C/O
 MILLS SERVICES CORP.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1750
 DEPTFORD CTR RD

 SPACE 1232

 DEPTFORD NJ 08096

	
MACERICH
 DEPTFORD, LLC

	
DEPTFORD
 MALL

 1750 DEPTFORD CENTER ROAD

 DEPTFORD NJ 08096


	
7501
 W CERMAK ROAD

 SPACE L3

 NORTH RIVERSIDE IL 60546

	
NORTH
 RIVERSIDE PARK ASSOC. LLC

	
MALL
 MANAGEMENT

 7501 WEST CERMAK ROAD

  NORTH RIVERSIDE IL 60546


	
456
 WOODBRIDGE CENTER DR 

 WOODBRIDGE NJ 07095

	
WOODBRIDGE
 CENTER PROPERTY, LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE 

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
12300
 NORTH FREEWAY, SUITE 350

 HOUSTON TX 77060

	
GPM
 HOUSTON PROPERTIES, LTD.

	
12300
 NORTH FREEWAY, SUITE 208 

 HOUSTON TX 77060


	
598
 W 14 MILE RD

  TROY MI 48083

	
URBANCAL
 OAKLAND MALL, LLC

	
URBAN
 RETAIL PROPERTIES LLC

 ATTN: LEN W. TOBIASKI

 900 NORTH MICHIGAN AVENUE, SUITE 900

 CHICAGO IL 60611


	
1500
 APALACHEE PARKWAY

 SPACE 2395

 TALLAHASSEE FL 32301 

	
GOVERNOR’S
 SQUARE

	
C/O
 TALLAHASSEE ASSOCIATES

 110 N. WACKER DR.

  CHICAGO IL 60606


	
6001
 AIRPORT BLVD

 SPACE 1210

 AUSTIN TX 78752 

	
HIGHLAND
 MALL

	
C/O
 HIGHLAND MALL LIMITED PARTNERSHIP

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
FRAGOSA
 AVE

 SPACE 151

 CAROLINA PR 00979-3334

	
PLAZA
 CAROLINA MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP 

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
30-244
 MALL DRIVE W

  JERSEY CITY NJ 07310

	
NC
 MALL ASSOCIATES C/O MS

	
MANAGEMENT
 ASSOCIATES, INC.

 C/O SIMON PROPERTY GROUP

 225W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4403
 BLACK HORSE PIKE, UITE 226

 MAYS LANDING NJ 08330

	
HAMILTON
 MALL, LLC

	
C/O
 KRAVCO COMPANY

 234 MALL BOULEVARD 

 KING OF PRUSSIA PA 19406


	
44
 RIVER OAKS CENTER

 SPACE C 32

 CALUMET CITY IL 60409

	
FOX
 VALLEY/RIVER OAKS PARTNERSHIP

	
M.S.
 MANAGEMENT ASSOCIATES INC. 

 NATIONAL CITY CENTER

 225 W WASHINGTON

 INDIANAPOLIS IN 46204


	
44
 RIVER OAKS CENTER

 SPACE C 32

 CALUMET CITY IL 60409

	
FOX
 VALLEY/RIVER OAKS PARTNERSHIP

	
M.S.
 MANAGEMENT ASSOCIATES INC. 

 NATIONAL CITY CENTER

 225 W WASHINGTON

 INDIANAPOLIS IN 46204


	
3320
 US HWY 1 UNIT 166

  LAWRENCEVILLE NJ 08648

	
LAWRENCE
 ASSOCIATES

	
C/O
 KRAVCO COMPANY

 234 MALL BOULEVARD

 P.O. BOX  1528

 KING OF PRUSSIA PA 19406 


	
401
 BISCAYNE BLVD

 SPACE N245

 MIAMI FL 33132-1977

	
BAYSIDE
 CENTER LP

	
C/O
 GENERAL GROWTH PROPERTIES INC

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044













	
 

	
 

	
 


	
1000
 RIVERGATE PARKWAY

 SUITE 1935

 GOODLETTSVILLE TN 37072

	
RIVERGATE
 MALL LIMITED PARTNERSHIP

	
CBL
 & ASSOCIATES PROPERTIES

 CBL CENTER

 2030 HAMILTON PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421-6000


	
1000
 RIVERGATE PARKWAY

 SUITE 1935

 GOODLETTSVILLE TN 37072

	
RIVERGATE
 MALL LIMITED PARTNERSHIP

	
CBL
 & ASSOCIATES PROPERTIES

 CBL CENTER

 2030 HAMILTON PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421-6000


	
15364
 GRAND RIVER AVE

  DETROIT MI 48227

	
TAE
 GUN LEE

	
LAW
 OFFICES OF H. WOLKIND

 30833 NORTHWESTERN HIGHWAY

 SUITE 121

 FARMINGTON HILLS MI 48334


	
1350
 TRAVIS BLVD

 SPACE Z-19

 FAIRFIELD CA 94533

	
SOLANO
 MALL LP

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD., 11TH FLR

 ATTN: LEGAL DEPT.

 LOS ANGELES CA 90025


	
2300
 E LINCOLN HWY

 SPACE 2043

 LANGHORNE PA 19047

	
LINCOLN
 PLAZA ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
121
 SHARPSTOWN CENTER 

  HOUSTON TX 77036-5054

	
RAIT
 SHARPSTOWN LLC 

	
7500
 BELLAIRE BLVD., SUITE 201

 HOUSTON TX 77036


	
5662
 W SAGINAW HWY

  LANSING MI 48917

	
LANSING
 MALL

	
C/O
 LANSING MALL LP

 110 N. WACKER DR.
 CHICAGO IL 60606


	
1400
 WILLOWBROOK BLVD

 SPACE 2020

 WAYNE NJ 07470

	
WILLOWBROOK

	
WILLOWBROOK
 MALL, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N.WACKER DRIVE

 CHICAGO IL 60606


	
1305
 NE 163RD ST

 SPACE 1352

 NORTH MIAMI BEACH, FL 33162

	
ERT
 163RD ST. MALL, LLC

	
C/O
 CENTRO PROPERTIES GROUP

  420 LEXINGTON AVENUE, 7TH FLOOR

 NEW YORK NY 10170


	
700
 HAYWOOD RD

 GREENVILLE SC 29607

	
BELLWETHER
 PROPERTIES OF SOUTH CAROLINA, LP

	
M.S.
 MANAGEMENT ASSOCIATES, ONCE

 NATIONAL CITY CENTER

 115 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3001
 KNOXVILLE CENTER DR

 SUITE 2273

 KNOXVILLE TN 37924

	
KNOXVILLE
 CENTER, L.L.C.

	
C/O
 M.S. MANAGEMENT ASSOCIATES INC.

  225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3450
 WRIGHTSBORO RD

 SUITE 1185

 AUGUSTA GA 30909-0545

	
AUGUSTA
 MALL PARTNERSHIP

	
GENERAL
 GROWTH PROPERTIES, INC.

 10275 LITTLE PATUXENT PKWY

 ATTN: LAW/LEASING AND OPERATIONS

 COLUMBIA MD 21044-3456


	
5161
 KINGS PLAZA

 BROOKLYN NY 11234

	
ALEXANDER’S
 KINGS PLAZA, LLC

	
C/O
 VORNADO REALTY TRUST

 210 ROUTE 4 EAST 

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 PARAMUS NJ 07652


	
3700
 ATLANTA HWY

  ATHENS GA 30606

	
GEORGIA
 SQUARE PARTNERSHIP

	
C/O
 CBL & ASSOCIATES MGMT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421-6000


	
3661
 EISENHOWER PKWY

 PO BOX 25223

 MACON GA 31206

	
MACON
 MALL LLC

	
C/O
 JONES LANG LASALLE AMERICAS, INC

 3344 PEACHTREE ROAD NE, STE 1200

 ATTN: PRESIDENT & CEO, RETAIL

 ATLANTA GA 30326













	
 

	
 

	
 


	
1401
 W ESPLANADE AVE, SUITE 508

 KENNER LA 70065

	
ESPLANADE
 MALL L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

  INDIANAPOLIS IN 46204-3438


	
1401
 W ESPLANADE AVE, SUITE 508

 KENNER LA 70065

	
ESPLANADE
 MALL L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

  INDIANAPOLIS IN 46204-3438




	
4801
 OUTER LOOP ROAD

 LOUISVILLE KY 40219

	
JEFFERSON
 MALL COMPANY II, LLC

	
CBL
 & ASSOCIATES MGMT, INC

 CBL CENTER CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
1945
 SOUTHLAKE MALL

 SPACE DL-432

 MERRILLVILLE IN 46410

	
SOUTHLAKE
 INDIANA LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD, 11TH FLOOR

 LOS ANGELES CA 90025


	
1945
 SOUTHLAKE MALL

 SPACE DL-432

 MERRILLVILLE IN 46410

	
SOUTHLAKE
 INDIANA LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD, 11TH FLOOR

 LOS ANGELES CA 90025


	
2021
 N HIGHLAND AVE 

 JACKSON TN 38305

	
OLD
 HICKORY MALL VENTURE II, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC

 SUITE 500-CBL CENTER

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
2150
 NORTHWOODS BLVD, UNIT F-40

 NORTH CHARLESTON SC 29406

	
NORTH
 CHARLESTON JOINT VENTURE II, LLC

	
CBL
 & ASSOCIATES MGMT. INC.

 NORTHWOODS MALL OFFICE

 2150 NORTHWOODS BLVD UNIT #60

 CHATTANOOGA TN 37421-6000


	
3849
 S DELSEA DRIVE, SUITE F24

 VINELAND NJ 08360

	
C/O
 PREIT SERVICES, LLC

	
ATTN:
 GENERAL COUNSEL

 THE BELLEVUE - 3RD FLOOR

 200 SOUTH BROAD STREET

 PHILADELPHIA PA 19102


	
1094
 EASTDALE MALL

 SPACE D-5

 MONTGOMERY AL 36117

	
EASTDALE
 MALL, LLC

	
C/O
 ARONOV REALTY MGMT. INC.

 3500 EASTERN BOULEVARD

 ATTN: LEGAL DEPARTMENT

 MONTGOMERY AL 36116-1781


	
4201
 COLDWATER ROAD

 SPACE M09

 FORT WAYNE IN 46805

	
GGP-GLENBROOK
 LLC

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN

 CHICAGO IL 60606


	
4201
 COLDWATER ROAD

 SPACE M09

 FORT WAYNE IN 46805

	
GGP-GLENBROOK
 LLC

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN

 CHICAGO IL 60606


	
400
 W PRIEN LAKE ROAD

  LAKE CHARLES LA 70601

	
SPG
 PRIEN, LLC

	
SIMON
 PROPERTY GROUP LP

 MS MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
9301
 TAMPA AVENUE, SUITE 157

 NORTHRIDGE CA 91324

	
NORTHRIDGE
 FASHION CENTER

	
U.K.-AMERICAN
 PROPERTIES, INC.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT

 CHICAGO IL 60606


	
3535
 MILITARY AVE SUITE 179

 ISABELA PR 00662

	
DDR
 ISABELA LLC SE

	
DDR
 PR VENTURES II LLC

 3300 ENTERPRISE PARKWAY

  BEACHWOOD OH 44122













	
 

	
 

	
 


	
921
 EASTCHESTER DRIVE

 SUITE 2070

 HIGH POINT NC 27262

	
HIGH
 POINT DEVELOPMENT LIMITED PARTNERSHIP

	
CBL
 & ASSOCIATES PROPERTIES, INC.

 CBL CENTER

 2030 HAMILTON PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421-6000


	
AVENIDA
 LOS ROMEROS #9410

  SAN JUAN PR 00926

	
VORNADO
 MONTEHIEDRA ACQUISITIONS L.P.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT, RETAIL

 888 SEVENTH AVENUE

 NEW YORK NY 10019


	
MARTINEZ
 NADAL AVENUE

  GUAYNABO PR 00969

	
BPP
 RETAIL PROPERTIES, LLC

	
LOS
 JARDINES SHOPPING CENTER

 130 MARGINAL STREET SUITE 300

 GUAYNABO PR 00969-3470


	
3131
 MANCHESTER EXPRESSWY, SUITE 16

 COLUMBUS GA 31909

	
PEACHTREE
 MALL, LLC

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
20505
 SOUTH DIXIE HWY

 SPACE 1785

 CUTLER BAY FL 33189

	
SOUTHLAND
 MALL PROPERTIES, LLC

	
GUMBERG
 ASSET MGMT CORP

 3200 NORTH FEDERAL HIGHWAY

  FT LAUDERDALE FL 33306


	
19121
 LIVERNOIS

  DETROIT MI 48221

	
RAFFI
 DERBABIAN

	
 4572
 BRIGHTMORE COURT
 BLOOMFIELD HILLS MI 48302 


	
4999
 OLD ORCHARD CTR, SUITE A25

 SKOKIE IL 60077-4721

	
OLD
 ORCHARD URBAN LIMITED PARTNERSHIP

	
LASALLE
 BANK NATIONAL ASSOCIATION

 11601 WILSHIRE BLVD., 12TH FLOOR

 LOS ANGELES CA 90025


	
125
 WESTCHESTER AVE

 SPACE 3110A 

 WHITE PLAINS NY 10601

	
4676
 WESTCHESTER MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

  INDIANAPOLIS IN 46204


	
#33 

 CAGUAS PR 00725-3655

	
GRAND
 STORE CORPORATION

	
DR.
 VEVE STREET, #127
 BAYAMON PR 00961


	
STREET
 106

  RIO PIEDRAS PR 00925

	
KANAR,
 S.E.

	
72
 PONCE STREET
 SAN JUAN PR 00917


	
2700
 POTOMAC MILLS CIRCLE, SUITE 215

 WOODBRIDGE VA 22192-4653

	
MALL
 AT POTOMAC MILLS LLC

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

  INDIANAPOLIS IN 46204-3438


	
364
 PITTSBURGH MILLS CIRL

  TARENTUM PA 15084-3837

	
PITTSBURGH
 MILLS LIMITED PARTNERSHIP

	
DBA
 THE GALLERIA @ PITTSBURGH MILLS

 C/O ZAMIAS SVCS ATTN: SAMUEL ZAMIAS

 300 MARKET STREET

 JOHNSTOWN PA 15901


	
1201
 LAKE WOODLANDS DR

 SPACE 1014

 THE WOODLANDS TX 77380-5001

	
THE
 WOODLANDS MALL ASSOCIATES

	
C/O
 GENERAL GROWTH MGMT., INC.

 110 NORTH WACKER DRIVE

 ATTN: SR. VICE PRESIDENT-MGMT.

 CHICAGO IL 60606


	
421
 BUSH RIVER ROAD

 UNIT 152

 COLUMBIA SC 29210-7349

	
DUTCH
 SQUARE LLC.

	
C/O
 PHILLIPS, EDISON & COMPANY

 11501 NORTHLAKE DRIVE

  CINCINNATI OH 45249


	
475
 CEDAR SAGE DRIVE

 SPACE J11

 GARLAND TX 75040

	
SIMON
 PROPERTY GROUP (TEXAS), LP

	
MS
 MANAGEMENT ASSOCIATES INC

 NATIONAL CITY CENTER

 225 W WASHINGTON 

 INDIANAPOLIS IN 46204


	
226
 TOWNE CENTER CIRCLE

  SANFORD FL 32771

	
SEMINOLE
 TOWNE CENTER L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET
 INDIANAPOLIS IN 46204-3438


	
9427
 JOS CAMPAU STREET

  HAMTRAMCK MI 48212-3435

	
PROGRESSIVE
 POLETOWN PROP.

	
 P.O.
 BOX 12429
 HAMTRAMCK MI 48212


	
3265
 W MARKET STREET

 SPACE 130

 FAIRLAWN OH 44333

	
MALL
 AT SUMMIT, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

  INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
1201
 BROADWAY DRIVE

 SPACE 217 UPPER LEVEL

 SAUGUS MA 01906

	
MAYFLOWER
 SQUARE ONE, LLC

	
C/O
 SIMON PROPERTY GROUP, L.P.

 225 WEST WASHINGTON STREET

  INDIANAPOLIS IN 46204


	
5000
 KATY MILLS CIRCLE

 SUITE 606

 KATY TX 77494-4418

	
KATY
 MILLS MALL LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

  INDIANAPOLIS IN 46204


	
619
 EAST BOUGHTON ROAD

 SUITE 110, SPACE 275

 BOLINGBROOK IL 60440

	
FC
 JANES PARK, LLC

	
TERMINAL
 TOWER 

 50 PUBLIC SQUARE 

 SUITE 1360

 CLEVELAND OH 44113-2267


	
674
 CINCINNATI MILLS DR

  CINCINNATI OH 45240

	
CINCINNATI
 MILLS, LLC

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

  INDIANAPOLIS IN 46204


	
1300
 WEST SUNSET RD

 SUITE 2309 

 HENDERSON NV 89014

	
RANCH
 CENTER ASSOCIATES LIMITE

	
D
 PARTNERSHIP/A NEVADA LIMITED

 PARTNERSHIP/TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
5870
 EAST BROADWAY BLVD

 SPACE 338

 TUCSON AZ 85711

	
PARK
 PLACE MALL

	
PARK
 MALL LLC

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
5870
 EAST BROADWAY BLVD

 SPACE 338

 TUCSON AZ 85711

	
PARK
 PLACE MALL

	
PARK
 MALL LLC

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
901
 MARKET STREET

 SPACE 4205

 PHILADELPHIA PA 19107

	
PR
 GALLERY I LIMITED

	
PARTNESHIP

 C/O PREIT

 200 SOUTH BROAD STREET,3RD FL

 PHILADELPHIA PA 19102


	
5065
 MAIN STREET

 SPACE 304

 TRUMBULL CT 06611

	
TRUMBULL
 SHOPPING CENTER#2 LLC

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BOULEVARD

 12TH FLOOR

 LOS ANGELES CA 90025


	
5065
 MAIN STREET

 SPACE 304

 TRUMBULL CT 06611

	
TRUMBULL
 SHOPPING CENTER#2 LLC

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BOULEVARD

 12TH FLOOR

 LOS ANGELES CA 90025


	
8640
 PULASKI HWY

 SPACE 134

 ROSEDALE MD 21237

	
GOLDEN
 RING II, LLC

	
 1919
 WEST STREET, SUITE 100 

 ANNAPOLIS MD21401


	
3451
 S DOGWOOD AVENUE

 SPACE 1464

 EL CENTRO CA 92243

	
IMPERIAL
 VALLEY MALL II, LP

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
1150
 EL CAMINO REAL, SUITE 113

 SAN BRUNO CA 94066-2421

	
TANFORAN
 PARK SHOPPING CENTER LLC

	
WATTSON
 BREEVAST

 3600 BIRCH STREET, SUITE 250

 NEWPORT BEACH CA 92660


	
1000
 TURTLECREEK DRIVE, SUITE 250

 HATTIESBURG MS 39402

	
TURTLE
 CREEK L.P.

	
C/O
 CBL & ASSOCIATES MGMT INC.

 2030 HAMILTON PLACE BLVD. 500

 CHATTANOOGA TN 37421-6000


	
7273
 WEST ALASKA DRIVE

  LAKEWOOD CO 80226

	
BELMAR
 MAINSTREET HOLDINGS I, LLC

	
1430
 WYNKOOP STREET, SUITE 100 

 DENVER CO 80202


	
541
 BROADWAY

  NEW YORK NY 10012-4431

	
FOSSIL
 STORES I INC

	
ANN
 PANEK

 2280 NORTH GREENVILLE AVENUE

  RICHARDSON TX 75082













	
 

	
 

	
 


	
1206
 S 17TH STREET

 SPACE B6A

 KOKOMO IN 46902

	
MARKLAND
 MALL, LLC

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 225 WEST WASHINGTON ST
 INDIANAPOLIS IN 46204


	
651
 KAPKOWSKI ROAD

 SPACE 2442

 ELIZABETH NJ 07201-2923

	
JG
 ELIZABETH, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
2529
 MAIN STREET, SUITE 119

 UNION GAP WA 98903-1691

	
VALLEY
 MALL, L.L.C.

	
C/O
 CENTERCAL PROPERTIES, LLC

 7455 SW BRIDGEPORT ROAD, SUITE # 205

 TIGARD OR 97224


	
2284
 KALAKAUA AVENUE

 SPACE C-130

 HONOLULU HI 96815

	
HI
 120 DEVELOPMENT, INC. 

	
COLLIERS
 MONROE FRIEDLANDER

 PO BOX 257

  HONOLULU HI 96809 


	
2284
 KALAKAUA AVENUE

 SPACE C-130

 HONOLULU HI 96815

	
HI
 120 DEVELOPMENT, INC. 

	
COLLIERS
 MONROE FRIEDLANDER

 PO BOX 257 

 HONOLULU HI 96809


	
1445
 WEST SOUTHERN AVENUE, SUITE 1114

 MESA AZ 85202-4871

	
MACERICH
 FIESTA MALL, LLC

	
1445
 WEST SOUTHERN AVENUE, SUITE 2104

 ATTN: SHEILA HUNTER

 PHOENIX AZ 85202


	
1445
 WEST SOUTHERN AVENUE, SUITE 1114

 MESA AZ 85202-4871

	
MACERICH
 FIESTA MALL, LLC

	
1445
 WEST SOUTHERN AVENUE, SUITE 2104

 ATTN: SHEILA HUNTER

 PHOENIX AZ 85202


	
1445
 WEST SOUTHERN AVENUE, SUITE 1114

 MESA AZ 85202-4871

	
MACERICH
 FIESTA MALL, LLC

	
1445
 WEST SOUTHERN AVENUE, SUITE 2104

 ATTN: SHEILA HUNTER

 PHOENIX AZ 85202


	
1665
 STATE HILL ROAD

 SPACE A-11

 WYOMISSING PA 19610

	
BERKSHIRE
 MALL, LLC

	
P.O.
 BOX 7189

 4737 CONCORD PIKE
 WILMINGTON DE 19803


	
1445
 VOORHEES TOWN CENTER

  VOORHEES NJ 08043-1905

	
PR
 ECHELON LIMITED PARTNERSHIP

	
C/O
 PREIT

 200 SOUTH BROAD STREET, 3RD FL

 ATTN:BRUCE GOLDMAN,ESQUIRE

 PHILADELPHIA PA 19102


	
11444
 S HALSTED AVE

 SPACE 51

 CHICAGO IL 60628

	
115TH
 MINI MART INC.

	
11444
 SOUTH HALSTEAD

 CHICAGO IL 60628


	
3701
 SOUTH MAIN STREET

 SPACE 200

 ELKHART IN 46517

	
CONCORD
 MALL PROPERTIES, LTD.

	
MALL
 MANAGEMENT OFFICE

 3701 SOUTH MAIN STREET

  ELKHART IN 46517


	
120
 GREAT NORTHERN BLVD

  NORTH OLMSTED OH 44070

	
WEA
 GREAT NORTHERN MALL, LLC.

	
C/O
 WESTFIELD LLC

 11601 WILSHIRE BLVD., 12TH FLR

 ATTN: LEASE ADMINISTRATION

 LOS ANGELES CA 90025


	
2415
 SAGAMORE PKWY SOUTH

 SPACE B-5

 LAFAYETTE IN 47905

	
SIMON
 PROPERTY GRP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON ST

 INDIANAPOLIS IN 46204-3438


	
14849
 DIXIE HIGHWAY

  HARVEY IL 60426

	
MIDWEST
 BANK AND TRUST COMPANY

	
1604
 W. COLONIAL PARKWAY 

 INVERNESS IL 60067


	
2650
 N NARRAGANSETT AVE, SUITE C9-C10

 CHICAGO IL 60639-1030

	
INLAND
 US MANAGEMENT LLC/BLDG.

	
ATTN:
 ROBERT LEAHY

 2901 BUTTERFIELD ROAD

 OAK BROOK IL 60523


	
408
 WEST LIBERTY ST

 SPACE 155

 LOUISVILLE KY 40202-3010

	
LOUISVILLE
 GALLERIA, LLC

	
C/O
 THE CORDISH COMPANY

 601 E. PRATT STREET, 6TH FLOOR

 BALTIMORE MD 21202













	
 

	
 

	
 


	
8111
 CONCORD MILLS BLVD

 SUITE 636

 CONCORD NC 28027-6496

	
CONCORD
 MILLS MALL LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
9200-158
 STONY POINT PKY

  RICHMOND VA 23235

	
STONY
 POINT ASSOCIATES LLC

	
200
 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
14060
 CEDAR ROAD, SUITE 180

 UNIVERSITY HEIGHTS OH 44118

	
INLAND
 WESTERN UNIVERSITY HEIGHTS UNIVERSITY SQUARE LLC

	
2901
 BUTTERFIELD ROAD

 OAK BROOK IL 60523


	
3300
 LEHIGH STREET

 ALLENTOWN PA 18103

	
PR
 FINANCING LIMITED

	
PARTNERSHIP

 C/O PREIT SERVICES, LLC

 200 SOUTH BROAD ST.,3RD FLOOR

 PHILADELPHIA PA 19102


	
319
 BRANDON TOWN CENTER

  BRANDON FL 33511-4723

	
BRANDON
 SHOPPING CENTER PARTNERS, LTD

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD, FLOOR 12

 ATTN: LEASE ADMINISTRATION

 LOS ANGELES CA 90025


	
400
 BALD HILL ROAD, SUITE 158

 WARWICK RI 02886

	
WARWICK
 MALL L.L.C.

	
C/O
 BLISS PROPERTIES, INC.

 P.O. BOX 2513

 PROVIDENCE RI 02906-0513


	
545
 DOWNTOWN PLAZA, SUITE 2084

 SACRAMENTO CA 95814

	
DOWNTOWN
 PLAZA LLC

	
 11601
 WILSHIRE BLVD, 12TH FLOOR

 LOS ANGELES CA 90025


	
545
 DOWNTOWN PLAZA, SUITE 2084

 SACRAMENTO CA 95814

	
DOWNTOWN
 PLAZA LLC

	
 11602
 WILSHIRE BLVD, 13TH FLOOR

 LOS ANGELES CA 90026


	
9493
 COLERAIN AVE

 SPACE 148

 CINCINNATI OH 45251

	
FMP
 NORTHGATE LLC

	
BRANDYWINE
 R/E MANAGEMENT SERVICES CORP.

 ATTN: LEASING DEPT.

 2 PONDS EDGE DRIVE

 CHADDS FORD PA 19317


	
211-39
 26TH AVE

   BAYSIDE NY 11360

	
CORD
 MEYER DEVELOPMENT LLC

	
 111-15
 QUEENS BLVD
 FOREST HILLS NY 11375


	
2727
 FAIRFIELD COMMONS BL

 SPACE E-249

 BEAVER CREEK OH 45431-5773

	
MFC
 BEAVERCREEK, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
7700
 W ARROWHEAD TWN CTR

 SUITE 2055

 GLENDALE AZ 85308-8659

	
NEW
 RIVER ASSOCIATES

	
MACERICH
 COMPANY

 PO BOX 2172

 401 WILSHIRE BOULEVARD, STE 700

 SANTA MONICA CA 90407


	
1090
 SOUTHCENTER MALL

 TUKWILA WA 98188-2823

	
WEA
 SOUTHCENTER LLC

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD, 12TH FLOOR
 LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
1960
 E EIGHT MILE ROAD

 DETROIT MI 48234

	
BELMONT
 SHOPPING CENTER LLC

	
C/O
 PETZOLD ENTERPRISES

 20630 HARPER AVENUE

 SUITE 107

 HARPER WOODS MI 48225


	
207
 THE MALL AT STEAMTOWN

 SCRANTON PA 18503

	
STEAMTOWN
 MALL PARTNERS, L.P.

	
C/O
 PRIZM ASSET MANAGEMENT CO.

 4500 PERKIOMEN AVENUE
 READING PA 19606


	
3501
 N GRANVILLE AVE

 MUNCIE IN 47303

	
SIMON
 PROPERTY GROUP LP

	
115
 WEST WASHINGTON ST
 INDIANAPOLIS IN 46204


	
SPACE
 00001 

 DORADO PR 00646

	
BPP
 RETAIL PROPERTIES LLC

	
 130
 MARGINAL STREET, SUITE 300

 GUAYNABO PR 00969-3470













	
 

	
 

	
 


	
3850
 MYSTIC VALLEY PKWY

  MEDFORD MA 02155

	
MEDFORD
 ASSOCIATES LIMITED

	
PARTNERSHIP

 C/O URBAN RETAIL PROPERTIES CO

 900 N. MICHIGAN AVE,STE 1500

 CHICAGO IL 60611


	
3200
 N FEDERAL HIGHWAY

 SPACE 170

 FORT LAUDERDALE FL 33306

	
STANLEY
 R. GUMBERG

	
C/O
 GUMBERG ASSET MANAGEMENT CORP., AGENT

 3200 N. FEDERAL HIGHWAY

  FT. LAUDERDALE FL 33306


	
3218
 W CHICAGO AVE, SUITE 215

 CHICAGO IL 60651

	
CHICAGO
 & KEDZIE L.L.C.

	
C/O
 MANTANKY REALTY GROUP

 200 N LASALLE ST

 SUITE 2350

 CHICAGO IL 60601-1044


	
3900
 WEST MADISON BLVD, SUITE 2

 CHICAGO IL 60624-2354

	
WEST
 MADISON PROPERTIES, LLC

	
P.O.
 BOX 159

 115 S. WILKE - SUITE 200 

 ARLINGTON HEIGHTS IL 60006-0159


	
5800
 N BAYSHORE DRIVE, SUITE A103

 GLENDALE WI 53217-4552

	
BAYSHORE
 TOWN CENTER, LLC.

	
C/O
 STEINER AND ASSOCIATES, INC

 4016 TOWNSFAIR WAY, SUITE 201

 ATT:LEASING ADMINISTRATION

 COLUMBUS OH 43219


	
832
 CHAPEL STREET

  NEW HAVEN CT 06510-3002

	
MID
 BLOCK DEVELOPMENT LLC

	
 41
 TRUMBELL STREET

 NEW HAVEN CT 06510


	
2390
 CHESTNUT STREET, , SUITE B8

 ORANGEBURG SC 29115

	
PRINCE
 OF ORANGE, LLC

	
HULL
 STOREY RETAIL GROUP, LLC

 1190 INTERSTATE PARKWAY

 AUGUSTA GA 30909


	
11401
 PINES BLVD, SUITE 260

 PEMBROKE PINES FL 33026

	
PEMBROKE
 LAKES MALL LTD

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: KATHY FABRE 

 CHICAGO IL 60606


	
150
 EAST 42ND STREET

  NEW YORK NY 10017

	
HIRO
 REAL ESTATE CO

	
C/O
 CB RICHARD ELLIS

 200 PARK AVENUE, 16TH FLOOR

 NEW YORK NY 10166


	
511
 VALLEY MALL PARKWAY

 SPACE B-10

 EAST WENATCHEE WA 98802

	
VCG-WENATCHEE
 VALLEY MALL, LLC

	
ATTN:
 EXECUTIVE VICE PRESIDENT, OPERATIONS

 11611 SAN VICENTE BOULEVARD, SUITE 1000

  LOS ANGELES CA 90049


	
3508
 VILLAGE COURT

  GARY IN 46408

	
GATEWAY
 ARTHUR, INC.

	
C/O
 EMMES ASSET MANAGEMENT CO., LLC

 420 LEXINGTON AVENUE, SUITE 900

 NEW YORK NY 10170


	
663
 STILLWATER AVE

 SPACE 1100

 BANGOR ME 04401

	
BANGOR
 MALL LLC

	
C/O
 KRAVCO SIMON COMPANY

 234 MALL BOULEVARD

 P.O. BOX 1528

 KING OF PRUSSIA PA 19406


	
5001
 EAST EXPRESSWAY 83, SUITE 730

 MERCEDES TX 785709409

	
CPG
 MERCEDES, L.P.

	
C/O
 CHELSEA PROPERTY GROUP

 ATTN: DIRECTOR OF LEASE ADMINISTRATION

 105 EISENHOWER PARKWAY

 ROSELAND NJ 07068


	
820
 K CAPITAL CENTRE BLVD

 UPPER MARLBORO MD 20774-4817

	
CAPITAL
 CENTRE, LLC

	
C/O
 INLAND NORTHWEST MANAGEMENT CORP.

 6564 REISTERSTOWN ROAD

 BALTIMORE MD 21215


	
266
 W MARIPOSA

 NOGALES AZ 85621

	
MARIPOSA
 SHOPPING CENTER, LP

	
C/O
 COMMPROS, INC.

 1401 QUAIL STREET, SUITE 105

 NEWPORT BEACH CA 92660


	
13
 PASEO ATOCHA

 PONCE PR 00730-3754

	
MR.
 MIGUAL A. MONTALVO

	
 5208
 HILLVIEW LANE

 ORLANDO FL 32819-3854













	
 

	
 

	
 


	
CARRETERA
 #2 KM 126

 AGUADILLA PR 00603

	
LUAN
 INVESTMENT, SE

	
C/O
 COMMERCIAL CENTERS

 MANAGEMENT, INC.

 PO BOX 362983

 SAN JUAN PR 00936-2983


	
26
 A E ST

 CHARLOTTE AMALI

 ST. THOMAS VI 00802

	
TUTU
 PARK LIMITED

	
C/O
 TUTU PARK MALL

 4605 TUTU PARK MALL, STE 254

 ST. THOMAS VI 00802-1736


	
150
 CARR 940, SUITE 110

 FAJARDO PR 00738-3632

	
DDR
 FAJARDO LLC SE

	
C/O
 DDR PR VENTURES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
1530
 BROADWAY

 NEW YORK NY 10036-4002

	
44-45
 BROADWAY REALTY CO.

	
C/O
 BOW TIE PARTNERS

 1530 BROADWAY

 ATTN: BEN MOSS

 NEW YORK NY 10036


	
10101
 BROOK ROAD

 SPACE 320

 GLEN ALLEN VA 23059

	
NORTH
 PARK ASSOCIATES, L.P.

	
SIMON
 PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
201
 E MAGNOLIA BLVD

 SPACE 268

 BURBANK CA 91501

	
BURBANK
 MALL ASSOCIATES, LLC

	
C/O
 CROWN REALTY & DEV. CORP.

 18201 VON KARMAN AVENUE, SUITE 950

 IRVINE CA 92612


	
2500
 N MAYFAIR RD

 SPACE 200

 WAUWATOSA WI 53226

	
MAYFAIR
 MALL

	
C/O
 MAYFAIR PROPERTY INC.

 110 NORTH WACKER

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
901
 US HWY 27 NORTH

 SPACE 36

 SEBRING FL 33870

	
LAKESHORE/SEBRING
 L.P.

	
CBL
 & ASSOC. PROPERTIES, INC.

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
150
 PEABODY PLACE, SUITE 131

 MEMPHIS TN 381033729

	
PEABODY
 PLACE CENTRE GP

	
BELZ
 ENTERPRISES

 100 PEABODY PLACE, SUITE 1400

 MEMPHIS TN 38103


	
3275
 LAKESHORE AVE

  OAKLAND CA 94610

	
LAKESHORE
 AVENUE COMMERCIAL

	
C/O
 ECLIPSE PROPERTY MANAGEMENT

 1001 MARINA VILLAGE PARKWAY, STE.115

 ALAMEDA CA 94501


	
1329
 S YUMA PALMS PKWY, SUITE F10

 YUMA AZ 85365-1713

	
YUMA
 PALMS 1031, LLC  

	
2901
 BUTTERFIELD ROAD

 OAK BROOK IL 60523


	
364
 SOUTH HILLS VILLAGE

 PITTSBURGH PA 15241

	
SOUTH
 HILLS VILLAGE ASSOCIATES, L.P.

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
15A
 LAUREL MALL

 HAZELTON PA 18201

	
LAUREL
 MALL LP

	
MOSES
 MIZRAHI

 199 LEE AVENUE, SUITE 185

 BROOKLYN NY 11211


	
3401
 NICHOLASVILLE ROAD, SUITE 108

 LEXINGTON KY 40503

	
LEXINGTON
 JOINT VENTURE

	
C/O
 CBL & ASSOCIATES MGMT. INC

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
2
 GALLERIA MALL DRIVE, SUITE 202

 TAUNTON MA 02780-6943

	
SILVER
 CITY GALLERIA LLC

	
C/O
 GENERAL GROWTH MGMT, INC.

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
1800
 GALLERIA BLVD

 SPACE 2140

 FRANKLIN TN 37067

	
GALLERIA
 ASSOCIATES, LP

	
C/O
 CBL & ASSOCIATES MGT., INC.

 ONE PARK PLACE

 6148 LEE HIGHWAY,SUITE 300

 CHATTANOGA TN 37421


	
6501
 N GRAPE ROAD

 SPACE 208

 MISHAWAKA IN 46545

	
UNIVERSITY
 PARK ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
1190
 METROCENTER

 SPACE 30

 JACKSON MS 39209

	
JACKSON
 METROCENTER MALL LTD.

	
CANNON
 COMMERCIAL 

 RE: METROCENTER MALL

 10850 WILSHIRE BLVD. STE 1050

 LOS ANGELES CA 90024


	
43-45
 W 34TH STREET

 NEW YORK NY 10001

	
MIDBORO
 HOLDING CO.

	
C/O
 WINOKER REALTY CO., INC.

 462 SEVENTH AVENUE

 FLOOR 12A/ATTN: NAVIN BALRAJ

 NEW YORK NY 10018


	
SPACE
 135

 VEGA ALTA PR 00692

	
CCVA,
 INC.

	
CENTRO
 GRAN CARIBE SHOPPING CENTER

 PO BOX 190525 

 SAN JUAN PR 00919-0525


	
1600
 AZUSA AVENUE

 SPACE 325

 CITY OF INDUSTRY CA 91748

	
PUENTE
 HILLS MALL, LLC

	
ATTN:
 GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR 

 COLUMBUS OH 43215


	
270
 FOX HILLS MALL

 CULVER CITY CA 90230

	
FOX
 HILLS MALL L.P.

	
C/O
 WESTFIELD, LLC

 ATTN: LEGAL DEPT.

 11601 WILSHIRE BLVD., 11TH FLOOR

 LOS ANGELES CA 90025


	
270
 FOX HILLS MALL

 CULVER CITY CA 90230

	
FOX
 HILLS MALL L.P.

	
C/O
 WESTFIELD, LLC

 ATTN: LEGAL DEPT.

 11601 WILSHIRE BLVD., 11TH FLOOR

 LOS ANGELES CA 90025


	
270
 FOX HILLS MALL

 CULVER CITY CA 90230

	
FOX
 HILLS MALL L.P.

	
C/O
 WESTFIELD, LLC

 ATTN: LEGAL DEPT.

 11601 WILSHIRE BLVD., 11TH FLOOR

 LOS ANGELES CA 90025


	
270
 FOX HILLS MALL

 CULVER CITY CA 90230

	
WESTFIELD
 LLC

	
OPERATIONS
 MANAGER

 11601 WILSHIRE BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025


	
210
 ANDOVER STREET

 PEABODY MA 01960

	
MALL
 AT NORTHSHORE, LLC

	
SIMON

 115 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
737
 PLAZA DRIVE  

 WEST COVINA CA 91790

	
PLAZA
 WEST COVINA LP

	
WESTFIELD,
 LLC

 ATTN: LEGAL DEPARTMENT

 11601 WILSHIRE BLVD, 12TH FL.

 LOS ANGELES CA 90025


	
1037
 WESTMINSTER MALL

 WESTMINSTER CA 92683

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
6600
 TOPANGA CANYON BLVD

 SPACE 79

 CANOGA PARK CA 91303

	
TOPANGA
 PLAZA LLC

	
C/O
 WESTFIELD AMERICA G.P INC.

 11601 WILSHIRE BLVD. 12TH FL

 LOS ANGELES CA 90025


	
2275
 GALLERIA AT TYLER

 SPACE D100

 RIVERSIDE CA 92503-4139

	
GALLERIA
 AT TYLER

	
TYLER
 MALL LIMITED PARTNERSHIP

 ATTN: LAW/LEASE ADMIN DEPT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1246
 BROOKDALE SC

 BROOKLYN CENTER MN 55430

	
TALISMAN
 BROOKDALE, LLC

	
TALISMAN
 COMPANIES, LLS

 4000 PONCE DE LEON BOULEVARD, SUITE 420

 CORAL GABLES FL 33146


	
1246
 BROOKDALE SC

 BROOKLYN CENTER MN 55430

	
TALISMAN
 BROOKDALE, LLC

	
TALISMAN
 COMPANIES, LLS

 4000 PONCE DE LEON BOULEVARD, SUITE 420

 CORAL GABLES FL 33146













	
 

	
 

	
 


	
1102
 GLENDALE GALLERIA

 GLENDALE CA 91210-1301

	
GLENDALE
 I MALL ASSOCIATES, LLC

	
C/O
 GLENDALE GALLERIA

 MANAGEMENT OFFICE

 2148 GLENDALE GALLERIA

 GLENDALE CA 91210


	
1083
 BURNSVILLE CENTER

 BURNSVILLE MN 55306

	
BURNSVILLE
 MINNESOTA, LLC

	
C/O
 CBL & ASSOCIATES MGMT, INC

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
4800
 S HULEN ST

 SUITE 131

 FORT WORTH TX 76132

	
HULEN
 MALL

	
HULEN
 OWNER, LP

 ATTN: LAW/LEASE ADMIN DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1012
 TOWN EAST MALL

 MESQUITE TX 75150

	
TOWN
 EAST MALL PARTNERSHIP

	
C/O
 GENERAL GROWTH MGMT., INC.

 110 NORTH WACKER DRIVE

 ATTN: SR. VICE PRESIDENT-MGMT.

 CHICAGO IL 60606


	
1012
 TOWN EAST MALL

 MESQUITE TX 75150

	
TOWN
 EAST MALL PARTNERSHIP

	
C/O
 GENERAL GROWTH MGMT., INC.

 110 NORTH WACKER DRIVE

 ATTN: SR. VICE PRESIDENT-MGMT.

 CHICAGO IL 60606


	
4373
 LA JOLLA VILLAGE DR

 SAN DIEGO CA 92122

	
UNIVERSITY
 TOWNE CENTRE LLC

	
11601
 WILSHIRE BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025


	
1062
 INDEPENDENCE CTR DR

 INDEPENDENCE MO 64057

	
SPG
 INDEPENDENCE CENTER, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
11387
 W 95TH ST

 OVERLAND PARK KS 66214

	
OAK
 PARK MALL, LLC

	
C/O
 CBL & ASSOCIATES MGMT, INC.

 SUITE 500-CBL CENTER

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
1118
 BREA MALL

 BREA CA 92821

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W.WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
100
 INDEPENDENCE WAY

 SPACE E131

 DANVERS MA 01923-3626

	
MALL
 AT LIBERTY TREE, LLC

	
NATIONAL
 CITY CENTER

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
427
 LOS CERRITOS CENTER

 CERRITOS CA 90703-5426

	
MACERICH
 CERRITOS, LLC

	
MANAGEMENT
 OFFICE

 239 LOS CERRITOS CENTER

 CERRITOS CA 90703-5422


	
3825
 SOUTHDALE CENTER

 EDINA MN 55435-7071

	
SOUTHDALE LIMITED PARTNERSHIP

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
5725
 JOHNSTON ST

 BOX 2065

 LAFAYETTE LA 70503

	
ACADIANA
 MALL CMBS, LLC

	
C/O
 CBL & ASSOCIATES MGMT, INC.

 SUITE 500 - CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
5725
 JOHNSTON ST

 BOX 2065

 LAFAYETTE LA 70503

	
ACADIANA
 MALL CMBS, LLC

	
C/O
 CBL & ASSOCIATES MGMT, INC.

 SUITE 500 - CBL CENTER

 2032 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37423


	
925
 BLOSSOM HILL RD

 SUITE 1151

 SAN JOSE CA 95123

	
OAKRIDGE
 MALL L.P.

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD., 11TH FLR

 ATTN: LEGAL DEPT

 LOS ANGELES CA 90025













	
 

	
 

	
 


	
3401
 DALE ROAD

 SPACE 428

 MODESTO CA 95356

	
MACERICH
 VINTAGE FAIRE L.P.

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 233 WILSHIRE BLVD., STE.700

 SANTA MONICA CA 90407


	
3401
 DALE ROAD

 SPACE 428

 MODESTO CA 95356

	
MACERICH
 VINTAGE FAIRE L.P.

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 233 WILSHIRE BLVD., STE.700

 SANTA MONICA CA 90407


	
3401
 DALE ROAD

 SPACE 428

 MODESTO CA 95356

	
MACERICH
 VINTAGE FAIRE L.P.

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 233 WILSHIRE BLVD., STE.700

 SANTA MONICA CA 90407


	
4300
 MEADOWS LANE, SUITE 115

 LAS VEGAS NV 89107

	
GGP
 MEADOWS MALL, LLC

	
THE
 MEADOWS MALL

 110 NORTH WACKER DRIVE

 ATT; LAW/LEASING DEPARTMENT

 CHICAGO IL 60606


	
1500
 WEST CHESTNUT ST

 ROOM 610

 WASHINGTON PA 15301

	
PR
 WASHINGTON CROWN LIMITED PARTNERSHIP

	
PREIT
 SERVICES, LLC

 200 SOUTH BROAD STREET

 THE BELLEVUE - THIRD FLOOR

 PHILADELPHIA PA 19102


	
6909
 N LOOP 1604 EAST

 SPACE 1169

 SAN ANTONIO TX 78247

	
SIMON
 PROPERTY GROUP (TEX) LP

	
225
 WEST WASHINGTON ST.

 INDIANAPOLIS IN 46204


	
12300
 NORTH FREEWAY

 SUITE 225

 HOUSTON TX 77060

	
GPM
 HOUSTON PROPERTIES, LTD.

	
12300
 NORTH FREEWAY, SUITE 208

 HOUSTON TX 77060


	
3340
 MALL LOOP DRIVE

 SPACE 1052

 JOLIET IL 60431

	
LOUIS
 JOLIET SHOPPINGTOWN LP

	
C/O
 WESTFIELD LLC

 ATTN: LEGAL DEPARTMENT

 11601 WILSHIRE BOULEVARD

 LOS ANGELES CA 90025


	
3340
 MALL LOOP DRIVE

 SPACE 1052

 JOLIET IL 60431

	
LOUIS
 JOLIET SHOPPINGTOWN LP

	
C/O
 WESTFIELD LLC

 ATTN: LEGAL DEPARTMENT

 11601 WILSHIRE BOULEVARD

 LOS ANGELES CA 90025


	
210
 MEMORIAL CITY MALL

 HOUSTON TX 77024

	
MEMORIAL
 CITY MALL, LP

	
820
 GESSNER, SUITE 1800

 ATTN: LEGAL DEPARTMENT

 HOUSTON TX 77024


	
625
 BLACK LAKE BLVD

 SUITE E3

 OLYMPIA WA 98502

	
CAPITAL
 MALL CO.

	
11601
 WILSHIRE BLVD, 11TH FLOOR

 ATTN: LEGAL DEPT

 LOS ANGELES CA 90025


	
27694
 NOVI ROAD

 NOVI MI 48377

	
TWELVE
 OAKS MALL LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
2701
 MING AVE

 SPACE 119

 BAKERSFIELD CA 93304

	
VALLEY
 PLAZA MALL

	
BAKERSFIELD
 MALL LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
5308
 PACIFIC AVE

 SPACE 111

 STOCKTON CA 95207

	
STONE
 BROS. AND ASSOCIATES

	
A
 GENERAL PARTNERSHIP

 5757 PACIFIC AVENUE, SUITE 220

 STOCKTON CA 95207


	
2800
 S COLUMBIA RD

 UNIT 250

 GRAND FORKS ND 582016030

	
COLUMBIA
 GRAND FORKS, LLC

	
C/O
 GK DEVELOPMENT, INC.

 303 E. MAIN STREET

 SUITE 201

 BARRINGTON IL 60010













	
 

	
 

	
 


	
1300
 HICKORY POINT MALL

 FORSYTH IL 62535-2064

	
HICKORY
 POINT LLC

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 1146 HICKORY POINT MALL

 FORSYTH IL 62535


	
2700
 COLORADO BLVD

 SPACE 230

 LOS ANGELES CA 90041

	
CENTRO
 WATT

	
CENTRO
 EAGLE ROCK LLC

 580 WEST GERMANTOWN PIKE, SUITE# 200

 PLYMOUTH MEETING PA 19462


	
139
 LINCOLN MALL DRIVE

 MATTESON IL 60443

	
REALTY
 AMERICA GROUP L.P.

	
LINCOLN
 MALL

 5440 HARVEST HILL ROAD, SUITE 237

 DALLAS TX 75230


	
200
 AVE RAFAEL CORDERO

 SPACE 1260

 CAGUAS PR 00725-3785

	
FW
 CAGUAS GROUND JOINT VENTURE

	
C/O
 KIMCO REALTY CORP.

 3333 NEW HYDE PARK ROAD

 PO BOX 5020

 NEW HYDE PARK NY 11024-0020


	
1394
 SPRING HILL MALL

 WEST DUNDEE IL 60118

	
SPRING
 HILL MALL L.L.C.

	
C/O
 SPRING HILL MALL

 110 N. WACKER DR.

 CHICAGO IL 60606


	
7501
 W CERMAK ROAD

 SPACE M6

 NORTH RIVERSIDE IL 60546

	
NORTH
 RIVERSIDE PARK ASSOCIATES LLC

	
7501
 WEST CERMAK ROAD 

 NORTH RIVERSIDE IL 60546


	
4125
 CLEVELAND AVE

 SUITE 1462

 FORT MYERS FL 339019092

	
EDISON
 MALL BUSINESS TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET 

 INDIANAPOLIS IN 46204


	
21500
 NORTHWESTERN HWY

 SPACE 464

 SOUTHFIELD MI 48075

	
GP-NORTHLAND
 CENTER, LLC

	
C/O
 JAGER MANAGEMENT, INC.

 610 OLD YORK ROAD 

 JENKINTOWN PA 19046


	
247
 STONEWOOD STREET

 SPACE B-33

 DOWNEY CA 90241

	
MACERICH
 STONEWOOD, LLC

	
MANAGEMENT
 OFFICE

 251 STONEWOOD STREET

 DOWNEY CA 90241


	
6001
 W WACO DRIVE

 SPACE 44

 WACO TX 76710

	
CBL
 RM-WACO, LLC

	
CBL
 & ASSOCIATES MGMNT, INC.

 SUITE 500/ CBL CENTER

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
23
 SOUTH 7TH STREET 

 MINNEAPOLIS MN 55402-1602

	
DAYTON
 RADISSON RAMP

	
24
 SOUTH 8TH STREET

 MINNEAPOLIS MN 55402


	
23
 SOUTH 7TH STREET

 MINNEAPOLIS MN 55402-1602

	
DAYTON
 RADISSON RAMP

	
24
 SOUTH 8TH STREET 

 MINNEAPOLIS MN 55402


	
250
 MONTGOMERY MALL

 SPACE 2132

 NORTH WALES PA 19454

	
MALL
 AT MONTGOMERYVILLE, LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
318
 E FAIRMOUNT AVE

 LAKEWOOD NY 14750-2007

	
SIMON
 CAPITAL GP

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 115 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
6001
 AIRPORT BLVD

 SPACE 320

 AUSTIN TX 78752

	
HIGHLAND
 MALL

	
C/O
 HIGHLAND MALL LIMITED PARTNERSHIP

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
610
 NORTHWEST MALL

 HOUSTON TX 77092-8545

	
NW-JCP,
 LTD.

	
ATTENTION:
 HERBERT L. LEVINE

 9660 OLD KATY FREEWAY

 HOUSTON TX 77055


	
3700
 ATLANTA HWY

 SPACE 254

 ATHENS GA 30606

	
GEORGIA
 SQUARE PARTNERSHIP

	
C/O
 CBL & ASSOCIATES MGMT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421-6000













	
 

	
 

	
 


	
13331
 PRESTON ROAD

 SUITE 1162

 DALLAS TX 75240-1140

	
MACERICH
 VALLEY VIEW LP

	
CENTER
 MANAGER

 13331 PRESTON ROAD

 SUITE 2040

 DALLAS TX 75240


	
4400
 SERGEANT RD

 SIOUX CITY IA 51106

	
SM
 SOUTHERN HILLS MALL LLC

	
SOUTHERN
 HILLS MALL

 401 WILSHIRE BLVD

 SUITE 700

 SANTA MONICA CA 90401


	
1600
 STATE ROUTE 50

 SPACE 686

 BOURBONNAIS IL 60914

	
NORTHFIELD
 SQUARE, L.L.C.

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 NATIONAL CITY CENTER

 115 WEST WASHINGTON 

 INDIANAPOLIS IN 46204


	
67800
 MALL RING RD

 UNIT 253

 ST. CLAIRSVILLE OH 43950-1703

	
OHIO
 VALLEY MALL COMPANY

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
1402
 SE EVERETT ML WAY

 SPACE 380

 EVERETT WA 98208

	
STEADFAST
 EVERETT MALL, LLC

	
C/O
 STEADFAST COMMERCIAL PROPERTIES

 MANAGEMENT COMPANY (SPACE LFL# 315 AND FL#380)

 4343 VON KARMAN, SUITE 300

 NEWPORT BEACH, CA 92660


	
295
 ST CLAIRE SQUARE

 FAIRVIEW HEIGHTS IL 62208

	
ST.
 CLAIR SQUARE L.P.

	
CBL
 & ASSOCIATES MGMT. INC.

 2030 HAMILTON PLACE BOULEVARD,SUITE 500

 CHATTANOOGA TN 37421-0600


	
2300
 E LINCOLN HWY

 LANGHORNE PA 19047

	
LINCOLN
 PLAZA ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3405
 CANDLERS MT RD

 SPACE A-15

 LYNCHBURG VA 24502

	
RIVER
 RIDGE MALL, LLC

	
C/O
 CBL &ASSOCIATES PROPERTIES, INC.

 2030 HAMILTON PLACE BLVD

 SUITE 500

 CHATTANOOGA TN 37421


	
180
 JAMESTOWN MALL

 FLORISSANT MO 63034

	
CARLYLE
 JAMESTOWN PARTNERS LLC

	
 2
 GANNETT DRIVE

 SUITE 201

 WHITE PLAINS NY 10604


	
7701
 I 40 WEST

 SPACE 264

 AMARILLO TX 79121

	
AMARILLO
 MALL, LLC

	
ATTN:
 ASSET MANAGER

 124 JOHNSON FERRY ROAD 

 ATLANTA GA 30328


	
8354
 ON THE MALL

 SPACE 272

 BUENA PARK CA 90620

	
COVENTRY
 II DDR BUENA PARK LLC

	
DEVELOPERS
 DIVERSIFIED REALTY CORP

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
50
 HOLYOKE STREET

 PO BOX 10014

 HOLYOKE MA 01040

	
HOLYOKE
 MALL COMPANY LP

	
THE
 CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
8300
 SUDLEY ROAD

 UNIT I9

 MANASSAS VA 20109

	
MANASSAS
 OWNER, L.L.C.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VIE PRESIDENT-RETAIL REAL ESTATE 

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
8300
 SUDLEY ROAD

 UNIT I9

 MANASSAS VA 20109

	
MANASSAS
 OWNER, L.L.C.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VIE PRESIDENT-RETAIL REAL ESTATE 

 210 ROUTE 4 EAST

 PARAMUS NJ 07652













	
 

	
 

	
 


	
8300
 SUDLEY ROAD

 UNIT I9

 MANASSAS VA 20109

	
MANASSAS
 OWNER, L.L.C.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VIE PRESIDENT-RETAIL REAL ESTATE 

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
15555
 EAST 14TH STREET

 SUITE 309

 SAN LEANDRO CA 94578

	
MADISON
 BAY FAIR LLC

	
C/O
 MADISON MARQUETTE 

 2001 PENNSYLVANIA AVENUE N.W.

 SUITE 1000

 WASHINGTON DC 20006


	
5356
 W SAGINAW HWY

  LANSING MI 48917

	
LANSING
 MALL

	
C/O
 LANSING MALL LP

 110 N. WACKER DR.

 CHICAGO IL 60606


	
152
 WOODBRIDGE CENTER DR

  WOODBRIDGE NJ 070951321

	
WOODBRIDGE
 CENTER PROPERTY, LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE 

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
2196
 E WILLIAMS FIELD RD

 SUITE 102

 GILBERT AZ 85296

	
WESTCOR
 SANTAN VILLAGE LLC

	
CENTER
 MANAGER

 11411 NORTH TATUM BOULEVARD

 PHOENIX AZ 85028


	
4184
 N HARLEM AVE

 NORRIDGE IL 60706

	
FOREST
 HARLEM PROPERTIES, LP

	
THE
 HARLEM IRVING COMPANY INC.

 4104 NORTH HARLEM AVENUE

 ATTN: GENERAL COUNSEL

 NORRIDGE IL 60706


	
24155
 LAGUNA HILLS MALL

 SUITE 1260

 LAGUNA HILLS CA 92653

	
SHOPPING
 CENTER ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP 

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
8501
 W BOWLES AVENUE

 UNIT 2A-143

 LITTLETON CO 80123

	
SOUTHWEST
 PLAZA, L.L.C.

	
C/O
 GENERAL GROWTH PROP., INC.

 110 NORTH WACKER DRIVE

 ATT: LAW/LEASE ADMIN. DEPT

 CHICAGO IL 60606


	
2015
 NEW PARK MALL

 NEWARK CA 94560

	
ALAMEDA
 MALL ASSOC 50% UNDIVID

	
ED
 INTEREST & GGP-NEWPARK LLC

 50% UNDIVIDED INTEREST

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
3445
 SOUTH LINDEN ROAD

 FLINT MI 48507

	
GENESEE
 VALLEY PARTNERS LP

	
ATTN:
 ASSET MANAGER-GENESEE

 124 JOHNSON FERRY ROAD
 ATLANTA GA 30328


	
7925
 FM 1960 RD WEST

 SPACE 1274

 HOUSTON TX 77070

	
WILLOWBROOK
 MALL (TX)LLC

	
 ATTN:
 GENERAL COUNSEL

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
407
 S COUNTY CENTER WAY

 ST. LOUIS MO 63129

	
SOUTH
 COUNTY SHOPPINGTOWN LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 SUITE 500, CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
14600
 LAKESIDE CIRCLE

 SPACE 2033

 STERLING HEIGHTS MI 48313

	
LAKESIDE
 MALL 

	
LAKESIDE
 MALL PROPERTY, LLC

 ATTN: LAW/LEASE ADMIN DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
14600
 LAKESIDE CIRCLE

 SPACE 2033

 STERLING HEIGHTS MI 48313

	
LAKESIDE
 MALL 

	
LAKESIDE
 MALL PROPERTY, LLC

 ATTN: LAW/LEASE ADMIN DEPT.

 112 N. WACKER DRIVE

 CHICAGO IL 60606


	
18900
 MICHIGAN AVENUE

 SPACE M-124

 DEARBORN MI 48126

	
FAIRLANE
 TOWN CENTER, LLC

	
 18900
 MICHIGAN AVENUE
 DEARBORN MI 48126













	
 

	
 

	
 


	
18900
 MICHIGAN AVENUE

 SPACE M-124

 DEARBORN MI 48126

	
FAIRLANE
 TOWN CENTER, LLC

	
18900
 MICHIGAN AVENUE

 DEARBORN MI 48126


	
18900
 MICHIGAN AVENUE

 SPACE M-124

 DEARBORN MI 48126

	
FAIRLANE
 TOWN CENTER, LLC

	
 18900
 MICHIGAN AVENUE

 DEARBORN MI 48126


	
18900
 MICHIGAN AVENUE

 SPACE M-124

 DEARBORN MI 48126

	
FAIRLANE
 TOWN CENTER, LLC

	
18900
 MICHIGAN AVENUE

 DEARBORN MI 48126


	
1350
 TRAVIS BLVD

 SPACE 214

 FAIRFIELD CA 94533

	
SOLANO
 MALL LP

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD., 11TH FLR

 ATTN: LEGAL DEPT.

 LOS ANGELES CA 90025


	
274
 TOWN CENTER

 SANTA MARIA CA 93454

	
TOWN
 CENTER STREET SCAPE, LP

	
PATRICIA
 HILLIARD

 142 TOWN CENTER EAST

 SANTA MARIA CA 93454


	
645
 KIRKWOOD MALL

 SPACE 316

 BISMARCK ND 58504-5704

	
METROPOLITAN
 LIFE INSURANCE COMPANY

	
ATTN:
 DIRECTOR-REAL ESTATE INVESTMENTS

 125 SOUTH WACKER DRIVE

 SUITE 1100

 CHICAGO IL 60606


	
2950
 EAST TEXAS STREET

 SPACE 4 BOX 622

 BOSSIER CITY LA 71111

	
PIERRE
 BOSSIER MALL

	
PIERRE
 BOSIER MALL, LP

 ATTN: LAW/LEASE ADMINISTRATION DEPARTMENT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
363
 SHANNON MALL

 UNION CITY GA 30291-2028

	
SHANNON
 MALL INVESTMENTS, LLC

	
4475
 RIVER GREEN PARKWAY

 SUITE 100

 DULUTH GA 30096


	
3355
 DONNELL DRIVE

 SPACE D12

 FORESTVILLE MD 20747

	
THE
 CENTRE AT FORESTVILLE LLC

	
1919
 WEST STREET

 SUITE 100

 ANNAPOLIS MD 21401


	
2000
 N NEIL STREET 

 CHAMPAIGN IL 61820

	
CHAMPAIGN
 MARKET PLACE L.L.C.

	
C/O
 GENERAL GROWTH MGMT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2625
 SCOTTSVILLE ROAD

 SUITE 320

 BOWLING GREEN KY 42104

	
GREENWOOD
 MALL, LLC

	
C/O
 GGP LIMITED PARTNERSHIP

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
200
 C AVENUE

 SPACE 85

 LAWTON OK 73501

	
GG&A
 CENTRAL MALL PARTNERS, L.P.

	
124
 JOHNSON FERRY ROAD

 ATTN: ASSET MANAGER, CENTRAL MALL - LAWTON

 ATLANTA GA 30328


	
5953
 W PARK AVE

 SUITE 2047

 HOUMA LA 70364

	
REVENUE
 PROPERTIES SOUTHLAND LIMITED PARTNERSHIP

	
C/O
 REVENUE PROPERTIES MGMT CO. INC.

 2542 WILLIAMS BLVD. 

 KENNER LA 70062


	
2242
 MARTIN LUTHER KING

 PANAMA CITY FL 32405

	
PANAMA
 CITY MALL, LLC

	
2030
 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
10401
 HWY 441 SOUTH

 SPACE 310

 LEESBURG FL 34788

	
SDG
 MACERICH PROPERTIES, L.P.

	
SIMON
 DEBARTOLO GROUP

 NATIONAL CITY CENTER

 115 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2901
 S CAPITAL OF TEXAS H

 SUITE H15

 AUSTIN TX 78746-8127

	
SIMON
 PROPERTY GROUP (TEXAS)LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7800
 N NAVARRO STREET

 SPACE 117

 VICTORIA TX 77904

	
H/S
 VICTORIA, LP

	
C/O
 HULL STOREY RETAIL GROUP

 1190 INTERSTATE PARKWAY

 PO BOX 204227 (30917)

 AUGUSTA GA 30909













	
 

	
 

	
 


	
200
 CHICAGO RIDGE MALL

 SPACE F-1

 CHICAGO RIDGE IL 60415

	
WESTFIELD
 CHICAGO RIDGE LESSEE, LLC

	
WESTFIELD
 CORPORATION, INC.

 11601 WILSHIRE BLVD

 11TH FLOOR

 LOS ANGELES CA 90025


	
112
 STRATFORD SQUARE

 BLOOMINGDALE IL 60108

	
FMP
 STRATFORD, LLC

	
FELDMAN
 MALL PROPERTIES, INC.

 2201 EAST CAMELBACK

 SUITE# 350

 PHOENIX AZ 85016


	
6650
 S WESTNEDGE AVE

 SPACE 142

 PORTAGE MI 49024

	
THE
 CROSSROADS MALL

	
C/O
 KALAMAZOO MALL L.L.C.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
2501
 W MEMORIAL ROAD

 SUITE 166

 OKLAHOMA CITY OK 73134

	
QUAIL
 SPRINGS MALL

	
DAYJAY
 ASSOCIATES

 ATTN: LAW/LEASE ADMINISTRATION

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
555
 BROADWAY

 SPACE 138

 CHULA VISTA CA 919105382

	
CHULA
 VISTA CENTER, LLC 

	
C/O
 GENERAL GROWTH PROP, INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3987
 STATE STREET

 SANTA BARBARA CA 93105

	
FW
 CA FIVE POINTS SHOPPING CENTER LLC

	
REGENCY
 CENTERS CORP

 ATTN: LEASE ADMINISTRATION

 ONE INDEPENDENT DR SUITE# 114

 JACKSONVILLE FL 32202-5019


	
3437
 MASONIC DRIVE

 SPACE 1498

 ALEXANDRIA LA 71301

	
ALEXANDRIA
 MAIN MALL LLC

	
GENERAL
 GROWTH MANAGEMENT, INC.

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
4800
 N. TEXOMA PKWY

 SPACE 902

 SHERMAN TX 75090

	
SHERMAN
 MALL ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
310
 DANIEL WEBSTER HWY, SUITE 131

 NASHUA NH 03060-5736

	
PHEASANT
 LANE REALTY TRUST

	
C/O
 SIMON PROPERTY GROUP, L.P.

 NATIONAL CITY CENTER

 115 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1203
 NIAGARA FALLS BLVD

 AMHERST NY 14226

	
BOULEVARD
 MALL SPE LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE

 SUITE 1360

 CLEVELAND OH 44113-2203


	
89
 SOUTH ST PIER 17

 PIER 17

 NEW YORK NY 10038

	
SOUTH
 STREET SEAPORT L.P

	
GENERAL
 GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
217
 SOUTH 25TH STREET

 SUITE A7

 FORT DODGE IA 50501

	
CROSSROADS
 MALL 1999, LLC

	
C/O
 J. HERZOG & SONS, INC.

 1720 S. BELLAIRE STREET

 SUITE 1209

 DENVER CO 80222-4336


	
543
 FULTON STREET

 BROOKLYN NY 11201

	
ALLIED
 PROPERTY GROUP LLC

	
60
 E 42ND ST, STE 1834

 NEW YORK NY 10165


	
1764
 MONTEBELLO TWN CT DR

 MONTEBELLO CA 90640

	
MONTEBELLO
 TOWN CENTER INVESTORS LLC

	
C/O
 UBS REALTY INVESTORS LLC

 2134 TOWN CENTER DR

 MONTEBELLO CA 90640













	
 

	
 

	
 


	
2200
 W FLORIDA AVE

 SPACE 430

 HEMET CA 92545

	
MCS
 HEMET VALLEY CENTER LLC

	
C/O
 M.C.STRAUSS COMPANY

 HEMET VALLEY MALL

 990 HIGHLAND DR. #200

 SOLANO BEACH CA 92075


	
3
 HORTON PLAZA

 SAN DIEGO CA 92101

	
HORTON
 PLAZA L.P.

	
WESTFIELD,
 LLC

 ATTN: LEGAL DEPT.

 11601 WILSHIRE BLVD, 11TH FLOOR

 LOS ANGELES CA 90025


	
3
 HORTON PLAZA

 SAN DIEGO CA 92101

	
HORTON
 PLAZA L.P.

	
WESTFIELD,
 LLC

 ATTN: LEGAL DEPT.

 11601 WILSHIRE BLVD, 11TH FLOOR

 LOS ANGELES CA 90025


	
3
 HORTON PLAZA

 SAN DIEGO CA 92101

	
HORTON
 PLAZA L.P.

	
WESTFIELD,
 LLC

 ATTN: LEGAL DEPT.

 11602 WILSHIRE BLVD, 11TH FLOOR

 LOS ANGELES CA 90026


	
3
 HORTON PLAZA

 SAN DIEGO CA 92101

	
HORTON
 PLAZA L.P.

	
WESTFIELD,
 LLC

 ATTN: LEGAL DEPT.

 11603 WILSHIRE BLVD, 11TH FLOOR

 LOS ANGELES CA 90027


	
7
 BACKUS AVENUE

 SUITE 174

 DANBURY CT 06810

	
DANBURY
 FAIR MALL, LLC

	
401
 WILSHIRE BOULEVARD

 SUITE 700

 SANTA MONICA CA 90401


	
7
 BACKUS AVENUE

 SUITE 174

 DANBURY CT 06810

	
DANBURY
 FAIR MALL, LLC

	
402
 WILSHIRE BOULEVARD

 SUITE 701

 SANTA MONICA CA 90402


	
1712
 SW RAILROAD AVE

 SUITE C

 HAMMOND LA 70403

	
ALACK
 PROPERTIES LLC

	
1010
 WEST COLEMAN AVENUE

 HAMMOND LA 70403


	
910
 SAWMILL RD STE 239

 LAUREL MS 394403952

	
SAWMILL
 SQUARE ASSOCIATES

	
C/O
 SIZELER REALTY CO. INC.

 1750 CLEARVIEW PARKWAY

 SUITE 200

 METAIRIE LA 70001


	
400
 ERNST BARRETT PKWY NW

 SUITE 103

 KENNESAW GA 301444950

	
TOWN
 CENTER AT COBB, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
320
 WEST KIMBERLY ROAD

 DAVENPORT IA 52806

	
SDG
 MACERICH PROPERTIES L.P.

	
C/O
 M.S. MGMT. ASSOCIATES, INC

 115 W.WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
DE
 DIEGO EXP &

 COMERIO AVE

 BAYAMON PR 00961

	
DDR
 RIO HONDO LLC, SE

	
DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 ATTN: EXECUTIVE VICE PRESIDENT LEASING

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
300
 MARY ESTHER BLVD

 MARY ESTHER FL 32569

	
SRM-SPE,
 LLC

	
JONES
 LANG LASALLE AMERICAS, INC.

 C/O SANTA ROSA MALL

 300 MARY ESTHER BLVD. STE. 112

 MARY ESTHER FL 32569


	
1401
 W ESPLANADE AVE

 SUITE 420

 KENNER LA 70065

	
ESPLANADE
 MALL L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438













	
 

	
 

	
 


	
2000-295
 RIVERCHASE GLRIA

 BIRMINGHAM AL 35244

	
HOOVER
 MALL LIMITED, LLC

	
C/O
 GENERAL GROWTH MGMT INC.

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
1815
 HAWTHORNE BLVD

 SUITE 270

 REDONDO BEACH CA 902783440

	
SOUTH
 BAY CENTER, LLC

	
C/O
 FOREST CITY MGMT., INC.

 COMMERCIAL DIV./TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2203


	
1815
 HAWTHORNE BLVD

 SUITE 270

 REDONDO BEACH CA 90278-3440

	
SOUTH
 BAY CENTER, LLC

	
C/O
 FOREST CITY MGMT., INC.

 COMMERCIAL DIV./TERMINAL TOWER

 51 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2204


	
1815
 HAWTHORNE BLVD

 SUITE 270

 REDONDO BEACH CA 902783440

	
SOUTH
 BAY CENTER, LLC

	
C/O
 FOREST CITY MGMT., INC.

 COMMERCIAL DIV./TERMINAL TOWER

 52 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2205


	
95
 N MOORLAND ROAD

 UNIT A6

 BROOKFIELD WI 53005

	
BROOKFIELD
 SQ JOINT VENTURE

	
CBL
 & ASSOCIATES MGMT

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
6726
 SPRINGFIELD MALL

 SPRINGFIELD VA 22150 

	
FRANCONIA
 TWO, L.P.

	
C/O
 VORNADO REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
3111
 S 31ST ST

 SPACE 3077

 TEMPLE TX 76502

	
COYOTE
 TEMPLE MALL L.P.

	
16475
 DALLAS PARKWAY, SUITE 250

 ADDISON TX 75001


	
4001
 SUNSET DRIVE, SUITE 1098

 SAN ANGELO TX 76904

	
SUNSET
 MALL SPE LP

	
C/O
 ENTERPRISE ASSET MGMT

 475 FIFTH AVENUE, 12TH FLOOR

 NEW YORK NY 10017


	
2400
 ELIDA RD

 LIMA OH 45805

	
SIMON
 PROPERTY GROUP

	
C/O
 SIMON PROPERTY GROUP

 225 W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1820
 MARKET STREET

 ST. LOUIS MO 63103

	
UNION
 STATION HOLDINGS, LLC

	
PARK
 NATIONAL BANK

 ATTN: CLAUDIA MARCINIAK

 11 WEST MADISON STREET

 OAK PARK IL 60302


	
4201
 NORTH SHILOH DRIVE

 FAYETTEVILLE AR 72703

	
MMP
 ARKANSAS LLC

	
NORTHWEST
 ARKANSAS MALL

 MALL MANAGEMENT OFFICE

 4201 NORTH SHIILOH DRIVE

 FAYETTEVILLE AR 72703


	
4107
 S YALE AVE

 TULSA OK 74135

	
TULSA
 PROMENADE, LLC

	
150
 EAST GAY STREET

 COLUMBUS OH 43215


	
5100
 N 9TH AVE

 PENSACOLA FL 32504

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
200
 VIA RANCHO PKWY

 SUITE 471

 ESCONDIDO CA 92025

	
EWH
 ESCONDIDO ASSOCIATES, L.P. AND NORTH COUNTY FAIR L.P.

	
11601
 WILSHIRE BLVD., 12TH FLR

 LOS ANGELES CA 90025













	
 

	
 

	
 


	
4310
 BUFFALO GAP RD

 SPACE 1064

 ABILENE

 TX

 79606

	
TENANTS
 IN COMMON OWNERS OF MALL OF ABILENE

	
GREGORY
 GREENFIELD & ASSOCIATES, LTD., ADVISER

 124 JOHNSON FERRY ROAD

 ATTTN: ASSET MANAGER, MALL OF ABILENE

 ATLANTA GA 30328


	
6000
 GLADES ROAD

 SUITE 1009

 BOCA RATON FL 33431

	
THE
 TOWN CTR OF BOCA RATON

	
C/O
 SIMON PROPERTY/MS MGMT INC

 NATIONAL CITY CENTER

 115 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
777
 E MERRITT ISLAND CWY

 SPACE J-9

 MERRITT ISLAND FL 32952

	
GLIMCHER
 MERRITT SQUARE, LLC

	
GLIMCHER
 PROPERTIES LIMITED PARTNERSHIP

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
2701
 DAVID MCLEOD BLVD

 SPACE 1236

 FLORENCE SC 29501

	
PR
 MAGNOLIA LLC

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, SUITE 300

 PHILADELPHIA PA 19102


	
1057
 BROAD STREET

 SUMTER SC 29150

	
SUMTER
 MALL, LLC

	
HULL
 STOREY RETAIL GROUP LLC

 1190 INTERSTATE PARKWAY

 AUGUSTA GA 30909


	
2060
 CROSSROADS BLVD

 SPACE 1193

 WATERLOO IA 50702

	
GG&A
 CROSSROADS CENTER LP

	
ATTN:
 ASSET MANAGER-CROSSROADS

 124 JOHNSON FERRY ROAD NE

 ATLANTA GA 30328


	
246
 N NEW HOPE RD

 SPACE 229

 GASTONIA NC 28054-4745

	
WEA
 EASTRIDGE LP

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD, 12TH

 FL/ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
1782
 W MICHIGAN AVE

 JACKSON MI 49202-4005

	
WESTWOOD
 MALL

	
C/O
 WESTWOOD MALL L.P.

 ATTN: LAW/LEASE ADMIN DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
7400
 SAN PEDRO

 SUITE 902

 SAN ANTONIO TX 78216

	
NS
 MALL PROPERTY LP

	
GENERAL
 GROWTH PROPERTIES, INC

 10275 LITTLE PATUXENT PARKWAY

 ATT: LAW/LEASING AND OPERATIONS

 COLUMBIA MD 21044


	
5176
 NORWOOD AVE

 JACKSONVILLE FL 32208-5003

	
GATEWAY
 CENTER ECONOMIC

	
DEVELOPMENT
 PARTNERSHIP, LTD.

 D/B/A GATEWAY SHOPPING CENTER

 5000-7 NORWOOD AVENUE

 JACKSONVILLE FL 32208


	
115
 NORTH DARTMOUTH MALL

 NORTH DARTMOUTH MA 02747

	
PR
 NORTH DARTMOUTH, LLC

	
C/O
 PREIT SERVICES, LLC

 SUITE 300

 200 SOUTH BROAD STREET

 PHILADELPHIA PA 19102


	
10300
 MILL RUN CIRCLE

 SPACE 2119

 OWINGS MILLS MD 21117-4260

	
OWINGS
 MILLS LIMITED PARTNERSHIP

	
GENERAL
 GROWTH PROPERTIES, INC.

 ATTN: LAW/LEASING ADMINISTRATION

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
7900
 RITCHIE HWY

 SPACE E229

 GLEN BURNIE MD 21061

	
TKL-EAST,
 LLC

	
C/O
 SIMON PROPERTY GROUP, INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1
 POYDRAS STREET

 SPACE 1306

 NEW ORLEANS LA 70130

	
NEW
 ORLEANS RIVERWALK ASSOCIATES

	
GENERAL
 GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044













	
 

	
 

	
 


	
1251
 US 31 NORTH

 SPACE G-04A

 GREENWOOD IN 46142

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1751
 MADISON AVENUE

 SPACE 402

 COUNCIL BLUFFS IA 51503

	
MALL
 OF THE BLUFFS PARTNERS LLC

	
110
 NORTH WACKER

 CHICAGO IL 60606


	
700
 HAYWOOD RD

 GREENVILLE SC 29607

	
BELLWETHER
 PROPERTIES OF SOUTH CAROLINA, LP

	
M.S.
 MANAGEMENT ASSOCIATES, ONCE

 NATIONAL CITY CENTER

 115 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2153
 N ORANGE MALL

 SPACE D43A

 ORANGE CA 92865-3611

	
B
 VILLAGE/ORANGE I, LLC, RB VILLAGE/ORANGE II, LLC

	
RAWSON,
 BLUM & LEON

 425 CALIFORNIA STREET

 SUITE 200

 SAN FRANCISCO CA 94104


	
3320
 SILAS CREEK PARKWAY

 SUITE 240

 WINSTON SALEM NC 27103

	
JG
 WINSTON-SALEM, LLC

	
CBL
 & ASSOCIATES PROPERTIES, INC

 CBL CENTER

 2030 HAMILTON PLACE BLVD., SUITE 500

 CHATTANOOGA TN 37421-6000


	
1100
 N WESLEYAN BLVD

 SUITE 6022

 ROCKY MOUNT NC 27804

	
HENDON
 GOLDEN EAST LLC

	
C/O
 HENDON PROPERTIES

 3445 PEACHTREE ROAD NE, SUITE 465

 ATLANTA GA 30326


	
1096
 CROSSROADS BLVD

 OKLAHOMA CITY OK 73149

	
MMP
 CROSSROADS, LLC

	
5771
 BLEAUX AVENUE, SUITE A

 SPRINGDALE AR 72762


	
3404
 WEST 13TH STREET

 UNIT 136

 GRAND ISLAND NE 68803

	
CONESTOGA
 MALL 2002, LLC

	
C/O
 J. HERZOG & SONS, INC.

 1720 S. BELLAIRE STREET, SUITE 1209

 DENVER CO 80222-4336


	
1501
 WARD BOULEVARD

 WILSON NC

 27893 

	
H/S
 WILSON, LLC

	
HULL
 STOREY RETAIL GROUP

 ATT: JAMES M. HULL

 1190 INTERSTATE PARKWAY

 AUGUSTA GA 30909


	
2800
 NORTH ELM STREET

 LUMBERTON NC 28358

	
BIGGS
 PARK, INC.

	
3550
 ELIZABETHTOWN ROAD

 LUMBERTON NC 28358


	
300
 SOUTH 24TH ST W

 BILLINGS MT59102 

	
MACERICH
 RIMROCK LP

	
MANAGEMENT
 OFFICE

 ATTN: CENTER MANAGER

 300 SOUTH 24TH STREET

 BILLINGS MT 59102-5650


	
11970
 EAST WARREN ST

 DETROIT MI 48214

	
WARREN
 CONNER, LLC

	
C/O
 THOR EQUITIES, LLC

 ATTN: PETER LOCKHART-EXECT. VICE PRES.

 25 WEST 39TH STREET, 11TH FLOOR

 NEW YORK NY 10018


	
11970
 EAST WARREN ST

 DETROIT MI 48214

	
WARREN
 CONNER, LLC

	
C/O
 THOR EQUITIES, LLC

 ATTN: PETER LOCKHART-EXECT. VICE PRES.

 25 WEST 39TH STREET, 11TH FLOOR

 NEW YORK NY 10018


	
3551
 HARRISBURG MALL

 HARRISBURG PA 17111-1210

	
TD
 BANK, NA.

	
RE:
 HARRISBURG MALL

 P.O. BOX 95000-3625

 PHILADELPHIA PA 19195-0001


	
2268
 LEBANON VALLEY MALL

 LEBANON PA 170422568

	
LEBANON
 VALLEY MALL CO

	
4500
 PERKIOMEN AVENUE

 READING PA 19106


	
13952C
 JEFFERSON DAVIS HY

 WOODBRIDGE VA 22191-2011

	
PEDRO
 PETROVITCH, AGENT FOR

	
PEDRO
 AND CAROL PETROVITCH

 PAULO AND CHARISE PETROVITCH

 23001 DAVIS MILL ROAD

 GERMANTOWN MD 20876













	
 

	
 

	
 


	
23
 COLONIAL PARK MALL

 HARRISBURG PA 17109-6220

	
CATALINA
 PARTNERS L.P.

	
C/O
 GLIMCHER COLONIAL PARK MALL, INC

 180 EAST BROAD STREET, 21ST FLOOR

 ATTN: GENERAL COUNSEL

 COLUMBUS OH 43215


	
1509
 CALDWELL BLVD

 NAMPA ID 83651

	
MILAN
 PROPERTIES LLC

	
888
 SOUTH DISNEYLAND DRIVE, SUITE 101

 ANAHEIM CA 92802


	
7600
 KINGSTON PIKE

 SPACE 1192

 KNOXVILLE TN 37919

	
WEST
 TOWN MALL LLC

	
C/O
 SIMON PROPERTY GROUP INC.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
2370
 SOUTHCROSS BLVD

 SPACE A-3

 SAN ANTONIO TX 782232264

	
MCCRELESS
 INVESTORS, LTD.

	
1884
 MOUNTAIN VIEW DRIVE

 TIBURON CA 94920


	
8600
 WARD PKWY

 SPACE 5

 KANSAS CITY MO 64114

	
COVENTRY
 II DDR WARD PARKWAY LLC

	
CHRISTINE
 GRABOWSKY

 3300 ENTERPRISE PARKWAY

 CLEVELAND OH 44122


	
3111
 MIDWESTERN PKY

 SPACE 200

 WICHITA FALLS TX 76308

	
SIKES
 SENTER, LLC.

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
2200
 W WAR MEMORIAL DR

 PEORIA IL 61613

	
CHICAGO
 TITLE LAND TRUST

	
C/O
 SIMON PROPERTY TRUST

 225 W. WASHINGTON

 NATIONAL CITY CENTER

 INDIANAPOLIS IN 46204


	
1000
 ROSS PARK ML DR

 SPACE D-01B

 PITTSBURGH PA 15237

	
PENN
 ROSS JOINT VENTURE

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1000
 ROSS PARK ML DR

 SPACE D-01B

 PITTSBURGH PA 15237

	
PENN
 ROSS JOINT VENTURE

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2801
 WILMA RUDOLPH BLVD

 SPACE 570

 CLARKSVILLE TN 37040

	
GOVERNOR’S
 SQUARE COMPANY

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
2050
 LAWRENCEVILLE HWY

 SUITE C14/ MAILBOX 37

 DECATUR GA 30033

	
HENDON
 NORTH DEKALB, LLC.

	
C/O
 HENDON PROPERTY MGMT, LLC.

 TWO LIVE OAK CENTER

 3445 PEACHTREE RD N.E. STE 465

 ATLANTA GA 30326


	
S
 8001 ORANGE BLOSSOM TRL

 SPACE 996

 ORLANDO FL 32809

	
FLORIDA
 MALL ASSOCIATES LTD.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1264
 E GIBSON ROAD

 SUITE B209

 WOODLAND CA 95776-6363

	
COUNTY
 FAIR FASHION MALL LLC

	
GENERAL
 MANAGER

 1264 E GIBSON ROAD, SUITE# E-500

 WOODLAND CA 95776


	
14400
 BEAR VALLEY ROAD

 SPACE 329

 VICTORVILLE CA 92392

	
MACERICH
 VICTOR VALLEY LLC

	
401
 WILSHIRE BLVD, SUITE 700

 SANTA MONICA CA 90401


	
4554
 VIRGINIA BEACH BLVD

 SUITE 160

 VIRGINIA BEACH VA 23462-3072

	
JONES
 LANG LASALLE AMERICAS INC.

	
3500
 PIEDMONT ROAD NE, SUITE 600

 ATLANTA GA 30305













	
 

	
 

	
 


	
1200
 HWY 22

 EAST BOX 209

 PHILLIPSBURG NJ 08865

	
PR
 FINANCING LIMITED

	
PARTNERSHIP

 C/O PREIT SERVICES, LLC

 200 SOUTH BROAD ST., 3RD FLOOR

 PHILADELPHIA PA 19102


	
12300
 JEFFERSON AVENUE

 SPACE 804

 NEWPORT NEWS VA 23602

	
PR
 PATRICK HENRY LLC

	
PREIT
 SERVICES, LLC

 200 SOUTH BROAD ST., 3RD FLOOR

 ATTN: GENERAL COUNSEL

 PHILADELPHIA PA 19102


	
401
 BISCAYNE BLVD

 SPACE N-203

 MIAMI FL 33132

	
BAYSIDE
 CENTER LP

	
C/O
 GENERAL GROWTH PROPERTIES INC

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
3700
 RIVERTOWN PARKWAY

 SPACE 2012

 GRANDVILLE MI 49418

	
RIVERTOWN
 CROSSINGS MALL

	
C/O
 GGP-GRANDVILLE L.L.C.

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
2855
 STEVENS CREEK BLVD

 SPACE 2271

 SANTA CLARA CA 95050-6721

	
VF
 MALL LLC

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BLVD., 12TH FLR

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
1601
 WILLOW LAWN DRIVE

 SUITE 251

 RICHMOND VA 232303436

	
FEDERAL
 REALTY INVESTMENT TRUST

	
1626
 EAST JEFFERSON STREET

 ROCKVILLE MD 20852-4041


	
1404
 N PARHAM ROAD

 SPACE R29

 RICHMOND VA 23229

	
TAUBMAN
 REGENCY SQUARE ASSOCIATES LLC

	
C/O
 THE TAUBMAN COMPANY

 ATTN: SUSAN EGGERT

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48303


	
1404
 N PARHAM ROAD

 SPACE R29

 RICHMOND VA 23229

	
TAUBMAN
 REGENCY SQUARE ASSOCIATES LLC

	
C/O
 THE TAUBMAN COMPANY

 ATTN: SUSAN EGGERT

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48303


	
4403
 BLACK HORSE PIKE

 SUITE 242

 MAYS LANDING NJ 083303122

	
HAMILTON
 MALL, LLC

	
C/O
 KRAVCO COMPANY

 234 MALL BOULEVARD

 KING OF PRUSSIA PA 19406


	
1801
 SW WANAMAKER RD

 SPACE F-18

 TOPEKA KS 66604

	
WEST
 RIDGE MALL LLC

	
M.S.MANAGEMENT
 ASSOCIATES INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
5015
 WESTHEIMER ROAD

 SUITE 1450

 HOUSTON TX 77056

	
7621
 HG GALLERIA I, II, III, LP

	
C/O
 SIMON PROPERTY GROUP, L.P.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
13350
 DALLAS PKWY

 SPACE 2820

 DALLAS TX 75240-2230

	
GALLERIA
 MALL INVESTORS LP

	
RE:
 DALLAS GALLERIA

 C/O GENERAL GROWTH PROPERTIES

 1000 PARKWOOD CIRCLE SUITE 400

 ATLANTA GA 30339


	
1592
 ROUTE 22 EAST

 WATCHUNG NJ 070696506

	
AT&T
 MOBILITY

	
ATTN:
 CHRIS DRUMMOND

 12555 CINGULAR WAY, SUITE # 2300

 ALPHARETTA GA 30004


	
1711
 W BETHANY HOME RD

 PHOENIX AZ 85015

	
COVENTRY
 II DDR PHOENIX

	
SPECTRUM
 SPE LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122













	
 

	
 

	
 


	
10202
 E WASHINGTON STREET

 SPACE 890

 INDIANAPOLIS IN 46229

	
WASHINGTON
 SQUARE MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
6020
 E 82ND ST STE 932

 INDIANAPOLIS IN 462505510

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
575
 E UNIVERSITY PKWY

 SUITE L-190

 OREM UT 84097

	
UNIVERSITY
 MALL S/C, LC

	
2733
 EAST PARLEYS WAY, SUITE 300

 SALT LAKE UT 84109-1662


	
3602
 N BLACKSTONE AVE

 SUITE 115

 FRESNO CA 93726-5314

	
U.S.
 MALL HOLDINGS, LLC

	
D/B/A
 MANCHESTER CENTER

 1901 EAST SHIELDS AVE. #203

 FRESNO CA 93726


	
2100
 HAMILTON PLACE BLVD

 SPACE 145

 CHATTANOOGA TN 37421

	
HAMILTON
 PLACE MALL GENERAL PARTNERSHIP

	
2030
 HAMILTON PLACE BLVD SUITE 500

 CHATTANOOGA TN 37421-6000


	
515
 NESHAMINY MALL

 BENSALEM PA 19020

	
NESHAMINY
 MALL JOINT VENTURE

	
LIMITED
 PARTNERSHIP

 NESHAMINY MALL

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
160
 WALT WHITMAN ROAD

 SUITE 1025

 HUNTINGTON STATION NY 11746

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 42604


	
21182
 SALMON RUN MALL

 LOOP W STE 116

 WATERTOWN NY 136012380

	
SALMON
 RUN SHOPPING CENTER LLC

	
C/O
 THE PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
21182
 SALMON RUN MALL

 LOOP W STE 116

 WATERTOWN NY 136012380

	
SALMON
 RUN SHOPPING CENTER LLC

	
C/O
 THE PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
5488
 S PADRE ISLAND DR

 SPACE 1320

 CORPUS CHRISTI TX 78411

	
CORPUS
 CHRISTI RETAIL VENTURE, LP

	
C/O
 TRADEMARK PROPERTY CO.

 ATTN: FRED WALTERS @ LA PALMERA

 5488 SOUTH PADRES ISLAND DRIVE

 CORPUS CHRISTI TX 78411


	
730
 CANAL STREET

 NEW ORLEANS LA 701302310

	
COLEMAN
 E. ADLER II

	
722
 CANAL STREET

 NEW ORLEANS LA 70130


	
501
 NORTH MAIN STREET

 MUSKOGEE OK 74401-6348

	
ARROWHEAD
 MALL 2005, LLC

	
C/O
 J. HERZOG & SONS, INC.

 1720 SOUTH BELLAIRE STREET

 SUITE 1209

 DENVER CO 80222


	
4200
 S FREEWAY

 SPACE 1051

 FORT WORTH TX 761151449

	
TOWN
 CENTER MALL, L.P.

	
C/O
 LA GRAN PLAZA

 4200 S. FREEWAY, #2500

 FORT WORTH TX 76115


	
2601
 DAWSON ROAD

 SPACE E-4

 ALBANY GA 31707

	
ALBANY
 MALL LLC

	
C/O
 ARNOV REALTY MGMT, INC.

 3500 EASTERN BOULEVARD

 MONTGOMERY AL 36116-1781


	
1627
 OPELIKA RD STE 58

 AUBURN AL 368301720

	
MARELDA
 UNIVERSITY VILLAGE MALL, LLC

	
GREGORY
 GREENFIELD & ASSOCIATES, LTD.

 124 JOHNSON FERRY RD. NE

 ATTN: ASSET MANAGER

 ATLANTA GA 30328


	
455
 SOUTH BIBB AVE

 EAGLE PASS TX 78852

	
ENTERPRISE
 EAGLE PASS ASSOCIATES, LP

	
C/O
 ENTERPRISE ASSET MGMT, INC.

 521 FIFTH AVE SUIT 1804

 NEW YORK NY 10175













	
 

	
 

	
 


	
1256
 MID RIVERS MALL

 ST. PETERS MO 63376

	
MID
 RIVERS MALL, LLC

	
CBL
 & ASSOCIATES MGMT.

 2030 HAMILTON PLACE BOULEVARD

 SUITE 500, CBL CENTER

 CHATTANOOGA TN 37421


	
ONE
 BELLIS FAIR PKWY

 SPACE 120

 BELLINGHAM WA 98226

	
BELLIS
 FAIR MALL

	
C/O
 BELLIS FAIR PARTNERS

 GENERAL GROWTH MGMT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
6600
 MENAUL BLVD NE

 SPACE L005

 ALBUQUERQUE NM 87110

	
CORONADO
 CENTER L.L.C.

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
6055
 SUNRISE MALL

 CITRUS HEIGHTS CA 95610

	
STEADFAST-BLK,
 LLC

	
STEADFAST
 COMMERCIAL MANAGEMENT COMPANY, INC

 4343 VON KARMAN, SUITE 300

 NEW PORT BEACH CA 92660


	
1321
 N COLUMBIA CTR BLVD

 SUITE 491

 KENNEWICK WA 99336

	
COLUMBIA
 MALL PARTNERSHIP

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1722
 SMITHDALE RD

 SPACE C-6

 MCCOMB MS 39648

	
EDGEWOOD
 MALL DEVELOPERS, LTD.

	
1722
 SMITHDALE ROAD

 MCCOMB MS 39648


	
114
 CROSS CREEK MALL

 FAYETTEVILLE NC 283037272

	
CROSS
 CREEK MALL, LLC

	
C/O
 CBL &ASSOCIATES PROPERTIES

 INC/2030 HAMILTON PLACE BLVD.

 SUITE 500

 CHATTANOOGA TN 37421


	
114
 CROSS CREEK MALL

 FAYETTEVILLE NC 28303-7272

	
CROSS
 CREEK MALL, LLC

	
C/O
 CBL &ASSOCIATES PROPERTIES

 INC/2030 HAMILTON PLACE BLVD.

 SUITE 501

 CHATTANOOGA TN 37421


	
316
 GRAND CENTRAL MALL

 VIENNA WV 26101-1111

	
GRAND
 CENTRAL LP

	
C/O
 GLIMCHER GRAND CENTRAL INC.

 180 EAST BROAD STREET 21ST FL

 ATTN; GENERAL COUNSEL

 COLUMBUS OH 43215


	
2259
 S 9TH ST

 SPACE 131

 SALINA KS 67401

	
IP
 OF A SALINA CENTRAL MALL LLC

	
PROPERTY
 MANAGER

 BOARDWALK MANAGEMENT COMPANY, INC.

 5870 FISHER ROAD, 2ND FLOOR

 EAST SYRACUSE NY 13057


	
4400
 ASHFRD-DUNWODY RD NE

 SUITE 1020

 ATLANTA GA 30346

	
PERIMETER
 MALL

	
C/O
 PERIMETER MALL LLC

 100 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION DEPT

 CHICAGO IL 60606


	
1124
 CUMBERLAND MALL

 ATLANTA GA 30339-3133

	
CUMBERLAND
 MALL, LLC

	
C/O
 GGP

 110 NORTH WACKER DRIVE

 ATTN:LAW/LEASE ADMIN

 CHICAGO IL 60606


	
3393
 PEACHTREE RD NE

 SPACE 3108-3109

 ATLANTA GA 30326

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3393
 PEACHTREE RD NE

 SPACE 3108-3109

 ATLANTA GA 30326

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 226 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3439













	
 

	
 

	
 


	
4800
 BRIARCLIFF RD NE

 SUITE 1042

 ATLANTA GA 30345-2749

	
BELLWETHER
 PROPERTIES OF

	
GEORGIA
 L.P.

 NATIONAL CITY CENTER

 115 WEST WASHINGTON ST.

 INDIANAPOLIS IN 46207


	
4601
 S BROADWAY

 SPACE F-15

 TYLER TX 75703

	
SIMON
 PROPERTY GROUP (TEXAS), L.P.

	
C/O
 M.S. MANAGEMENT ASSOC, INC.

 NATIONAL CITY CENTER

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
150
 PEARL NIX PARKWAY

 SPACE G4

 GAINESVILLE GA 30501

	
FIRST
 REPUBLIC GROUP REALTY, LLC.- LAKESHORE MALL

	
ASSET
 MANAGER - LAKESHORE MALL

 46 MAIN STREET

 SUITE 374

 MONSEY NY 10952


	
1800
 NE EVANGELINE THRUWY

 SPACE D-4

 LAFAYETTE LA 70501

	
NORTHGATE
 PRIME, LP 

	
P.O.
 BOX 271743

 ATTN; THOMAS E. MORRIS

 FLOWER MOUND TX 75027-1743


	
518
 VALLEY RIVER CENTER

 EUGENE OR 97401

	
MACERICH
 VALLEY RIVER CENTER LLC

	
ATTN:
 LEGAL DEPARTMENT

 401 WILSHIRE BLVD SUITE 700

 SANTA MONICA CA 90401


	
2800
 N MAIN STREET

 SPACE 732

 SANTA ANA CA 92705

	
MAINPLACE
 SHOPPINGTOWN LLC

	
WESTFIELD,
 LLC

 11601 WILSHIRE BLVD

 11TH FLOOR

 LOS ANGELES CA 90025


	
3383
 E COLONIAL DR

 SUITE A-8

 ORLANDO FL 328035111

	
PR
 ORLANDO FASHION SQUARE LLC

	
C/O
 PREIT SERVICES, LLC

 ATTN: GENERAL COUNSEL

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
1500
 APALACHEE PARKWAY

 SPACE 1030

 TALLAHASSEE FL 32301

	
GOVERNOR’S
 SQUARE

	
C/O
 TALLAHASSEE ASSOCIATES

 110 N. WACKER DR.

 CHICAGO IL 60606


	
6665
 NEWBERRY RD

 SUITE K-21

 GAINESVILLE FL 32605

	
OAKS
 MALL GAINSVILLE LP

	
C/O
 GENERAL GROWTH PROPERTIES INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
12237
 UNIVERSITY MALL CRT

 TAMPA FL 33612

	
SOMEROCK
 UNIVERSITY MALL OWNER, LLC

	
SOMERA
 CAPITAL MANAGEMENT LLC

 ATTN:CHARLIE CHRISTENSEN, CSM

 115 WEST CANON PERDIDO STREET

 SANTA BARBARA CA 93111


	
2223
 N WEST SHORE BLVD

 SUITE 108

 TAMPA FL 33607-5935

	
TAMPA
 WESTSHORE ASSOCIATES LP

	
200
 EAST LONG ROAD

 P.O BOX 200

 SUITE 2000

 BLOOMFIELD HILLS MI 48303


	
6978
 TYRONE SQUARE

 SUITE 804A

 ST. PETERSBURG FL 33710-3936

	
SIMON
 CAPITAL GP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
4901
 N KICKAPOO ST

 SPACE 1584

 SHAWNEE OK 74801

	
SHAWNEE
 MALL LLC

	
PRIME
 RETAIL

 217 EASTWOOD STREET-20TH FL

 OFFICE OF THE GENERAL COUNSEL

 BALTIMORE MD 21202-2316


	
3811
 S COOPER STREET

 SUITE 1412

 ARLINGTON TX 76015

	
THE
 PARKS AT ARLINGTON, LLC

	
3811
 S. COOPER ST- STE.2206

 ARLINGTON TX 76015


	
3811
 S COOPER STREET

 SUITE 1412

 ARLINGTON TX 76015

	
THE
 PARKS AT ARLINGTON, LLC

	
3811
 S. COOPER ST- STE.2206

 ARLINGTON TX 76015













	
 

	
 

	
 


	
3800
 US HIGHWAY 98 N

 ROOM 428

 LAKELAND FL 33809

	
GGP-LAKELAND,
 INC.

	
C/O
 GENERAL GROWTH MGMT, INC.

 -ATTN: GENERAL COUNSEL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3800
 US HIGHWAY 98 N

 ROOM 428

 LAKELAND FL 33809

	
GGP-LAKELAND,
 INC.

	
C/O
 GENERAL GROWTH MGMT, INC.

 -ATTN: GENERAL COUNSEL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3800
 US HIGHWAY 98 N

 ROOM 428

 LAKELAND FL 33809

	
GGP-LAKELAND,
 INC.

	
C/O
 GENERAL GROWTH MGMT, INC.

 -ATTN: GENERAL COUNSEL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1901
 NW EXPRESSWAY

 SUITE 2018

 OKLAHOMA CITY OK 73118

	
PENN
 SQUARE MALL, LP

	
MS
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
849
 E COMMERCE STREET

 SPACE 509

 SAN ANTONIO

 TX

 78205

	
NEW
 RIVERCENTER MALL II L.P

	
ASHKENAZY
 ACQUISITION CORP.

 ATTN: JOE PRESS

 433 5TH AVENUE, STE 200

 NEW YORK NY 10016


	
11500
 MIDLOTHIAN TURNPIKE

 RICHMOND VA 23235

	
THE
 MACERICH PARTNERSHIP, L.P.

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD. SUITE 700

 SANTA MONICA CA 90407


	
385
 SOUTHBRIDGE STREET

 SPACE S050, BOX 1715

 AUBURN MA 015012498

	
MAYFLOWER
 AUBURN, L.P.

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 225 WEST WASHINGTON ST.

 INDIANAPOLIS IN 46204


	
1500
 S WILLOW STREET

 SPACE E-119

 MANCHESTER NH 03103-3220

	
MNH
 MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2800
 MCHENRY AVENUE

 MODESTO CA 95350

	
INDIAN
 OAK TREE, LLC

	
C/O
 COSOL MANAGEMENT GROUP

 2020 STANDIFORD AVENUE, D-1

 MODESTO CA 95350


	
12512
 VICTORY BLVD

 SPACE A

 NORTH HOLLYWOOD CA 91606

	
ITA
 PROPERTIES, LLC

	
C/O
 SB MANAGEMENT CORPORATION

 433 NORTH CAMDEN DRIVE

 SUITE 800

 BEVERLY HILLS CA 90210


	
204
 SOUTHPARK CIRCLE

 COLONIAL HEIGHTS VA 23834

	
SOUTHPARK
 MALL, LLC

	
C/O
 CBL & ASSOCIATES

 PROPERTIES, INC./2030 HAMILTON

 PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421


	
320
 W 5TH AVENUE

 SUITE 118

 ANCHORAGE AK 99501

	
MELVIN
 SIMON & ASSOC/ANCHORAGE

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
67
 BERKSHIRE MALL

 LANESBORO MA 01237-9502

	
LANESBOROUGH
 ENTERPRISES NEWCO, LLC

	
C/O
 THE PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
10
 SMITHFIELD BLVD

 PLATTSBURGH NY 12901

	
CHAMPLAIN
 CENTRE NORTH LLC

	
THE
 PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202













	
 

	
 

	
 


	
10
 SMITHFIELD BLVD

 PLATTSBURGH NY 12901

	
CHAMPLAIN
 CENTRE NORTH LLC

	
THE
 PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
3250
 NW FEDERAL HWY

 JENSEN BEACH FL 34957

	
TREASURE
 COAST-JCP ASSOCS., LTD

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
303
 301 BLVD W STE 837

 BRADENTON FL 34205-7950

	
DEBARTOLO
 CAPITAL LP

	
C/O
 M.S. MANAGEMENT ASSOC, INC.

 NATIONAL CITY CENTER

 115 W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1580
 RIO ROAD EAST

 CHARLOTTESVILLE VA 22901-1404

	
SHOPPING
 CENTER ASSOCIATES

	
M.S.
 MANAGEMENT ASSOCIATES, INC

 NATIONAL CITY CENTER

 115 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
1801
 BELTLINE RD

 SPACE 54

 DECATUR AL 35603

	
FIRST
 REPUBLIC GROUP REALTY LLC - DECATUR MALL

	
ASSET
 MANAGER, DECATUR MALL

 46 MAIN STREET, SUITE 374

 MONSEY NY 10952


	
2
 FINANCIAL PLAZA

 SUITE 130

 HUNTSVILLE TX 77340-3598

	
WEST
 HILL GROUP LP

	
2
 FINANCIAL PLAZA, SUITE# 690

 HUNTSVILLE TX 77340


	
100
 MANHATTAN TOWN CTR

 SUITE 450

 MANHATTAN KS 66502-8506

	
MTC
 DEVELOPMENT GROUP LLC

	
3421
 NORTH LAKEVIEW DRIVE

 TAMPA FL 33618


	
93
 W CAMPBELL RD

 SPACE B112

 SCHENECTADY NY 12306-6800

	
ROTTERDAM
 SQUARE, LLC

	
ATT:LEGAL
 DEPARTMENT

 401 WILSHIRE BLVD. STE 700

 SANTA MONICA CA 90401


	
1700
 NORMAN DRIVE

 VALDOSTA GA 31601

	
MARELDA
 VALDOSTA MALL, LLC

	
BABCOCK
 & BROWN

 1 DAG HAMMARSKJOLD PLAZA

 889 SECOND AVENUE, 49TH FLOOR

 NEW YORK NY 10017


	
1
 WALDEN GALLERIA

 P.O. BOX B105

 BUFFALO NY 14225

	
PYRAMID
 WALDEN COMPANY, L.P.

	
C/O
 PYRAMID MANAGEMENT GROUP, INC.

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
1855
 41ST AVENUE

 SPACE F-11

 CAPITOLA CA 95010

	
THE
 MACERICH PARTNERSHIP, LP

	
MANAGEMENT
 OFFICE

 ATTN: CENTER MANAGER

 1855 41ST AVENUE

 CAPITOLA CA 95010


	
1701
 SUNRISE HIGHWAY

 SPACE D3

 BAY SHORE NY 11706

	
WESTLAND
 SOUTH SHORE MALL, L.P.

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BOULEVARD

 11TH FLOOR

 LOS ANGELES CA 90025


	
30-242
 MALL DRIVE W.

 JERSEY CITY

 NJ

 07310

	
NC
 MALL ASSOCIATES C/O MS

	
MANAGEMENT
 ASSOCIATES, INC.

 C/O SIMON PROPERTY GRUOP

 225W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
140
 BURLINGTON SQ MALL

 BURLINGTON NC 27215

	
BURLINGTON
 MALL, LLC

	
JONES
 LANG LASALLE AMERICAS, INC.

 ATTN: PRESIDENT AND CEO, RETAIL

 3344 PEACHTREE ROAD NE, SUITE 1200

 ATLANTA GA 30326













	
 

	
 

	
 


	
1050
 SHAW AVENUE

 SPACE 1079

 CLOVIS CA 93612

	
LANDVALUE
 77 LLC

	
C/O
 LANDVALUE MANAGEMENT, LLC

 1050 SHAW AVENUE, SUITE 1075

 ATTN: JAMES H. HUELSKAMP

 CLOVIS CA 93612


	
3000
 MALL VIEW ROAD

 SUITE 1089, SP C-89

 BAKERSFIELD CA 93306

	
BH
 MALL, LLC

	
EAST
 HILLS MALL MGMT OFFICE

 3000 MALL VIEW ROAD, SUITE 1178

 BAKERSFIELD CA 93306


	
7
 NEPONSET STREET

 WORCESTER MA 01606

	
MAYFLOWER
 GREENDALE, L.P.

	
C/O
 SIMON PROPERTY GROUP, L.P.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7
 NEPONSET STREET

 WORCESTER MA 01606

	
MAYFLOWER
 GREENDALE, L.P.

	
C/O
 SIMON PROPERTY GROUP, L.P.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7875
 MONTGOMERY RD

 SUITE L-137

 CINCINNATI OH 45236

	
KENWOOD
 MALL LLC.

	
C/O
 KENWOOD TOWNE CENTRE

 7875 MONTGOMERY ROAD

 ATTN: GENERAL MANAGER

 CINCINNATI OH 45236


	
2205
 AVE F

 DEL RIO TX 788403120

	
MALL
 SHOPPING CENTER COMPANY, L.P.

	
CBL
 & ASSOCIATES PROPERTIES INC/CBL CENTER

 2030 HAMILTON PLACE BLVD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
1801
 PALM BEACH LAKE BLVD

 SPACE 178

 WEST PALM BEACH FL 33401

	
PALM
 BEACH MALL, LLC

	
1801
 PALM BEACH LAKES BLVD

 WEST PALM BEACH FL 33401


	
240
 COMMONWEALTH BLVD

 SPACE 26

 MARTINSVILLE VA 24112

	
LIBERTY
 FAIR VA LP

	
C/O
 DEVELOPERS DIVERSIFIED

 3300 ENTERPRISE PARKWAY

 P.O. BOX 228042

 BEACHWOOD OH 44122


	
7300
 DODGE STREET

 SUITE 124

 OMAHA NE 68114

	
CROSSROADS
 MALL, LLC

	
M.S.
 MANAGEMENT ASSOC, INC.

 P.O. BOX 7033

 INDIANAPOLIS IN 46207


	
5300
 SAN DARIO

 SUITE 172-B

 LAREDO TX 78041

	
MALL
 DEL NORTE, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 SUITE 500 - CBL CENTER

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421-6000


	
CARRETERA
 2 ESQ AVENIDA

 SPACE 38 B

 BAYAMON PR 00961

	
SANTA
 ROSA MALL LLC

	
COMMERCIAL
 CENTERS MANAGEMENT, INC.

 P.O. BOX 362983

 SAN JUAN PR 00936-2983


	
1437
 E DIXIE DRIVE

 BOX 145

 ASHEBORO NC 27203

	
JG
 RANDOLPH II, LLC

	
C/O
 CBL &ASSOCIATES MANAGEMENT

 SUITE 500 - CBL CENTER

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421


	
1117
 SOUTHLAKE MALL

 MORROW GA 30260

	
SOUTHLAKE
 MALL, L.L.C.

	
C/O
 GENERAL GROWHT PROP., INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1117
 SOUTHLAKE MALL

 MORROW GA 30260

	
SOUTHLAKE
 MALL, L.L.C.

	
C/O
 GENERAL GROWHT PROP., INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1117
 SOUTHLAKE MALL

 MORROW GA 30260

	
SOUTHLAKE
 MALL, L.L.C.

	
C/O
 GENERAL GROWTH PROP., INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
865
 MARKET STREET

 SPACE 238

 SAN FRANCISCO CA 94103

	
S.F.
 SHOPPING CENTRE ASSOCIATES, L.P.

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD

 FLOOR 12

 LOS ANGELES CA 90025


	
1950
 EAST 20TH ST

 SPACE G705-707

 CHICO CA 95928

	
CHICO
 MALL, L.P.

	
C/O
 CHICO MALL

 110 N WACKER DRIVE

 ATTN: LAW/LSE ADMIN DEPT

 CHICAGO IL 60606


	
900
 DANA DR

 SPACE C-34

 REDDING CA 96003

	
SHASTA
 MALL ASSOCIATES

	
C/O
 CORDANO COMPANY

 1112-11TH STREET

 SACRAMENTO CA 95814


	
444
 RICHMOND MALL

 RICHMOND KY 40475

	
RICHMOND
 MALL ASSOCIATES LLC

	
211
 HEWES STREET

 BROOKLYN NY 11211


	
7700
 E KELLOGG ST

 SUITE 645

 WICHITA KS 67207

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7700
 E KELLOGG ST

 SUITE 645

 WICHITA KS 67207

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7700
 E KELLOGG ST

 SUITE 645

 WICHITA KS 67207

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1705
 W 49TH STREET

 SPACE 1020

 HIALEAH FL 33012

	
WESTLAND
 MALL LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD.

 11TH FLOOR

 LOS ANGELES CA 90025


	
4600
 W KELLOGG AVE

 SPACE J-10

 WICHITA KS 67209

	
TOWNE
 WEST SQUARE LLC

	
MS
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
600
 E NORTHERN LIGHTS BLV

 SPACE 172

 ANCHORAGE AK 99503

	
ANCHORAGE
 SHOPPING CENTER LLC

	
C/O
 CARR GOTTSTEIN PROPERTIES

 4000 W. DIMOND BLVD., SUITE 240

 ANCHORAGE AK 99502


	
27001
 US HWY 19 NORTH

 SUITE 1053

 CLEARWATER FL 33761

	
BELLWETHER
 PROPERTIES OF FLORIDA ( LIMITED)

	
WESTFIELD
 CORPORATION INC.

 11601 WILSHIRE BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025


	
4465
 POPLAR AVENUE

 SPACE 1110A

 MEMPHIS TN 38117

	
SHOPPING
 CENTER ASSOCIATES

	
C/O
 M.S. MANAGEMENT ASSOC., INC

 115 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1216
 GARDEN STATE PLAZA

 PARAMUS NJ 076522416

	
WESTLAND
 GARDEN STATE PLAZA, LP

	
C/O
 WESTFIELD CORPORATION, INC

 11602 WILSHIRE BOULEVARD,

 13TH FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES CA 90026


	
1216
 GARDEN STATE PLAZA

 PARAMUS NJ 076522416

	
WESTLAND
 GARDEN STATE PLAZA, LP

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD,

 12TH FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES CA 90025


	
6000
 WEST MARKHAM

 SUITE 2098

 LITTLE ROCK AR 72205

	
CBL/PARK
 PLAZA MALL, LLC

	
C/O
 CBL & ASSOC. MGMT INC.

 2030 HAMILTON PLACE BLVD., SUITE 500

 CHATTANOOGA TN 37421-6000


	
400
 MILL AVENUE SE

 SPACE 525

 NEW PHILADELPHIA OH 44663

	
GLIMCHER
 PROPERTIES LIMITED PARTNERSHIP

	
150
 EAST GAY STREET

 ATTN: GENERAL COUNSEL

 COLUMBUS OH 43215













	
 

	
 

	
 


	
2550
 SOMERSVILLE RD

 SPACE 67

 ANTIOCH CA 94509

	
THE
 MACERICH PARTNERSHIP, L.P.

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD,SUITE 700

 SANTA MONICA CA 90401


	
3849
 S DELSEA DRIVE

 SUITE B11

 VINELAND NJ 08360

	
C/O
 PREIT SERVICES, LLC

	
ATTN:
 GENERAL COUNSEL

 THE BELLEVUE - 3RD FLOOR

 200 SOUTH BROAD STREET

 PHILADELPHIA PA 19102


	
1401
 ROUTE 300

 SUITE 165

 NEWBURGH NY 12550

	
NEWBURGH
 CAPITAL GROUP, LLC

	
C/O
 URBAN RETAIL PROPERTIES CO

 900 NORTH MICHIGAN AVENUE

 ATTN:PRESIDENT,MANAGEMNET CO.

 CHICAGO IL 60611


	
441
 EAST 34TH STREET

 CHICAGO IL 60616-4108

	
DK
 RETAIL SERVICES

	
C/O
 DRAPER & KRAMER

 33 WEST MONROE STREET

 CHICAGO IL 60603


	
366
 W 14 MILE RD

 TROY MI 48083

	
URBANCAL
 OAKLAND MALL, LLC

	
URBAN
 RETAIL PROPERTIES LLC

 ATTN: LEN W. TOBIASKI

 900 NORTH MICHIGAN AVENUE, SUITE 900

 CHICAGO IL 60611


	
454
 STROUD MALL

 ROUTE 611

 STROUDSBURG PA 183601147

	
STROUD
 MALL, LLC

	
CBL
 & ASSOCIATES PROPERTIES

 INC./CBL CENTER/2030 HAMILTON

 PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421-6000


	
400
 PINE STREET

 SUITE 008

 SEATTLE WA 98101

	
WESTLAKE
 CENTER ASSOCIATES, LP

	
GENERAL
 GROWTH PROPERTIES, INC

 COLUMBIA REGIONAL OFFICE

 1601 FIFTH AVENUE SUITE 400

 SEATTLE WA 95101


	
1
 SANGERTOWN SQ STE 90A

 NEW HARTFORD NY 13413-1521

	
SANGERTOWN
 SQUARE LLC

	
THE
 CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
4801
 OUTER LOOP RD

 SPACE D-644

 LOUISVILLE KY 40219

	
JEFFERSON
 MALL COMPANY II, LLC

	
CBL
 & ASSOCIATES MGMT, INC

 CBL CENTER CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
630
 OLD COUNTRY RD

 SPACE 1124B

 GARDEN CITY NY 11530

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
630
 OLD COUNTRY RD

 SPACE 1124B

 GARDEN CITY NY 11530

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
5266
 KINGS PLAZA

 BROOKLYN NY 11234

	
ALEXANDER’S
 KINGS PLAZA, LLC

	
C/O
 VORNADO REALTY TRUST

 210 ROUTE 4 EAST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 PARAMUS NJ 07652


	
3650
 W M LUTHER KING BLVD

 SPACE 264

 LOS ANGELES CA 90008-1765

	
CAPRI
 URBAN BALDWIN, LLC

	
300
 NORTH LAKE AVENUE, SUITE# 620

 PASADENA CA 91101


	
3500
 S MERIDIAN

 SPACE 320

 PUYALLUP WA 98373 

	
THE
 CAFARO NORTHWEST PARTNERSHIP

	
2445
 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504


	
50
 MASSACHUSETTS AVE NE

 SPACE C-135

 WASHINGTON DC 20002

	
UNION
 STATION INVESTCO, LLC

	
MANGEMENT
 OFFICE

 2W/40 MASSACHUSETTS AVENUE, NE

 WASHINGTON DC 20002-4225













	
 

	
 

	
 


	
1751
 COLUMBIA ROAD NW

 WASHINGTON DC 20009

	
COLUMBIA
 ROAD II LLC

	
C/O
 COMBINED PROPERTIES

 1255 22ND STREET, N.W., 6TH FLOOR

 WASHINGTON DC 20037


	
3831
 W VINE STREET

 SUITE 13

 KISSIMMEE FL 34741

	
D/B/A
 OSCEOLA SQUARE MALL

	
C/O
 METRO EQUITY MANAGEMENT LLC

 PO BOX 967

 20730 HOLYOKE AVENUE

 LAKEVILLE MN 550444


	
1441
 TAMIAMI TRAIL

 SPACE 751

 PORT CHARLOTTE FL 33948

	
PORT
 CHARLOTTE MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
4200
 PORTSMOUTH BLVD

 SPACE 760

 CHESAPEAKE VA 23321

	
CHESAPEAKE
 MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3661
 EISENHOWER PKWY

 PO BOX 25141

 MACON GA 31206

	
MACON
 MALL LLC

	
C/O
 JONES LANG LASALLE AMERICAS, INC

 3344 PEACHTREE ROAD NE, STE 1200

 ATTN: PRESIDENT & CEO, RETAIL

 ATLANTA GA 30326


	
3919
 LAFAYETTE ROAD

 SPACE 364

 INDIANAPOLIS IN 46254

	
CINEMA
 VETERANS, LLC

	
C/O
 ASHKENAZY ACQUISITION CORPORATION

 433 5TH AVE, 2ND FL

 NEW YORK NY 10016


	
7580
 CRESTWOOD BLVD

 SUITE 210

 BIRMINGHAM AL 35210

	
CENTURY
 PLAZA LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
7580
 CRESTWOOD BLVD

 SUITE 210

 BIRMINGHAM AL 35210

	
CENTURY
 PLAZA LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
7580
 CRESTWOOD BLVD

 SUITE 210

 BIRMINGHAM AL 35210

	
CENTURY
 PLAZA LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
1480
 CONCORD PKWY NORTH

 SUITE 320

 CONCORD NC 28025

	
CAROLINA
 MALL, LLC

	
C/O
 HULL STOREY RETAIL GROUP

 3632 WHEELER ROAD

 AUGUSTA GA 30909


	
14200
 E ALAMEDA AVE

 SPACE 512

 AURORA CO 80012

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
901
 AVE OF THE AMERICAS

 SPACE 170, BOX 112

 NEW YORK NY 10001

	
VNO
 100 WEST 33RD STREET, LLC

	
C/O
 VORNADO REALTY TRUST

 210 ROUTE 4 EAST

 ATTN: EXECUTIVE VP, RETAIL REAL ESTATE DIVISION

 PARAMUS NJ 07652


	
5801
 DUKE ST

 SUITE E152 & E156

 ALEXANDRIA VA 22304

	
LANDMARK
 MALL, L.L.C.

	
C/O
 GGP IVANHOE II, INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2350
 MIRACLE MILE RD

 SUITE 250

 BULLHEAD CITY AZ 86442

	
RIVERVIEW
 MALL, LLC

	
COMMERICAL
 PROPERTY DIVISION

 1900 SOUTH SEPULVEDA BLVD, SUITE# 212

 LOS ANGELES CA 90025


	
7014
 E CAMELBACK RD

 SPACE 2064

 SCOTTSDALE AZ 85251

	
SCOTTSDALE
 FASHION SQUARE, LLC

	
7014-590
 EAST CAMELBACK ROAD

 SCOTTSDALE AZ 85251













	
 

	
 

	
 


	
500
 N JACKSON RD

 SPACE D-4

 PHARR TX 78577

	
MCALLEN
 LEVCAL LLC.

	
LEVCOR,
 INC.

 ATTN: BRONWEN HARBOUR

 9660 KATY FREEWAY

 HOUSTON TX 77055


	
3702
 FREDERICK BLVD

 SPACE 122

 ST. JOSEPH MO 64506

	
BELT
 HIGHWAY LP

	
EAST
 HILLS MALL C/O THE

 MANAGEMENT OFFICE

 3702 FREDERICK BLVD.

 ST. JOSEPH MO 64506


	
S
 999 WASHINGTON ST

 152 EMERALD SQ,SPC W119

 NORTH ATTLEBOROUGH MA 02760-3642

	
MAYFLOWER
 EMERALD SQUARE LLC

	
C/O
 SIMON PROPERTY GROUP LP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
390
 MAIN STREET

 BUFFALO NY 14202

	
VIOLET
 REALTY, INC

	
2100
 LIBERTY BUILDING

 420 MAIN STREET

 BUFFALO NY 14202


	
6528
 REISTERSTOWN RD

 BALTIMORE MD 21215

	
REISTERSTOWN
 PLAZA

	
ASSOCIATES,
 LLC

 INLAND NORTHWEST MGMT. CORP.

 6564 REISTERSTOWN ROAD

 BALTIMORE MD 21215


	
13711
 FOOTHILL BLVD

 SYLMAR CA 91342

	
SUSAN
 SANDELMAN AS TRUSTEE OF

	
MUFFREY
 TRUST / C/O KIN

 PROPERTIES INC / SUITE 100

 185 N.W. SPANISH RIVER BLVD.

 BOCA RATON FL

 33431-4230


	
11719
 WEBB CHAPEL RD

 DALLAS TX 75229-2436

	
SUSAN
 SANDELMAN AS TRUSTEE OF MASCOT TRUST

	
C/O
 KIN PROPERTIES

 185 N.W. SPANISH RIVER BLVD., SUITE 100

 TENANT#100001083

 BOCA RATON FL 33431-4230


	
4315
 DALE BLVD

 DALE CITY VA 22193

	
INTERSTATE
 MANAGEMENT, INC.

	
5533
 MAPLEDALE PLAZA

 DALE CITY VA 22193


	
856
 ROUTE 70

 BRICKTOWN NJ 08723

	
SUSAN
 SANDELMAN AS TRUSTEE OF

	
ANEFF
 TRUST/C/O KIN PROPERTIES

 INC./185 N.W. SPANISH RIVER

 BLVD/SUITE100/TENANT#100001098

 BOCA RATON FL 33431-4230


	
5959
 TRIANGLE TOWN BLVD

 SUITE FU-2033

 RALEIGH NC 27616

	
TRIANGLE
 TOWN CENTER, LLC

	
CBL
 & ASSOCIATES MGMT, INC.

 5959 TRIANGLE TOWN BLVD, SUITE#2072

 RALEIGH NC 27616


	
4300
 E CHARLESTON BLVD

 LAS VEGAS NV 89104

	
FOG
 CAP RETAIL INVESTORS, LLC

	
1410
 SW JEFFERSON STREET

 ATT: ANDREW WIEDERHORN

 PORTLAND OR 97201


	
216
 EAST 161ST

 SUITE 40

 BRONX NY 10451

	
CP
 ASSOCIATES LLC

	
C/O
 JEFFREY MANAGEMENT CORP.

 370 SEVENTH AVENUE

 ATTN: JEFFREY M. GOLD

 NEW YORK NY 10001


	
2370
 NORTH EXPRESSWAY

 SUITE 1476

 BROWNSVILLE TX 78526

	
CBL
 SM-BROWNSVILLE, LLC

	
C/O
 CBL & ASSOCIATES, INC.

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421


	
2401
 S STEMMONS FREEWAY

 SUITE 1028

 LEWISVILLE TX 750672300

	
VISTA
 RIDGE JOINT VENTURE

	
C/O
 GENERAL GROWTH RPOPERTIES, INC.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606













	
 

	
 

	
 


	
1504
 OLD COUNTRY ROAD

 WESTBURY NY 11590

	
W
 & S ASSOCIATES, L.P.

	
C/O
 M.S. MANAGEMENT ASSOC., INC

 NATIONAL CITY CENTER

 115 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
1254
 E MEYER BLVD

 KANSAS CITY MO 64131

	
LANDING
 VENTURE ASSOCIATES

	
C/O
 BLOCK & COMPANY, INC.

 605 W. 47TH STREET, SUITE 200

 KANSAS CITY MO 64112


	
159
 WEST COUNTY CENTER

 DES PERES MO 63131

	
WEST
 COUNTY CENTER LLC

	
CBL
 & ASSOCIATES MANAGEMENT, INC

 SUITE 500, CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
1689
 ARDEN WAY

 SUITE 2090

 SACRAMENTO CA 95815

	
ARDEN
 FAIR ASSOCIATES LP

	
MACERICH
 COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD,SUITE 700

 SANTA MONICA CA 90407


	
1689
 ARDEN WAY

 SUITE 2090

 SACRAMENTO CA 95815

	
ARDEN
 FAIR ASSOCIATES LP

	
MACERICH
 COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD,SUITE 700

 SANTA MONICA CA 90407


	
98-1005
 MOANALUA ROAD

 SUITE 561

 AIEA HI 96701-4773

	
WATERCRESS
 ASSOCIATES, LP, LLLP

	
C/O
 MMI REALTY SERVICES, INC.

 2 NORTH LAKE AVENUE #450 

 PASADENA CA 91101-1858


	
15280
 GRAND RIVER AVE

 DETROIT MI 48227

	
FIRST
 ATWATER, L.L.C.

	
27600
 NORTHWESTERN HIGHWAY, SUITE 200

 SOUTHFIELD MI 48034


	
1105
 WALNUT STREET

 SPACE H121

 CARY NC 27511

	
CARY
 VENTURE LIMITED PARTNERSHIP

	
AND
 BELK-HUDSON-LEGGETT CO.

 C/O CBL & ASSOCIATES INC/2030

 HAMILTON PLAVE BLVD. SUITE 500

 CHATTANOOGA TN 37421


	
1133
 SAINT VINCENT AVE

 SPACE 190

 SHREVEPORT LA 71104

	
MALL
 ST VINCENT

	
C/O
 GENERAL GROWTH MGMT INC.

 110 N. WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
3400
 FOREST DRIVE

 SUITE 2078

 COLUMBIA SC 29204

	
OBERLIN
 ANTHONY LLC

	
C/O
 ANTHONY & CO.

 ATTN: DONALD J. HYNEMAN

 702 OBERLIN ROAD, SUITE # 400

 RALEIGH NC 27605


	
451
 E ALTAMONTE DRIVE

 SPACE 2365

 ALTAMONTE SPRINGS FL 327014620

	
ALTAMONTE
 MALL

	
C/O
 ALTAMONTE MALL VENTURE

 ATTN: LAW/LEASE ADMINISTRATION

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
230
 W HURON ROAD

 SUITE 72.01

 CLEVELAND OH 44113

	
TOWER
 CITY PROPERTIES LTD

	
AN
 OHIO LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
12531
 STATE RD 535

 SPACE N

 ORLANDO FL 32836

	
TCAM
 CORE PROPERTY FUND OPERATING LP

	
JONES
 LANG LASALLE

 100 EAST SYBELIA

 SUITE 160

 MAITLAND FL 32751


	
5401
 S WENTWORTH AVE

 SUITE 8A

 CHICAGO IL 60609-6341

	
EAST
 LAKE MANAGEMENT &

	
DEVELOPMENT
 CORP.

 2850 S. MICHIGAN AVENUE

 CHICAGO IL 60616













	
 

	
 

	
 


	
DOWNTOWN

 GROUND LEVEL

 NEW YORK NY 10003

	
BRAM
 WILL EL CORPORATION

	
SOL
 HERSKOWITZ, ATTORNEY AT LAW

 1125 EAST 28TH STREET

 BROOKLYN NY 11210


	
744
 BANKHEAD HIGHWAY

 CARROLLTON GA 30117

	
FOG
 CAP RETAIL INVESTORS, LLC

	
1410
 SW JEFFERSON STREET

 ATTN: ANDREW WIEDERHORN

 PORTLAND OR 97201


	
9268-01
 LEM TURNER RD

 JACKSONVILLE FL 32208

	
JALI
 LLC

	
C/O
 KIN PROPERTIES

 185 N.W. SPANISH RIVER BLVD.

 SUITE 100

 BOCA RATON FL 33431-4230


	
3333
 WEST TOUHY AVENUE

 SPACE E-2

 LINCOLNWOOD IL 60712

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 M.S. MGMT ASSOCIATES, INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
11700
 PRINCETON PIKE

 SPACE D215

 CINCINNATI OH 45246

	
TRI
 COUNTY MALL, LLC

	
C/O
 DEVELOPERS DIVERSIFIED REALTY CORPORATION

 ATTN: DIRECTOR OF MALL MANAGEMENT

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
1
 YORK GALLERIA

 SPACE 132

 YORK PA 17402

	
YORK
 GALLERIA LIMITED PARTNERS

	
HIP/CBL
 & ASSOCIATES PROPERTIE

 S, INC./CBL CENTER/2030 HAMILT

 ON PLACE BOULEVARD/SUITE 500

 CHATTANOOGA TN 37421-6000


	
11110
 MALL CIRCLE

 PO BOX 6007

 WALDORF MD 20603

	
CHARLES
 MALL COMPANY LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3162
 STEINWAY STREET

 ASTORIA NY 11103-3909

	
METROPOLITAN
 MANAGEMENT LLC

	
C/O
 ELYSEE INVESTMENT COMPANY

 601 WEST 182ND STREET

 NEW YORK NY 10033


	
LOCAL
 6

 LOS VETERANOS AVE

 GUAYAMA PR 00784

	
PLAZA
 GUAYAMA, S.E.

	
ADMINISTRATIVE
 OFFICE

 STATE ROAD #3

 KM 134.7

 GUYAMA PR 00784


	
2150
 E WALNUT AVE

 SPACE 22

 DALTON GA 30721

	
WALNUT
 SQUARE ASSOCIATES L.P.

	
C/O
 CBL & ASSOCIATES MGMT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
2441
 WHISKEY ROAD S

 SPACE 645

 AIKEN SC 29803

	
AIKEN
 MALL ACQUISTION LLC

	
LAKE
 STAR MANAGEMENT

 930 EAST 66TH STREET

 INDIANAPOLIS IN 46220


	
40
 BETANCES ST

 BAYAMON PR 00961

	
KANAR,
 S.E.

	
72
 PONCE STREET

 SAN JUAN PR 00917


	
4350
 24TH AVENUE

 SPACE 414

 FORT GRATIOT MI 48059-3852

	
BIRCHWOOD
 MALL

	
C/O
 BIRCHWOOD MALL PARTNERS

 L.L.C.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2215
 MEMORIAL DRIVE

 SUITE 6

 WAYCROSS GA 31501

	
THE
 MALL AT WAYCROSS

	
KOLB,
 WHEELER & WALTERS AT

 WAYCROSS, LLC/C/O WHEELER/KOLB

 MGMT. CO./P.O. BOX 957209

 DULUTH GA 30095


	
6725
 BLACK HORSE PIKE

 UNIT 24

 EGG HARBOR TOWNSHIP NJ 082343904

	
SHORE
 MALL ASSOCIATES, L.P.

	
44
 SOUTH BAYLES AVENUE, SUITE 304

 PORT WASHINGTON NY 11050













	
 

	
 

	
 


	
604
 SOUTH STREET

 PHILADELPHIA PA 19147

	
AXELROD-GIANNASCOLI
 REALTY

	
GROUP
 I

 400 POST AVENUE, SUITE 307

 WESTBURY NY 11590


	
1100
 SOUTH HAYES STREET

 SPACE 3046

 ARLINGTON VA 22202

	
FASHION
 CENTRE ASSOCIATES, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4717
 JOHNSON DRIVE

 MISSION KS 66205

	
MISSION
 DEVELOPERS LLC

	
C/O
 COPAKEN, WHITE & BLITT

 8900 STATE LINE ROAD, SUITE 333

 LEAWOOD KS 66206


	
4950
 PACIFIC AVENUE

 SPACE 133

 STOCKTON CA 95207

	
WTM
 GLIMCHER LLC

	
GLIMCHER
 PROPERTIES LP

 ATTN: GENERAL COUNSEL

 150 EAST GAY STREET

 COLUMBUS OH 43215


	
1600
 N JACKSON STREET

 SUITE 239

 TULLAHOMA TN 37388

	
NORTHGATE
 LTD LIABILITY CO

	
C/O
 THE MATTIACE COMPANY

 125 S. CONGRESS STREET, 18TH FLOOR

 JACKSON MS 39201


	
100
 COLUMBIANA CIRCLE

 SPACE 1414

 COLUMBIA SC 29212

	
COLUMBIANA
 CENTRE

	
GGP-COLUMBIANA
 TRUST

 ATTN: LAW/LEASE DEPT.

 110 NORTH WACKER

 CHICAGO IL 60606


	
2751
 EASTLAND MALL

 COLUMBUS OH 43232

	
EM
 COLUMBUS II, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
2751
 EASTLAND MALL

 COLUMBUS OH 43232

	
EM
 COLUMBUS II, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
139
 PALMER PARK MALL

 EASTON PA 18045

	
PR
 PALMER PARK MALL LIMITED PARTNERSHIP

	
PREIT
 SERVICES, LLC

 ATTN:GENERAL COUNSEL

 200 BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
319
 W LEXINGTON ST

 BALTIMORE MD 21201

	
THE
 MAX GROUP INC

	
11100
 REISTERTOWN ROAD

 OWINGS MILLS MD 21117


	
48
 S RIO GRANDE ST

 SPACE 2076

 SALT LAKE CITY UT 84101

	
INLAND
 WESTERN SALT LAKE CITY GATEWAY LLC

	
2901
 BUTTERFIELD ROAD

 OAK BROOK IL 60523


	
2744
 N ROOSEVELT BLVD

 KEY WEST FL 33040

	
LPI/KEY
 WEST ASSOCIATES, LTD.

	
2720-A
 N. ROOSEVELT BLVD.

 KEY WEST FL 33040


	
2872
 E 3RD STREET

 SPACE C-3

 BLOOMINGTON IN 47401

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1125F
 COLUSA HWY

 SPACE D-403

 YUBA CITY CA 959913665

	
STEADFAST
 YUBA CITY I, LLC

	
STEADFAST
 YUBA CITY II, LLC

 C/O STEADFAST COMPANIES

 20411 S.W. BIRCH ST. STE 200

 NEWPORT BEACH CA 92660


	
78
 LOWER ALABAMA ST SW

 ATLANTA GA 30303-3174

	
CV
 UNDERGROUND, LLC

	
50
 UPPER ALABAMA STREET

 SUITE 007

 ATLANTA GA 30303


	
78
 LOWER ALABAMA ST SW

 ATLANTA GA 30303-3174

	
CV
 UNDERGROUND, LLC

	
50
 UPPER ALABAMA STREET

 SUITE 007

 ATLANTA GA 30303













	
 

	
 

	
 


	
194
 BUCKLAND HILLS DR

 SUITE 2018

 MANCHESTER CT 06040

	
PAVILLIONS
 @ BUCKLAND HILLS

	
LLC

 194 BUCKLAND HILLS DRIVE

 MANCHESTER CT 06040


	
159
 EAST 86TH ST

 NEW YORK NY 100282106

	
161
 EAST 86TH STREET COMPANY LLC

	
KENNETH
 S. FRIEDLAND

 250 WEST 49TH STREET SUITE 305

 NEW YORK NY 10019


	
1485
 BLVD MIGUEL POU

 SUITE 243

 PONCE PR 00717-2719

	
CENTRO
 DEL SUR MALL, LLC

	
P.O.
 BOX 362983

 SAN JUAN PR 00936-2983


	
14045
 ABERCORN ST

 BOX 138 SPACE 2618

 SAVANNAH GA 31419

	
SSF
 SAVANNAH PROPERTIES, LLC

	
C/O
 JSS ADVISORS, LLC

 120 E. 56TH STREET

 SUITE 500

 NEW YORK NY 10022


	
14500
 W COLFAX AVENUE

 SUITE 305

 LAKEWOOD CO 80401

	
COLORADO
 MILLS, LP

	
C/O
 SIMON PROPERTY GROUP

 225 W/ WASHINGTON ST.

 INDIANAPOLIS IN 46204-3438


	
470
 LEWIS AVENUE

 SPACE 30

 MERIDEN CT 06451

	
MERIDEN
 SQUARE #2, #3 LLC

	
11601
 WILSHIRE BOULEVARD

 11TH FLOOR

 LOS ANGELES CA 90025


	
1232
 METROCENTER

 SPACE 106

 JACKSON MS 39209-7518

	
JACKSON
 METROCENTER MALL LTD.

	
CANNON
 COMMERCIAL

 RE: METROCENTER MALL

 10850 WILSHIRE BLVD. STE 1050

 LOS ANGELES CA 90024


	
5006
 STATE HWY 23 STE 23

 ONEONTA NY 13820-4501

	
ROUTE
 23 ASSOCIATES, LLC

	
FAMECO
 MANAGEMENT SERVICES ASSOC. LP

 633 WEST GERMANTOWN PIKE, SUITE# 200

 PLYMOUTH MEETING PA 19462


	
4907
 9 MILE ROAD

 SPACE A 300

 RICHMOND VA 23223

	
TEALCO,
 INC.

	
C/O
 MORTON G. THALHIMER, INC.

 P.O. BOX 702

 RICHMOND VA 23206


	
2100
 FLORENCE MALL

 FLORENCE KY 41042

	
FLORENCE
 MALL L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
5243
 NORMANDY BLVD

 JACKSONVILLE FL 32205

	
SUSAN
 SANDELMAN AS TRUSTEE OF

	
THE
 MUFFREY TRUST/C/O KIN PROP

 ERTIES INC/185 NW SPANISH RIVE

 R BLVD/SUITE100TENANT100001102

 BOCA RATON FL 33431-4230


	
24201
 W VALENCIA BLVD

 SUITE 1265

 VALENCIA CA 91355

	
VALENCIA
 TOWN CENTER VENTURE, LP

	
WESTFIELD
 CORPORATION, INC.

 11601 WILSHIRE BOULEVARD

 11TH FLOOR

 LOS ANGELES CA 90025


	
24201
 W VALENCIA BLVD

 SUITE 1265

 VALENCIA CA 91355

	
VALENCIA
 TOWN CENTER VENTURE, LP

	
WESTFIELD
 CORPORATION, INC.

 11601 WILSHIRE BOULEVARD

 11TH FLOOR

 LOS ANGELES CA 90025


	
715A
 EAST SIBLEY BLVD

 DOLTON IL 60419

	
BAYVIEW
 ASSOCIATES

	
C/O
 KIN PROPERTIES, INC.

 185 N.W. SPANISH RIVER BLVD.

 SUITE 100 /TENANT# 100001182

 BOCA RATON FL 33431-4230


	
15602
 EMERALD WAY

 BOWIE MD 20716

	
BOWIE
 MALL COMPANY, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
9020-A
 WOODYARD ROAD

 CLINTON MD 20735

	
JIM
 HALL REAL ESTATE

	
C/O
 JULIE HALL MARSHALL

 7952 OLD BRANCH AVENUE

 CLINTON MD 20735


	
670
 E PRATER WAY

 SPACE 102

 SPARKS NV 89431

	
JALI
 LLC

	
C/O
 KIN PROPERTIES INC.

 185 N.W. SPANISH RIVER BLVD.

 SUITE 100

 BOCA RATON FL 33431-4230


	
22500
 TOWN CIRCLE

 SPACE 2196

 MORENO VALLEY CA 92553

	
GGP-MORENO
 VALLEY, INC.

	
MORENO
 VALLEY MALL

 C/O GGP-MORENO VALLEY INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
8000
 JESUS T PINERO AVE

 SUITE 119

 CAYEY PR 00736

	
DDR
 CAYEY LLC SE

	
DDR
 PR VENTURES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
3149
 INTERSECTION 584

 SPACE B4

 JUANA DIAZ PR 00795

	
PLAZA
 JUANA DIAZ, INC

	
URB
 COLLEGEVILLE

 2004 ABERDEEN STREET

 GUAYNABO PR 00969-4725


	
488
 OAK TREE AVENUE

 SOUTH PLAINFIELD NJ 07080

	
KRIYA
 REALTY CORPORATION

	
2098
 CHURCH AVENUE

 SCOTCH PLAINS NJ 07076


	
SPACE
 #3

 ORLANDO FL 32808

	
POSTELL
 ENTERPRISES, INC.

	
HARVEY,
 COVINGTON & THOMAS LLC

 498 PALM SPRINGS DRIVE

 SUITE 100

 ALTAMONTE SPRINGS FL 32701


	
4414
 MENAUL BLVD N.E.

 SUITE 1

 ALBUQUERQUE NM 87110

	
MUFFREY,
 LLC

	
C/O
 KIN PROPERTIES, INC.

 185 N.W. SPANISH RIVER BLVD.

 SUITE100-TENANT#100001057

 BOCA RATON FL 33431-4230


	
375B
 YORK ROAD

 WARMINSTER PA 18974

	
SANFORD
 SANDELMAN AS TRUSTEE OF MASUE TRUST

	
C/O
 KIN PROPERTIES INC

 185 N.W. SPANISH RIVER BLVD, SUITE100

 TENANT#100001072

 BOCA RATON FL 33431-4230


	
5342
 HOLLISTER AVENUE

 SANTA BARBARA CA 93111

	
WINVEN
 REALTY, L.L.C.

	
C/O
 WIN PROPERTIES, INC.

 10 RYE RIDGE PLAZA

 SUITE 200

 RYE BROOK NY 10573


	
3000
 GATEWAY ST STE 612

 SPRINGFIELD OR 97477-1061

	
GATEWAY
 MALL PARTNERS, C/O

	
GENERAL
 GROWTH PROPERTIES, INC.

 AGENT, 400 SOUTH HIGHWAY 169

 SUITE 800

 MINNEAPOLIS MN 55426


	
1770
 RED CLIFF DR

 SUITE 192

 ST. GEORGE UT 84790-8161

	
RED
 CLIFFS MALL

	
PRICE
 DEVELOPMENT COMPANY LP

 LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
3450
 WRIGHTSBORO RD

 SPACE 1109

 AUGUSTA GA 30909

	
AUGUSTA
 MALL PARTNERSHIP

	
GENERAL
 GROWTH PROPERTIES, INC.

 10275 LITTLE PATUXENT PKWY

 ATTN: LAW/LEASING AND OPERATIONS

 COLUMBIA MD 21044-3456


	
2600
 BEACH BLVD

 BILOXI MS 39531

	
AMERICAN
 NATIONAL INSURANCE CO.

	
JIM
 WILSON & ASSOCIATES, INC.

 2660 EASTCHASE LANE

 SUITE 100

 MONTGOMERY AL 36117













	
 

	
 

	
 


	
201
 SOUTH ESTES DRIVE

 SPACE A-12

 CHAPEL HILL NC 27514

	
MADISON
 UNIVERSITY MALL, LLC

	
ATTN:
 PAUL ANDREWS, CFO

 2001 PENNSYLVANIA AVENUE, NW

 10TH FLOOR

 WASHINGTON, DC 20006


	
6317
 DELMAR BLVD

 UNIVERSITY CITY MO 63130

	
FORDYCE
 PROPERTIES LLC

	
ATTN:
 BART BOUCHEIN

 1516 SOUTH BRENTWOOD BOULEVARD

 SUITE 102

 ST. LOUIS MO 63144


	
1001
 BARNES CROSSING ROAD

 BOX 23

 TUPELO MS 38804

	
TUP
 130, LLC

	
DAVID
 HOCKER & ASSOCIATES, IN

 1901 FREDERICA STREET

 OWENSBORO KY 42301-4818


	
3
 SOUTH TUNNEL RD

 SPACE K12

 ASHEVILLE NC 28805

	
ASHEVILLE
 LLC

	
CBL
 & ASSOCIATES PROPERTIES,

 INC./CBL CENTER/2030 HAMILTON

 PLACE BOULEVARD/SUITE 500

 CHATTANOOGA TN 37421-6000


	
SPACE
 10/11/12

 ST. CROIX VI 00820

	
SUNNY
 ISLE DEVELOPERS LLC

	
P.O.
 BOX 5994

 SUNNY ISLE STATION

 CHRISTIANSTAD

 ST. CROIX VI 00823


	
79
 S 69TH STREET

 UPPER DARBY PA 19082

	
69TH
 STREET RETAIL MALL LP

	
AAC
 MANAGEMENT CORP

 ATTN: JIMENA WATSON

 433 5TH AVENUE SUITE# 400

 NEW YORK NY 10016


	
2101
 E 71ST STREET

 CHICAGO IL 60649

	
JEFFREY
 PLAZA INVESTORS LLC

	
GRUBB
 & ELLIS MGMT SVCS INC

 500 WEST MONROE

 SUITE# 2800

 CHICAGO IL 60661


	
6555
 E SOUTHERN AVE

 SUITE 2306

 MESA AZ 85206

	
EAST
 MESA ASSOCIATES

	
11411
 NORTH TATUM BOULEVARD

 PHOENIX AZ 85028


	
4750
 N DIVISION ST

 BOX 256

 SPOKANE WA 99207

	
NORTH
 TOWN MALL

	
PRICE
 SPOKANE LIMITED PARTNERSHIP

 110 N WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
1233
 W AVENUE P

 SPACE 221

 PALMDALE CA 93551

	
ANTELOPE
 VALLEY MALL DEVELOPERS LTD

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
613
 N BERKELEY BLVD

 SUITE C

 GOLDSBORO NC 275343470

	
BERKELEY
 MALL, LLC

	
720
 SOUTH LAFAYETTE ST.

 P.O. BOX 146

 SHELBY NC 28150


	
250
 GRANITE STREET

 BRAINTREE MA 02184

	
BRAINTREE
 PROPERTY ASSOCIATES LP

	
C/O
 M.S. MANAGEMENT ASSOCIATES

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
250
 GRANITE STREET

 BRAINTREE MA 02184

	
BRAINTREE
 PROPERTY ASSOCIATES LP

	
C/O
 M.S. MANAGEMENT ASSOCIATES

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
LOCAL
 38

 YAUCO PR 00698

	
B.V.
 PROPERTIES, INC.

	
YAUCO
 PLAZA 1

 SHOPPING CENTER 137

 YAUCO PR 00698


	
3929
 MCCAIN BLVD

 SPACE E2

 NORTH LITTLE ROCK AR 72116

	
MCCAIN
 MALL COMPANY, L.P.

	
C/O
 SIMON PROPERTY GROUP, INC

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438













	
 

	
 

	
 


	
2829
 MISSION STREET

 SAN FRANCISCO CA 94110

	
CHARLES
 R. GONZALES

	
1212
 H EL CAMINO REAL

 #153

 SAN BRUNO CA 94066


	
82-227
 HWY 111

 SPACE C-14

 INDIO CA 92201

	
PASEO
 GROUP

	
C/O
 INDIO FASHION MALL

 82-227 HIGHWAY III

 SUITE D-16

 INDIO CA 92201


	
10300
 SOUTHSIDE BLVD

 SPACE 167

 JACKSONVILLE FL 32256

	
JACKSONVILLE
 AVENUES L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
10300
 SOUTHSIDE BLVD

 SPACE 167

 JACKSONVILLE FL 32256

	
JACKSONVILLE
 AVENUES L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
10300
 SOUTHSIDE BLVD

 SPACE 167

 JACKSONVILLE FL 32256

	
JACKSONVILLE
 AVENUES L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3251
 20TH AVE

 SPACE 266

 SAN FRANCISCO CA 94132

	
GGP-SL
 LLC & STONESTOWN SHOPPING CENTER L.P.

	
110
 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
3251
 20TH AVE

 SPACE 266

 SAN FRANCISCO CA 94132

	
STONESTOWN
 SHOPPING CENTER LP

	
GGP-SL,
 LLC

 3251 TWENTIETH AVENUE, SUITE 300

 SAN FRANCISCO CA 94132


	
10
 W DE LA GUERRA PLACE

 SANTA BARBARA CA 93101

	
SPHEAR
 INVESTMENTS, LLC

	
THE
 PAVILION

 200 E. CARRILLO STREET SUITE 200

 SANTA BARBARA CA 93101


	
PR
 155 KM 37.2

 VEGA BAJA PR 00693

	
DDR
 VEGA BAJA LLC SE

	
DDR
 PR VENTURES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
2476
 SAINT LOUIS GALLERIA

 ST. LOUIS MO 63117

	
SAINT
 LOUIS GALLERIA L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
1101
 MELBOURNE RD

 SUITE 3020

 HURST TX 76053

	
SIMON
 PROPERTY GROUP(TEXAS)LP

	
C/O
 MS MANAGEMENT ASSOC. INC.

 NATIONAL CITY CENTER

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2050
 PONCE BY-PASS SUITE 170

 PONCE PR 00717

	
PLAZA
 DEL CARIBE, S.E.

	
P.O.
 BOX 363268

 SAN JUAN PR 00936-3268


	
3921
 BROADWAY RD SUITE B

 GARLAND TX 75043

	
HARRY
 D. ASTON

	
THE
 ASTON COMPANY

 P.O. BOX 1988

 ROWLETT TX 75030


	
3200
 LAS VEGAS BLVD SOUTH

 SPACE 1640

 LAS VEGAS NV 89109-2612

	
FASHION
 SHOW MALL

	
FASHION
 SHOW MALL, LLC

 ATT:LAW/LEASE ADMINISTRATION DEPARTMENT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
375
 AVE CASTO PEREZ

 SAN GERMAN PR 006834700

	
DDR
 OESTE LLC, S.E.

	
DDR
 PR VENTURES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
5615
 WEST HOPE AVENUE, SUITE 101

 MILWAUKEE WI 53216

	
INLAND
 US MANAGEMENT LLC/BLDG # 6090

	
ATTN:
 MIKE LAPIETRA-PROPERTY MANAGER

 2901 BUTTERFIELD ROAD

 OAK BROOK IL 60523













	
 

	
 

	
 


	
10000
 COORS BYPASS NW

 SUITE F15

 ALBUQUERQUE NM 871144074

	
SIMON
 PROPERTY GROUP, L.P.

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1031
 EASTDALE MALL

 SPACE B-1

 MONTGOMERY AL 36117

	
EASTDALE
 MALL, LLC

	
C/O
 ARONOV REALTY MGMT. INC.

 3500 EASTERN BOULEVARD

 ATTN: LEGAL DEPARTMENT

 MONTGOMERY AL 36116-1781


	
28
 W 4TH STREET

 SUITE B14,15

 CINCINNATI OH 45202

	
POWELLTON
 HOLDINGS, LLC

	
TOWER
 PLACE

 P.O. BOX 526

 BRONX NY 10471


	
10000
 EMMETT F. LOWRY EX

 SPACE 1076

 TEXAS CITY TX 77591

	
BRENTWOOD
 GROUP 1 & 2

	
10,000
 EMMETT F. LOWRY

 SUITE 0001

 TEXAS CITY TX 77591


	
2825
 WEST MAIN

 UNIT 70

 BOZEMAN MT 59715

	
GALLATIN
 MALL GROUP, LLC

	
C/O
 CORNING COMPANIES

 PO BOX 80510

 BILLINGS MT 59108-0510


	
800
 FOXCROFT AVENUE

 SUITE 8474

 MARTINSBURG WV 25401-1829

	
MARTINSBURG
 MALL LLC

	
PRIME
 RETAIL, L.P.

 217 E. REDWOOD STREET, 20TH FL

 ATTN:THE OFFICE OF GENERAL COUNSEL

 BALTIMORE MD 21202


	
1201
 BOSTON POST ROAD

 SPACE 1007

 MILFORD CT 06460

	
THE
 CONNECTICUT POST LTD PTR

	
C/O
 WESTFIELD CORPORATION

 11601 WILSHIRE BLVD., 12TH FL.

 LOS ANGELES CA 90025


	
2301
 DAVE LYLE BLVD

 SPACE 710

 ROCK HILL SC 29730

	
JTL
 ROCK HILL, L.L.C

	
RE:
 ROCK HILL GALLERIA

 C/O CYPRESS EQUITIES I, LP

 15601 DALLAS PARKWAY,SUITE 400

 ADDISON TX 75001


	
ROAD
 2 HWY

 SPACE G-1

 ARECIBO PR 00612

	
DDR
 ATLANTICO LLC SE

	
DDR
 PR VENTURES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
99
 ROCKINGHAM PARK BLVD

 SPACE E-167

 SALEM NH 03079

	
MALL
 AT ROCKINGHAM, LLC

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3288-3290
 W SLAUSON AVE

 LOS ANGELES CA 90043

	
WATT
 MANAGEMENT COMPANY

	
SLAUSON
 & CRENSHAW ASSOC

 2716 OCEAN PARK BLVD

 SUITE 3040

 SANTA MONICA CA 90405


	
8712
 GARFIELD AVENUE

 SUITE 101

 SOUTHGATE CA 90280

	
EL
 PASEO SOUTH GATE, LLC

	
SVN
 MANAGEMENT, INC.

 9087 ARROW ROUTE

 SUITE 230

 RANCHO CUCAMONGA CA 91730


	
5125
 SOUTH PULASKI

 CHICAGO IL 60632

	
MIDWAY
 SQUARE SHOPPING CENTER LLC

	
C/O
 LEARSI & CO., INC.

 540 LAKE COOK ROAD, SUITE 180

 DEERFIELD IL 60015


	
1741
 EAST 95TH STREET

 CHICAGO IL 60617-4708

	
PRINCIPAL
 LIFE INSUARANCE COMPANY

	
US
 EQUITIES ASSET MANAGEMENT LLC

 550 W VAN BUREN STREET

 SUITE 1450

 CHICAGO IL 60607


	
29900
 SOUTHFIELD ROAD

 SOUTHFIELD MI 48076

	
CENTRO
 NP SOUTHFIELD (MI) SC, LLC

	
CENTRO
 PROPERTIES GROUP

 ATTN: LEGAL DEPT.

 420 LEXINGTON AVENUE, SEVENTH FLOOR

 NEW YORK NY 10170













	
 

	
 

	
 


	
1540
 NORTH OLDEN AVE

 EWING NJ 08638

	
LEVIN
 PROPERTIES, LP

	
893-917
 US HIGHWAY 22

 NORTH PLAINFIELD NJ 07061-0326


	
3501
 WEST CENTURY BLVD

 SUITE A

 INGLEWOOD CA 90303

	
MARKETPLACE
 AT HOLLYWOOD

	
PARK
 L.P.

 C/O HUGHES INVESTMENTS

 23 CORPORATE PLAZA, STE. 245

 NEWPORT BEACH CA 92660


	
2660
 EAST 79TH STREET

 STORE E

 CHICAGO IL 60649

	
JANG
 HAN KIM

	
76
 HOLABIRD CIRCLE

 HIGHWOOD IL 60040


	
4018
 W NORTH AVE

 CHICAGO IL 60639

	
CHANG
 K. KIM & JEONG J. KIM

	
7154
 N. CROWFORD

 LINCOLNWOOD IL 60712


	
3040
 SOUTH HALSTED ST

 CHICAGO IL 60608

	
CIRCUIT
 ASSOCIATES LLC

	
1030
 WEST HIGGINS ROAD SUITE# 360

 PARK RIDGE IL 60068


	
59
 E COLORADO BLVD

 PASADENA CA 91105

	
DANIEL
 L. MELLINKOFF

	
RVM
 PROPERTY MANAGEMENT

 87 N. RAYMOND AVENUE SUITE 300

 PASADENA CA 91103


	
721
 H STREET NE

 WASHINGTON DC 20002-3626

	
H
 STREET COMMUNITY DEVELOPMENT

	
CORPORATION,
 INC.

 501 H STREET, N.E.

 WASHINGTON DC 20002


	
1600
 WEST 13TH STREET

 SPACE 1A

 CHICAGO IL 60608-1306

	
INLAND
 WESTERN CHICAGO ASHLAND, LLC

	
MELISSA
 COHN

 2901 BUTTERFIELD ROAD

 OAKBROOK IL 60523


	
1731
 WEST HOWARD STREET

 UNIT A

 CHICAGO IL 60626

	
SEC
 CLARK & HOWARD, LLC

	
RREEF
 MANAGEMENT COMPANY

 3340 PEACHTREE ROAD NE

 SUITE 250

 ATLANTA GA 30326


	
14296
 GRATIOT AVE

 DETROIT MI 48205-2305

	
NORTHEAST
 VILLAGE SHOPPES, LLC

	
C/O
 A.F. JONNA MANAGEMENT & DE

 VELOPMENT COMPANY, LLC

 4036 TELEGRAPH ROAD, STE 201

 BLOOMFIELD HILLS MI 48302


	
775
 E TREMONT AVENUE

 BRONX NY 10460-4107

	
GLOBAL
 MGMT ENTERPRISES, LLC

	
2
 WEST 45TH STREET SUITE 1506

 NEW YORK NY 10036


	
#42

 PHILADELPHIA PA 19139

	
38
 52ND STREET LLC

	
C/O
 WHARTON REALTY

 500 FIFTH AVENUE

 54TH FLOOR

 NEW YORK NY 10110


	
3451
 ARAMINGO AVENUE

 PHILADELPHIA PA 19134

	
A
 & T ENTERPRISES, LIMITED

	
PARTNERSHIP

 3000 ATRIUM WAY

 SUITE 219

 MT LAUREL NJ 08054


	
6050
 WOODLAND AVE

 PHILADELPHIA PA 19142-3223

	
WOODLAND
 VILLAGE ASSOCIATES

	
QUAKER
 PARK

 1001 EAST HECTOR STREET SUITE 120

 CONSHOHOCKEN PA 19428


	
1258
 FULTON STREET

 BROOKLYN NY 11216

	
RAY
 DEPARTMENT STORE FULTON, INC.

	
633
 MARLBOROUGH ROAD

 BROOKLYN NY 11226


	
73

 MIAMI FL 33130

	
GREEN
 & BARR, INC.

	
C/O
 YVES BARROUKH, PRESIDENT

 4380 NORTH BAY ROAD

 MIAMI BEACH FL 33140


	
6711
 PACIFIC BLVD #6713

 HUNTINGTON PARK CA 90255-4109

	
6711
 PACIFIC, LLC

	
C/O
 JOHN SELBY

 1565 HOTEL CIRCLE SOUTH

 2ND FLOOR

 SAN DIEGO CA 92108













	
 

	
 

	
 


	
2718
 WEST IMPERIAL HWY

 INGLEWOOD CA 90303

	
UPSIDE
 CIP, LP

	
UPSIDE
 MANAGEMENT CO, INC.

 23875 VENTURA BLVD. SUITE 101

 CALABASAS CA 91302


	
2441
 ARAMINGO AVE

 PHILADELPHIA PA 19125

	
PORT
 RICHMOND L.L.C. 1

	
C/O
 BRENTWAY MANAGEMENT, LLC

 44 SOUTH BAYLES AVENUE SUITE 304

 PORT WASHINGTON NY 11050


	
2052
 CAMPBELLTON ROAD

 ATLANTA GA 30311

	
CPSC,
 LLC

	
C/O
 LINDENBERG REALTY

 1048 NORTHSIDE DR NW SUITE 130

 ATLANTA GA 30318 


	
1586
 WESTCHESTER AVE

 BRONX NY 10472

	
STRATFORD
 ROCHESTER REALTY LLC

	
FELDCO
 BLDG, SUITE 201

 1029 EAST 163RD STREET

 BRONX NY 10459


	
2166
 WHITE PLAINS RD

 BRONX NY 10462

	
WPR
 2166 LLC

	
317
 MADISON AVENUE

 SUITE 1720

 NEW YORK NY 10017


	
2301
 NORTH 29TH STREET

 SUITE 240/250/260

 PHILADELPHIA PA 19132

	
STRAWBERRY
 SQUARE SHOPPING

	
CENTER,
 LLC

 C/O ROBERT GASSEL CO., INC

 P.O. BOX 174

 WYNNEWOOD PA 19096-0174


	
1565-1567
 FLATBUSH AVE

 BROOKLYN NY 11210

	
FALSONS
 REALTY CORP.

	
PO
 BOX 100845

 BROOKLYN NY 11210-0845


	
532
 FIFTH AVENUE

 BROOKLYN NY 11215

	
CMJ
 ASSOCIATES, LLC

	
C/O
 JAY S. HABERMAN, ESQ.

 150 BROADWAY, SUTE 2206

 NEW YORK NY 10038


	
14300A
 EUCLID AVE

 EAST CLEVELAND OH 44112-3402

	
EUCLID
 BEERSFORD CORNER LLC

	
2910
 HAMPSHIRE ROAD

 CLEVELAND OH 44118


	
3584
 MAYFIELD ROAD

 CLEVELAND HEIGHTS OH 44118

	
SEVERANCE
 SPE LEASECO, LLC

	
C/O
 SYNDICATED EQUITIES

 350 N. LASALLE STREET SUITE 800

 CHICAGO IL 60610


	
4721
 SOUTH KEDZIE

 CHICAGO IL 60632

	
666
 VENTURE

	
C/O
 THE TAXMAN CORPORATION

 1146 WESTGATE STREET SUITE #215

 OAK PARK IL 60301


	
779
 DUDLEY STREET

 BOSTON MA 02125-2218

	
VALHALLA,
 INC.

	
584
 COLUMBIA ROAD

 DORCHESTER MA 02125


	
1033
 SPRINGFIELD AVE

 IRVINGTON NJ 07111-2408

	
IRVINGTON
 1033-1039 LLC

	
JENEL
 MANAGEMENT CORP.

 275 MADISON AVENUE

 NEW YORK NY 10016


	
655
 WEST ILLINOIS SUITE 235

 DALLAS TX 75224

	
CA
 NEW PLAN FIXED RATE PARTNERSHIP, L.P.

	
420
 LEXINGTON AVENUE

 SEVENTH FLOOR

 NEW YORK NY 10170


	
990
 GULFGATE CENTER MALL

 HOUSTON TX 77087-3028

	
HOUSTON
 GULFGATE PARTNERS, L.P

	
C/O
 WULFE & CO.

 12 GREENWAY PLAZA SUITE 1500

 HOUSTON TX 77046


	
511
 EAST BELT BLVD

 RICHMOND VA 23224

	
CIRCLE
 REALTY LLC

	
2220
 NORTH MERIDIAN STREET

 INDIANAPOLIS IN 46208-5728


	
65TH
 INFANTRY AVENUE

 KM.6.1:SAN ANTON WARD

 CAROLINA PR 00979

	
DDR
 ESCORIAL LLC SE

	
DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 ATTN: EXECUTIVE VICE PRESIDENT- LEASING

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
3965
 WHITE PLAINS RD SUITE 63

 BRONX NY 10466-3027

	
WHITE
 PLAINS ROAD REALTY LLC

	
C/O
 JEM REALTY

 1430 BROADWAY SUITE 1103

 NEW YORK NY 10018













	
 

	
 

	
 


	
3708
 BERGENLINE AVENUE

 UNION CITY NJ 07087

	
3708-10
 BERGENLINE AVENUE, LLC

	
2247
 EAST 66TH STREET

 BROOKLYN NY 11234


	
52
 SOUTH FOURTH AVENUE

 MT. VERNON NY 105503105

	
SOUTH
 FOURTH HOLDINGS, LLC

	
C/O
 JOHN BUDIS

 23-17 26TH STREET

 ASTORIA NY 11105


	
1410
 MORELAND AVE SE

 ATLANTA GA 30316-3207

	
MORELAND
 SHOPPING CENTER, LLC

	
C/O
 MIMMS ENTERPRISES, INC.

 780 OLD ROSWELL PLACE SUITE# 100 

 ROSWELL GA 30076


	
560
 BROADWAY

 BAYONNE NJ 070023825

	
BEST
 MANAGEMENT (N.Y.), INC.

	
15
 CENTER DRIVE

 ROSLYN NY 11576


	
5452
 WHITTIER BLVD

 COMMERCE CA 900224113

	
HARVEY
 CAPITAL CORP

	
AGENT
 FOR CIRCLE TRUST

 2333 COTNER AVENUE

 LOS ANGELES CA 90064


	
2420
 STATE STREET

 EAST ST. LOUIS IL 62205-2321

	
STATE
 STREET SHOPPING CENTER, LLC

	
PRIORITY
 PROPERTIES

 1045 S. WOODS MILL ROAD, STE 1

 TOWN & COUNTRY MO 63017


	
142
 SMITH STREET

 PERTH AMBOY NJ 088614312

	
DOMINICK
 SCALI AND

	
ANGELA
 SCALI

 23-01 80TH STREET 

 BROOKLYN NY 11214


	
2640
 METROPOLITAN PKWY SW

 ATLANTA GA 30315-7902

	
TUMLIN
 ENTERPRISES, INC.

	
P.O.
 BOX 508

 GRAYSON GA 30017


	
680
 MAIN AVENUE

 PASSAIC NJ 07055-5115

	
ESTATE
 OF HERBERT FLAUM

	
C/O
 SPIROS BACKOS

 WLB MASTER LEASE LLC

 777 TERRACE AVENUE

 HASBROUCK HEIGHTS NJ 07604


	
142
 EAST COMPTON BLVD

 COMPTON

 CA

 90221

	
WATT
 MANAGEMENT COMPANY

	
COMPTON
 COMMERCIAL REDEVELOPMENT COMPANY

 2716 OCEAN PARK BLVD,

 SUITE 3040

 SANTA MONICA CA 90405


	
7
 XAVIER DRIVE

 YONKERS NY 10704

	
BROOKS
 SHOPPING CENTER LLC

	
MACERICH
 COMPANY

 401 WILSHIRE BLVD, SUITE# 700

 SANTA MONICA CA 90401


	
SPACE
 623

 NEW YORK NY 10033

	
ROSEWOOD
 HOLDING LLC

	
617-625
 W181ST STREET

 NEW YORK NY 10013


	
SPACE
 623

 NEW YORK NY 10033

	
ROSEWOOD
 HOLDING LLC

	
617-625
 W 181ST STREET

 NEW YORK NY 10013


	
440
 FULTON STREET

 BROOKLYN NY 112015214

	
ALLIED
 PROPERTY GROUP LLC

	
60
 E 42ND ST, STE 1834

 NEW YORK NY 10165


	
2
 RENAISSANCE PLAZA

 ATLANTIC CITY NJ 084017020

	
RENAISSANCE
 SHOPPING CENTER, LLC

	
C/O
 AAC MGMT CORP.

 433 5TH AVENUE, SUITE 400

 NEW YORK NY 10016


	
3651
 PAGE BLVD

 ST. LOUIS MO 63113

	
MLK
 PLAZA LP

	
COMMPROS,
 INC.

 1401 QUAIL STREET, SUITE# 105

 NEWPORT BEACH CA 92660


	
1632
 LANSING STREET

 DETROIT MI 48209-2290

	
VERNOR
 HOLDINGS LLC

	
2137
 ALDWIN STREET

 WEST BLOOMFIELD MI 48324


	
3194
 SOUTH UNIVERSITY DR

 MIRAMAR FL 33025-3005

	
ABEL
 HOMES AT KEYS WINDS, LLC.

	
13831
 SOUTH WEST 59TH STREET, SUITE # 201

 MIAMI FL 33183


	
655
 STATE ROUTE 318

 SUITE 65B

 WATERLOO NY 13165-5617

	
WATERLOO
 PREMIUM OUTLETS, LLC

	
C/O
 CHELSEA PROPERTY GROUP, INC

 105 EISHENHOWER PARKWAY

 ATTN:DIR.OF LEASE ADMIN/GENERA

 ROSELAND NJ 07068













	
 

	
 

	
 


	
967
 NORTH HOMESTEAD BLVD

 HOMESTEAD FL 33030-5026

	
KIMCO
 DELAWARE, INC.

	
3333
 NEW HYDE PARK ROAD, SUITE 100

 P.O. BOX 5020

 NEW HYDE PARK NY 11042-0020


	
3929
 VICTORY BLVD

 SPACE C & D

 PORTSMOUTH VA 23701

	
VICTORY
 ASSOCIATES, L.L.P.

	
C/O
 NAI HARVEY LINDSAY

 999 WATERSIDE DRIVE, SUITE 1400

 NORFOLK VA 23510-3300


	
5246
 MEMORIAL DRIVE

 SUITE 1102

 STONE MOUNTAIN GA 30083

	
STONE
 MOUNTAIN ACQUISITION I, LLC

	
PO
 BOX 803

 FRANKLIN LAKES NJ 07417


	
3549
 BROADWAY

 NEW YORK NY 100313203

	
2502
 8TH AVENUE CORP.

	
BRILL
 APT 31 E

 26910 GRAND CENTRAL PARKWAY

 FLORAL PARK NY 11005-1031


	
961
 EAST 174TH STREET

 SPACE B140

 BRONX NY 10460-5237

	
CROSS
 BRONX PLAZA LLC

	
AAC
 MANAGEMENT CORP

 433 5TH AVENUE SUITE# 200

 NEW YORK NY 10016


	
930
 WEST SUNRISE BLVD

 FORT LAUDERDALE FL 33311-7131

	
H.R.M.C.
 INVESTMENTS, INC.

	
P.O.
 BOX 170155

 HIALEAH FL 33017


	
6010
 GLENWAY AVENUE

 CINCINNATI OH 452116318

	
CENTRO
 NP RESIDUAL POOL 1 SPE, LLC

	
CO
 CENTRO PROPERTIES GROUP

 420 LEXINGTON AVENUE, 7TH FLOOR

 NEW YORK, NY 10170


	
3470
 CLEVELAND AVENUE

 COLUMBUS OH 43224-2907

	
AMOS
 S/C COMPANY, INC.

	
C/O
 WILLIAM R.ROTH & ASSOC

 395 LIBERTY PARK COURT

 COLUMBUS OH 43215


	
2220
 31ST STREET

 ASTORIA NY 11105-2714

	
DITMARS
 31ST STREET ASSOCIATES LLC

	
C/O
 JENEL MANAGEMENT

 275 MADISON AVENUE, SUITE 702

 NEW YORK NY 10016


	
4013
 MAIN STREET

 FLUSHING NY 11354-5518

	
40-13
 MAIN STREET, LLC

	
C/O
 WHARTON REALTY

 500 FIFTH AVENUE

 54TH FLOOR

 NEW YORK NY 10110


	
1727
 SOUTH BRADDOCK ROAD

 PITTSBURGH PA 15218-1865

	
EDGEWOOD
 STATION LLC

	
PHILLIPS
 EDISON & COMPANY

 11690 GROOMS ROAD

 CINCINNATI OH 45242


	
1430
 BROADWAY

 OAKLAND CA 94612-2004

	
S.K.Y.
 MANAGEMENT, LLC

	
LCB
 ASSOCIATES TRUST

 10474 SANTA MONICA BLVD, SUITE 200

 LOS ANGELES CA 90025


	
SPACE
 B4

 CHICAGO IL 60636-3940

	
DCR
 MANAGEMENT LLC

	
ATTN:
 SUHAIL FAKHOURI

 609 ROSDALE ROAD

 ROSELLE IL 60172


	
4036
 W ROOSEVELT ROAD

 CHICAGO IL 60624-3937

	
JAZZ
 PROPERTY MANAGEMENT LLC

	
C/O
 PROPERTY SOLUTIONS GROUP,

 L.L.C. - 205 N. MICHIGAN AVE SUITE 1615

 CHICAGO IL 60601


	
5430
 NORTH TRYON STREET

 SPACE 7

 CHARLOTTE NC 28213

	
NRG
 HAMPSHIRE HILLS, LLC

	
ATTN:
 JAMES P. SHARPLES

 5401A SOUTH BLVD. SUITE 175

 CHARLOTTE NC 28217


	
2318
 NORTH FRONT ST

 PHILADELPHIA PA 19133-3716

	
2318
 NORTH FRONT ST, LLC

	
C/O
 WHARTON REALTY

 500 FIFTH AVENUE, 54TH FLOOR

 NEW YORK NY 10110


	
1510
 CHESTNUT STREET

 PHILADELPHIA PA 19102-2718

	
1510
 ASSOCIATES, L.P.

	
CARL
 GRAF, CFO

 30 SOUTH 15TH STREET SUITE 1000

 PHILADELPHIA PA 19102













	
 

	
 

	
 


	
1159
 LIBERTY AVENUE

 BROOKLYN NY 11208-3331

	
MENCO
 LLC

	
C/O
 FRANCMEN REALTY

 688 AVENUE OF THE AMERICAS

 NEW YORK NY 10010


	
1135
 W MITCHELL ST

 MILWAUKEE WI 53204-3328

	
TERRA
 COTTA PARTNERSHIP

	
3312
 A N. SUMMIT AVENUE

 MILWAUKEE WI 53211-2929


	
806
 EAST LAKE STREET

 MINNEAPOLIS MN 55407-1510

	
CHICAGO-LAKE,
 LLC

	
7133
 WASHINGTON AVENUE SOUTH

 MINNEAPOLIS MN 55439


	
524
 CENTRAL AVENUE

 EAST ORANGE NJ 07018-1923

	
BRUCELL
 CORPORATION

	
15
 WESTGATE ROAD

 LIVINGSTON NJ 07039


	
2942
 WEST DAVISON PLAZA

 DETROIT MI 48238-3338

	
LASALLE
 BANK MIDWEST N.A.

	
SANDERS
 MANAGEMENT GROUP

 2051 ROSA PARKS BLVD. SUITE 2A

 DETROIT MI 48126


	
6430
 SACKETT STREET

 PHILADELPHIA PA 19149-3139

	
MACQUARIE
 COUNTRY WIDE-REGENCY II LLC

	
REGENCY
 CENTERS CORP.

 ATTN: LEASE ADMINISTARATION

 ONE INDEPENDENT DRIVE, SUITE 114

 JACKSONVILLE FL 32202-5019


	
2172
 MISSION STREET

 SAN FRANCISCO CA 94110-1247

	
JONATHAN
 TOURZAN

	
1367
 GRANT AVE. STE 5

 SAN FRANCISCO CA 94133


	
1240
 SOUTH HALSTEAD ST

 CHICAGO IL 60607-5026

	
THE
 BOARD OF TRUSTEES OF THE UNIVERSITY OF ILLINOIS

	
325
 HENRY ADMINISTRATION BUILDING

 506 SOUTH WRIGHT (MC 350)

 URBANA IL 61801


	
585B
 WEST 49TH STREET SUITE B

 HIALEAH FL 33012-3646

	
PALM
 SPRINGS MILE ASSOCIATES,

	
LTD,
 AP FLORIDA LLC, AND

 FP FLORIDA LLC

 419 WEST 49TH STREET, STE 300

 HIALEAH FL 33012


	
2308C
 WEST OREGON AVENUE

 PHILADELPHIA PA 19145-4122

	
FC
 QUARTERMASTER ASSOCIATES, L.P.

	
FOREST
 CITY RATNER COMPANIES

 1 METRO TECH CENTER NORTH

 BROOKLYN NY 11201


	
3453
 UNION BLVD

 ST. LOUIS MO 63115-1142

	
MCW-RD
 CITY PLAZA, LLC

	
C/O
 THE DESCO GROUP, INC.

 ONE INDEPENDENT DRIVE, SUITE 114

 JACKSONVILLE FL 32202-5019


	
4151
 LINDELL BLVD

 ST. LOUIS MO 63108-2913

	
LINDELL
 MARKET PLACE L.P.

	
C/O
 THF REALTY, INC.

 2127 INNERBELT BUSINESS CENTER

 DRIVE, SUITE 200

 ST. LOUIS MO 63114


	
601
 NW 62ND ST

 MIAMI FL 33150-4329

	
PENINSULA
 EDISON PLAZA, LLC

	
ATTN:
 OTIS PITTS JR.

 6269 N.W. 7TH AVENUE, SUITE 201

 MIAMI FL 33150


	
SPACE
 316

 RICHMOND VA 23219-1738

	
312
 EAST BROAD ST., LP

	
1718
 EAST CARY STREET

 RICHMOND VA 23219


	
58
 WEST 14TH STREET

 NEW YORK NY 10011-7500

	
1314
 DEVELOPMENT LLC

	
161
 CHRYSTIE STREET

 NEW YORK NY 10003


	
2317
 ROUTE 22 WEST

 UNION NJ 07083-8592

	
ALEXANDER
 CARPET CO. INC.

	
P.O.
 BOX 114

 HYDE PARK NY 12538


	
3743-45
 E BROAD ST

 COLUMBUS OH 43213-1127

	
THE
 ESTATE OF GOLDIE D. RUBEN

	
DBA
 BROAD REALTY C/O PLAZA PROPERTIES, INC.

 3016 MARYLAND AVENUE

 COLUMBUS OH 43209


	
17768
 NW 57TH AVENUE

 HIALEAH FL 33015-5118

	
FRONTIER
 DEVELOPMENT - HIALEAH, LLC

	
GENEVA
 MANAGEMENT, LLC

 2627 N.E. 203RD STREET, SUITE 216

 MIAMI FL 33180













	
 

	
 

	
 


	
439
 86TH STREET

 BROOKLYN NY 112094707

	
429-441
 86TH STREET LLC

	
WHARTON
 REALTY

 500 FIFTH AVENUE

 54TH FLOOR

 NEW YORK NY 10110


	
STATE
 ROAD #14 KM.6.2

 SPACE 115

 COTOLAUREL PR 00780

	
PSI
 REALTY, LLC

	
EL
 MONTE TOWN CENTER

 SUITE 201

 1498 AVE ROOSEVELT CORNER OF PARK SIDE NO. 1

 GUAYNABO PR 00968


	
929
 MCDUFF AVE S

 SPACE 246

 JACKSONVILLE FL 32205-5730

	
MCDUFF
 III LLC

	
4101
 SW 103 AVE

 DAVIE FL 33328


	
3105
 PERKINS ROAD

 MEMPHIS TN 38118

	
PARKWAY
 FOX, LP

	
PVF
 MGMT, LLC., GENERAL PARTNER

 710 N. POST OAK ROAD, SUITE 200

 HOUSTON TX 77024


	
4303
 EAST 50TH TERRACE

 KANSAS CITY MO 64130-2853

	
SWOPE
 COMMUNITY BUILDERS

	
C/O
 NAI CAPITAL REALTY

 7500 COLLEGE BOULEVARD

 SUITE # 920

 OVERLAND PARK KS 66210


	
3741
 OAKWOOD BLVD

 HOLLYWOOD FL 330207112

	
OAKWOOD
 PLAZA LIMITED PARTNERSHIP

	
KIMCO
 REALTY CORPORATION

 3333 NEW HYDE PARK ROAD

 SUITE 100

 NEW HYDE PARK NY 11042-0020


	
34
 EAST 14TH STREET

 NEW YORK NY 10003-3109

	
URBAN
 ON THE SQUARE, LLC

	
C/O
 JULIEN J. STUDLEY, INC.

 505 PARK AVENUE SUITE 301

 NEW YORK NY 10022


	
8023
 G W FLORISSANT AVE

 JENNINGS MO 63136

	
SANSONE
 PLAZA ON THE BOULEVARD, LLC

	
ATTN:
 TIMOTHY G. SANSONE

 120 S. CENTRAL AVENUE SUITE 100

 CLAYTON MO 63105


	
15015
 EAST 8 MILE ROAD

 EASTPOINTE MI 48021-2862

	
RAP
 HEART, LLC

	
ATTENTION:
 NORMAN RAPPAPORT

 940 THIRD AVENUE

 NEW YORK NY 10022


	
19833
 NW 2ND AVENUE

 MIAMI GARDENS FL 33169

	
KAE’S
 CORNER, LLP

	
DBA
 SHOPPES AT IVES DAIRY

 9655 SOUTH DIXIE HIGHWAY, SUITE 200

 MIAMI FL 33156


	
227
 WASHINGTON STREET

 HOBOKEN NJ 070304746

	
H.G.B.
 MORTGAGE CO., INC.

	
ALBERT
 BUZZETTI, ESQ.

 540 SYLVAN AVENUE

 ENGLEWOOD CLIFFS NJ 07632


	
969
 ANN STREET

 MONTGOMERY AL 36107-2901

	
MIDTOWN
 PLAZA, LLC

	
3140
 ZELDA ROAD

 MONTGOMERY AL 36106


	
1600
 NORTH BROAD STREET

 PHILADELPHIA PA 19121-3405

	
1600
 BROAD ASSOCIATES LP

	
969
 NORTH 2ND STREET

 PHILADELPHIA PA 19123


	
389
 KNICKERBOCKER AVE

 BROOKLYN NY 112374101

	
389
 KNICKERBOCKER AVENUE, LLC

	
C/O
 WHARTON REALTY

 500 FIFTH AVENUE 54TH FLOOR

 NEW YORK NY 10110


	
3200
 S LANCASTER RD SUITE 170

 DALLAS TX 75216-8802

	
DONALDSON
 PROPERTIES, LTD.

	
C/O
 SPIGEL PROPERTIES

 40 NE LOOP 410, SUITE 102

 SAN ANTONIO TX 78216


	
8016
 W BROWN DEER RD

 MILWAUKEE WI 53223

	
TDC
 MILWAUKEE, LLC

	
TUCKER
 DEVELOPMENT CORP

 799 CENTRAL AVENUE, SUITE 300

 HIGHLAND PARK IL 60035













	
 

	
 

	
 


	
SUITE
 #2

 ST. THOMAS VI 00804

	
LEROY
 V. SMITH, JOHN F. SMITH AND HUGH M. SMITH

	
LEROY
 SMITH

 PO BOX 504

 # 33 DRONNINGENS GADE

 ST. THOMAS VI 00804


	
12772
 RIVERDALE BLVD NW

 COON RAPIDS MN 55448-1259

	
DDR
 MDT RIVERDALE VILLAGE INNER RING, LLC

	
DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 EXECUTIVE VICE PRESIDENT- LEASING

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
3434
 W ILLINOIS AVE

 BLDG 2

 DALLAS TX 75211-8722

	
SWC
 WESTMORELAND SC, LTD.

	
VISTA
 PROPERTY COMPANY

 8750 N. CENTRAL EXPRESSWAY, SUITE 625

 DALLAS TX 75231


	
9310
 E RL THORTON FREEWAY

 DALLAS TX 75228

	
BUCKNER
 COMMONS, LTD

	
ATTN:
 PAUL BLACKBURN

 8100 BROADWAY, SUITE 100

 SAN ANTONIO TX 78209


	
5610
 LANCASTER AVE

 SUITE 800

 PHILADELPHIA PA 19131-3400

	
5610
 ASSOCIATES LLC

	
DAVID
 GROVERMAN

 5610 LANCASTER AVENUE

 PHILADELPHIA PA 19131


	
35
 ACKERMAN AVENUE

 CLIFTON NJ 07011-1501

	
CLIFPASS
 DEVELOPMENT INC.

	
SEVEN
 PENN PLAZA

 370 SEVENTH AVE., SUITE 1700

 NEW YORK NY 10001-3903


	
350
 EAST 4TH AVENUE

 HIALEAH FL 33010

	
ARENAL
 BUILDING ENTERPRISE INC

	
7785
 NORTH WEST 146TH STREET

 MIAMI LAKES FL 33016


	
CARR.
 ESTATAL #3KILO 14.7

 BARRIO CANOVANILLAS

 CAROLINA PR 00983

	
KIM-SAM
 PR RETAIL, LLC

	
KIMCO
 REALTY CORPORATION

 3333 NEW HYDE PARK RD.

 NEW HYDE PARK NY 11042-0020


	
1076
 SW 67TH AVENUE

 MIAMI FL 33144

	
METROPOLITAN
 LIFE INSURANCE COMPANY

	
URBAN
 RETAIL PROPERTIES CO.

 925 SOUTH FEDERAL HIGHWAY, SUITE 225

 BOCA RATON FL 33432


	
631
 E SAN YSIDRO BLVD

 SUITE A & B

 SAN YSIDRO CA 92173

	
EL
 TOREADOR PROPERTIES GROUP, L.P.

	
CEDAR
 REALTY GROUP

 530 B STREET, SUITE 1530

 SAN DIEGO CA 92101


	
342
 WEST SAN YSIDRO BLVD

 SUITES A, B & C

 SAN YSIDRO CA 92173

	
BORDER
 PROPERTIES, LTD

	
CAPITAL
 GROWTH PROPERTIES

 1120 SILVERADO STREET

 LA JOLLA CA 92037


	
4700J
 WEST PICO

 LOS ANGELES CA 900194238

	
CIM/PICO
 LP

	
KRISTIN
 CAMPOS

 6922 HOLLYWOOD BLVD, SUITE# 900

 LOS ANGELES CA 90028


	
1345
 SOUTH STATE ROAD 7

 NORTH LAUDERDALE FL 33068

	
CH
 REALTY III/CYPRESS LP

	
KIMCO
 REALTY CORPORATION/FLORIDA REGION

 3333 NEW HYDE PARK ROAD, SUITE# 100

 NEW HYDE PARK NY 11042


	
3301-09
 CENTRAL AVENUE

 ST. PETERSBURG FL 33713

	
CENTRAL
 PLAZA CRP LLC

	
C/O
 RAM REALTY SERVICES

 4801 PGA BOULEVARD

 PALM BEACH GARDENS FL 33418


	
9177
 TELEGRAPH ROAD

 REDFORD MI 48239

	
CENTRO
 BRADLEY SPE3 LLC

	
CENTRO
 SATURN LLC

 580 WEST GERMANTOWN PIKE, SUITE# 200

 PLYMOUTH MEETING PA 19462


	
910
 WEST BROADWAY

 MINNEAPOLIS MN 55411

	
HAWTHORNE
 CROSSING, LP

	
SHERMAN
 ASSOCIATES

 1525 SOUTH FOURTH STREET, SUITE 201

 MINNEAPOLIS MN 55454


	
1060
 BRENTWOOD RD NE

 SPACE B-5

 WASHINGTON DC 20018-1000

	
BRENTWOOD
 RI LLC

	
300
 EAST LONG LAKE ROAD, SUITE 200

 BLOOMFIELD HILLS MI 48304-2376













	
 

	
 

	
 


	
6631
 TAFT STREET #6633

 HOLLYWOOD FL 33024-4010

	
HART
 CENTERS VIII, LTD

	
NOBLE
 MANAGEMENT

 5821 LAKE WORTH ROAD

 GREENACRES FL 33463


	
1000
 BONITA LAKES CIRCLE

 MERIDIAN MS 39301

	
BONITA
 LAKES MALL L.P.

	
C/O
 CBL & ASSOCIATES MGMT INC

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
4715
 SOUTH ASHLAND AVE

 CHICAGO IL 60609-4232

	
TAE
 HWAN KIM, AGENT

	
P.O.
 BOX 59004

 CHICAGO IL 60659


	
8651
 S COTTAGE GROVE

 CHICAGO IL 60619

	
UNITED
 USA LLC

	
1005
 E. SIBLEY BLVD.

 DOLTON IL 60419


	
750
 EAGLE RIDGE DRIVE

 LAKE WALES FL 33853

	
EAGLE
 RIDGE MALL, L.P.

	
C/O
 GENERAL GROWTH MGMT, INC.

 100 NORTH WACKER DRIVE

 ATTN: LEASE ADMINISTRATION

 CHICAGO IL 60606


	
3200
 NORTH NAGLEE ROAD

 SPACE 280

 TRACY CA 95304-7331

	
TRACY
 MALL PARTNERS, LP

	
C/O
 GENERAL GROWTH MGMT. CALI.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2335
 COTTMAN AVENUE

 PHILADELPHIA PA 19149

	
NEW
 PLAN REALTY TRUST, LLC

	
C/O
 CENTRO PROPERTIES GROUP

 420 LEXINGTON AVENUE

 SEVENTH FLOOR

 NEW YORK NY 10170


	
11200
 LAKELINE MALL DRIVE

 SUITE C-17

 CEDAR PARK TX 78613-1503

	
LAKELINE
 DEVELOPERS

	
C/O
 M.S. MANAGEMENT ASSOC, INC.

 ONE MERCHANTS PLAZA

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7900
 NW 27TH AVENUE

 SPACE 11-A

 MIAMI FL 33147

	
7900
 N.W. AVENUE, LLC

	
C/O
 CB RICHARD ELLIS, INC.

 149 W. PLAZA, SUITE 234

 MIAMI FL 33147


	
2929
 TURNER HILL ROAD

 SPACE 1740

 LITHONIA GA 30038

	
STONECREST
 MALL SPE, LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE - SUITE 1360

 CLEVELAND OH 44113-2267


	
2929
 TURNER HILL ROAD

 SPACE 1740

 LITHONIA GA 30038

	
THE
 MALL AT STONECREST, LLC

	
FOREST
 CITY COMMERCIAL MANAGEMENT INC.

 2929 TURNER HILL ROAD

 LITHONIA GA 30038


	
709
 BROOKWOOD VILLAGE

 BIRMINGHAM AL 35209

	
COLONIAL
 REALTY LP C/O

	
COLONIAL
 PROPERTIES SERV. LP

 P.O. BOX 11687

 BIRMINGHAM AL 35202-1687


	
1329
 3RD ST PROMENAD

 SANTA MONICA CA 90401-1309

	
LAW
 OFFICES OF GARY FREEDMAN

	
C/O
 GARY FREEDMAN

 1149 3RD STREET, SUITE 200

 SANTA MONICA CA 90403


	
6121
 WEST PARK BLVD, SUITE C-106

 PLANO TX 75093

	
WILLOW
 BEND ASSOCIATES LIMITED PARTNERSHIP

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48304


	
10300
 W FOREST HILL BLVD

 SPACE 145

 WELLINGTON FL 33414

	
TJ
 PALM BEACH ASSOCIATES LP

	
200
 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48303


	
16535
 SOUTHWEST FREEWAY

 SPACE 760

 SUGAR LAND TX 77479

	
FIRST
 COLONY MALL

	
C/O
 FIRST COLONY MALL, LLC

 ATTN: LAW/LEASE ADMINISTRATION DEPARTMENT

 110 N. WACKER DRIVE 

 CHICAGO IL 60606


	
1088
 W MARINE CORPS DRIVE, SUITE 158

 DEDEDO GU 969295547

	
GOODWIND
 DEVELOPMENT CORP.

	
MICRONESIA
 MALL, SUITE 214

 1088 W. MARINE DRIVE

 DEDEDO GU 96912













	
 

	
 

	
 


	
CARR.
 3 KM. 78.10

 BO.RIO ABAJO LOCAL C-104

 HUMACAO PR 00791

	
DDR
 PALMA REAL LLC SE

	
DDR
 PR VENUTRES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122 


	
9401
 WEST COLONIAL DRIVE

 SPACE 208

 OCOEE FL 34761

	
WEST
 OAKS MALL

	
C/O
 WEST OAKS MALL TRUST

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
2201
 NORTH FEDERAL HWY

 SUITE 103

 POMPANO BEACH

 FL

 33062

	
FAISON-POMPANO
 CITI CENTRE, LLC

	
ATTN:
 RETAIL LEASING

 121 WEST TRADE STREET

 27TH FLOOR

 CHARLOTTE NC 28202-5399


	
2800
 WEST BIG BEAVER RD

 TROY MI 48084

	
SOMERSET
 COLLECTION L.P. C/O

	
FRANKEL/FORBES-COHEN
 PROPERTIE

 100 GALLERIA OFFICENTRE, SUITE 427

 SOUTHFIELD MI 48037


	
8405
 PARK MEADOWS CTR DR

 SUITE 1029

 LITTLETON CO 80124

	
ROUSE-PARK
 MEADOWS, LLC

	
GENERAL
 GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
6401
 BLUEBONNET BLVD

 SUITE 2074

 BATON ROUGE LA 70836

	
MALL
 OF LOUISIANA

	
GGP-MALL
 OF LOUISIANA, LP

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN.

 CHICAGO IL 60606


	
100
 ROBINSON CENTER DRIVE

 SPACE 2770

 PITTSBURGH PA 15205

	
ROBINSON
 MALL-JCP ASSOCIATES,

	
LTD-
 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1160

 CLEVELAND OH 44113-2267


	
491
 N.E. 81ST STREET

 MIAMI FL 33138

	
GREEN
 EAST #2 LIMITED

	
C/O
 TERRANOVA CORPORATION

 801 ARTHUR GODFREY ROAD, SUITE 600

 MIAMI FL 33140


	
1934
 14TH STREET NW

 WASHINGTON DC 20009

	
ROBERT
 J BRANSON TRUSTEE FOR MADIGAN ASSOCIATES LP

	
BORGER
 MANAGEMENT, INC.

 1111 14TH STREET, NW, SUITE 200

 WASHINGTON DC 20005


	
2000
 COASTAL GRAND CIRCLE

 SUITE 242

 MYRTLE BEACH SC 29577

	
COASTAL
 GRAND, LLC

	
C/O
 CBL & ASSOCIATES MGT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421


	
6200
 20TH STREET

 SPACE 272

 VERO BEACH FL 32966

	
INDIAN
 RIVER MALL, LLC

	
M.S.
 MANAGEMENT ASSOCIATES, INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
620
 LOGAN VALLEY MALL

 ALTOONA PA 16602

	
PR
 LOGAN VALLEY LP.

	
C/C
 PREIT SERVICES, LLC.

 200 SOUTH BROAD ST 3RD FLOOR

 ATTN; GENERAL COUNSEL

 PHILADELPHIA PA 19102


	
10900
 NW 7TH AVENUE

 MIAMI FL 33168-2108

	
11010
 SEVENTH AVE. INVESTMENTS LLC

	
1177
 KANE CONCOURSE

 3RD FLOOR

 BAY HARBOR ISLANDS FL 33154


	
601
 DONALD LYNCH BLVD

 SPACE 113 NORTH, BOX 1113

 MARLBOROUGH MA 01752

	
MAYFLOWER
 SOLOMON POND, LLC

	
C/O
 SIMON PROPERTY GROUP, L.P.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3451
 JEROME AVE

 BRONX NY 10467-1049

	
3451
 JEROME ASSOCIATES

	
C/O
 COMJEM ASSOCIATES

 1270 AVENUE OF THE AMERICAS, 30TH FLOOR

 NEW YORK NY 10020













	
 

	
 

	
 


	
305
 WEST FM 1382, SUITE 506

 CEDAR HILL TX 75104

	
UPTOWN
 VILLAGE AT CEDAR HILL LP

	
ATTN:
 LEASING

 5710 LBJ FREEWAY SUITE 450

 DALLAS TX 7520-6399


	
MCKINLEY
 ST 2 EAST

 MAYAGUEZ PR 00680

	
MOISES
 ARCELAY & ANIBAL BEAUCHAMP

	
POST
 SUR NUM. 12

 MAYAQUEZ PR 00712


	
880
 NORTH MILITARY CIRCLE

 SPACE 1081

 NORFOLK VA 23502

	
THOR
 GALLERY AT MILITARY CIRCLE, LLC

	
THOR
 EQUITIES, LLC

 ATTN: LINO SOLIS

 25 WEST 39TH STREET 11TH FLOOR

 NEW YORK NY 10018


	
1906
 CALLE LOIZA

 SANTURCE PR 00911-1839

	
SUPERMAX
 INC

	
LOIZA
 STREET #1916

 SANTURCE PR 00911


	
1253
 N MILWAUKEE AVENUE

 CHICAGO IL 60622

	
WEST
 TOWN CENTER TWO LLC

	
JOSEPH
 FREED & ASSOC. LLC

 GATEWAY CENTER

 33 SOUTH STATE ST., STE 400

 CHICAGO IL 60603-2802


	
2912
 THIRD AVENUE

 BRONX NY 10455

	
2912
 THIRD AVE BRONX LLC

	
C/O
 ACHS MANGAEMENT CORP.

 1412 BROADWAY, 3RD FLOOR

 NEW YORK NY 10018


	
252
 SAN JUSTO STREET

 SAN JUAN PR 00901

	
MR.
 JOSE R. RIVERA ROSA

	
2004
 ABERDEEN STREET

 URB. COLLEGEVILLE

 GUAYNABO PR 00969-4725


	
PARCEL
 1-E

 ST. THOMAS VI 00801

	
H.E.
 LOCKHART MANAGEMENT, INC

	
ATTN:
 CHRISTINE O’KEEFE

 P.O. BOX 7020

 ST THOMAS VI 00801


	
20280
 WEST 7 MILE ROAD

 DETROIT MI 48219

	
SEVEN
 EVERGREEN PROPERTY, LLC

	
C/O
 FOX REALTY LLC

 2150-B FRANKLIN ROAD

 BLOOMFIELD HILLS MI 48302


	
162
 NORTH GARDEN

 BLOOMINGTON MN 55425-5517

	
MOAC
 MALL HOLDINGS LLC

	
60
 EAST BROADWAY

 BLOOMINGTON MN 55425-5550


	
40
 CATHERWOOD ROAD

 SPACE A-03

 ITHACA NY 14850

	
PYRAMID
 MALL OF ITHACA, LLC

	
40
 CATHERWOOD ROAD

 ITHACA NY 14850


	
1636
 PITKIN AVENUE

 BROOKLYN NY 11212-5051

	
PITROCK
 REALTY,CORP

	
C/O
 RAPPAPORT REAL ESTATE

 940 THIRD AVENUE

 NEW YORK NY 10022


	
14700
 EAST INDIANA AVE

 SPOKANE WA 99216

	
SPOKANE
 MALL L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES,

 INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3250
 GATEWAY BLVD, SUITE 120

 PRESCOTT AZ 86303

	
TWC
 II-PRESCOTT MALL, LLC

	
3250
 GATEWAY BOULEVARD

 PRESCOTT AZ 86303


	
17209
 NW 27TH AVE

 OPA LOCKA FL 33056

	
DOLPHIN
 PLAZA, LLP

	
C/O
 NAI MIAMI

 9655 SOUTH DIXIE HIGHWAY, SUITE 200

 MIAMI FL 33156


	
14108
 WOODWARD AVENUE

 HIGHLAND PARK MI 48203

	
MODEL
 T PLAZA ASSOCIATES LLC.

	
31800
 NORTHWESTERN HIGHWAY, SUITE# 350

 FARMINGTON HILLS MI 48334


	
14108
 WOODWARD AVENUE

 HIGHLAND PARK MI 48203

	
MODEL
 T PLAZA ASSOCIATES LLC.

	
31800
 NORTHWESTERN HIGHWAY, SUITE# 350

 FARMINGTON HILLS MI 48334


	
2730
 BRAGG BLVD

 FAYETTEVILLE NC 28303

	
EUTAW
 SHOPPING CENTER, INC.

	
223
 FAIRWAY DRIVE

 FAYETTEVILLE NC 28305


	
146
 DYCKMAN STREET

 NEW YORK NY 10040

	
DYCKMAN
 STREET REALTY LLC

	
C/O
 JEM REALTY

 1430 BROADWAY, SUITE 1103

 NEW YORK NY 10018














	
 

	
 

	
 


	
375
 WASHINGTON STREET

 BOSTON MA 02108-5220

	
RONALD
 M. DRUKER

	
TRUSTEE,
 WASHINGTON-BROMFIELD TRUST

 C/O THE DRUKER COMPANY, LTD.

 50 FEDERAL STREET, SUITE 1000

 BOSTON MA 02110


	
5900
 SUGARLOAF PARKWAY

 SPACE 505

 LAWRENCEVILLE GA 30043

	
SUGARLOAF
 MILLS, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
495
 UNION STREET

 BOX 200

 WATERBURY CT 06706

	
BRASS
 MILL CENTER

	
GGP-BRASS
 MILL, INC.

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
PLAZA
 DEL SOL MALL

 BAYAMON PR 00961

	
DDR
 DEL SOL LLC SE

	
DDR
 PR VENUTURES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
PLAZA
 DEL SOL MALL

 BAYAMON PR 00961

	
DDR
 DEL SOL LLC SE

	
DDR
 PR VENUTURES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
1465
 NW 40TH AVENUE

 SPACE 1465/69

 LAUDERHILL FL 33313

	
LM
 TIC I LLC, LM TIC II LLC, LM TIC III LLC, LM TIC IV LLC

	
LAUDER
 HILL MALL

 1645 SE 3RD COURT, SUITE# 200

 DEERFIELD BEACH FL 33441


	
2801
 MEMORIAL PKWY SOUTH

 SPACE 208

 HUNTSVILLE AL 358015672

	
PARKWAY
 PLACE LP

	
C/O
 CBL & ASSOC. MGMNT, INC.

 2030 HAMILTON PLACE BLVD

 SUITE 500

 CHATTANOOGA TN 37421-6000


	
1911-13
 3RD AVENUE

 NEW YORK NY 10029

	
THIRD
 AVENUE BRONX REALTY

	
ASSOCIATES

 110 WEST 34TH STREET, 9TH FLOOR

 NEW YORK NY 10001


	
1907
 SOUTH 3RD STREET

 MEMPHIS TN 38109

	
UNION
 REALTY COMPANY, LTD.

	
C/O
 BELZ ENTERPRISES

 530 OAK COURT DRIVE, SUITE 300

 MEMPHIS TN 38117


	
21100
 DULLES TOWN CIRCLE, SUITE 270 

 DULLES VA 20166-2441

	
DULLES
 TOWN CENTER MALL LLC

	
C/O
 LERNER CORPORATION

 2000 TOWER OAKS BLVD, 8TH FL

 ROCKVILLE MD 20852-4208


	
2482
 PALISADES CENTER DR

 WEST NYACK NY 10994

	
EKLECCO
 NEWCO, LLC

	
C/O
 PYRAMID MANAGEMENT GROUP INC.

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
2482
 PALISADES CENTER DR

 WEST NYACK NY 10994

	
EKLECCO
 NEWCO, LLC

	
C/O
 PYRAMID MANAGEMENT GROUP INC.

 THE CLINTON EXCHANGE

 5 CLINTON SQUARE

 SYRACUSE NY 13202-1079


	
2482
 PALISADES CENTER DR

 WEST NYACK NY 10994

	
EKLECCO
 NEWCO, LLC

	
C/O
 PYRAMID MANAGEMENT GROUP INC.

 THE CLINTON EXCHANGE

 6 CLINTON SQUARE

 SYRACUSE NY 13202-1080


	
1445
 OVIEDO MARKETPLC BLV

 OVIEDO FL 32765

	
ROUSE
 ORLANDO, LLC

	
GENERAL
 GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
50
 PROVIDENCE PLACE

 PROVIDENCE RI 02903

	
ROUSE
 PROVIDENCE LLC

	
PROVIDENCE
 PLACE

 LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DR.

 CHICAGO IL 60606













	
 

	
 

	
 


	
50
 PROVIDENCE PLACE

 PROVIDENCE RI 02903

	
ROUSE
 PROVIDENCE LLC

	
PROVIDENCE
 PLACE

 LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
4629
 W CERMAK RD

 CICERO IL 608042509

	
LASALLE
 NATIONAL BANK

	
135
 SOUTH LASALLE STREET

 CHICAGO IL 60603


	
300
 MONTICELLO AVENUE

 SPACE 107

 NORFOLK VA 23510

	
MACARTHUR
 SHOPPING CENTER LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD,

 SUITE 300; P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
700
 QUNITARD DRIVE

 SPACE 65

 OXFORD AL 36203

	
QUINTARD
 MALL, LTD.

	
C/O
 GRC MANAGEMENT LLC

 200 GREEN SPRINGS HGWY

 BIRMINGHAM AL 35209-4906


	
3663
 LAS VEGAS BLVD SOUTH, SUITE 295

 LAS VEGAS NV 89109-1909

	
BOULEVARD
 INVEST, LLC

	
MIRACLE
 MILE SHOPS MGMT OFFICE

 3663 LAS VEGAS BOULEVARD SOUTH SUITE 900

 LAS VEGAS NV 89109-1969


	
4502
 SOUTH STEELE STREET,SUITE 482A

 TACOMA WA 98409-7242

	
TACOMA
 MALL PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4502
 SOUTH STEELE STREET, SUITE 482A

 TACOMA WA 98409-7242

	
TACOMA
 MALL PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3199
 WHITE SANDS BLVD

 ALAMOGORDO NM 88310

	
WHITE
 SANDS MALL, LLC

	
C/O
 INVERNESS, LLC

 P.O. BOX 16688

 PHOENIX AZ 85011-6688


	
1200
 TOWNE CENTER BLVD

 SPACE 1040

 PROVO UT 84601

	
PROVO
 MALL L.L.C.

	
C/O
 GENERAL GROWTH LP

 110 NORTH WACKER DRIVE

 LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
6801
 NORTHLAKE MALL DR

 SPACE 119A

 CHARLOTTE NC 282160716

	
TRG
 CHARLOTTE LLC

	
NORTHLAKE
 MALL

 200 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
829
 RALPH DAVID ABERNATHY

 BLVD SW

 ATLANTA GA 30310-1807

	
HT
 WEST END, LLC

	
THE
 SHOPPING CENTER GROUP LLC

 2021 MONROE DRIVE, NE

 ATLANTA GA 30324


	
9674
 CAROUSEL CENTER

 PO BOX 9674

 SYRACUSE NY 132909621

	
CAROUSEL
 CENTER COMPANY, L.P.

	
C/O
 THE PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
1340
 EAST 47TH STREET

 CHICAGO IL 60653

	
LAKE
 PARK L.L.C.

	
FIVE
 NORTH WABASH AVENUE

 SUITE# 705

 CHICAGO IL 60602


	
5600
 HARVEY STREET

 SUITE 1036

 MUSKEGON MI 49444

	
THE
 LAKES MALL LLC

	
C/O
 CBL & ASSOCIATES MGMT

 2030 HAMILTON PLACE BOULEVARD

 SUITE 500

 CHATTANOOGA TN 37421-6000


	
63
 WESTFARMS MALL

 FARMINGTON CT 06032

	
WEST
 FARMS MALL, LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48304













	
 

	
 

	
 


	
40820
 WINCHESTER ROAD

 SPACE 2150

 TEMECULA CA 92591-5533

	
TEMECULA
 TOWN CENTER ASSOCIATES, L.P.

	
A
 CALIFORNIA LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
40820
 WINCHESTER ROAD

 SPACE 2150

 TEMECULA CA 925915533

	
TEMECULA
 TOWN CENTER ASSOCIATES, L.P.

	
A
 CALIFORNIA LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
3111
 W CHANDLER BLVD

 SUITE 2112

 CHANDLER AZ 85226

	
TWC
 - CHANDLER, LLC

	
SUITE
 2142

 3111 WEST CHANDLER BLVD

 CHANDLER AZ 85226


	
400
 CALLE BETANCES

 SUITE 790

 CAGUAS PR 00725-5207

	
VORNADO
 CAGUAS, L.P.

	
C/O
 VORNADO REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
170
 EASTON TOWN CENTER

 SPACE 116

 COLUMBUS OH 43219

	
EASTON
 TOWN CENTER II, LLC

	
STEINER
 & ASSOCIATES, INC.

 ATTN: LEASE ADMINISTRATION

 4016 TOWNSFAIR WAY, SUITE 201

 COLUMBUS OH 43219


	
170
 EASTON TOWN CENTER

 SPACE 116

 COLUMBUS OH 43219

	
EASTON
 TOWN CENTER II, LLC

	
STEINER
 & ASSOCIATES, INC.

 ATTN: LEASE ADMINISTRATION

 4016 TOWNSFAIR WAY, SUITE 201

 COLUMBUS OH 43219


	
3334
 WEST FRIENDLY AVE

 SUITE 116

 GREENSBORO NC 27410

	
STARMOUNT
 COMPANY

	
600
 GREEN VALLEY ROAD

 SUITE 300

 GREENSBORO NC 27408


	
ONE
 W FLATIRON CROSSNG DR

 SUITE 1112

 BROOMFIELD CO 80021

	
FLATIRON
 PROPERTY HOLDING, LLC

	
C/O
 FLATIRON CROSSING

 ONE WEST FLATIRON CIRCLE STE 1083

 MANAGEMENT OFFICE

 BROOMFIELD CO 80021


	
3201
 MACON ROAD

 STORE 133

 COLUMBUS GA 31906

	
GLENWOOD
 CROSS COUNTRY CO LLC

	
16740
 BIRKDALE COMMONS PARKWAY

 SUITE 306

 HUNTERSVILLE NC 28078


	
2500
 SOUTH CENTER ST

 MARSHALLTOWN IA 50158

	
MARSHALL
 TOWN CENTER PARTNERS, LLC

	
GK
 DEVELOPMENT, INC.

 303 E. MAIN STREET

 SUITE 201

 BARRINGTON IL 60010


	
2801
 GRAND AVENUE

 SPACE 23

 AMES IA 50010

	
NORTH
 GRAND MALL PARTNERS, LLC

	
C/O
 GK DEVELOPMENT, INC.

 303 E. MAIN STREET

 SUITE 201

 BARRINGTON IL 60010


	
KM
 52.7 STATE ROAD #14

 SPACE 5

 AIBONITO PR 00705

	
P.D.C.M.
 ASSOCIATES, SE

	
670
 PONCE DE LEON

 SUITE B-2

 SAN JUAN PR 00907


	
37-31
 82ND STREET

 JACKSON HEIGHTS NY 11372-7031

	
82ND
 ST. JACKSON HEIGHTS LLC

	
C/O
 LOUIS LEFKOWITZ REALTY, INC.

 500 N. BROADWAY, SUITE 155

 JERICHO NY 11753


	
9630
 SW 160TH STREET

 MIAMI FL 33157

	
COLONIAL
 SQUARE, LTD

	
ATTN:
 JEFFREY ROSENBERG

 1655 DREXEL AVENUE, SUITE #209

 MIAMI BEACH FL 33139


	
3401
 NORTH MIAMI AVE, SUITE 116

 MIAMI FL 33127

	
DDR
 MIAMI AVENUE LLC

	
3300
 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122













	
 

	
 

	
 


	
16415
 JAMAICA AVENUE

 JAMAICA NY 11432-4913

	
164-15
 JAMAICA AVENUE, LLC

	
C/O
 WHARTON REALTY

 500 FIFTH AVENUE, 54TH FLOOR

 NEW YORK NY 10110


	
4151
 WEST 167TH STREET

 COUNTRY CLUB HILLS IL 60478

	
COUNTRY
 CLUB HILLS, LLC

	
TUCKER
 DEVELOPMENT CORPORATION

 799 CENTRAL AVENUE, SUITE 300

 HIGHLAND PARK IL 60035


	
3600
 GERMANTOWN AVE

 PHILADELPHIA PA 19140-4226

	
109
 WASHINGTON STREET, LLC

	
1000
 PENNSYLVANIA AVENUE

 BROOKLYN NY 11207


	
7700
 NORTH 10TH STREET, SUITE A

 MCALLEN TX 78504

	
NORTH
 TRENTON LTD

	
TRENTON
 NORTH SHOPPING CENTER

 2901 BEE CAVE ROAD, SUITE G

 AUSTIN TX 78746


	
2582
 CENTRAL PARK AVENUE

 YONKERS NY 10710

	
CENTRAL
 PLAZA ASSOCIATES, LLC

	
C/O
 JAY WANDERMAN, MEMBER

 ENGINEERING MODEL ASSOCIATES

 1020 SOUTH WALLACE PLACE

 CITY OF INDUSTRY CA 91748


	
5126
 MAIN STREET

 WILLIAMSBURG VA 23188-2811

	
WILLIAMSBURG
 DEVELOPERS, LLC

	
C/O
 DEVELOPERS REALTY CORPORATION

 433 SOUTH MAIN STREET, SUITE 310

 WEST HARTFORD CT 06110


	
3121
 FREEDOM DRIVE

 CHARLOTTE NC 28208-3869

	
KINGOTT,
 LLC

	
3121
 FREEDOM DRIVE

 P.O. BOX 17901

 26 MAXWELL ROD

 RICHMOND VA 23226


	
4973
 INTERNATIONAL DRIVE, SUITE 3F.29

 ORLANDO FL 32819

	
ORLANDO
 OUTLET OWNER, LLC

	
PRIME
 RETAIL, LP

 217 EAST REDWOOD STREET, 20TH FLOOR

 BALTIMORE MD 21202


	
681
 LEAVESLY ROAD

 SPACE 20

 GILROY CA 95020

	
GILROY
 PREMIUM OUTLETS, LLC

	
C/O
 CHELSEA PROPERTY GROUP

 105 EISENHOWER PARKWAY

 ROSELAND NJ 07068


	
528
 GREAT MALL DRIVE

 MILPITAS CA 95035

	
MILPITAS
 MILLS LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
6170
 WEST GRAND AVENUE

 SPACE 345

 GURNEE IL 60031

	
MALL
 AT GURNEE MILLS, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1041
 GIRL SCHOOL ROAD

 INDIANAPOLIS IN 46214

	
SILICON
 REALTY CORP.

	
C/O
 SHERWOOD GUERNSEY, ESQ.

 69 EAST HOUSATONIC STREET

 PITTSFIELD MA 01201


	
1041
 GIRL SCHOOL ROAD

 INDIANAPOLIS IN 46214

	
STEVE
 STOESZ, JENNIFER STOESZ AND TIM STOESZ

	
211
 EAST MAIN STREET

 P.O. BOX 365

 WESTFIELD IN 46074


	
2020
 UNIVERSITY BLVD

 ADELPHI MD 20783

	
CALLA
 LLC

	
JIN
 PYO HONG

 39 CHURCH ROAD

 ARNOLD MD 21012


	
12801
 S HARLEM AVE

 PALOS HEIGHTS IL 60463

	
SANFORD
 SANDELMAN AS TRUSTEE

	
OF
 MASUE TRUST / C/O

 KIN PROPERTIES INC / SUITE 100

 185 N.W. SPANISH RIVER BLVD.

 BOCA RATON FL 33431-4230


	
5116
 E LANCASTER AVE

 FORT WORTH TX 76112

	
JAN-JILL
 I, LLC

	
C/O
 BLACK EQUITIES

 433 NORTH CAMDEN DRIVE, #1070

 BEVERLY HILLS CA 90210


	
1840-50
 W MANCHESTER BLVD

 LOS ANGELES CA 90047

	
DOROTHY
 J. MORAN

	
5330
 WHITSETT AVENUE #3

 VALLEY VILLAGE CA 91607













	
 

	
 

	
 


	
3650
 W BROWARD BLVD

 FORT LAUDERDALE FL 33312

	
ALEX
 HASIN / MILIA HAZIN

	
112-01
 QUEENS BLVD.

 SUITE 17H

 FOREST HILLS NY 11375


	
216-B
 EAST RIDGE ROAD

 GRIFFITH IN 46319

	
PATTEN
 OF INDIANA, LLC.

	
333
 TEXAS STREET SUITE 1120

 ATTN: SYBIL PATTEN

 SHREVEPORT LA 71101 


	
36
 E CROSS TIMBERS ST

 HOUSTON TX 77022

	
CARL
 B. ZUCKER

	
C/O
 ZUCKER PROPERTIES

 520 S. THIRD STREET

 BELLAIRE TX 77401


	
27347
 CHERRY HILL ROAD

 INKSTER MI 48141

	
CHERRY
 HILL ‘08, LLC

	
C/O
 BONNIE TEMBECK

 2813 NE 15 STREET

 POMPANO BEACH FL 33062 


	
2802
 LAMAR AVENUE

 MEMPHIS TN 38114

	
JAN-JILL
 I, LLC

	
C/O
 BLACK EQUITIES

 433 NORTH CAMDEN DRIVE, #1070

 ATTN:NIKKI VALLOT

 BEVERLY HILLS CA 90210


	
6777
 HIGHWAY 85

 RIVERDALE GA 302742351

	
SANFORD
 SANDELMAN AS

	
TRUSTEE
 OF MASUE TRUST / C/O

 KIN PROPERTIES INC / SUITE 100

 185 N.W. SPANISH RIVER BLVD.

 BOCA RATON FL 33431-4230


	
3000
 GRAPEVINE MILLS PKWY

 SUITE 510

 GRAPEVINE TX 76051-2018

	
GRAPEVINE
 MILLS L. P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
ONE
 MILLS CIRCLE

 SPACE 334

 ONTARIO CA 91764

	
ONTARIO
 MILLS LIMITED PARTNERSHIP

	
C/O
 MILLS SERVICES CORP.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
5000
 ARIZONA MILLS CIRCLE

 SPACE 632

 TEMPE AZ 85282

	
ARIZONA
 MILLS LLC

	
C/O
 MILLS SERVICES CORP.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
4186
 BALDWIN ROAD

 SUITE 332

 AUBURN HILLS MI 48326

	
TAUBMAN
 AUBURN HILLS ASSOCIATES, LP

	
200
 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
4186
 BALDWIN ROAD

 SUITE 332

 AUBURN HILLS MI 48326

	
TAUBMAN
 AUBURN HILLS ASSOCIATES, LP

	
201
 EAST LONG LAKE ROAD

 P.O. BOX 201

 BLOOMFIELD HILLS MI 48303-0201


	
1616
 MILITARY RD

 BOX 42

 NIAGARA FALLS NY 14304

	
FASHION
 OUTLETS OF NIAGARA, LLC

	
TALISMAN
 NIAGARA PROPERTIES CORP.

 4000 PONCE DE LEON BLVD.

 ATTN: ESTER MOAS

 CORAL GABLES FL 33146


	
2700
 POTOMAC MILLS CIRCLE

 SUITE 240

 WOODBRIDGE VA 22192

	
MALL
 AT POTOMAC MILLS LLC

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1406
 FRANKLIN MILLS CIR

 SPACE 725

 PHILADELPHIA PA 19154

	
FRANKLIN
 MILLS ASSOCIATES LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
6600
 TOPANGA CANYON BLVD, SUITE 1086

 CANOGA PARK CA 91303

	
WESTFIELD
 TOPANGA OWNER LP

	
11601
 WILSHIRE BLVD. 11TH

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
1640
 CAMINO DEL RIO N

 SPACE 322

 SAN DIEGO CA 92108-1525

	
MISSION
 VALLEY SHOPPINGTOWNLLC

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD. 11TH FLR.

 ATTN: LEASE ADMINISTRATION

 LOS ANGELES CA 90025-1748













	
 

	
 

	
 


	
3902
 13TH AVE SW

 FARGO ND 58103

	
WEST
 ACRES DEVELOPMENT, LLP

	
3902
 13TH AVENUE SOUTH, SUITE 3717

 FARGO ND 58103-3357


	
320
 WALNUT STREET

 REDWOOD CITY CA 94063

	
PENINSULA
 BOARDWALK ASSOC.,

	
CROSSPOINT
 REALTY SERVICES, INC.

 260 CALIFORNIA STREET, 4TH FLOOR

 SAN FRANCISCO CA 94105


	
38
 WEST 66TH STREET

 RICHFIELD MN 55423

	
CENTRO
 BRADLEY SPE 1 LLC

	
C/O
 CENTRO PROPERTIES GROUP

 131 DARTMOUTH STREET

 BOSTON MA 02116-5134


	
3702
 S 16TH AVE

 TUCSON AZ 85713

	
SANTA
 CRUZ PLAZA, L.L.C.

	
C/O
 SAFCO CAPITAL CORP.

 1850 S. SEPULVEDA BLVD., #200

 LOS ANGELES CA 90025


	
3300
 BROADWAY

 SPACE 208 MAILBOX 124

 EUREKA CA 95501

	
BAYSHORE
 MALL

	
C/O
 BAYSHORE MALL PARTNERS

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2917
 W ADDISON STREET

 CHICAGO IL 60618

	
ADDISON
 MALL L.L.C.

	
C/O
 FIRST AMERICAN PROPERTIES, L.L.C.

 1731 N. MARCEY STREET, SUITE 520

 CHICAGO IL 60614


	
831
 LANCASTER DR NE

 SPACE 175-179

 SALEM OR 97301

	
PAYLESS
 NORTHWEST MASTER

	
RETIREMENT
 TRUST

 C/O WYSE INVESTMENT SERVICES

 200 SW MARKET, SUITE 345

 PORTLAND OR 97201


	
8700
 NE VANCOUVER MALL DR

 SPACE 154

 VANCOUVER WA 98662

	
VANCOUVER
 MALL II LLC

	
C/O
 WESTFIELD CORPORATION,

 INC./11601 WILSHIRE

 BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025-1748


	
1700
 W INTERNATIONAL SPWY

 SPACE 528

 DAYTONA BEACH FL 32114

	
VOLUSIA
 MALL, L.L.C.

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
350
 N MILWAUKEE ST

 SPACE 1083

 BOISE ID 83704-9127

	
BOISE
 MALL, LLC

	
GENERAL
 GROWTH PROPERTIES

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
3650
 W M LUTHER KING BLVD

 SPACE 162

 LOS ANGELES CA 90008

	
CAPRI
 URBAN BALDWIN, LLC

	
300
 NORTH LAKE AVENUE

 SUITE# 620

 PASADENA CA 91101


	
4650
 N HWY 89

 FLAGSTAFF AZ 86004

	
FLAGSTAFF
 MALL SPE LLC

	
MACERICH
 WESTCOR MGMT CO. LLC

 ATT: LEGAL DEPARTMENT

 11411 NORTH TATUM BLVD

 PHOENIX AZ 85028


	
4201
 WEST DIVISION ST

 SUITE B-13

 ST. CLOUD MN 56301

	
CROSSROADS
 CENTER

	
ST.
 CLOUD MALL LLC

 110 N. WACKER DR.

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
2070
 SAM RITTENBERG BLVD

 SUITE B304

 CHARLESTON SC 29407-4648

	
CITADEL
 MALL CMBS LLC

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 2030 HAMILTON PLACE BLVD. SUITE 500

 ATTN: CHIEF FINANCIAL OFFICER

 CHATTANOOGA TN 37421-6000


	
7201-BU624
 TWO NOTCH RD

 COLUMBIA SC 29223

	
CBL/COLUMBIA
 PLACE, LLC

	
C/O
 CBL & ASSOCIATES MGMT. INC

 SUITE 500 - CBL CENTER

 2030 HAMILTON PL. BOULEVARD

 CHATTANOOGA TN 37421













	
 

	
 

	
 


	
2008
 GREEN OAKS ROAD

 SPACE B7

 FORT WORTH TX 76116

	
WM
 RIDGMAR, L.P.

	
1888
 GREEN OAKS ROAD

 ATTN: CENTER MANAGER

 FORT WORTH TX 76116


	
6301
 NW LOOP 410

 SPACE N14 

 SAN ANTONIO TX 78238

	
INGRAM
 PARK MALL, L.P.

	
C/O
 M.S. MANAGEMENT ASSOCS, INC

 NATIONAL CITY CENTER

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2020
 S EXPRESSWAY 83

 HARLINGEN TX 78552-5902

	
MALL
 AT VALLE VISTA, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3575
 MAPLE AVE

 SPACE 162

 ZANESVILLE OH 43701

	
COLONY
 SQUARE MALL

	
C/O
 COLONY SQUARE MALL L.L.C.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
7601
 S CICERO AVE

 SPACE 1418

 CHICAGO IL 60652

	
EGI
 PROPERTIES, LLC

	
TWO
 NORTH RIVERSIDE PLAZA, SUITE 600

 CHICAGO IL 60606-2689


	
2655
 RICHMOND AVE

 SPACE T129

 STATEN ISLAND NY 10314

	
ROUSE
 SI SHOPPING CENTER, LLC

	
GENERAL
 GROWTH COMPANY

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
7824
 EASTPOINT MALL

 BALTIMORE MD 21224

	
THOR
 EASTPOINT MALL LLC

	
C/O
 THOR EQUITIES LLC

 25 WEST 39TH STREET

 11TH FLOOR

 NEW YORK NY 10018


	
2150
 NORTHWOODS BLVD

 SPACE G-528

 NORTH CHARLESTON SC 29406

	
NORTH
 CHARLESTON JOINT VENTURE II, LLC

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 CBL CENTER

 2030 HAMILTON PLACE BLVD., SUITE 500

 CHATTANOOGA TN 37421-6000


	
9501
 ARLINGTON EXP

 SPACE 860

 JACKSONVILLE FL 32225

	
REGENCY
 SQUARE MALL

	
C/O
 R.S PROPERTIES, INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
3329
 DONNELL DRIVE

 SPACE D3

 FORESTVILLE MD 20747

	
THE
 CENTRE AT FORESTVILLE LLC

	
1919
 WEST STREET, SUITE 100

 ANNAPOLIS MD 21401


	
420
 BYPASS 72 NW STE 5

 GREENWOOD SC 296491407

	
HSCC,
 LLC

	
C/O
 HULL/STOREY DEVELOPMENT,

 LLC

 1190 INTERSTATE PARKWAY

 AUGUSTA GA 30909


	
506
 TURNCADO STREET

 HATILLO PR 00659

	
DDR
 NORTE LLC S.E.

	
DDR
 PR VENUTRES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
2436
 HILLTOP MALL ROAD

 RICHMOND CA 94806

	
RICHMOND
 ASSOCIATES LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
10177
 N KINGS HWY, SUITE 70

 MYRTLE BEACH SC 29572

	
MARELDA
 MYRTLE BEACH MALL LLC

	
124
 JOHNSON FERRY ROAD

 ATLANTA GA 30328


	
1915
 GREELEY MALL

 GREELEY CO 80631

	
GREELEY
 MALL I/GKD FUND I, LLC

	
GK
 DEVELOPMENT, INC

 303 EAST MAIN STREET, SUITE# 201

 BARRINGTON IL 60010













	
 

	
 

	
 


	
US
 HWY 460 & STATE RT 25

 SPACE 245

 BLUEFIELD WV 24701

	
MERCER
 MALL LLC D/B/A/MERCER MALL

	
ERSHIG
 PROPERTIES, INC

 ATT: DON R ERSHIG

 PO BOX 1127

 HENDERSON KY 42419


	
757
 EAST HIGHWAY 131

 SPACE 530

 CLARKSVILLE IN 47129

	
MACERICH
 SCG LP

	
C/O
 MACERICH COMPANY

 401 WILSHIRE BLVD

 SUITE 700

 SANTA MONICA

 CA

 90401


	
2120
 S ATLANTIC BLVD

 MONTEREY PARK CA 91754-6802

	
TRC
 MM, LLC

	
C/O
 TERRAMAR RETAIL CENTER

 13502 WHITTIER BLVD

 SUITE Q

 WHITTIER

 CA

 90605


	
4155
 YELLOWSTONE HWY, SUITE 1188

 CHUBBUCK ID 83202

	
PRICE
 DEVELOPMENT COMPANY

	
LIMITED
 PARTNERSHIP

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
4238
 WILSON BLVD, SUITE 2106

 ARLINGTON VA 22203

	
FC
 BALLSTON COMMON LLC

	
FOREST
 CITY COMMERCIAL GROUP

 TERMINAL TOWER, SUITE 1100

 50 PUBLIC SQUARE

 CLEVELAND OH 44113-2267


	
121
 RIVER OAKS CENTER

 SPACE B-22

 CALUMET CITY IL 60409

	
FOX
 VALLEY/RIVER OAKS PARTNERSHIP

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 NATIONAL CITY CENTER

 225 W WASHINGTON

 INDIANAPOLIS IN 46204


	
100
 MALL BLVD

 SUITE 120

 BRUNSWICK GA 31525

	
MARELDA
 GLYNN PLACE MALL, LLC

	
BABCOCK
 & BROWN

 1 DAG HAMMARSKJOLD PLAZA

 889 SECOND AVENUE, 49TH FL.

 NEW YORK NY 10017


	
12000
 SE 82ND AVE

 SUITE 2040

 HAPPY VALLEY OR 97086-7741

	
CLACKAMAS
 MALL L.L.C.

	
C/O
 CLACKAMAS TOWN CENTER

 12000 SE 82ND AVENUE

 SUITE 1093/ATTN: MANAGER

 PORTLAND OR 97266


	
3301
 E MAIN STREET, SUITE 2361

 VENTURA CA 93003

	
MACERICH
 BUENAVENTURA LP

	
CENTER
 MANAGER

 3301-1 EAST MAIN STREET

 VERNTURA CA 93003


	
370
 MENLO PARK

 EDISON NJ 08837

	
SHOPPING
 CENTER ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 W.WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
274
 ST CLAIRE SQUARE

 FAIRVIEW HEIGHTS IL 62208

	
ST.
 CLAIR SQUARE L.P.

	
CBL
 & ASSOCIATES MGMT. INC.

 2030 HAMILTON PLACE BOULEVARD

 SUITE 500

 CHATTANOOGA TN 37421-0600


	
460
 GREAT MALL DRIVE

 MILPITAS CA 95035

	
MILPITAS
 MILLS LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2801
 CANDLER RD, SUITE 6

 DECATUR GA 30034

	
THOR
 GALLERY AT SOUTH DEKALB, LLC

	
C/O
 THOR EQUITIES, LLC

 25 WEST 39TH STREET 11TH FLOOR

 NEW YORK NY 10018













	
 

	
 

	
 


	
3849
 S DELSEA DRIVE, 

 SUITE B8

 VINELAND NJ 08360

	
C/O
 PREIT SERVICES, LLC

	
ATTN:
 GENERAL COUNSEL

 THE BELLEVUE - 3RD FLOOR

 200 SOUTH BROAD STREET

 PHILADELPHIA PA 19102


	
129
 SOUTHGATE PLAZA

 SARASOTA FL 34239-6107

	
SOUTHGATE
 PLAZA LLC

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BLVD. 12TH FLR

 ATTN: LEASE ADMINISTRATION

 LOS ANGELES CA 90025


	
132
 SOUTHPARK CIRCLE

 COLONIAL HEIGHTS VA 23834

	
SOUTHPARK
 MALL, LLC

	
C/O
 CBL & ASSOCIATES

 PROPERTIES, INC./2030 HAMILTON

 PLACE BLVD. SUITE 500

 CHATTANOGGA TN 37421


	
30-142
 MALL DRIVE W

 JERSEY CITY NJ 07310

	
NC
 MALL ASSOCIATES C/O MS

	
MANAGEMENT
 ASSOCIATES, INC.

 C/O SIMON PROPERTY GRUOP

 225W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
93
 W CAMPBELL RD

 SPACE F136

 SCHENECTADY NY 12306-6800

	
ROTTERDAM
 SQUARE, LLC

	
ATT:LEGAL
 DEPARTMENT

 401 WILSHIRE BLVD. STE 700

 SANTA MONICA CA 90401


	
3001
 WHITE BEAR AVE NORTH, SUITE 1035-36

 ST. PAUL MN 55109-1283

	
MAPLEWOOD
 MALL ASSOCIATES LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
5725
 JOHNSTON ST

 BOX 2035

 LAFAYETTE LA 70503

	
ACADIANA
 MALL CMBS, LLC

	
C/O
 CBL & ASSOCIATES MGMT, INC.

 SUITE 500 - CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
1380
 SAN JACINTO MALL

 BAYTOWN TX 77521-8358

	
SJM
 REALTY

	
C/O
 SAN JACINTO MALL

 1496 SAN JACINTO MALL

 ATTN: WILL DEANE

 BAYTOWN TX 77521


	
325
 W PIEDMONT DRIVE

 SPACE 410 & 415

 DANVILLE VA 24540

	
PIEDMONT
 MALL

	
PIEDMONT
 MALL L.L.C.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
6155
 EASTEX FREEWAY

 SUITE 110

 BEAUMONT TX 77706-6797

	
PARKDALE
 MALL, LLC

	
C/O
 CBL & ASSOCIATES MGMT. INC

 SUITE 500 - CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
3811
 S COOPER STREET, SUITE 1184

 ARLINGTON TX 76015

	
THE
 PARKS AT ARLINGTON, LLC

	
3811
 S. COOPER ST- STE.2206

 ARLINGTON TX 76015


	
2122
 CROSSROADS BLVD

 SPACE 1018

 OKLAHOMA CITY OK 73149

	
MMP
 CROSSROADS, LLC

	
5771
 BLEAUX AVENUE, SUITE A

 SPRINGDALE AR 72762


	
2501
 W MEMORIAL

 SPACE 233

 OKLAHOMA CITY OK 73134

	
QUAIL
 SPRINGS MALL

	
DAYJAY
 ASSOCIATES

 ATTN: LAW/LEASE ADMINISTRATION

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
5265
 MEADOWOOD MALL CIRCL

 SPACE E121

 RENO NV 89502

	
MEADOWOOD
 MALL LLC

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1189
 GLENDALE GALLERIA

 GLENDALE CA 91210-1301

	
GLENDALE
 I MALL ASSOCIATES, LLC

	
C/O
 GLENDALE GALLERIA

 MANAGEMENT OFFICE

 2148 GLENDALE GALLERIA

 GLENDALE CA 91210













	
 

	
 

	
 


	
1189
 GLENDALE GALLERIA

 GLENDALE CA 91210-1301

	
GLENDALE
 I MALL ASSOCIATES, LLC

	
C/O
 GLENDALE GALLERIA

 MANAGEMENT OFFICE

 2149 GLENDALE GALLERIA

 GLENDALE CA 91211


	
1850
 29TH STREET, SUITE 1000

 BOULDER CO 80301-1064

	
MACERICH
 MACERICH SHARED SERVICES

	
TWENTY
 NINTH STREET

 ATTN: SALES ASSOCIATE

 PO BOX 2188

 SANTA MONICA CO 90406-2188


	
8500
 BEVERLY BLVD

 SUITE 8830

 LOS ANGELES CA 90048

	
LA
 CIENEGA PARTNERS LP

	
C/O
 THE TAUBMAN COMPANY

 200 E. LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
2054
 TAMIAMI TRAIL N

 NAPLES FL 34102

	
COASTLAND
 CENTER

	
COASTLAND
 CENTER, LP

 ATTN: LAW/LEASE ADMIN DEPT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
119
 SUN VALLEY MALL

 CONCORD CA 94520-5801

	
SUNVALLEY
 SHOPPING CENTER LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD, SUITE 300

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
2145
 HILLTOP MALL ROAD

 RICHMOND CA 94806

	
RICHMOND
 ASSOCIATES LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1445
 WEST SOUTHERN AVE, SUITE 1270

 MESA AZ 85202-4884

	
MACERICH
 FIESTA MALL, LLC

	
1445
 WEST SOUTHERN AVENUE, SUITE 2104

 ATTN: SHEILA HUNTER

 PHOENIX AZ 85202


	
849
 E COMMERCE STREET

 SPACE 577

 SAN ANTONIO TX 78205

	
NEW
 RIVERCENTER MALL II L.P

	
ASHKENAZY
 ACQUISITION CORP.

 ATTN: JOE PRESS

 433 5TH AVENUE, STE 200 

 NEW YORK NY 10016


	
6001
 AIRPORT BLVD

 SPACE 1175

 AUSTIN TX 78752

	
HIGHLAND
 MALL

	
C/O
 HIGHLAND MALL LIMITED PARTNERSHIP

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
1456
 STONERIDGE MALL

 SPACE E104 & 106

 PLEASANTON CA 94588-3215

	
STONERIDGE
 PROPERTIES LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
254
 ALMEDA MALL

 HOUSTON TX 77075

	
ALMEDA
 MALL, LP

	
ATTN:
 WILL DEANE

 1177 WEST LOOP SOUTH, SUITE 1670

 HOUSTON TX 77027


	
254
 NORTHWEST MALL

 HOUSTON TX 77092-8541

	
NW-JCP,
 LTD.

	
ATTENTION:
 HERBERT L. LEVINE

 9660 OLD KATY FREEWAY

 HOUSTON TX 77055 


	
777
 E MERRITT ISLAND CWY

 SPACE G9

 MERRITT ISLAND FL 32952

	
GLIMCHER
 MERRITT SQUARE, LLC

	
GLIMCHER
 PROPERTIES LIMITED PARTNERSHIP

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
4601
 S BROADWAY

 SPACE F-25

 TYLER TX 75703

	
SIMON
 PROPERTY GROUP (TEXAS), L.P.

	
C/O
 M.S. MANAGEMENT ASSOC, INC.

 NATIONAL CITY CENTER

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3355
 RALEIGH SPRING MALL

 MEMPHIS TN 38128

	
RALEIGH
 SPRINGS LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
6000
 GLADES ROAD

 SUITE 1033

 BOCA RATON FL 33431

	
THE
 TOWN CTR OF BOCA RATON

	
C/O
 SIMON PROPERTY/MS MGMT INC

 NATIONAL CITY CENTER

 115 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
3929
 MCCAIN BLVD

 SPACE F-2

 NORTH LITTLE ROCK AR 72116

	
MCCAIN
 MALL COMPANY, L.P.

	
C/O
 SIMON PROPERTY GROUP, INC

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2601
 PRESTON ROAD, SUITE 2108

 FRISCO TX 75034

	
STONEBRIAR
 CENTRE

	
STONEBRIAR
 MALL LP

 110 N. WACKER DR

 CHICAGO IL 60606


	
12300
 JEFFERSON AVENUE, SUITE 415

 NEWPORT NEWS VA 23602-6027

	
PR
 PATRICK HENRY LLC

	
PREIT
 SERVICES, LLC

 200 SOUTH BROAD ST.,3RD FLOOR

 ATTN: GENERAL COUNSEL

 PHILADELPHIA

 PA

 19102



	
1034
 GARDEN STATE PLAZA

 PARAMUS NJ 07652-2411

	
WESTLAND
 GARDEN STATE PLAZA, LP

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD,

 12TH FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES CA 90025


	
1034
 GARDEN STATE PLAZA

 PARAMUS NJ 07652-2411

	
WESTLAND
 GARDEN STATE PLAZA, LP

	
C/O
 WESTFIELD CORPORATION, INC

 11603 WILSHIRE BOULEVARD,

 14TH FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES CA 90027


	
118
 OPRY MILLS DRIVE

 NASHVILLE TN 37214

	
OPRY
 MILLS MALL LIMITED PARTNERSHIP

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
405
 CONEFLOWER DRIVE

 GARLAND TX 75040

	
SIMON
 PROPERTY GROUP (TEXAS), LP

	
MS
 MANAGEMENT ASSOCIATES INC

 NATIONAL CITY CENTER

 225 W WASHINGTON

 INDIANAPOLIS IN 46204


	
6650
 S WESTNEDGE AVE

 SPACE 252

 PORTAGE MI 49024

	
THE
 CROSSROADS MALL

	
C/O
 KALAMAZOO MALL L.L.C.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
5800
 N BAYSHORE DRIVE

 SUITE Q136

 GLENDALE WI 53217-4553

	
BAYSHORE
 TOWN CENTER, LLC.

	
C/O
 STEINER AND ASSOCIATES, INC

 4016 TOWNSFAIR WAY, SUITE 201

 ATT:LEASING ADMINISTRATION

 COLUMBUS OH 43219


	
12801
 WEST SUNRISE BLVD

 SPACE 879

 SUNRISE FL 33323

	
SUNRISE
 MILLS,(MLP) LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
5054
 E MONTCLAIR PLAZA LN

 MONTCLAIR CA 91763-1518

	
MONTCLAIR
 PLAZA

	
C/O
 MONTCLAIR PLAZA, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
4400
 SERGEANT RD

 SPACE 520

 SIOUX CITY IA 51106

	
SM
 SOUTHERN HILLS MALL LLC

	
SOUTHERN
 HILLS MALL

 401 WILSHIRE BLVD

 SUITE 700

 SANTA MONICA CA 90401


	
701
 LYNNHAVEN PKWY

 SPACE B03

 VIRGINIA BEACH VA 23452

	
LYNNHAVEN
 MALL L.L.C.

	
C/O
 GENERAL GROWTH

 LYNNHAVEN MALL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
32419
 GRATIOT AVENUE

 ROSEVILLE MI 48066-1156

	
MACOMB
 MALL, LLC

	
C/O
 THOR EQUITIES, LLC

 ATTN: LINO SOLIS, ESQ.

 25 WEST 39TH STREET, 11TH FLOOR

 NEW YORK

 NY

 10018


	
725
 AVE WEST MAIN

 SPACE 1100

 BAYAMON PR 00961-4480

	
DDR
 DEL SOL LLC, S.E.

	
DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
3500
 EAST WEST HWY

 UNIT 1020

 HYATTSVILLE MD 20782-5001

	
PREIT
 SERVICES, LLC

	
ATTN:
 GENERAL COUNSEL

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
246
 PITTSBURGH MILLS CIRL

 TARENTUM PA 15084-3836

	
PITTSBURGH
 MILLS LIMITED PARTNERSHIP

	
DBA
 THE GALLERIA @ PITTSBURGH MILLS

 C/O ZAMIAS SVCS ATTN: SAMUEL ZAMIAS

 300 MARKET STREET

 JOHNSTOWN PA 15901


	
6170
 GRAND AVE STE 643

 GURNEE IL 60031-4550

	
MALL
 AT GURNEE MILLS, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
6600
 TOPANGA CANYON BLVD

 SPACE 2002

 CANOGA PARK CA 91303

	
WESTFIELD
 TOPANGA OWNER LP

	
11601
 WILSHIRE BLVD. 11TH

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
23106
 FASHION DRIVE

 SUITE 109

 ESTERO FL 33928

	
COCONUT
 POINT TOWN CENTER LLC

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7400
 SAN PEDRO

 SPACE 164 & 166

 SAN ANTONIO TX 78216

	
NS
 MALL PROPERTY LP

	
GENERAL
 GROWTH PROPERTIES, INC

 10275 LITTLE PATUXENT PARKWAY

 ATT: LAW/LEASING AND OPERATIONS

 COLUMBIA MD 21044


	
4246
 BALDWIN ROAD

 AUBURN HILLS MI 48326

	
TAUBMAN
 AUBURN HILLS ASSOCIATES, LP

	
200
 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
6451
 W DIVERSEY AVE

 SUITE G1-G2

 CHICAGO IL 60707-2305

	
INLAND
 WESTERN CHICAGO BRICKYARD, LLC

	
INLAND
 US MANAGEMENT LLC

 2901 BUTTERFIELD ROAD

 OAKBROOK TERRACE IL 60523


	
12463
 NORTH MAINSTREET

 SPACE 3260

 RANCHO CUCAMONGA CA 91739-8887

	
RANCHO
 MALL, LLC

	
FOREST
 CITY COMMERCIAL GROUP

 1360 TERMINAL TOWER, STE. 700

 50 PUBLIC SQUARE

 CLEVELAND OH 44113



	
865
 MARKET STREET

 SPACE C-36

 SAN FRANCISCO CA 94103

	
S.F.
 SHOPPING CENTRE ASSOCIATES, L.P.

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD

 FLOOR 12

 LOS ANGELES CA 90025


	
228
 EXTON SQUARE PARKWAY

 EXTON PA 19341

	
EXTON
 SQUARE PROPERTY LLC

	
C/O
 PREIT

 200 SOUTH BROAD STREET, 3RD FL

 ATTN:BRUCE GOLDMAN, ESQUIRE- GENERAL COUNSEL

 PHILADELPHIA PA 19102


	
425
 WASHINGTON STREET

 BOSTON MA 02108-5223

	
WINSUM
 LIMITED PARTNERSHIP

	
C/O
 THE DRUKER COMPANY, LTD

 50 FEDERAL STREET

 BOSTON MA 02110


	
1450
 ALA MOANA BLVD

 SPACE 1239 & 1241

 HONOLULU HI 96814

	
GGP
 ALA MONA L.L.C.

	
LAW
 / LEASING DEPARTMENT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
1450
 ALA MOANA BLVD

 SPACE 1239 & 1241

 HONOLULU HI 96814

	
GGP
 ALA MONA L.L.C.

	
LAW
 / LEASING DEPARTMENT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
925
 BLOSSOM HILL RD

 SUITE 1690

 SAN JOSE CA 95123-1253

	
OAKRIDGE
 MALL L.P.

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD., 11TH FLR

 ATTN: LEGAL DEPT

 LOS ANGELES CA 90025


	
8111
 CONCORD MILLS BLVD

 SPACE 359

 CONCORD NC 28027-6482

	
CONCORD
 MILLS MALL LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
9200-192A
 STONY POINT PKY

 RICHMOND VA 23235

	
STONY
 POINT ASSOCIATES LLC

	
200
 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
150
 ROSEDALE CENTER

 ROSEVILLE MN 55113

	
PPF
 RTL ROSEDALE SHOPPING CENTER, LLC

	
MORGAN
 STANLEY REAL ESTATE ADVISOR, INC.

 ATTN: JENNIE PRIES

 1585 BROADWAY

 NEW YORK NY 10036


	
9073
 W ATLANTIC BLVD

 CORAL SPRINGS FL 33071-6953

	
CORAL
 CS-LTD ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON ST

 INDIANAPOLIS IN 46204-3438


	
9073
 W ATLANTIC BLVD

 CORAL SPRINGS FL 33071-6953

	
CORAL
 CS-LTD ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON ST

 INDIANAPOLIS IN 46204-3438


	
9073
 W ATLANTIC BLVD

 CORAL SPRINGS FL 33071-6953

	
CORAL
 CS-LTD ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON ST

 INDIANAPOLIS IN 46204-3438


	
1455
 NW 107TH AVENUE, SUITE 334

 DORAL FL 33172-2714

	
MALL
 AT MIAMI INTERNATIONAL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
19575
 BISCAYNE BLVD

 SPACE 1239 & 1245

 AVENTURA FL 33180-2348

	
AVENTURA
 MALL VENTURE

	
C/O
 TURNBERRY AVENTURA MALL CO

 19501 BISCAYNE BLVD., SUITE 400

 AVENTURA FL 33180


	
1700
 W INTERNATIONAL SPWY

 SPACE 372

 DAYTONA BEACH FL 32114

	
VOLUSIA
 MALL, L.L.C.

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
1910
 WELLS ROAD

 SPACE F15B

 ORANGE PARK FL 32073

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3393
 PEACHTREE RD NE

 SPACE 2020

 ATLANTA GA 30326

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3393
 PEACHTREE RD NE

 SPACE 2020

 ATLANTA GA 30326

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
9635
 CORTANA PLACE

 BATON ROUGE LA 70815

	
CORTANA
 MALL LLC

	
C/O
 JANOFF & OLSHAN, INC.

 654 MADISON AVENUE, SUITE 1205

 NEW YORK NY 10021


	
9635
 CORTANA PLACE

 BATON ROUGE LA 70815

	
CORTANA
 MALL LLC

	
C/O
 JANOFF & OLSHAN, INC.

 654 MADISON AVENUE, SUITE 1205

 NEW YORK NY 10021


	
12300
 NORTH FREEWAY, SUITE 356

 HOUSTON TX 77060

	
GPM
 HOUSTON PROPERTIES, LTD.

	
12300
 NORTH FREEWAY, SUITE 208

 HOUSTON TX 77060













	
 

	
 

	
 


	
1000
 WEST OAKS MALL

 SPACE 509

 HOUSTON TX 77082

	
GCCFC
 2006-GG7 WESTHEIMER MALL, LLC

	
C/O
 LNR PARTNERS INC.

 ATTN: DIRECTOR OF REAL ESTATE

 1601 WASHINGTON AVENUE, SUITE # 700

 MIAMI BEACH FL 33139


	
4301
 W WISCONSIN AVE

 SPACE 102

 APPLETON WI 54913

	
FOX
 RIVER SHOPPING CTR

	
C/O
 GENERAL GROWTH MGMT, INC.

 400 S. HIGHWAY 169-SUITE 800

 MINNEAPOLIS MN 55426


	
5252
 HICKORY HOLLOW PKWY

 SPACE 1095

 ANTIOCH TN 37013

	
HICKORY
 HOLLOW MALL LIMITED PARTNERSHIP

	
CBL
 & ASSOCIATES PROPERTIES INC

 CBL CENTER

 2030 HAMILTON PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421-6000


	
10300
 W FOREST HILL BLVD

 SPACE 105

 WELLINGTON FL 33414

	
TJ
 PALM BEACH ASSOCIATES LP

	
200
 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48303


	
3200
 LAS VEGAS BLVD S

 SPACE 1124

 LAS VEGAS NV 89109

	
FASHION
 SHOW MALL

	
FASHION
 SHOW MALL, LLC

 ATT:LAW/LEASE ADMINISTRATION DEPARTMENT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
801
 N CONGRESS AVENUE

 SPACE 627

 BOYNTON BEACH FL 33426

	
BOYNTON
 JCP ASSOCIATES LTD

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3800
 EAST MAIN STREET

 SPACE G-113

 ST. CHARLES IL 60174

	
CHARLESTOWNE
 1998 MS XLI, LLC

	
URBAN
 RETAIL PROPERTIES

 10851 MASTIN

 OVERLAND PARK KS 66210


	
1
 CROSSGATES MALL ROAD

 BOX 199

 ALBANY NY 12203

	
CROSSGATES
 MALL COMPANY NEWCO, LLC.

	
C/O
 THE PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
1401
 W ESPLANADE AVE

 KENNER LA 70065

	
ESPLANADE
 MALL L.P.

	
C/O
 SIMON PROPERTY GROUP

 226 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3439


	
4238
 WILSON BLVD

 SPACE 2252/2260

 ARLINGTON VA 22203

	
FC
 BALLSTON COMMON LLC

	
FOREST
 CITY COMMERCIAL GROUP

 TERMINAL TOWER, SUITE 1100

 50 PUBLIC SQUARE

 CLEVELAND OH 44113-2267


	
5959
 TRIANGLE TOWN BLVD, SUITE DL1196

 RALEIGH NC 27616

	
TRIANGLE
 TOWN CENTER, LLC

	
CBL
 & ASSOCIATES MGMT, INC.

 5959 TRIANGLE TOWN BLVD, SUITE#2072

 RALEIGH NC 27616


	
626
 BEL AIR ROAD

 BEL AIR MD 21014

	
CBL
 & ASSOCIATES LP

	
HARTFORD
 MALL BUSINESS TRUST

 C/O CBL & ASSOC PROPERTIES INC

 2030 HAMILTON PLACE BLVD. #500

 CHATTANOOGA TN 37421


	
2133
 SAINT LOUIS GALLERIA

 ST. LOUIS MO 63117

	
SAINT
 LOUIS GALLERIA L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
2133
 SAINT LOUIS GALLERIA

 ST. LOUIS MO 63117

	
SAINT
 LOUIS GALLERIA L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
7900
 RITCHIE HWY

 SPACE A-105

 GLEN BURNIE MD 21061

	
TKL-EAST,
 LLC

	
C/O
 SIMON PROPERTY GROUP, INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
1024
 MID RIVERS MALL

 ST. PETERS MO 63376

	
MID
 RIVERS MALL, LLC

	
CBL
 & ASSOCIATES MGMT.

 2030 HAMILTON PLACE BOULEVARD

 SUITE 500, CBL CENTER

 CHATTANOOGA TN 37421


	
2415
 N MONROE ST

 UNIT 296

 TALLAHASSEE FL 32303-4112

	
FMP
 TALLAHASSEE LLC

	
C/O
 JONES LANG LASALLE AMERICAS, INC

 3344 PEACHTREE ROAD NE, SUITE 1200

 ATTN: PRESIDENT & CEO, RETAIL

 ATLANTA GA 30326


	
3661
 EISENHOWER PKWY

 PO BOX 25086

 MACON GA 31206

	
MACON
 MALL LLC

	
C/O
 JONES LANG LASALLE AMERICAS, INC

 3344 PEACHTREE ROAD NE, STE 1200

 ATTN: PRESIDENT & CEO, RETAIL

 ATLANTA GA 30326



	
4200
 PORTSMOUTH BLVD

 SPACE 115

 CHESAPEAKE VA 233212100

	
CHESAPEAKE
 MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1441
 TAMIAMI TRAIL

 SPACE 245

 PORT CHARLOTTE FL 33948

	
PORT
 CHARLOTTE MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
11500
 MIDLOTHIAN TURNPIKE

 SPACE 742

 RICHMOND VA 23235

	
THE
 MACERICH PARTNERSHIP, L.P.

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD. SUITE 700

 SANTA MONICA CA 90407


	
1401
 GREENBRIAR PKWY

 SPACE 2052

 CHESAPEAKE VA 23320

	
GREENBRIER
 MALL II, LLC

	
C/O
 CBL & ASSOCIATES MGMT. INC

 CBL CENTER - SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421-6000


	
1040
 SUNRISE MALL

 MASSAPEQUA NY 11758

	
SUNRISE
 MALL LLC

	
WESTFIELD,
 LLC

 11601 WILSHIRE BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
7974L
 TYSONS CORNER CTR

 MCLEAN VA 22102

	
TYSONS
 CORNER HOLDINGS LLC

	
ATT:
 LEGAL DEPARTMENT

 401 WILSHIRE BOULEVARD

 SUITE 700

 SANTA MONICA CA 90401


	
2401
 S STEMMONS FREEWAY, SUITE 2250

 LEWISVILLE TX 750678780

	
VISTA
 RIDGE JOINT VENTURE

	
C/O
 GENERAL GROWTH RPOPERTIES, INC.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
2200
 S 10TH ST STE H7

 MCALLEN TX 78503-5413

	
SIMON
 PROPERTY GROUP (TEXAS) L.P.

	
M.S.
 MANAGEMENT ASSOC, INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
6001
 W WACO DR STE 506

 WACO TX 76710-6303

	
CBL
 RM-WACO, LLC

	
CBL
 & ASSOCIATES MGMNT, INC.

 SUITE 500/ CBL CENTER

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
138
 SHARPSTOWN CENTER

 HOUSTON TX 77036-5035

	
RAIT
 SHARPSTOWN LLC

	
7500
 BELLAIRE BLVD., SUITE 201

 HOUSTON TX 77036


	
3601
 E BROADWAY

 TUCSON AZ 85716

	
MAGNA
 / EL CON LLC

	
C/O
 CBRE TUCOSN MGMT SERVICES

 3601 EAST BROADWAY BLVD., SUITE 5B 

 TUCSON AZ

 85716













	
 

	
 

	
 


	
N
 811 CENTRAL EXPY, SUITE 1265

 PLANO TX 75075

	
COLLIN
 CREEK MALL, L.P.

	
GENERAL
 GROWTH PROPERTIES INC

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
5135
 WEST ALABAMA, SUITE 7280

 HOUSTON TX 77056

	
7623
 SA GALLERIA IV LP

	
1481
 PAYSPHERE CIRCLE

 CHICAGO IL 60674


	
5135
 WEST ALABAMA

 SUITE 7280

 HOUSTON TX 77056

	
7623
 SA GALLERIA IV LP

	
1481
 PAYSPHERE CIRCLE

 CHICAGO IL 60674


	
1
 YORK GALLERIA

 SPACE 126

 YORK PA 17402

	
YORK
 GALLERIA LIMITED PARTNERS

	
HIP/CBL
 & ASSOCIATES PROPERTIE

 S, INC./CBL CENTER/2030 HAMILT

 ON PLACE BOULEVARD/SUITE 500

 CHATTANOOGA TN 37421-6000


	
292
 BRIARWOOD CIRCLE

 ANN ARBOR MI 48108

	
BRIARWOOD
 LLC

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1750
 DEPTFORD CTR RD

 SPACE 2108

 DEPTFORD NJ 08096

	
MACERICH
 DEPTFORD, LLC

	
DEPTFORD
 MALL

 1750 DEPTFORD CENTER ROAD

 DEPTFORD NJ 08096


	
3710
 ROUTE 9

 SPACE G218

 FREEHOLD NJ 07728

	
FREEMALL
 ASSOCIATES, LLC

	
LEGAL
 DEPARTMENT

 401 WILSHIRE BLVD STE 700

 SANTA MONICA CA 90401


	
100
 COLUMBIANA CIRCLE

 SPACE 1362

 COLUMBIA SC 29212

	
COLUMBIANA
 CENTRE

	
GGP-COLUMBIANA
 TRUST

 ATTN: LAW/LEASE DEPT.

 110 NORTH WACKER 

 CHICAGO IL 60606


	
1100
 SOUTH HAYES STREET

 SPACE T-1

 ARLINGTON VA 22202

	
FASHION
 CENTRE ASSOCIATES, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
18000
 VERNIER RD

 HARPER WOODS MI 48225

	
NEW
 EASTLAND MALL DEVELOPER, LLC

	
AAC
 MANAGEMENT CORP.

 433 FIFTH AVENUE, 4TH FLOOR

 NEW YORK NY 10016


	
228
 STONEWOOD STREET

 SPACE F19

 DOWNEY CA 90241

	
MACERICH
 STONEWOOD, LLC

	
MANAGEMENT
 OFFICE

 251 STONEWOOD STREET

 DOWNEY CA 90241


	
194
 BUCKLAND HILLS DR, SUITE 1110

 MANCHESTER CT 06040

	
PAVILLIONS
 @ BUCKLAND HILLS LLC

	
194
 BUCKLAND HILLS DRIVE

 MANCHESTER CT 06040


	
107
 WOODBRIDGE CENTER DR

 WOODBRIDGE NJ 07095

	
WOODBRIDGE
 CENTER PROPERTY, LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
2655
 RICHMOND AVE

 SPACE 2640

 STATEN ISLAND NY 10314

	
ROUSE
 SI SHOPPING CENTER, LLC

	
GENERAL
 GROWTH COMPANY

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
138
 LOS CERRITOS CENTER

 CERRITOS CA 90703-5428

	
MACERICH
 CERRITOS, LLC

	
MANAGEMENT
 OFFICE

 239 LOS CERRITOS CENTER

 CERRITOS CA 90703-5422


	
329
 PASADENA TOWN SQUARE

 PASADENA TX 77506

	
PASADENA
 MALL INVESTMENTS, LTD

	
PASADENA
 TOWN SQUARE

 171 PASADENA TOWN SQUARE

 PASADENA TX 77506













	
 

	
 

	
 


	
7925
 FM 1960 RD WEST

 SPACE 1340

 HOUSTON TX 77070

	
WILLOWBROOK
 MALL (TX)LLC

	
ATTN:
 GENERAL COUNSEL

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
14045
 ABERCORN STREET

 BOX 5, SPACE 2312

 SAVANNAH GA 31419

	
SSF
 SAVANNAH PROPERTIES, LLC

	
C/O
 JSS ADVISORS, LLC

 120 E. 56TH STREET, SUITE 500

 NEW YORK NY 10022


	
11025
 CAROLINA PLACE PKWY

 SPACE A-02

 PINEVILLE NC 28134

	
CAROLINA
 PLACE L.L.C.

	
C/O
 CAROLINA PLACE

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
353
 COLONIE CENTER

 SPACE 402/406A

 ALBANY NY 12205

	
FMP
 COLONIE LLC

	
C/O
 FELDMAN MALL PROPERTIES, INC.

 ATTN: GENERAL MANAGER

 131 COLONIE CENTER

 ALBANY NY 12205


	
15555
 EAST 14TH STREET

 SUITE 207

 SAN LEANDRO CA 94578

	
MADISON
 BAY FAIR LLC

	
C/O
 MADISON MARQUETTE

 2001 PENNSYLVANIA AVENUE N.W., SUITE 1000

 WASHINGTON DC 20006


	
4550
 E CACTUS RD, SUITE 64

 PHOENIX AZ 85032-7716

	
WESTDAY
 ASSOCIATES L.P.

	
4568
 EAST CACTUS ROAD

 PHOENIX AZ 85032


	
230
 W HURON ROAD

 SPACE 7224

 CLEVELAND OH 44113

	
TOWER
 CITY PROPERTIES LTD

	
AN
 OHIO LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
230
 W HURON ROAD

 SPACE 7224

 CLEVELAND OH 44113

	
TOWER
 CITY PROPERTIES LTD

	
AN
 OHIO LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
2748
 EASTLAND MALL

 SPACE A-2

 COLUMBUS OH 43232

	
EM
 COLUMBUS II, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS

 OH

 43215


	
4201
 WESTLAND MALL

 SPACE A 1

 COLUMBUS OH 43228

	
WESTON
 TOWN CENTRE, LLC

	
C/O
 THE KRONE GROUP LLC

 2101 RICHMOND ROAD, #1000

 BEACHWOOD

 OH

 44122


	
208
 WEST 125TH STREET

 NEW YORK NY 10027

	
210
 W 125TH STREET WHL, LLC.

	
WHARTON
 REALTY

 500 FIFTH AVENUE, 54TH FLOOR

 NEW YORK NY 10110


	
3320
 SILAS CREEK PARKWAY, SUITE 6600

 WINSTON SALEM NC 27103

	
JG
 WINSTON-SALEM, LLC

	
CBL
 & ASSOCIATES PROPERTIES, INC

 CBL CENTER

 2030 HAMILTON PLACE BLVD., SUITE 500

 CHATTANOOGA TN 37421-6000


	
1801
 SW WANAMAKER RD

 SPACE H-8

 TOPEKA KS 66604

	
WEST
 RIDGE MALL LLC

	
M.S.MANAGEMENT
 ASSOCIATES INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
95
 BURLINGTON MALL RD

 SPACE 1004

 BURLINGTON MA 01803-5389

	
BELLWETHER
 PROPERTIES OF

	
MASSACHUSETTS,
 L.P.

 NATIONAL CITY CENTER

 225 W. WASHINGSTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
301
 MT HOPE AVENUE

 SPACE 1071

 ROCKAWAY NJ 07866

	
ROCKAWAY
 CENTER ASSOCIATES LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1600
 AZUSA AVENUE

 SPACE 105

 CITY OF INDUSTRY CA 91748

	
PUENTE
 HILLS MALL, LLC

	
ATTN:
 GENERAL COUNSEL

 180 EAST BROAD STREET,

 21ST FLOOR

 COLUMBUS OH 43215


	
7601
 S CICERO AVE

 SPACE 210

 CHICAGO IL 60652

	
EGI
 PROPERTIES, LLC

	
TWO
 NORTH RIVERSIDE PLAZA, SUITE 600

 CHICAGO IL 60606-2689


	
5
 TIMES SQUARE

 NEW YORK NY 10036

	
AVR
 CROSSROADS, LLC

	
ATTN:
 ALLAN V. ROSE, PRESIDENT

 ONE EXECUTIVE BOULVARD

 YONKERS NY 10701


	
110
 TOWN CENTER EAST

 SPACE B7/B9

 SANTA MARIA CA 93454

	
TOWN
 CENTER STREET SCAPE, LP

	
PATRICIA
 HILLIARD

 142 TOWN CENTER EAST

 SANTA MARIA CA 93454


	
21500
 NORTHWESTERN HWY

 SPACE 486

 SOUTHFIELD MI 48075

	
GP-NORTHLAND
 CENTER, LLC

	
C/O
 JAGER MANAGEMENT, INC.

 610 OLD YORK ROAD

 JENKINTOWN PA 19046


	
502
 PLAZA DRIVE

 WEST COVINA CA 91790

	
PLAZA
 WEST COVINA LP

	
WESTFIELD,
 LLC

 ATTN: LEGAL DEPARTMEMT

 11601 WILSHIRE BLVD, 12TH FL.

 LOS ANGELES CA 90025


	
250
 DEL MONTE CENTER

 MONTEREY CA 93940

	
DEL
 MONTE CENTER HOLDINGS, LP

	
C/O
 AMERICAN ASSETS, INC.

 11455 EL CAMINO REAL, SUITE 200

 SAN DIEGO CA 92130


	
23000
 EUREKA ROAD

 SPACE 1250

 TAYLOR MI 48180

	
SOUTHLAND
 CENTER

	
SOUTHALND
 CENTER, LLC

 ATTN: LAW/LEASE ADMIN DEPT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
155
 DORSET STREET

 SPACE L2,3,4

 SOUTH BURLINGTON VT 05403

	
UNIVERSITY
 MALL, LLC

	
C/O
 FINARD & COMPANY, LLC

 ONE BURLINGTON WOODS DRIVE

 BURLINGTON MA 01803


	
9617
 N METRO PARKWAY WEST

 SPACE 2076

 PHOENIX AZ 85051

	
METRORISING
 AMS OWNER LLC

	
9617
 METRO PARKWAY WEST, SUITE 1001

 ATTN: CENTER MANAGER

 PHOENIX AZ 85051


	
745
 PARKWAY PLAZA

 EL CAJON CA 92020

	
PARKWAY
 PLAZA L.P.

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BLVD., 12TH FLR

 ATTN: LEASE ADMINISTRATION

 LOS ANGELES CA 90025


	
1293
 NIAGARA FALLS BLVD

 AMHERST NY 14226

	
BOULEVARD
 MALL SPE LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE, SUITE 1360

 CLEVELAND OH 44113-2203


	
197
 WESTBANK EXP, SUITE 1110

 GRETNA LA 70053

	
OAKWOOD
 CENTER

	
OAKWOOD
 SHOPPING CENTER LP

 ATTN: LAW/LEASE DEPT.

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
3301
 VETERANS MEMORIAL BV

 SPACE 8

 METAIRIE LA 70002

	
GREATER
 LAKESIDE CORPORATION

	
AS
 AGENT FOR CAUSEWAY LLC

 3301 VETERANS BLVD, SUITE 209

 METAIRIE LA 70002


	
358
 WEST MARKET STREET

 BLOOMINGTON MN 55425

	
MOAC
 MALL HOLDINGS LLC

	
60
 EAST BROADWAY

 BLOOMINGTON MN 55425-5550













	
 

	
 

	
 


	
2047
 MONTEBELLO TWN CT DR

 MONTEBELLO CA 90640

	
MONTEBELLO
 TOWN CENTER INVESTORS LLC

	
C/O
 UBS REALTY INVESTORS LLC

 2134 TOWN CENTER DR

 MONTEBELLO CA 90640


	
72-840
 HWY 111

 SPACE 309

 PALM DESERT CA 92260

	
WEA
 PALM DESERT L.P.

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BLVD., 12TH FLR

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
2701
 MING AVE

 SPACE 248

 BAKERSFIELD CA 93304

	
VALLEY
 PLAZA MALL

	
BAKERSFIELD
 MALL LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
3111
 MIDWESTERN PKY

 SPACE 910

 WICHITA FALLS TX 76308

	
SIKES
 SENTER, LLC.

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
3049
 WILLIAM ST STE 171

 CAPE GIRARDEAU MO 63703

	
CENTRO
 WEST PARK LLC

	
CENTRO
 WATT

 580 WEST GERMANTOWN PIKE, SUITE# 200

 PLYMOUTH MEETING PA 19462


	
5300
 SAN DARIO

 SUITE 410-C

 LAREDO TX 78041

	
MALL
 DEL NORTE, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 SUITE 500 - CBL CENTER

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421-6000


	
1401
 ROUTE 300, SUITE 156

 NEWBURGH NY 12550

	
NEWBURGH
 CAPITAL GROUP, LLC

	
C/O
 URBAN RETAIL PROPERTIES CO

 900 NORTH MICHIGAN AVENUE

 ATTN:PRESIDENT,MANAGEMNET CO.

 CHICAGO IL 60611


	
1401
 ROUTE 300, SUITE 156

 NEWBURGH NY 12550

	
NEWBURGH
 CAPITAL GROUP, LLC

	
C/O
 URBAN RETAIL PROPERTIES CO

 900 NORTH MICHIGAN AVENUE

 ATTN:PRESIDENT,MANAGEMNET CO.

 CHICAGO IL 60611


	
1058
 W CLUB BLVD

 SPACE 666

 DURHAM NC 27701

	
NORTHGATE
 ASSOCIATES LLLP

	
P.O.
 BOX 2476

 DURHAM NC 27715-2476


	
1058
 W CLUB BLVD

 SPACE 666

 DURHAM NC 27701

	
NORTHGATE
 ASSOCIATES LLLP

	
P.O.
 BOX 2476

 DURHAM NC 27715-2476


	
2825
 S GLENSTONE AVE

 SPACE 108

 SPRINGFIELD MO 65804

	
BATTLEFIELD
 MALL, LLC

	
C/O
 M.S. MANAGEMENT ASSOC. INC

 NATIONAL CITY CENTER

 225 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
1180
 FOX VALLEY CENTER

 AURORA IL 60504

	
FOX
 VALLEY MALL LLC

	
11601
 WILSHIRE BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
1300
 WEST SUNSET RD, SUITE 2113

 HENDERSON NV 890146639

	
RANCH
 CENTER ASSOCIATES LIMITE

	
D
 PARTNERSHIP/A NEVADA LIMITED

 PARTNERSHIP/TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
1500
 APALACHEE PARKWAY

 SPACE 2015

 TALLAHASSEE FL 32301

	
GOVERNOR’S
 SQUARE

	
C/O
 TALLAHASSEE ASSOCIATES

 110 N. WACKER DR.

 CHICAGO IL 60606


	
2700
 MIAMISBURG/CENTERVLE

 SPACE 524

 DAYTON OH 45459

	
DAYTON
 MALL VENTURE LLC

	
C/O
 GLIMCHER DAYTON MALL, INC.

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215














	
 

	
 

	
 


	
3050
 N 5TH ST HWY STE E16

 READING PA 19605

	
GP-FAIRGROUNDS
 SQUARE, L.P.

	
C/O
 JAGER MANAGER, INC.

 610 OLD YORK ROAD

 JENKINTOWN PA 19046


	
9501
 ARLINGTON EXP

 SPACE 140W

 JACKSONVILLE FL 32225

	
REGENCY
 SQUARE MALL

	
C/O
 R.S PROPERTIES, INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
1277
 BROADWAY

 SAUGUS MA 01906

	
MAYFLOWER
 SQUARE ONE, LLC

	
C/O
 SIMON PROPERTY GROUP, L.P.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
154
 PLAZA DRIVE

 WEST COVINA CA 91790

	
PLAZA
 WEST COVINA LP

	
WESTFIELD,
 LLC

 ATTN: LEGAL DEPARTMEMT

 11601 WILSHIRE BLVD, 12TH FL.

 LOS ANGELES CA 90025


	
2100
 INDEPENDNCE CTR DR

 INDEPENDENCE MO 64057-3535

	
SPG
 INDEPENDENCE CENTER, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1910
 WELLS ROAD

 SPACE J9 & J10

 ORANGE PARK FL 32073

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
4502
 SOUTH STEELE ST, SUITE 432 

 TACOMA WA 98409-7225

	
TACOMA
 MALL PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4200
 SOUTH FREEWAY, SUITE 1376

 FORT WORTH TX 76115-1410

	
TOWN
 CENTER MALL, L.P.

	
C/O
 LA GRAN PLAZA

 4200 S. FREEWAY, #2500

 FORT WORTH TX 76115


	
2050
 PONCE BY-PASS SUITE 153

 PONCE PR 00717

	
PLAZA
 DEL CARIBE, S.E.

	
P.O.
 BOX 363268

 SAN JUAN PR 00936-3268


	
1801
 PALM BEACH LAKE BLVD

 SPACE 124

 WEST PALM BEACH FL 33401

	
PALM
 BEACH MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46104


	
2287
 TYRONE SQUARE, SUITE 110

 ST. PETERSBURG FL 33710-3952

	
SIMON
 CAPITAL GP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
7701
 I 40 WEST, SUITE 386

 AMARILLO TX 79121

	
AMARILLO
 MALL, LLC

	
ATTN:
 ASSET MANAGER

 124 JOHNSON FERRY ROAD

 ATLANTA GA 30328


	
905
 SHARPSTOWN CENTER

 HOUSTON TX 77036-5053

	
RAIT
 SHARPSTOWN LLC

	
7500
 BELLAIRE BLVD., SUITE 201

 HOUSTON TX 77036


	
4154
 E HARLEM

 NORRIDGE IL 60706

	
FOREST
 HARLEM PROPERTIES, LP

	
THE
 HARLEM IRVING COMPNAY INC.

 4104 NORTH HARLEM AVENUE

 ATTN: GENERAL COUNSEL

 NORRIDGE IL 60706


	
18900
 MICHIGAN AVE

 SPACE H-102

 DEARBORN MI 48126

	
FAIRLANE
 TOWN CENTER, LLC

	
18901
 MICHIGAN AVENUE

 DEARBORN MI 48127


	
S
 999 WASHINGTON ST

 356 EMERALD SQ, SPC W167

 NORTH ATTLEBOROUGH MA 027603656

	
MAYFLOWER
 EMERALD SQUARE LLC

	
C/O
 SIMON PROPERTY GROUP LP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3500
 OLEANDER DR

 SPACE 136-7

 WILMINGTON NC 28403

	
CENTRO
 INDEPENDENCE LLC

	
C/O
 CENTRO WATT

 580 GERMANTOWN PIKE, SUITE 200

 PLYMOUTH MEETING PA 19462













	
 

	
 

	
 


	
4800
 S HULEN, SUITE 1082

 FORT WORTH TX 76132

	
HULEN
 MALL

	
HULEN
 OWNER, LP

 ATTN: LAW/LEASE ADMIN DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
700
 HAYWOOD RD

 SPACE 1055

 GREENVILLE SC 29607

	
BELLWETHER
 PROPERTIES OF SOUTH CAROLINA, LP

	
M.S.
 MANAGEMENT ASSOCIATES, ONCE

 NATIONAL CITY CENTER

 115 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1000
 TURTLE CREEK DR

 SPACE 360

 HATTIESBURG MS 39402

	
TURTLE
 CREEK L.P.

	
C/O
 CBL & ASSOCIATES MGMT INC.

 2030 HAMILTON PLACE BLVD. 500

 CHATTANOOGA TN 37421-6000


	
1960
 HWY 70 SE

 SPACE 202 & 206

 HICKORY NC 28602

	
VALLEY
 HILLS MALL

	
C/O
 VALLEY HILLS MALL, INC

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2154
 UNIVERSITY SQ MALL

 TAMPA FL 33612

	
SOMEROCK
 UNIVERSITY MALL OWNER, LLC

	
SOMERA
 CAPITAL MANAGEMENT LLC

 ATTN:CHARLIE CHRISTENSEN, CSM

 115 WEST CANON PERDIDO STREET

 SANTA BARBARA CA 93111


	
6401
 BLUEBONNET BLVD

 SPACE 2020

 BATON ROUGE LA 70836

	
MALL
 OF LOUISIANA

	
GGP-MALL
 OF LOUISIANA, LP

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN.

 CHICAGO IL 60606


	
1000
 WEST OAKS MALL

 SPACE 512

 HOUSTON TX 77082

	
GCCFC
 2006-GG7 WESTHEIMER MALL, LLC

	
C/O
 LNR PARTNERS INC.

 ATTN: DIRECTOR OF REAL ESTATE

 1601 WASHINGTON AVENUE, SUITE # 700

 MIAMI BEACH FL 33139


	
7000
 CROSSROADS BLVD

 OKLAHOMA CITY OK 73149

	
MMP
 CROSSROADS, LLC

	
5771
 BLEAUX AVENUE, SUITE A

 SPRINGDALE AR 72762


	
921
 E CHESTER DRIVE

 SPACE 1210

 HIGH POINT NC 27262

	
HIGH
 POINT DEVELOPMENT LIMITED PARTNERSHIP

	
CBL
 & ASSOCIATES PROPERTIES, INC.

 CBL CENTER

 2030 HAMILTON PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421-6000


	
3100
 SW COLLEGE RD

 OCALA FL 34474

	
PADDOCK
 MALL ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3075
 CLAIRTON RD

 WEST MIFFLIN PA 15123

	
CENTURY
 III MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
9401
 WEST COLONIAL DRIVE

 SPACE 344

 OCOEE FL 34761

	
WEST
 OAKS MALL

	
C/O
 WEST OAKS MALL TRUST

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
1627
 OPELIKA RD STE 102

 AUBURN AL 36830-1722

	
MARELDA
 UNIVERSITY VILLAGE MALL, LLC

	
GREGORY
 GREENFIELD & ASSOCIATES, LTD.

 124 JOHNSON FERRY RD. NE

 ATTN: ASSET MANAGER

 ATLANTA GA, 30328


	
7021
 S MEMORIAL DRIVE

 SPACE 106

 TULSA OK 74133

	
WOODLAND
 HILLS MALL, LLC

	
M.S.
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3001
 KNOXVILLE CENTER DR, SUITE 2198

 KNOXVILLE TN 37924

	
KNOXVILLE
 CENTER, L.L.C.

	
C/O
 M.S. MANAGEMENT ASSOCIATES INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
3500
 MCCAIN ROAD

 LONGVIEW TX 75605

	
SIMON
 PROPERTY GROUP(TEXAS)LP

	
225
 W. WASHINGTON

 NATIONAL CITY CENTER

 INDIANAPOLIS IN 46204


	
150
 NORTH SHORE BLVD

 SPACE 2027

 SLIDELL LA 70460

	
SIZELER
 NORTH SHORE GENERAL PARTNERSHIP

	
C/O
 REVENUE PROPERTIES MANAGEMENT COMPANY, INC.

 2542 WILLIAMS BOULEVARD

 NEW ORLEANS LA 70062


	
1067
 W BALTIMORE PIKE

 MEDIA PA 19063

	
SM
 GRANITE RUN MALL LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
300
 PROVIDENCE HWY

 SPACE 334

 DEDHAM MA 02026

	
OCW
 RETAIL - DEDHAM, LLC

	
C/O
 THE WILDER COMPANIES

 800 BOYLSTON STREET, SUITE 1300

 BOSTON MA 02199


	
1116
 GREEN ACRES MALL

 SPACE 068

 VALLEY STREAM NY 11581

	
GREEN
 ACRES MALL, L.L.C.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
129
 E FLAGLER ST

 MIAMI FL 33131

	
THE
 ARDEN COMPANY

	
HARVEY
 R. KLEIN

 333 N. W. 3RD AVENUE

 OCALA FL 34475-0000


	
7007
 FRIARS ROAD

 SPACE 730

 SAN DIEGO CA 92108

	
FASHION
 VALLEY MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
8300
 SUDLEY ROAD

 SPACE M-5

 MANASSAS VA 20109

	
MANASSAS
 OWNER, L.L.C.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VIE PRESIDENT-RETAIL REAL ESTATE

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
S
 8001 ORANGE BLOSSOM TRL, SUITE 722

 ORLANDO FL 328097667

	
FLORIDA
 MALL ASSOCIATES LTD.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
9407
 W ATLANTIC BLVD

 CORAL SPRINGS FL 33071-6945

	
CORAL
 CS-LTD ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON ST

 INDIANAPOLIS IN 46204-3438


	
20505
 SOUTH DIXIE HWY

 SPACE 935

 CUTLER BAY FL 33189

	
SOUTHLAND
 MALL PROPERTIES, LLC

	
GUMBERG
 ASSET MGMT CORP

 3200 NORTH FEDERAL HIGHWAY

 FT LAUDERDALE FL 33306


	
250
 GRANITE STREET

 SPACE 1099

 BRAINTREE MA 02184-2804

	
BRAINTREE
 PROPERTY ASSOCIATES LP

	
C/O
 M.S. MANAGEMENT ASSOCIATES

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
485
 ARSENAL STREET

 WATERTOWN MA 02472

	
SPG
 ARSENAL, LP

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
23000
 EUREKA ROAD

 TAYLOR MI 48180

	
SOUTHLAND
 CENTER

	
SOUTHALND
 CENTER, LLC

 ATTN: LAW/LEASE ADMIN DEPT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
114
 SMITHHAVEN MALL

 LAKE GROVE NY 11755

	
MALL
 AT SMITH HAVEN, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
525
 F.D. ROOSEVELT

 SPACE 506

 SAN JUAN PR 00918

	
PLAZA
 LAS AMERICAS, INC

	
PO
 BOX 363268

 SAN JUAN PR 00936-3268













	
 

	
 

	
 


	
HWY
 2 RD 343

 KILOM 159.4

 MAYAGUEZ PR 00680

	
EMPRESAS
 PUERTORRIQUENAS DE

	
DESARROLLO,
 INC.

 304 PONCE DE LEON AVENUE, SUITE 1100

 HATO REY PR 00918


	
9409
 US HWY 19 NORTH

 SPACE 667

 PORT RICHEY FL 34668

	
GULF
 VIEW ASSOCIATES

	
M.S.
 MANAGEMENT ASSOCIATES, INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
9409
 US HWY 19 NORTH

 SPACE 667

 PORT RICHEY FL 34668

	
GULF
 VIEW ASSOCIATES

	
M.S.
 MANAGEMENT ASSOCIATES, INC.

 226 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46205


	
4511
 N MIDKIFF ROAD

 SPACE C31-32

 MIDLAND TX 79705

	
MIDLAND
 PARK MALL, LP

	
MS
 MANAGEMENT ASSOCIATES, INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
630
 OLD COUNTRY ROAD

 SPACE 0257

 GARDEN CITY NY 11530

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
630
 OLD COUNTRY ROAD

 SPACE 0257

 GARDEN CITY NY 11530

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2700
 COLORADO BLVD

 SPACE 236

 LOS ANGELES CA 90041-1082

	
CENTRO
 WATT

	
CENTRO
 EAGLE ROCK LLC

 580 WEST GERMANTOWN PIKE

 SUITE# 200

 PLYMOUTH MEETING PA 19462


	
20131
 HIGHWAY 59 NORTH

 SPACE 1026/1030

 HUMBLE TX 77338-2350

	
DEERBROOK
 MALL, LLC

	
C/O
 GENERAL GROWTH PROPERTIES,

 INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
100
 HWY 332 W, SUITE 1306

 LAKE JACKSON TX 77566

	
BRAZOS
 OUTLETS CENTER LLC

	
PRIME
 RETAIL, LP

 217 EAST REDWOOD ST., 20TH FLR

 ATTN: OFFICE OF THE GENERAL COUNSEL

 BALTIMORE MD 21202


	
7925
 FM 1960 RD WEST

 SPACE 1014

 HOUSTON TX 77070

	
WILLOWBROOK
 MALL (TX)LLC

	
ATTN:
 GENERAL COUNSEL

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
849
 E COMMERCE STREET

 SPACE 383

 SAN ANTONIO TX 78205

	
NEW
 RIVERCENTER MALL II L.P

	
ASHKENAZY
 ACQUISITION CORP.

 ATTN: JOE PRESS

 433 5TH AVENUE, STE 200

 NEW YORK NY 10016


	
11401
 NW 12TH ST, SUITE 270

 MIAMI FL 331726910

	
DOLPHIN
 MALL ASSOCIATES LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48304


	
11401
 NW 12TH ST, SUITE 270

 MIAMI FL 33172-6910

	
DOLPHIN
 MALL ASSOCIATES LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48304


	
764
 ALBERTA DRIVE

 SPACE 473

 AMHERST NY 14226

	
BOULEVARD
 MALL SPE LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE, SUITE 1360

 CLEVELAND OH 44113-2203


	
4107
 S YALE AVE

 TULSA OK 74135

	
TULSA
 PROMENADE, LLC

	
150
 EAST GAY STREET

 COLUMBUS OH 43215


	
4600
 S MEDFORD DR

 SPACE 1252-1258

 LUFKIN TX 75901

	
LUFKIN
 GKD PARTNERS LP

	
GK
 DEVELOPMENT

 303 EAST MAIN STREET, SUITE# 201

 BARRINGTON IL 60010













	
 

	
 

	
 


	
4310
 BUFFALO GAP RD

 SPACE 1116

 ABILENE TX 79606

	
TENANTS
 IN COMMON OWNERS OF MALL OF ABILENE

	
GREGORY
 GREENFIELD & ASSOCIATES, LTD., ADVISER

 124 JOHNSON FERRY ROAD

 ATTTN: ASSET MANAGER, MALL OF ABILENE

 ATLANTA GA 30328


	
2200
 10TH STREET

 MCALLEN TX 78503

	
SIMON
 PROPERTY GROUP (TEXAS) L.P.

	
M.S.
 MANAGEMENT ASSOC, INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3662
 CAMP WISDOM RD

 SPACE 2005

 DALLAS TX 75237

	
3662.
 W CAMP WISDOM LLC

	
C/O
 THE WOODMONT COMPANY

 2100 W. 7TH STREET

 FORT WORTH TX 70107 


	
1401
 GREENBRIAR PKWY

 SPACE 2034

 CHESAPEAKE VA 23320

	
GREENBRIER
 MALL II, LLC

	
C/O
 CBL & ASSOCIATES MGMT. INC

 CBL CENTER - SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421-6000


	
3320
 US HWY 1 UNIT 190

 LAWRENCEVILLE NJ 08648

	
QUAKER
 BRIDGE MALL

	
152
 QUAKER BRIDGE MALL

 LAWRENCEVILLE

 NJ

 08650


	
401
 NE NORTHGATE WAY

 SPACE 753

 SEATTLE WA 98125-8524

	
NORTHGATE
 MALL PARTNERSHIP

	
C/O
 M.S. MGMT SERVICES

 NATIONAL CITY CENTER

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-0000


	
10
 SOUTH 69TH STREET

 UPPER DARBY PA 19082

	
69TH
 STREET RETAIL MALL LP

	
AAC
 MANAGEMENT CORP

 ATTN: JIMENA WATSON

 433 5TH AVENUE SUITE# 400

 NEW YORK NY 10016


	
5065
 MAIN STREET

 TRUMBULL CT 06611

	
TRUMBULL
 SHOPPING CENTER#2 LLC

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025


	
1201
 BOSTON POST RD

 SPACE 2062

 MILFORD CT 06460

	
THE
 CONNECTICUT POST LTD PTR

	
C/O
 WESTFIELD CORPORATION

 11601 WILSHIRE BLVD., 12TH FL.

 LOS ANGELES CA 90025


	
1655
 BOSTON ROAD

 UNIT E5

 SPRINGFIELD MA 01129-1365

	
EASTFIELD
 ASSOCIATES, L.L.C.

	
C/O
 MOUNTAIN DEVELOPMENT CORP.

 100 DELAWANNA AVENUE, STE. 100

 P.O. BOX 1069

 CLIFTON NJ 07014-1069


	
4945-49
 CLIO RD

 HALLWOOD PLAZA

 FLINT MI 48504

	
HALLWOOD
 PLAZA, INC.

	
20411
 W. TWELVE MILE ROAD, SUITE 201

 SOUTHFIELD MI 48076


	
8880
 E EIGHT MILE RD

 DETROIT MI 48234

	
DDRC
 MICHIGAN LLC

	
C/O
 DEVELOPERS DIVERSIFIED

 REALTY CORPORATION

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
614
 W 14 MILE ROAD

 TROY MI 48083

	
URBANCAL
 OAKLAND MALL, LLC

	
URBAN
 RETAIL PROPERTIES LLC

 ATTN: LEN W. TOBIASKI

 900 NORTH MICHIGAN AVENUE, SUITE 900

 CHICAGO IL 60611


	
32166
 BEACONFIELD ST

 ROSEVILLE MI 48066

	
MACOMB
 MALL, LLC

	
C/O
 THOR EQUITIES, LLC

 ATTN: LINO SOLIS, ESQ.

 25 WEST 39TH STREET, 11TH FLOOR

 NEW YORK NY 10018













	
 

	
 

	
 


	
3252
 WEST ROOSEVELT

 CHICAGO IL 60624

	
BR
 LAWNDALE PLAZA LLC

	
22900
 VENTURA BLVD, 

 SUITE# 200

 WOODLAND HILLS CA 91364


	
2150
 NORTHWOODS BLVD

 SPACE K-824

 NORTH CHARLESTON SC 29406

	
NORTH
 CHARLESTON JOINT VENTURE II, LLC

	
CBL
 & ASSOCIATES MGMT. INC.

 NORTHWOODS MALL OFFICE

 2150 NORTHWOODS BLVD UNIT #60

 CHATTANOOGA TN 37421-6000


	
112
 W 87TH STREET

 CHICAGO IL 60620

	
INLAND
 REAL ESTATE - ILLINOIS LLC

	
INLAND
 COMMERCIAL PROPERTY MGMT, INC

 2901 BUTTERFIELD ROAD

 OAK BROOK IL 60523


	
2959
 WEST 159TH ST

 MARKHAM IL 60426

	
CANTERBURY
 PLAZA PROPERTIES LTD

	
GRUBB
 & ELLIS MGMT SVCS INC.

 500 WEST MONROE STREET, SUITE# 2800

 CHICAGO IL 60661


	
2655
 RICHMOND AVE

 SPACE 137

 STATEN ISLAND NY 10314

	
ROUSE
 SI SHOPPING CENTER, LLC

	
GENERAL
 GROWTH COMPANY

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
3030
 PLAZA BONITA RD

 SPACE 1192

 NATIONAL CITY CA 91950

	
PLAZA
 BONITA LP

	
C/O
 WESTFIELD CORPORATION

 11601 WILSHIRE BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025


	
2525
 EL CAMINO REAL, SUITE 114

 CARLSBAD CA 920081206

	
PLAZA
 CAMINO REAL

	
11601
 WILSHIRE BLVD, 12TH FLOOR

 LOS ANGELES CA 90025


	
124
 N DARTMOUTH MALL

 SPACE F-5

 NORTH DARTMOUTH MA 02747

	
PR
 NORTH DARTMOUTH, LLC

	
C/O
 PREIT SERVICES, LLC, SUITE 300

 200 SOUTH BROAD STREET

 PHILADELPHIA PA 19102


	
262
 SWANSEA MALL DRIVE, SUITE 730

 SWANSEA MA 02777

	
CARLYLE
 SWANSEA PARTNERS, LLC

	
C/O
 CARLYLE DEVELOPMENT GROUP, INC.

 TWO GANNETT DRIVE, SUITE 201

 WHITE PLAINS NY 10604


	
2897
 THIRD AVENUE

 BRONX NY 10455-2625

	
2897
 THIRD AVENUE, LLC

	
ATTENTION:
 ABE HANAN

 43 HALL STREET

 BROOKLYN NY 11205


	
5353
 KINGS PLAZA

 BROOKLYN NY 11234

	
ALEXANDER’S
 KINGS PLAZA, LLC

	
C/O
 VORNADO REALTY TRUST

 210 ROUTE 4 EAST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 PARAMUS NJ 07652


	
1700
 W NEW HAVEN AVE

 SPACE 863

 MELBOURNE FL 32904

	
MELBOURNE-JCP
 ASSOCIATES, LTD

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1685
 W 49TH STREET

 SPACE 1124

 HIALEAH FL 33012

	
WESTLAND
 MALL LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD., 11TH FLOOR

 LOS ANGELES CA 90025


	
30
 MALL WALK 

 YONKERS NY 10704

	
BROOKS
 SHOPPING CENTER LLC

	
MACERICH
 COMPANY

 401 WILSHIRE BLVD, SUITE# 700

 SANTA MONICA CA 90401


	
1455
 NW 107TH AVENUE, SUITE 116

 DORAL FL 33172-2709

	
MALL
 AT MIAMI INTERNATIONAL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
100
 CAMBRIDGESIDE PLACE, SUITE 208

 CAMBRIDGE MA 02141

	
CAMBRIDGESIDE
 GALLERIA ASSOCS

	
C/O
 NEW ENGLAND DEVELOPMENT

 ONE WELLS AVENUE

 NEWTON MA 02159


	
100
 CAMBRIDGESIDE PLACE, SUITE 208

 CAMBRIDGE MA 02141

	
CAMBRIDGESIDE
 GALLERIA ASSOCS

	
C/O
 NEW ENGLAND DEVELOPMENT

 ONE WELLS AVENUE

 NEWTON MA 02159













	
 

	
 

	
 


	
2600
 SAWGRASS MILLS CIRCL

 SPACE 1403

 SUNRISE FL 33323

	
SAWGRASS
 MILLS PHASE III, LLP

	
SIMON
 PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
201
 E MAGNOLIA BLVD

 SPACE 204

 BURBANK CA 91501

	
BURBANK
 MALL ASSOCIATES, LLC

	
C/O
 CROWN REALTY & DEV. CORP.

 18201 VON KARMAN AVENUE, SUITE 950

 IRVINE CA 92612


	
4300
 MEADOWS LANE

 LAS VEGAS NV 89107

	
GGP
 MEADOWS MALL, LLC

	
THE
 MEADOWS MALL

 110 NORTH WACKER DRIVE

 ATT; LAW/LEASING DEPARTMENT

 CHICAGO IL 60606


	
200
 WESTGATE DRIVE, SUITE 65

 BROCKTON MA 02301-1810

	
WESTGATE
 BROCKTON MALL, LLC

	
ATTN:
 ASSET MANAGER-WESTGATE BROCKTON

 124 JOHNSON FERRY ROAD NE

 ATLANTA GA 30328


	
315
 N TELEGRAPH RD, SUITE 111

 WATERFORD MI 48328

	
WADED,
 LLC

	
SUMMIT
 PLACE

 MALL MANAGEMENT OFFICE

 315 N. TELEGRAPH ROAD

 WATERFORD MI 48328


	
400
 BALD HILL ROAD, SUITE 207

 WARWICK RI 02886

	
WARWICK
 MALL L.L.C.

	
C/O
 BLISS PROPERTIES, INC.

 P.O. BOX 2513

 PROVIDENCE RI 02906-0513


	
6170
 WEST GRAND AVENUE

 GURNEE IL 60031

	
MALL
 AT GURNEE MILLS, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
165
 E 125TH STREET

 NEW YORK NY 100351748

	
BDG
 GOTHAM PLAZA, LLC

	
C/O
 BLUMENFELD DEVELOPMENT

 GROUP, LTD

 300 ROBBINS LANE

 SYOSSET NY 11791-4498


	
16201
 FORD RD, SUITE 127

 DEARBORN MI 48126-2945

	
RAMCO
 FAIRLANE LLC

	
31500
 NORTHWESTERN HIGHWAY. SUITE 300

 FARMINGTON HILLS MI 48334


	
3111
 S 31ST STREET, SUITE 3031

 TEMPLE TX 76502

	
COYOTE
 TEMPLE MALL L.P.

	
16475
 DALLAS PARKWAY, SUITE 250

 ADDISON TX 75001


	
2400
 RICHMOND RD STE 121

 TEXARKANA TX 75503-2464

	
GG&A
 CENTRAL MALL PARTNERS, L.P.

	
124
 JOHNSON FERRY ROAD

 ATTN:ASSET MANAGER, CENTRAL MALL-TEXARKANA

 ATLANTA GA 30328


	
4101
 E 42ND STREET

 SPACE E-16

 ODESSA TX 79762

	
MCM
 PROPERTIES LTD.

	
C/O
 MUSIC CITY MALL

 4101 E. 42ND STREET

 ODESSA TX 79762


	
2370
 NORTH EXPRESSWAY, SUITE 1074

 BROWNSVILLE TX 78526

	
CBL
 SM-BROWNSVILLE, LLC

	
C/O
 CBL & ASSOCIATES, INC.

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421


	
303
 301 BLVD W STE 635

 BRADENTON FL 34205-7949

	
DEBARTOLO
 CAPITAL LP

	
C/O
 M.S. MANAGEMENT ASSOC, INC.

 NATIONAL CITY CENTER

 115 W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3050
 NW FEDERAL HWY

 JENSEN BEACH FL 34957-4446

	
TREASURE
 COAST-JCP ASSOCS., LTD

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3437
 MASONIC DRIVE

 SPACE 1170

 ALEXANDRIA LA 71301

	
ALEXANDRIA
 MAIN MALL LLC

	
GENERAL
 GROWTH MANAGEMENT, INC.

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
4700
 MILHAVEN ROAD

 MONROE LA 71203

	
PECANLAND
 MALL

	
GGP-PECANLAND,
 LP

 ATTN;LAW/LEASING ADMIN DEPT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
S
 3773 HICKORY RIDGE MALL

 SPACE 521

 MEMPHIS TN 38115

	
WORLD
 OVER COMERS OUTREACH MINISTRIES CHURCH, INC.

	
C/O
 HICKORY RIDGE MALL

 6075 WINCHESTER RD

 MEMPHIS TN 38115 


	
8401
 GATEWAY BLVD WEST

 SPACE P-5

 EL PASO TX 79925

	
SIMON
 PROPERTY GROUP (TX) L.P.

	
C/O
 M.S. MGMT ASSOCIATES, INC

 NATIONAL CITY CENTER

 225 W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
5252
 HICKORY HOLLOW PKWY

 SPACE 2039

 ANTIOCH TN 370133073

	
HICKORY
 HOLLOW MALL LIMITED PARTNERSHIP

	
CBL
 & ASSOCIATES PROPERTIES INC

 CBL CENTER

 2030 HAMILTON PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421-6000


	
2950
 EAST TEXAS BLVD

 BOSSIER CITY LA 71111

	
PIERRE
 BOSSIER MALL

	
PIERRE
 BOSIER MALL, LP

 ATTN: LAW/LEASE ADMINISTRATION DEPARTMENT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
6413
 SPRINGFIELD MALL

 SPRINGFIELD VA 22150-1710

	
FRANCONIA
 TWO, L.P.

	
C/O
 VORNADO REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
1001
 BARNES CROSSING RD

 SPACE 606

 TUPELO MS 38804

	
TUP
 130, LLC

	
DAVID
 HOCKER & ASSOCIATES, IN

 1901 FREDERICA STREET

 OWENSBORO KY 42301-4818


	
408
 FULTON STREET

 BROOKLYN NY 11201

	
408
 416 FULTON STREET LLC

	
C/O
 WHARTON REALTY

 500 FIFTH AVENUE, 54TH FLOOR

 NEW YORK NY 10110


	
6
 SOUTH BROADWAY

 YONKERS NY 10701

	
NEW
 MAIN STREET BROADWAY, LLC

	
464
 AVENUE U, SUITE 2-R

 BROOKLYN NY 11223


	
7800
 W BROWN DEER RD

 MILWAUKEE WI 53223

	
IRET
 BROWN DEER L L C

	
C/O
 INLAND COMPANIES INC

 839 NORTH JEFFERSON ST STE 400

 MILWAUKEE WI 53202


	
SUITE
 A

 ELLICOTT CITY MD 21042

	
CARR
 ASSOCIATES

	
10304-A
 BALTIMORE NATIONAL PIKE

 ELICOTT CITY MD 21042


	
OFFICE
 NO. 5

 OSTERVILLE MA 02655

	
PHILIP
 C MCCARTIN SR

	
872
 MAIN STREET

 OSTERVILLE MA 02655


	
SUITE
 662 & 663

 ADDISON TX 75001

	
ABT
 EXECUTIVE SUITES

	
15851
 DALLAS PARKWAY STE 600

 ADDISON TX 75001


	
6310
 N PORT WASHINGTON RD

 GLENDALE WI 53217

	
BIECK
 MANAGEMENT, INC.

	
KIMBERLY
 MANTZ

 5205 N. IRONWOOD ROAD

 GLENDALE WI 53217


	
2323
 NAPERVILLE RD

 SPACE 180

 NAPERVILLE IL 60563

	
DANADA
 CENTER 108 LLC

	
DORIS
 RODRIGUEZ

 3105 N. ASHLAND AVENUE #350

 CHICAGO IL 60657


	
8215
 SW TUALATIN-

 SHERWOOD RD, SUITE 200

 TUALATIN OR 97062

	
LAKESIDE
 LEASING, INC.

	
C/O
 STOUTT EXECUTIVE SERVICES, INC.

 SUITE 200

 8215 TULATIN-SHERWOOD ROAD

 TUALATIN OR 97062


	
1755B
 SE AA HIGHWAY

 BLUE SPRINGS MO 64014

	
AA
 STORAGE

	
RICK
 SMITH

 8521 S. CORN CEMETERY ROAD

 OAK GROVE MO 64075













	
 

	
 

	
 


	
300
 WEST LEXINGTON ST

 BALTIMORE MD 21201

	
BDC
 LEXINGTON LLC

	
C/O
 BERENSTEIN MANAGEMENT CORP

 5301 WISCONSIN AVE NW, SUITE 600

 WASHINGTON DC 20015


	
1755
 THE EXCHANGE, SUITE 200

 ATLANTA GA 30339

	
MATTHIES
 DEVELOPMENT CORP.

	
2759
 DELK ROAD, SUITE 2000

 MARIETTA GA 30067


	
2401
 WEST PARK ROW, SUITE 200

 ARLINGTON TX 76013

	
CHERYL
 OGLE

	
WESTBURY
 SQUARE

 PO BOX 161086

 AUSTIN TX 78716


	
6800
 OWENSMOUTH AVE

 CANOGA PARK CA 91303

	
ECI
 OWENSMOUTH LLC

	
PARKSTONE
 COMPANIES

 PO BOX 6146

 THOUAND OAKS CA 91359-6146


	
1701
 EAST WOODFIELD RD, SUITE 638

 SCHAUMBURG IL 60173

	
1701
 EAST WOODFIELD ROAD LLC

	
1701
 EAST WOODFIELD RD, SUITE# 423

 SCHAUMBURG IL 60173


	
ONE
 CHERRY HILL SUITE 430

 ONE MALL DRIVE

 CHERRY HILL NJ 08002

	
BALA CYNWYD
 ASSOCIATES LP

	
ATTN:
 CHRIS SULPIZIO, BUILDING MANAGER

 555 E. CITY AVENUE, SUITE 250

 BALA CYNWYD PA 19004



	
3543
 SIMPSON FERRY ROAD

 CAMP HILL PA 17011

	
MID
 SOUTH BUILDING SUPPLY, INC.

	
7940
 WOODRUFF COURT

 SPRINGFIELD VA 22151


	
639
 EAST BOUGHTON STREET

 SUITE 110, SPACE 670

 BOLINGBROOK IL 60440

	
FC
 JANES PARK, LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE, SUITE 1360

 CLEVELAND OH 44113-2267


	
2000
 COASTAL GRAND CIRCLE, SUITE 485

 MYRTLE BEACH SC 29577-9621

	
COASTAL
 GRAND, LLC

	
C/O
 CBL & ASSOCIATES MGT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421


	
101
 INDEPENDENCE MALL WAY

 SMITH’S LANE SP A114

 KINGSTON MA 02364

	
INDEPENDENCE
 CENTER LLC

	
C/O
 THE PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
1801
 NW HWY 19

 SPACE 131

 CRYSTAL RIVER FL 34428

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3100
 SW COLLEGE RD, SUITE 296

 OCALA FL 34474

	
PADDOCK
 MALL ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANPOLIS IN 46204-3438


	
7701
 I 40 WEST

 SPACE 376

 AMARILLO TX 79121

	
AMARILLO
 MALL, LLC

	
ATTN:
 ASSET MANAGER

 124 JOHNSON FERRY ROAD

 ATLANTA GA 30328


	
470
 LEWIS AVENUE

 SPACE 4020

 MERIDEN CT 06451

	
MERIDEN
 SQUARE #2, #3 LLC

	
11601
 WILSHIRE BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
1815
 HAWTHORNE BLVD, SUITE 354

 REDONDO BEACH CA 90278-3444

	
SOUTH
 BAY CENTER, LLC

	
C/O
 FOREST CITY MGMT., INC.

 COMMERCIAL DIV./TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2203


	
2059
 NEW PARK MALL

 NEWARK CA 94560

	
ALAMEDA
 MALL ASSOC 50% UNDIVID

	
ED
 INTEREST & GGP-NEWPARK LLC

 50% UNDIVIDED INTEREST

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
2059
 NEW PARK MALL

 NEWARK CA 94560

	
ALAMEDA
 MALL ASSOC 50% UNDIVID

	
ED
 INTEREST & GGP-NEWPARK LLC

 50% UNDIVIDED INTEREST

 111 N. WACKER DRIVE 

 CHICAGO IL 60606













	
 

	
 

	
 


	
2550
 SOMERSVILLE RD

 SPACE 35

 ANTIOCH CA 94509

	
THE
 MACERICH PARTNERSHIP, L.P.

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD,SUITE 700

 SANTA MONICA CA 90401


	
8401
 GATEWAY WEST

 SPACE Q03A

 EL PASO TX 79925

	
SIMON
 PROPERTY GROUP (TX) L.P.

	
C/O
 M.S. MGMT ASSOCIATES, INC

 NATIONAL CITY CENTER

 225 W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2008
 INDEPENDENCE CTR DR

 INDEPENDENCE MO 64057

	
SPG
 INDEPENDENCE CENTER, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2008
 INDEPENDENCE CTR DR

 INDEPENDENCE MO 64057

	
SPG
 INDEPENDENCE CENTER, LLC

	
INDEPENDENCE
 CENTER

 2035 INDEPENDENCE CENTER DRIVE

 INDEPENDENCE MO 64057


	
224
 ALTON SQUARE

 ALTON IL 62002

	
COYOTE
 ALTON MALL, LP

	
16475
 DALLAS PARKWAY, SUITE 250

 ADDISON TX 75001


	
11223
 W 95TH STREET

 SPACE 33

 OVERLAND PARK KS 66214

	
OAK
 PARK MALL, LLC

	
C/O
 CBL & ASSOCIATES MGMT, INC.

 SUITE 500-CBL CENTER

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
248
 LINCOLN MALL DRIVE

 MATTESON IL 60443

	
REALTY
 AMERICA GROUP L.P.

	
LINCOLN
 MALL

 5440 HARVEST HILL ROAD,. SUITE 237

 DALLAS TX 75230


	
4897
 FASHION SQUARE ML

 SPACE 401

 SAGINAW MI 48604

	
JG
 SAGINAW, LLC.

	
CBL
 & ASSOCIATES MGMT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421-6000



	
212
 LEHIGH VALLEY MALL

 WHITEHALL PA 18052

	
MALL
 AT LEHIGH VALLEY LP

	
C/O
 KRAVCO COMPANY

 234 GODDARD BOULEVARD

 P.O. BOX 135

 KING OF PRUSSIA PA 19406


	
750
 SUNLAND PARK DR

 SPACE G3

 EL PASO TX 79912-6850

	
SIMON
 PROPERTY GROUP (TEX) LP

	
115
 WEST WASHINGTON ST

 INDIANAPOLIS IN 46204


	
4700
 MILHAVEN ROAD

 STE 1266 & 1267

 MONROE LA 71203

	
PECANLAND
 MALL

	
GGP-PECANLAND,
 LP

 ATTN;LAW/LEASING ADMIN DEPT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3437
 MASONIC DRIVE

 SPACE 1554

 ALEXANDRIA LA 71301

	
ALEXANDRIA
 MAIN MALL LLC

	
GENERAL
 GROWTH MANAGEMENT, INC.

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
9793
 CAROUSEL CENTER

 SYRACUSE NY 13290

	
CAROUSEL
 CENTER COMPANY, L.P.

	
C/O
 THE PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
9793
 CAROUSEL CENTER

 SYRACUSE NY 13290

	
CAROUSEL
 CENTER COMPANY, L.P.

	
C/O
 THE PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202













	
 

	
 

	
 


	
2132
 TOWN EAST MALL

 MESQUITE TX 75150

	
TOWN
 EAST MALL PARTNERSHIP

	
C/O
 GENERAL GROWTH MGMT., INC.

 110 NORTH WACKER DRIVE

 ATTN: SR. VICE PRESIDENT-MGMT.

 CHICAGO IL 60606


	
2132
 TOWN EAST MALL

 MESQUITE TX 75150

	
TOWN
 EAST MALL PARTNERSHIP

	
C/O
 GENERAL GROWTH MGMT., INC.

 110 NORTH WACKER DRIVE

 ATTN: SR. VICE PRESIDENT-MGMT.

 CHICAGO IL 60606


	
1305
 METROCENTER

 SPACE 61

 JACKSON MS 39209

	
JACKSON
 METROCENTER MALL LTD.

	
CANNON
 COMMERCIAL

 RE: METROCENTER MALL

 10850 WILSHIRE BLVD. STE 1050

 LOS ANGELES CA 90024


	
400
 S BALDWIN AVE

 SUITE 435-U

 ARCADIA CA 91007

	
SANTA
 ANITA SHOPPINGTOWN LP

	
11601
 WILSHIRE BLVD, 11TH FLOOR

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
4500
 N ORACLE ROAD

 SPACE 321

 TUCSON AZ 85705-8012

	
GGP-TUCSON
 MALL LLC

	
C/O
 GGP-TUCSON MALL LLC

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASING DEPARTMENT

 CHICAGO IL 60606


	
176
 BELLEVUE SQUARE

 BELLEVUE WA 98004

	
BELLEVUE
 SQUARE MANAGERS, INC.

	
575
 BELLEVUE SQUARE

 BELLEVUE WA 98004


	
176
 BELLEVUE SQUARE

 BELLEVUE WA 98004

	
BELLEVUE
 SQUARE MANAGERS, INC.

	
575
 BELLEVUE SQUARE

 BELLEVUE WA 98004


	
4350
 24TH AVENUE

 SPACE 137

 FORT GRATIOT MI 48059

	
BIRCHWOOD
 MALL

	
C/O
 BIRCHWOOD MALL PARTNERS

 L.L.C.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1585
 SOUTHDALE CENTER

 EDINA MN 55435-7005

	
SOUTHDALE
 LIMITED PARTNERSHIP

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
5308
 PACIFIC AVE

 SPACE 4

 STOCKTON CA 95207

	
STONE
 BROS. AND ASSOCIATES

	
A
 GENERAL PARTNERSHIP

 5757 PACIFIC AVENUE, SUITE 220

 STOCKTON CA 95207


	
755
 ROUTE 18

 SPACE 208

 EAST BRUNSWICK NJ 08816

	
RUES
 PROPERTIES INC.

	
B.S.
 SHOPPING CENTER CORP.

 C/O EDWARD J. DEBARTOLO

 7620 MARKET STREET

 YOUNGSTOWN OH 44513


	
6002
 SLIDE RD

 SP D-1 PO 68010

 LUBBOCK TX 79414

	
MACERICH
 LUBBOCK LIMITED PARTNERSHIP

	
MACERICH
 COMPANY

 P.O. BOX 2172

 401 WILSHIRE BOULEVARD, STE 700

 SANTA MONICA CA 90401


	
525
 F.D. ROOSEVELT

 SPACE 495

 SAN JUAN PR 00918

	
PLAZA
 LAS AMERICAS, INC.

	
P.O.
 BOX 363268

 SAN JUAN PR 00936-3268


	
20131
 HIGHWAY 59 NORTH

 SPACE 2038

 HUMBLE

 TX

 77338

	
DEERBROOK
 MALL, LLC

	
C/O
 GENERAL GROWTH PROPERTIES,

 INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
22500
 TOWN CIRCLE

 SPACE 1177

 MORENO VALLEY CA 92553-7514

	
GGP-MORENO
 VALLEY, INC.

	
MORENO
 VALLEY MALL

 C/O GGP-MORENO VALLEY INC.

 110 N. WACKER DR.

 CHICAGO

 IL

 60606


	
2
 GALLERIA MALL DRIVE

 SPACE B105

 TAUNTON MA 02780

	
SILVER
 CITY GALLERIA LLC

	
C/O
 GENERAL GROWTH MGMT, INC.

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
7
 BACKUS AVENUE

 SUITE E-506

 DANBURY CT 06810

	
DANBURY
 FAIR MALL, LLC

	
401
 WILSHIRE BOULEVARD, SUITE 700

 SANTA MONICA CA 90401


	
FREGOSA
 AVE SPACE 222

 PO BOX 8949

 CAROLINA PR 00988-8949

	
PLAZA
 CAROLINA MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
FREGOSA
 AVE SPACE 222

 PO BOX 8949

 CAROLINA PR 00988-8949

	
PLAZA
 CAROLINA MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
LOCAL
 38

 YAUCO PR 00698

	
B.V.
 PROPERTIES, INC.

	
YAUCO
 PLAZA 1

 SHOPPING CENTER 137

 YAUCO PR 00698


	
DEDIEGO
 EXP & COMERIO AV

 SPACE 51

 BAYAMON PR 00961

	
DDR
 RIO HONDO LLC, SE

	
DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 ATTN: EXECUTIVE VICE PRESIDENT LEASING

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
LOCAL
 49

 CARRETERA 3 KM. 134.7

 GUAYAMA PR 00784

	
PLAZA
 GUAYAMA, S.E.

	
ADMINISTRATIVE
 OFFICE

 STATE ROAD #3

 KM 134.7

 GUYAMA PR 00784


	
AVE
 SAN PATRICIO

 CAPARRA PR 00922

	
CAPARRA
 CENTER ASSOCIATES, SE

	
P.O.
 BOX 9506

 SAN JUAN PR 00908-9506


	
95
 N MOORLAND ROAD

 SPACE B-10

 BROOKFIELD WI 53005

	
BROOKFIELD
 SQ JOINT VENTURE

	
CBL
 & ASSOCIATES MGMT

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
209
 WEST TOWN MALL

 SPACE A36

 MADISON WI 53719

	
MADISON/WEST
 TOWNE, LLC

	
C/O
 CBL & ASSOCIATES MGMT, INC

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
8501
 W BOWLES AVE

 SPACE 2D-107

 LITTLETON CO 80123

	
SOUTHWEST
 PLAZA, L.L.C.

	
C/O
 GENERAL GROWTH PROP., INC.

 110 NORTH WACKER DRIVE

 ATT: LAW/LEASE ADMIN. DEPT

 CHICAGO IL 60606


	
5491
 W 88TH AVE

 SPACE 139

 WESTMINSTER CO 80031

	
WESTMINSTER
 MALL COMPANY

	
C/O
 M.D. I, INC.

 5201 JOHNSON DRIVE, SUITE 411

 ATTN: LAW DEPARTMENT

 MISSION KS 66205


	
3702
 FREDERICK BLVD

 SPACE 100

 ST. JOSEPH MO 64506

	
BELT
 HIGHWAY LP

	
EAST
 HILLS MALL C/O THE

 MANAGEMENT OFFICE

 3703 FREDERICK BLVD.

 ST. JOSEPH MO 64507













	
 

	
 

	
 


	
1200
 E COUNTY LINE RD, SUITE 219

 RIDGELAND MS 39157

	
NORTHPARK
 MALL L.P.

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4750
 N DIVISION ST, SUITE 165

 SPOKANE WA 99207

	
NORTH
 TOWN MALL

	
PRICE
 SPOKANE LIMITED PARTNERSHIP

 110 N WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
223
 REYNOLDS RD STE 58

 JOHNSON CITY NY 13790

	
OAKDALE
 MALL ASSOCIATES LP

	
C/O
 VORNADO REALTY TRUST

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
6020
 E 82ND ST STE 632

 INDIANAPOLIS IN 46250-0029

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
10202
 E WASHINGTON STREET

 SPACE 392

 INDIANAPOLIS IN 46229

	
WASHINGTON
 SQUARE MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3919
 LAFAYETTE ROAD

 SPACE 528

 INDIANAPOLIS IN 46254

	
CINEMA
 VETERANS, LLC

	
C/O
 ASHKENAZY ACQUISITION CORPORATION

 433 5TH AVE, 2ND FL

 NEW YORK NY 10016


	
3919
 LAFAYETTE ROAD

 SPACE 528

 INDIANAPOLIS IN 46254

	
CINEMA
 VETERANS, LLC

	
C/O
 ASHKENAZY ACQUISITION CORPORATION

 434 5TH AVE, 3RD FL

 NEW YORK NY 10017


	
701
 RUSSELL AVE

 SPACE D-101

 GAITHERSBURG MD 20877

	
LAKEFOREST
 ASSOCIATES, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
6824
 EAST CHASE PARKWAY

 SPACE A105

 MONTGOMERY AL 36117

	
NP/I&G
 EASTCHASE LLC

	
NEW
 PLAN EXCEL

 420 LEXINGTON AVENUE, 7TH FLOOR

 NEW YORK NY 10170


	
101
 RANGELINE ROAD

 SPACE 148

 JOPLIN MO 64801

	
NORTHPARK
 MALL/JOPLIN, LLC

	
CBL
 & ASSOC. MGMT, INC., AGENT FOR NORTHPARK MALL

 CBL CENTER-SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421-6000


	
2950
 EAST TEXAS STREET

 SPACE 89

 BOSSIER CITY LA 71111

	
PIERRE
 BOSSIER MALL

	
PIERRE
 BOSIER MALL, LP

 ATTN: LAW/LEASE ADMINISTRATION DEPARTMENT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
161
 MONTGOMERY MALL

 NORTH WALES PA 19454

	
MALL
 AT MONTGOMERYVILLE, LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
5524
 W SAGINAW HWY

 SPACE 179

 LANSING MI 48917

	
LANSING
 MALL

	
C/O
 LANSING MALL LP

 110 N. WACKER DR.

 CHICAGO IL 60606


	
3454
 S MARYLAND PARKWAY

 LAS VEGAS NV 89169

	
BOULEVARD
 ASSOCIATES

	
C/O
 BOULEVARD MALL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
4300
 MEADOWS LANE, SUITE 125

 LAS VEGAS NV 89107

	
GGP
 MEADOWS MALL, LLC

	
THE
 MEADOWS MALL

 110 NORTH WACKER DRIVE

 ATT; LAW/LEASING DEPARTMENT

 CHICAGO IL 60606


	
11401
 PINES BLVD

 SPACE 734

 PEMBROKE PINES FL 33026

	
PEMBROKE
 LAKES MALL LTD

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: KATHY FABRE

 CHICAGO IL 60606













	
 

	
 

	
 


	
6053
 ST LAWRENCE CTR

 MASSENA NY 136627287

	
CARLYLE
 ST. LAWRENCE LLC

	
C/O
 CARLYLE DEVELOPMENT GROUP, INC.

 2 GANNETT DRIVE, SUITE 201

 ATTN: ASSET MGR./RE: ST.LAWRENCE

 WHITE PLAINS NY

 10604


	
6401
 BLUEBONNET BLVD

 SPACE 2098

 BATON ROUGE LA 70836

	
MALL
 OF LOUISIANA

	
GGP-MALL
 OF LOUISIANA, LP

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN.

 CHICAGO IL 60606


	
3401
 DALE ROAD

 SPACE J05

 MODESTO

 CA

 95356

	
MACERICH
 VINTAGE FAIRE L.P.

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 233 WILSHIRE BLVD., STE.700

 SANTA MONICA CA 90407


	
6600
 MENAUL BLVD NE

 SPACE J8

 ALBUQUERQUE NM 87110

	
CORONADO
 CENTER L.L.C.

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL

 60606


	
10315
 SILVERDALE WAY NW

 PO BOX 1849

 SILVERDALE WA 98383

	
PPR
 KITSAP MALL, LLC

	
C/O
 THE MACERICH COMPANY

 401 WILSHIRE BOULEVARD, SUITE

 700 / ATTN: GENERAL COUNSEL

 SANTA MONICA CA 90401


	
800
 N GREEN RIVER ROAD

 SPACE 0448A

 EVANSVILLE IN 47715

	
SM
 EASTLAND MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1105
 WALNUT STREET

 SPACE L-3318

 CARY NC 27511

	
CARY
 VENTURE LIMITED PARTNERSHIP

	
AND
 BELK-HUDSON-LEGGETT CO.

 C/O CBL & ASSOCIATES INC/2030

 HAMILTON PLAVE BLVD. SUITE 500

 CHATTANOOGA TN 37421


	
D-101
 WOODFIELD MALL

 SCHAUMBURG IL 60173

	
CHICAGO
 TITLE & TRUST COMPANY

	
200
 EAST LONG LAKE ROAD

 PO BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
D-101
 WOODFIELD MALL

 SCHAUMBURG IL 60173

	
WOODFIELD
 MALL, LLC

	
5
 WOODFIELD SHOPPING CENER

 SCHAUMBURG IL 60173


	
D-101
 WOODFIELD MALL

 SCHAUMBURG IL 60173

	
WOODFIELD
 MALL, LLC

	
5
 WOODFIELD SHOPPING CENER

 SCHAUMBURG IL 60173


	
220
 GREECE RIDGE CTR DR

 ROCHESTER NY 14626-2817

	
GREECE
 RIDGE LLC

	
C/O
 WILMORITE I GROUP, LLC

 1265 SCOTTSVILLE ROAD

 ROCHESTER NY 14624


	
630
 OLD COUNTRY RD

 SPACE 2049-2050

 GARDEN CITY NY 11530

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
630
 OLD COUNTRY RD

 SPACE 2049-2050

 GARDEN CITY NY 11530

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
14600
 LAKESIDE CIRCLE

 SPACE 1583

 STERLING HEIGHTS MI 48313

	
LAKESIDE
 MALL

	
LAKESIDE
 MALL PROPERTY, LLC

 ATTN: LAW/LEASE ADMIN DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
27390
 NOVI ROAD

 SPACE A 201

 NOVI MI

 48377

	
TWELVE
 OAKS MALL LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
18900
 MICHIGAN AVENUE

 SPACE J 102

 DEARBORN MI 48126

	
FAIRLANE
 TOWN CENTER, LLC

	
18900
 MICHIGAN AVENUE

 DEARBORN MI 48126


	
18900
 MICHIGAN AVENUE

 SPACE J 102

 DEARBORN MI 48126

	
FAIRLANE
 TOWN CENTER, LLC

	
18900
 MICHIGAN AVENUE

 DEARBORN MI 48126


	
5953
 W PARK AVE, SUITE 2061

 HOUMA LA 70364

	
REVENUE
 PROPERTIES SOUTHLAND LIMITED PARTNERSHIP

	
C/O
 REVENUE PROPERTIES MGMT CO. INC.

 2542 WILLIAMS BLVD.

 KENNER LA 70062


	
2400
 RICHMOND RD STE 55

 TEXARKANA TX 755032460

	
GG&A
 CENTRAL MALL PARTNERS, L.P.

	
124
 JOHNSON FERRY ROAD

 ATTN:ASSET MANAGER, CENTRAL MALL-TEXARKANA

 ATLANTA GA 30328


	
3100
 HWY 365

 SPACE 110

 PORT ARTHUR TX 77642

	
GG&A
 CENTRAL MALL PARTNERS, L.P.

	
ATTN:
 ASSET MANAGER – CENTRAL MALL – PORT ARTHUR

 124 JOHNSON FERRY ROAD, NE

 ATLANTA GA 30328


	
180
 STATE ROUTE 35, STE 2136

 EATONTOWN NJ 077242017

	
EATONTOWN
 MONMOUTH MALL LLC

	
C/O
 VORNADO REALTY L.P.

 211 ROUTE 4 EAST

 ATTN: JOSEPH MACNOW

 PARAMUS NJ 07653


	
3662
 W CAMP WISDOM RD, SUITE 1042 

 DALLAS TX 75237

	
3662.
 W CAMP WISDOM LLC

	
C/O
 THE WOODMONT COMPANY

 2100 W. 7TH STREET

 FORT WORTH TX 70107 


	
2050
 PONCE BYPASS, SUITE 142

 PONCE PR 00717

	
PLAZA
 DEL CARIBE, S.E.

	
P.O.
 BOX 363268

 SAN JUAN PR 00936-3268


	
14200
 E ALAMEDA AVE

 SPACE 1030

 AURORA CO 80012

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
506
 TURNCADO STREET

 SPACE E-124

 HATILLO PR 00659

	
DDR
 NORTE LLC S.E.

	
DDR
 PR VENUTRES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
3320
 US HWY 1 UNIT 105

 LAWRENCEVILLE NJ 08648

	
QUAKER
 BRIDGE MALL

	
150
 QUAKER BRIDGE MALL

 LAWRENCEVILLE NJ 08648


	
121
 HAWTHORN CENTER

 VERNON HILLS IL 60061

	
LASALLE
 NATIONAL TRUST, N.A.

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD., 12TH FLOOR

 LOS ANGELES CA 90025


	
3245
 SOUTH L INDEN ROAD

 SPACE 333

 FLINT MI 48507

	
GENESEE
 VALLEY PARTNERS LP

	
ATTN:
 ASSET MANAGER-GENESEE

 124 JOHNSON FERRY ROAD

 ATLANTA GA 30328


	
7700
 W ARROWHEAD TWN CTR, SUITE 2076

 GLENDALE AZ 85308

	
NEW
 RIVER ASSOCIATES

	
MACERICH
 COMPANY

 PO BOX 2172

 401 WILSHIRE BOULEVARD, STE 700

 SANTA MONICA CA 90407


	
STATE
 RD 3 INT PR194

 KM43.7 SPACE 1

 FAJARDO PR 00738

	
DDR
 FAJARDO LLC SE

	
C/O
 DDR PR VENTURES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
5488
 S PADRE ISLAND DR

 SPACE 1660

 CORPUS CHRISTI TX 78411

	
CORPUS
 CHRISTI RETAIL VENTURE, LP

	
C/O
 TRADEMARK PROPERTY CO.

 ATTN: FRED WALTERS @ LA PALMERA

 5488 SOUTH PADRES ISLAND DRIVE

 CORPUS CHRISTI TX 78411













	
 

	
 

	
 


	
1
 SANGERTOWN SQ STE 70

 NEW HARTFORD NY 134131518

	
SANGERTOWN
 SQUARE LLC

	
THE
 CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
141
 MIRACLE MILE DRIVE

 ROCHESTER NY 14623

	
THE
 MARKETPLACE

	
1265
 SCOTTSVILLE ROAD

 ROCHESTER NY 14624


	
169
 WESTFARMS MALL

 FARMINGTON CT 06032

	
WEST
 FARMS MALL, LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48304


	
11711-U
 FAIR OAKS

 SPACE J-228

 FAIRFAX VA 22033

	
FAIRFAX
 COMPANY OF VIRGINIA LLC

	
200
 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
2727
 N FAIRFIELD RD

 SPACE W-183

 BEAVER CREEK OH 45431

	
MFC
 BEAVERCREEK, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
105
 WYOMING VALLEY MALL

 SPACE 538

 WILKES BARRE PA 18702

	
PR
 WYOMING VALLEY LP

	
C/O
 PREIT SERVICES, LLC

 ATTN: GENERAL COUNSEL

 200 SOUTH BROAD ST.3RD FLOOR

 PHILADELPHIA PA 19102


	
2091
 SOUTHLAKE MALL

 SPACE CL-300

 MERRILLVILLE IN 46410

	
SOUTHLAKE
 INDIANA LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD 11TH FLOOR

 LOS ANGELES CA 90025


	
35
 EAST TOWNE MALL

 SPACE E 534

 MADISON WI 53704

	
MADISON/EAST
 TOWNE, LLC

	
CBL
 & ASSOCIATES, MANAGEMENT INC

 CBL CENTER STE 500

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421-6000


	
3333
 WEST TOUHY AVENUE

 SPACE J8

 LINCOLNWOOD IL 60712

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 M.S. MGMT ASSOCIATES, INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1218
 NORTHRIDGE MALL

 SALINAS CA 93906-2019

	
MACERICH
 BRISTOL ASSOC. &

	
NORTHRIDGE
 FASHION CENTER LLC

 ATTN: CENTER MANAGER

 796 NORTHRIDGE MALL

 SALINAS CA 93906


	
3300
 CHAMBERS ROAD, SUITE 5072

 HORSEHEADS NY 148451419

	
ARNOT
 REALTY CORPORATION

	
SUITE
 #100

 100 WEST CHURCH STREET

 ELMIRA NY 14901


	
10000
 COORS BYPASS NW, SUITE E223

 ALBUQUERQUE NM 871144082

	
SIMON
 PROPERTY GROUP, L.P.

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2901
 EAST COLLEGE AVE, SUITE 710

 STATE COLLEGE PA 168017517

	
PR
 FINANCING LIMITED

	
PARTNERSHIP

 C/O PREIT SERVICES, LLC

 200 SOUTH BROAD ST.,3RD FLOOR

 PHILADELPHIA PA 19102


	
S
 999 WASHINGTON ST

 200 EMERALD SQ, SPC E201

 NORTH ATTLEBOROUGH MA 02760

	
MAYFLOWER
 EMERALD SQUARE LLC

	
C/O
 SIMON PROPERTY GROUP LP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
850
 HARTFORD TURNPIKE

 SPACE E101A

 WATERFORD CT 06385

	
CRYSTAL
 MALL LLC

	
C/O
 SIMON PROPERTY GROUP, L.P.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
656
 BRANDON TOWN CENTER

 BRANDON FL 33511

	
BRANDON
 SHOPPING CENTER PARTNERS, LTD

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD, FLOOR 12

 ATTN: LEASE ADMINISTRATION

 LOS ANGELES CA 90025


	
3101
 N MAIN ST

 SPACE E-2

 ANDERSON SC 29621

	
SPG
 ANDERSON MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1067
 W BALTIMORE PIKE

 SPACE 155

 MEDIA PA 19063

	
SM
 GRANITE RUN MALL LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
35000
 W WARREN ROAD

 SPACE 310

 WESTLAND MI 48185

	
B&B
 WESTLAND CENTER MALL LLC

	
GREGORY
 GREENFIELD & ASSOCIATES

 ATTN: PRESIDENT

 124 JOHNSON FERRY ROAD, NE

 ATLANTA GA 30328


	
7875
 MONTGOMERY RD

 SPACE L107

 CINCINNATI OH 45236

	
KENWOOD
 MALL LLC.

	
C/O
 KENWOOD TOWNE CENTRE

 7875 MONTGOMERY ROAD

 ATTN: GENERAL MANAGER

 CINCINNATI OH 45236


	
4201
 COLDWATER ROAD

 SPACE E07

 FORT WAYNE IN 46805

	
GGP-GLENBROOK
 LLC

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN

 CHICAGO IL 60606


	
10000
 CALIFORNIA STREET

 SUITE 3224

 OMAHA NE 68114

	
WESTROADS
 MALL

	
C/O
 WESTROADS MALL LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
5300
 S 76TH STREET

 SPACE 166

 GREENDALE WI 53129

	
SOUTHRIDGE
 LIMITED PARTNERSHIP

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2300
 E LINCOLN HWY

 SPACE 180

 LANGHORNE PA 19047

	
LINCOLN
 PLAZA ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
7804
 ABERCORN STREET

 PO BOX 23, SPACE 41

 SAVANNAH GA 31406

	
GGP
 IVANHOE II, INC.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
5111
 ROGERS AVE

 SPACE 72

 FORT SMITH AR 72903

	
FORT
 SMITH MALL, LLC.

	
C/O
 GREGORY GREENFIELD & ASSOCIATES

 ATTN: ASSET MANAGER/CENTRAL MALL

 124 JOHNSON FERRY ROAD NE

 ATLANTA GA 30328


	
301
 SOUTH HILLS VILLAGE

 PITTSBURGH PA 15241

	
SOUTH
 HILLS VILLAGE ASSOCIATES, L.P.

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
608
 W 14 MILE ROAD

 TROY MI 48083

	
URBANCAL
 OAKLAND MALL, LLC

	
URBAN
 RETAIL PROPERTIES LLC

 ATTN: LEN W. TOBIASKI

 900 NORTH MICHIGAN AVENUE, SUITE 900

 CHICAGO IL 60611


	
60
 RIVER OAKS CENTER

 SPACE C-39

 CALUMET CITY IL 60409

	
FOX
 VALLEY/RIVER OAKS PARTNERSHIP

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 NATIONAL CITY CENTER

 225 W WASHINGTON

 INDIANAPOLIS IN 46204


	
4500
 16TH STREET

 SPACE 435

 MOLINE IL 61265

	
SDG
 MACERICH PROPERTIES, LP

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
2501
 W WABASH AVE

 SPACE A09B

 SPRINGFIELD IL 62704

	
WHITE
 OAKS MALL CO.

	
LIMITED
 PARTNERSHIP

 C/O MELVIN SIMON & ASSOC.

 P.O. BOX 7033

 INDIANAPOLIS IN 46207


	
209
 NORTHTOWN DRIVE NE

 BLAINE MN 55434-1038

	
GLIMCHER
 NORTHTOWN VENTURE LLC

	
GLIMCHER
 PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
7200
 HARRISON AVENUE

 SPACE G 125

 ROCKFORD IL 61112

	
CBL/CHERRYVALE
 MALL, LLC

	
CBL
 & ASSOCIATES MGMT INC.

 2030 HAMILTON PLACE BOULEVARD

 SUITE 500

 CHATTANOOGA TN 37421-6000


	
14870
 BALTIMORE AVE

 LAUREL MD 20707-4818

	
LAURELRISING
 AS OWNER, LLC

	
C/O
 SOMERA CAPITAL MANAGEMENT, LLC

 5383 HOLLISTER AVE. SUITE 240

 SANTA BARBARA CA 93111


	
2200
 EASTRIDGE LOOP

 SPACE 2109

 SAN JOSE CA 95122

	
EASTRIDGE
 SHOPPING CENTER, LLC

	
EASTRIDGE
 MALL

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
2310
 SW MILITARY DRIVE

 SPACE 124

 SAN ANTONIO TX 78224

	
B
 & B SOUTH PARK MALL, LLC

	
ATTN:
 ASSET MANAGER, SOUTH PARK

 124 JOHNSON FERRY ROAD, NE

 ATLANTA GA 30328


	
7800
 N NAVARRO STREET SUITE 301

 VICTORIA TX 77904

	
H/S
 VICTORIA, LP

	
C/O
 HULL STOREY RETAIL GROUP

 1190 INTERSTATE PARKWAY

 PO BOX 204227 (30917)

 AUGUSTA GA 30909


	
2000
 BRITTIAN ROAD SUITE 291

 AKRON OH 44310

	
CHM/AKRON,
 LLC

	
2000
 BRITTAIN ROAD SUITE 830

 AKRON OH 44310-4303


	
2070
 SAM RITTENBURG BLVD SUITE D508

 CHARLESTON SC 294074667

	
CITADEL
 MALL CMBS LLC

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 2030 HAMILTON PLACE BLVD. SUITE 500

 ATTN: CHIEF FINANCIAL OFFICER

 CHATTANOOGA TN 37421-6000


	
880
 N MILITARY HWY

 SPACE 1016

 NORFOLK VA 23502

	
THOR
 GALLERY AT MILITARY CIRCLE, LLC

	
THOR
 EQUITIES, LLC

 ATTN: LINO SOLIS

 25 WEST 39TH STREET 11TH FLOOR

 NEW YORK NY 10018


	
7850
 MENTOR AVE

 ROOM 516

 MENTOR OH 44060

	
SIMON
 PROPERTY GROUP, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
700
 HAYWOOD RD

 SPACE 1040 PO BOX 124

 GREENVILLE SC 296072781

	
BELLWETHER
 PROPERTIES OF SOUTH CAROLINA, LP

	
M.S.
 MANAGEMENT ASSOCIATES, ONCE

 NATIONAL CITY CENTER

 115 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
120
 CHICAGO RIDGE MALL

 SPACE D-15

 CHICAGO RIDGE IL 60415

	
WESTFIELD
 CHICAGO RIDGE LESSEE, LLC

	
WESTFIELD
 CORPORATION, INC.

 11601 WILSHIRE BOULEVARD

 11TH FLOOR

 LOS ANGELES CA 90025


	
1170
 SPRING HILL MALL

 WEST DUNDEE IL 60118

	
SPRING
 HILL MALL L.L.C.

	
C/O
 SPRING HILL MALL

 110 N. WACKER DR.

 CHICAGO IL 60606


	
400
 ROUTE 38

 SPACE 1335

 MOORESTOWN NJ 08057

	
MOORESTOWN
 MALL LLC

	
PREIT
 SERVICES, LLC

 200 SOUTH BROAD STREET

 THE BELLEVUE, THIRD FLOOR

 PHILADELPHIA PA 19102













	
 

	
 

	
 


	
5772
 DURAND AVENUE

 SPACE 176

 RACINE WI 53406

	
RACINE
 JOINT VENTURE II, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 5538 DURAND AVENUE

 ATTN: PROPERTY MANAGER

 RACINE WI 53406


	
99
 ROCKINGHAM PARK BLVD

 SPACE 1109

 SALEM NH 03079

	
MALL
 AT ROCKINGHAM, LLC

	
C/O
 WELLSPARK GROUP

 ONE WELLS AVENUE

 NEWTON MA 02159


	
66
 WEST COUNTY CENTER

 DES PERES MO 63131

	
WEST
 COUNTY CENTER LLC

	
CBL
 & ASSOCIATES MANAGEMENT, INC

 SUITE 500, CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
1920
 SOUTH COMMONS

 FEDERAL WAY WA 98003-6039

	
STEADFAST
 COMMONS II, LLC

	
STEADFAST
 COMMERCIAL MANAGEMENT CO, INC.

 ATTN: CHIEF ADMINISTRATIVE OFFICER

 4343 VON KARMAN AVENUE, STE. 300

 NEWPORT BEACH CA 92660


	
202
 VALLEY RIVER CENTER

 EUGENE OR 97401

	
MACERICH
 VALLEY RIVER CENTER LLC

	
ATTN:
 LEGAL DEPARTMENT

 401 WILSHIRE BLVD SUITE 700

 SANTA MONICA CA 90401


	
202
 VALLEY RIVER CENTER

 EUGENE OR 97401

	
MACERICH
 VALLEY RIVER CENTER LLC

	
ATTN:
 LEGAL DEPARTMENT

 401 WILSHIRE BLVD SUITE 700

 SANTA MONICA CA 90401


	
62
 SOUTH COUNTY CTR WAY

 ST. LOUIS MO 63129

	
SOUTH
 COUNTY SHOPPINGTOWN LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 SUITE 500, CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
1057
 BROAD STREET

 SPACE 50

 SUMTER SC 29150

	
SUMTER
 MALL, LLC

	
HULL
 STOREY RETAIL GROUP LLC

 1190 INTERSTATE PARKWAY

 AUGUSTA GA 30909


	
602
 RICHLAND MALL

 UNIT D24

 MANSFIELD OH 44906

	
CENTRO
 WATT

	
CENTRO
 RICHLAND LLC

 580 WEST GERMANTOWN PIKE SUITE 200 PLYMOUTH MEETING PA 19462


	
1030
 SOUTHCENTER MALL

 TUKWILA WA 98188-2824

	
WEA
 SOUTHCENTER LLC

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD, 12TH FLOOR

 LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
1030
 SOUTHCENTER MALL

 TUKWILA WA 98188-2824

	
WEA
 SOUTHCENTER LLC

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD, 12TH FLOOR

 LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
1600
 MILLER TRUNK HWY

 SPACE H-14A

 DULUTH MN 55811

	
SIMON
 PROPERTY GRP, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7580
 CRESTWOOD BLVD SUITE 132

 BIRMINGHAM AL 35210

	
CENTURY
 PLAZA LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
1300
 WEST SUNSET RD

 SUITE 1641

 HENDERSON NV 89014

	
RANCH
 CENTER ASSOCIATES LIMITE

	
D
 PARTNERSHIP/A NEVADA LIMITED

 PARTNERSHIP/TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
250
 GRANITE STREET

 SPACE 2027A

 BRAINTREE MA 02184

	
BRAINTREE
 PROPERTY ASSOCIATES LP

	
C/O
 M.S. MANAGEMENT ASSOCIATES

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
3401
 SOUTH U.S. HWY 41

 SUITE J25

 TERRE HAUTE IN 47802

	
HONEY
 CREEK MALL, LLC

	
C/O
 CBL & ASSOC. MGMT. AGENT

 FOR HONEY CREEK MALL

 3401 SOUTH US HWY 41,SUITE J27

 TERRE HAUTE IN 47802


	
3001
 SOUTH 144TH STREET SUITE 1131

 OMAHA NE 68144

	
OAK
 VIEW MALL

	
OAK
 VIEW MALL LLC

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1010
 NORTHPOINT CIRCLE

 SPACE 2008

 ALPHARETTA GA 30022-4853

	
GGP-NORTH
 POINT, INC.

	
C/O
 U.K. LASALLE, INC.

 110 NORTH WACKER DRIVE

 ATTN:LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
206
 TOWNE CENTER CIRCLE

 SPACE K04

 SANFORD FL 32771

	
SEMINOLE
 TOWNE CENTER L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1960
 HWY 70 SE

 SPACE 160

 HICKORY NC 28602

	
VALLEY
 HILLS MALL

	
C/O
 VALLEY HILLS MALL, INC

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
9015
 QUEENS BLVD

 SPACE 3037

 ELMHURST NY 11373-4913

	
MACERICH
 QUEENS EXPANSION, LLC

	
C/O
 MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD. SUITE 700

 SANTA MONICA CA 90407


	
3333
 BUFORD DRIVE, SUITE 2056

 BUFORD GA 30519

	
MALL
 OF GEORGIA, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
5065
 MAIN STREET

 SPACE 183

 TRUMBULL CT 06611

	
TRUMBULL
 SHOPPING CENTER#2 LLC

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BOULEVARD 12TH FLOOR

 LOS ANGELES CA 90025


	
1201
 BROADWAY DRIVE

 SPACE W-103

 SAUGUS MA 01906

	
MAYFLOWER
 SQUARE ONE, LLC

	
C/O
 SIMON PROPERTY GROUP, L.P.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
564
 MEMORIAL CITY MALL

 HOUSTON TX 77024

	
MEMORIAL
 CITY MALL, LP

	
820
 GESSNER, SUITE 1800

 ATTN: LEGAL DEPARTMENT

 HOUSTON TX 77024


	
112
 YORKTOWN CENTER

 LOMBARD IL 60148

	
YORKTOWN
 HOLDINGS LLC

	
C/O
 LONG PEHRSON ASSOC., LLC

 203 YORKTOWN

 LOMBARD IL 60148


	
4801
 OUTER LOOP RD

 SPACE C538

 LOUISVILLE KY 40219

	
JEFFERSON
 MALL COMPANY II, LLC

	
CBL
 & ASSOCIATES MGMT, INC

 CBL CENTER CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
1100
 N WESLEYAN BLVD

 SPACE 6010

 ROCKY MOUNT NC 27804

	
HENDON
 GOLDEN EAST LLC

	
C/O
 HENDON PROPERTIES

 3445 PEACHTREE ROAD NE, SUITE 465

 ATLANTA GA 30326


	
7977
 W RIDGEWOOD DR UNIT 29

 PARMA OH 44129

	
PARMATOWN
 ONE, LLC

	
1600
 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267 


	
205
 EAST BROADWAY

 SPACE E-205

 BLOOMINGTON MN 55425

	
MOAC
 MALL HOLDINGS LLC

	
60
 EAST BROADWAY

 BLOOMINGTON MN 55425-5550


	
205
 EAST BROADWAY

 SPACE E-205

 BLOOMINGTON MN 55425

	
MOAC
 MALL HOLDINGS LLC

	
60
 EAST BROADWAY

 BLOOMINGTON MN 55425-5550













	
 

	
 

	
 


	
2500
 MORELAND RD

 SPACE 3005

 WILLOW GROVE PA 19090

	
WG
 PARK, L.P.

	
C/O
 PREIT SERVICES LLC

 200 SOUTH BROAD STREET, THIRD FLOOR

 PHILADELPHIA PA 19102


	
1201
 BOSTON POST ROAD

 SPACE 1028

 MILFORD CT 06460

	
THE
 CONNECTICUT POST LTD PTR

	
C/O
 WESTFIELD CORPORATION

 11601 WILSHIRE BLVD., 12TH FL.

 LOS ANGELES CA 90025


	
300
 SOUTH 24TH ST W

 SPACE E-6

 BILLINGS MT 59102

	
MACERICH
 RIMROCK LP

	
MANAGEMENT
 OFFICE

 ATTN: CENTER MANAGER

 300 SOUTH 24TH STREET

 BILLINGS MT 59102-5650


	
4800
 S HULEN ST, SUITE 2078

 FORT WORTH TX 76132

	
HULEN
 MALL

	
HULEN
 OWNER, LP

 ATTN: LAW/LEASE ADMIN DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
504
 APACHE MALL

 SPACE 3504

 ROCHESTER MN 55902

	
APACHE
 MALL

	
C/O
 ROCHESTER MALL L.L.C

 ATTN: LAW/LEASE ADMINISTRATION

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
3000
 184TH ST SW

 SPACE 660

 LYNNWOOD WA 98037

	
ALDERWOOD
 MALL L.L.C.

	
GENERAL
 GROWTH PROPERTIES INC

 110 N WACKER DRIVE

 CHCAGO IL 60606


	
26A
 ESTATE CHARLOTTE AMAL

 SPACE 127

 ST. THOMAS VI 00802

	
TUTU
 PARK LIMITED

	
C/O
 TUTU PARK MALL

 4605 TUTU PARK MALL, STE 254

 ST. THOMAS VI 00802-1736


	
1416
 3RD ST PROMENADE

 SANTA MONICA CA 90401-2322

	
REIFF
 & GIVERTZ PROPERTIES LLC

	
C/O
 IRVING LICHTIG, CPA

 1901 AVENUE OF THE STARS, SUITE 620

 LOS ANGELES CA 90067 


	
5000
 SHELBYVILLE RD

 SPACE 1020

 LOUISVILLE KY 40207

	
MSM
 PROPERTY LLC

	
110
 NORTH WACKER DRIVE

 ATT: LAW/LEASING ADMINISTRATION DEPARTMENT

 CHICAGO IL 60606


	
275
 KAAHUMANU AVE

 SPACE C-2

 KAHULUI MAUI HI 96732

	
QKC
 MAUI OWNER, LLC

	
COASTWOOD
 CAPITAL GROUP LLC

 ONE CALIFORNIA STREET, SUITE 2500

 ATTN: CORDELL LIETZ

 SAN FRANCISO CA 94111


	
1689
 ARDEN WAY

 SUITE 1006

 SACRAMENTO CA 95815

	
ARDEN
 FAIR ASSOCIATES LP

	
MACERICH
 COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD,SUITE 700

 SANTA MONICA CA 90407


	
1689
 ARDEN WAY

 SUITE 1006

 SACRAMENTO CA 95815

	
ARDEN
 FAIR ASSOCIATES LP

	
MACERICH
 COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD,SUITE 700

 SANTA MONICA CA 90407


	
20505
 SOUTH DIXIE HWY

 SPACE 1401

 CUTLER BAY FL 33189

	
SOUTHLAND
 MALL PROPERTIES, LLC

	
GUMBERG
 ASSET MGMT CORP

 3200 NORTH FEDERAL HIGHWAY

 FT LAUDERDALE FL 33306


	
CARR.#2,
 CORNER 3, SUITE 77

 MAYAGUEZ PR 00680

	
EMPRESAS
 PUERTORRIQUENAS DE

	
DESARROLLO,
 INC.

 304 PONCE DE LEON AVENUE, SUITE 1100

 HATO REY PR 00918


	
5900
 SUGARLOAF PARKWAY

 SPACE 318

 LAWRENCEVILLE GA 30043

	
SUGARLOAF
 MILLS, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438













	
 

	
 

	
 


	
400
 ORLAND SQUARE DR

 SPACE D-01

 ORLAND PARK IL 604623211

	
ORLAND
 LP

	
C/O
 SIMON PROPERTY GROUP LP

 M.S. MANAGEMENT ASSOC. INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
750
 CITADEL DRIVE E

 SUITE 3084

 COLORADO SPRINGS CO 80909

	
MMP
 CITADEL LLC

	
5571
 BLEAUX AVENUE

 SPRINGDALE AR 72762


	
5256
 ROUTE 30

 SPACE NL-11

 GREENSBURG PA 15601

	
CBL/WESTMORELAND,
 L.P.

	
C/O
 CBL &ASSOCIATES MGMT. INC.

 AS AGENT/WESTMORELAND MALL

 5256 ROUTE 30

 GREENSBURG PA 15601


	
3507
 MANCHESTER EXPRESSWY, SUITE 82

 COLUMBUS GA 31909

	
PEACHTREE
 MALL, LLC

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
1190
 BROOKDALE SC

 BROOKLYN CENTER MN 55430

	
TALISMAN
 BROOKDALE, LLC

	
TALISMAN
 COMPANIES, LLS

 4000 PONCE DE LEON BOULEVARD, SUITE 420

 CORAL GABLES FL 33146


	
401
 BISCAYNE BLVD, SUITE S238

 MIAMI FL 33132-1984

	
BAYSIDE
 CENTER LP

	
C/O
 GENERAL GROWTH PROPERTIES INC

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044



	
9301
 TAMPA AVENUE

 SPACE 39

 NORTHRIDGE CA 91324

	
NORTHRIDGE
 FASHION CENTER

	
U.K.-AMERICAN
 PROPERTIES, INC.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT

 CHICAGO IL 60606


	
2150
 NORTHWOODS BLVD

 SPACE E-09

 NORTH CHARLESTON SC 29406

	
NORTH
 CHARLESTON JOINT VENTURE II, LLC

	
CBL
 & ASSOCIATES MGMT. INC.

 NORTHWOODS MALL OFFICE

 2150 NORTHWOODS BLVD UNIT #60

 CHATTANOOGA TN 37421-6000


	
ST
 RD 3 KILOMETER 78.10

 RIO ABAJO WARD SPC 100

 HUMACAO PR 00791

	
DDR
 PALMA REAL LLC SE

	
DDR
 PR VENUTRES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122 


	
1404
 N PARHAM ROAD

 SPACE P15

 RICHMOND VA 23229

	
TAUBMAN
 REGENCY SQUARE ASSOCIATES LLC

	
C/O
 THE TAUBMAN COMPANY

 ATTN: SUSAN EGGERT

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48303


	
3
 SOUTH TUNNEL RD

 SPACE D4

 ASHEVILLE NC 28805

	
ASHEVILLE
 LLC

	
CBL
 & ASSOCIATES PROPERTIES,

 INC./CBL CENTER/2030 HAMILTON

 PLACE BOULEVARD/SUITE 500

 CHATTANOOGA TN 37421-6000


	
6200
 20TH STREET

 SPACE 672

 VERO BEACH FL 32966

	
INDIAN
 RIVER MALL, LLC

	
M.S.
 MANAGEMENT ASSOCIATES, INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
808
 SOUTHPARK CENTER

 STRONGSVILLE OH 44136

	
SOUTHPARK
 MALL LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BOULEVARD,11TH FLOOR

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
98-1005
 MOANALUA ROAD

 SUITE 530

 AIEA HI 96701-4717

	
WATERCRESS
 ASSOCIATES, LP, LLLP

	
C/O
 MMI REALTY SERVICES, INC.

 2 NORTH LAKE AVENUE, #450

 PASADENA CA 91101-1858











	
 

	
 

	
 


	
98-1005
 MOANALUA ROAD, SUITE 530

 AIEA HI 96701-4717

	
WATERCRESS
 ASSOCIATES, LP, LLLP

	
C/O
 MMI REALTY SERVICES, INC.

 2 NORTH LAKE AVENUE, #450

 PASADENA CA 91101-1858


	
1901
 NW EXPRESSWAY, SUITE 2077

 OKLAHOMA CITY OK 73118

	
PENN
 SQUARE MALL, LP

	
MS
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1245
 WORCESTER STREET, SUITE 1010

 NATICK MA 01760-1533

	
NATICK
 MALL, LLC.

	
C/O
 GENERAL GROWTH PROPERTIES INC.

 110 NORTH WACKER DRIVE

 ATTN:LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
7501
 W CERMAK ROAD

 SPACE M10

 NORTH RIVERSIDE IL 60546

	
NORTH
 RIVERSIDE PARK ASSOC. LLC

	
MALL
 MANAGEMENT

 7501 WEST CERMAK ROAD

 NORTH RIVERSIDE IL 60546


	
1201
 HOOPER AVENUE

 SPACE 1092 & 1093

 TOMS RIVER NJ 08753

	
SIMON
 PROPERTY GROUP, INC.

	
225
 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
14700
 EAST INDIANA AVE

 SPACE 2034

 SPOKANE WA 99216

	
SPOKANE
 MALL L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES,

 INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
586
 SOUTHLAND MALL

 HAYWARD CA 94545-2148

	
SOUTHLAND
 MALL, L.P.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 N. WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
2223
 N WEST SHORE BLVD

 SPACE 126

 TAMPA FL 33607-5935

	
TAMPA
 WESTSHORE ASSOCIATES LP

	
200
 EAST LONG ROAD

 P.O BOX 200, SUITE 2000

 BLOOMFIELD HILLS MI 48303


	
358
 BROADWAY MALL

 HICKSVILLE NY 11801

	
VORNADO
 BROADWAY MALL LLC

	
ATTN:
 EXECUTIVE V P, RETAIL R/E- FIN’ANC ADMIN-CFO

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
1231
 LLOYD CENTER

 SPACE G-206

 PORTLAND OR 97232

	
LC
 PORTLAND, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: SENIOR VP/ CFO

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
1231
 LLOYD CENTER

 SPACE G-206

 PORTLAND OR 97232

	
LC
 PORTLAND, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: SENIOR VP/ CFO

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
2005
 BREA MALL

 SPACE 2005

 BREA CA 92821

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W.WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4201
 NORTH SHILOH DRIVE

 SPACE 228

 FAYETTEVILLE AR 72703

	
MMP
 ARKANSAS LLC

	
NORTHWEST
 ARKANSAS MALL

 MALL MANAGEMENT OFFICE

 4201 NORTH SHIILOH DRIVE

 FAYETTEVILLE AR 72703


	
1321
 N COLUMBIA CTR BLVDm SUITE 347

 KENNEWICK WA 99336

	
COLUMBIA
 MALL PARTNERSHIP

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
13350
 DALLAS PKWYm SUITE 3200

 DALLAS TX 75240-6865

	
GALLERIA
 MALL INVESTORS LP

	
RE:
 DALLAS GALLERIA

 C/O GENERAL GROWTH PROPERTIES

 1000 PARKWOOD CIRCLE SUITE 400

 ATLANTA GA 30339












	
 

	
 

	
 


	
2149
 UNIVERSITY SQ MALL

 TAMPA FL 33612

	
SOMEROCK
 UNIVERSITY MALL OWNER, LLC

	
SOMERA
 CAPITAL MANAGEMENT LLC

 ATTN:CHARLIE CHRISTENSEN, CSM

 115 WEST CANON PERDIDO STREET

 SANTA BARBARA CA 93111


	
155
 MILLCREEK MALL

 ERIE PA 16565

	
THE
 CAFARO COMPANY

	
2445
 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
1039
 CHARLESTON TOWN CTR

 CHARLESTON WV 25389

	
CHARLESTON
 TOWN CENTER SPE, LLC

	
A
 WEST VIRGINIA LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1360

 CLEVELAND OH 44113-2267


	
495
 UNION STREET

 SPACE 2080

 WATERBURY CT 06706

	
BRASS
 MILL CENTER

	
GGP-BRASS
 MILL, INC.

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2036
 SANTA ROSA PLAZA

 SANTA ROSA CA 95401

	
EMI
 SANTA ROSA LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7700
 E KELLOGG ST, SUITE 845

 WICHITA KS 67207-1788

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1154
 FLORENCE MALL

 SPACE 1180

 FLORENCE KY 41042

	
FLORENCE
 MALL L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
3102
 PLANK ROAD

 220 SPOTSYLVANIA MALL

 FREDERICKSBURG VA 22407

	
SPOTSYLVANIA
 MALL COMPANY

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
3818
 IRVING MALL

 IRVING TX 75062

	
SIMON
 PROPERTY GROUP (TEXAS), LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
16535
 SOUTHWEST FREEWAY

 SPACE 490

 SUGAR LAND TX 77479

	
FIRST
 COLONY MALL

	
C/O
 FIRST COLONY MALL, LLC

 ATTN: LAW/LEASE ADMINISTRATION DEPARTMENT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
ONE
 W FLATIRON CROSSNG DR

 SPACE 2144

 BROOMFIELD CO 80021

	
FLATIRON
 PROPERTY HOLDING, LLC

	
C/O
 FLATIRON CROSSING

 ONE WEST FLATIRON CIRCLE STE 1083

 MANAGEMENT OFFICE

 BROOMFIELD CO 80021


	
1250
 BALTIMORE PIKE

 SPACE 90

 SPRINGFIELD PA 19064

	
PR
 SPRINGFIELD/DELCO LP & KS SPRINGFIELD LP

	
PR/SPRINGFIELD/DELCO
 LP

 SPRINGFIELD MALL

 1250 BALTIMORE PIKE

 SPRINGFIELD PA 19064


	
6000
 WEST MARKHAM

 SPACE 3176

 LITTLE ROCK AR 72205

	
CBL/PARK
 PLAZA MALL, LLC

	
C/O
 CBL & ASSOC. MGMT INC.

 2030 HAMILTON PLACE BLVD., SUITE 500

 CHATTANOOGA TN 37421-6000


	
2700
 MIAMISBURG/CENTERVLE

 SPACE 314

 DAYTON OH 45459

	
DAYTON
 MALL VENTURE LLC

	
C/O
 GLIMCHER DAYTON MALL, INC.

 ATTN: GENERAL COUNSEL

 181 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43216












	
 

	
 

	
 


	
1119
 GREEN ACRES MALL

 SPACE 98

 VALLEY STREAM NY 11581

	
GREEN
 ACRES MALL, L.L.C.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
1119
 GREEN ACRES MALL

 SPACE 98

 VALLEY STREAM NY 11581

	
GREEN
 ACRES MALL, L.L.C.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
305
 SUMMIT BLVD

 SPACE 305

 BIRMINGHAM AL 35243

	
BAYER
 RETAIL COMPANY, LLC

	
C/O
 BAYER PROPERTIES, INC.

 2222 ARLINGTON AVENUE

 BIRMINGHAM AL 35205


	
679
 E SHAW AVE

 FRESNO CA 93710-7703

	
MACERICH
 FRESNO LP

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD. – SUITE 700

 SANTA MONICA CA 90407


	
400
 CALLE BETANCES, SUITE 390

 CAGUAS PR 00725-5216

	
VORNADO
 CAGUAS LP

	
C/O
 VORNADO REALTY TRUST

 ATTN: EXECUTIVE VP, RETAIL REAL ESTATE

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
5555
 YOUNGSTOWN WARREN RD, SUITE 476

 NILES OH 44446-4839

	
THE
 MARION PLAZA, INC.

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
21100
 DULLES TOWN CIRCLE, SUITE 112

 DULLES VA 20166

	
DULLES
 TOWN CENTER MALL LLC

	
C/O
 LERNER CORPORATION

 2000 TOWER OAKS BLVD, 8TH FL

 ROCKVILLE MD 20852-4208


	
9401
 WEST COLONIAL DRIVE

 SPACE 526

 OCOEE FL 34761-6806

	
WEST
 OAKS MALL

	
C/O
 WEST OAKS MALL TRUST

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
2600
 BEACH BLVD

 SPACE 52A

 BILOXI MS 39531

	
AMERICAN
 NATIONAL INSURANCE CO.

	
JIM
 WILSON & ASSOCIATES, INC.

 2660 EASTCHASE LANE, SUITE 100

 MONTGOMERY AL 36117


	
3750
 PALISADES CENTER DR

 WEST NYACK NY 10994

	
EKLECCO
 NEWCO, LLC

	
C/O
 PYRAMID MANAGEMENT GROUP INC.

 THE CLINTON EXCHANGE

 7 CLINTON SQUARE

 SYRACUSE NY 13202-1081


	
3750
 PALISADES CENTER DR

 WEST NYACK NY 10994

	
EKLECCO
 NEWCO, LLC

	
C/O
 PYRAMID MANAGEMENT GROUP INC.

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
3701
 SOUTH MAIN STREET

 SPACE 500

 ELKHART IN 46517

	
CONCORD
 MALL PROPERTIES, LTD.

	
MALL
 MANAGEMENT OFFICE

 3701 SOUTH MAIN STREET

 ELKHART IN 46517


	
6048
 SUNRISE MALL

 CITRUS HEIGHTS CA 95610-6904

	
STEADFAST-BLK,
 LLC

	
STEADFAST
 COMMERCIAL MANAGEMENT COMPANY, INC

 4343 VON KARMAN, SUITE 300

 NEW PORT BEACH CA 92660


	
2300
 BERNADETTE DRIVE

 SPACE 134

 COLUMBIA MO 65203

	
COLUMBIA
 MALL

	
COLUMBIA
 MALL L.L.C

 ATTN: LAW/LEASE ADMIN DEPT

 110 N. WACKER DRIVE

 CHICAGO IL 60606











	
 

	
 

	
 


	
111
 E PUAINAKO ST

 SPACE 630

 HILO HI 96720

	
PRINCE
 KUHIO PLAZA

	
C/O
 HO RETAIL PROPERTIES I L.P.

 ATTN: LAW/LEASE DEPT.

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
200
 C AVENUE

 SPACE 20

 LAWTON OK 73501

	
GG&A
 CENTRAL MALL PARTNERS, L.P.

	
124
 JOHNSON FERRY ROAD

 ATTN: ASSET MANAGER, CENTRAL MALL – LAWTON

 ATLANTA GA 30328


	
3030
 PLAZA BONITA RD, SUITE 2390

 NATIONAL CITY CA 91950

	
PLAZA
 BONITA LP

	
C/O
 WESTFIELD CORPORATION

 11601 WILSHIRE BOULEVARDm, 12TH FLOOR

 LOS ANGELES CA 90025


	
3500
 SOUTH MERIDIAN, SUITE 730

 PUYALLUP WA 98373

	
THE
 CAFARO NORTHWEST PARTNERSHIP

	
2445
 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504


	
33
 PROVIDENCE PLACE

 PROVIDENCE RI 02903

	
ROUSE
 PROVIDENCE LLC

	
PROVIDENCE
 PLACE

 LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
2901
 BROOKS STREET

 MISSOULA MT 59801

	
SOUTHGATE
 MALL ASSOCIATES, LLP

	
LAMBROS
 REAL ESTATE

 3011 AMERICAN WAY

 MISSOULA MT 59808


	
1500
 HARVEY ROAD

 SPACE 8000

 COLLEGE STATION TX 77840

	
POM-COLLEGE
 STATION LLC

	
C/O
 CBL & ASSOCIATES MGT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421


	
13331
 PRESTON ROAD, SUITE 2088

 DALLAS TX 75240-1131

	
MACERICH
 VALLEY VIEW LP

	
CENTER
 MANAGER

 13331 PRESTON ROAD, SUITE 2040

 DALLAS TX 75240


	
1195
 OVIEDO MARKETPLC BLV

 OVIEDO FL 32765

	
ROUSE
 ORLANDO, LLC

	
GENERAL
 GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
ONE
 BELLIS FAIR PKWY

 SPACE 614/616

 BELLINGHAM WA 98226

	
BELLIS
 FAIR MALL

	
C/O
 BELLIS FAIR PARTNERS

 GENERAL GROWTH MGMT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1751
 MADISON AVENUE

 SPACE 300

 COUNCIL BLUFFS IA 51503

	
MALL
 OF THE BLUFFS PARTNERS LLC

	
110
 NORTH WACKER

 CHICAGO IL 60606


	
1600
 NORTH RIVERSIDE AVE

 SPACE 2017

 MEDFORD OR 97501

	
ROGUE
 VALLEY MALL L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 ATTN: GENERAL COUNSEL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1200
 10TH AVENUE SOUTH

 GREAT FALLS MT 59405

	
HOLIDAY
 VILLAGE PARTNERS LLC

	
C/O
 GK DEVELOPMENT

 303 EAST MAIN STREET, SUITE# 201

 BARRINGTON IL 60010


	
1850
 ADAMS STREET, SUITE 101

 MANKATO MN 56001

	
GENERAL
 GROWTH PROPERTIES, LP

	
110
 NORTH WACKER DRIVE

 ATTN: SR. VICE PRESIDENT-MGMT.

 CHICAGO IL 60606


	
4511
 N MIDKIFF ROAD

 SPACE C-33

 MIDLAND TX 79705

	
MIDLAND
 PARK MALL, LP

	
MS
 MANAGEMENT ASSOCIATES, INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438













	
 

	
 

	
 


	
218
 FOX HILLS MALL

 CULVER CITY CA 90230

	
FOX
 HILLS MALL L.P.

	
C/O
 WESTFIELD, LLC

 ATTN: LEGAL DEPT.

 11601 WILSHIRE BLVD., 11TH FLOOR

 LOS ANGELES CA 90025


	
8210
 MACEDONIA CMNS BLVD

 26 MACEDONIA COMMONS

 MACEDONIA OH 44056

	
DOTRS
 LLC

	
C/O
 DEVELOPERS DIVERSIFIED

 REALTY CORP. P.O.BOX 228042

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
3075
 CLAIRTON RD.

 SPACE 898

 WEST MIFFLIN PA 15123

	
CENTURY
 III MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
18220
 ROYALTON ROAD

 STRONGSVILLE OH 44136

	
WALD
 & FISHER, INC.

	
23825
 COMMERCE PARK RD., SUITE F

 BEACHWOOD OH 44122


	
500
 INDUSTRIAL PARK ROAD

 JOHNSTOWN PA 15904

	
GEMINI
 JOHNSTOWN GALLERIA S, LLC & GEMINI JOHNSTOWN GALLERIA H, LLC

	
C/O
 ZAMIAS SERVICES, INC

 300 MARKET STREET

 ATTN: JOSEPH A. ANTHONY, ESQ, EXECUTIVE VICE PRES.

 JOHNSTOWN PA 15901


	
1000
 ROSS PARK MALL DR

 SPACE H04B

 PITTSBURGH PA 15237

	
PENN
 ROSS JOINT VENTURE

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4314
 MILAN ROAD

 SPACE 230

 SANDUSKY OH 44870

	
SANDUSKY
 MALL COMPANY

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
5555
 YOUNGSTOWN WARREN RD

 SUITE 946

 NILES OH 44446-4835

	
THE
 MARION PLAZA, INC.

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
7401
 MARKET STREET

 SPACE 851

 BOARDMAN OH 44512

	
SIMON
 CAPITAL GP

	
M.S.
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2001
 GALLERIA AT TYLER

 RIVERSIDE CA 92503

	
GALLERIA
 AT TYLER

	
TYLER
 MALL LIMITED PARTNERSHIP

 ATTN: LAW/LEASE ADMIN DEPT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1832
 W MICHIGAN AVENUE

 JACKSON MI 49202

	
WESTWOOD
 MALL

	
C/O
 WESTWOOD MALL L.P.

 ATTN: LAW/LEASE ADMIN DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
1350
 TRAVIS BLVD, SUITE 1406-A

 FAIRFIELD CA 94533

	
SOLANO
 MALL LP

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD., 11TH FLR

 ATTN: LEGAL DEPT.

 LOS ANGELES CA 90025


	
735
 CASCADE MALL DRIVE

 BURLINGTON WA 98233-3263

	
PPR
 CASCADE, LLC

	
C/O
 CASCADE MALL

 201 CASCADE MALL DRIVE

 BURLINGTON WA 98233


	
625
 BLACK LAKE BLVD, SUITE 133

 OLYMPIA WA 98502

	
CAPITAL
 MALL CO.

	
11601
 WILSHIRE BLVD

 11TH FLOOR

 ATTN: LEGAL DEPT

 LOS ANGELES CA 90025













	
 

	
 

	
 


	
8700
 NE VANCOUVER MALL DR

 SPACE 210

 VANCOUVER WA 98662

	
VANCOUVER
 MALL II LLC

	
C/O
 WESTFIELD CORPORATION,

 INC./11601 WILSHIRE

 BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025-1748


	
46-056
 KAM HIGHWAY

 KANEOHE HI 96744

	
TRUSTEES
 OF THE ESTATE OF

	
BERNICE
 PAUAHI BISHOP

 567 SOUTH KING STREET, STE 200 KAWAIAHAO PLAZA

 ATTN:COMMERCIAL ASSET MANAGER

 HONOLULU HI 96813


	
6945
 US 322, UNIT 615

 CRANBERRY PA 16319-3125

	
ELAT
 PROPERTIES

	
1300
 WEST OLYMPIC BLVD, SUITE# 500

 LOS ANGELES CA 90015


	
1200
 TOWNE CENTER BLVD

 SPACE 2034

 PROVO UT 84601

	
PROVO
 MALL L.L.C.

	
C/O
 GENERAL GROWTH LP

 110 NORTH WACKER DRIVE

 LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
1701
 SUNRISE HWY

 SPACE C-5

 BAYSHORE NY 11706

	
WESTLAND
 SOUTH SHORE MALL, L.P.

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BOULEVARD

 11TH FLOOR

 LOS ANGELES CA 90025


	
1510
 WEST EMPIRE MALL

 SPACE 19

 SIOUX FALLS SD 571066519

	
SM
 EMPIRE MALL LLC

	
ATTN:
 CENTER MANAGER

 THE EMPIRE MALL

 4001 WEST 41ST STREET

 SIOUX FALLS SD 57106


	
40820
 WINCHESTER ROAD

 SPACE 2210

 TEMECULA CA 92591-5529

	
TEMECULA
 TOWN CENTER ASSOCIATES, L.P.

	
A
 CALIFORNIA LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
2800
 N MAIN STREET

 SPACE 512

 SANTA ANA CA 92705

	
MAINPLACE
 SHOPPINGTOWN LLC

	
 WESTFIELD, LLC

 11601 WILSHIRE BLVD, 11TH FLOOR

 LOS ANGELES CA 90025


	
301
 GRAND CENTRAL MALL

 VIENNA WV 26101-1111

	
GRAND
 CENTRAL LP

	
C/O
 GLIMCHER GRAND CENTRAL INC.

 180 EAST BROAD STREET 21ST FL

 ATTN; GENERAL COUNSEL

 COLUMBUS OH 43215


	
2200
 N MAPLE AVENUE

 RAPID CITY SD 57701-7881

	
SM
 RUSHMORE MALL LLC

	
C/O
 RUSHMORE MALL

 2200 NORTH MAPLE AVENUE

 ATTN: GENERAL MANAGER

 RAPID CITY SD 57701-7881


	
3251
 20TH AVENUE

 SPACE 243

 SAN FRANCISCO CA 941321915

	
GGP-SL
 LLC & STONESTOWN SHOPPING CENTER L.P.

	
110
 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
494
 TOWN CENTER PLACE, SUITE 3

 COLUMBIA SC 29229

	
VILLAGE
 AT SANDHILL, LLC

	
101
 FLINTLAKE RD

 COLUMBIA SC 29223


	
350
 N MILWAUKEE ST

 SPACE 1026 

 BOISE ID 83704-9124

	
BOISE
 MALL, LLC

	
GENERAL
 GROWTH PROPERTIES

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
1665
 STATE HILL ROAD

 SPACE H-1

 WYOMISSING PA 19610

	
BERKSHIRE
 MALL, LLC

	
P.O.
 BOX 7189

 4737 CONCORD PIKE

 WILMINGTON DE 19803


	
300
 MONTICELLO AVE

 SPACE 144

 NORFOLK VA 23510-2490

	
MACARTHUR
 SHOPPING CENTER LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD,

 SUITE 300; P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200













	
 

	
 

	
 


	
500
 MALL ROAD, UNIT 765

 PO BOX 4247

 BARBOURSVILLE WV 25504-4247

	
HUNTINGTON
 MALL COMPANY

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
1098
 BAYBROOK MALL

 FRIENDSWOOD TX 77546-2746

	
BAYBROOK
 MALL LP-C/O GENERAL

	
GROWTH
 PROPERTIES

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
9140
 HUDSON ROAD, SUITE 508

 WOODBURY MN 55125-7629

	
WOODBURY
 LAKES RETAIL, LLC

	
CORNERSTONE
 REAL ESTATE ADVISERS LLC

 300 SOUTH WACKER DRIVE, SUITE 3550

 CHICAGO IL 60606


	
303
 301 BLVD W STE 225

 BRADENTON FL 34205-7947

	
DEBARTOLO
 CAPITAL LP

	
C/O
 M.S. MANAGEMENT ASSOC, INC.

 NATIONAL CITY CENTER

 115 W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
8201
 S TAMIAMI TRAIL

 SARASOTA FL 34238

	
SARASOTA
 SHOPPINGTOWN LLC

	
C/O
 WESTFIELD CORPORATION INC.

 11601 WILSHIRE BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025-1748


	
4125
 CLEVELAND AVE, SUITE 1015

 FORT MYERS FL 33901

	
EDISON
 MALL BUSINESS TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3101
 PGA BLVD

 SPACE D107

 PALM BEACH GARDENS FL 33410

	
FORBES/COHEN
 FLORIDA PROPERTIES, L.P.

	
100
 GALLERIA OFFICENTRE, SUITE #427

 P.O. BOX 667

 SOUTHFIELD MI 48037


	
1500
 APALACHEE PARKWAY, SUITE 2080

 TALLAHASSEE FL 32301-3057

	
GOVERNOR’S
 SQUARE

	
C/O
 TALLAHASSEE ASSOCIATES

 110 N. WACKER DR.

 CHICAGO IL 60606


	
6641
 NEWBERRY RD, SUITE A-18

 GAINESVILLE FL 32605

	
OAKS
 MALL GAINSVILLE LP

	
C/O
 GENERAL GROWTH PROPERTIES INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
6766
 TYRONE SQUARE, SUITE 252

 ST. PETERSBURG FL 33710-3934

	
SIMON
 CAPITAL GP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
2268
 E WILLIAMS FIELD RD, SUITE 105

 GILBERT AZ 85296

	
WESTCOR
 SANTAN VILLAGE LLC

	
CENTER
 MANAGER

 11411 NORTH TATUM BOULEVARD

 PHOENIZ AZ 85028


	
8000
 WEST BROWARD BLVD, SUITE 202

 PLANTATION FL 33388-0026

	
BROWARD
 MALL LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD

 11TH FLOOR ATTN: CORPORATE COUNSEL

 LOS ANGELES CA 90025


	
2100
 PLEASANT HILL ROAD, SUITE 207

 DULUTH GA 30096-4704

	
MALL
 AT GWINNETT PLACE, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1221
 SOUTHLAKE MALL

 MORROW GA 30260

	
SOUTHLAKE
 MALL, L.L.C.

	
C/O
 GENERAL GROWTH PROP., INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
707
 SHANNON MALL

 UNION CITY GA 30291-2030

	
SHANNON
 MALL INVESTMENTS, LLC

	
4475
 RIVER GREEN PARKWAY, SUITE 100

 DULUTH GA 0096


	
3499
 E COLONIAL DR

 SPACE M26

 ORLANDO FL 32803

	
PR
 ORLANDO FASHION SQUARE LLC

	
C/O
 PREIT SERVICES, LLC

 ATTN: GENERAL COUNSEL

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102













	
 

	
 

	
 


	
451
 E ALTAMONTE DRIVE

 SPACE 1457

 ALTAMONTE SPRINGS FL 32701

	
ALTAMONTE
 MALL

	
C/O
 ALTAMONTE MALL VENTURE

 ATTN: LAW/LEASE ADMINISTRATION

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
STATE
 ROAD #2 KM 29.7

 SUITE 29-30

 VEGA ALTA PR 00692

	
CCVA,
 INC.

	
CENTRO
 GRAN CARIBE SHOPPING CENTER

 PO BOX 190525

 SAN JUAN PR 00919-0525


	
3450
 WRIGHTSBORO RD

 SPACE 1290

 AUGUSTA GA 30909

	
AUGUSTA
 MALL PARTNERSHIP

	
GENERAL
 GROWTH PROPERTIES, INC.

 10275 LITTLE PATUXENT PKWY

 ATTN: LAW/LEASING AND OPERATIONS

 COLUMBIA MD 21044-3456


	
1700
 W NEW HAVEN AVE

 SPACE 717

 MELBOURNE FL 32904-3919

	
MELBOURNE-JCP
 ASSOCIATES, LTD

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
28163
 PASEO DRIVE

 SUITE 140

 WESLEY CHAPEL FL 33544

	
GOODFOREST,
 LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE, STE 700

 CLEVELAND OH 44113-2267


	
205
 W BLACKSTOCK RD, SUITE 500

 SPARTANBURG SC 29301

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

	
CBL
 CENTER,SUITE 500

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421


	
4800
 BRIARCLIFF RD NE, SUITE 1048

 ATLANTA GA 30345-2749

	
BELLWETHER
 PROPERTIES OF GEORGIA L.P.

	
NATIONAL
 CITY CENTER

 115 WEST WASHINGTON ST.

 INDIANAPOLIS IN 46207


	
400
 ERNST BARRETT PKWY NW, SUITE 252

 KENNESAW GA 30144

	
TOWN
 CENTER AT COBB, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
S
 8001 ORANGE BLOSSOM TRL

 SPACE 524A

 ORLANDO FL 32809

	
FLORIDA
 MALL ASSOCIATES, LTD.

	
8002
 S. ORANGE BLOSSOM TRAIL, ROOM 421

 ORLANDO FL 32810


	
S
 8001 ORANGE BLOSSOM TRL

 SPACE 524A

 ORLANDO FL 32809

	
FLORIDA
 MALL ASSOCIATES, LTD.

	
8001
 S. ORANGE BLOSSOM TRAIL

 ROOM 420

 ORLANDO FL 32809


	
S
 8001 ORANGE BLOSSOM TRL

 SPACE 524A

 ORLANDO FL 32809

	
FLORIDA
 MALL ASSOCIATES LTD.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1801
 PALM BEACH LAKE BLVD

 SPACE 1A

 WEST PALM BEACH FL 33401

	
PALM
 BEACH MALL, LLC

	
1801
 PALM BEACH LAKES BLVD

 WEST PALM BEACH FL 33401


	
1665
 W 49TH STREET

 SPACE 1448

 HIALEAH FL 33012

	
WESTLAND
 MALL LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD., 11TH FLOOR

 LOS ANGELES CA 90025


	
7439A
 NORTH KENDALL DRIVE

 MIAMI FL 33156-7739

	
SDG
 DADELAND ASSOCIATES, INC.

	
TRUSTEE
 C/O

 M.S MANAGEMENT ASSOCIATES, INC

 NATIONAL CITY CENTER – 115 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
5100
 N 9TH AVE

 SPACE K1005A

 PENSACOLA FL 32504

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2100
 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421

	
HAMILTON
 PLACE MALL GENERAL PARTNERSHIP

	
2030
 HAMILTON PLACE BLVD SUITE 500

 CHATTANOOGA TN 37421-6000













	
 

	
 

	
 


	
7600
 KINGSTON PIKE

 KNOXVILLE TN 37919

	
WEST
 TOWN MALL LLC

	
C/O
 SIMON PROPERTY GROUP INC.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
5603
 CENTRAL AVENUE

 CHARLOTTE NC 28212

	
CHARLOTTE
 EASTLAND MALL, LLC

	
C/O
 GLIMCHER EASTLAND, INC.

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
3426
 NW FEDERAL WAY

 JENSEN BEACH FL 34957

	
TREASURE
 COAST-JCP ASSOCS., LTD

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3001
 KNOXVILLE CENTER DR, SUITE 1280

 KNOXVILLE TN 37924

	
KNOXVILLE
 CENTER, L.L.C.

	
C/O
 M.S. MANAGEMENT ASSOCIATES INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3800
 US HIGHWAY 98 N

 BOX 648

 LAKELAND FL 33809

	
GGP-LAKELAND,
 INC.

	
C/O
 GENERAL GROWTH MGMT, INC.

 ATTN: GENERAL COUNSEL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
7201-CL520
 TWO NOTCH RD

 COLUMBIA SC 29223

	
CBL/COLUMBIA
 PLACE, LLC

	
C/O
 CBL & ASSOCIATES MGMT. INC

 SUITE 500 – CBL CENTER

 2030 HAMILTON PL. BOULEVARD

 CHATTANOOGA TN 37421


	
1976
 GREEN OAKS ROAD

 FORT WORTH TX 76116

	
WM
 RIDGMAR, L.P.

	
1888
 GREEN OAKS ROAD

 ATTN: CENTER MANAGER

 FORT WORTH TX 76116


	
305
 WEST FM 1382, SUITE 714

 CEDAR HILL TX 75104

	
UPTOWN
 VILLAGE AT CEDAR HILL LP

	
ATTN:
 LEASING

 5710 LBJ FREEWAY SUITE 450

 DALLAS TX 7520-6399


	
4211
 WAIALAE AVENUE

 SPACE W-1

 HONOLULU HI 96816

	
KAHALA
 CENTER COMPANY

	
C/O
 MMI REALTY SERVICES, INC.

 2 NORTH LAKE AVENUE, SUITE 450

 PASADENA CA 91101-1858


	
2200
 W WAR MEMORIAL DR

 PEORIA IL 61613

	
NORTHWOODS
 DEVELOPMENT COMPANY

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3700
 RIVERTOWN PARKWAY

 SPACE 2094

 GRANDVILLE MI 49418

	
RIVERTOWN
 CROSSINGS MALL

	
C/O
 GGP-GRANDVILLE L.L.C.

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
2901
 S CAPITAL OF TEXAS H, SUITE D8

 AUSTIN TX 787468119

	
SIMON
 PROPERTY GROUP (TEXAS)LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3663
 LAS VEGAS BLVD SOUTH, SUITE 235

 LAS VEGAS NV 89109

	
BOULEVARD
 INVEST, LLC

	
MIRACLE
 MILE SHOPS MGMT OFFICE

 3663 LAS VEGAS BOULEVARD SOUTH, STE 900

 LAS VEGAS NV 89109-1969


	
3663
 LAS VEGAS BLVD SOUTH, SUITE 235

 LAS VEGAS NV 89109

	
BOULEVARD
 INVEST, LLC

	
MIRACLE
 MILE SHOPS MGMT OFFICE

 3664 LAS VEGAS BOULEVARD SOUTH, STE 901

 LAS VEGAS NV 89109-1970


	
5080
 RIVERSIDE DRIVE, SUITE 436

 MACON GA 31210

	
SHOPPES
 AT RIVER CROSSING

	
C/O
 SHOPPES AT RIVER CROSSING, LLC

 110 N. WACKER DR.

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606













	
 

	
 

	
 


	
2015
 BIRCH ROAD, SUITE 201

 CHULA VISTA CA 91915 

	
OTAY
 RANCH TOWN CENTER

	
C/O
 GGP-OTAY RANCH, LP

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
11401
 NW 12TH STREET, SUITE 434

 MIAMI FL 33172

	
DOLPHIN
 MALL ASSOCIATES LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48304


	
17420
 HALL ROAD

 SUITE 148

 CLINTON TOWNSHIP MI 48038

	
PARTRIDGE
 CREEK FASHION PARK, LLC

	
THE
 TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD MI 48303-0200


	
4737
 CONCORD PIKE

 SPACE 200

 WILMINGTON DE 19803

	
CONCORD
 MALL LLC

	
CONCORD
 MALL

 4737 CONCORD PIKE

 P.O. BOX 7189

 WILMINGTON DE 19803


	
1271
 LAQUINTA DRIVE, UNIT 10

 ORLANDO FL 32809

	
DONALD
 B. BURNS

	
HELANCO
 PROPERTIES

 P.O. BOX 481

 GOTHA FL 34734


	
19579
 NE 10TH AVENUE, BAY D

 NORTH MIAMI BEACH FL 331793501

	
SKYLAKE
 EXECUTIVE INDUSTRIAL PARK & E.M. SEGALL TRUSTEE

	
19501
 N.E. 10TH AVENUE, SUITE 306

 NORTH MIAMI BEACH FL 33179


	
17628
 SOUTH HALSTEAD ST

 HOMEWOOD IL 60430-2008

	
J.B
 MERCHANDISE CO. 

	
349
 SIGNE COURT

 LAKE BLUFF IL 60044 


	
5301
 BELTLINE ROAD, SUITE 111

 DALLAS TX 75254

	
WXIII/PWM
 REAL ESTATE LIMITED PARTNERSHIP

	
C/O
 ARCHON GROUP, LP

 600 EAST LAS COLINAS BLVD., SUITE 400

 ATTENTION: ASSET MANAGER – PRESTONWOOD

 IRVING TX 75039


	
200-B
 SOUTH BROADWAY

 MCALLEN TX 78501

	
GLOBE
 PROPERTIES, INC.

	
P.O.
 BOX 700

 MCALLEN TX

 78505-0700


	
750
 WEST 49TH STREET

 HIALEAH FL 330123635

	
PALM
 SPRINGS MILE ASSOCIATES, LTD

	
419
 WEST 49TH STREET, SUITE 300

 HIALEAH FL 33012


	
#30

 CAGUAS PR 00725-3655

	
HUMBERTO
 VIDAL, INC.

	
112
 ARZUAGA STREET

 MEDINA CENTER BUILDING – 10TH FLOOR

 RIO PIEDRAS, SAN JUAN PR 00925


	
4561
 14TH STREET WEST, SUITE 135A

 BRADENTON FL 34207

	
DDR
 SOUTHEAST CORTEZ, LLC.

	
C/O
 DEVELOPERS DIVERSIFIED REALTY CORPORATION

 3300 ENTERPRISE PARKWAY

 ATTN:EXECUTIVE VICE PRESIDENT

 BEACHWOOD OK 44122


	
1455
 NW 107TH AVENUE, SUITE 500

 DORAL FL 33172

	
MALL
 AT MIAMI INTERNATIONAL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1775
 ARTESIA BLVD

 MANHATTAN BEACH CA 90266

	
DAISY
 ELLIS

	
300
 SOUTH ARDEN BLVD.

 LOS ANGELES CA 90020


	
9617
 N METRO PARKWAY WEST

 SPACE 1132

 PHOENIX AZ 85051

	
METRORISING
 AMS OWNER LLC

	
9617
 METRO PARKWAY WEST, SUITE 1001

 ATTN: CENTER MANAGER

 PHOENIX AZ 85051


	
400
 S BALDWIN AVE

 ARCADIA CA 91007

	
SANTA
 ANITA SHOPPINGTOWN LP

	
11601
 WILSHIRE BLVD, 11TH FLOOR

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
400
 S BALDWIN AVE

 ARCADIA CA 91007

	
SANTA
 ANITA SHOPPINGTOWN LP

	
11601
 WILSHIRE BLVD, 11TH FLOOR

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025













	
 

	
 

	
 


	
689
 E SHAW AVE

 FRESNO CA 93710-7703

	
MACERICH
 FRESNO LP

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD. – SUITE 700

 SANTA MONICA CA 90407


	
111
 LAKEWOOD CENTER

 LAKEWOOD CA 90712

	
MACERICH
 LAKEWOOD LLC

	
C/O
 THE MACERICH COMPANY

 401 WILSHIRE BLVD, SUITE 700

 PO BOX 2172

 SANTA MONICA CA 90407


	
2200
 EASTRIDGE LOOP

 SPACE 1076

 SAN JOSE CA 95122

	
EASTRIDGE
 SHOPPING CENTER, LLC

	
EASTRIDGE
 MALL

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
7265
 NORTH KENDALL DRIVE

 MIAMI FL 33156-7845

	
SDG
 DADELAND ASSOCIATES, INC.

	
TRUSTEE
 C/O

 M.S MANAGEMENT ASSOCIATES, INC

 NATIONAL CITY CENTER – 115 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
2841
 GREENBRIAR PKY SW

 SPACE H422

 ATLANTA GA 30331

	
GREENBRIAR
 MALL (2006) LP

	
GREENBRIAR
 MALL

 2841 GREENBRIAR PARKWAY, SW

 ATTN: PROPERTY MANAGER

 ATLANTA GA 30331


	
7501
 W CERMAK ROAD

 SPACE D-644

 NORTH RIVERSIDE IL 60546

	
NORTH
 RIVERSIDE PARK ASSOC. LLC

	
MALL
 MANAGEMENT

 7501 WEST CERMAK ROAD

 NORTH RIVERSIDE IL 60546


	
7501
 W CERMAK ROAD

 SPACE D-644

 NORTH RIVERSIDE IL 60546

	
NORTH
 RIVERSIDE PARK ASSOCIATES LLC

	
7502
 WEST CERMAK ROAD

 NORTH RIVERSIDE IL 60547


	
100
 CAMBRIDGESIDE PLACE

 MAILBOX 106, SUITE 208

 CAMBRIDGE MA 02141-2223

	
CAMBRIDGESIDE
 GALLERIA ASSOCS

	
C/O
 NEW ENGLAND DEVELOPMENT

 ONE WELLS AVENUE

 NEWTON MA 02159


	
3710
 ROUTE 9, SUITE 2402

 FREEHOLD NJ 07728

	
FREEMALL
 ASSOCIATES, LLC

	
LEGAL
 DEPARTMENT

 401 WILSHIRE BLVD STE 700

 SANTA MONICA CA 90401


	
112
 EISENHOWER PKWY

 SPACE 2050

 LIVINGSTON NJ 07039

	
LIVINGSTON
 MALL VENTURE

	
NATIONAL
 CITY CENTER

 115 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
5004
 E MONTCLAIR PLAZA LN, SUITE 1130

 MONTCLAIR CA 91763-1518

	
MONTCLAIR
 PLAZA 

	
C/O
 MONTCLAIR PLAZA, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
FRAGOSA
 AVE

 SPACE 212

 CAROLINA PR 00979-3334

	
PLAZA
 CAROLINA MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
FRAGOSA
 AVE

 SPACE 212

 CAROLINA PR 00979-3334

	
PLAZA
 CAROLINA MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
975
 AVENIDA, SUITE 126

 MAYAGUEZ PR 00680

	
EMPRESAS
 PUERTORRIQUENAS DE

	
DESARROLLO,
 INC.

 304 PONCE DE LEON AVENUE, SUITE 1100

 HATO REY PR 00918


	
3662
 W CAMP WISDOM ROAD

 SPACE 2065

 DALLAS TX 75237

	
3662.
 W CAMP WISDOM LLC 

	
C/O
 THE WOODMONT COMPANY

 2100 W. 7TH STREET

 FORT WORTH TX 70107 


	
7921L
 TYSONS CORNER CTR

 MCLEAN VA22102 

	
TYSONS
 CORNER HOLDINGS LLC

	
ATT:
 LEGAL DEPARTMENT

 401 WILSHIRE BOULEVARD, SUITE 700

 SANTA MONICA CA 90401













	
 

	
 

	
 


	
7921L
 TYSONS CORNER CTR

 MCLEAN VA 22102

	
TYSONS
 CORNER HOLDINGS LLC

	
ATT:
 LEGAL DEPARTMENT

 401 WILSHIRE BOULEVARD, SUITE 700

 SANTA MONICA CA 90401


	
7921L
 TYSONS CORNER CTR

 MCLEAN VA 22102

	
TYSONS
 CORNER HOLDINGS LLC

	
ATT:
 LEGAL DEPARTMENT

 401 WILSHIRE BOULEVARD, SUITE 700

 SANTA MONICA CA 90401


	
121
 RIVER OAKS CENTER, SUITE A-45

 CALUMET CITY IL 60409

	
FOX
 VALLEY/RIVER OAKS PARTNERSHIP

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 NATIONAL CITY CENTER

 225 W WASHINGTON

 INDIANAPOLIS IN 46204


	
8000
 WEST BROWARD BLVD, SUITE 814

 PLANTATION FL 33388

	
BROWARD
 MALL LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD

 11TH FLOOR ATTN: CORPORATE COUNSEL

 LOS ANGELES CA 90025


	
2014
 FOX VALLEY CENTER

 SPACE C-3

 AURORA IL 60504

	
FOX
 VALLEY MALL LLC

	
11601
 WILSHIRE BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
300
 SOUTH AVENUE

 BLOOMINGTON MN55425

	
MOAC
 MALL HOLDINGS LLC

	
60
 EAST BROADWAY

 BLOOMINGTON MN 55425-5550


	
7804
 ABERCORN STREET

 PO BOX 82, SPACE 70

 SAVANNAH GA 31406

	
GGP
 IVANHOE II, INC.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3500
 E WEST HWY

 SPACE 1010

 HYATTSVILLE MD 20782 

	
PREIT
 SERVICES, LLC

	
ATTN:
 GENERAL COUNSEL

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
3500
 E WEST HWY

 SPACE 1010

 HYATTSVILLE MD 20782

	
PREIT
 SERVICES, LLC

	
ATTN:
 GENERAL COUNSEL

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
139
 WOODBRIDGE CENTER DR

 WOODBRIDGE NJ 07095

	
WOODBRIDGE
 CENTER PROPERTY, LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
544
 SMITHHAVEN MALL

 LAKE GROVE NY 11755

	
MALL
 AT SMITH HAVEN, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3001
 WHITE BEAR AVE NORTH, SUITE 1007B

 ST. PAUL MN 55109

	
MAPLEWOOD
 MALL ASSOCIATES LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDINAPOLIS IN 46204


	
75
 WEST ROUTE 59, SUITE 1045

 NANUET NY 10954-2732

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1058
 BAYBROOK MALL

 FRIENDSWOOD TX 77546

	
BAYBROOK
 MALL LP-C/O GENERAL

	
GROWTH
 PROPERTIES

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
2019
 GREEN ACRES MALL

 SPACE 236

 VALLEY STREAM NY 11581

	
GREEN
 ACRES MALL, L.L.C.

	
VORNADO
 REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
151
 EAST BROAD STREET

 WESTFIELD NJ 07090

	
143
 EAST BROAD ST, LLC, 151 ASSOC., LLC, 

	
&
 161 E BROAD ST ASSOC., LLC

 171 LINCOLN ROAD

 WESTFIELD NJ 07090


	
268
 W 125TH STREET

 NEW YORK NY 10027

	
ALVIN
 AND ROSA HUDGINS LLC

	
7318
 WESTMINISTER COURT

 UNIVERSITY PARK FL 34201













	
 

	
 

	
 


	
7501
 W CERMAK ROAD

 SPACE G7

 NORTH RIVERSIDE IL 60546

	
NORTH
 RIVERSIDE PARK ASSOC. LLC

	
MALL
 MANAGEMENT

 7501 WEST CERMAK ROAD

 NORTH RIVERSIDE IL 60546


	
1455
 STATE ROAD 436, SUITE 275

 CASSELBERRY FL 32707-6558

	
DDRM
 CASSELBERRY COMMONS, LLC

	
C/O
 DEVELOPERS DIVERSIFIED REALTY CORPORATION

 3300 ENTERPRISE PARKWAY

 ATTN: EXECUTIVE VICE PRESIDENT

 BEACHWOOD OH 44122


	
2539
 FUTURA PARKWAY

 SPACE J715 SUITE 110

 PLAINFIELD IN 46168

	
METROPOLIS
 II CONSTRUCTION, LLC

	
C/O
 PREMIER PROPERTIES USA, INC.

 8425 WOODFIELD CROSSING BLVD., SUITE 201E

 INDIANAPOLIS IN 46240


	
9702
 QUIVIRA ROAD

 LENEXA KS 66215-1608

	
BROADWAY
 PLAZA PARTNERS, LLC

	
C/O
 BLOCK & COMPANY, INC

 605 WEST 47TH STREET, SUITE 200 

 KANSAS CITY MO 64112


	
3390
 ALPINE AVE NW

 GRAND RAPIDS MI 49544

	
GS
 II GREEN RIDGE LLC

	
DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
9701
 VILLAGE PLACE BLVD

 BRIGHTON MI 48116

	
GREEN
 OAK VILLAGE PLACE I, LLC

	
ONE
 TOWNE SQUARE, SUITE 1600

 SOUTHFIELD MI 48076


	
11256
 WEST FLORISSANT

 FLORISSANT MO 63033

	
HERITAGE
 CLOCKTOWER PLACE SPE, LLC

	
CENTRO
 WATT

 131 DARTMOUTH STREET

 ATTN: GENERAL COUNSEL

 BOSTON MA 02116-5134


	
2125
 ZUMBEHL ROAD

 ST. CHARLES MO 63303-2724

	
CAPLACO
 MANAGEMENT COMPANY

	
CAPITOL
 LAND COMPANY

 PO BOX 419121

 11850 STUDT AVENUE

 ST. LOUIS MO 63141


	
9609
 J INDEPENDENCE BLVD

 MATTHEWS NC 28105

	
SC
 WINDSOR SQUARE, LLC

	
ATTN:PRESIDENT

 ONE NORTH CLEMATIS STREET, SUITE 305

 WEST PALM BEACH FL 33401


	
2608
 BETHEL ROAD

 COLUMBUS OH 43220

	
CARRIAGE
 PLACE

	
C/O
 CASTO

 191 WEST NATIONWIDE BOULEVARD, SUITE 200

 ATTENTION: GENERAL COUNSEL

 COLUMBUS OH 43215-2568


	
4110-4114
 WILLIAM PENN HW

 MONROEVILLE PA 15146

	
PZ
 MIRACLE LIMTIED PARTNERSHIP

	
300
 MARKET STREET

 JOHNSTOWN PA 15901


	
9171
 ROOSEVELT BLVD

 SPACE 10

 PHILADELPHIA PA 19114

	
FEDERAL
 REALTY INVESTMENT TRUST

	
ATTN:
 LEGAL DEPT.

 1626 EAST JEFFERSON STREET

 ROCKVILLE MD 20852-4041


	
4211
 SOUTH COOPER STREET, SUITE 105

 ARLINGTON TX 76015

	
UHLMANN-ARLINGTON,
 LLC

	
 13245 RIVERSIDE DRIVE, SUITE 500

 SHERMAN OAKS CA 91423


	
5425
 S PADRE ISLAND DR

 SPACE 133

 CORPUS CHRISTI TX 78411

	
WEINGARTEN
 REALTY INVESTORS

	
ATTN:
 GENERAL COUNSEL

 2600 CITADEL PLAZA DRIVE

 P0215-001 LFOOTLR01-DOM

 HOUSTON TX 77008


	
2808
 61ST STREET

 GALVESTON TX 77551-2003

	
ALFA
 DEVELOPMENT, LLC

	
C/O
 WULFE MANAGEMENT SERVICES, INC.

 12 GREENWAY PLAZA, SUITE 1500

 HOUSTON TX 77046


	
7305
 SAN DARIO AVE, SUITE 6

 LAREDO TX 78045

	
WRI
 TRAUTMANN, L.P.

	
ATTN:
 GENERAL COUNSEL

 2600 CITADEL PLAZA DRIVE

 HOUSTON TX 77008


	
3424
 AMELIA DRIVE

 ORCHARD PARK NY 14127-1519

	
QUAKER
 CROSSING LLC

	
ATTN:
 GERALD A. BUCHHEIT, JR. GM

 3275 N. BENZING ROAD

 ORCHARD PARK NY 14127













	
 

	
 

	
 


	
1000
 HYLAN DRIVE

 ROCHESTER NY 14623

	
JAY
 SCUTTI LEASEHOLD, LLC

	
ATTENTION:
 DALE SCUTTI

 JAY SCUTTI PLAZA

 1000 HYLAN DRIVE

 ROCHESTER NY 14623


	
1830
 SOUTH ROAD

 WAPPINGERS FALLS NY 12590-1371

	
NINE
 MALL INVESTORS, LLC

	
1680
 ROUTE 23, SUITE 330

 WAYNE NJ 07470


	
1116
 JACKSON CROSSING

 JACKSON MI 49202-2041

	
RAMCO-GERSHENSON
 PROPERTIES, LP

	
31500
 NORTHWESTERN HIGHWAY, SUITE 300

 FARMINGTON HILLS MI 48334


	
5125
 HARVEY STREET

 SPACE E-104

 MUSKEGON MI 49444-9765

	
RAMCO
 LAKESHORE LLC

	
31500
 NORTHWESTERN HIGHWAY, SUITE 300

 FARMINGTON HILLS MI 48334


	
4585
 CANAL SW, SUITE B-300

 GRANDVILLE MI 49418

	
DDR
 MDT GRANDVILLE MARKETPLACE LLC

	
DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 3300 ENTERPRISE PAKWAY

 ATTN: SENIOR EXECUTIVE VICE PRESIDENT

 BEACHWOOD OH 44122


	
5840
 C CRAWFORDSVILLE RD

 SPEEDWAY IN 46224

	
CENTRO
 BRADLEY SPE 5 LLC

	
CENTRO
 WATT

 131 DARTMOUTH STREET

 ATTN: GENERAL MANAGER

 BOSTON MA 02116-5134


	
7020
 QUAKER AVENUE, UNIT 7

 LUBBOCK TX 794242322

	
HARTFORD-LUBBOCK
 LIMITED PARTNERSHIP II

	
149
 COLONIAL ROAD

 MANCHESTER CT 06045


	
5882
 EASTEX FREEWAY

 BEAUMONT TX 77708-4824

	
EASTEX
 VENTURE

	
ATTN:
 GENERAL COUNSEL

 2600 CITADEL PLAZA DRIVE

 HOUSTON TX 77008


	
13221
 CITY STATION DRIVE, SUITE 141

 JACKSONVILLE FL 32218-7251

	
RAMCO
 JACKSONVILLE, LLC

	
RIVER
 CITY MARKETPLACE

 31500 NORTHWESTERN HIGHWAY, SUITE 300

 FARMINGTON HILLS MI 48334



	
341
 COLLEGE ROAD

 SPACE 55

 WILMINGTON NC 28403

	
CENTRO
 HERITAGE SPE 4 LLC

	
CENTRO
 WATT

 131 DARTMOUTH STREET

 ATTN: GENERAL COUNSEL

 BOSTON MA 02116


	
6401
 BLUEBONNET BLVD

 SPACE 2114

 BATON ROUGE LA 70836

	
MALL
 OF LOUISIANA

	
GGP-MALL
 OF LOUISIANA, LP

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN.

 CHICAGO IL 60606


	
1982
 W GRAND RIVER AVE

 SPACE 417

 OKEMOS MI 48864

	
MERIDIAN
 MALL L.P.

	
C/O
 CBL & ASSOCIATES MGMT, INC

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
1440
 VOORHEES TOWN CENTER

 VOORHEES NJ 08043-1905

	
PR
 ECHELON LIMITED PARTNERSHIP

	
C/O
 PREIT

 200 SOUTH BROAD STREET, 3RD FL

 ATTN:BRUCE GOLDMAN,ESQUIRE

 PHILADELPHIA PA 19102


	
6170
 WEST GRAND AVENUE

 SPACE 665

 GURNEE IL 60031

	
MALL
 AT GURNEE MILLS, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2141
 UNIVERSITY SQ MALL

 TAMPA FL 33612

	
SOMEROCK
 UNIVERSITY MALL OWNER, LLC

	
SOMERA
 CAPITAL MANAGEMENT LLC

 ATTN:CHARLIE CHRISTENSEN, CSM

 115 WEST CANON PERDIDO STREET

 SANTA BARBARA CA 93111


	
6200
 20TH STREET

 SPACE 340

 VERO BEACH FL 32966

	
INDIAN
 RIVER MALL, LLC

	
M.S.
 MANAGEMENT ASSOCIATES, INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
3919
 LAFAYETTE ROAD

 SPACE 550

 INDIANAPOLIS IN 46254

	
CINEMA
 VETERANS, LLC

	
C/O
 ASHKENAZY ACQUISITION CORPORATION

 433 5TH AVE, 2ND FL

 NEW YORK NY 10016


	
3919
 LAFAYETTE ROAD

 SPACE 550

 INDIANAPOLIS IN 46254

	
CINEMA
 VETERANS, LLC

	
C/O
 ASHKENAZY ACQUISITION CORPORATION

 433 5TH AVE, 2ND FL

 NEW YORK NY 10016


	
3487
 E COLONIAL DR

 SPACE G-32

 ORLANDO FL 32803

	
PR
 ORLANDO FASHION SQUARE LLC

	
C/O
 PREIT SERVICES, LLC

 ATTN: GENERAL COUNSEL

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
801
 N CONGRESS AVENUE

 SPACE 253

 BOYNTON BEACH FL 334263364

	
BOYNTON
 JCP ASSOCIATES LTD

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
21712
 HAWTHORNE BLVD

 SPACE 230

 TORRANCE CA 90503

	
DEL
 AMO FASHION CENTER OPERATING
COMPANY, LLC

	
C/O
 MILLS SERVICES CORP.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2200
 S 10TH ST

 SPACE 1-16A

 MCALLEN TX 78503

	
SIMON
 PROPERTY GROUP (TEXAS) L.P.

	
M.S.
 MANAGEMENT ASSOC, INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
20505
 SOUTH DIXIE HWY

 SPACE 1143

 CUTLER BAY FL 33189

	
SOUTHLAND
 MALL PROPERTIES, LLC

	
GUMBERG
 ASSET MGMT CORP

 3200 NORTH FEDERAL HIGHWAY

 FT LAUDERDALE FL 33306


	
20505
 SOUTH DIXIE HWY

 SPACE 1143

 CUTLER BAY FL 33189

	
SOUTHLAND
 MALL PROPERTIES, LLC

	
GUMBERG
 ASSET MGMT CORP

 3200 NORTH FEDERAL HIGHWAY

 FT LAUDERDALE FL 33306


	
738
 CANAL STREET

 NEW ORLEANS LA 70130-2310

	
COLEMAN
 E. ADLER II

	
722
 CANAL STREET

 NEW ORLEANS LA 70130


	
5080
 RIVERSIDE DRIVE, SUITE 223

 MACON GA

 31210 

	
SHOPPES
 AT RIVER CROSSING

	
C/O
 SHOPPES AT RIVER CROSSING, LLC

 110 N. WACKER DR.

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL

 60606


	
26A
 EST CHARLOTTE AMALIE

 ST. THOMAS VI 00802

	
TUTU
 PARK LIMITED

	
C/O
 TUTU PARK MALL

 4605 TUTU PARK MALL, STE 254

 ST. THOMAS VI 00802-1736


	
26A
 EST CHARLOTTE AMALIE

 ST. THOMAS VI 00802

	
TUTU
 PARK LIMITED

	
C/O
 TUTU PARK MALL

 4605 TUTU PARK MALL, STE 254

 ST. THOMAS VI 00802-1736


	
14700
 EAST INDIANA AVE

 SPACE 1028

 SPOKANE WA 99216

	
SPOKANE
 MALL L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES,

 INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
495
 UNION STREET

 BOX 200

 WATERBURY CT 06706

	
BRASS
 MILL CENTER

	
GGP-BRASS
 MILL, INC.

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
667
 BROADWAY MALL

 HICKSVILLE NY 11801

	
VORNADO
 BROADWAY MALL LLC

	
ATTN:
 EXECUTIVE V P, RETAIL R/E- FIN’ANC ADMIN-CFO

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
250
 GRANITE STREET

 BRAINTREE MA 02184

	
BRAINTREE
 PROPERTY ASSOCIATES LP

	
C/O
 M.S. MANAGEMENT ASSOCIATES

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
4201
 NORTH SHILOH DRIVE

 SPACE 149

 FAYETTEVILLE AR 72703

	
MMP
 ARKANSAS LLC

	
NORTHWEST
 ARKANSAS MALL

 MALL MANAGEMENT OFFICE

 4201 NORTH SHIILOH DRIVE

 FAYETTEVILLE AR 72703


	
3929
 MCCAIN BLVD

 SPACE K07

 NORTH LITTLE ROCK AR 72116

	
MCCAIN
 MALL COMPANY, L.P. 

	
C/O
 SIMON PROPERTY GROUP, INC

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
21100
 DULLES TOWN CIRCLE, SUITE 276

 DULLES VA20166 

	
DULLES
 TOWN CENTER MALL LLC

	
C/O
 LERNER CORPORATION

 2000 TOWER OAKS BLVD, 8TH FL

 ROCKVILLE MD 20852-4208


	
7
 NEPONSET STREET

 WEST 210

 WORCESTER MA 01606

	
MAYFLOWER
 GREENDALE, L.P.

	
C/O
 SIMON PROPERTY GROUP, L.P.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4502
 SOUTH STEELE ST SUITE 804A

 TACOMA WA 98409-7254

	
TACOMA
 MALL PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4285
 BELDON VILLAGE MALL

 UNIT A-14

 CANTON OH 44718

	
WEA
 BELDEN LLC

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD, 12TH

 FLOOR/ATTN; LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
4601
 EAST MAIN STREET

 SPACE 750

 FARMINGTON NM 87402

	
PRICE-ASG
 L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES, INC.

 110 NORTH WACKER DRIVE

 ATTN: DIANE DEAN

 CHICAGO IL 60606


	
6000
 WEST MARKHAM

 SPACE 3172

 LITTLE ROCK AR 72205

	
CBL/PARK
 PLAZA MALL, LLC

	
C/O
 CBL & ASSOC. MGMT INC.

 2030 HAMILTON PLACE BLVD.

 SUITE 500

 CHATTANOOGA TN 37421-6000


	
1057
 BROAD STREET

 SPACE 57

 SUMTER SC 29150

	
SUMTER
 MALL, LLC

	
HULL
 STOREY RETAIL GROUP LLC

 1190 INTERSTATE PARKWAY

 AUGUSTA GA 30909


	
2600
 BEACH BLVD

 SPACE 36-37

 BILOXI MS 39531

	
AMERICAN
 NATIONAL INSURANCE CO.

	
JIM
 WILSON & ASSOCIATES, INC.

 2660 EASTCHASE LANE, SUITE 100

 MONTGOMERY AL 36117


	
2600
 BEACH BLVD

 SPACE 36-37

 BILOXI MS 39531

	
AMERICAN
 NATIONAL INSURANCE CO.

	
JIM
 WILSON & ASSOCIATES, INC.

 2660 EASTCHASE LANE, SUITE 100

 MONTGOMERY AL 36117


	
1451
 CORAL RIDGE AVE

 SPACE 328

 CORALVILLE IA 52241

	
CORAL
 RIDGE MALL

	
C/O
 GGP LIMITED PARTNERSHIP

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2156
 E WILLIAMS FIELD RD, SUITE 112

 GILBERT AZ

 85296

	
WESTCOR
 SANTAN VILLAGE LLC

	
CENTER
 MANAGER

 11411 NORTH TATUM BOULEVARD

 PHOENIZ AZ 85028


	
3500
 SOUTH MERIDIAN

 SPACE 325

 PUYALLUP WA 98373-3704

	
THE
 CAFARO NORTHWEST PARTNERSHIP

	
2445
 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504


	
2790
 PALISADES CENTER DR

 WEST NYACK NY 10994

	
EKLECCO
 NEWCO, LLC

	
C/O
 PYRAMID MANAGEMENT GROUP INC.

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
2400
 RICHMOND RD STE 89

 TEXARKANA TX 75503-2460

	
GG&A
 CENTRAL MALL PARTNERS, L.P.

	
124
 JOHNSON FERRY ROAD

 ATTN:ASSET MANAGER, CENTRAL MALL-TEXARKANA

 ATLANTA GA 30328













	
 

	
 

	
 


	
400
 CALLE BETANCES, SUITE 300

 CAGUAS PR 00725-5207

	
VORNADO
 CAGUAS, L.P.

	
C/O
 VORNADO REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
1600
 NORTH RIVERSIDE AVE

 SPACE 1138

 MEDFORD OR 97501

	
ROGUE
 VALLEY MALL L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES

 ATTN: GENERAL COUNSEL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
631
 EAST BOUGHTON ROAD

 SUITE 110, SPACE 450

 BOLINGBROOK IL 60440

	
FC
 JANES PARK, LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE, SUITE 1360

 CLEVELAND OH 44113-2267


	
158
 PROVIDENCE PLACE

 PROVIDENCE RI 029031747

	
ROUSE
 PROVIDENCE LLC

	
PROVIDENCE
 PLACE

 LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
226
 SUN VALLEY MALL

 CONCORD CA 94520

	
SUNVALLEY
 SHOPPING CENTER LLC

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD, SUITE 300

 P.O. BOX 200

 BLOOMFIELD HILLS MI 48303-0200


	
975
 HOSTOS AVENUE

 SPACE 59-A

 MAYAGUEZ PR 006801267

	
EMPRESAS
 PUERTORRIQUENAS DE

	
DESARROLLO,
 INC.

 304 PONCE DE LEON AVENUE, SUITE 1100

 HATO REY PR 00918


	
5720
 DURAND AVENUE

 RACINE WI 53406

	
RACINE
 JOINT VENTURE II, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 5538 DURAND AVENUE

 ATTN: PROPERTY MANAGER

 RACINE WI

 53406


	
221
 CHESTERFIELD MALL

 CHESTERFIELD MO 63017

	
CHESTERFIELD
 MALL, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
265
 GOLF MILL SC

 NILES IL 60714

	
MILWAUKEE
 GOLF SHOPPING CENTER LLC

	
GOLF
 MILL SHOPPING CENTER

 C/O GENERAL GROWTH MANAGEMENT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3513
 DILLON DRIVE

 PUEBLO CO 81008

	
PM
 LENDING, LLC

	
C/O
 GEM INVESTORS, INC.

 900 NORTH MICHIGAN AVENUE, SUITE 1400

 CHICAGO IL 60611


	
1701
 SUNRISE HIGHWAY

 SPACE N4

 BAY SHORE NY 11706

	
WESTLAND
 SOUTH SHORE MALL, L.P.

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
1701
 SUNRISE HIGHWAY

 SPACE N4

 BAY SHORE NY 11706

	
WESTLAND
 SOUTH SHORE MALL, L.P.

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BOULEVARD, 11TH FLOOR 

 LOS ANGELES CA 90025


	
2737
 EASTLAND MALL

 SPACE D44

 COLUMBUS OH 43232

	
EM
 COLUMBUS II, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
WEST
 MAIN ST COMERIO

 SPACE 1035

 BAYAMON PR 00961

	
DDR
 DEL SOL LLC SE

	
DDR
 PR VENUTURES II LLC

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122













	
 

	
 

	
 


	
3849
 S DELSEA DRIVE, SUITE C10

 VINELAND NJ 08360

	
C/O
 PREIT SERVICES, LLC

	
ATTN:
 GENERAL COUNSEL

 THE BELLEVUE – 3RD FLOOR

 200 SOUTH BROAD STREET

 PHILADELPHIA PA 19102


	
40820
 WINCHESTER ROAD

 SPACE 2360

 TEMECULA CA 92591

	
TEMECULA
 TOWN CENTER ASSOCIATES, L.P.

	
A
 CALIFORNIA LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2267


	
305
 WEST FM 1382, SUITE 602

 CEDAR HILL TX 75104

	
UPTOWN
 VILLAGE AT CEDAR HILL LP

	
ATTN:
 LEASING

 5710 LBJ FREEWAY SUITE 450

 DALLAS TX 7520-6399


	
6121
 WEST PARK BLVD, SUITE A-110

 PLANO TX 75093

	
WILLOW
 BEND ASSOCIATES LIMITED PARTNERSHIP

	
C/O
 THE TAUBMAN COMPANY

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48304


	
1088
 W MARINE CORPS DRIVE, SUITE 156

 DEDEDO GU 96929-5547

	
GOODWIND
 DEVELOPMENT CORP.

	
MICRONESIA
 MALL

 SUITE 214

 1088 W. MARINE DRIVE

 DEDEDO GU 96912


	
357
 MAINE MALL

 SOUTH PORTLAND ME 04106

	
GGP-MAINE
 MALL LLC

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
10300
 W FOREST HILL BLVD

 SPACE 236

 WELLINGTON FL 33414

	
TJ
 PALM BEACH ASSOCIATES LP

	
200
 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48303


	
210
 CROSS CREEK MALL

 FAYETTEVILLE NC 28303

	
CROSS
 CREEK MALL, LLC

	
C/O
 CBL &ASSOCIATES PROPERTIES

 INC/2030 HAMILTON PLACE BLVD., SUITE 500

 CHATTANOOGA TN 37421


	
3326
 WEST FRIENDLY AVE, SUITE 128

 GREENSBORO NC 27410

	
STARMOUNT
 COMPANY

	
600
 GREEN VALLEY ROAD, SUITE 300

 GREENSBORO NC 27408


	
750
 CITADEL DRIVE E

 COLORADO SPRINGS CO 80909

	
MMP
 CITADEL LLC

	
5571
 BLEAUX AVENUE

 SPRINGDALE AR 72762


	
700
 QUINTARD DRIVE

 SPACE 42

 OXFORD AL 36203

	
QUINTARD
 MALL, LTD.

	
C/O
 GRC MANAGEMENT LLC

 200 GREEN SPRINGS HGWY

 BIRMINGHAM AL 35209-4906


	
2800
 NORTH ELM STREET

 LUMBERTON NC 28358

	
BIGGS
 PARK, INC.

	
3550
 ELIZABETHTOWN ROAD

 LUMBERTON NC 28358


	
2008
 GREEN OAKS ROAD

 SPACE N-7

 FORT WORTH TX 76116

	
WM
 RIDGMAR, L.P.

	
1888
 GREEN OAKS ROAD

 ATTN: CENTER MANAGER

 FORT WORTH TX 76116


	
1300
 ULSTER AVENUE, SUITE 154

 KINGSTON NY 12401

	
PCK
 DEVELOPMENT CO., L.L.C.

	
LEGAL
 DEPARTMENT

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
1200
 10TH AVENUE SOUTH

 SPACE 9

 GREAT FALLS MT 59405

	
HOLIDAY
 VILLAGE PARTNERS LLC

	
C/O
 GK DEVELOPMENT

 303 EAST MAIN STREET, SUITE# 201

 BARRINGTON IL 60010


	
6738
 TYRONE SQUARE, SUITE 270

 ST. PETERSBURG FL 33710-3934

	
SIMON
 CAPITAL GP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
304
 SOUTHCENTER MALL

 TUKWILA WA 981882841

	
WEA
 SOUTHCENTER LLC

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD, 12TH FLOOR

 LEGAL DEPARTMENT

 LOS ANGELES CA 90025











	
 

	
 

	
 


	
480
 CENTER STREET, SUITE 142

 SALEM OR 97301

	
PRICE-ASG
 L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES, INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
691
 RICHMOND ROAD

 SPACE D07

 RICHMOND HEIGHTS OH 44143

	
RICHMOND
 TOWN SQUARE MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON SREET

 INDIANAPOLIS IN 46204


	
4250
 CERRILLOS ROAD

 PO BOX 29536

 SANTA FE NM 87507

	
B&B
 SANTA FE MALL, LLC

	
GREGORY
 GREENFIELD & ASSOC.

 124 JOHNSON FERRY ROAD NE

 ATTN: ASSET MANAGER-SANTA FE PLACE

 ATLANTA GA 30328


	
108
 NORTH DARTMOUTH MALL

 NORTH DARTMOUTH MA

 02747

	
PR
 NORTH DARTMOUTH, LLC

	
C/O
 PREIT SERVICES, LLC, SUITE 300

 200 SOUTH BROAD STREET

 PHILADELPHIA PA 19102


	
3811
 S COOPER STREET, SUITE 2170 

 ARLINGTON TX 76015

	
THE
 PARKS AT ARLINGTON, LLC

	
3811
 S. COOPER ST- STE.2206

 ARLINGTON TX 76015


	
1391
 EAST HIGHLAND AVE, SUITE 131

 SELMA AL 36703

	
SELMA
 COMMUNITY BUILDERS INC

	
C/O
 ARONOV REALTY MANAGEMENT

 3500 EASTERN BLVD

 MONTGOMERY AL 36123


	
4601
 EAST MAIN STREET

 SPACE 890

 FARMINGTON NM 87402

	
PRICE-ASG
 L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES, INC.

 110 NORTH WACKER DRIVE

 ATTN: DIANE DEAN

 CHICAGO IL 60606


	
4171
 NORTH 56TH STREET

 MILWAUKEE WI 53216

	
INLAND
 US MANAGEMENT LLC/BLDG # 6090

	
ATTN:
 MIKE LAPIETRA-PROPERTY MANAGER

 2901 BUTTERFIELD ROAD

 OAK BROOK IL 60523


	
3333
 WEST TOUHY AVENUE

 SPACE D9

 LINCOLNWOOD IL 60712

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 M.S. MGMT ASSOCIATES, INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1201
 BROADWAY DRIVE

 SPACE N118 

 SAUGUS MA 01906

	
MAYFLOWER
 SQUARE ONE, LLC

	
C/O
 SIMON PROPERTY GROUP, L.P.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3900
 WEST MADISON BLVD

 CHICAGO IL 60624

	
WEST
 MADISON PROPERTIES, LLC

	
P.O.
 BOX 159

 115 S. WILKE – SUITE 200

 ARLINGTON HEIGHTS IL

 60006-0159


	
5624
 DURAND AVENUE

 RACINE WI 53406

	
RACINE
 JOINT VENTURE II, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 5538 DURAND AVENUE

 ATTN: PROPERTY MANAGER

 RACINE WI 53406


	
310
 DANIEL WEBSTER HWY

 SPACE 189

 NASHUA NH 03060

	
PHEASANT
 LANE REALTY TRUST

	
C/O
 SIMON PROPERTY GROUP, L.P.

 NATIONAL CITY CENTER

 115 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1601
 WILLOW LAWN DRIVE, SUITE 250

 RICHMOND VA23230 

	
FEDERAL
 REALTY INVESTMENT TRUST

	
1626
 EAST JEFFERSON STREET

 ROCKVILLE MD 20852-4041


	
2700
 N NARRAGANSETT AVE

 SUITE F13-F14

 CHICAGO IL 60639-1030

	
INLAND
 US MANAGEMENT LLC/BLDG.

	
ATTN:
 ROBERT LEAHY

 2901 BUTTERFIELD ROAD

 OAK BROOK IL 60523


	
3645
 IRVING MALL

 IRVING TX 75062

	
SIMON
 PROPERTY GROUP (TEXAS), LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
3667
 PAGE BLVD

 ST. LOUIS MO 63113

	
MLK
 PLAZA LP

	
COMMPROS,
 INC.

 1401 QUAIL STREET, SUITE# 105

 NEWPORT BEACH CA 92660


	
326
 5TH AVENUE

 PITTSBURGH PA 15222

	
WARNER
 CENTRE LP

	
JJ
 OPERATING INC.

 112 WEST 34TH STREET, SUITE 2106

 NEW YORK NY 10120


	
1132
 E MEYER BLVD

 KANSAS CITY MO 64131

	
LANDING
 VENTURE ASSOCIATES

	
C/O
 BLOCK & COMPANY, INC.

 605 W. 47TH STREET, SUITE 200

 KANSAS CITY MO 64112


	
1260
 FRANKLIN ML CIRCLE

 SPACE 837

 PHILADELPHIA PA 19154-3129

	
FRANKLIN
 MILLS ASSOCIATES LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
4125
 CLEVELAND AVE, SUITE 1240

 FORT MYERS FL 33901-9059

	
EDISON
 MALL BUSINESS TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1404
 N PARHAM ROAD

 SPACE R129

 RICHMOND VA 23229

	
TAUBMAN
 REGENCY SQUARE ASSOCIATES LLC

	
C/O
 THE TAUBMAN COMPANY

 ATTN: SUSAN EGGERT

 200 EAST LONG LAKE ROAD

 BLOOMFIELD HILLS MI 48303


	
S
 8001 ORANGE BLOSSOM TRL

 SPACE 1184A

 ORLANDO FL 32809

	
FLORIDA
 MALL ASSOCIATES, LTD

	
M.S.
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
7925
 FM 1960 RD WEST

 SPACE 1242

 HOUSTON TX 77070

	
WILLOWBROOK
 MALL (TX)LLC

	
ATTN:
 GENERAL COUNSEL

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
12300
 JEFFERSON AVENUE

 SPACE 608

 NEWPORT NEWS VA 23602 

	
PR
 PATRICK HENRY LLC

	
PREIT
 SERVICES, LLC

 200 SOUTH BROAD ST.,3RD FLOOR

 ATTN: GENERAL COUNSEL

 PHILADELPHIA PA 19102


	
6700
 DOUGLAS BLVD

 SPACE 1490

 DOUGLASVILLE GA 30135

	
ARBOR
 PLACE II, LLC

	
6700
 DOUGLAS BLVD

 DOUGLASVILLE GA 30135


	
2950
 EAST TEXAS STREET

 SPACE 10

 BOSSIER CITY LA 71111

	
PIERRE
 BOSSIER MALL

	
PIERRE
 BOSIER MALL, LP

 ATTN: LAW/LEASE ADMINISTRATION DEPARTMENT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
6301
 NW LOOP 410, SUITE N6

 SAN ANTONIO TX 78238

	
INGRAM
 PARK MALL, L.P.

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
1101
 MELBOURNE RD, SUITE 4019

 HURST TX 76053

	
PALM
 BEACH MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46104


	
3000
 GRAPEVINE MILLS PKWY, SUITE 406

 GRAPEVINE TX 76051

	
GRAPEVINE
 MILLS L. P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
466
 FULTON STREET

 BROOKLYN NY 11201

	
FULTON
 2000 PARTNERS, L.P.

	
C/O
 BLDG MANAGEMENT CO., INC.

 417 FIFTH AVE., 4TH FLOOR

 NEW YORK NY 10016


	
266-B
 YORKTOWN CENTER

 LOMBARD IL 60148

	
YORKTOWN
 HOLDINGS LLC

	
C/O
 LONG PEHRSON ASSOC., LLC

 203 YORKTOWN

 LOMBARD IL

 60148













	
 

	
 

	
 


	
STATE
 ROAD #3 KM 134.7

 SPACE #44B

 GUAYAMA PR 00784

	
PLAZA
 GUAYAMA, S.E.

	
ADMINISTRATIVE
 OFFICE

 STATE ROAD #3

 KM 134.7

 GUYAMA PR 00784


	
230
 SOUTHPARK CIRCLE

 SPACE 52

 COLONIAL HEIGHTS VA 23834-2964

	
SOUTHPARK
 MALL, LLC

	
C/O
 CBL & ASSOCIATES

 PROPERTIES, INC./2030 HAMILTON

 PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421


	
2655
 RICHMOND AVE

 SPACE 1035

 STATEN ISLAND NY 10314

	
ROUSE
 SI SHOPPING CENTER, LLC

	
GENERAL
 GROWTH COMPANY

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
691
 RICHMOND ROAD

 SPACE D09

 RICHMOND HEIGHTS OH 44143

	
RICHMOND
 TOWN SQUARE MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON SREET

 INDIANAPOLIS IN 46204


	
8200
 PERRY HALL BLVD

 SPACE 1090

 NOTTINGHAM MD 21236

	
WHITE
 MARSH MALL 

	
C/O
 WHITE MARSH MALL, LLC

 ATTN: LAW/LEASING ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
7433
 NORTH KENDALL DRIVE

 MIAMI FL 33156-7702

	
SDG
 DADELAND ASSOCIATES, INC.

	
TRUSTEE
 C/O

 M.S MANAGEMENT ASSOCIATES, INC

 NATIONAL CITY CENTER – 115 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
3554
 HARRISBURG MALL

 HARRISBURG PA 17111-1209

	
TD
 BANK, NA.

	
RE:
 HARRISBURG MALL

 P.O. BOX 95000-3625

 PHILADELPHIA PA 19195-0001


	
168
 LEHIGH VALLEY MALL

 WHITEHALL PA 18052

	
MALL
 AT LEHIGH VALLEY LP

	
C/O
 KRAVCO COMPANY

 234 GODDARD BOULEVARD

 P.O. BOX 135

 KING OF PRUSSIA PA 19406


	
6198
 GREENBELT RD

 UNIT 01B

 GREENBELT MD 20770

	
GB
 MALL LIMITED PARTNERSHIP

	
C/O
 QUANTUM MANAGEMENT COMPANY

 4912 DEL RAY AVENUE

 BETHESDA MD 20814


	
1067
 W BALTIMORE PIKE

 MEDIA PA19063 

	
SM
 GRANITE RUN MALL LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
ONE
 MILLS CIRCLE

 SPACE 513

 ONTARIO CA 91764-5211

	
ONTARIO
 MILLS LIMITED PARTNERSHIP

	
C/O
 MILLS SERVICES CORP.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
111
 GREAT MALL DRIVE

 MILPITAS CA 95035

	
MILPITAS
 MILLS LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
5000
 ARIZONA MILLS CIRCLE

 SPACE 202

 TEMPE AZ 85282

	
ARIZONA
 MILLS LLC

	
C/O
 MILLS SERVICES CORP.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
353
 BRANDON TOWN CENTER

 BRANDON FL 33511

	
BRANDON
 SHOPPING CENTER PARTNERS, LTD

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD, FLOOR 12

 ATTN: LEASE ADMINISTRATION

 LOS ANGELES CA 90025


	
2401
 S STEMMONS FREEWAY, SUITE 2134

 LEWISVILLE TX 750672305

	
VISTA
 RIDGE JOINT VENTURE

	
C/O
 GENERAL GROWTH RPOPERTIES, INC.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606













	
 

	
 

	
 


	
2405
 SOUTHLAKE MALL

 MORROW GA 30260-2334

	
SOUTHLAKE
 MALL, L.L.C.

	
C/O
 GENERAL GROWHT PROP., INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
6170
 WEST GRAND AVENUE

 SPACE 481

 GURNEE IL 60031

	
MALL
 AT GURNEE MILLS, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3320
 SILAS CREEK PARKWAY, SUITE 4416

 WINSTON SALEM NC 27103

	
JG
 WINSTON-SALEM, LLC

	
CBL
 & ASSOCIATES PROPERTIES, INC

 CBL CENTER 

 2030 HAMILTON PLACE BLVD., SUITE 500

 CHATTANOOGA TN 37421-6000


	
1335
 CUMBERLAND MALL

 ATLANTA GA 30339

	
CUMBERLAND
 MALL, LLC

	
C/O
 GGP

 110 NORTH WACKER DRIVE

 ATTN:LAW/LEASE ADMIN

 CHICAGO IL 60606


	
9465
 CORTANA PLACE

 BATON ROUGE LA 70815

	
CORTANA
 MALL LLC

	
C/O
 JANOFF & OLSHAN, INC.

 655 MADISON AVENUE, SUITE 1206

 NEW YORK NY 10022


	
9465
 CORTANA PLACE

 BATON ROUGE LA 70815

	
CORTANA
 MALL LLC

	
C/O
 JANOFF & OLSHAN, INC.

 654 MADISON AVENUE, SUITE 1205

 NEW YORK NY 10021


	
2385
 W CHELTENHAM AVE

 SPACE 186

 PHILADELPHIA PA 19150

	
THOR
 CHELTENHAM MALL, LP

	
C/O
 THOR EQUITIES, LLC

 25 WEST 39TH STREET, 11TH FLOOR

 NEW YORK NY 10018


	
153
 LINCOLN MALL DRIVE

 SPACE 161

 MATTESON IL 60443

	
REALTY
 AMERICA GROUP L.P.

	
LINCOLN
 MALL

 5440 HARVEST HILL ROAD, SUITE 237

 DALLAS TX 75230


	
15555
 EAST 14TH STREET, SUITE 212

 SAN LEANDRO CA 94578

	
MADISON
 BAY FAIR LLC

	
C/O
 MADISON MARQUETTE

 2001 PENNSYLVANIA AVENUE N.W., SUITE 1000

 WASHINGTON DC 20006


	
630
 OLD COUNTRY RD

 SPACE 1158

 GARDEN CITY NY 11530

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
630
 OLD COUNTRY RD

 SPACE 1158

 GARDEN CITY NY 11530

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1801
 PALM BEACH LAKE BLVD

 SPACE 150

 WEST PALM BEACH FL 33401

	
PALM
 BEACH MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46104


	
2701
 DAVID MCLEOD BLVD

 SPACE 1420

 FLORENCE SC 29501

	
PR
 MAGNOLIA LLC

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, SUITE 300

 PHILADELPHIA PA 19102


	
390
 MAIN STREET

 BUFFALO NY 14202

	
VIOLET
 REALTY, INC

	
2100
 LIBERTY BUILDING

 420 MAIN STREET

 BUFFALO NY 14202


	
6600
 MENAUL BLVD NE

 SPACE K4

 ALBUQUERQUE NM 87110

	
CORONADO
 CENTER L.L.C.

	
C/O
 GENERAL GROWTH

 110 NORTH WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
7000
 ARUNDEL MILLS CIRCLE

 SPACE 316

 HANOVER MD 21076-1291

	
ARUNDEL
 MILLS L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438













	
 

	
 

	
 


	
400
 S BALDWIN AVENUE

 ARCADIA CA 91007

	
SANTA
 ANITA SHOPPINGTOWN LP

	
11601
 WILSHIRE BLVD, 11TH FLOOR

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
4601
 S BROADWAY

 SPACE D7

 TYLER TX 75703

	
SIMON
 PROPERTY GROUP (TEXAS), L.P.

	
C/O
 M.S. MANAGEMENT ASSOC, INC.

 NATIONAL CITY CENTER

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
8111
 CONCORD MILLS BLVD, SUITE 519

 CONCORD NC 28027

	
CONCORD
 MILLS MALL LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1365
 N DUPONT HIGHWAY, SUITE 2016

 DOVER DE 19901

	
DOVER
 MALL LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
5100
 NORTH 9TH AVE

 PENSACOLA FL 32504

	
SIMON
 PROPERTY GROUP, LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
1057
 BROAD STREET

 SPACE 31

 SUMTER SC 29150

	
SUMTER
 MALL, LLC

	
HULL
 STOREY RETAIL GROUP LLC

 1190 INTERSTATE PARKWAY

 AUGUSTA GA 30909


	
1215
 GARDEN STATE PLAZA

 PARAMUS NJ 07652-2405

	
WESTLAND
 GARDEN STATE PLAZA, LP

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD,

 12TH FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES CA 90025


	
2801
 CANDLER RD, SUITE 27

 DECATUR GA 30034

	
THOR
 GALLERY AT SOUTH DEKALB LLC

	
C/O
 THOR EQUITIES, LLC

 25 WEST 39TH STREET 11TH FLOOR

 NEW YORK NY 10018


	
3191
 28TH ST SE

 SPACE B-107

 GRAND RAPIDS MI 49512

	
PR
 WOODLAND LP

	
PREIT
 ASSOCIATES LP

 200 SOUTH BROAD STREET

 PHILADELPHIA PA 19120


	
1188
 FOX VALLEY CTR

 SPACE H2

 AURORA IL 60504

	
FOX
 VALLEY MALL LLC

	
11601
 WILSHIRE BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
330
 WASHINGTON STREET

 BOSTON MA 02108

	
330
 WASHINGTON STREET ASSOCIATES, LLC

	
C/O
 CLARENDON GROUP USA, INC

 265 FRANKLIN STREET

 BOSTON MA 02110


	
495
 UNION STREET

 BOX 200

 WATERBURY CT 06706

	
BRASS
 MILL CENTER

	
GGP-BRASS
 MILL, INC.

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1125
 SUNRISE MALL

 MASSAPEQUA NY 11758

	
SUNRISE
 MALL LLC

	
WESTFIELD,
 LLC

 11601 WILSHIRE BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
250
 GRANITE STREET

 BRAINTREE MA 02184

	
BRAINTREE
 PROPERTY ASSOCIATES LIMITED PARTNERSHIP

	
M.S.
 MANGEMENT ASSOCIATES, INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
178
 PLAZA DRIVE

 WEST COVINA

 CA

 91790

	
PLAZA
 WEST COVINA LP

	
WESTFIELD,
 LLC

 ATTN: LEGAL DEPARTMEMT

 11601 WILSHIRE BLVD, 12TH FL.

 LOS ANGELES CA 90025


	
1024
 LLOYD CENTER

 PORTLAND OR 97232-1266

	
LC
 PORTLAND, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: SENIOR VP/ CFO

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215













	
 

	
 

	
 


	
16302
 JAMAICA AVENUE

 JAMAICA NY 11432-4912

	
C/O
 SOL GOLDMAN INVESTMENTS LL

	
640
 FIFTH AVENUE, THIRD FLOOR

 NEW YORK NY 10019


	
4200
 PORTSMOUTH BLVD

 SPACE 428

 CHESAPEAKE VA 23321

	
CHESAPEAKE
 MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2020
 E EIGHT MILE ROAD

 DETROIT MI 48234

	
BELMONT
 SHOPPING CENTER LLC

	
C/O
 PETZOLD ENTERPRISES

 20630 HARPER AVENUE, SUITE 107

 HARPER WOODS MI 48225


	
3500
 MCCAIN ROAD

 SPACE M10-A

 LONGVIEW TX 756054418

	
SIMON
 PROPERTY GROUP(TEXAS)LP

	
225
 W. WASHINGTON

 NATIONAL CITY CENTER

 INDIANAPOLIS IN 46204


	
6401
 BLUEBONNET BLVD, SUITE 2174

 BATON ROUGE LA 70836

	
MALL
 OF LOUISIANA

	
GGP-MALL
 OF LOUISIANA, LP

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN.

 CHICAGO IL 60606


	
3929
 MCCAIN BLVD

 NORTH LITTLE ROCK

 AR

 72116

	
MCCAIN
 MALL COMPANY, L.P. 

	
C/O
 SIMON PROPERTY GROUP, INC

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
21100
 DULLES TOWN CIRCLE, SUITE 272

 DULLES VA 20166-2441

	
DULLES
 TOWN CENTER MALL LLC

	
C/O
 LERNER CORPORATION

 2000 TOWER OAKS BLVD, 8TH FL

 ROCKVILLE MD 20852-4208


	
4502
 SOUTH STEELE ST, SUITE 482B

 TACOMA WA 98409-7254

	
TACOMA
 MALL PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2210
 UNIVERSITY SQ MALL

 TAMPA FL 33612

	
SOMEROCK
 UNIVERSITY MALL OWNER, LLC

	
SOMERA
 CAPITAL MANAGEMENT LLC

 ATTN:CHARLIE CHRISTENSEN, CSM

 115 WEST CANON PERDIDO STREET

 SANTA BARBARA CA 93111


	
11401
 PINES BLVD

 SPACE 658

 PEMBROKE PINES FL 33026

	
PEMBROKE
 LAKES MALL LTD

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: KATHY FABRE

 CHICAGO IL 60606


	
1815
 HAWTHORNE BLVD, SUITE 212

 REDONDO BEACH CA 902783436

	
SOUTH
 BAY CENTER, LLC

	
C/O
 FOREST CITY MGMT., INC.

 COMMERCIAL DIV./TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1100

 CLEVELAND OH 44113-2203


	
451
 E ALTAMONTE DRIVE

 SPACE 1357

 ALTAMONTE SPRINGS FL 32701

	
ALTAMONTE
 MALL

	
C/O
 ALTAMONTE MALL VENTURE

 ATTN: LAW/LEASE ADMINISTRATION

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
1100
 SOUTH HAYES STREET

 SPACE X09

 ARLINGTON VA 22202

	
FASHION
 CENTRE ASSOCIATES, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1100
 SOUTH HAYES STREET

 SPACE X09

 ARLINGTON VA 22202

	
FASHION
 CENTRE ASSOCIATES, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
20131
 HIGHWAY 59 NORTH

 SPACE 1290

 HUMBLE TX 77338

	
DEERBROOK
 MALL

	
C/O
 GENERAL GROWTH PROPERTIES INC

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 CHICAGO IL 60606













	
 

	
 

	
 


	
5901
 UNIVERSITY DRIVE

 SPACE 78

 HUNTSVILLE AL 35806

	
MADISON
 SQUARE ASSOCIATES LTD

	
C/O
 CBL & ASSOCIATES MGMT INC.

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
542
 SMITHHAVEN MALL

 LAKE GROVE NY 11755

	
MALL
 AT SMITH HAVEN, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
10000
 COORS BYPASS NW, SUITE A212

 ALBUQUERQUE NM 871144058

	
SIMON
 PROPERTY GROUP, L.P.

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
8000
 WEST BROWARD BLVD

 SPACE 721

 PLANTATION FL 33388

	
BROWARD
 MALL LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD

 11TH FLOOR ATTN: CORPORATE COUNSEL

 LOS ANGELES CA 90025


	
2140
 MONTEBELLO TWN CT DR

 MONTEBELLO CA 90640

	
MONTEBELLO
 TOWN CENTER INVESTORS LLC

	
C/O
 UBS REALTY INVESTORS LLC

 2134 TOWN CENTER DR

 MONTEBELLO CA 90640


	
5555
 YOUNGSTOWN WARREN RD

 SUITE 322

 NILES OH 44446-4833

	
THE
 MARION PLAZA, INC.

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
2700
 MIAMISBURG/CENTERVLE

 SPACE 290

 DAYTON OH 45459

	
DAYTON
 MALL VENTURE LLC

	
C/O
 GLIMCHER DAYTON MALL, INC.

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215



	
11
 SERRAMONTE CENTER

 DALY CITY CA 94015

	
DALY
 CITY SERRAMONTE CNTR, LLC

	
C/O
 JONES LANG LASALLE

 3 SERRAMONTE BLVD

 DALY CITY CA 94015


	
11
 SERRAMONTE CENTER

 DALY CITY CA 94015

	
DALY
 CITY SERRAMONTE CNTR, LLC

	
C/O
 JONES LANG LASALLE

 3 SERRAMONTE BLVD

 DALY CITY CA 94015


	
325
 W PIEDMONT DRIVE

 SPACE 115

 DANVILLE VA 24540

	
PIEDMONT
 MALL

	
PIEDMONT
 MALL L.L.C.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
6716
 SPRINGFIELD MALL

 SPRINGFIELD VA 22150

	
FRANCONIA
 TWO, L.P.

	
C/O
 VORNADO REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL DIVISION

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
9607
 COLERIAN AVENUE

 SPACE A10

 CINCINNATI OH 45251

	
FMP
 NORTHGATE LLC

	
BRANDYWINE
 R/E MANAGEMENT SERVICES CORP.

 ATTN: LEASING DEPT.

 2 PONDS EDGE DRIVE

 CHADDS FORD PA 19317


	
112
 EISENHOWER PKWY

 SPACE 1043

 LIVINGSTON NJ 07039

	
LIVINGSTON
 MALL VENTURE

	
NATIONAL
 CITY CENTER

 115 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
675
 E SHAW AVE

 FRESNO CA 93710-7701

	
MACERICH
 FRESNO LP

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2173

 402 WILSHIRE BLVD. – SUITE 700

 SANTA MONICA CA 90408


	
4700
 MILHAVEN ROAD

 SPACE 1150

 MONROE LA 71203

	
PECANLAND
 MALL

	
GGP-PECANLAND,
 LP

 ATTN;LAW/LEASING ADMIN DEPT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
500
 MALL ROAD

 PO BOX 4057, UNIT 750

 BARBOURSVILLE WV 25504

	
HUNTINGTON
 MALL COMPANY

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
99
 ROCKINGHAM PARK BLVD

 SPACE W-159

 SALEM NH 03079

	
MALL
 AT ROCKINGHAM, LLC

	
C/O
 WELLSPARK GROUP

 ONE WELLS AVENUE

 NEWTON MA 02159


	
3393
 PEACHTREE ROAD NE

 SPACE 2019

 ATLANTA GA 30326

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 227 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3440


	
1910
 WELLS ROAD

 SPACE B-04

 ORANGE PARK FL 32073

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
752
 ALBERTA DRIVE

 AMHERST NY 14226

	
BOULEVARD
 MALL SPE LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE, SUITE 1360

 CLEVELAND OH 44113-2203


	
35000
 W WARREN ROAD

 SPACE 419-420

 WESTLAND MI 48185

	
B&B
 WESTLAND CENTER MALL LLC

	
GREGORY
 GREENFIELD & ASSOCIATES

 ATTN: PRESIDENT

 124 JOHNSON FERRY ROAD, NE

 ATLANTA GA 30328


	
975
 HOSTOS AVENUE, SUITE 145

 MAYAGUEZ, PR 00680-1280

	
EMPRESAS
 PUERTORRIQUENAS DE

	
DESARROLLO,
 INC.

 304 PONCE DE LEON AVENUE, SUITE 1100

 HATO REY, PR 00918


	
1352
 PALISADES CENTER DR

 WEST NYACK NY 10994

	
EKLECCO
 NEWCO, LLC

	
C/O
 PYRAMID MANAGEMENT GROUP INC.

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202-1078


	
432
 ALMEDA MALL

 HOUSTON TX 77075

	
ALMEDA
 MALL, LP

	
ATTN:
 WILL DEANE

 1177 WEST LOOP SOUTH. SUITE 1670

 HOUSTON TX 77027


	
343
 MEMORIAL CITY MALL

 HOUSTON TX 77024

	
MEMORIAL
 CITY MALL, LP

	
820
 GESSNER, SUITE 1800

 ATTN: LEGAL DEPARTMENT

 HOUSTON TX 77024


	
13331
 PRESTON ROAD, SUITE 2242

 DALLAS TX 75240-1136

	
MACERICH
 VALLEY VIEW LP

	
CENTER
 MANAGER

 13331 PRESTON ROAD, SUITE 2040

 DALLAS TX 75240


	
400
 CALLE BETANCES, SUITE 220

 CAGUAS, PR 00725-5207

	
VORNADO
 CAGUAS, L.P.

	
C/O
 VORNADO REALTY TRUST

 ATTN: EXECUTIVE VICE PRESIDENT-RETAIL

 210 ROUTE 4 EAST 

 PARAMUS NJ 07652


	
6722
 TYRONE SQUARE, SUITE 278

 ST. PETERSBURG FL 33710-3934

	
SIMON
 CAPITAL GP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
732
 CANAL STREET

 NEW ORLEANS LA 70130-2310

	
COLEMAN
 E. ADLER II

	
722
 CANAL STREET

 NEW ORLEANS LA 70130


	
3100
 HWY 365

 SPACE 154

 PORT ARTHUR TX 77642

	
GG&A
 CENTRAL MALL PARTNERS, L.P.

	
ATTN:
 ASSET MANAGER – CENTRAL MALL – PORT ARTHUR

 124 JOHNSON FERRY ROAD, NE

 ATLANTA GA 30328


	
1440
 NORTHRIDGE MALL

 SALINAS CA 93906-2021

	
MACERICH
 BRISTOL ASSOC. &

	
NORTHRIDGE
 FASHION CENTER LLC

 ATTN: CENTER MANAGER

 796 NORTHRIDGE MALL

 SALINAS CA 93906













	
 

	
 

	
 


	
3800
 MERLE HAY ROAD, SUITE 306

 DES MOINES IA 50310

	
MERLE
 HAY MALL

	
30
 NORTH MICHIGAN AVE., SUITE 1008

 CHICAGO IL 60606


	
9501
 ARLINGTON EXP

 SPACE 91

 JACKSONVILLE FL 32225

	
REGENCY
 SQUARE MALL

	
C/O
 R.S PROPERTIES, INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
1360
 HURFFVILLE ROAD

 DEPTFORD NJ 08096

	
EASTERN
 GEAR CORP.

	
C/O
 ALBERT TRONT

 311 EAST EDSALL BLVD.

 PALISADES PARK NJ 07650-2328


	
246
 N NEW HOPE RD

 GASTONIA NC 280544745

	
WEA
 EASTRIDGE LP

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD, 12TH

 FL/ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
151
 CROSSROADS BLVD

 CARY NC 27518

	
CARY
 CROSSROADS (DE), LLC

	
C/O
 RONUS PROPERTIES, LLC

 3290 NORTHSIDE PARKWAY, SUITE 250

 ATLANTA GA 30327


	
3405
 CANDLERS MT RD

 LYNCHBURG VA 24502

	
RIVER
 RIDGE MALL, LLC

	
C/O
 CBL &ASSOCIATES PROPERTIES, INC.

 2030 HAMILTON PLACE BLVD, SUITE 500

 CHATTANOOGA TN 37421


	
4802
 VALLEYVIEW BLVD NW

 ROANOKE VA 24012

	
VALLEY
 VIEW MALL, LLC

	
VALLEY
 VIEW MALL

 CBL & ASSOC. PROPERTIES, INC.

 2030 HAMILTON PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421


	
2700
 POTOMAC MILLS CIRCLE, SUITE 460/465

 WOODBRIDGE VA 221924671

	
MALL
 AT POTOMAC MILLS LLC

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2301
 DAVE LYLE BLVD

 SPACE 162

 ROCK HILL SC 29730

	
JTL
 ROCK HILL, L.L.C

	
RE:
 ROCK HILL GALLERIA

 C/O CYPRESS EQUITIES I, LP

 15601 DALLAS PARKWAY,SUITE 400

 ADDISON TX 75001


	
234
 HARBISON BLVD

 COLUMBIA SC 29212

	
DDRTC
 COLUMBIANA STATION I LLC

	
DEVELOPERS
 DIVERSIFIED REALTY CORP.

 3300 ENTERPRISE PARKWAY

 ATTN: EXECUTIVE VICE PRESIDENT

 BEACHWOOD OH 44122


	
161
 MIRACLE MILE DRIVE

 ROCHESTER NY 14623-5864

	
THE
 MARKETPLACE

	
1265
 SCOTTSVILLE ROAD

 ROCHESTER NY 14624


	
5901
 UNIVERSITY DRIVE

 SPACE 59

 HUNTSVILLE AL 35806

	
MADISON
 SQUARE ASSOCIATES LTD

	
C/O
 CBL & ASSOCIATES MGMT INC.

 2030 HAMILTON PLACE BOULEVARD

 SUITE 500

 CHATTANOOGA TN 37421-6000


	
701
 LYNNHAVEN MALL

 SPACE F03

 VIRGINIA BEACH VA 234527299

	
LYNNHAVEN
 MALL L.L.C.

	
C/O
 GENERAL GROWTH

 LYNNHAVEN MALL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
5127
 INDIAN HEAD HWY

 OXON HILL MD 20745-2014

	
EASTOVER
 PLAZA IMPROVEMENTS LLC

	
DLC
 MGMT CORP

 580 WHITE PLAINS ROAD

 TARRYTOWN NY 10591


	
11110
 MALL CIRCLE

 WALDORF MD 20603

	
CHARLES
 MALL COMPANY LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
50
 PROVIDENCE PLACE

 PROVIDENCE RI 02903

	
ROUSE
 PROVIDENCE LLC

	
PROVIDENCE
 PLACE

 LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DR.

 CHICAGO IL 60606













	
 

	
 

	
 


	
1251
 US 31 NORTH

 SPACE

 GREENWOOD IN 46142

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2115
 86TH STREET

 BROOKLYN NY 11214-3205

	
BENZ
 BREEAAD LLC

	
C/O
 JAMES AUG

 1619 3RD AVENUE, SUITE 4A

 NEW YORK NY 10182


	
7611
 WEST THOMAS ROAD

 PO BOX 48011 

 PHOENIX AZ 85033-5433

	
DESERT
 SKY MALL AND JCP REALTY TIC, LLC

	
CENTER
 MANAGER

 PO BOX 48008

 7611 WEST THOMAS ROAD

 PHOENIX AZ 85028


	
4125
 CLEVELAND AVE, SUITE 15

 FORT MYERS FL 33901

	
EDISON
 MALL BUSINESS TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
800
 N GREEN RIVER RD

 EVANSVILLE IN 47715

	
SM
 EASTLAND MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
124
 PITTSBURGH MILLS CIRC

 TARENTUM PA 15084

	
PITTSBURGH
 MILLS LIMITED PARTNERSHIP

	
DBA
 THE GALLERIA @ PITTSBURGH MILLS

 C/O ZAMIAS SVCS ATTN: SAMUEL ZAMIAS

 300 MARKET STREET

 JOHNSTOWN PA 15901


	
2000
 S EXPRESSWAY 83, SUITE B15

 HARLINGEN TX 78552

	
MALL
 AT VALLE VISTA, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
400
 S BALDWIN AVE

 SPACE A-7

 ARCADIA CA 91007

	
SANTA
 ANITA SHOPPINGTOWN LP

	
11601
 WILSHIRE BLVD, 11TH FLOOR

 ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
3680
 S MARYLAND PKWY, SUITE 126

 LAS VEGAS NV 89169

	
BOULEVARD
 ASSOCIATES

	
C/O
 BOULEVARD MALL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1701
 SUNRISE HIGHWAY

 BAYSHORE NY 11706

	
WESTLAND
 SOUTH SHORE MALL, L.P.

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
450
 GREECE RIDGE CTR DR

 ROCHESTER NY 14626-2821

	
GREECE
 RIDGE LLC

	
C/O
 WILMORITE MANAGEMENT GROUP, LLC

 1265 SCOTTSVILLE ROAD

 ROCHESTER NY 14624


	
2385
 CHELTENHAM AVE

 SPACE 170

 PHILADELPHIA PA 19150

	
THOR
 CHELTENHAM MALL, LP

	
C/O
 THOR EQUITIES, LLC

 25 WEST 39TH STREET, 11TH FLOOR

 NEW YORK NY 10018


	
2385
 CHELTENHAM AVE

 SPACE 170

 PHILADELPHIA PA 19150

	
THOR
 CHELTENHAM MALL, LP

	
C/O
 THOR EQUITIES, LLC

 25 WEST 39TH STREET, 11TH FLOOR

 NEW YORK NY 10018


	
7900
 NW 27TH AVENUE

 SPACE B-8

 MIAMI FL 33147

	
7900
 N.W. AVENUE, LLC

	
C/O
 CB RICHARD ELLIS, INC.

 149 W. PLAZA, SUITE 234

 MIAMI FL 33147


	
651
 KAPKOWSKI ROAD

 SPACE 1420

 ELIZABETH NJ 07201

	
JG
 ELIZABETH, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
96
 RIVER OAKS CENTER

 SPACE A05

 CALUMET CITY IL 60409

	
FOX
 VALLEY/RIVER OAKS PARTNERSHIP

	
M.S.
 MANAGMETN ASSOC. INC.

 115 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204













	
 

	
 

	
 


	
27001
 US HWY 19 NORTH, SUITE 1005

 CLEARWATER FL 337613406

	
BELLWETHER
 PROPERTIES OF FLORIDA ( LIMITED)

	
WESTFIELD
 CORPORATION INC.

 11601 WILSHIRE BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025


	
274
 EAST FORDHAM ROAD

 BRONX NY 10458-5028

	
272
 EAST FORDHAM ROAD LLC

	
C/O
 WHARTON REALTY

 500 FIFTH AVENUE, 54TH FLOOR

 NEW YORK NY 10110


	
21500
 NORTHWESTERN HWY, SUITE 731

 SOUTHFIELD MI 48075-5019

	
GP-NORTHLAND
 CENTER, LLC

	
C/O
 JAGER MANAGEMENT, INC.

 610 OLD YORK ROAD

 JENKINTOWN PA 19046


	
21500
 NORTHWESTERN HWY, SUITE 731

 SOUTHFIELD MI 48075-5019

	
GP-NORTHLAND
 CENTER, LLC

	
C/O
 JAGER MANAGEMENT, INC.

 610 OLD YORK ROAD

 JENKINTOWN PA 19046


	
18000
 VERNIER RD

 SPACE 704

 HARPER WOODS MI 48225-1046

	
NEW
 EASTLAND MALL DEVELOPER, LLC

	
AAC
 MANAGEMENT CORP.

 433 FIFTH AVENUE, 4TH FLOOR

 NEW YORK NY 10016


	
1071
 CHARLESTON TOWN CTR

 CHARLESTON WV 25389-0004

	
CHARLESTON
 TOWN CENTER SPE, LLC

	
A
 WEST VIRGINIA LIMITED PARTNERSHIP

 TERMINAL TOWER

 50 PUBLIC SQUARE, SUITE 1360

 CLEVELAND OH 44113-2267


	
1282
 FRANKLIN ML CIRCLE

 SPACE 825

 PHILADELPHIA PA 191543129

	
FRANKLIN
 MILLS ASSOCIATES LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3800
 US 98 NORTH HWY

 ROOM 152

 LAKELAND FL 33809

	
GGP-LAKELAND,
 INC.

	
C/O
 GENERAL GROWTH MGMT, INC.

 -ATTN: GENERAL COUNSEL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
7580
 CRESTWOOD BLVD, SUITE 122

 BIRMINGHAM AL 35210

	
CENTURY
 PLAZA LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
1101
 MELBOURNE RD

 SPACE J-09

 HURST TX 76053

	
SIMON
 PROPERTY GROUP(TEXAS)LP

	
225
 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2100
 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421

	
HAMILTON
 PLACE MALL GENERAL PARTNERSHIP

	
2030
 HAMILTON PLACE BLVD SUITE 500

 CHATTANOOGA TN 37421-6000


	
2500
 N MAYFAIR RD

 SPACE 500

 WAUWATOSA WI 53226

	
MAYFAIR
 MALL

	
C/O
 MAYFAIR PROPERTY INC.

 110 NORTH WACKER

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
DE
 DIEGO EXP &

 COMERIO AVE

 BAYAMON PR 00961

	
DDR
 RIO HONDO LLC, SE

	
DEVELOPERS
 DIVERSIFIED REALTY CORPORATION

 ATTN: EXECUTIVE VICE PRESIDENT LEASING

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
2000-143
 RIVERCHASE GLRIA

 BIRMINGHAM AL 35244

	
HOOVER
 MALL LIMITED, LLC

	
C/O
 GENERAL GROWTH MGMT INC.

 110 NORTH WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT.

 CHICAGO IL 60606


	
15555
 EAST 14TH STREET, SUITE 331

 SAN LEANDRO CA 94578

	
MADISON
 BAY FAIR LLC

	
C/O
 MADISON MARQUETTE

 2001 PENNSYLVANIA AVENUE N.W., SUITE 1000

 WASHINGTON DC 20006


	
3131
 NORTH MAIN STREET

 SPACE N12A

 ANDERSON SC 29621

	
SPG
 ANDERSON MALL LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANOPOLIS IN 46204













	
 

	
 

	
 


	
655
 W ILLINOIS AVE, SUITE 1070

 DALLAS TX 75224

	
CA
 NEW PLAN FIXED RATE PARTNERSHIP, L.P.

	
420
 LEXINGTON AVENUE

 SEVENTH FLOOR

 NEW YORK NY 10170


	
8111
 CONCORD MILLS BLVD, SUITE 714

 CONCORD NC 28027

	
CONCORD
 MILLS MALL LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
13331
 PRESTON ROAD, SUITE 2214

 DALLAS TX 75240

	
MACERICH
 VALLEY VIEW LP

	
CENTER
 MANAGER

 13331 PRESTON ROAD. SUITE 2040

 DALLAS TX 75240


	
10000
 COORS BYPASS NW, SUITE E207

 ALBUQUERQUE NM 87114

	
SIMON
 PROPERTY GROUP, L.P.

	
M.S.
 MANAGEMENT ASSOCIATES INC.

 NATIONAL CITY CENTER

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
725
 EAGLE RIDGE DRIVE

 LAKE WALES FL 33853

	
EAGLE
 RIDGE MALL, L.P.

	
C/O
 GENERAL GROWTH MGMT, INC.

 100 NORTH WACKER DRIVE

 ATTN: LEASE ADMINISTRATION

 CHICAGO IL 60606


	
1321
 N COLUMBIA CTR BLVD, SUITE 612

 KENNEWICK WA 99336

	
COLUMBIA
 MALL PARTNERSHIP

	
SIMON
 PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3041
 PROSPECT AVENUE

 KANSAS CITY MO 64127

	
COMMUNITY
 DEVELOPMENT CORPORATION OF KANSAS CITY

	
ATTN:
 SR. V.P. NATIONAL TENANT LEASING

 2420 EAST LINWOOD BOULEVARD, SUITE 400

 KANSAS CITY MO 64109


	
2070
 SAM RITTENBERG BLVD, SUITE E740

 CHARLESTON SC 29407-4655

	
CITADEL
 MALL CMBS LLC

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 2030 HAMILTON PLACE BLVD. SUITE 500

 ATTN: CHIEF FINANCIAL OFFICER

 CHATTANOOGA TN 37421-6000






FOOT LOCKER STORES, INC. 


	
 

	
 

	
 


	
STREET ADDRESS OF LEASED PROPERTY

	
LESSOR

	
LESSOR’S CONTACT INFORMATION


	
10300
 MILL RUN CIRCLE

 SPACE 707

 OWINGS MILLS MD 21117

	
OWINGS
 MILLS LIMITED PARTNERSHIP

 GENERAL GROWTH PROPERTIES, INC.



	
ATTN:
 LAW/LEASING ADMINISTRATION

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA, MD 21044


	
7900
 RITCHIE HWY

 SPACE B-213

 GLEN BURNIE MD 21061

	
TKL-EAST,
 LLC



	
C/O
 SIMON PROPERTY GROUP, INC.

 225 WEST WASHINGTON STREET

 INDIANAPOLIS, IN 46204


	
10300
 LITTLE PATUXENT PKY SPACE 1438 

 COLUMBIA, MD 21044

	
THE
 MALL IN COLUMBIA

	
C/O
 THE MALL IN COLUMBIA BUSINESS TRUST

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO, IL 60606


	
434
 CHRISTIANA MALL

 NEWARK, DE 19702

	
CHRISTIANA
 MALL

	
CHRISTIANA
 MALL, LLC

 LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO, IL 60606


	
434
 CHRISTIANA MALL 

 NEWARK, DE 19702

	
CHRISTIANA
 MALL

	
CHRISTIANA
 MALL, LLC

 LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO, IL 60606


	
2300
 N SALISBURY BLVD

 BOX C101

 SALISBURY, MD 21801

	
MACERICH
 SALISBURY GL, LLC



	
PO
 BOX 2172

 401 WILSHIRE BLVD. STE 700

 SANTA MONICA, CA 90407


	
825
 DULANEY VALLEY ROAD

 SUITE 4100

 TOWSON MD 21204

	
TOWSON
 TC LLC

	
GENERAL
 GROWTH PROPERTIES, INC. 

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA, MD 21044













	
 

	
 

	
 


	
3385
 RALEIGH SPRINGS MALL

 MEMPHIS, TN 38128-3804

	
RALEIGH
 SPRINGS LLC

	
C/O
 SIMON PROPERTY GROUP 

 225 W. WASHINGTON ST

 INDIANAPOLIS, IN 46204




	
3500
 E WEST HWY

 HYATTSVILLE, MD 20782

	
PREIT
 SERVICES, LLC

	
ATTN:
 GENERAL COUNSEL

 200 SOUTH BROAD STREET

 3RD FLOOR

 PHILADELPHIA PA 19102


	
901
 MARKET STREET SPACE 1280

 PHILADELPHIA, PA 19107

	
PR
 GALLERY I LIMITED

	
PARTNERSHIP

 C/O PREIT

 200 SOUTH BROAD STREET, 3RD FL

 PHILADELPHIA PA 19102


	
7900
 RITCHIE HWY

 SPACE B115

 GLEN BURNIE, MD 21061

	
TKL-EAST
 LLC

	
C/O
 SIMON PROPERTY GROUP, INC.

 225 WEST WASHINGTON STREET
 INDIANAPOLIS IN 46204


	
7755
 EASTPOINT MALL

 BALTIMORE, MD 21224-2118

	
THOR
 EASTPOINT MALL LLC

	
C/O
 THOR EQUITIES LLC

 25 WEST 39TH STREET

 11TH FLOOR

 NEW YORK NY 10018


	
275
 W WISCONSIN AVE

 SPACE 1060

 MILWAUKEE, WI 53203

	
GRAND
 AVENUE CITY MALL LLC

	
ASHKENAZY
 ACQUSITION CORP

 433 FIFTH AVENUE

 SUITE 200

 NEW YORK NY 10016


	
1275
 SOUTHLAND MALL
 MEMPHIS TN 38116

	
SOUTHLAND
 MALL SHOPPING CENTER LLC

	
1215
 SOUTHLAND MALL

 MEMPHIS TN 38116


	
1700
 W INTERNATIONAL SPWY

 SPACE 212

 DAYTONA BEACH FL 32114-1331

	
VOLUSIA
 MALL, L.L.C.

	
CBL
 & ASSOCIATES MANAGEMENT, INC.

 CBL CENTER, SUITE 500

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421


	
4400C
 NORTH FREEWAY

 SUITE 100

 HOUSTON TX 77022-3645

	
NORTHLINE
 MALL LIMITED PARTNERSHIP

	
C/O
 BERENSON ASSOCIATES, INC

 ONE EXETER PLAZA
 BOSTON MA 02116


	
9301
 TAMPA AVENUE

 SPACE 81

 NORTHRIDGE CA 91324

	
NORTHRIDGE
 FASHION CENTER

	
U.K.-AMERICAN
 PROPERTIES, INC.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMIN DEPT

 CHICAGO IL 60606


	
7804
 ABERCORN STREET

 PO BOX 53, SPACE 82A

 SAVANNAH GA 31406

	
GGP
 IVANHOE II, INC.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE
 CHICAGO IL 60606


	
3532
 VILLAGE COURT

 GARY IN 46408 

	
GATEWAY
 ARTHUR, INC.

	
C/O
 EMMES ASSET MANAGEMENT CO., LLC

 420 LEXINGTON AVENUE, SUITE 900

 NEW YORK NY 10170


	
3662
 W CAMP WISDOM ROAD

 SPACE 1049

 DALLAS TX 75237

	
3662.
 W CAMP WISDOM LLC 

	
C/O
 THE WOODMONT COMPANY 

 2100 W. 7TH STREET 
 FORT WORTH TX 70107 


	
880
 N MILITARY HWY

 SPACE 1036

 NORFOLK VA 23502

	
THOR
 GALLERY AT MILITARY CIRCLE, LLC

	
THOR
 EQUITIES, LLC

 ATTN: LINO SOLIS

 25 WEST 39TH STREET 11TH FLOOR

 NEW YORK NY 10018


	
1100
 N WESLEYAN BLVD

 SPACE 5040

 ROCKY MOUNT NC 27804

	
HENDON
 GOLDEN EAST LLC

	
C/O
 HENDON PROPERTIES

 3445 PEACHTREE ROAD NE, SUITE 465

 ATLANTA GA 30326













	
 

	
 

	
 


	
2800
 NORTH ELM STREET 

 LUMBERTON NC 28358

	
BIGGS
 PARK, INC.

	
3550
 ELIZABETHTOWN ROAD

 LUMBERTON NC 28358


	
3381
 RALEIGH SPRINGS MALL

 MEMPHIS TN 38128

	
RALEIGH
 SPRINGS LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET
 INDIANAPOLIS IN 46204


	
3535
 N PATERSON AVE

 WINSTON SALEM NC 27105

	
NORTHSIDE
 PARTNERSHIP

	
C/O
 DEVELOPMENT MGMT. INC.

 1701 EAST 3RD STREET
 CHARLOTTE NC 28204


	
202-204
 MAIN STREET
 PATERSON NJ 07505

	
206-208
 MAIN ST. ASSOCIATES

	
C/O
 66/33 MANAGEMENT GROUP

 1412 BROADWAY, 3RD FLOOR

 NEW YORK NY 10018


	
1200
 BALTIMORE PIKE

 SPACE 30U

 SPRINGFIELD PA 19064

	
PR
 SPRINGFIELD/DELCO LP & KS SPRINGFIELD LP



	
PR/SPRINGFIELD/DELCO
 LP

 SPRINGFIELD MALL 

 1250 BALTIMORE PIKE 

 SPRINGFIELD PA 19064


	
2021
 N HIGHLAND AVE

 SPACE B-7

 JACKSON TN 38305

	
OLD
 HICKORY MALL VENTURE II, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC

 SUITE 500-CBL CENTER

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
10300
 LITTLE PATUXENT PKY

 COLUMBIA MD 21044

	
THE
 MALL IN COLUMBIA

	
C/O
 THE MALL IN COLUMBIA BUSINESS TRUST

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
426
 ALMEDA MALL

 HOUSTON TX 77075

	
ALMEDA
 MALL, LP

	
ATTN:
 WILL DEANE

 1177 WEST LOOP SOUTH, SUITE 1670

 HOUSTON TX 77027


	
701
 RUSSELL AVE

 SPACE D 235

 GAITHERSBURG MD 20877

	
LAKEFOREST
 ASSOCIATES, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET
 INDIANAPOLIS IN 46204-3438


	
732
 SHARPSTOWN CENTER
 HOUSTON TX 77036-5045

	
RAIT
 SHARPSTOWN LLC

	
7500
 BELLAIRE BLVD., SUITE 201

 HOUSTON TX 77036


	
5500
 BUCKEYSTOWN PIKE

 SPACE 644

 FREDERICK MD 21703

	
PR
 FINANCING LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD ST., 3RD FLOOR

 PHILADELPHIA PA 1910


	
3448
 RALEIGH SPRINGS MALL

 MEMPHIS TN 38128

	
RALEIGH
 SPRINGS LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1230
 MORRIS AVENUE

 UNION NJ 07083

	
REGAL
 INVESTOR REAL ESTATE

	
ASSOCIATES,
 L.P.

 149 S BARRINGTON COURT

 PMB 334

 LOS ANGELES CA 90049-2930


	
1058
 W CLUB BLVD

 SPACE 492

 DURHAM NC 27701

	
NORTHGATE
 ASSOCIATES LLLP

	
P.O.
 BOX 2476

 DURHAM NC 27715-2476


	
9255
 CORTANA PLACE

 SPACE 13

 BATON ROUGE LA 70815

	
CORTANA
 MALL LLC

	
C/O
 JANOFF & OLSHAN, INC.

 654 MADISON AVENUE. SUITE 1205

 NEW YORK NY 10021


	
6000
 GREENBELT ROAD

 UNIT 69

 GREENBELT MD 20770

	
GB
 MALL LIMITED PARTNERSHIP

	
C/O
 QUANTUM MANAGEMENT COMPANY

 4912 DEL RAY AVENUE

 BETHESDA MD 20814













	
 

	
 

	
 


	
1391
 EAST HIGHLAND AVE, SUITE 107

 SELMA AL 36703

	
SELMA
 COMMUNITY BUILDERS INC

	
C/O
 ARONOV REALTY MANAGEMENT

 3500 EASTERN BLVD

 MONTGOMERY AL 36123


	
17301
 VALLEY MALL ROAD

 SPACE 590

 HAGERSTOWN MD 21740

	
PR
 VALLEY LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
400
 N CENTER ST

 WESTMINSTER MD 21157

	
CRANBERRY
 MALL PROPERTIES LLC

	
C/O
 TOWNMALL OF WESTMINISTER

 400 NORTH CENTER STREET

 WESTMINISTER MD 21157


	
921
 HAMILTON STREET

 SOMERSET NJ 08873

	
JAGDISH
 REALTY, INC.

	
20
 SILVER HOLLOW

 NORTH BRUNSWICK NJ 08902


	
1750
 DEPTFORD CTR RD

 SPACE 2120

 DEPTFORD NJ 08096

	
MACERICH
 DEPTFORD, LLC

	
DEPTFORD
 MALL

 1750 DEPTFORD CENTER ROAD

 DEPTFORD NJ 08096


	
410
 FOUR SEASONS TOWN CTR, SUITE 335

 GREENSBORO NC 274074743

	
FOUR
 SEASONS TOWN CENTER

	
GGP-FOUR
 SEASONS LLC

 110 NORTH WACKER DRIVE

 ATTN:LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
410
 FOUR SEASONS TOWN CTR, SUITE 335

 GREENSBORO NC 27407-4743

	
FOUR
 SEASONS TOWN CENTER

	
GGP-FOUR
 SEASONS LLC

 110 NORTH WACKER DRIVE

 ATTN:LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
200
 E PRATT STREET

 SPACE 4035

 BALTIMORE MD 21202

	
THE
 GALLERY AT HARBORPLACE

	
C/O
 BALTIMORE CENTER ASSOCIATES, LP

 ATTN: LAW/LEASE ADMINISTRATION DEPT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
701
 ROUTE 440

 SPACE 25

 JERSEY CITY NJ 07304

	
HUDSON
 ASSOCIATES L.P.

	
PREIT-RUBIN,
 INC., AGENT

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
800
 S JAMES CAMPBELL BLVD

 SPACE 15

 COLUMBIA TN 38401

	
H/S
 COLUMBIA, LLC

	
C/O
 HULL STOREY RETAIL GROUP

 1190 INTERSTATE PARKWAY

 AUGUSTA GA 30917-4227


	
400
 COMMONS WAY

 SPACE 2285

 BRIDGEWATER NJ 08807

	
BRIDGEWATER
 COMMONS MALL II LLC

	
GENERAL
 GROWTH PROPERTIES

 ATT: LAW/LEASING AND OPERATIONS

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
5131
 INDIAN HEAD HWY

 OXON HILL MD 20745

	
EASTOVER
 PLAZA IMPROVEMENTS LLC

	
DLC
 MGMT CORP

 580 WHITE PLAINS ROAD

 TARRYTOWN NY 10591


	
322
 5TH AVENUE

 PITTSBURGH PA 15222

	
WARNER
 CENTER LIMITED PARTNERS

	
JJ
 OPERATING COMPANY

 112 WEST 34TH STREET, STE 2106

 NEW YORK NY 10120


	
743
 CHRISTIANA MALL

 NEWARK DE 19702

	
CHRISTIANA
 MALL

	
CHRISTIANA
 MALL, LLC

 LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
743
 CHRISTIANA MALL

 NEWARK DE 19702

	
CHRISTIANA
 MALL

	
CHRISTIANA
 MALL, LLC

 LAW/LEASE ADMINISTRATION DEPT.

 112 NORTH WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
184
 EXTON SQUARE PARKWAY

 EXTON PA 19341

	
EXTON
 SQUARE PROPERTY LLC 

	
C/O
 PREIT

 200 SOUTH BROAD STREET, 3RD FL

 ATTN:BRUCE GOLDMAN, ESQUIRE- GENERAL COUNSEL

 PHILADELPHIA PA 19102


	
6711
 RITCHIE HIGHWAY

 SPACE 421

 GLEN BURNIE MD 21061

	
PVI
 GLEN BURNIE L.P.

	
C/O
 PETRIE VENTURES, LLC.

 170 JENNIFER ROAD, SUITE 300

 ANNAPOLIS MD 21401


	
1305
 E BROAD AVE STE 3

 ROCKINGHAM NC 28379-4445

	
TRI-CITY,
 INC.

	
1800
 ROCKINGHAM ROAD, SUITE 36 

 ROCKINGHAM NC 28379


	
820
 HARDEE RD STE J4

 KINSTON NC 28504-3444

	
VERNON
 PARK MALL HOLDING CORP.

	
834
 HARDEE ROAD, SUITE 814

 KINSTON NC 28504


	
21995
 THREE NOTCH ROAD N

 LEXINGTON PARK MD 20653

	
SANFORD
 SANDELMAN AS TRUSTEE

	
OF
 MUSUE TRUST / C/O

 KIN PROPERTIES INC / SUITE 100

 185 N.W. SPANISH RIVER BLVD.

 BOCA RATON FL 33431-4230


	
4325
 GLENWOOD AVE

 RALEIGH NC 27612

	
CVM
 HOLDINGS, LLC

	
MANAGEMENT
 OFFICE

 4325 GLENWOOD AVENUE

 RALEIGH NC 27612


	
921
 WASHINGTON SQUARE ML

 WASHINGTON NC 27889

	
PEARL
 BRITTAIN, INC.

	
1422
 BURTONWOOD DRIVE

 ATTN:PROPERTY MANAGER; SUITE 200

 GASTONIA NC 28054-4009


	
5635
 CENTRAL AVENUE

 CHARLOTTE NC 28212

	
CHARLOTTE
 EASTLAND MALL, LLC

	
C/O
 GLIMCHER EASTLAND, INC.

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
5635
 CENTRAL AVENUE

 CHARLOTTE NC 28212

	
CHARLOTTE
 EASTLAND MALL, LLC

	
C/O
 GLIMCHER EASTLAND, INC.

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
1
 WEST CORRY STREET

 CINCINNATI OH 45219

	
ANCHOR
 CORPORATE DEVELOPMENTS, LLC

	
C/O
 ANCHOR PROPERTIES, INC.

 ATTN: ANNE O’HARA

 128 E. 2ND STREET

 COVINGTON KY 41011


	
714
 E GREENVILLE BLVD

 SPACE H2/H3

 GREENVILLE NC 27858

	
COLONIAL
 REALTY LP

	
C/O
 COLONIAL PROPERTIES SERV.

 LIMITED PARTNERSHIP

 P.O BOX 11687

 BIRMINGHAM AL 35202-1687


	
11025
 CAROLINA PLACE PKWY

 SUITE D-36

 PINEVILLE NC 28134

	
CAROLINA
 PLACE L.L.C.

	
C/O
 CAROLINA PLACE

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
2300
 N SALISBURY BLVD

 SPACE H119

 SALISBURY MD 21801

	
MACERICH
 SALISBURY GL, LLC

	
PO
 BOX 2172

 401 WILSHIRE BLVD. STE 700

 SANTA MONICA CA 90407


	
1640-42
 PENNSYLVANIA AVE

 BALTIMORE MD 21217

	
LEON
 AND BEVERLY ALBIN

	
6512
 EVENDALE ROAD

 BALTIMORE MD 21209-2721


	
1566
 HAVENWOOD RD

 BALTIMORE MD 21218

	
NORTHWOOD
 PARTNERSHIP

	
P.O.
 BOX 32429

 BALTIMORE MD 21282


	
1159
 UNIVERSITY BLVD E

 TAKOMA PARK MD 20912-7444

	
SAUL
 SUBSIDIARY I LP

	
C/O
 WINDHAM MANAGEMENT CO.

 8401 CONNECTICUT AVENUE

 CHEVY CHASE MD 20815


	
2236
 E MONUMENT STREET

 BALTIMORE MD 21205

	
MILLER
 FAMILY L.P.

	
C/O
 KLNB MANAGEMENT LLC

 1430 A-JOH AVENUE

 BALTIMORE MD 21227













	
 

	
 

	
 


	
3943
 ERDMAN AVENUE

 BALTIMORE MD 21213

	
GOLDMAN
 & KLEIN L.P.

	
1829
 REISTERSTOWN ROAD, SUITE 440

 P.O. BOX 32591

 BALTIMORE MD 21282-2591


	
169
 MARKET STREET

 NEWARK NJ 07102

	
787
 BROAD, LLC

	
C/O
 JENEL MANAGEMENT CORP.

 275 MADISON AVENUE, SUITE 702

 NEW YORK NY 10016


	
339
 WEST NORTH AVENUE

 MILWAUKEE WI 53212

	
BEZELEE
 MARTIN

	
11433
 N. CANTERBURY LN.

 MEQUON WI 53092


	
952
 SUMMIT AVENUE

 GREENSBORO NC 27405

	
SUMMIT
 SHOPPING CENTER

	
COMPANY,
 LLC

 C/O BURGESS MANAGEMENT CO.

 503 M GREENE STREET

 GREENSBORO NC 27401


	
7000
 ARUNDEL MILLS CIRCLE

 SPACE 544

 HANOVER MD 21076

	
ARUNDEL
 MILLS L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3801
 BRANCH AVE, SUITE F

 HILLCREST HEIGHTS MD 0748

	
IVERSON
 MALL LIMITED PARTNERSH IP

	
3737
 BRACH AVENUE, STE 203

 HILLCREST HEIGHTS MD 20748


	
31
 EAST STATE STREET

 TRENTON NJ 08608-1214

	
31-33
 E. STATE STREET LLC

	
548
 CENTRAL AVENUE

 EAST ORANGE NJ 07018


	
121
 CHRISTIANA MALL

 NEWARK DE 19702

	
CHRISTIANA
 MALL

	
CHRISTIANA
 MALL, LLC

 LAW/LEASE ADMINISTRATION DEPT.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
400
 COMMONS WAY, SUITE 3435

 BRIDGEWATER NJ 08807

	
BRIDGEWATER
 COMMONS MALL II LLC

	
GENERAL
 GROWTH PROPERTIES

 ATT: LAW/LEASING AND OPERATIONS

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
400
 COMMONS WAY, SUITE 3435

 BRIDGEWATER NJ 08807

	
BRIDGEWATER
 COMMONS MALL II LLC

	
GENERAL
 GROWTH PROPERTIES

 ATT: LAW/LEASING AND OPERATIONS

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
7000
 ARUNDEL MILLS CIRCLE

 SPACE 332

 HANOVER MD 21076-1288

	
ARUNDEL
 MILLS L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
410
 FOUR SEASONS TOWN CTR, SUITE 109

 GREENSBORO NC 27407-4743

	
FOUR
 SEASONS TOWN CENTER

	
GGP-FOUR
 SEASONS LLC

 110 NORTH WACKER DRIVE

 ATTN:LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
1000
 RIVERGATE PARKWAY, SUITE 1615

 GOODLETTSVILLE TN 37072

	
RIVERGATE
 MALL LIMITED PARTNERSHIP

	
CBL
 & ASSOCIATES PROPERTIES

 CBL CENTER

 2030 HAMILTON PLACE BLVD. SUITE 500

 CHATTANOOGA TN 37421-6000


	
2801
 WILMA RUDOLPH BLVD

 SPACE 335

 CLARKSVILLE TN 37040

	
GOVERNOR’S
 SQUARE COMPANY

	
C/O
 THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH 44504-0186


	
4403
 BLACK HORSE PIKE, SUITE 254

 MAYS LANDING NJ 08330

	
HAMILTON
 MALL, LLC

	
C/O
 KRAVCO COMPANY

 234 MALL BOULEVARD

 KING OF PRUSSIA PA 19406


	
11700
 PRINCETON PIKE

 SPACE A1A

 CINCINNATI OH 45246

	
TRI
 COUNTY MALL, LLC

	
C/O
 DEVELOPERS DIVERSIFIED REALTY CORPORATION

 ATTN: DIRECTOR OF MALL MANAGEMENT

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122













	
 

	
 

	
 


	
11700
 PRINCETON PIKE

 SPACE A1A

 CINCINNATI OH 45246

	
TRI
 COUNTY MALL, LLC

	
C/O
 DEVELOPERS DIVERSIFIED REALTY CORPORATION

 ATTN: DIRECTOR OF MALL MANAGEMENT

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
11110
 MALL CIRCLE

 PO BOX 6165

 WALDORF MD 20603

	
CHARLES
 MALL COMPANY LP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
4325
 GLENWOOD AVE

 SPACE 1024

 RALEIGH NC 27612

	
CVM
 HOLDINGS, LLC

	
MANAGEMENT
 OFFICE

 4325 GLENWOOD AVENUE

 RALEIGH NC 27612


	
1400
 WILLOWBROOK BLVD

 SPACE 1295

 WAYNE NJ 07470

	
WILLOWBROOK

	
WILLOWBROOK
 MALL, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N.WACKER DRIVE

 CHICAGO IL 60606


	
312
 CROSS CREEK MALL

 SPACE TA16

 FAYETTEVILLE NC 28303

	
CROSS
 CREEK MALL, LLC

	
C/O
 CBL &ASSOCIATES PROPERTIES

 INC/2030 HAMILTON PLACE BLVD., SUITE 500

 CHATTANOOGA TN 37421


	
2300
 N SALISBURY BLVD

 SPACE D103

 SALISBURY MD 21801

	
MACERICH
 SALISBURY GL, LLC

	
PO
 BOX 2172

 401 WILSHIRE BLVD. STE 700

 SANTA MONICA CA 90407


	
825
 DULANEY VALLEY ROAD

 SPACE 1135

 TOWSON MD 21204

	
TOWSON
 TC LLC

	
GENERAL
 GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044


	
2000
 ROUTE 38

 UNIT 927

 CHERRY HILL NJ 08002

	
CHERRY
 HILL CENTER LLC

	
PREIT
 SERVICES LLC

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
3849
 DELSEA DR STE F16

 VINELAND NJ 08360-7425

	
C/O
 PREIT SERVICES, LLC

	
ATTN:
 GENERAL COUNSEL

 THE BELLEVUE - 3RD FLOOR

 200 SOUTH BROAD STREET

 PHILADELPHIA PA 19102


	
1201
 HOOPER AVE

 SPACE 1088

 TOMS RIVER NJ 08753

	
SIMON
 PROPERTY GROUP, INC.

	
225
 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2300
 E LINCOLN HWY

 LANGHORNE PA 19047

	
LINCOLN
 PLAZA ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
701
 ROUTE 440

 SPACE 19

 JERSEY CITY NJ 07304

	
HUDSON
 ASSOCIATES L.P.

	
PREIT-RUBIN,
 INC., AGENT

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
755
 ROUTE 18 STE 237

 EAST BRUNSWICK NJ 08816-4917

	
RUES
 PROPERTIES INC.

	
B.S.
 SHOPPING CENTER CORP.

 C/O EDWARD J. DEBARTOLO

 7620 MARKET STREET

 YOUNGSTOWN OH 44513


	
180
 STATE ROUTE 35, STE 1014

 EATONTOWN NJ 077242025

	
EATONTOWN
 MONMOUTH MALL LLC

	
C/O
 VORNADO REALTY L.P.

 210 ROUTE 4 EAST

 ATTN: JOSEPH MACNOW

 PARAMUS NJ 07652


	
250
 WOODBRIDGE CENTER DR

 SPACE 388

 WOODBRIDGE NJ 07095

	
WOODBRIDGE
 CENTER PROPERTY, LLC

	
C/O
 GENERAL GROWTH PROPERTIES, INC.

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE PATUXENT PARKWAY

 COLUMBIA MD 21044













	
 

	
 

	
 


	
1750
 DEPTFORD CTR RD

 SPACE 1235

 DEPTFORD NJ 08096

	
MACERICH
 DEPTFORD, LLC

	
DEPTFORD
 MALL

 1750 DEPTFORD CENTER ROAD

 DEPTFORD NJ 08096


	
174
 MAIN STREET

 PATERSON NJ 07505

	
ONE
 YONKERS ASSOCIATES, L.L.C.

	
450
 SEVENTH AVENUE

 NEW YORK NY 0123


	
1004
 GARDEN STATE PLAZA

 PARAMUS NJ 07652-2411

	
WESTLAND
 GARDEN STATE PLAZA, LP

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD,

 12TH FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES CA 90025


	
1004
 GARDEN STATE PLAZA

 PARAMUS NJ 07652-2411

	
WESTLAND
 GARDEN STATE PLAZA, LP

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD,

 12TH FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES CA 90025


	
4403
 BLACK HORSE PIKE, SUITE 1066

 MAYS LANDING NJ 08330

	
HAMILTON
 MALL, LLC

	
C/O
 KRAVCO COMPANY

 234 MALL BOULEVARD

 KING OF PRUSSIA PA 19406


	
3710
 ROUTE 9

 SPACE 2710

 FREEHOLD NJ 07728

	
FREEMALL
 ASSOCIATES, LLC

	
LEGAL
 DEPARTMENT

 401 WILSHIRE BLVD STE 700

 SANTA MONICA CA 90401


	
55
 PARSONAGE RD

 UNIT 398

 EDISON NJ 08837-2499

	
SHOPPING
 CENTER ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 W.WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
30-219
 MALL DRIVE WEST

 JERSEY CITY NJ 07310

	
NC
 MALL ASSOCIATES C/O MS

	
MANAGEMENT
 ASSOCIATES, INC.

 C/O SIMON PROPERTY GRUOP

 225W WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7101
 DEMOCRACY BLVD

 SPACE 2520

 BETHESDA MD 20817

	
MONTGOMERY
 MALL LLC

	
11601
 WILSHIRE BLVD., 12TH FLOOR

 ATTN: LEGAL DEPT.

 LOS ANGELES CA 90025


	
2500
 N MAYFAIR RD

 SPACE 565

 WAUWATOSA WI 53226

	
MAYFAIR
 MALL

	
C/O
 MAYFAIR PROPERTY INC.

 110 NORTH WACKER

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
2500
 N MAYFAIR RD

 SPACE 565

 WAUWATOSA WI 53226

	
MAYFAIR
 MALL

	
C/O
 MAYFAIR PROPERTY INC.

 111 NORTH WACKER

 ATTN: LAW/LEASE ADMIN. DEPT.

 CHICAGO IL 60606


	
3075
 CLAIRTON RD

 SPACE 374

 WEST MIFFLIN PA 15123

	
CENTURY
 III MALL, L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2011
 N ROAN STREET

 SPACE C-1

 JOHNSON CITY TN 37601

	
JOHNSON
 CITY VENTURE, LLC

	
C/O
 GLIMCHER JOHNSON CITY, INC.

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
149
 MONROEVILLE MALL

 MONROEVILLE PA 15146

	
CBL/MONROEVILLE,
 L.P.

	
C/O
 CBL & ASSOCIATES MGMT. INC

 MONROEVILLE MALL/ CBL CENTER

 2030 HAMILTON PL BLVD SUITE500

 CHATTANOOGA TN 37421-6000


	
3501P
 HARRISBURG MALL

 HARRISBURG PA 17111-1210

	
TD
 BANK, NA.

	
RE:
 HARRISBURG MALL

 P.O. BOX 95000-3625

 PHILADELPHIA PA 19195-0001













	
 

	
 

	
 


	
7837
 EASTPOINT MALL

 BALTIMORE MD 21224

	
THOR
 EASTPOINT MALL LLC

	
C/O
 THOR EQUITIES LLC

 25 WEST 39TH STREET, 11TH FLOOR

 NEW YORK NY 10018


	
4600
 W KELLOGG AVENUE

 SPACE J06

 WICHITA KS 67209

	
TOWNE
 WEST SQUARE LLC

	
MS
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON

 INDIANAPOLIS IN 46204


	
275
 EAST BROADWAY

 SPACE E275

 BLOOMINGTON MN 55425

	
MOAC
 MALL HOLDINGS LLC

	
60
 EAST BROADWAY

 BLOOMINGTON MN 55425-5550


	
127
 MONROEVILLE MALL

 MONROEVILLE PA 15146

	
CBL/MONROEVILLE,
 L.P.

	
C/O
 CBL & ASSOCIATES MGMT. INC

 MONROEVILLE MALL/ CBL CENTER

 2030 HAMILTON PL BLVD SUITE500

 CHATTANOOGA TN 37421-6000


	
1558
 KINGS HWY NORTH

 SPACE 15

 CHERRY HILL NJ 08034

	
FEDERAL
 REALTY INVESTMENT TRUST

	
1626
 EAST JEFFERSON STREET

 ATTN: LEGAL DEPT.

 ROCKVILLE MD 20852-4041


	
1365
 N DUPONT HIGHWAY, SUITE 3032

 DOVER DE 19901

	
DOVER
 MALL LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
17301
 VALLEY MALL ROAD

 SPACE 3554

 HAGERSTOWN MD 21740

	
PR
 VALLEY LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
701
 ROUTE 440

 SPACE 20A

 JERSEY CITY NJ 07304

	
HUDSON
 ASSOCIATES L.P.

	
PREIT-RUBIN,
 INC., AGENT

 200 SOUTH BROAD STREET, 3RD FLOOR

 PHILADELPHIA PA 19102


	
5587
 CENTRAL AVENUE

 CHARLOTTE NC 28212

	
CHARLOTTE
 EASTLAND MALL, LLC

	
C/O
 GLIMCHER EASTLAND, INC.

 ATTN: GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
701
 RUSSELL AVE

 SPACE D-245

 GAITHERSBURG MD 20877

	
LAKEFOREST
 ASSOCIATES, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
5
 GARDEN STATE PLAZA

 PARAMUS NJ 07652-2404

	
WESTLAND
 GARDEN STATE PLAZA, LP

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD,

 12TH FLOOR/ATTN:OPERATIONS MGR

 LOS ANGELES CA 90025


	
410
 FOUR SEASONS TOWN CTR, SUITE 216

 GREENSBORO NC 274074743

	
FOUR
 SEASONS TOWN CENTER

	
GGP-FOUR
 SEASONS LLC

 110 NORTH WACKER DRIVE

 ATTN:LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
2300
 N SALISBURY BLVD

 SPACE D-121

 SALISBURY MD 21801

	
MACERICH
 SALISBURY GL, LLC

	
PO
 BOX 2172

 401 WILSHIRE BLVD. STE 700

 SANTA MONICA CA 90407


	
1058
 W CLUB BLVD

 SPACE 420

 DURHAM NC 27701

	
NORTHGATE
 ASSOCIATES LLLP

	
P.O.
 BOX 2476

 DURHAM NC 27715-2476


	
3815
 BERGENLINE AVENUE

 UNION CITY NJ 07087

	
WILLIAM
 FELDMAN

	
COFELD
 REALTY CORP.

 FELDCO BLDG

 1029 EAST 163RD STREET – SUITE 201

 BRONX NY 10459













	
 

	
 

	
 


	
136
 MONROEVILLE MALL

 MONROEVILLE PA 15146

	
CBL/MONROEVILLE,
 L.P.

	
C/O
 CBL & ASSOCIATES MGMT. INC

 MONROEVILLE MALL/ CBL CENTER

 2030 HAMILTON PL BLVD SUITE500

 CHATTANOOGA TN 37421-6000


	
1450
 ALA MOANA BLVD

 SPACE 3036

 HONOLULU HI 96814

	
GGP
 ALA MONA L.L.C.

	
LAW
 / LEASING DEPARTMENT

 110 North Wacker Drive

 Chicago IL 60606


	
275
 W KAAHUMANU AVE

 SPACE 1040

 MAUI HI 96732

	
QKC
 MAUI OWNER, LLC

	
COASTWOOD
 CAPITAL GROUP LLC

 ATTN: CORDELL LIETZ

 ONE CALIFORNIA STREET, SUITE 2500

 SAN FRANCISO CA 94111


	
3100
 SW COLLEGE RD, SUITE 534

 OCALA FL 34474

	
PADDOCK
 MALL ASSOCIATES

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANPOLIS IN 46204-3438


	
7201-AL144
 TWO NOTCH RD

 COLUMBIA SC 29223

	
CBL/COLUMBIA
 PLACE, LLC

	
C/O
 CBL & ASSOCIATES MGMT. INC

 SUITE 500 - CBL CENTER

 2030 HAMILTON PL. BOULEVARD

 CHATTANOOGA TN 37421


	
256
 CHESTERFIELD MALLCHESTERFIELD MO 63017

	
CHESTERFIELD
 MALL, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
14
 SIGNAL HILLS MALL

 WEST ST. PAUL MN 55118

	
SIGNAL
 HILLS COMPANY II, LLP

	
C/O
 AZURE PROPERTIES, INC

 95 SOUTH OWASSO BLVD. W.

 LITTLE CANADA MN 55117


	
1409
 HILLTOP MALL ROAD

 RICHMOND CA 94806

	
RICHMOND
 ASSOCIATES LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2313
 STONERIDGE MALL

 PLEASANTON CA 94588

	
STONERIDGE
 PROPERTIES LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
3301-2248
 EAST MAIN ST

 VENTURA CA 93003

	
MACERICH
 BUENAVENTURA LP

	
CENTER
 MANAGER

 3301-1 EAST MAIN STREET

 VERNTURA CA 93003


	
351
 W SCHUYKILL RD STE A7

 POTTSTOWN PA 19465

	
COVENTRY
 RETAIL LP

	
C/O
 STOLTZ MANAGEMENT COMPANY

 725 CONSHOHOCKEN STATE ROAD

 BALA CYNWYD PA 19004


	
3100
 HWY 365, SPACE 17

 PORT ARTHUR TX 77642

	
GG&A
 CENTRAL MALL PARTNERS, L.P.

	
ATTN:
 ASSET MANAGER - CENTRAL MALL - PORT ARTHUR

 124 JOHNSON FERRY ROAD, NE

 ATLANTA GA 30328


	
1172
 NEWGATE MALL

 OGDEN UT 84405

	
GGP-NEWGATE
 MALL, INC.

	
C/O
 GENERAL GROWTH PROPERTIES, INC 

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1640
 CAMINO DEL RIO N, SPACE 333

 SAN DIEGO CA 92108-1517

	
MISSION
 VALLEY SHOPPINGTOWNLLC

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BLVD. 11TH FLR.

 ATTN: LEASE ADMINISTRATION

 LOS ANGELES CA 90025-1748


	
1701
 MCFARLAND BLVD E, 

 SPACE C-12

 TUSCALOOSA AL 35404

	
UNIVERSITY
 MALL, LLC

	
C/O
 ARONOV REALTY MGMT INC.

 3500 EASTERN BOULEVARD

 ATTN: LEGAL DEPARTMENT

 MONTGOMERY AL 36116


	
5300
 WISCONSIN AVE NW

 SPACE 12

 WASHINGTON DC 20015

	
TEACHERS
 INSURANCE AND ANNUITY ASSOC. OF AMERICA

	
C/O
 URBAN RETAIL PROPERTIES CO

 5300 WISCONSIN AVENUE, NW

 WASHINGTON DC 20015













	
 

	
 

	
 


	
672 BRIARWOOD
 CIRCLE     

 ANN ARBOR MI 48108

	
BRIARWOOD LLC

	
SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
3075 CLAIRTON RD, ROOM
 404

 WEST MIFFLIN PA
 15123

	
CENTURY III MALL, L.P.

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
3075 CLAIRTON RD, ROOM
 404

 WEST MIFFLIN PA
 15123     

	
CENTURY III MALL, L.P.

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
6101 GATEWAY WEST BLVD

 SPACE B3

 EL PASO TX 79925

	
C.E. BASSETT I, LP

	
DIRECTOR OF ASSET
 MANAGEMENT

 15601 DALLAS
 PARKWAY, SUITE 400

 ADDISON TX 75001


	
98-1005 MOANALUA ROAD,
 SUITE 239

 AIEA HI 96701-4707

	
WATERCRESS ASSOCIATES,
 LP, LLP

	
C/O MMI REALTY SERVICES,
 INC.

 2 NORTH LAKE
 AVENUE     #450

 PASADENA CA
 91101-1858


	
98-1005 MOANALUA ROAD,
 SUITE 239

 AIEA HI 96701-4707

	
WATERCRESS ASSOCIATES,
 LP, LLP

	
C/O MMI REALTY SERVICES,
 INC.

 2 NORTH LAKE
 AVENUE     #450

 PASADENA CA
 91101-1858


	
98-1005 MOANALUA
 ROAD, SUITE 239
AIEA HI 96701-4707

	
WATERCRESS ASSOCIATES,
 LP, LLLP

	
C/O MMI REALTY SERVICES,
 INC.     

 2 NORTH LAKE
 AVENUE     #450

 PASADENA CA
 91101-1858


	
7611 WEST THOMAS ROAD

 PO BOX 48034

 PHOENIX AZ
 85033-5433

	
DESERT SKY MALL AND JCP
 REALTY TIC, LLC

	
CENTER MANAGER

 PO BOX 48008

 7611 WEST THOMAS
 ROAD

 PHOENIX AZ 85028


	
1067 W BALTIMORE PIK

 SPACE 183

 MEDIA PA
 19063     

	
SM GRANITE RUN MALL LP

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
111 E PUAINAKO ST

 HILO HI 96720

	
PRINCE KUHIO PLAZA

	
C/O HO RETAIL PROPERTIES
 I L.P.     

 ATTN: LAW/LEASE
 DEPT.     

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
4400B NORTH FREEWAY,
 SUITE 100

 HOUSTON TX
 77022-3645

	
NORTHLINE MALL LIMITED
 PARTNERSHIP

	
C/O BERENSON ASSOCIATES,
 INC     

 ONE EXETER PLAZA 

 BOSTON MA 02116


	
3800 MERLE HAY ROAD,
 SUITE 212

 DES MOINES IA 50310

	
MERLE HAY MALL

	
30 NORTH MICHIGAN AVE.,
 SUITE 1008     

 CHICAGO IL 60606


	
S 6053 HICKORY RIDGE
 MALL

 SPACE 444

 MEMPHIS TN 38115

	
WORLD OVER COMERS
 OUTREACH MINISTRIES CHURCH, INC. 

	
C/O HICKORY RIDGE MALL 

 6075 WINCHESTER RD 

 MEMPHIS TN 38115


	
5524 DURAND AVENUE

 RACINE WI
 53406     

	
RACINE JOINT VENTURE II,
 LLC

	
C/O CBL & ASSOCIATES
 MANAGEMENT, INC.

 5538 DURAND AVENUE

 ATTN: PROPERTY
 MANAGER

 RACINE WI 53406


	
3601 S 2700 WEST, SUITE
 E-140

 WEST VALLEY CITY UT
 84119

	
COVENTRY III/SATTERFIELD
 HELM VALLEY FAIR, LLC

	
SATTERFIELD HELM
 MANAGEMENT, INC

 ATTN: GREG HELM AND
 SCOTT SATTERFIELD 

 3601 SOUTH 2700
 WEST, SUITE G 128

 WEST VALLEY CITY UT
 84119


	
1368 NORTHRIDGE MALL

 SALINAS CA
 93906-2020

	
MACERICH BRISTOL ASSOC.
 & NORTHRIDGE FASHION CENTER LLC

	
ATTN: CENTER MANAGER

 796 NORTHRIDGE MALL

 SALINAS CA 93906













	
 

	
 

	
 


	
4601-124 EASTGATE BLVD

 CINCINNATI OH 45245

	
CBL/EASTGATE MALL, LLC

	
CBL & ASSOCIATES
 MANAGEMENT, INC.     

 SUITE 500 -CBL
 CENTER     

 2030 HAMILTON PLACE
 BOULEVARD - ATTN: PRESIDENT

 CHATTANOOGA TN
 37421-6000


	
1475 UPPER VALLEY PIKE

 SPACE 858

 SPRINGFIELD OH 45504

	
DEBARTOLO CAPITAL
 PARTNERSHIP     

	
C/O MS MANAGEMENT
 MANAGEMENT ASSOCIATES, INC.

 NATIONAL CITY CENTER

 115 WEST WASHINGTON
 ST.

 INDIANAPOLIS IN
 46204


	
1401 GREENBRIAR PKWY

 CHESAPEAKE VA 23320

	
GREENBRIER MALL II,
 LLC     

	
C/O CBL & ASSOCIATES
 MGMT. INC

 CBL CENTER - SUITE
 500     

 2030 HAMILTON PLACE
 BOULEVARD

 CHATTANOOGA TN
 37421-6000


	
1500 HARVEY ROAD, SPACE
 5000

 COLLEGE STATION TX
 77840

	
POM-COLLEGE STATION LLC

	
C/O CBL & ASSOCIATES
 MGT, INC.     

 CBL CENTER, SUITE
 500

 2030 HAMILTON PLACE
 BLVD.

 CHATTANOOGA TN 37421


	
800 N GREEN RIVER RD,
 SPACE 417

 EVANSVILLE IN
 47715     

	
SM EASTLAND MALL LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
800 N GREEN RIVER RD,
 SPACE 417

 EVANSVILLE IN 47715

	
SM EASTLAND MALL LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
5001 MONROE STREET,
 SUITE 604 

 TOLEDO OH 43623-3639

	
WESTFIELD FRANKLIN PARK
 MALL

	
WESTFIELD CORPORATION
 INC

 11601 WILSHIRE
 BOULEVARD 

 12TH FLOOR LEGAL
 DEPARTMENT

 LOS ANGELES CA 90025


	
5001 MONROE STREET,
 SUITE 604

 TOLEDO     OH
 43623-3639

	
WESTFIELD FRANKLIN PARK
 MALL

	
WESTFIELD CORPORATION
 INC     

 11601 WILSHIRE
 BOULEVARD 

 12TH FLOOR LEGAL
 DEPARTMENT

 LOS ANGELES CA 90025


	
2070 SAM RITTENBERG
 BLVD, SUITE 57

 CHARLESTON SC
 29407     

	
CITADEL MALL CMBS LLC

	
CBL & ASSOCIATES
 MANAGEMENT, INC.

 2030 HAMILTON PLACE
 BLVD. SUITE 500

 ATTN: CHIEF
 FINANCIAL OFFICER

 CHATTANOOGA TN
 37421-6000


	
3030 PLAZA BONITA RD,
 SUITE 2348

 NATIONAL CITY CA
 91950

	
WESTFIELD CORPORATION,
 INC.     

	
Operations Manager

 11601 Wilshire
 Boulevard, 12th Floor

 Los Angeles CA 90025


	
3030 PLAZA BONITA RD,
 SUITE 2348

 NATIONAL CITY CA
 91950

	
PLAZA BONITA LP

	
C/O WESTFIELD CORPORATIO

 11601 WILSHIRE
 BOULEVARD, 12TH FLOOR

 LOS ANGELES CA 90025


	
#40 CARRETERA #2 SUITE
 170

 MANATI     PR
 00674     

	
REGENCY PARK ASSOCIATES,
 S.E.

	
P.O. BOX 190858

 SAN JUAN PR
 00919-0858


	
8-B SERRAMONTE CENTER

 DALY CITY CA 94015

	
DALY CITY SERRAMONTE
 CNTR, LLC

	
C/O CAPITAL &
 COUNTIES USA INC

 100 THE EMBARCADERO
 SUITE #200

 SAN FRANCISCO CA
 94105


	
8-B SERRAMONTE CENTER

 DALY CITY CA 94015

	
DALY CITY SERRAMONTE
 CNTR, LLC

	
C/O CAPITAL &
 COUNTIES USA INC

 100 THE EMBARCADERO,
 SUITE #200

 SAN FRANCISCO CA
 94105


	
1028 SANTA ROSA
 PLAZA     

 SANTA ROSA CA 95401

	
EMI SANTA ROSA LIMITED
 PARTNERSHIP     

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204













	
 

	
 

	
 


	
1160 SAN JACINTO MALL

 BAYTOWN TX
 77521-8356

	
SJM REALTY

	
C/O SAN JACINTO MALL

 1496 SAN JACINTO
 MALL

 ATTN: WILL DEANE

 BAYTOWN TX 77521


	
7007 FRIARS ROAD

 SPACE 213

 SAN DIEGO CA 92108

	
FASHION VALLEY MALL LLC

	
C/O SIMON PROPERTY GROUP
 

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
7007 FRIARS ROAD

 SPACE 213 

 SAN DIEGO CA 92108

	
FASHION VALLEY MALL LLC

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
7007 FRIARS ROAD

 SPACE 213

 SAN DIEGO CA 92108

	
FASHION VALLEY MALL LLC

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
801 CANAL STREET

 NEW ORLEANS LA
 70112-3924

	
COLEMAN E. ADLER II

	
722 CANAL STREET

 NEW ORLEANS LA70130


	
4201 COLDWATER ROAD,
 SPACE N7

 FORT WAYNE IN
 46805     

	
GGP - GLENBROOK, L.L.C.

	
4201 COLDWATER BLVD.

 FORT WAYNE IN 46805


	
328 NORTHWEST
 PLAZA     

 ST.
 ANN     MO 63074

	
NW PLAZA OWNER LLC

	
SOMERA CAPITAL MGMT,
 LLC     

 115 WEST CANON
 PERDIDO STREET

 SANTA BARBARA CA
 93101


	
N 811 CENTRAL EXPY,
 SUITE 1220

 PLANO TX 75075-8867

	
COLLIN CREEK MALL, L.P.

	
GENERAL GROWTH
 PROPERTIES INC

 COLUMBIA REGIONAL
 OFFICE

 10275 LITTLE
 PATUXENT PARKWAY

 COLUMBIA MD 21044


	
1908 SOUTH COMMONS

 SPACE E16 

 FEDERAL WAY WA
 98003-6039

	
STEADFAST COMMONS II,
 LLC

	
STEADFAST COMMERCIAL
 MANAGEMENT CO, INC.

 ATTN: CHIEF
 ADMINISTRATIVE OFFICER

 4343 VON KARMAN
 AVENUE, STE. 300

 NEWPORT BEACH CA
 92660


	
131 COLONIE CENTER,
 SPACE 130

 ALBANY NY 12205

	
FMP COLONIE LLC

	
C/O FELDMAN MALL
 PROPERTIES, INC.

 ATTN: GENERAL
 MANAGER

 131 COLONIE CENTER

 ALBANYNY 12205


	
2022 BELLEVUE SQUARE

 BELLEVUE WA 98004

	
BELLEVUE SQUARE
 MANAGERS, INC.

	
575 BELLEVUE SQUARE

 BELLEVUE WA 98004


	
8401 GATEWAY WEST

 SPACE A-06C

 EL PASOTX 79925

	
SIMON PROPERTY GROUP
 (TX) L.P.

	
C/O M.S. MGMT
 ASSOCIATES, INC     

 NATIONAL CITY
 CENTER     

 225 W WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
7021 SOUTH MEMORIAL
 DRIVE

 SPACE 246

 TULSA OK 74133

	
WOODLAND HILLS MALL, LLC

	
M.S. MANAGEMENT
 ASSOCIATES INC

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
3 2600 KAUMUALII HWY,
 SUITE E9

 LIHUE KAUAI HI 96766

	
KUKUI GROVE CENTER
 INVESTMENT GROUP INC.

	
CB RICHARD ELLIS

 3-2600 KAUMUALII
 HWY, SUITE B10

 LIHUE HI 96766


	
100 GRAYROCK PLACE,
 SPACE E213

 STAMFORD CT 06901

	
RICH-TAUBMAN ASSOCIATES

	
200 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI
 48303-0200


	
3115 28TH ST SE, SPACE
 F-104

 GRAND RAPIDS MI
 49512     

	
PR WOODLAND LP

	
PREIT ASSOCIATES LP

 200 SOUTH BROAD
 STREET

 PHILADELPHIA PA19120


	
440 HILLSDALE SHOP CTR,
 FLOOR 2

 SAN MATEO CA 94403

	
BOHANNON DEVELOPMENT
 COMPANY

	
60 HILLSDALE MALL

 SAN MATEO CA
 94403-3497













	
 

	
 

	
 


	
440 HILLSDALE SHOP CTR,
 FLOOR 2

 SAN MATEO CA 94403

	
BOHANNON DEVELOPMENT
 COMPANY     

	
60 HILLSDALE MALL

 SAN MATEO CA
 94403-3497


	
4500 N ORACLE ROAD,
 SPACE 132

 TUCSON, AZ 85705

	
GGP-TUCSON MALL LLC

	
C/O GGP-TUCSON MALL LLC

 110 NORTH WACKER
 DRIVE

 ATTN: LAW/LEASING
 DEARTMENT

 CHICAGO IL 60606


	
5300 S 76TH STREET

  SPACE D-102 

 GREENDALE WI 53129

	
SOUTHRIDGE LIMITED
 PARTNERSHIP

	
SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS
 IN46204-3438


	
G-112 WOODFIELD MALL

 SCHAUMBURG IL 60173

	
CHICAGO TITLE &
 TRUST COMPANY

	
200 EAST LONG LAKE ROAD

 PO BOX 200

 BLOOMFIELD HILLS MI
 48303-0200


	
7850 MENTOR AVE

 MENTOR OH 44060

	
SIMON PROPERTY GROUP,
 L.P.

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
2424 US HWY 6 & 50,
 SPACE 127

 GRAND JUNCTION CO
 81505

	
SM MESA MALL, LLC



	
MANAGEMENT OFFICE ATTN:
 CENTER MANAGER

 2424 U.S HIGHWAY 6
 AND 50

 GRAND JUNCTION, CO
 81505


	
462 SUN VALLEY MALL

 CONCORD CA 9452

	
SUNVALLEY SHOPPING
 CENTER LLC

	
C/O THE TAUBMAN COMPANY

 200 EAST LONG LAKE
 ROAD, SUITE 300

 P.O. BOX 200

 BLOOMFIELD HILLS MI
 48303-0200


	
462 SUN VALLEY MALL

 CONCORD CA 94520

	
SUNVALLEY SHOPPING
 CENTER LLC

	
C/O THE TAUBMAN COMPANY

 200 EAST LONG LAKE
 ROAD, SUITE 300

 P.O. BOX 200

 BLOOMFIELD HILLS MI
 48303-0200


	
264 PASADENA TOWN SQUARE
 PASADENA, TX 77506

	
PASADENA MALL
 INVESTMENTS, LTD

	
PASADENA TOWN SQUARE

 171 PASADENA TOWN
 SQUARE

 PASADENA TX 77506


	
2825 S GLENSTONE AVE

 SPACE P-19A

 SPRINGFIELD MO 65804

	
BATTLEFIELD MALL, LLC

	
C/O M.S. MANAGEMENT
 ASSOC. INC

 NATIONAL CITY
 CENTER     225 W. WASHINGTON

 INDIANAPOLIS IN
 46204


	
3225 EL CAMINO REAL

 PALO ALTO CA 94306

	
DOHENY-VIDOVICH

	
C/O DE ANZA PROPERTIES

 920 WEST FREMONT
 AVENUE

 SUNNYVALE CA 94087


	
668 BROADWAY MALL

 HICKSVILLE NY 11801

	
VORNADO BROADWAY MALL
 LLC

	
ATTN: EXECUTIVE V P,
 RETAIL R/E- FIN’ANC ADMIN-CFO

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
150 NORTH SHORE BLVD

 SPACE 4036-38

 SLIDELL LA 70460

	
SIZELER NORTH SHORE
 GENERAL PARTNERSHIP

	
C/O REVENUE PROPERTIES
 MANAGEMENT COMPANY, INC. 2542 WILLIAMS BOULEVARD

 NEW ORLEANS LA 70062


	
5374 WALZEM ROAD

 SAN ANTONIO TX
 78218-2123

	
HOUSTON R.E. INCOME PROPERTIES
 XVII, LTD.

	
HARTMAN MANAGEMENT

 2909 HILLCROFT SUITE
 420

 HOUSTON TX 77057


	
275 W WISCONSIN AVE

 SPACE 1340

 MILWAUKEE WI 53203

	
GRAND AVENUE CITY MALL
 LLC

	
ASHKENAZY ACQUSITION
 CORP

 433 FIFTH AVENUE
 SUITE 200

 NEW YORK NY 10016


	
1982 W GRAND RIVER AVE

 SPACE 265

 OKEMOS MI 48864

	
MERIDIAN MALL L.P.

	
C/O CBL & ASSOCIATES
 MGMT, INC

 2030 HAMILTON PLACE
 BOULEVARDSUITE 500

 CHATTANOOGA TN
 37421-6000













	
 

	
 

	
 


	
35000 W WARREN ROAD

 WESTLAND MI 48185

	
B&B WESTLAND CENTER
 MALL LLC

	
GREGORY GREENFIELD &
 ASSOCIATES

 ATTN: PRESIDENT

 124 JOHNSON FERRY
 ROAD, NE

 ATLANTA GA 30328


	
23000 EUREKA ROAD

 SPACE 1690

 TAYLOR MI 48180

	
SOUTHLAND CENTER

	
SOUTHALND CENTER, LLC

 ATTN: LAW/LEASE
 ADMIN DEPT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
1120 PARAMUS PARK MALL,
 SUITE 2

 PARAMUS NJ
 07652-3542

	
PARAMUS PARK SHOPPING
 CENTER LP     

	
GENERAL GROWTH
 PROPERTIES, INC

 COLUMBIA REGIONAL
 OFFICE 

 ATT: LAW/LEASING AND
 OPER

 10275 LITTLE
 PAXUXENT PARKWAY

 COLUMBIA MD 21044


	
1120 PARAMUS PARK MALL,
 SUITE 2

 PARAMUS NJ
 07652-3542

	
PARAMUS PARK SHOPPING
 CENTER LP     

	
GENERAL GROWTH
 PROPERTIES, INC     

 COLUMBIA REGIONAL
 OFFICE 

 ATT: LAW/LEASING AND
 OPER

 10275 LITTLE
 PAXUXENT PARKWAY     

 COLUMBIA MD 21044


	
1120 PARAMUS PARK MALL,
 SUITE 2

 PARAMUS NJ
 07652-3542

	
PARAMUS PARK SHOPPING
 CENTER LP     

	
GENERAL GROWTH
 PROPERTIES, INC     

 COLUMBIA REGIONAL
 OFFICE 

 ATT: LAW/LEASING AND
 OPER     

 10275 LITTLE
 PAXUXENT PARKWAY     

 COLUMBIA MD
 21044     


	
46-056 KAMEHAMEHA HWY

 BOX
 A-7     

 KANEOHE HI 96744

 OLULU HI 96813

	
TRUSTEES OF THE ESTATE
 OF BERNICE PAUAHI BISHOP

	
567 SOUTH KING STREET,
 STE 200

 KAWAIAHAO PLAZA 

 ATTN:COMMERCIAL
 ASSET MANAGER HON


	
1775 WASHINGTON AVENUE,
 SUITE 329

 HANOVER MA 02339

	
WALTON HANOVER INVESTORS
 V LLC

	
ATTN: LUKE MASSAR &
 HOWARD BRODY

 900 N. MICHIGAN
 AVENUE, SUITE 1900

 CHICAGO IL 60611


	
1775 WASHINGTON AVENUE,
 SUITE 329

 HANOVER MA 02339

	
WALTON HANOVER INVESTORS
 V LLC

	
ATTN: LUKE MASSAR &
 HOWARD BRODY

 900 N. MICHIGAN
 AVENUE, SUITE 190

 CHICAGO IL 60611


	
5120 MEADOWOOD MALL
 CIRCLE

 SPACE B116

 RENO NV 89502

	
MEADOWOOD MALL
 LLC     

	
SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
1231 SOUTHLAND MALL

 MEMPHIS TN 38116

	
SOUTHLAND MALL SHOPPING
 CENTER LLC

	
1215 SOUTHLAND MALL

 MEMPHIS TN 38116


	
5555 YOUNGSTOWN WARREN
 RD, SUITE 920

 NILES OH 44446-4810

	
THE MARION PLAZA, INC.

	
C/O THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186 

 YOUNGSTOWN OH
 44504-0186


	
5555 YOUNGSTOWN WARREN
 RD, SUITE 920

 NILES OH 444464810

	
THE MARION PLAZA, INC.

	
C/O THE CAFARO COMPANY

 2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH
 44504-0186


	
21712 HAWTHORNE BLVD

 SPACE 266 

 TORRANCE CA 90503

	
DEL AMO FASHION CENTER
 OPERATING COMPANY, LLC

	
C/O MILLS SERVICES CORP.

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
470 MILLCREEK MALL

 ERIE PA 16565

	
THE CAFARO
 COMPANY     

	
2445 BELMONT AVENUE

 P.O. BOX 2186 

 YOUNGSTOWN OH
 44504-0186













	
 

	
 

	
 


	
470 MILLCREEK MALL

 ERIE PA 16565

	
THE CAFARO
 COMPANY     

	
2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH
 44504-0186


	
32391 GRATIOT AVE

 ROSEVILLE MI 48066

	
MACOMB MALL, LLC

	
C/O THOR EQUITIES,
 LLC     

 ATTN: LINO SOLIS,
 ESQ.

 25 WEST 39TH STREET,
 11TH FLOOR

 NEW YORK NY 10018


	
4501 CENTRAL AVE

 HOT SPRINGS AR 71913

	
HOT SPRINGS MALL
 ASSOCIATES     

	
3500 EASTERN BYPASS

 MONTGOMERY AL 36116


	
2655 RICHMOND AVE

 SPACE 2445

 STATEN ISLAND NY
 10314

	
ROUSE SI SHOPPING
 CENTER, LL

	
GENERAL GROWTH COMPANY

 COLUMBIA REGIONAL OFFICE

 10275 LITTLE
 PATUXENT PARKWAY

 COLUMBIA MD 21044


	
1214 MALL RUN RD

 UNIONTOWN PA 15401

	
PR FINANCING LP

	
C/O PRIET SERVICES, LLC

 200 SOUTH BROAD
 STREET

 THE BELLEVUE, THIRD
 FLOOR

 PHILADELPHIA PA
 19102


	
8500 BEVERLY BLVD

 SPACE 629 

 LOS ANGELES CA 90048

	
LA CIENEGA PARTNERS LP

	
C/O THE TAUBMAN COMPANY

 200 E. LONG LAKE
 ROAD

 P.O. BOX 200 

 BLOOMFIELD HILLS MI
 48303-0200


	
601 SE WYOMING
 BLVD     

 SPACE 1310

 CASPER WY 82609

	
EASTRIDGE MALL PDC

	
EASTRIDGE MALL L.L.C

 ATTN: LAW/LEASE
 ADMINISTRATION

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
521 MIRACLE MILE DRIVE

 ROCHESTER NY 14623

	
THE MARKETPLACE

	
1265 SCOTTSVILLE ROAD

 ROCHESTER NY 14624


	
4601 EAST MAIN STREET

 SPACE 424 

 FARMINGTON NM 87402

	
PRICE-ASG L.L.C.

	
C/O GENERAL GROWTH
 PROPERTIES, INC.

 110 NORTH WACKER
 DRIVE

 ATTN: DIANE DEAN

 CHICAGO IL 60606


	
5252 HICKORY HOLLOW PKWY

 SPACE 1019

 ANTIOCH TN 37013

	
HICKORY HOLLOW MALL
 LIMITED PARTNERSHIP

	
CBL & ASSOCIATES
 PROPERTIES INC

 CBL CENTER

 2030 HAMILTON PLACE
 BLVD. SUITE 500

 CHATTANOOGA TN
 37421-6000


	
317 APACHE MALL

 1201 12TH ST SW

 ROCHESTER MN 55902

	
APACHE MALL

 C/O ROCHESTER MALL
 L.L.C

	
ATTN: LAW/LEASE
 ADMINISTRATION

 110 N. WACKER DRIVE 

 CHICAGO IL 60606


	
1046 WINSTON PLAZ

 MELROSE PARK IL
 60160-1505

	
NMC MELROSE PARK, LLC

	
C/O NEWMARK MERRILL
 COMPANIES

 5850 CANOGA AVENUE,
 SUITE 650

 WOODLAND HILLS CA
 91367


	
6002 SLIDE RD

 PO BOX 68453

 LUBBOCK TX 79414

	
MACERICH LUBBOCK LIMITED
 PARTNERSHIP

	
MACERICH COMPANY 

 P.O. BOX 2172

 401 WILSHIRE
 BOULEVARD, STE 700

 SANTA MONICA CA
 90401


	
9500 S WESTERN AVE,

 SPACE A-4

 EVERGREEN PARK IL
 60805

	
EVERGREEN PLAZA
 ASSOCIATES I, L.P.

	
C/O THE PROVO GROUP

 9730 S. WESTERN
 AVENUE, SUITE 418

 EVERGREEN PARK IL
 60805


	
3733 IRVING MALL

 IRVING TX 75062

	
SIMON PROPERTY GROUP,
 INC.

	
225 W. WASHINGTON STREET

 INDIANAPOLIS IN
 46204


	
2310 SW MILITARY DRIVE

 SAN ANTONIO TX 78224

	
B & B SOUTH PARK
 MALL, LLC

	
ATTN: ASSET MANAGER,
 SOUTH PARK

 124 JOHNSON FERRY
 ROAD, NE

 ATLANTA GA 30328













	
 

	
 

	
 


	
1910 WELLS ROAD

 SPACE E-17

 ORANGE PARK FL 32073

	
SIMON PROPERTY GROUP LP

	
C/O SIMON PROPERTY GROUP

  225 W. WASHINGTON STREET

 INDIANAPOLIS IN
 46204-3438


	
2000 S EXPRESSWAY 83

 SPACE
 A-08-1512     

 HARLINGEN TX 78552

	
MALL AT VALLE VISTA, LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
2415 N MONROE ST

 SPACE 240

 TALLAHASSEE FL 32303

	
FMP TALLAHASSEE LLC

	
C/O JONES LANG LASALLE AMERICAS,
 INC 

 3344 PEACHTREE ROAD
 NE, SUITE 1200

 ATTN: PRESIDENT
 & CEO, RETAIL

 ATLANTA GA 30326


	
2000 BRITTIAN ROAD,
 SUITE 400

 AKRON OH
 44310     

	
CHM/AKRON, LL

	
2000 BRITTAIN ROAD,
 SUITE 830

 AKRON OH 44310-4303


	
813 HAWTHORN CENTER

 VERNON HILLS IL
 60061

	
LASALLE NATIONAL TRUST,
 N.A.     

	
C/O WESTFIELD
 CORPORATION, INC

 11601 WILSHIRE BLVD.
 12TH FLOOR

 LOS ANGELES CA 90025


	
266-B YORKTOWN CENTER

 LOMBARD IL 60148

	
YORKTOWN HOLDINGS LLC

	
C/O LONG PEHRSON
 ASSOC., LLC

 203
 YORKTOWN     

 LOMBARD IL 60148


	
266-B YORKTOWN CENTER

 LOMBARD IL 60148

	
YORKTOWN HOLDINGS LLC

	
C/O LONG PEHRSON
 ASSOC., LLC

 203 YORKTOWN 

 LOMBARD IL 60148


	
4833 FASHION SQUARE ML

 SAGINAW MI 48604

	
JG SAGINAW, LLC

	
CBL & ASSOCIATES
 MGMT, INC.

 CBL CENTER, SUITE
 500

 2030 HAMILTON PLACE
 BOULEVARD

 CHATTANOOGA TN
 37421-6000


	
1455 NW 107TH AVENUE,
 SUITE 220

 DORAL FL 331722712

	
MALL AT MIAMI
 INTERNATIONAL LLC

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
19575 BISCAYNE BLVD

 SPACE 339

 AVENTURA FL
 331802304

	
AVENTURA MALL VENTURE

	
C/O TURNBERRY AVENTURA
 MALL CO

 19501 BISCAYNE
 BLVD., SUITE 400

 AVENTURA FL 33180


	
1700 W NEW HAVEN AVE

 SPACE 239

 MELBOURNE FL
 329043970

	
MELBOURNE-JCP
 ASSOCIATES, LTD

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
4994 W MERCURY BLVD

 SUITE C

 NEWPORT NEWS VA
 236051602

	
NEWMARKET OUTPARCELS,
 LLC     

	
C/O ROBERT BROWN &
 ASSOCIATES, INC. 

 5800 LAKE WRIGHT
 DRIVE - SUITE 104

 NORFOLK VA 23502


	
72-840 HWY 111

 SPACE F195

 PALM DESERT CA 92260

	
WEA PALM DESERT L.P.

	
C/O WESTFIELD
 CORPORATION INC.

 11601 WILSHIRE
 BLVD., 12TH FLR     ATTN: LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
3333 BRISTOL ST

 COSTA MESA CA
 92626     

	
SOUTH COAST PLAZA MGMT
 OFFICE

	
3333 BRISTOL STREET

 COSTA MESA CA 92626


	
1300 ULSTER AVENUE,
 SUITE 233

 KINGSTON NY 12401

	
PCK DEVELOPMENT CO., L.L.C.

	
LEGAL DEPARTMENT

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
5101 HINKLEVILLE
 ROAD, UNIT 340

 PADUCAH KY 42001

	
KENTUCKY OAKS MALL CO.

	
2445 BELMONT AVENUE

 P.O. BOX 2186

 YOUNGSTOWN OH
 44504-0186


	
5423 W 88TH AVE, SPACE
 16

 WESTMINSTER CO 80031

	
WESTMINSTER MALL COMPANY

	
C/O M.D. MANAGMENT, INC.

 5201 JOHNSON DRIVE,
 SUITE 411

 ATTN: LAW DEPARTMENT

 MISSION, KS 66205













	
 

	
 

	
 


	
50 FOX RUN ROAD, SUITE
 26

 NEWINGTON NH
 038012855

	
THE FOX RUN JOINT
 VENTURE

	
MORGAN STANLEY

 ATTN: ASSET MANAGER

 FOX RUN MALL

 1585 BROADWAY

 NEW YORK NY 10036


	
2200 N MAPLE AVENUE

 RAPID CITY SD 57701

	
SM RUSHMORE MALL LLC

	
C/O RUSHMORE MALL

 2200 NORTH MAPLE
 AVENUE

 ATTN: GENERAL
 MANAGER

 RAPID CITY SD
 57701-7881


	
18000 VERNIER RD

 SPACE 801

 HARPER WOODS MI
 48225

	
NEW EASTLAND MALL
 DEVELOPER, LLC

	
AAC MANAGEMENT CORP. 

 433 FIFTH AVENUE,
 4TH FLOOR

 NEW YORK NY 10016


	
2150 NORTHWOODS BLVD

 UNIT B-15

 NORTH CHARLESTON SC
 29406

	
NORTH CHARLESTON JOINT
 VENTURE II, LLC

	
CBL & ASSOCIATES
 MGMT. INC.

 NORTHWOODS MALL
 OFFICE

 2150 NORTHWOODS BLVD
 UNIT #60

 CHATTANOOGA TN
 37421-6000


	
6901 SECURITY BLVD

 BALTIMOREMD 21244

	
SECURITY SQUARE
 ASSOCIATES

	
545 WISCONSIN AVENUE

 SUITE 1265

 CHEVY CHASE MD 20815


	
650 LEE BLVD

 SPACE F20B

 YORKTOWN HEIGHTS NY
 10598

	
JEFFERSON VALLEY MALL
 L.P.

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
20 VIEWMONT MALL

 SCRANTON PA
 185081300     

	
PR VIEWMONT LP 

	
C/O PREIT SERVICES, LLC

 200 SOUTH BROAD ST.,
 3RD FLOOR

 ATTN: GENERAL
 COUNSEL 

 PHILADELPHIA PA
 19102


	
4153 BELDEN VILLAGE MALL

 CANTON OH 44718

	
WEA BELDEN LLC

	
C/O WESTFIELD CORPORATION,
 INC

 11601 WILSHIRE
 BOULEVARD, 12th FLOOR 

 ATTN: LEGAL
 DEPARTMENT

 LOS ANGELES CA90025


	
3317 EAST STATE STREET

 HERMITAGE PA
 161483302

	
SHENANGO VALLEY MALL
 LLC     

	
C/O PRIME RETAIL
 PROPERTY MANAGEMENT, LLC

 ATT: OFFICE OF
 GENERAL COUNSEL

 217 E. REDWOOD ST
 20th FLOOR

 BALTIMORE MD 21202


	
14006 RIVERSIDE DRIVE

 SUITE 240

 SHERMAN OAKS CA
 91423-6337

	
SHERMAN OAKS
 FASHIONASSOCIATES, LP

	
C/O WESTFIELD
 CORPORATION INC

 11601 WILSHIRE
 BLVD., 12TH FL

 LOS ANGELES CA
 90025-1748


	
232 INLAND CENTER DRIVE

 SAN BERNARDINO, CA
 92408

	
WM INLAND INVESTORS IV,
 LLC

	
ATTN: CENTER MANAGER

 500 INLAND CENTER
 DRIVE

 SAN BERNARDINO, CA
 92408


	
7601 S CICERO AVE

 CHICAGO IL 60652

	
EGI PROPERTIES, LLC

	
TWO NORTH RIVERSIDE
 PLAZA, SUITE 600 

 CHICAGO IL
 60606-2689


	
100 COMMERCIAL ROAD

 SPACE 46

 LEOMINSTER MA
 01453     

	
WALTON WHITNEY INVESTORS
 V LLC     

	
ATTN: LUKE MASSAR &
 HOWARD BRODY

 900 N. MICHIGAN
 AVENUE, SUITE 1900

 CHICAGO IL 60611


	
4511 N MIDKIFF ROAD,
 SUITE F-2

 MIDLAND TX 79705

	
MIDLAND PARK MALL, LP

	
MS MANAGEMENT
 ASSOCIATES, INC

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438     


	
312 SOUTHLAND MALL

 HAYWARD CA 94545

	
SOUTHLAND MALL,
 L.P.     

	
C/O GENERAL GROWTH
 PROPERTIES

 110 N. WACKER DRIVE

 ATTN: GENERAL
 COUNSEL

 CHICAGO IL 60606













	
 

	
 

	
 


	
312 SOUTHLAND MALL

 HAYWARD CA 94545

	
SOUTHLAND MALL, L.P.

	
C/O GENERAL GROWTH
 PROPERTIES

 110 N. WACKER DRIVE

 ATTN: GENERAL
 COUNSEL

 CHICAGO IL 60606


	
312 SOUTHLAND MALL

 HAYWARD CA 94545

	
SOUTHLAND MALL,
 L.P.     

	
C/O GENERAL GROWTH
 PROPERTIES

 ATTN: GENERAL
 COUNSEL

 110 N. WACKER DRIVE 

 CHICAGO IL 60606


	
1 CROSSGATES MALL ROAD

 BOX
 160     

 ALBANY NY 12203-5385

	
CROSSGATES MALL COMPANY
 NEWCO, LLC.

	
C/O THE PYRAMID
 COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
1 CROSSGATES MALL ROAD

 BOX 160

 ALBANY NY 122035385

	
CROSSGATES MALL COMPANY
 NEWCO, LLC.

	
C/O THE PYRAMID
 COMPANIES

 THE CLINTON EXCHANGE
 

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
750 CITADEL DRIVE EAST,
 SUITE 1140

 COLORADO SPRINGS CO
 80909

	
MMP CITADEL LLC

	
5571 BLEAUX AVENUE

 SPRINGDALE AR 72762


	
6155 EASTEX FREEWAY,
 SUITE B-272

 BEAUMONT TX
 777066797     

	
PARKDALE MALL, LLC

	
C/O CBL & ASSOCIATES
 MGMT. INC, SUITE 500 

 CBL CENTER

 2030 HAMILTON PLACE
 BOULEVARD

 CHATTANOOGA TN
 37421     


	
1085 SUNRISE MALL

 MASSAPEQUA NY 11758

	
SUNRISE MALL LLC

	
WESTFIELD, LLC 

 11601 WILSHIRE
 BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
1085 SUNRISE MALL

 MASSAPEQUA NY 11758

	
SUNRISE MALL LLC

	
WESTFIELD, LLC 

 11601 WILSHIRE
 BOULEVARD, 11TH FLOOR

 LOS ANGELES CA 90025


	
35 CRESTWOOD PLAZA

 ST. LOUIS MO 63126

	
AG/CP CRESTWOOD RETAIL
 OWNER, LLC     

	
CENTRUM PROPERTIES, INC.

 ATTN: MARY KOBERSTEIN,
 GENERAL COUNSEL

 225 WEST HUBBARD
 STREET, 4TH FLOOR

 CHICAGO IL
 60610-4416


	
610 MAINE MALL

 SOUTH PORTLAND ME
 04106

	
GGP-MAINE MALL LLC

	
C/O GENERAL GROWTH

 110 NORTH WACKER
 DRIVE

 ATTN: GENERAL
 COUNSEL

 CHICAGO IL 60606


	
610 MAINE MALL

 SOUTH PORTLAND ME 04106

	
GGP-MAINE MALL LLC

	
C/O GENERAL GROWTH

 110 NORTH WACKER
 DRIVE

 ATTN: GENERAL
 COUNSEL

 CHICAGO IL 60606


	
3567 CAPITAL MALL DRIVE

 CAMP HILL PA 17011

	
PR CAPITAL CITY LIMITED
 PARTNERSHIP     

	
C/O PREIT SERVICES, LLC

 200 SOUTH BROAD ST.,
 3RD FLOOR

 PHILADELPHIA PA
 19102


	
1615 E EMPIRE, SPACE B

 BLOOMINGTON IL 61701

	
EASTLAND MALL,
 LLC     

	
CBL & ASSOCIATES
 MANAGEMENT, INC., SUITE 500

 CBL CENTER

 2030 HAMILTON PLACE
 BLVD

 CHATTANOOGA TN 37421


	
1000 WEST OAKS MALL

 SPACE 208

 HOUSTON TX 770821753

	
GCCFC 2006-GG7 WESTHEIMER
 MALL, LLC

	
C/O LNR PARTNERS INC.

 ATTN: DIRECTOR OF
 REAL ESTATE

 1601 WASHINGTON
 AVENUE, SUITE # 700

 MIAMI BEACH FL 33139













	
 

	
 

	
 


	
2100 PLEASANT HILL ROAD

 SPACE 155 

 DULUTH, GA 30096

	
MALL AT GWINNETT PLACE,
 LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
5901 UNIVERSITY DRIVE

 SPACE 77

 HUNTSVILLE AL 35806

	
MADISON SQUARE
 ASSOCIATES LTD

	
C/O CBL & ASSOCIATES
 MGMT INC.

 2030 HAMILTON PLACE
 BOULEVARD

 SUITE 500

 CHATTANOOGA TN
 37421-6000


	
1675 WEST LACEY BLVD

 SPACE G4

 HANFORD CA 93230-5938

	
PASSCO DIVERSIFIED II
 HM, LLC

	
C/O PASSCO REAL ESTATE

 ENTERPRISES, INC.

 96 CORPORATE PARK,
 SUITE 200

 IRVINE CA 92606


	
1300 W I-40 FRONTAGE RD,
 SUITE 226 

 GALLUP NM 87301-3327

	
RIO WEST LLC

	
GENERAL GROWTH
 PROPERTIES INC

 ATT:LAW/LEASE
 ADMINISTRATION

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
3500 MCCAIN ROAD

 SPACE
 11     

 LONGVIEW TX
 75605-4416     

	
SIMON PROPERTY
 GROUP(TEXAS)LP

	
225 W. WASHINGTON 

 NATIONAL CITY CENTER

 INDIANAPOLIS IN
 46204     


	
3050 N 5TH ST HWY STE
 B14

 READING, PA
 19605     

	
GP-FAIRGROUNDS SQUARE,
 L.P.

	
C/O JAGER MANAGER, INC.

 610 OLD YORK ROAD

 JENKINTOWN PA 19046


	
2300 BERNADETTE DRIVE

 SPACE 414 

 COLUMBIA MO 65203

	
COLUMBIA MALL

	
COLUMBIA MALL L.L.C

 ATTN: LAW/LEASE
 ADMIN DEPT

 110 N. WACKER DRIVE 

 CHICAGO IL 60606


	
1103 CHARLESTON TOWN CTR

 CHARLESTON WV 25389

	
CHARLESTON TOWN CENTER
 SPE, LLC, A WEST VIRGINIA LIMITED PARTNERSHIP

	
TERMINAL TOWER

 50 PUBLIC SQUARE,
 SUITE 1360

 CLEVELAND OH
 44113-2267


	
1001 MARKET STREET

 SPACE 1078

 PHILADELPHIA PA
 19107     

	
KEYSTONE PHILADELPHIA
 PROPERTIES, L.P.

	
PREIT

 THE BELLEVUE

 200 SOUTH BROAD
 STREET

 PHILADELPHIA PA
 19102


	
20131 HIGHWAY 59 NORTH

 SPACE 2196

 HUMBLE TX 77338

	
DEERBROOK MALL

	
C/O GENERAL GROWTH
 PROPERTIES INC 

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE
 ADMINISTRATION DEPT.

 CHICAGO IL 60606


	
5500 GROSSMONT CENTER DR

 LA MESA CA 91942

	
GROSSMONT SHOPPING
 CENTER

	
5500 GROSSMONT CENTER
 DRIVE, SUITE 213

 LA MESA CA 91942


	
260 GREECE RIDGE CTR DR

 ROCHESTER NY
 14626-2817

	
GREECE RIDGE LLC

	
C/O WILMORITE MANAGEMENT
 GROUP, LLC

 1265 SCOTTSVILLE
 ROAD

 ROCHESTER NY 14624


	
780 MERCED MALL

 MERCED CA 95340

	
CODDING ENTERPRISES

	
C/O MERCED MALL LTD.

 1400 VALLEY HOUSE
 DRIVE, SUITE# 100

 ROHNERT PARK CA
 94928


	
4301 W WISCONSIN AVE

 SPACE 408 

 APPLETON WI 54913

	
FOX RIVER SHOPPING CTR

	
C/O GENERAL GROWTH MGMT,
 INC.

 400 S. HIGHWAY
 169-SUITE 800

 MINNEAPOLIS MN 55426


	
335 KEAWE STREET, SUITE
 214 

 LAHAINA MAUI HI
 96761

	
BILARJO, LLC

	
161 WAILEA IKE PLACE,
 SUITE B 106 

 MAUI HI 96759


	
301 MT HOPE AVENUE

 SPACE 2026 

 ROCKAWAY NJ 07866

	
ROCKAWAY CENTER
 ASSOCIATES LP

	
C/O SIMON PROPERTY GROUP
 

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204













	
 

	
 

	
 


	
301 MT HOPE AVENUE

 SPACE 2026

 ROCKAWAY NJ 07866

	
ROCKAWAY CENTER
 ASSOCIATES LP

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
7900 SHELBYVILLE ROAD

 SPACE G-7

 LOUISVILLE KY 40222

	
OXMOOR CENTER

	
7900 SHELBYVILLE ROAD

 LOUSVILLE KY
 40222-5429


	
4802 VALLEYVIEW BLVD
 N.W.

 ROANOKE VA 24012

	
VALLEY VIEW MALL, LLC

	
VALLEY VIEW MALL

 CBL & ASSOC.
 PROPERTIES, INC.

 2030 HAMILTON PLACE
 BLVD. SUITE 500

 CHATTANOOGA TN 37421


	
3001 KNOXVILLE CENTER
 DR, SUITE 1194

 KNOXVILLE TN 37924

	
KNOXVILLE CENTER, L.L.C.

	
C/O M.S. MANAGEMENT
 ASSOCIATES INC.

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
1201 HOOPER AVE

 SPACE 1070B

 TOMS RIVER NJ 08753

	
SIMON PROPERTY GROUP,
 INC.

	
225 W. WASHINGTON STREET

 INDIANAPOLIS IN
 46204


	
1030 WEST BOSTON POST RD

 MAMARONECK NY
 10543-3328

	
ITA PROPERTIES LLC

	
C/O SB MANAGEMENT
 CORPORATION

 433 NORTH CAMDEN,
 SUITE 1070 

 BEVERLY HILLS CA
 90210


	
90-15 QUEENS BLVD

 SPACE 3009 

 ELMHURST NY 11373

	
MACERICH QUEENS
 EXPANSION, LLC

	
C/O MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD.
 SUITE 700

 SANTA MONICA CA
 90407


	
90-15 QUEENS BLVD

 SPACE 3009 

 ELMHURST NY 11373

	
MACERICH QUEENS
 EXPANSION, LLC

	
C/O MACERICH COMPANY 

 P.O. BOX 2172 

 401 WILSHIRE BLVD.
 SUITE 700

 SANTA MONICA CA
 90407


	
113 WESTSHORE PLAZA

 TAMPA FL 33609-1855

	
GLIMCHER WESTSHORE LLC

	
C/O GLIMCHER PROPERTIES
 LIMITED PARTNERSHIP

 ATTN: GENERAL
 COUNSEL

 150 EAST GAY STREET

 COLUMBUS OH 43215


	
4101 E 42ND STREET,
 SUITE E10 

 ODESSA TX 79762

	
MCM PROPERTIES LTD.

	
C/O MUSIC CITY MALL

 4101 E. 42ND STREET

 ODESSA TX 79762


	
2801 CANDLER RD, SUITE
 60

 DECATUR GA 300341427

	
THOR GALLERY AT SOUTH
 DEKALB, LLC

	
C/O THOR EQUITIES, LLC

 25 WEST 39TH STREET
 11TH FLOOR

 NEW YORK NY 10018


	
28670 TELEGRAPH ROAD

 SOUTHFIELD MI 48034

	
RAMCO-GERSHENSON
 PROPERTIES LP-TEL TWELVE

	
ATTN:MIKE SULLIVAN VICE
 PRESIDENT OF ASSET MGMT. 31500 NORTHWESTERN HIGHWAY, SUITE 300

 FARMINGTON HILLS MI
 48334


	
801 N CONGRESS AVENUE

 SPACE 443

 BOYNTON BEACH FL
 33426

	
BOYNTON JCP ASSOCIATES
 LTD

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
9215 W ATLANTIC BLVD

 SUITE 272

 CORAL SPRINGS FL
 33071-6949

	
CORAL CS-LTD ASSOCIATES 

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 ST

 INDIANAPOLIS IN
 46204-3438


	
3065 ROUTE 50, SUITE 115

 SARATOGA SPRINGS NY
 12866-2923

	
WILTON MALL, L.L.C

	
ATT:LEGAL DEPARTMENT

 401 WILSHIRE BLVD

 SANTA MONICA CA
 90401


	
617 RICHLAND MALL

 SPACE A3 

 MANSFIELD OH 44906

	
CENTRO WATT

	
CENTRO RICHLAND LLC

 580 WEST GERMANTOWN
 PIKE, SUITE 200

 PLYMOUTH MEETING PA
 19462













	
 

	
 

	
 


	
520 W PRIEN LAKE ROAD

 LAKE CHARLES LA
 70601     

	
SPG PRIEN, LLC

	
SIMON PROPERTY GROUP LP

 MS MANAGEMENT
 ASSOCIATES INC

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
100 MAIN STREET

 WHITE PLAINS NY
 10601

	
WHITE PLAINS GALLERIA LP

	
225 W. WASHINGTON STREET

 INDIANAPOLIS IN
 46204-3438


	
4125 W GARRIOTT ROAD

 SPACE B-17

 ENID OK 73703

	
OAKWOOD MALL 2001, LLC

	
C/O J.HERZOG & SONS,
 INC.

 1720 S. BELLAIRE ST.
 #1209

 DENVER, CO 80222


	
12801 WEST SUNRISE BLVD

 SPACE 267

 SUNRISE FL
 33323-4012

	
SUNRISE MILLS,(MLP) LP

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
850 HARTFORD TURNPIKE

 SPACE R203 

 WATERFORD CT 06385

	
CRYSTAL MALL LLC

	
C/O SIMON PROPERTY
 GROUP, L.P.

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
850 HARTFORD TURNPIKE

 SPACE R203

 WATERFORD CT
 06385     

	
CRYSTAL MALL LLC

	
C/O SIMON PROPERTY
 GROUP, L.P.

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
6191 S STATE STREET,
 SUITE 329 

 MURRAY, UT 84107

	
FASHION PLACE, LLC

	
GENERAL GROWTH
 PROPERTIES, INC

 ATTN: GENERAL
 COUNSEL

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
1200 E COUNTY LINE RD

 SPACE 169

 RIDGELAND MS 39157

	
NORTHPARK MALL L.P.

	
SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET     

 INDIANAPOLIS IN
 46204


	
205 W BLACKSTOCK RD,
 SUITE 790

 SPARTANBURG SC 29301

	
WESTGATE MALL II, LLC

	
C/O CBL &ASSOCIATES
 MANAGEMENT INC

 205 WEST BLACKSTOCK,
 SUITE 1

 ATTN: LESLIE SMITH

 SPARTANBURG SC 29301


	
3101 N MAIN ST SPACE R03

 ANDERSON SC 29621

	
SPG ANDERSON MALL LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
691 RICHMOND ROAD

 SPACE A27

 RICHMOND HEIGHTS OH
 44143

	
RICHMOND TOWN SQUARE
 MALL LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 SREET

 INDIANAPOLIS IN
 46204


	
3500 OLEANDER DR STE A13

 WILMINGTON NC
 284030812

	
CENTRO INDEPENDENCE LLC

	
C/O CENTRO WATT

 580 GERMANTOWN PIKE,
 SUITE 200

 PLYMOUTH MEETING PA
 19462


	
335 EASTVIEW MALL

 VICTOR NY 14564

	
EASTVIEW MALL, LLC

	
1265 SCOTTSVILLE ROAD

 ROCHESTER NY 14624


	
180 STATE ROUTE 35,STE
 1216

 EATONTOWN NJ
 07724-2022

	
EATONTOWN MONMOUTH MALL
 LLC

	
C/O VORNADO REALTY L.P.

 210 ROUTE 4 EAST

 ATTN: JOSEPH MACNOW

 PARAMUS NJ 07652


	
180 STATE ROUTE 35, STE
 1216

 EATONTOWN NJ 07724-2022

	
EATONTOWN MONMOUTH MALL
 LLC

	
C/O VORNADO REALTY L.P.

 210 ROUTE 4 EAST

 ATTN: JOSEPH MACNOW

 PARAMUS NJ 07652


	
180 STATE ROUTE 35, STE
 1216

 EATONTOWN NJ
 07724-2022

	
EATONTOWN MONMOUTH MALL
 LLC

	
210 ROUTE 4 EAST 

 PARAMUS NJ 07652


	
325 W PIEDMONT DRIVE

 SPACE 290

 DANVILLE VA 24540

	
PIEDMONT MALL

 PIEDMONT MALL L.L.C.

	
110 N. WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
4501 N MAIN STREET

 ROSWELL NM 88201

	
ASHLEY/KARNS/BAKER
 PROPERTIES, LTD.

	
THE ASHLEY COMPANY

 2851 LAKEWOOD
 VILLAGE DRIVE

 NORTH LITTLE ROCK AR
 72116


	
514 CODDINGTOWN CENTER

 SANTA ROSA CA 95401

	
4765 CODDINGTOWN MALL,
 LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
10800 W PICO BLVD

 SPACE 251 

 LOS ANGELES CA 90064

	
MACERICH WESTSIDE
 PAVILION PROPERTY, LLC

	
C/O MACERICH PROPERTY
 MANAGEMENT COMPANY, LLC

 P.O. BOX 2172 

 401 WILSHIRE BLVD,
 STE. 700

 SANTA MONICA CA
 90407


	
4600 S MEDFORD DR

 SPACE 1340

 LUFKIN TX
 75901     

	
LUFKIN GKD PARTNERS LP

 GK DEVELOPMENT

	
303 EAST MAIN STREET,
 SUITE# 201

 BARRINGTON IL 60010


	
100 HWY 332 W SPACE 1538

 LAKE JACKSON TX
 77566     

	
BRAZOS OUTLETS CENTER
 LLC

	
PRIME RETAIL,
 LP     

 217 EAST REDWOOD
 ST., 20TH FLR

 ATTN: OFFICE OF THE
 GENERAL COUNSEL

 BALTIMORE MD 21202


	
2100 S W S YOUNG DR,
 SUITE 1436

 KILLEEN, TX
 765435357     

	
KILLEEN MALL, LLC

	
ASSET MANAGER: KILLEEN
 MALL

 124 JOHNSON FERRY
 ROAD, NE

 ATLANTA GA 30328


	
2100 S W S YOUNG DR,
 SUITE 1436

 KILLEEN TX
 765435357     

	
KILLEEN MALL, LLC

	
ASSET MANAGER: KILLEEN
 MALL

 125 JOHNSON FERRY
 ROAD, NE

 ATLANTA GA 30329


	
223 REYNOLDS RD STE 79

 JOHNSON CITY NY
 13790     

	
OAKDALE MALL ASSOCIATES
 LP

	
C/O VORNADO REALTY TRUST

 210 ROUTE 4 EAST

 PARAMUS NJ 07652


	
2700
 MIAMISBURG/CENTERVLE

 SPACE 284

 DAYTON OH 45459

	
DAYTON MALL VENTURE LLC

	
C/O GLIMCHER DAYTON
 MALL, INC.

 ATTN: GENERAL
 COUNSEL

 180 EAST BROAD
 STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
4700 MILHAVEN ROAD

 SPACE 1524

 MONROE, LA 71203

	
PECANLAND MALL

	
GGP-PECANLAND, LP

 ATTN: LAW/LEASING
 ADMIN DEPT

 110 NORTH WACKER
 DRIVE

 CHICAGO IL
 60606     


	
900 COMMONS DRIVE, SUITE
 206

 DOTHAN AL 36303

	
PR WIREGRASS COMMONS LLC

	
PREIT SERVICES, LLC

 GENERAL COUNSEL

 200 SOUTH BROAD ST.
 3RD FLR.

 PHILADELPHIA PA
 19102


	
3701 MCKINLEY PKWY

 SUITE 208 

 BLASDELL NY 14219

	
MCKINLEY MALL, LLC

	
C/O STOLTZ MANAGEMENT OF
 DELAWARE, INC.

 725 CONSHOHOCKEN
 STATE ROAD

 BALA CYNWYD PA 19004


	
555 BROADWAY

 SPACE 138

 CHULA VISTA CA
 919105382

	
CHULA VISTA CENTER, LLC 

	
C/O GENERAL GROWTH PROP,
 INC.

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
1200 MORRIS TURNPIKE, 

 SPACE B121

 SHORT HILLS NJ
 07078-2746

	
SHORT HILLS ASSOCIATES,
 LLC

	
200 EAST LONG LAKE ROAD

 P.O. BOX 200

 BLOOMFIELD HILLS MI
 48303-0200


	
755 ROUTE 18, SPACE
 316     

 EAST BRUNSWICKNJ
 08816

	
RUES PROPERTIES INC.

	
B.S. SHOPPING CENTER
 CORP.

 C/O EDWARD J.
 DEBARTOLO

 7620 MARKET STREET 

 YOUNGSTOWN, OH 44513













	
 

	
 

	
 


	
8200 PERRY HALL BLVD

 SPACE 2135

 NOTTINGHAM
 MD21236     

	
WHITE MARSH MALL 

	
C/O WHITE MARSH MALL,
 LLC

 ATTN: LAW/LEASING
 ADMIN. DEPT.

 110 N. WACKER DRIVE
 CHICAGO IL 60606


	
2385 W CHELTENHAM AVE,

 SPACE 372

 PHILADELPHIA PA19150

	
THOR CHELTENHAM MALL, LP

	
C/O THOR EQUITIES,
 LLC     

 25 WEST 39TH STREET,
 11TH FLOOR

 NEW YORK NY 10018


	
2501 BURLINGTON-MT HOLLY

 SPACE 149

 BURLINGTON NJ 08016

	
GP-BURLINGTON, LLC

	
JAGER MANAGEMENT

 610 OLD YORK ROAD,
 SUITE# 310     

 JENKINTOWN PA 19046


	
2500 MORELAND ROAD

 SPACE 3065

 WILLOW GROVE PA
 19090

	
WG PARK, L.P.

	
C/O PREIT SERVICES
 LLC     

 200 SOUTH BROAD STREET,
 THIRD FLOOR

 PHILADELPHIA PA
 19102     


	
2500 MORELAND ROAD,
 SPACE 3065

 WILLOW GROVE PA
 19090

	
WG PARK, L.P.

	
C/O PREIT SERVICES
 LLC     

 200 SOUTH BROAD
 STREET, THIRD FLOOR

 PHILADELPHIA PA
 19102


	
3320 US HWY 1 UNIT 218

 LAWRENCEVILLE NJ
 08648

	
LAWRENCE ASSOCIATES

	
C/O KRAVCO
 COMPANY     

 234 MALL BOULEVARD

 P.O. BOX 1528

 KING OF PRUSSIA, PA
 19406


	
3320 US HWY 1 UNIT 218

 LAWRENCEVILLE, NJ
 08648

	
QUAKER BRIDGE MALL

	
151 QUAKER BRIDGE MALL

 LAWRENCEVILLE, NJ
 08649


	
1365 N DUPONT HIGHWAY,
 SUITE 5032

 DOVER DE 19901     

	
DOVER MALL LIMITED
 PARTNERSHIP

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
1000 RIVERGATE PARKWAY,
 SUITE 1680

 GOODLETTSVILLE, TN
 37072

	
RIVERGATE MALL LIMITED
 PARTNERSHIP

	
CBL & ASSOCIATES
 PROPERTIES

 CBL CENTER

 2030 HAMILTON PLACE
 BLVD. SUITE 500

 CHATTANOOGA TN
 37421-6000


	
2401 LIBERTY HEIGHTS
 AVE, SUITE 3048

 BALTIMORE MD
 21215-8063

	
MONDAWMIN BUSINESS TRUST

	
GENERAL GROWTH
 PROPERTIES, INC.

 110 N. WACKER DRIVE 

 CHICAGO IL 60606


	
2401 LIBERTY HEIGHTS
 AVE, SUITE 3048

 BALTIMORE MD
 21215-8063

	
MONDAWMIN BUSINESS TRUST

	
GENERAL GROWTH
 PROPERTIES, INC.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
226 LEHIGH VALLEY MALL

 WHITEHALL PA 18052

	
LEHIGH VALLEY MALL

	
250 LEHIGH VALLEY MALL

 WHITEHALL PA 18052


	
354 JACKSONVILLE MALL

 JACKSONVILLE NC 28546

	
PR JACKSONVILLE LP.

	
C/O PREIT SERVICES, LLC

 ATTN: GENERAL
 COUNSEL

 200 SOUTH BROAD ST.,
 SUITE 300

 PHILADELPHIA PA
 19102


	
2009 HIGHWAY 35

 MIDDLETOWN NJ
 077481830

	
ITA PROPERTIES, LLC

	
C/O SB MANAGEMENT
 CORPORATION

 433 NORTH CAMDEN,
 SUITE 1070

 BEVERLY HILLS CA
 90210





FOOT LOCKER SPECIALTY, INC.


	
 

	
 

	
 


	
STREET ADDRESS OF LEASED PROPERTY

	
LESSOR

	
LESSOR’S CONTACT INFORMATION


	
7101 DEMOCRACY BLVD

 SPACE 1126

 BETHESDA MD 20817

	
MONTGOMERY MALL LLC

	
11601 WILSHIRE BLVD.,
 12TH FLOOR

 ATTN: LEGAL DEPT.

 LOS ANGELES CA 90025


	
2000 ROUTE 38, SUITE
 1030

 CHERRY HILL NJ 08002

	
CHERRY HILL CENTER LLC

	
PREIT SERVICES LLC

 200 SOUTH BROAD
 STREET, 3RD FLOOR

 PHILADELPHIA PA
 19102













	
 

	
 

	
 


	
2000 ROUTE 38, SUITE
 1030

 CHERRY HILL NJ 08002

	
CHERRY HILL CENTER LLC

	
PREIT SERVICES LLC

 200 SOUTH BROAD
 STREET, 3RD FLOOR

 PHILADELPHIA PA
 19102


	
11160 VIERS MILL ROAD

 SPACE P-207

 WHEATON, MD 20902

	
WHEATON PLAZA REGIONAL
 SHOPPING CENTER LLP

	
ATTN: LEGAL DEPARTMENT

 11601 WILSHIRE BLVD.
 11TH FLOOR

 LOS ANGELES, CA
 90025


	
197 WESTBANK EXP, SUITE
 1105

 GRETNA, LA 70053

	
OAKWOOD CENTER

	
OAKWOOD SHOPPING CENTER
 LP

 ATTN: LAW/LEASE
 DEPARTMENT

 110 NORTH WACKER
 DRIVE

 CHICAGO, IL 60606


	
1209 SOUTHLAND MALL

 MEMPHIS, TN 38116

	
SOUTHLAND MALL SHOPPING
 CENTER LLC

	
1215 SOUTHLAND MALL

 MEMPHIS, TN 38116


	
8200 PERRY HALL BLVD

 SPACE 2065

 NOTTINGHAM, MD 21236

	
WHITE MARSH MALL

	
C/O WHITE MARSH MALL,
 LLC

 ATTN: LAW/LEASING
 ADMIN. DEPT

 110 N. WACKER DRIVE

 CHICAGO, IL 60606


	
2000 ROUTE 38, SUITE
 1550

 CHERRY HILL, NJ
 08002

	
CHERRY HILL CENTER LLC

	
PREIT SERVICES LLC

 200 SOUTH BROAD
 STREET, 3RD FLOOR

 PHILADELPHIA, PA
 19102


	
525 F.D. ROOSEVELT

 SPACE 30B

 SAN JUAN PR 00918

	
PLAZA LAS AMERICAS, INC.

	
P.O. BOX 363268

 SAN JUAN, PR
 00936-3268


	
11160 VIERS MILL RD

 SPACE H-4

 WHEATON MD 20902

	
WHEATON PLAZA REGIONAL
 SHOPPING CENTER LLP



	
ATTN: LEGAL DEPARTMENT

 11601 WILSHIRE BLVD,
 11TH FLOOR

 LOS ANGELES CA 90025


	
5000 SHELBYVILLE RD

 SPACE 1790

 LOUISVILLE KY 40207

	
MSM PROPERTY LLC

	
110 NORTH WACKER DRIVE

 ATT: LAW/LEASING
 ADMINISTRATION DEPARTMENT

 CHICAGO IL 60606


	
5000 SHELBYVILLE RD

 SPACE 1790

 LOUISVILLE KY 40207

	
MSM PROPERTY LLC

	
110 NORTH WACKER DRIVE

 ATT: LAW/LEASING
 ADMINISTRATION DEPARTMENT

 CHICAGO IL 60606


	
2006 LAYTON HILLS MALL

 SUITE D8

 LAYTON UT 84041-2105

	
LAYTON HILLS MALL CMBS,
 LLC

	
CBL & ASSOCIATES
 MGMT, INC.

 ATTN: GENERAL
 MANAGER

 1076 LAYTON HILLS
 MALL

 LAYTON UT 84041


	
1165 ANNAPOLIS MALL

 ANNAPOLIS MD
 21401-3073

	
ANNAPOLIS MALL LIMITED

	
PARTNERSHIP

 11601 WILSHIRE
 BOULEVARD, 12TH FL.;

 ATTN: LEGAL
 DEPARTMENT

 LOS ANGELES CA 90025


	
3800 STATE RD 16 STE 133

 LA CROSSE WI
 54601-1828

	
PR VALLEY VIEW LIMITED

	
PARTNERSHIP

 C/O PREIT SERVICES,
 LLC

 200 SOUTH BROAD
 ST.,3RD FLOOR

 PHILADELPHIA PA
 19102


	
709 INDUSTRY DRIVE

 BLDG 17

 TUKWILA WA 98188

	
BLUE DOG PROPERTIES
 TRUST

	
REIT MANAGEMENT &
 RESEARCH LLC

 9 GALEN STREET

 WATERTOWN MA 02472


	
15TH STREET
 EAST

 SARASOTA FL 34243

	
RONALD BENDERSON AND
 DAVID H. BALDAUF

	
570 DELAWARE AVENUE

 BUFFALO NY 14202


	
2809 N PRINCE STREET

 SPACE 161

 CLOVIS NM 88101

	
PRICE FINANCING
 PARTNERSHIP, L.P. PARTNERSHIP, LP

	
NORTH PLAINS MALL

 110 N. WACKER DRIVE

 LAW/LEASE ADMIN
 DEPT.

 CHICAGO IL 60606













	
 

	
 

	
 


	
7101 DEMOCRACY BLVD

 BETHESDA MD 20817

	
MONTGOMERY MALL LLC

	
11601 WILSHIRE BLVD.,
 12TH FLOOR

 ATTN: LEGAL DEPT.

 LOS ANGELES CA 90025


	
5080 RIVERSIDE DRIVE,
 SUITE 310

 MACON GA 31210

	
SHOPPES AT RIVER
 CROSSING

	
C/O SHOPPES AT RIVER
 CROSSING, LLC

 110 N. WACKER DR.

 ATTN: LAW/LEASE
 ADMIN. DEPT.

 CHICAGO IL 60606


	
2441 FOOTHILL BLVD

 SPACE 29

 ROCK SPRINGS WY
 82901

	
WHITE MOUNTAIN MALL, LLC
 

	
110 NORTH WACKER DRIVE

 CHICAGO IL 60606 


	
10450 S STATE STREET,
 SUITE 1400

 SANDY UT 84070

	
MACERICH SOUTH TOWNE
 LIMITED PARTNERSHIP

	
C/O MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD.
 SUITE 700

 SANTA MONICA CA
 90401


	
2000 ROUTE 38, SUITE
 1055

 CHERRY HILL NJ 08002

	
CHERRY HILL CENTER LLC

	
PREIT SERVICES LLC

 200 SOUTH BROAD
 STREET, 3RD FLOOR

 PHILADELPHIA PA
 19102


	
4444 1ST AVE NE

 SPACE 79

 CEDAR RAPIDS IA
 52402

	
SDG MACERICH PROPERTIES
 L.P.

	
C/O MACERICH COMPANY

 401 WILSHIRE BLVD.
 STE 700

 P.O. BOX 2172

 SANTA MONICA CA
 90407-2172


	
197 WESTBANK EXP, SUITE
 1020

 GRETNA LA 70053

	
OAKWOOD CENTER

	
OAKWOOD SHOPPING CENTER
 LP

 ATTN: LAW/LEASE
 DEPT.

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
525 F.D. ROOSEVELT

 SPACE 30C

 SAN JUAN PR 00918

	
PLAZA LAS AMERICAS, INC.

	
P.O. BOX 363268

 SAN JUAN PR
 00936-3268


	
55 PARSONAGE ROAD

 UNIT 327

 EDISON NJ 08837

	
SHOPPING CENTER
 ASSOCIATES

	
C/O SIMON PROPERTY GROUP

 225 W.WASHINGTON STREET

 INDIANAPOLIS IN
 46204


	
55 PARSONAGE ROAD

 UNIT 327

 EDISON NJ 08837

	
SHOPPING CENTER
 ASSOCIATES

	
C/O SIMON PROPERTY GROUP

 225 W.WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
55 PARSONAGE ROAD

 UNIT 327

 EDISON NJ 08837

	
SHOPPING CENTER
 ASSOCIATES

	
C/O SIMON PROPERTY GROUP

 225 W.WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
825 DULANEY VALLEY ROAD

 TOWSON MD 21204

	
TOWSON TC LLC

	
GENERAL GROWTH
 PROPERTIES, INC.

 COLUMBIA REGIONAL
 OFFICE

 10275 LITTLE
 PATUXENT PARKWAY

 COLUMBIA MD 21044


	
7109 M LUTHER KING JR
 HWY

 LANDOVER MD 20785-4079

	
FOG CAP RETAIL INVESTORS
 LLC

	
1410 SW JEFFERSON STREET

 PORTLAND OR 97201


	
1626 WASHINGTON AVE

 MIAMI BEACH FL
 331393107

	
420 LINCOLN ROAD ASSOC.,
 LTD

	
420 LINCOLN ROAD, SUITE#
 329

 MIAMI BEACH FL 33139


	
14136 BAXTER DRIVE,
 SUITE 66

 BAXTER MN 56425

	
DEVELOPERS DIVERSIFIED

	
REALTY CORPORATION

 3300 ENTERPRISE
 PARKWAY

 BEACHWOOD OH 44122


	
3333 BUFORD DRIVE

 BUFORD GA 30519

	
MALL OF GEORGIA, LLC

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204













	
 

	
 

	
 


	
180 COBB PARKWAY SOUTH,
 SUITE C11

 MARIETTA GA 30060

	
MARIETTA II (E&A),
 LLC

	
C/O E&A INVESTMENTS,
 LP

 PO BOX 528

 COLUMBIA SC 29201


	
WEST 5309 COLONIAL DRIVE

 ORLANDO FL 32808

	
PINE HILLS CRP, LLC

	
RAM REALTY SERVICES

 4801 PGA BLVD.

 PALM BEACH GARDENS
 FL 33418


	
1530 ANNAPOLIS MALL

 ANNAPOLIS MD 21401-3087

	
ANNAPOLIS MALL LIMITED

	
PARTNERSHIP

 11601 WILSHIRE
 BOULEVARD,

 12TH FL.;ATTN:LEGAL
 DEPARTMENT

 LOS ANGELES CA 90025


	
2401 LIBERTY HEIGHTS
 AVE, SUITE 3030

 BALTIMORE MD
 21215-8019

	
MONDAWMIN BUSINESS TRUST

	
GENERAL GROWTH
 PROPERTIES, INC.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
1485 POLE LINE RD E

 SPACE 225

 TWIN FALLS ID 83301

	
WOODBURY CORPORATION

	
C/O MAGIC VALLEY MALL
 LLC

 2733 EAST PARLEYS
 WAY, SUITE# 300

 SALT LAKE CITY UT
 84109-1662


	
215 E FOOTHILLS PKWY

 SPACE 232

 FORT COLLINS CO
 80525

	
GGP-FOOTHILLS L.L.C.

	
C/O GENERAL GROWTH

 110 NORTH WACKER
 DRIVE

 ATTN: GENERAL
 COUNSEL

 CHICAGO IL 60606


	
1303 CUMBERLAND MALL

 ATLANTA GA
 30339-3133

	
CUMBERLAND MALL, LLC

	
C/O GGP

 110 NORTH WACKER
 DRIVE

 ATTN:LAW/LEASE ADMIN

 CHICAGO IL 60606


	
2929 TURNER HILL ROAD

 SPACE 1170

 LITHONIA GA 30038

	
STONECREST MALL SPE, LLC

	
TERMINAL TOWER

 50 PUBLIC SQUARE -
 SUITE 1360

 CLEVELAND OH
 44113-2267


	
3243 BEL AIR MALL

 MOBILE

 AL

 36606

	
MARELDA BEL AIR MALL LLC

	
GREGORY GREENFIELD &
 ASSOCIATES, LTD.

 124 JOHNSON FERRY
 RD. NE

 ASSET MANAGER

 ATLANTA GA 30328


	
958 LOGAN VALLEY MALL

 ALTOONA PA 16602

	
PR LOGAN VALLEY LP.

	
PREIT SERVICES, LLC

 200 SOUTH BROAD ST.
 3RD FLOOR

 ATTN: GENERAL
 COUNSEL

 PHILADELPHIA PA
 19102


	
1058 W CLUB BLVD

 SPACE 125

 DURHAM NC 27701

	
NORTHGATE ASSOCIATES
 LLLP

	
P.O. BOX 2476

 DURHAM NC 27715-2476


	
5300 S 76TH STREET

 SPACE 190

 GREENDALE WI
 53129-1144

	
SOUTHRIDGE LIMITED
 PARTNERSHIP

	
SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
5953 WEST PARK AVE,
 SUITE 2021

 HOUMA LA 70364

	
REVENUE PROPERTIES
 SOUTHLAND LIMITED PARTNERSHIP

	
C/O REVENUE PROPERTIES
 MGMT CO. INC.

 2542 WILLIAMS BLVD.

 KENNER LA 70062


	
3401 DALE ROAD

 SPACE N-18

 MODESTO CA 95356

	
MACERICH VINTAGE FAIRE
 LIMITED PARTNERSHIP

	
CENTER MANAGER

 3401 DALE ROAD,
 SUITE# 483

 MODESTO CA 95356


	
2021 N HIGHLAND AVE

 SPACE B-4

 JACKSON TN 38305

	
OLD HICKORY MALL VENTURE
 II, LLC

	
C/O CBL & ASSOCIATES
 MANAGEMENT, INC

 SUITE 500-CBL CENTER

 2030 HAMILTON PLACE
 BLVD

 CHATTANOOGA TN 37421













	
 

	
 

	
 


	
410 FOUR SEASONS TOWN
 CTR, SUITE 247

 GREENSBORO NC
 274074743

	
FOUR SEASONS TOWN CENTER

	
GGP-FOUR SEASONS LLC

 110 NORTH WACKER
 DRIVE

 ATTN:LAW/LEASE
 ADMINISTRATION

 CHICAGO IL 60606


	
11355 W 95TH ST

 SPACE 03

 OVERLAND PARK KS
 66214

	
OAK PARK MALL, LLC

	
C/O CBL & ASSOCIATES
 MGMT, INC.

 SUITE 500-CBL CENTER

 2030 HAMILTON PLACE
 BLVD

 CHATTANOOGA TN 37421


	
105 THE MALL AT
 STEAMTOWN

 SCRANTON PA
 18503-2035

	
STEAMTOWN MALL PARTNERS,
 L.P.

	
C/O PRIZM ASSET
 MANAGEMENT CO.

 4500 PERKIOMEN
 AVENUE

 READING PA 19606


	
3500 E WEST HWY

 HYATTSVILLE MD 20782

	
PREIT SERVICES, LLC

	
ATTN: GENERAL COUNSEL

 200 SOUTH BROAD
 STREET, 3RD FLOOR

 PHILADELPHIA PA
 19102


	
436 W PRIEN LAKE ROAD

 LAKE CHARLES LA
 70601

	
SPG PRIEN, LLC

	
SIMON PROPERTY GROUP LP

 MS MANAGEMENT
 ASSOCIATES INC

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
1800 NE EVANGELINE

 SPACE B-3

 LAFAYETTE LA 70501

	
NORTHGATE PRIME, LP 

	
P.O. BOX 271743

 ATTN; THOMAS E.
 MORRIS

 FLOWER MOUND TX
 75027-1743


	
2701 DAVID MCLEOD BLVD

 SPACE 1440

 FLORENCE SC 29501

	
PR MAGNOLIA LLC

	
C/O PREIT SERVICES, LLC

 200 SOUTH BROAD
 STREET, SUITE 300

 PHILADELPHIA PA
 19102


	
9481 CORTANA PLACE

 BATON ROUGE LA 70815

	
CORTANA MALL LLC

	
C/O JANOFF & OLSHAN,
 INC.

 654 MADISON AVENUE,
 SUITE 1205

 NEW YORK NY 10021


	
9481 CORTANA PLACE

 BATON ROUGE LA 70815

	
CORTANA MALL LLC

	
C/O JANOFF & OLSHAN,
 INC.

 656 MADISON AVENUE,
 SUITE 1207

 NEW YORK NY 10023


	
197 WESTBANK EXP, SUITE
 1270

 GRETNA LA 70053

	
OAKWOOD CENTER

	
OAKWOOD SHOPPING CENTER
 LP

 ATTN: LAW/LEASE
 DEPT.

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
12300 NORTH FREEWAY

 SPACE 412

 HOUSTON TX 77060

	
GPM HOUSTON PROPERTIES,
 LTD.

	
12300 NORTH FREEWAY,
 SUITE 208

 HOUSTON TX 77060


	
1815 HAWTHORNE BLVD,
 SUITE 106

 REDONDO BEACH CA
 902783429

	
SOUTH BAY CENTER, LLC

	
C/O FOREST CITY MGMT.,
 INC.

 COMMERCIAL
 DIV./TERMINAL TOWER

 50 PUBLIC SQUARE,
 SUITE 1100

 CLEVELAND, OH
 44113-2203


	
318 LOS CERRITOS CENTER

 CERRITOS CA
 90703-5425

	
MACERICH CERRITOS, LLC

	
MANAGEMENT OFFICE

 239 LOS CERRITOS
 CENTER

 CERRITOS CA
 90703-5422


	
1004 TOWN EAST MALL

 MESQUITE TX 75150

	
TOWN EAST MALL
 PARTNERSHIP

	
C/O GENERAL GROWTH
 MGMT., INC.

 110 NORTH WACKER
 DRIVE

 ATTN: SR. VICE
 PRESIDENT-MGMT.

 CHICAGO IL 60606


	
5647 CENTRAL AVENUE

 CHARLOTTE NC 28212

	
CHARLOTTE EASTLAND MALL,
 LLC

	
C/O GLIMCHER EASTLAND,
 INC.

 ATTN: GENERAL
 COUNSEL

 180 EAST BROAD
 STREET, 21ST FLOOR

 COLUMBUS OH 43215













	
 

	
 

	
 


	
1401 W ESPLANADE AVE

 KENNER LA 70065

	
ESPLANADE MALL L.P.

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204-3438


	
130 SERRAMONTE CENTER

 DALY CITY

 CA

 94015

	
DALY CITY SERRAMONTE
 CNTR, LLC

	
C/O JONES LANG LASALLE

 3 SERRAMONTE BLVD

 DALY CITY CA 94015


	
4325 GLENWOOD AVE

 SPACE L121

 RALEIGH NC 27612

	
CVM HOLDINGS, LLC

	
MANAGEMENT OFFICE

 4325 GLENWOOD AVENUE

 RALEIGH NC 27612


	
3503 HARRISBURG MALL

 HARRISBURG PA
 17111-1210

	
TD BANK, NA.

	
RE: HARRISBURG MALL

 P.O. BOX 95000-3625

 PHILADELPHIA PA
 19195-0001


	
9301 TAMPA AVENUE, SUITE
 189

 NORTHRIDGE CA 91324

	
NORTHRIDGE FASHION
 CENTER

	
U.K.-AMERICAN
 PROPERTIES, INC.

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE
 ADMIN DEPT

 CHICAGO IL 60606


	
16535 SOUTHWEST FREEWAY

 SPACE 250

 SUGAR LAND TX 77479

	
FIRST COLONY MALL

	
C/O FIRST COLONY MALL,
 LLC

 ATTN: LAW/LEASE
 ADMINISTRATION DEPARTMENT

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
6002 SLIDE ROAD

 PO BOX 68452

 LUBBOCK TX 79414

	
MACERICH LUBBOCK LIMITED
 PARTNERSHIP

	
MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE
 BOULEVARD, STE 700

 SANTA MONICA CA
 90401


	
621 N BERKELEY BLVD,
 SUITE K

 GOLDSBORO NC
 275343470

	
BERKELEY MALL, LLC

	
720 SOUTH LAFAYETTE ST.

 P.O. BOX 146

 SHELBY NC 28150


	
3650 W M LUTHER KING
 BLVD

 SPACE 181

 LOS ANGELES CA 90008

	
CAPRI URBAN BALDWIN, LLC

	
300 NORTH LAKE AVENUE,
 SUITE# 620

 PASADENA CA 91101


	
3620 IRVING MALL

 IRVING TX 75062

	
SIMON PROPERTY GROUP
 (TEXAS), LP

	
C/O SIMON PROPERTY GROUP

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
2401 LIBERTY HEIGHTS AVE

 SPACE 3011

 BALTIMORE MD
 21215-8065

	
MONDAWMIN BUSINESS TRUST

	
GENERAL GROWTH
 PROPERTIES, INC.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
3811 S COOPER ST, SUITE
 1134

 ARLINGTON TX 76015

	
THE PARKS AT ARLINGTON,
 LLC

	
3811 S. COOPER ST-
 STE.2206

 ARLINGTON TX 76015


	
3811 S COOPER ST, SUITE
 1134, 

 ARLINGTON TX 76015

	
THE PARKS AT ARLINGTON,
 LLC

	
3811 S. COOPER ST-
 STE.2206

 ARLINGTON TX 76015


	
7101 DEMOCRACY BLVD

 BETHESDA MD 20817

	
MONTGOMERY MALL LLC

	
11601 WILSHIRE BLVD.

 12TH FLOOR

 ATTN: LEGAL DEPT.

 LOS ANGELES CA 90025


	
1100 N WESLEYAN BLVD

 SPACE 3018

 ROCKY MOUNT NC 27804

	
HENDON GOLDEN EAST LLC

	
C/O HENDON PROPERTIES

 3445 PEACHTREE ROAD
 NE, SUITE 465

 ATLANTA GA 30326


	
171 PASADENA TOWN SQAURE

 PASADENA TX 77506

	
PASADENA MALL
 INVESTMENTS, LTD

	
PASADENA TOWN SQUARE

 171 PASADENA TOWN
 SQUARE

 PASADENA TX 77506













	
 

	
 

	
 


	
4950 PACIFIC AVENUE,
 SUITE 103

 STOCKTON CA 95207

	
WTM GLIMCHER LLC

	
GLIMCHER PROPERTIES LP

 ATTN: GENERAL
 COUNSEL

 150 EAST GAY STREET

 COLUMBUS OH 43215


	
6301 NW LOOP 410

 SAN ANTONIO TX 78238

	
INGRAM PARK MALL, L.P.

	
C/O M.S. MANAGEMENT
 ASSOCS, INC

 NATIONAL CITY CENTER

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
1689 ARDEN WAY, SUITE
 1350

 SACRAMENTO CA 95815

	
ARDEN FAIR ASSOCIATES LP

	
MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE
 BLVD,SUITE 700

 SANTA MONICA CA
 90407


	
1689 ARDEN WAY,SUITE
 1350

 SACRAMENTO CA 95815

	
ARDEN FAIR ASSOCIATES LP

	
MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE
 BLVD,SUITE 700

 SANTA MONICA CA
 90407


	
1105 METROCENTER

 JACKSON MS 39209

	
JACKSON METROCENTER MALL
 LTD.

	
CANNON COMMERCIAL

 RE: METROCENTER MALL

 10850 WILSHIRE BLVD.
 STE 1050

 LOS ANGELES CA 90024


	
338 CODDINGTOWN CENTER

 SANTA ROSA CA 95401

	
4765 CODDINGTOWN MALL,
 LLC

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN 46204


	
118 CHRISTIANA MALL

 NEWARK DE 19702-3202

	
CHRISTIANA MALL

	
CHRISTIANA MALL, LLC

 LAW/LEASE
 ADMINISTRATION DEPT.

 110 NORTH WACKER
 DRIVE

 CHICAGO IL 60606


	
11160 VIERS MILL RD

 SPACE G-7

 WHEATON MD 20902

	
WHEATON PLAZA REGIONAL
 SHOPPING CENTER LLP

	
ATTN: LEGAL DEPARTMENT

 11601 WILSHIRE BLVD,
 11TH FLOOR

 LOS ANGELES CA 90025


	
7401 MARKET STREET

 SPACE 227

 BOARDMAN OH 44512

	
SIMON CAPITAL GP

	
M.S. MANAGEMENT
 ASSOCIATES INC

 225 WEST WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
2713A EASTLAND MALL

 UNIT D-5

 COLUMBUS OH 43232

	
EM COLUMBUS II, LLC

	
C/O GLIMCHER PROPERTIES
 LIMITED PARTNERSHIP

 ATTN: GENERAL
 COUNSEL

 180 EAST BROAD
 STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
500 ROUTE 18 STE 504

 MONACA PA 15061-2310

	
PR BEAVER VALLEY LIMITED
 PARTNERSHIP

	
C/O PREIT SERVICES LLC

 200 SOUTH BROAD
 STREET

 THE BELLEVUE, THIRD
 FLOOR

 PHILADELPHIA PA
 19102


	
PO BOX 8948

 FRAGOSO AVENUE

 CAROLINA PR
 00988-8948

	
PLAZA CAROLINA MALL, L.P.

	
C/O SIMON PROPERTY GROUP

 225 W. WASHINGTON
 STREET

 INDIANAPOLIS IN
 46204


	
2329 COTTMAN AVENUE

 SPACE 43 & 44

 PHILADELPHIA PA
 19149

	
NEW PLAN REALTY TRUST,
 LLC

	
C/O CENTRO PROPERTIES
 GROUP

 420 LEXINGTON
 AVENUE, SEVENTH FLOOR

 NEW YORK NY 10170


	
6001 AIRPORT BLVD

 SPACE 2470

 AUSTIN TX 78752

	
HIGHLAND MALL

	
C/O HIGHLAND MALL
 LIMITED PARTNERSHIP

 ATTN: LAW/LEASE
 ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606













	
 

	
 

	
 


	
1133
 SAINT VINCENT AVE

 SPACE 370

 SHREVEPORT LA 71104

	
MALL
 ST VINCENT

	
C/O
 GENERAL GROWTH MGMT INC.

 110 N. WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
2160
 GLENDALE GALLERIA

 GLENDALE CA 91210

	
GLENDALE
 GALLERIA

	
GLENDALE
 I MALL ASSOCIATES, LLC

 110 N. WACKER DRIVE

 ATTN: LAW/LEASE ADMINISTRATION

 CHICAGO IL 60606


	
6155
 EASTEX FREEWAY

 SPACE 330/332

 BEAUMONT TX 77706

	
PARKDALE
 MALL, LLC

	
C/O
 CBL & ASSOCIATES MGMT. INC

 SUITE 500 - CBL CENTER

 2030 HAMILTON PLACE BOULEVARD

 CHATTANOOGA TN 37421



	
2310
 SW MILITARY DRIVE

 SPACE 136

 SAN ANTONIO TX 78224

	
B
 & B SOUTH PARK MALL, LLC

	
ATTN:
 ASSET MANAGER, SOUTH PARK

 124 JOHNSON FERRY ROAD, NE

 ATLANTA GA 30328


	
10000
 EMMETT F LOWRY EX

 SPACE 1310

 TEXAS CITY TX 77591

	
BRENTWOOD
 GROUP 1 & 2

	
10,000
 EMMETT F. LOWRY, SUITE 0001

 TEXAS CITY TX 77591


	
520
 MERCED MALL

 MERCED CA 95340

	
CODDING
 ENTERPRISES

	
C/O
 MERCED MALL LTD.

 1400 VALLEY HOUSE DRIVE, SUITE# 100

 ROHNERT PARK CA 94928


	
317
 JACKSONVILLE MALL

 JACKSONVILLE NC 28546

	
PR
 JACKSONVILLE LP.

	
C/O
 PREIT SERVICES, LLC

 ATTN: GENERAL COUNSEL

 200 SOUTH BROAD ST., SUITE 300

 PHILADELPHIA PA 19102


	
710
 GULFGATE CENTER MALL

 HOUSTON TX 77087-3026

	
HOUSTON
 GULFGATE PARTNERS, L.P

	
C/O
 WULFE & CO.

 12 GREENWAY PLAZA, SUITE 1500

 HOUSTON TX 77046


	
5329
 WEST CENTINELA AVE

 LOS ANGELES CA 90045-2003

	
GRAND
 LADERA, LLC

	
3201
 WILSHIRE BLVD

 SANTA MONICA CA 90403


	
141
 E EAST WILLOW ST

 LONG BEACH CA 90806

	
POLOS
 WRIGLEY LLC

	
FESTIVAL
 MGMT CORP

 9841 AIRPORT BLVD, SUITE# 700

 LOS ANGELES CA 90045


	
4801
 OUTER LOOP RD

 SPACE C-548

 LOUISVILLE KY 40219

	
JEFFERSON
 MALL COMPANY II, LLC

	
CBL
 & ASSOCIATES MGMT, INC

 CBL CENTER CENTER, SUITE 500

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
8200
 PERRY HALL BLVD

 SPACE 1400

 NOTTINGHAM MD 21236

	
WHITE
 MARSH MALL 

	
C/O
 WHITE MARSH MALL, LLC

 ATTN: LAW/LEASING ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
475
 THE PROMENADE N

 SPACE D120

 LONG BEACH CA 90802-2481

	
CITY
 PLACE LONG BEACH LLC

	
TEC
 PROPERTY MANAGEMENT INC

 9200 W. SUNSET BLVD

 PENTHOUSE 9

 WEST HOLLYWOOD CA 90069


	
3561
 WEST CENTURY BLVD

 SPACE D & E

 INGLEWOOD CA 90303

	
INDUK
 CHAI

	
454
 SURFVIEW DRIVE

 PACIFIC PALISADES CA 90272


	
13534
 EUCLID STREET

 EAST CLEVELAND OH 44112

	
FOREST
 HILLS S/C

	
C/O
 ZAREMBA GROUP, LLC

 14600 DETROIT AVE

 CLEVELAND OH 44107











	
 

	
 

	
 


	
3931
 7TH STREET

 LOUISVILLE KY 40216

	
SOUTHLAND
 TERRACE S/C, LLC

	
C/O
 GJ REALTY COMPANY

 16 EAST 34TH SREET, 16TH FLOOR

 NEW YORK NY 10016-4328


	
495
 E SHAW AVE

 FRESNO CA 93710-7600

	
MACERICH
 FRESNO LP

	
C/O
 THE MACERICH COMPANY

 P.O. BOX 2172

 401 WILSHIRE BLVD. - SUITE 700

 SANTA MONICA CA 90407


	
1142
 SAN JACINTO MALL

 BAYTOWN TX 77521

	
SJM
 REALTY

	
C/O
 SAN JACINTO MALL

 1496 SAN JACINTO MALL

 ATTN: WILL DEANE

 BAYTOWN TX 77521


	
2100
 S W S YOUNG DR,SUITE 1050 & H2667

 KILLEEN TX 765435333

	
KILLEEN
 MALL, LLC

	
ASSET
 MANAGER: KILLEEN MALL

 124 JOHNSON FERRY ROAD, NE

 ATLANTA GA 30328


	
455
 SOUTH BIBB AVE

 EAGLE PASS TX 78852

	
ENTERPRISE
 EAGLE PASS ASSOCIATES, LP

	
C/O
 ENTERPRISE ASSET MGMT, INC.

 521 FIFTH AVE SUITE 1804

 NEW YORK NY 10175


	
6001
 W WACO DRIVE

 SPACE 50A

 WACO TX 

 76710

	
CBL
 RM-WACO, LLC

	
CBL
 & ASSOCIATES MGMNT, INC.

 SUITE 500/ CBL CENTER

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421


	
1269
 SOUTHLAND MALL

 MEMPHIS TN 38116-7807

	
SOUTHLAND
 MALL SHOPPING CENTER LLC

	
1215
 SOUTHLAND MALL

 MEMPHIS TN 38116


	
4400D
 NORTH FREEWAY, SUITE 300

 HOUSTON TX 77022-3645

	
NORTHLINE
 MALL LIMITED PARTNERSHIP

	
C/O
 BERENSON ASSOCIATES, INC

 ONE EXETER PLAZA

 BOSTON MA 02116


	
5488
 S PADRE ISLAND DR

 SPACE 1434

 CORPUS CHRISTI TX 78411

	
CORPUS
 CHRISTI RETAIL VENTURE, LP

	
C/O
 TRADEMARK PROPERTY CO.

 ATTN: FRED WALTERS @ LA PALMERA

 5488 SOUTH PADRES ISLAND DRIVE

 CORPUS CHRISTI TX 78411


	
7857
 EASTPOINT MALL

 BALTIMORE MD 21224

	
THOR
 EASTPOINT MALL LLC

	
C/O
 THOR EQUITIES LLC

 25 WEST 39TH STREET. 11TH FLOOR

 NEW YORK NY 10018


	
3054
 DOVER MALL

 SPACE 2032

 DOVER DE 19901

	
DOVER
 MALL LIMITED PARTNERSHIP

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
861
 P CAPITAL CENTRE BLVD

 UPPER MARLBORO MD 20774-4810

	
CAPITAL
 CENTRE, LLC

	
C/O
 INLAND NORTHWEST MANAGEMENT CORP.

 6564 REISTERSTOWN ROAD

 BALTIMORE MD 21215


	
8133
 N GRANDVILLE WOODS

 MILWAUKEE WI 53223

	
LAMIDA
 GROUP, LLC

	
4695
 LAKE FOREST DRIVE, SUITE 100

 CINCINNATI OH 45242


	
10300
 LITTLE PATUXENT PKY

 SPACE 1102

 COLUMBIA MD 21044

	
THE
 MALL IN COLUMBIA

	
C/O
 THE MALL IN COLUMBIA BUSINESS TRUST

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
11160
 VIERS MILL RD

 SPACE G-3

 WHEATON MD 20902-2542

	
WHEATON
 PLAZA REGIONAL SHOPPING CENTER LLP

	
ATTN:
 LEGAL DEPARTMENT

 11601 WILSHIRE BLVD, 11TH FLOOR

 LOS ANGELES CA 90025


	
1330
 ANNAPOLIS MALL

 ANNAPOLIS MD 21401

	
ANNAPOLIS
 MALL LIMITED

	
PARTNERSHIP

 11601 WILSHIRE BOULEVARD,

 12TH FL.;ATTN:LEGAL DEPARTMENT

 LOS ANGELES CA 90025











	
 

	
 

	
 


	
1251
 US 31 NORTH

 SPACE F06D

 GREENWOOD IN 46142

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS

 IN

 46204-3438


	
2615
 MEDICAL CTR PKWY, SUITE 1330

 MURFREESBORO TN 37129

	
CF
 MURFREESBORO ASSOCIATES

	
COUSINS
 PROPERTIES INCORPORATED

 191 PEACHTREE STREET, SUITE 3600

 ATLANTA GA 30303-1740


	
SPACE
 B2

 ST. CROIX VI 00820

	
SUNNY
 ISLE DEVELOPERS LLC

	
P.O.
 BOX 5994

 SUNNY ISLE STATION

 CHRISTIANSTAD

 ST. CROIX VI 00823


	
6175
 OLD NATIONAL HWY, SUITE 120

 ATLANTA GA 30349,4400

	
DBSI
 OLD NATIONAL TOWN CENTER LEASECO LLC

	
ATTN:
 LEASING DEPARTMENT

 12426 W. EXPLORER DRIVE, SUITE 100

 BOISE ID 83713


	
3529
 DILLON DRIVE

 PUEBLO CO 81008

	
PM
 LENDING, LLC

	
C/O
 GEM INVESTORS, INC.

 900 NORTH MICHIGAN AVENUE, SUITE 1400

 CHICAGO IL 60611


	
1250
 SOUTH HOVER STREET

 UNIT 22

 LONGMONT CO 80501

	
PANATTONI
 DEVELOPMENT COMPANY, LLC

	
ATTN:
 WILL DAMRATH

 4601 DTC PARKWAY, SUITE 650

 DENVER CO 80237


	
1710
 BRIARGATE BLVD

 SPACE 731

 COLORADO SPRINGS CO 80920

	
CHAPEL
 HILLS MALL L.L.C.

	
GENERAL
 GROWTH MGMT., INC.

 110 NORTH WACKER DRIVE

 CHICAGO

 IL

 60606


	
1111
 E ARMY POST ROAD, SUITE 436

 DES MOINES IA 50315

	
SDG
 MACERICH PROPERTIES, L.P.

	
SOUTHRIDGE
 MALL

 1111 E. ARMY POST ROAD

 DES MOINES IA 50315


	
1111
 E ARMY POST ROAD, SUITE 436

 DES MOINES IA 50315

	
SDG
 MACERICH PROPERTIES, L.P.

	
SOUTHRIDGE
 MALL

 1111 E. ARMY POST ROAD

 DES MOINES IA 50315


	
1551
 VALLEY WEST DRIVE, SUITE 118A

 WEST DES MOINES IA 50266

	
VALLEY
 WEST DM

	
C/O
 WATSON CENTERS, INC.

 3100 WEST LAKE STREET, SUITE 420

 MINNEAPOLIS MN 55416-4599


	
2300
 EAST 17TH STREET, SUITE 1145

 IDAHO FALLS ID 83404

	
GRAND
 TETON MALL

	
C/O
 PRICE-ASG, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
7200
 HARRISON AVENUE

 UNIT F 131

 ROCKFORD IL 61112

	
CBL/CHERRYVALE
 MALL, LLC

	
CBL
 & ASSOCIATES MGMT INC.

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
2601
 CENTRAL AVENUE

 DODGE CITY KS 67801

	
DCM
 LIMITED, LLC

	
2601
 CENTRAL

 DODGE CITY KS 67801


	
2214
 EAST KANSAS

 7

 GARDEN CITY KS 67846

	
GALILEO
 CMBS T1 HL LLC

	
ERT
 AUSTRALIAN MANAGEMENT LP

 420 LEXINGTON AVENUE, 7TH FL

 NEW YORK NY 10170


	
1201
 PAUL BUNYAN DR NW

 BEMIDJI MN 56601

	
DEVELOPERS
 DIVERSIFIED REALTY

	
3300
 ENTERPRISE PARKWAY

 P.O. BOX 228042

 BEACHWOOD OH 44122


	
8251
 FLYING CLOUD DR

 SPACE 2008

 EDEN PRAIRIE MN 55344

	
EDEN
 PRAIRIE MALL L.L.C.

	
C/O
 GENERAL GROWTH PROP. INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606











	
 

	
 

	
 


	
163
 ROSEDALE CENTER

 ROSEVILLE MN 55113

	
PPF
 RTL ROSEDALE SHOPPING CENTER, LLC

	
MORGAN
 STANLEY REAL ESTATE ADVISOR, INC.

 ATTN: JENNIE PRIES

 1585 BROADWAY

 NEW YORK NY 10036


	
1605
 SOUTH FIRST STREET

 WILLMAR MN 56201

	
KANDI
 MALL 1999, LLC

	
C/O
 J. HERZOG & SONS, INC.

 1720 SOUTH BELLAIRE STREET, SUITE 1209

 DENVER CO 80222


	
2400
 TENTH STREET SW

 SPACE 354

 MINOT ND 58701

	
MINOT
 DAKOTA MALL LLC

	
PRIME
 RETAIL LP

 ATT: OFFICE OF GENERAL COUNSEL

 217 EAST REDWOOD ST 20TH FL

 BALTIMORE

 MD

 21202


	
82
 GATEWAY MALL

 LINCOLN NE 68505-2433

	
WEA
 GATEWAY LLC

	
C/O
 WESTFIELD CORPORATION, INC

 11601 WILSHIRE BOULEVARD, 12TH

 FLOOR/ATTN:LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
3315
 6TH AVE SE STE 6

 ABERDEEN SD 57401-5541

	
RUBLOFF
 TRI-STATE LAKEWOOD PORTFOLIO, L.L.C.

	
RUBLOFF
 DEVELOPMENT GROUP, INC

 4949 HARRISON AVENUE. SUITE 200

 ROCKFORD IL 1108


	
1300
 NORTH MAIN STREET, SUITE 1107

 LOGAN UT 84341-2225

	
PRICE
 FINANCING PRTNERSHIP, LP

	
C/O
 JP REALTY, INC.

 36 CENTURY PARK-WAY

 SALT LAKE CITY UT 84115


	
74
 EAST TOWNE MALL

 MADISON WI 53704

	
MADISON/EAST
 TOWNE, LLC

	
CBL
 & ASSOCIATES, MANAGEMENT INC

 CBL CENTER STE 500

 2030 HAMILTON PLACE BLVD

 CHATTANOOGA TN 37421-6000


	
197
 BAY PARK SQUARE

 GREEN BAY WI 54304

	
SIMON
 CAPITAL L.P.

	
C/O
 M.S. MANAGEMENT ASSOCIATES

 NATIONAL CITY CENTER

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3955
 WEST 26TH STREET

 CHICAGO IL 60623

	
RMD
 I, LLC

	
C/O
 LEARSI & CO., INC.

 540 LAKE COOK ROAD, SUITE #180

 DEERFIELD IL 60015


	
5819
 BERGENLINE AVE

 WEST NEW YORK NJ 07093-1217

	
LOBEL
 REALTY LLC

	
5819-23
 BERGENLINE AVENUE

 WEST NEW YORK NJ 07093


	
767
 BROADWAY

 BROOKLYN NY 11206-5320

	
LESART
 HOLDING CORP.

	
C/O
 ADVANCED MANAGEMENT SERVICES

 26 COURT STREET, SUITE 804

 BROOKLYN NY 11242


	
2237
 BESSEMER ROAD

 BIRMINGHAM AL 35208

	
DOMIT
 INVESTMENT GROUP, LLC.

	
201
 VULCAN ROAD, SUITE 106

 BIRMINGHAM AL 35209


	
3524
 S JEFFERSON ST

 FALLS CHURCH VA 22041-3119

	
ESTATE
 22 PROPERTIES LLC

	
893-917
 U.S. HIGHWAY 22

 NORTH PLAINFIELD NJ 07061-0326


	
932
 MARKET STREET

 PHILADELPHIA PA 19107

	
MARKET
 STREET PROPERTIES, L.P

	
C/O
 O’NEILL PROPERTY MGMT

 123 SOUTH BROAD STREET, SUITE 850

 PHILADELPHIA PA 19109 


	
1400
 WILLOWBROOK BLVD

 SPACE 1250

 WAYNE NJ 07470

	
WILLOWBROOK

	
WILLOWBROOK
 MALL, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N.WACKER DRIVE

 CHICAGO IL 60606











	
 

	
 

	
 


	
1400
 WILLOWBROOK BLVD

 SPACE 1250

 WAYNE NJ 07470

	
WILLOWBROOK

	
WILLOWBROOK
 MALL, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N.WACKER DRIVE

 CHICAGO IL 60606


	
1400
 WILLOWBROOK BLVD

 SPACE 1250

 WAYNE NJ 07470

	
WILLOWBROOK

	
WILLOWBROOK
 MALL, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N.WACKER DRIVE

 CHICAGO IL 60606


	
1400
 WILLOWBROOK BLVD

 SPACE 1250

 WAYNE NJ 07470

	
WILLOWBROOK

	
WILLOWBROOK
 MALL, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N.WACKER DRIVE

 CHICAGO IL 60606


	
1400
 WILLOWBROOK BLVD

 SPACE 1250

 WAYNE NJ 07470

	
WILLOWBROOK

	
WILLOWBROOK
 MALL, LLC

 ATTN: LAW/LEASE ADMIN. DEPT.

 110 N.WACKER DRIVE

 CHICAGO IL 60606


	
2864
 CHAPEL HILL ROAD

 DOUGLASVILLE GA 30135-1766

	
DDRTC
 DOUGLASVILLE PAVILION, LLC

	
C/O
 DEVELOPERS DIVERSIFIED REALTY CORPORATION

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
131
 E SWEDESFORD RD

 EXTON PA 

 19341

	
EXTON/WHITELAND
 DEVCO

	
C/O
 R.J. WATERS & ASSOCIATES, INC

 200 OLD FORGE LANE, SUITE 201

 KENNETT SQUARE PA 19348


	
275
 PAVILION PARKWAY

 FAYETTEVILLE GA 30214-4065

	
DDRTC
 FAYETTE PAVILION III&IV LLC

	
C/O
 DEVELOPERS DIVERSIFIED REALTY CORPORATION

 3300 ENTERPRISE PARKWAY

 ATTN: EXECUTIVE VICE PRESIDENT

 BEACHWOOD OH 44122


	
9156
 METCALF AVENUE

 OVERLAND PARK KS 66212-1408

	
HSM/WDC
 REGENCY, LLC

	
5001
 SPRING VALLEY ROAD, SUITE 1100 

 WEST DALLAS TX 75244


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
THE
 MOODY BIBLE INSTITUTE OF CHICAGO

	
ATTN:
 LEGAL DEPARTMENT

 820 NORTH LASALLE STREET

 CHICAGO IL 60610


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
THE
 MOODY BIBLE INSTITUTE OF CHICAGO

	
ATTN:
 LEGAL DEPARTMENT

 820 NORTH LASALLE STREET

 CHICAGO IL 60610


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
THE
 MOODY BIBLE INSTITUTE OF CHICAGO

	
ATTN:
 LEGAL DEPARTMENT

 820 NORTH LASALLE STREET

 CHICAGO IL 60610


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
THE
 MOODY BIBLE INSTITUTE OF CHICAGO

	
ATTN:
 LEGAL DEPARTMENT

 820 NORTH LASALLE STREET

 CHICAGO IL 60610


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
CAROLYN
 SHELDON ARNOLD 

	
310
 W. 49TH ST., APT 504

 KANSAS MO 64112 


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
CAROLYN
 SHELDON ARNOLD 

	
310
 W. 49TH ST., APT 504

 KANSAS MO 64112 


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
CAROLYN
 SHELDON ARNOLD 

	
310
 W. 49TH ST., APT 504

 KANSAS MO 64112 


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
CAROLYN
 SHELDON ARNOLD 

	
310
 W. 49TH ST., APT 504

 KANSAS MO 64112 


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
KAREN
 SCHMIDT

	
PO
 BOX 96

 TESUQUE NM 87574


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
KAREN
 SCHMIDT

	
PO
 BOX 96

 TESUQUE NM 87574











	
 

	
 

	
 


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
KAREN
 SCHMIDT

	
PO
 BOX 96

 TESUQUE NM 87574


	
211
 SOUTH STATE STREET

 CHICAGO IL 60604

	
KAREN
 SCHMIDT

	
PO
 BOX 96

 TESUQUE NM 87574


	
434-40
 MINNESOTA STREET

 ST. PAUL MN 55101

	
H.F.S.
 PROPERTIES

	
85
 EAST SEVENTH PLACE

 SUITE 200 AVENUE

 ST. PAUL MN 55101


	
434-40
 MINNESOTA STREET

 ST. PAUL MN 55101

	
H.F.S.
 PROPERTIES

	
85
 EAST SEVENTH PLACE

 SUITE 200 AVENUE

 ST. PAUL MN 55101


	
2201
 WASHINGTON STREET

 ROXBURY MA 02119

	
MADISON
 WASHINGTON II, LLC

	
C/O
 CORNU MANAGEMENT

 95 BROADWAY STREET

 BOSTON MA 02116


	
2201
 WASHINGTON STREET

 ROXBURY MA 02119

	
MADISON
 WASHINGTON II, LLC

	
C/O
 CORNU MANAGEMENT

 95 BROADWAY STREET

 BOSTON MA 02116


	
BOX
 52

 PENNSDALE PA 17756

	
PR
 FINANCING LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, 3RD FLOOR

 ATTN: LARRY TRACHTMAN, ESQ VP & GENERAL COUNSEL

 PHILADELPHIA PA 19102


	
BOX
 52

 PENNSDALE PA 17756

	
PR
 FINANCING LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, 3RD FLOOR

 ATTN: LARRY TRACHTMAN, ESQ VP & GENERAL COUNSEL 

 PHILADELPHIA PA 19102


	
BOX
 52

 PENNSDALE PA 17756

	
PR
 FINANCING LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, 3RD FLOOR

 ATTN: LARRY TRACHTMAN, ESQ VP & GENERAL COUNSEL

 PHILADELPHIA PA 19102


	
BOX
 52

 PENNSDALE PA 17756

	
PR
 FINANCING LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, 3RD FLOOR

 ATTN: LARRY TRACHTMAN, ESQ VP & GENERAL COUNSEL

 PHILADELPHIA PA 19102


	
BOX
 52

 PENNSDALE PA 17756

	
PR
 FINANCING LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES, LLC

 200 SOUTH BROAD STREET, 3RD FLOOR

 ATTN: LARRY TRACHTMAN, ESQ VP & GENERAL COUNSEL

 PHILADELPHIA PA 19102


	
1529
 THIRD AVE

 NEW YORK NY 10028

	
THE
 COLORADO PARTNERSHIP

	
CHARLES
 H. GREENTHAL

 MANAGEMENT CORP.

 FOUR PARK AVENUE

 NEW YORK NY 10016


	
3226
 N ROOSEVELT BLVD

 KEY WEST FL 33040

	
 

	
9117
 S.W. 72ND AVENUE 

 MIAMI FL 33156


	
3226
 N ROOSEVELT BLVD

 KEY WEST FL 33040

	
 

	
9117
 S.W. 72ND AVENUE

 MIAMI FL 33156


	
4160
 N HARLEM AVE

 NORRIDGE IL 60634

	
FOREST
 HARLEM PROPERTIES, LP

	
THE
 HARLEM IRVING COMPNAY INC.

 4104 NORTH HARLEM AVENUE

 ATTN: GENERAL COUNSEL

 NORRIDGE IL 60706


	
4160
 N HARLEM AVE

 NORRIDGE IL 60634

	
FOREST
 HARLEM PROPERTIES, LP

	
THE
 HARLEM IRVING COMPNAY INC.

 4104 NORTH HARLEM AVENUE

 ATTN: GENERAL COUNSEL

 NORRIDGE IL 60706












	
 

	
 

	
 


	
4160
 N HARLEM AVE

 NORRIDGE IL 60634

	
FOREST
 HARLEM PROPERTIES, LP

	
THE
 HARLEM IRVING COMPNAY INC.

 4104 NORTH HARLEM AVENUE

 ATTN: GENERAL COUNSEL

 NORRIDGE IL 60706


	
4160
 N HARLEM AVE

 NORRIDGE IL 60634

	
FOREST
 HARLEM PROPERTIES, LP

	
THE
 HARLEM IRVING COMPNAY INC.

 4104 NORTH HARLEM AVENUE

 ATTN: GENERAL COUNSEL

 NORRIDGE IL 60706


	
7401
 MARKET STREET

 BOARDMAN OH 44512

	
SIMON
 CAPITAL GP

	
M.S.
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7401
 MARKET STREET

 BOARDMAN OH 44512

	
SIMON
 CAPITAL GP

	
M.S.
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7401
 MARKET STREET

 BOARDMAN OH 44512

	
SIMON
 CAPITAL GP

	
M.S.
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
7401
 MARKET STREET

 BOARDMAN OH 44512

	
SIMON
 CAPITAL GP

	
M.S.
 MANAGEMENT ASSOCIATES INC

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
536
 MAIN ST

 NEW ROCHELLE NY 10801

	
GAILE
 KNUST –GRAICHEN

	
9
 REMINGTON ROAD

 ORMOND BEACH FL 32174


	
92-98
 SOUTH 69TH ST

 UPPER DARBY PA 19082

	
69TH
 STREET RETAIL MALL LP

	
AAC
 MANAGEMENT CORP

 ATTN: JIMENA WATSON

 433 5TH AVENUE SUITE# 400

 NEW YORK NY 10016


	
92-98
 SOUTH 69TH ST

 UPPER DARBY PA 19082

	
69TH
 STREET RETAIL MALL LP

	
AAC
 MANAGEMENT CORP

 ATTN: JIMENA WATSON

 433 5TH AVENUE SUITE# 400

 NEW YORK NY 10016


	
1020
 FLATBUSH AVE

 BROOKLYN NY 11226

	
1016
 FLATBUSH AVENUE LLC

	
DELMAR
 REALTY CO., INC.

 640 FIFTH AVENUE, THIRD FLOOR

 NEW YORK NY 10019


	
1020
 FLATBUSH AVE

 BROOKLYN NY 11226

	
1016
 FLATBUSH AVENUE LLC

	
DELMAR
 REALTY CO., INC.

 640 FIFTH AVENUE, THIRD FLOOR

 NEW YORK NY 10019


	
5314
 FIFTH AVENUE

 BROOKLYN NY 11220

	
FOOT
 LOCKER RET. PL –REAL ESTATE TRUST

	
THE
 BANK OF NY –TRUST PROPERTIES DEPT.

 100 CHURCH ST. – 8TH FLOOR

 NEW YORK NY 10286


	
5314
 FIFTH AVENUE

 BROOKLYN NY 11220

	
FOOT
 LOCKER RET. PL –REAL ESTATE TRUST

	
THE
 BANK OF NY –TRUST PROPERTIES DEPT.

 100 CHURCH ST. – 8TH FLOOR

 NEW YORK NY 10286


	
5314
 FIFTH AVENUE

 BROOKLYN NY 11220

	
FOOT
 LOCKER RET. PL –REAL ESTATE TRUST

	
THE
 BANK OF NY –TRUST PROPERTIES DEPT.

 100 CHURCH ST. – 8TH FLOOR

 NEW YORK NY 10286


	
5314
 FIFTH AVENUE

 BROOKLYN NY 11220

	
FOOT
 LOCKER RET. PL –REAL ESTATE TRUST

	
THE
 BANK OF NY –TRUST PROPERTIES DEPT.

 100 CHURCH ST. – 8TH FLOOR

 NEW YORK NY 10286


	
55
 FULTON STREET

 NEW YORK NY 10038

	
SOUTHBRIDGE
 TOWERS

	
90
 BEEKMAN STREET

 NEW YORK NY 10038


	
55
 FULTON STREET

 NEW YORK NY 10038

	
SOUTHBRIDGE
 TOWERS

	
90
 BEEKMAN STREET

 NEW YORK NY 10038











	
 

	
 

	
 


	
719
 SOUTH BROADWAY

 LOS ANGELES CA 90014

	
BANK
 OF AMERICA, AS TRUSTEE

	
MR.
 JIM FARRELL-SMITH

 333 SOUTH HOPE STREET, 19TH FLOOR

 CA9-196-19-09

 LOS ANGELES CA 90071


	
719
 SOUTH BROADWAY

 LOS ANGELES CA 90014

	
BANK
 OF AMERICA, AS TRUSTEE

	
MR.
 JIM FARRELL-SMITH

 333 SOUTH HOPE STREET, 19TH FLOOR

 CA9-196-19-09

 LOS ANGELES CA 90071


	
719
 SOUTH BROADWAY

 LOS ANGELES CA 90014

	
EL
 TORO BROADWAY, LLC

	
MR.
 DWIGHT W. WHITING, JR

 2472 EASTMAN AVE., #23

 VENTURA CA 93003


	
719
 SOUTH BROADWAY

 LOS ANGELES CA 90014

	
EL
 TORO BROADWAY, LLC

	
MR.
 DWIGHT W. WHITING, JR

 2472 EASTMAN AVE., #23

 VENTURA CA 93003


	
2240
 02 PLYMOUTH MTG ML

 PLYMOUTH MEETING PA 19462

	
PR
 PLYMOUTH MEETING LIMITED PARTNERSHIP

	
C/O
 PLYMOUTH MEETING MALL

 500 WEST GERMANTOWN PIKE, SUITE L-150

 PLYMOUTH MEETING PA 19462


	
2240
 02 PLYMOUTH MTG ML

 PLYMOUTH MEETING PA 19462

	
PR
 PLYMOUTH MEETING LIMITED PARTNERSHIP

	
C/O
 PLYMOUTH MEETING MALL

 500 WEST GERMANTOWN PIKE, SUITE L-150

 PLYMOUTH MEETING PA 19462


	
2240
 02 PLYMOUTH MTG ML

 PLYMOUTH MEETING PA 19462

	
PR
 PLYMOUTH MEETING LIMITED PARTNERSHIP

	
C/O
 PLYMOUTH MEETING MALL

 500 WEST GERMANTOWN PIKE, SUITE L-150

 PLYMOUTH MEETING PA 19462


	
2240
 02 PLYMOUTH MTG ML

 PLYMOUTH MEETING PA 19462

	
PR
 PLYMOUTH MEETING LIMITED PARTNERSHIP

	
C/O
 PLYMOUTH MEETING MALL

 500 WEST GERMANTOWN PIKE, SUITE L-150

 PLYMOUTH MEETING PA 19462


	
2240
 02 PLYMOUTH MTG ML

 PLYMOUTH MEETING PA 19462

	
PR
 PLYMOUTH MEETING LIMITED PARTNERSHIP

	
C/O
 PLYMOUTH MEETING MALL

 500 WEST GERMANTOWN PIKE, SUITE L-150

 PLYMOUTH MEETING PA 19462


	
1000
 W MITCHELL ST

 MILWAUKEE WI 53204

	
ILLINOIS-INDIANA
 REAL ESTATE

	
INVESTMENT
 OFFICE

 SUITE 3535, PRUDENTIAL PLAZA

 CHICAGO IL 60601


	
2525
 EL CAMINO REAL, SUITE 108

 CARLSBAD CA 92008

	
PLAZA
 CAMINO REAL

	
11601
 WILSHIRE BLVD, 12TH FLOOR

 LOS ANGELES CA 90025


	
2525
 EL CAMINO REAL, SUITE 108

 CARLSBAD CA 92008

	
PLAZA
 CAMINO REAL

	
11601
 WILSHIRE BLVD, 12TH FLOOR

 LOS ANGELES CA 90025


	
2525
 EL CAMINO REAL, SUITE 108

 CARLSBAD CA 92008

	
PLAZA
 CAMINO REAL

	
11601
 WILSHIRE BLVD, 12TH FLOOR

 LOS ANGELES CA 90025


	
2525
 EL CAMINO REAL, SUITE 108

 CARLSBAD CA 92008

	
PLAZA
 CAMINO REAL

	
11601
 WILSHIRE BLVD, 12TH FLOOR

 LOS ANGELES CA 90025


	
2525
 EL CAMINO REAL, SUITE 108

 CARLSBAD CA 92008

	
PLAZA
 CAMINO REAL

	
11601
 WILSHIRE BLVD, 12TH FLOOR

 LOS ANGELES CA 90025


	
3500
 MARYLAND PKWY

 LAS VEGAS NV 89109

	
BOULEVARD
 ASSOCIATES

	
C/O
 BOULEVARD MALL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3500
 MARYLAND PKWY

 LAS VEGAS NV 89109

	
BOULEVARD
 ASSOCIATES

	
C/O
 BOULEVARD MALL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3500
 MARYLAND PKWY

 LAS VEGAS NV 89109

	
BOULEVARD
 ASSOCIATES

	
C/O
 BOULEVARD MALL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606











	
 

	
 

	
 


	
3500
 MARYLAND PKWY

 LAS VEGAS NV 89109

	
BOULEVARD
 ASSOCIATES

	
C/O
 BOULEVARD MALL

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1375
 NE 163RD ST

 NORTH MIAMI BEACH FL 33162

	
ERT
 163RD ST. MALL, LLC

	
C/O
 CENTRO PROPERTIES GROUP

 420 LEXINGTON AVENUE, 7TH FLOOR

 NEW YORK NY 10170


	
1375
 NE 163RD ST

 NORTH MIAMI BEACH FL 33162

	
ERT
 163RD ST. MALL, LLC

	
C/O
 CENTRO PROPERTIES GROUP

 420 LEXINGTON AVENUE, 7TH FLOOR

 NEW YORK NY 10170


	
CONCORD
 TURNPIKE

 US RT 202

 WILMINGTON DE 19803

	
CONCORD
 MALL LLC

	
CONCORD
 MALL

 4737 CONCORD PIKE

 P.O. BOX 7189

 WILMINGTON DE 19803


	
CONCORD
 TURNPIKE

 US RT 202

 WILMINGTON DE 19803

	
CONCORD
 MALL LLC

	
CONCORD
 MALL

 4737 CONCORD PIKE

 P.O. BOX 7189

 WILMINGTON DE 19803


	
CONCORD
 TURNPIKE

 US RT 202

 WILMINGTON DE 19803

	
CONCORD
 MALL LLC

	
CONCORD
 MALL

 4737 CONCORD PIKE

 P.O. BOX 7189

 WILMINGTON DE 19803


	
CONCORD
 TURNPIKE

 US RT 202

 WILMINGTON DE 19803

	
CONCORD
 MALL LLC

	
CONCORD
 MALL

 4737 CONCORD PIKE

 P.O. BOX 7189

 WILMINGTON DE 19803


	
12
 BROAD STREET NORTHWEST

 ATLANTA GA 30303

	
1100
 SPRING STREET, N.W.

	
SUITE
 550

 ATLANTA GA 30309-3848


	
12
 BROAD STREET NORTHWEST

 ATLANTA GA 30303

	
1100
 SPRING STREET, N.W.

	
SUITE
 550

 ATLANTA GA 30309-3848


	
226
 EAST FORDHAM ROAD

 BRONX NY 10458

	
FORDHAM
 EMERALD ASSOCIATES, LLC

	
ATTN:
 JOSEPH CHEHEBAR

 1000 PENNSYLVANIA AVENUE

 BROOKLYN NY 11207


	
226
 EAST FORDHAM ROAD

 BRONX NY 10458

	
FORDHAM
 EMERALD ASSOCIATES, LLC

	
ATTN:
 JOSEPH CHEHEBAR

 1000 PENNSYLVANIA AVENUE

 BROOKLYN NY 11207


	
226
 EAST FORDHAM ROAD

 BRONX NY 10458

	
FORDHAM
 EMERALD ASSOCIATES, LLC

	
ATTN:
 JOSEPH CHEHEBAR

 1000 PENNSYLVANIA AVENUE

 BROOKLYN NY 11207


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET ASSOCIATES, LLC

	
C/O
 WIEN & MALKIN, LLC

 60 EAST 42ND STREET

 NEW YORK NY 10165











	
 

	
 

	
 


	
120
 WEST 34TH STREET

 NEW YORK NY10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
120
 WEST 34TH STREET

 NEW YORK NY 10001

	
112
 WEST 34TH STREET COMPANY, LLC

	
C/O
 WIEN & MALKIN LLP

 60 EAST 42ND STREET

 NEW YORK NY 10165


	
44
 E FLAGLER ST

 MIAMI FL 33131

	
EMILY
 ROMFH

	
3149
 BRICKELL AVENUE

 MIAMI FL 33129-2817


	
44
 E FLAGLER ST

 MIAMI FL 33131

	
EMILY
 ROMFH

	
3149
 BRICKELL AVENUE

 MIAMI FL 33129-2817


	
254
 PARK CITY CENTER

 LANCASTER PA 17601

	
LANCASTER
 TRUST

	
C/O
 GENERAL GROWTH PROPERTIES,

 INC. / PARK CITY CENTER

 110 N. WACKER DRIVE

 CHICAGO IL 60606-1511


	
254
 PARK CITY CENTER

 LANCASTER PA 17601

	
LANCASTER
 TRUST

	
C/O
 GENERAL GROWTH PROPERTIES,

 INC. / PARK CITY CENTER

 110 N. WACKER DRIVE

 CHICAGO IL 60606-1511


	
254
 PARK CITY CENTER

 LANCASTER PA 17601

	
LANCASTER
 TRUST

	
C/O
 GENERAL GROWTH PROPERTIES,

 INC. / PARK CITY CENTER

 110 N. WACKER DRIVE

 CHICAGO IL 60606-1511


	
254
 PARK CITY CENTER

 LANCASTER PA 17601

	
LANCASTER
 TRUST

	
C/O
 GENERAL GROWTH PROPERTIES,

 INC. / PARK CITY CENTER

 110 N. WACKER DRIVE

 CHICAGO IL 60606-1511


	
WESTERN
 HILLS MALL

 FAIRFIELD AL 35064

	
C/O
 ARONOV-BIERNBAUM

	
P.O.
 BOX 1951

 MONTGOMERY, AL. 36197


	
WESTERN
 HILLS MALL

 FAIRFIELD AL 35064

	
C/O
 ARONOV-BIERNBAUM

	
P.O.
 BOX 1951

 MONTGOMERY, AL. 36197


	
WESTERN
 HILLS MALL

 FAIRFIELD AL 35064

	
C/O
 ARONOV-BIERNBAUM

	
P.O.
 BOX 1951

 MONTGOMERY, AL. 36197


	
WESTERN
 HILLS MALL

 FAIRFIELD AL 35064

	
C/O
 ARONOV-BIERNBAUM

	
P.O.
 BOX 1951

 MONTGOMERY, AL. 36197











	
 

	
 

	
 


	
1601
 W CHICAGO AV

 CHICAGO IL 60622

	
TRUST
 # 3260, MAX R SCHRAYER II, TRUSTEE 

	
1701
 GOLF ROAD,

 TWR III SUITE 700

 ROLLING MEADOWS IL 60008 


	
1601
 W CHICAGO AV

 CHICAGO IL 60622

	
THOMAS
 G. A HERZ

	
ATTORNEY
 AT LAW

 6845 N. BARNETT LANE

 MILWAUKEE WI 53217


	
4055
 WEST MADISON ST

 CHICAGO IL 60624

	
LASALLE
 NAT’L BANK OF CHICAGO

	
TRUSTEE
 UNDER TRUST #30270

 135 S. LASALLE ST.

 CHICAGO IL 60690


	
4055
 WEST MADISON ST

 CHICAGO IL 60624

	
LASALLE
 NAT’L BANK OF CHICAGO

	
TRUSTEE
 UNDER TRUST #30270

 135 S. LASALLE ST.

 CHICAGO IL 60690


	
4055
 WEST MADISON ST

 CHICAGO IL 60624

	
M.E.
 SCANLAN

	
AS
 TRUSTEE UNDER TRUST #1 DATED 12/20/83

 7210 OAK AVENUE, APT. 4NE 

 RIVER FOREST IL 60305


	
4055
 WEST MADISON ST

 CHICAGO IL 60624

	
M.E.
 SCANLAN

	
AS
 TRUSTEE UNDER TRUST #1 DATED 12/20/83

 7210 OAK AVENUE, APT. 4NE

 RIVER FOREST IL 60305


	
9
 17 DEY ST

 NEW YORK NY 10007

	
MAYORE
 ESTATES LLC AND 80 LAFAYETTE ASSOC. LLC

	
GRUBB
 AND ELLIS MANAGEMENT SERVICES INC.

 55 EAST 59TH STREET, 10 FLOOR

 NEW YORK NY 10022


	
1345
 FIRST AVE

 NEW YORK NY 10021

	
EASTWOOD
 TOWERS CO.

	
C/O
 BELLMARC PROPERTY MANAGEMENT

 352 PARK AVENUE SOUTH, 9TH FLOOR

 ATTN: ELIZABETH A. COURTIEN

 NEW YORK NY 10010


	
ROUTES
 18 & 51

 MONACA PA 15061

	
PR
 BEAVER VALLEY LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES LLC

 200 SOUTH BROAD STREET

 THE BELLEVUE, THIRD FLOOR

 PHILADELPHIA PA 19102


	
ROUTES
 18 & 51

 MONACA PA 15061

	
PR
 BEAVER VALLEY LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES LLC

 200 SOUTH BROAD STREET

 THE BELLEVUE, THIRD FLOOR

 PHILADELPHIA PA 19102


	
ROUTES
 18 & 51

 MONACA PA 15061

	
PR
 BEAVER VALLEY LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES LLC

 200 SOUTH BROAD STREET

 THE BELLEVUE, THIRD FLOOR

 PHILADELPHIA PA 19102


	
ROUTES
 18 & 51

 MONACA PA 15061

	
PR
 BEAVER VALLEY LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES LLC

 200 SOUTH BROAD STREET

 THE BELLEVUE, THIRD FLOOR

 PHILADELPHIA PA 19102


	
ROUTES
 18 & 51

 MONACA PA 15061

	
PR
 BEAVER VALLEY LIMITED PARTNERSHIP

	
C/O
 PREIT SERVICES LLC

 200 SOUTH BROAD STREET

 THE BELLEVUE, THIRD FLOOR

 PHILADELPHIA PA 19102


	
3401
 W DIVERSEY AVE

 CHICAGO IL 60647

	
LASALLE
 NATIONAL BANK, TRUSTEE UNDER TRUST AGRMT DTD 12/16/64 AND KNOWN AS TRUST NO.
 33098

	
135
 SOUTH LASALLE STREET

 CHICAGO IL 60603


	
3401
 W DIVERSEY AVE

 CHICAGO IL 60647

	
LASALLE
 NATIONAL BANK, TRUSTEE UNDER TRUST AGRMT DTD 12/16/64 AND KNOWN AS TRUST NO.
 33098

	
135
 SOUTH LASALLE STREET

 CHICAGO IL 60603











	
 

	
 

	
 


	
9501
 ARLINGTON EXP

 10 REGENCY SQ

 JACKSONVILLE FL 32225

	
REGENCY
 SQUARE MALL

	
C/O
 R.S PROPERTIES, INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
9501
 ARLINGTON EXP

 10 REGENCY SQ

 JACKSONVILLE FL 32225

	
REGENCY
 SQUARE MALL

	
C/O
 R.S PROPERTIES, INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
9501
 ARLINGTON EXP

 10 REGENCY SQ

 JACKSONVILLE FL 32225

	
REGENCY
 SQUARE MALL

	
C/O
 R.S PROPERTIES, INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
9501
 ARLINGTON EXP

 10 REGENCY SQ

 JACKSONVILLE FL 32225

	
REGENCY
 SQUARE MALL

	
C/O
 R.S PROPERTIES, INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
9501
 ARLINGTON EXP

 10 REGENCY SQ

 JACKSONVILLE FL 32225

	
REGENCY
 SQUARE MALL

	
C/O
 R.S PROPERTIES, INC.

 110 N. WACKER DR.

 CHICAGO IL 60606


	
13
 E BURNSIDE AVE

 BRONX NY 10453

	
STEPH-LEIGH
 ASSOCIATES

	
C/O
 PHILIP IRWIN AARON, P.C.

 PO BOX 60

 ALBERTSON NY 11507-0060


	
13
 E BURNSIDE AVE

 BRONX NY 10453

	
STEPH-LEIGH
 ASSOCIATES

	
C/O
 PHILIP IRWIN AARON, P.C.

 PO BOX 60

 ALBERTSON NY 11507-0060


	
2200
 S 10TH ST

 MCALLEN TX 78503

	
SIMON
 PROPERTY GROUP (TEXAS) L.P.

	
M.S.
 MANAGEMENT ASSOC, INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2200
 S 10TH ST

 MCALLEN TX 78503

	
SIMON
 PROPERTY GROUP (TEXAS) L.P.

	
M.S.
 MANAGEMENT ASSOC, INC.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2841
 GREENBRIAR PKY

 ATLANTA GA 30331

	
GREENBRIAR
 MALL (2006) LP

	
GREENBRIAR
 MALL

 2841 GREENBRIAR PARKWAY, SW

 ATTN: PROPERTY MANAGER

 ATLANTA GA 30331


	
2841
 GREENBRIAR PKY

 ATLANTA GA 30331

	
GREENBRIAR
 MALL (2006) LP

	
GREENBRIAR
 MALL

 2841 GREENBRIAR PARKWAY, SW

 ATTN: PROPERTY MANAGER

 ATLANTA GA 30331


	
2841
 GREENBRIAR PKY

 ATLANTA GA 30331

	
GREENBRIAR
 MALL (2006) LP

	
GREENBRIAR
 MALL

 2841 GREENBRIAR PARKWAY, SW

 ATTN: PROPERTY MANAGER

 ATLANTA GA 30331


	
5300
 IH-35 N

 LAREDO TX 78041

	
MALL
 DEL NORTE, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 SUITE 500 – CBL CENTER

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421-6000


	
5300
 IH-35 N

 LAREDO TX 78041

	
MALL
 DEL NORTE, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 SUITE 500 – CBL CENTER

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421-6000


	
5300
 IH-35 N

 LAREDO TX 78041

	
MALL
 DEL NORTE, LLC

	
C/O
 CBL & ASSOCIATES MANAGEMENT, INC.

 SUITE 500 – CBL CENTER

 2030 HAMILTON PLACE BLVD.

 CHATTANOOGA TN 37421-6000











	
 

	
 

	
 


	
22
 EAST 170TH STREET

 BRONX NY 10452

	
1370-1390
 JEROME AVENUE ASSOC.

	
C/O
 ACHS MANAGEMENT CORP

 1412 BROADWAY 3rd FLOOR

 NEW YORK NY 10018


	
22
 EAST 170TH STREET

 BRONX NY 10452

	
1370-1390
 JEROME AVENUE ASSOC.

	
C/O
 ACHS MANAGEMENT CORP

 1412 BROADWAY, 3RD FLOOR

 NEW YORK NY 10018


	
160
 N GULPH RD

 KING OF PRUSSIA PA 19406

	
KRAVCO

	
P.O.
 BOX 1528

 KING OF PRUSSIA PA 19406


	
160
 N GULPH RD

 KING OF PRUSSIA PA 19406

	
KRAVCO

	
P.O.
 BOX 1528

 KING OF PRUSSIA PA 19406


	
160
 N GULPH RD

 KING OF PRUSSIA PA 19406

	
KRAVCO

	
P.O.
 BOX 1528

 KING OF PRUSSIA PA 19406


	
160
 N GULPH RD

 KING OF PRUSSIA PA 19406

	
KRAVCO

	
P.O.
 BOX 1528

 KING OF PRUSSIA PA 19406


	
2013
 SOUTH BROAD ST

 PHILADELPHIA PA 19148

	
CHARLES
 KAHN JR. AND RICHARD P. KAHN, TRUSTEES

	
C/O
 KAHN & CO.

 580 VIRGINIA DRIVE

 FORT WASHINGTON PA 19034


	
2013
 SOUTH BROAD ST

 PHILADELPHIA PA 19148

	
CHARLES
 KAHN JR. AND RICHARD P. KAHN, TRUSTEES

	
C/O
 KAHN & CO.

 580 VIRGINIA DRIVE

 FORT WASHINGTON PA 19034


	
34
 WESTCHESTER SQUARE

 BRONX NY 10461

	
BCS
 REALTY LLC

	
EDDIE
 SERURE

 1775 BROADWAY, SUITE# 619

 NEW YORK NY 10019


	
34
 WESTCHESTER SQUARE

 BRONX NY 10461

	
BCS
 REALTY LLC

	
EDDIE
 SERURE

 1775 BROADWAY, SUITE# 619

 NEW YORK NY 10019


	
11139-41
 MICHIGAN AVE

 CHICAGO IL 99999

	
JEWISH
 FEDERATION OF METROPOLITAN

	
CHICAGO

 30 SOUTH WELLS STREET, 3RD FLOOR

 CHICAGO IL 60606-5056


	
57
 E CITY AV

 BALA CYNWYD PA 19004

	
TRUST

	
ATTN:
 LEGAL DEPARTMENT

 1626 EAST JEFFERSON STREET

 ROCKVILLE MD 20852-4041


	
57
 E CITY AV

 BALA CYNWYD PA 19004

	
TRUST

	
ATTN:
 LEGAL DEPARTMENT

 1626 EAST JEFFERSON STREET

 ROCKVILLE MD 20852-4041


	
101
 E OLNEY AV

 PHILADELPHIA PA 19120

	
 

	
7
 PENN PLAZA, SUITE 618

 NEW YORK NY 10001


	
101
 E OLNEY AV

 PHILADELPHIA PA 19120

	
 

	
7
 PENN PLAZA, SUITE 618

 NEW YORK NY 10001


	
1484
 UNIVERSITY AVE W

 ST. PAUL MN 55104

	
PARTNERSHIP

	
LOGANSPORT
 MALL OFFICE

 U.S. 24 EAST

 LOGANSPORT IN 46947


	
1484
 UNIVERSITY AVE W

 ST. PAUL MN 55104

	
PARTNERSHIP

	
LOGANSPORT
 MALL OFFICE

 U.S. 24 EAST

 LOGANSPORT IN 46947


	
LENOLA
 RD & RT.38

 MOORESTOWN NJ 08057

	
MOORESTOWN
 MALL LLC

	
PREIT
 SERVICES, LLC

 201 SOUTH BROAD STREET

 THE BELLEVUE, THIRD FLOOR

 PHILADELPHIA PA 19103


	
LENOLA
 RD & RT.38

 MOORESTOWN NJ 08057

	
MOORESTOWN
 MALL LLC

	
PREIT
 SERVICES, LLC

 202 SOUTH BROAD STREET

 THE BELLEVUE, THIRD FLOOR

 PHILADELPHIA PA 19104











	
 

	
 

	
 


	
2615
 N ATLANTIC AV

 DAYTONA BEACH FL 32018

	
PMAT
 BELLAIR LLC

	
4141
 VETERANS BLVD, SUITE 300

 METAIRIE LA 70002


	
2615
 N ATLANTIC AV

 DAYTONA BEACH FL 32018

	
PMAT
 BELLAIR LLC

	
4141
 VETERANS BLVD, SUITE 300

 METAIRIE LA 70002


	
7795
 W FLAGLER STREET, SUITE 71-A

 MIAMI FL 33144

	
SC
 MOTA ASSOCIATES LP 

	
C/O
 STERLING RETAIL SERVICES, INC.

 340 ROYAL POINCIANA WAY, SUITE 316

 PALM BEACH FL 33480 


	
7795
 W FLAGLER STREET, SUITE 71-A

 MIAMI FL 33144

	
SC
 MOTA ASSOCIATES LP 

	
C/O
 STERLING RETAIL SERVICES, INC.

 340 ROYAL POINCIANA WAY, SUITE 316

 PALM BEACH FL 33480 



	
7795
 W FLAGLER STREET, SUITE 71-A

 MIAMI FL 33144

	
SC
 MOTA ASSOCIATES LP 

	
C/O
 STERLING RETAIL SERVICES, INC.

 340 ROYAL POINCIANA WAY, SUITE 316

 PALM BEACH FL 33480 



	
7795
 W FLAGLER STREET, SUITE 71-A

 MIAMI FL 33144

	
SC
 MOTA ASSOCIATES LP 

	
C/O
 STERLING RETAIL SERVICES, INC.

 340 ROYAL POINCIANA WAY, SUITE 316

 PALM BEACH FL 33480 



	
727
 N PARK CENTER

 DALLAS TX 75225

	
NORTHPARK
 CENTER, LTD

	
8081
 NORTH CENTRAL EXPRESSWAY, 

 SUITE 1101

 DALLAS TX 75206-1808


	
727
 N PARK CENTER

 DALLAS TX 75225

	
NORTHPARK
 CENTER, LTD

	
8082
 NORTH CENTRAL EXPRESSWAY

 SUITE 1102

 DALLAS TX 75206-1809


	
727
 N PARK CENTER

 DALLAS TX 75225

	
NORTHPARK
 CENTER, LTD

	
8080
 NORTH CENTRAL EXPRESSWAY

 SUITE 1100

 DALLAS TX 75206-1807


	
727
 N PARK CENTER

 DALLAS TX 75225

	
NORTHPARK
 CENTER, LTD

	
8080
 NORTH CENTRAL EXPRESSWAY

 SUITE 1100

 DALLAS TX 75206-1807


	
1075
 N BRIDGE ST

 CHILLICOTHE OH 45601

	
WEST
 PENN REALTY COMPANY

	
C/O
 J.J. GUMBERG CO.

 1051 BRINTON ROAD

 PITTSBURGH PA 15221


	
1075
 N BRIDGE ST

 CHILLICOTHE OH 45601

	
WEST
 PENN REALTY COMPANY

	
C/O
 J.J. GUMBERG CO.

 1051 BRINTON ROAD

 PITTSBURGH PA 15221


	
7601
 S CICERO AVE

 CHICAGO IL 60652

	
EGI
 PROPERTIES, LLC

	
TWO
 NORTH RIVERSIDE PLAZA, SUITE 600

 CHICAGO IL 60606-2689


	
7601
 S CICERO AVE

 CHICAGO IL 60652

	
EGI
 PROPERTIES, LLC

	
TWO
 NORTH RIVERSIDE PLAZA, SUITE 600

 CHICAGO IL 60606-2689


	
7101
 DEMOCRACY BLVD

 SPACE 80

 BETHESDA MD 20817

	
MONTGOMERY
 MALL LLC

	
11601
 WILSHIRE BLVD.

 12TH FLOOR

 ATTN: LEGAL DEPT

 LOS ANGELES CA 90025


	
805
 YUBA DR

 MOUNTAIN VIEW CA 94041

	
JOYCE
 HAMEETMAN

	
C/O
 CAL-AMERICAN CORPORATION

 1925 CENTURY PARK EAST, SUITE 2100

 LOS ANGELES CA 90067


	
1080
 EASTDALE MALL

 SPACE D-11

 MONTGOMERY AL 36117

	
EASTDALE
 MALL, LLC

	
C/O
 ARONOV REALTY MGMT, INC.

 P.O. BOX 235000

 MONTGOMERY AL

 36123-5000


	
7000
 ARUNDEL MILLS CIRCLE

 SPACE 415

 HANOVER MD 21076

	
ARUNDEL
 MILLS L.P.

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438











	
 

	
 

	
 


	
3245
 BEL AIR MALL

 MOBILE AL 36606

	
MARELDA
 BEL AIR MALL LLC

	
GREGORY
 GREENFIELD & ASSOCIATES, LTD.

 124 JOHNSON FERRY RD. NE

 ASSET MANAGER

 ATLANTA GA 30328


	
525
 F.D. ROOSEVELT

 SPACE 30A

 SAN JUAN PR 00918

	
PLAZA
 LAS AMERICAS, INC.

	
P.O.
 BOX 363268

 SAN JUAN PR 00936-3268


	
1300
 W I-40 FRONTAGE RD, SUITE 214A

 GALLUP NM 873013326

	
RIO
 WEST LLC

	
GENERAL
 GROWTH PROPERTIES INC

 ATT:LAW/LEASE ADMINISTRATION

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1300
 W I-40 FRONTAGE RD, SUITE 214A

 GALLUP NM 87301-3326

	
RIO
 WEST LLC

	
GENERAL
 GROWTH PROPERTIES INC

 ATT:LAW/LEASE ADMINISTRATION

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1251
 US 31 NORTH

 SPACE C01C 

 GREENWOOD IN 46142

	
SIMON
 PROPERTY GROUP LP

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
200
 WEST HANLEY AVE

 SUITE B217

 COEUR D’ALENE ID 83814

	
PRICE
 DEVELOPMENT COMPANY L.P.

	
35
 CENTURY PARKWAY

 SALT LAKE CITY UT 84115


	
601
 SE WYOMING BLVD

 SPACE 313

 CASPER WY 82609

	
EASTRIDGE
 MALL

	
PDC-EASTRIDGE
 MALL L.L.C

 ATTN: LAW/LEASE ADMINISTRATION

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
3241
 BEL AIR MALL

 MOBILE

 AL

 36606

	
MARELDA
 BEL AIR MALL LLC

	
GREGORY
 GREENFIELD & ASSOCIATES, LTD.

 124 JOHNSON FERRY RD. NE

 ASSET MANAGER

 ATLANTA GA 30328


	
4800
 BRIARCLIFF RD NE, SUITE 1018

 ATLANTA GA 30345

	
NORTHLAKE
 MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 115 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
50
 UPPER ALABAMA STREET

 ATLANTA GA 30303

	
CV
 UNDERGROUND, LLC

	
50
 UPPER ALABAMA STREET, SUITE 007

 ATLANTA GA 30303


	
2929
 TURNER HILL ROAD

 SPACE 1681

 LITHONIA GA 30038-7101 

	
STONECREST
 MALL SPE, LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE – SUITE 1360

 CLEVELAND OH 44113-2267


	
2929
 TURNER HILL ROAD

 SPACE 1681

 LITHONIA GA 30038-7101

	
THE
 MALL AT STONECREST, LLC

	
FOREST
 CITY COMMERCIAL MANAGEMENT INC.

 2929 TURNER HILL ROAD

 LITHONIA GA 30038


	
11160
 VIERS MILL ROAD

 SPACE 104 

 WHEATON MD 20902

	
WHEATON
 PLAZA REGIONAL SHOPPING CENTER LLP

	
ATTN:
 LEGAL DEPARTMENT

 11601 WILSHIRE BLVD, 11TH FLOOR

 LOS ANGELES CA 90025


	
849
 RALPH DAVID ABERNTHY

 BLVD SW

 ATLANTA GA 30310

	
HT
 WEST END, LLC

	
THE
 SHOPPING CENTER GROUP LLC

 2021 MONROE DRIVE, NE

 ATLANTA GA 30324


	
197
 WESTBANK EXP, SUITE 1112

 GRETNA LA 70053

	
OAKWOOD
 CENTER

	
OAKWOOD
 SHOPPING CENTER LP

 ATTN: LAW/LEASE DEPT.

 110 N WACKER DRIVE

 CHICAGO IL 60606


	
1673
 E BROAD ST

 SPACE 3 4 5

 STATESVILLE NC 2862-4303

	
C
 & J ASSOCIATES

	
P.O.
 BOX 366

 STATESVILLE NC 28677











	
 

	
 

	
 


	
3320
 SILAS CREEK PARKWAY

 SPACE 1100

 WINSTON SALEM NC 27103

	
JG
 WINSTON-SALEM, LLC

	
CBL
 & ASSOCIATES PROPERTIES, INC

 CBL CENTER

 2030 HAMILTON PLACE BLVD., SUITE 500

 CHATTANOOGA TN 37421-6000


	
3393
 DONNELL LANE

 SPACE D-04

 FORESTVILLE MD 20747

	
THE
 CENTRE AT FORESTVILLE LLC

	
1919
 WEST STREET, SUITE 100

 ANNAPOLIS MD 21401


	
3401
 NICHOLASVILLE ROAD

 SUITE G724

 LEXINGTON KY 40503

	
LEXINGTON
 JOINT VENTURE

	
C/O
 CBL & ASSOCIATES MGMT. INC

 2030 HAMILTON PLACE BOULEVARD, SUITE 500

 CHATTANOOGA TN 37421-6000


	
3452
 BEL AIR MALL

 MOBILE AL 36606

	
MARELDA
 BEL AIR MALL LLC

	
GREGORY
 GREENFIELD & ASSOCIATES, LTD.

 124 JOHNSON FERRY RD. NE

 ASSET MANAGER

 ATLANTA GA 30328


	
555
 ALMEDA MALL

 HOUSTON TX 77075

	
ALMEDA
 MALL, LP

	
ATTN:
 WILL DEANE

 1177 WEST LOOP SOUTH, SUITE 1670

 HOUSTON TX 77027


	
701
 RUSSELL AVE

 GAITHERSBURG MD 20877

	
LAKEFOREST
 ASSOCIATES, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
7875
 MONTGOMERY RD, SUITE U30

 CINCINNATI OH 45236

	
KENWOOD
 MALL LLC.

	
C/O
 KENWOOD TOWNE CENTRE

 7875 MONTGOMERY ROAD

 ATTN: GENERAL MANAGER

 CINCINNATI OH 45236


	
11700
 PRINCETON ROAD

 CINCINNATI OH 45246

	
TRI
 COUNTY MALL, LLC

	
C/O
 DEVELOPERS DIVERSIFIED REALTY CORPORATION

 ATTN: DIRECTOR OF MALL MANAGEMENT

 3300 ENTERPRISE PARKWAY

 BEACHWOOD OH 44122


	
6056
 GLENWAY AVENUE

 CINCINNATI OH 45211

	
CENTRO
 NP RESIDUAL POOL 1 SPE, LLC

	
CO
 CENTRO PROPERTIES GROUP

 420 LEXINGTON AVENUE, 7TH FLOOR

 NY, NY 10170


	
11401
 PINES BLVD

 SPACE 884

 PEMBROKE PINES FL 330264133

	
PEMBROKE
 LAKES MALL LTD

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 ATTN: KATHY FABRE

 CHICAGO IL 60606


	
7201-DL444
 TWO NOTCH RD

 COLUMBIA SC 29223

	
CBL/COLUMBIA
 PLACE, LLC

	
C/O
 CBL & ASSOCIATES MGMT. INC

 SUITE 500 – CBL CENTER

 2030 HAMILTON PL. BOULEVARD

 CHATTANOOGA TN 37421


	
555
 NORTHWEST MALL

 HOUSTON TX 77092-8551

	
NW-JCP,
 LTD.

	
ATTENTION:
 HERBERT L. LEVINE

 9660 OLD KATY FREEWAY

 HOUSTON TX 77055


	
5000
 SHELBYVILLE RD

 SPACE 1620

 LOUISVILLE KY 40207

	
MSM
 PROPERTY LLC

	
110
 NORTH WACKER DRIVE

 ATT: LAW/LEASING ADMINISTRATION DEPARTMENT 

 CHICAGO IL 60606


	
205
 W BLACKSTOCK RD

 SPACE 130

 SPARTANBURG SC 29301-1391

	
WESTGATE
 MALL II, LLC

	
C/O
 CBL &ASSOCIATES MANAGEMENT

 INC / 205 WEST BLACKSTOCK

 SUITE 1/ ATTN: LESLIE SMITH

 SPARTANBURG SC 29301


	
10300
 LITTLE PATUXENT PKY

 SPACE 2660

 COLUMBIA MD 21044

	
THE
 MALL IN COLUMBIA

	
C/O
 THE MALL IN COLUMBIA BUSINESS TRUST

 ATTN: LAW/LEASE ADMINISTRATION DEPT.

 110 N. WACKER DRIVE

 CHICAGO IL 60606











	
 

	
 

	
 


	
1740
 ANNAPOLIS MALL

 ANNAPOLIS MD 21401

	
ANNAPOLIS
 MALL LIMITED

	
PARTNERSHIP

 11601 WILSHIRE BOULEVARD,

 12TH FL.;ATTN:LEGAL DEPARTMENT

 LOS ANGELES CA 90025


	
1350
 TRAVIS BLVD

 FAIRFIELD CA 94533

	
SOLANO
 MALL LP

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD., 11TH FLR

 ATTN: LEGAL DEPT.

 LOS ANGELES CA 90025


	
3919
 LAFAYETTE ROAD, SUITE 268

 INDIANAPOLIS IN 46254

	
CINEMA
 VETERANS, LLC

	
C/O
 ASHKENAZY ACQUISITION CORPORATION

 433 5TH AVE, 2ND FL

 NEW YORK NY 10016





FL RETAIL OPERATIONS LLC


	
 

	
 

	
 


	
STREET
 ADDRESS OF LEASED PROPERTY

	
LESSOR

	
LESSOR’S
 CONTACT INFORMATION


	
1445
 WEST SOUTHERN AVE, SUITE 1244

 MESA AZ 85202-4883

	
MACERICH
 FIESTA MALL, LLC

	
1445
 WEST SOUTHERN AVENUE

 SUITE 2104

 ATTN: SHEILA HUNTER

 PHOENIX AZ 85202


	
3601
 S 2700 WEST

 SPACE B-116

 WEST VALLEY CITY UT 84119

	
COVENTRY
 III/SATTERFIELD HELM VALLEY FAIR, LLC

	
SATTERFIELD
 HELM MANAGEMENT, INC

 ATTN: GREG HELM AND SCOTT SATTERFIELD

 3601 SOUTH 2700 WEST, SUITE G 128

 WEST VALLEY CITY UT 84119


	
823
 SHANNON MALL

 UNION CITY GA 30291-2031

	
SHANNON
 MALL INVESTMENTS, LLC

	
4475
 RIVER GREEN PARKWAY, SUITE 100

 DULUTH GA 30096


	
2922
 WATSON BLVD

 SPACE 325

 CENTERVILLE GA 31028-1294

	
GEMINI
 CENTERVILLE GALLERIA H, LLC

	
300
 MARKET STREET

 JOHNSTOWN PA 15901-0000


	
1329
 NE 163RD STREET

 SPACE 1416

 NORTH MIAMI BEACH FL 33162

	
ERT
 163RD ST. MALL, LLC

	
C/O
 CENTRO PROPERTIES GROUP

 420 LEXINGTON AVENUE, 7TH FLOOR

 NEW YORK NY 10170


	
14200
 E ALAMEDA AVE

 SPACE 1034

 AURORA CO 80012 

	
THE
 RETAIL PROPERTY TRUST

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
2431
 SOUTHLAKE MALL

 MORROW GA 30260-2334

	
SOUTHLAKE
 MALL, L.L.C.

	
C/O
 GENERAL GROWHT PROP., INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
226
 SOUTHPARK CIRCLE

 COLONIAL HEIGHTS VA 23834-2964

	
SOUTHPARK
 MALL, LLC

	
C/O
 CBL & ASSOCIATES

 PROPERTIES, INC./2030 HAMILTON

 PLACE BLVD. SUITE 500

 CHATTANOGGA TN 37421


	
2901
 PINES MALL DRIVE

 SPACE 316

 PINE BLUFF AR 71601

	
PINES
 MALL

	
C/O
 PINES MALL PARTNERS

 110 NORTH WACHER DRIVE

 CHICAGO IL 60606


	
8000
 W BROWARD BLVD

 SPACE 216

 PLANTATION FL 33388-0009

	
BROWARD
 MALL LLC

	
C/O
 WESTFIELD, LLC

 11601 WILSHIRE BLVD

 11TH FLOOR ATTN: CORPORATE COUNSEL

 LOS ANGELES CA 90025


	
98-1005
 MOANALUA ROAD, SUITE 505

 AIEA HI 96701

	
WATERCRESS
 ASSOCIATES, LP, LLLP

	
C/O
 MMI REALTY SERVICES, INC.

 2 NORTH LAKE AVENUE, #450

 PASADENA CA 91101-1858


	
100
 MAIN STREET

 WHITE PLAINS NY 10601

	
WHITE
 PLAINS GALLERIA LP

	
225
 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438











	
 

	
 

	
 


	
880
 NORTH MILITARY HWY

 NORFOLK VA 23502

	
THOR
 GALLERY AT MILITARY CIRCLE, LLC

	
THOR
 EQUITIES, LLC

 ATTN: LINO SOLIS

 25 WEST 39TH STREET 11TH FLOOR

 NEW YORK NY 10018


	
1538
 RIO ROAD EAST

 CHARLOTTESVILLE VA 22901-1404

	
SHOPPING
 CENTER ASSOCIATES

	
M.S.
 MANAGEMENT ASSOCIATES, INC

 NATIONAL CITY CENTER

 115 W. WASHINGTON

 INDIANAPOLIS IN 46204


	
1600
 S AZUSA AVE

 UNIT 237 FLOOR 2

 CITY OF INDUSTRY CA 91748-1694

	
PUENTE
 HILLS MALL, LLC

	
ATTN:
 GENERAL COUNSEL

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
9674
 CAROUSEL CENTER

 SYRACUSE NY 13290

	
CAROUSEL
 CENTER COMPANY, L.P.

	
C/O
 THE PYRAMID COMPANIES

 THE CLINTON EXCHANGE

 4 CLINTON SQUARE

 SYRACUSE NY 13202


	
2272
 BARTOW AVE

 BRONX NY 10475

	
BAY
 PLAZA COMMUNITY CENTER LLC

	
PRESTIGE
 PROPERTIES & DVLMT CO

 546 FIFTH AVENUE 15TH FLLOR

 NEW YORK NY 10036


	
967
 LLOYD CENTER

 PORTLAND OR 97232-1265

	
LC
 PORTLAND, LLC

	
C/O
 GLIMCHER PROPERTIES LIMITED PARTNERSHIP

 ATTN: SENIOR VP/ CFO

 180 EAST BROAD STREET, 21ST FLOOR

 COLUMBUS OH 43215


	
2021
 GALLERIA AT TYLER

 SPACE DU4

 RIVERSIDE CA 92503

	
GALLERIA
 AT TYLER

	
TYLER
 MALL LIMITED PARTNERSHIP

 ATTN: LAW/LEASE ADMIN DEPT

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
700
 S TELESHOR BLVD

 SPACE 1258

 LAS CRUCES NM 88011

	
MESILLA
 VALLEY MALL, LLC

	
124
 JOHNSON FERRY ROAD

 ATTN: ASSET MANAGER

 ATLANTA GA 30328


	
4250
 CERRILLOS ROAD

 PO BOX 29596

 SANTA FE NM 87507

	
B&B
 SANTA FE MALL, LLC

	
GREGORY
 GREENFIELD & ASSOC.

 124 JOHNSON FERRY ROAD NE

 ATTN: ASSET MANAGER-SANTA FE PLACE

 ATLANTA GA 30328


	
5403
 W 88TH AVE

 SPACE 44

 WESTMINSTER CO 80031

	
WESTMINSTER
 MALL COMPANY

	
C/O
 M.D. MANAGMENT, INC.

 5201 JOHNSON DRIVE, SUITE 411

 ATTN: LAW DEPARTMENT

 MISSION KS 66205


	
4601
 EAST MAIN STREET

 SPACE 240

 FARMINGTON NM 87402

	
PRICE-ASG
 L.L.C.

	
C/O
 GENERAL GROWTH PROPERTIES, INC.

 110 NORTH WACKER DRIVE

 ATTN: DIANE DEAN

 CHICAGO IL 60606


	
34TH
 & 7TH AVENUE

 NEW YORK NY 10001

	
ONE
 PENN PLAZA, LLC

	
C/O
 VORNADO OFFICE

 MANAGEMENT LLC

 888 SEVENTH AVENUE

 NEW YORK NY 10019


	
1057
 BROAD STREET

 SPACE 40

 SUMTER SC 29150

	
SUMTER
 MALL, LLC

	
HULL
 STOREY RETAIL GROUP LLC

 1190 INTERSTATE PARKWAY

 AUGUSTA GA 30909


	
1447
 METROPOLITAN AVE

 BRONX NY 10462

	
PARKCHESTER
 PRESERVATION

	
COMPANY,
 L.P.

 654 MADISON AVENUE

 NEW YORK NY 10021











	
 

	
 

	
 


	
464
 FULTON STREET

 BROOKLYN NY 11201-5214

	
462
 FULTON, LLC

	
C/O
 WHARTON PROPERTIES

 500 FIFTH AVENUE, 54TH FLOOR

 NEW YORK NY 10110


	
1300
 W I-40 FRONTAGE RD, SUITE 152

 GALLUP NM 87301-3317

	
RIO
 WEST LLC

	
GENERAL
 GROWTH PROPERTIES INC

 ATT:LAW/LEASE ADMINISTRATION

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
1675
 WEST LACEY BLVD

 SPACE C6

 HANFORD CA 93230

	
PASSCO
 DIVERSIFIED II HM, LLC

	
C/O
 PASSCO REAL ESTATE

 ENTERPRISES, INC.

 96 CORPORATE PARK, SUITE 200

 IRVINE CA 92606





FL SPECIALTY OPERATIONS LLC


	
 

	
 

	
 


	
STREET
 ADDRESS OF LEASED PROPERTY

	
LESSOR

	
LESSOR’S
 CONTACT INFORMATION


	
3661
 EISENHOWER PKWY

 MACON GA 31206

	
MACON
 MALL LLC

	
C/O
 JONES LANG LASALLE AMERICAS, INC

 3344 PEACHTREE ROAD NE, STE 1200

 ATTN: PRESIDENT & CEO, RETAIL

 ATLANTA GA 30326


	
368
 SOUTHLAND MALL

 HAYWARD CA 94545-2132

	
SOUTHLAND
 MALL, L.P.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 N. WACKER DRIVE

 ATTN: GENERAL COUNSEL

 CHICAGO IL 60606


	
2601
 DAWSON ROAD

 SPACE D-13 & 14

 ALBANY GA 31707

	
ALBANY
 MALL LLC

	
C/O
 ARNOV REALTY MGMT, INC.

 3500 EASTERN BOULEVARD

 MONTGOMERY AL 36116-1781


	
2195
 S MOONEY BLVD

 VISALIA CA 93277

	
VISALIA
 MALL 

	
C/O
 VISALIA MALL, L.P.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
275
 W WISCONSIN AVE

 MILWAUKEE WI 53203

	
GRAND
 AVENUE CITY MALL LLC

	
ASHKENAZY
 ACQUSITION CORP

 433 FIFTH AVENUE, SUITE 200

 NEW YORK NY 10016


	
140
 INLAND CENTER

 SAN BERNARDINO CA 92408

	
WM
 INLAND INVESTORS IV, LLC

	
ATTN:
 CENTER MANAGER

 500 INLAND CENTER DRIVE

 SAN BERNARDINO CA 92408


	
470
 STONEWOOD STREET

 DOWNEY CA 90241

	
MACERICH
 STONEWOOD, LLC

	
MANAGEMENT
 OFFICE

 251 STONEWOOD STREET

 DOWNEY CA 90241


	
3450
 WRIGHTSBORO RD, SUITE 1310

 AUGUSTA GA 30909-0562

	
AUGUSTA
 MALL PARTNERSHIP

	
GENERAL
 GROWTH PROPERTIES, INC.

 10275 LITTLE PATUXENT PKWY

 ATTN: LAW/LEASING AND OPERATIONS

 COLUMBIA MD 21044-3456


	
10202
 E WASHINGTON ST

 SPACE 672

 INDIANAPOLIS IN 46229

	
WASHINGTON
 SQUARE MALL, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 WEST WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
3540
 VILLAGE COURT

 GARY IN 46408-1428

	
GATEWAY
 ARTHUR, INC.

	
C/O
 EMMES ASSET MANAGEMENT CO., LLC

 420 LEXINGTON AVENUE,SUITE 900

 NEW YORK NY 10170


	
675
 N FAIR OAKS AVE

 PASADENA CA

 91103

	
PASADENA
 COMMERCIAL DEVELOPMENT COMPANY, LLC

	
CHARLES
 DUNN REAL ESTATE SERICES, INC

 6180 LAUREL CANYON BLVD., SUITE 220

 NORTH HOLLYWOOD CA 91606


	
555
 BROADWAY

 SPACE 1088 

 CHULA VISTA CA 91910

	
CHULA
 VISTA CENTER, LLC 

	
C/O
 GENERAL GROWTH PROP, INC.

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606











	
 

	
 

	
 


	
332
 LAKEWOOD CENTER

 LAKEWOOD CA 90712

	
MACERICH
 LAKEWOOD LLC

	
C/O
 THE MACERICH COMPANY

 401 WILSHIRE BLVD, SUITE 700

 PO BOX 2172

 SANTA MONICA CA 90407


	
222
 FOX HILLS MALL

 CULVER CITY CA 90230

	
FOX
 HILLS MALL L.P.

	
C/O
 WESTFIELD, LLC

 ATTN: LEGAL DEPT.

 11601 WILSHIRE BLVD., 11TH FLOOR

 LOS ANGELES CA 90025


	
1824
 MONTEBELLO TWN CT DR

 MONTEBELLO CA 90640

	
MONTEBELLO
 TOWN CENTER INVESTORS LLC

	
C/O
 UBS REALTY INVESTORS LLC

 2134 TOWN CENTER DR

 MONTEBELLO CA 90640


	
2200
 EASTRIDGE LOOP

 SPACE 2052

 SAN JOSE CA 95122

	
EASTRIDGE
 SHOPPING CENTER, LLC

	
EASTRIDGE
 MALL

 110 N. WACKER DRIVE

 CHICAGO IL 60606


	
21880
 HAWTHORNE BLVD

 SPACE 365

 TORRANCE CA 90503

	
DEL
 AMO FASHION CENTER OPERATING COMPANY, LLC

	
C/O
 MILLS SERVICES CORP.

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
20700
 AVALON BLVD, SUITE 620

 CARSON CA 90746

	
HREG
 GENESIS CARSON, LLC

	
C/O
 CORELAND COMPANIES

 20700 AVALON BLVD., SUITE 120

 CARSON CA 90746-3704


	
2242
 HILLTOP MALL ROAD

 RICHMOND CA 94806

	
RICHMOND
 ASSOCIATES LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
2841
 GREENBRIAR PKY SW

 SPACE 470

 ATLANTA GA 30331

	
GREENBRIAR
 MALL (2006) LP

	
GREENBRIAR
 MALL

 2841 GREENBRIAR PARKWAY, SW

 ATTN: PROPERTY MANAGER

 ATLANTA GA 30331


	
3737
 BRANCH AVE

 SPACE 24

 HILLCREST HEIGHTS MD 20748

	
IVERSON
 MALL LIMITED PARTNERSH IP

	
3737
 BRACH AVENUE, STE 203

 HILLCREST HEIGHTS MD 20748


	
6901
 SECURITY BLVD

 SPACE 343

 BALTIMORE MD 21244

	
SECURITY
 SQUARE ASSOCIATES

	
545
 WISCONSIN AVENUE, SUITE 1265

 CHEVY CHASE MD 20815


	
8661
 COLESVILLE ROAD

 SILVER SPRING MD 20910

	
CITY
 PLACE LIMITED PARTNERSHIP

	
PETRIE
 ROSS VENTURES

 1919 WEST STREET, SUITE # 100

 ANNAPOLIS MD 21401


	
803B
 RALPH DAVID ABERNTHY

 BLVD SW

 ATLANTA GA 30310

	
HT
 WEST END, LLC

	
THE
 SHOPPING CENTER GROUP LLC

 2021 MONROE DRIVE, NE

 ATLANTA GA 30324


	
2801
 CANDLER ROAD, SUITE 52

 DECATUR GA 30034

	
THOR
 GALLERY AT SOUTH DEKALB, LLC

	
C/O
 THOR EQUITIES, LLC

 25 WEST 39TH STREET 11TH FLOOR

 NEW YORK NY 10018


	
102
 EAST BROADWAY

 BLOOMINGTON MN 55425

	
MOAC
 MALL HOLDINGS LLC

	
60
 EAST BROADWAY

 BLOOMINGTON MN 55425-5550


	
2929
 TURNER HILL ROAD

 SPACE 2620

 LITHONIA GA 30038-2555

	
STONECREST
 MALL SPE, LLC

	
TERMINAL
 TOWER

 50 PUBLIC SQUARE – SUITE 1360

 CLEVELAND OH 44113-2267


	
2929
 TURNER HILL ROAD

 SPACE 2620

 LITHONIA GA 30038-2555

	
THE
 MALL AT STONECREST, LLC

	
FOREST
 CITY COMMERCIAL MANAGEMENT INC.

 2929 TURNER HILL ROAD

 LITHONIA GA 30038


	
1815
 COLUMBIA ROAD NW

 WASHINGTON DC 20009-2005

	
BERNICE
 J. DRAZIN

	
6403
 KIRBY ROAD

 BETHESDA MD 20817











	
 

	
 

	
 


	
7804
 ABERCORN STREET

 PO BOX 28, SPACE 208

 SAVANNAH GA 31406

	
GGP
 IVANHOE II, INC.

	
C/O
 GENERAL GROWTH PROPERTIES

 110 NORTH WACKER DRIVE

 CHICAGO IL 60606


	
2100
 PLEASANT HILL RD

 SPACE 145

 DULUTH GA 30096

	
MALL
 AT GWINNETT PLACE, LLC

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204-3438


	
801
 N CONGRESS AVE

 SPACE 865

 BOYNTON BEACH FL 33426

	
BOYNTON
 JCP ASSOCIATES LTD

	
C/O
 SIMON PROPERTY GROUP

 225 W. WASHINGTON STREET

 INDIANAPOLIS IN 46204


	
1380
 W EMPIRE MALL

 SPACE 316

 SIOUX FALLS SD 57106-6517

	
SM
 Empire Mall LLC

	
Attn:
 Center Manager, The Empire Mall    

 4001 West 41st Street

 Sioux Falls SD 57106


	
3902
 13TH AVE SW

 SPACE 509

 FARGO ND 58103 

	
WEST
 ACRES DEVELOPMENT, LLP

	
3902
 13TH AVENUE SOUTH, SUITE 3717 

 FARGO ND 58103-3357


	
3239
 BEL AIR MALL

 MOBILE AL 36606

	
MARELDA
 BEL AIR MALL LLC   

	
GREGORY
 GREENFIELD & ASSOCIATES, LTD. ASSET MANAGER 

 124 JOHNSON FERRY RD. NE

 ATLANTA GA 30328  


	
4250
 CERRILLOS ROAD

 PO BOX 29615

 SANTA FE NM 87507

	
B&B
 SANTA FE MALL, LLC

	
GREGORY
 GREENFIELD & ASSOC.

 ATTN: ASSET MANAGER 

 124 JOHNSON FERRY ROAD NE

 SANTA FE PLACE    

 ATLANTA GA 30328


	
931
 BOSTON DRIVE

 SPACE D2 

 BURLINGTON NC 27215

	
ALAMANCE
 CROSSING, LLC

	
CBL
 & ASSOCIATES PROPERTIES, INC.

 800 SOUTH STREET

 WALTHAM MA 02453


	
720
 DEL MONTE CENTER

 MONTEREY CA 93940

	
DEL
 MONTE CENTER HOLDINGS, LP

	
C/O
 AMERICAN ASSETS, INC.

 11455 EL CAMINO REAL

 SUITE 200

 SAN DIEGO CA 92130


	
700
 S TELESHOR BLVD

 SPACE 1514 

 LAS CRUCES NM 88011

	
MESILLA
 VALLEY MALL, LLC   

	
124
 JOHNSON FERRY ROAD

 ATTN: ASSET MANAGER

 ATLANTA GA 30328








	
 

	
 


	
ROBBY’S SPORTING GOODS, INC.

	
NONE


	
TEAM EDITION APPAREL, INC.


	
FOOT LOCKER CORPORATE SERVICES,
 INC.


	
FOOT LOCKER HOLDINGS, INC.


	
FOOT LOCKER SOURCING, INC.


	
FL EUROPE HOLDINGS, INC.


	
FOOT LOCKER OPERATIONS, LLC


	
FL CANADA HOLDINGS, INC.


	
FOOT LOCKER ASIA, INC.


	
FL CORPORATE NY, LLC


	
FL RETAIL NY, LLC


	
FL SPECIALTY NY, LLC


	
FOOT LOCKER CARD SERVICES LLC














SCHEDULE 5.09 


Schedule 5.09


Environmental Matters


NONE


 







SCHEDULE 5.10




 


 


*** CONFIDENTIAL TREATMENT REQUESTED BY FOOT LOCKER, INC. PURSUANT TO THE FREEDOM OF INFORMATION ACT


 


Schedule 5.10


 


Insurance


 


FOOT LOCKER, INC.



	
            INSURER
	
            POLICY NUMBER
	
            EXPIRATION DATE
	
            PREMIUM AMOUNT

	
            Directors and Officers Liability

	
            ACE American Insurance Company

 
	
            ***
	
            10/12/2009
	
            $415,000 

	
            Zurich American Insurance Company
	
            ***
	
            10/12/2009
	
            $265,000 

	
            St. Paul Mercury Insurance Company (Travelers)

 
	
            ***
	
            10/12/2009
	
            $198,750 

	
            RLI Insurance Company

 
	
            ***
	
            10/12/2009
	
            $149,000 

	
            Federal Insurance Company (Chubb)

 
	
            ***
	
            10/12/2009
	
            $74,500 

	
            Axis Insurance Company

 
	
            ***
	
            10/12/2009
	
            $73,000 

	
            Navigators Insurance Company

 
	
            ***
	
            10/12/2009
	
            $71,500 

	
            XL Bermuda Ltd.

 
	
            ***
	
            10/12/2009
	
            $157,500 

	
            Valiant Insurance Company

 
	
            ***
	
            10/12/2009
	
            $65,000 

	
            Fiduciary Liability Insurance

	
            Arch Insurance Company

 
	
            ***
	
            10/12/2009
	
            $160,000 

	
            St. Paul Mercury Insurance Company (Travelers)

 
	
            ***
	
            10/12/2009
	
            $133,142 

	
            Continental Casualty Company (CNA)

 
	
            ***
	
            10/12/2009
	
            $85,910 

	
            RLI Insurance Company

 
	
            ***
	
            10/12/2009
	
            $75,000 

	
            Crime

	
            St. Paul Travelers
	
            ***
	
            8/1/2009
	
            $52,000 

	
            Ocean Cargo

	
            XL Speciality
	
            ***
	
            12/01/2009
	
            $20,500 Deposit

	
            Special Cover

	
            Liberty Ins. Und.
	
            ***
	
            2/07/2011
	
            $20,000 




 


 


 









SCHEDULE 5.10


 


 


*** CONFIDENTIAL TREATMENT REQUESTED BY FOOT LOCKER, INC. PURSUANT TO THE FREEDOM OF INFORMATION ACT


 



	
             

 

 

 

 

 

Casualty

	
            Workers Compensation
	
            American Casualty Company (CNA)

Policy No.: ***

(California)

 

Policy No.: ***

(All Other States)

 
	
            5/1/2009
	
            $57,722

 

 

 

 

$483,399

	
            Transportation Insurance Co. (CNA)

Policy no.: ***

(OR, WI)

 
	
            5/1/2009
	
            $21,879 

	
            CNA International

Policy no.: ***

 
	
            5/1/2009
	
            $5,025 

	
            General Liability
	
            Continental Casualty Co. (CNA)

Policy no.: ***

 
	
            5/1/2009
	
            $228,344

	
            Transportation Insurance Co. (CNA)

Policy no.: ***

(Stop Gap-Monopolistic States)

 
	
            5/1/2009
	
            $300 

	
            Continental Casualty Co. (CNA)

Policy no.: ***

(Stop Gap - PR)

 
	
            5/1/2009
	
            $200 

	
            Automobile Liability
	
            Continental Casualty Co. (CNA)

Policy no.: ***

 
	
            5/1/2009
	
            $15,000 

	
            Foreign Liability
	
            Zurich American Insurance Company

Policy no.: ***

(Foreign Voluntary Workers Compensation)

 

Policy no.: ***

(General Liability)

 

Zurich Insurance Company

Policy no.: ***

(Canadian Automobile)

 

Various Zurich Companies

Policy no.: Various (Local General Liability)

 
	
            5/1/2009
	
            $5,237

 

 

 

 

 

 

$5,122

 

 

 

CDN $26,475 

 

 

 

 

$140,950




 


 


 









SCHEDULE 5.10


 


 


*** CONFIDENTIAL TREATMENT REQUESTED BY FOOT LOCKER, INC. PURSUANT TO THE FREEDOM OF INFORMATION ACT


 



	
            Umbrella

 

 

 

 

Excess Liability - Quota Share

 

 

 

 
	
            Zurich American Insurance Co.

Policy No.: ***

 

 

Vigilant Insurance Co. (Chubb)

Policy No.: ***

 

Fireman's Fund Insurance Co.

Policy No.: ***

 

Liberty Insurance Underwriters

Policy No.: ***

 
	
            5/1/2009
	
            $119,000

 

 

 

 

$37,500

 

 

 

$37,500

 

 

$37,500

 

	
            Event Coverage – Primary

 

 

Event Coverage – Umbrella

 

 

Event Coverage - Excess


	
            Great Divide Insurance Co.

Policy No.: ***

 

Policy No.: ***

 

 

AXIS Surplus Ins. Co.

Policy No.: ***
	
            5/1/2009
	
            $12,400

 

 

$5,000

 

 

$30,000

	
            Professional Liability
	
            Houston Casualty Co.

Policy No.: ***

 
	
            9/26/2009
	
            $6,745









SCHEDULE 5.13 


 


 



 


SCHEDULE 5.13


Subsidiaries


	
 

	
 

	
 


	
Name 1

	
 

	
Jurisdiction
 of Incorporation


	


	
 

	



	
Foot Locker, Inc.

	
 

	
New York


	
FLE CV Management, Inc.

	
 

	
Delaware


	
FLE CV GP, LLC

	
 

	
Delaware


	
Foot Locker Europe CV LP, LLC

	
 

	
Delaware


	
FLE C.V. 2

	
 

	
Netherlands


	
FL
 Finance (Europe) Limited

	
 

	
Ireland


	
Foot Locker Retail Ireland Limited

	
 

	
Ireland


	
Foot Locker (Shoes) Ltd.

	
 

	
Ireland


	
FL
 Finance Europe (US) Limited

	
 

	
Ireland


	
FLE
 Holdings BV

	
 

	
Netherlands


	
Foot Locker Greece Athletic Goods Ltd.

	
 

	
Greece


	
Foot Locker Europe B.V.

	
 

	
Netherlands


	
FL
 France Holdings S.A.S.

	
 

	
France


	
Foot
 Locker France S.A.S.

	
 

	
France


	
Foot
 Locker Austria GmbH

	
 

	
Austria


	
Foot
 Locker Belgium B.V.B.A.

	
 

	
Belgium


	
Foot
 Locker Czech Republic s.r.o.

	
 

	
Czech Republic


	
Foot
 Locker Denmark ApS

	
 

	
Denmark


	
Foot
 Locker - Artigos Desportivos e de Tempos Livres Lda.

	
 

	
Portugal


	
Foot
 Locker Europe.com B.V.

	
 

	
Netherlands


	
Foot
 Locker Scandinavia B.V.

	
 

	
Netherlands


	
Foot
 Locker Suisse SA

	
 

	
Switzerland


	
Foot
 Locker Hungary Kft

	
 

	
Hungary


	
FLE
 Management B.V.

	
 

	
Netherlands


	
Foot
 Locker Istanbul Sport Giyim Sanayi ve Ticaret LS

	
 

	
Turkey


	
Foot
 Locker U.K. Limited

	
 

	
U.K.


	
Freedom
 Sportsline Limited

	
 

	
U.K.


	
Foot
 Locker Realty Europe Limited

	
 

	
U.K.


	
Foot
 Locker Italy S.r.l.

	
 

	
Italy


	
Foot
 Locker Netherlands B.V.

	
 

	
Netherlands


	
Foot
 Locker Sweden AB

	
 

	
Sweden








	
 

	
 


	
1

	
The name of each subsidiary company is indented under
 the name of its parent company and, unless noted in a footnote, each such
 subsidiary is 100% owned by its parent. All subsidiaries wholly owned,
 directly or indirectly, by Foot Locker, Inc. are consolidated for accounting
 and financial reporting purposes. 


	
 

	
 


	
2

	
Dutch limited partnership. General partners are FLE
 CV Management, Inc. (99.5%) and FLE CV GP, LLC (0.25%). Limited partner is
 Foot Locker Europe CV LP, LLC (0.25%). 













SCHEDULE 5.13 


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 


	
Foot Locker Germany Holdings GmbH

	
 

	
Germany


	
Foot Locker Germany GmbH & Co. KG

	
 

	
Germany


	
Foot Locker Germany Management GmbH

	
 

	
Germany


	
Foot Locker Spain S.L.

	
 

	
Spain


	
Foot Locker Asia, Inc.

	
 

	
Delaware


	
Foot Locker (Thailand) Co., Ltd.

	
 

	
Thailand


	
Footlocker.com, Inc.

	
 

	
Delaware


	
Eastbay, Inc.

	
 

	
Wisconsin


	
FL Corporate NY, LLC

	
 

	
Delaware


	
Foot Locker Australia, Inc.

	
 

	
Delaware


	
Foot Locker China, Inc.

	
 

	
Delaware


	
Foot Locker Japan, Inc.

	
 

	
Delaware


	
Foot Locker New Zealand, Inc.

	
 

	
Delaware


	
Kids Mart, Inc.3

	
 

	
Florida


	
Kids Mart, Inc.

	
 

	
Delaware


	
Little Folk Shop Inc.

	
 

	
Delaware


	
Randy River, Inc.

	
 

	
Delaware


	
The Richman Brothers Company

	
 

	
Ohio


	
Custom Cut, Inc.

	
 

	
Delaware


	
RX Place, Inc.

	
 

	
Delaware


	
Specialty Times, Inc.

	
 

	
Delaware


	
Team Edition Apparel, Inc.

	
 

	
Florida


	
Venator Group Administration, Inc.

	
 

	
Delaware


	
Foot Locker Specialty, Inc.

	
 

	
New York


	
CCS Direct LLC

	
 

	
Wisconsin


	
AB Specialty, Inc.

	
 

	
Delaware


	
Barclay Park and Church Advertising
Inc.

	
 

	
Delaware


	
Checklot Service Center, Inc.

	
 

	
Delaware


	
Foot Locker Operations LLC

	
 

	
Delaware


	
FL Specialty NY, LLC

	
 

	
Delaware


	
FL Specialty Operations LLC

	
 

	
New York


	
Foot Locker Specialty New York, Inc.

	
 

	
Delaware


	
Frame Scene, Inc.

	
 

	
Delaware


	
Herald Square Stationers, Inc.

	
 

	
Delaware


	
Lamston 37-33/45 Seventy-Fourth Street
Corp.

	
 

	
New York


	
Lamston 69-73/5 Grand Avenue Corp.

	
 

	
New York


	
Lamston 1279 Third Avenue Corp.

	
 

	
New York








	
 

	
 


	
3

	
1 million shares of Series
 A Convertible Preferred Stock, par value $.001 per share, pursuant to a Stock
 Acquisition Agreement dated May 30, 1996.





19







SCHEDULE 5.13


	
 

	
 

	
 


	
[Foot Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Foot
 Locker Specialty, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Red Grille of Hawaii, Inc.

	
 

	
Delaware


	
Red Grille of Louisiana,
 Inc.

	
 

	
Delaware


	
Trade Center Realty, Inc.

	
 

	
Delaware


	
Woolco Fashionwear Corp.

	
 

	
Delaware


	
Woolco Inc.

	
 

	
Delaware


	
233 Broadway, Inc.

	
 

	
New
 York


	
340 Supply Co.

	
 

	
Pennsylvania


	
Venator Group Franchises
 LLC

	
 

	
Delaware


	
Rosedale Accessory Lady,
 Inc.

	
 

	
Minnesota


	
Accessory Lady, Inc.

	
 

	
Texas


	
Atlanta Southlake
 Accessory Lady, Inc.

	
 

	
Georgia


	
Beachwood Accessory Lady,
 Inc.

	
 

	
Ohio


	
Brea Accessory Lady, Inc.

	
 

	
California


	
Bridgewater Commons
 Accessory Lady, Inc.

	
 

	
New
 Jersey


	
Buckland Hills Accessory
 Lady, Inc.

	
 

	
Connecticut


	
Cherry Hill Accessory
 Lady, Inc.

	
 

	
New
 Jersey


	
Chesterfield Accessory
 Lady, Inc.

	
 

	
Virginia


	
Chicago Accessory Lady,
 Inc.

	
 

	
Illinois


	
Copley Place Accessory
 Lady, Inc.

	
 

	
Massachusetts


	
Colonie Center Accessory
 Lady, Inc.

	
 

	
New
 York


	
Crabtree Mall Accessory
 Lady, Inc.

	
 

	
North
 Carolina


	
Dadeland Center Accessory
 Lady, Inc.

	
 

	
Florida


	
Delamo Accessory Lady,
 Inc.

	
 

	
California


	
Fashion Valley Accessory
 Lady, Inc.

	
 

	
California


	
Four Seasons Accessory
 Lady, Inc.

	
 

	
North
 Carolina


	
Fox Valley Accessory Lady,
 Inc.

	
 

	
Illinois


	
Garden State Accessory
 Lady, Inc.

	
 

	
New
 Jersey


	
The Gardens Accessory
 Lady, Inc.

	
 

	
Florida


	
Glendale Accessory Lady,
 Inc.

	
 

	
California


	
Grand Avenue Accessory
 Lady, Inc.

	
 

	
Wisconsin


	
Hanes Mall Accessory Lady,
 Inc.

	
 

	
North
 Carolina


	
Hawthorne Center (IL.)
 Accessory Lady, Inc.

	
 

	
Illinois


	
Lakeside Accessory Lady,
 Inc.

	
 

	
Louisiana


	
Mainplace Accessory Lady,
 Inc.

	
 

	
California


	
Mall Del Norte Accessory
 Lady, Inc.

	
 

	
Texas


	
McAllen Accessory Lady,
 Inc.

	
 

	
Texas





20







SCHEDULE 5.13 


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Foot Locker Specialty, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Rosedale Accessory Lady, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Penn Square Accessory Lady, Inc.

	
 

	
Oklahoma


	
Pentagon City Accessory Lady, Inc.

	
 

	
Virginia


	
Raceway Accessory Lady, Inc.

	
 

	
New Jersey


	
Randhurst Accessory Lady, Inc.

	
 

	
Illinois


	
Regency Square Accessory Lady, Inc.

	
 

	
Florida


	
Ridgedale Accessory Lady, Inc.

	
 

	
Minnesota


	
McLean Accessory Lady, Inc.

	
 

	
Virginia


	
Menlo Park Accessory Lady, Inc.

	
 

	
New Jersey


	
Montclair Accessory Lady, Inc.

	
 

	
California


	
Montgomery Accessory Lady, Inc.

	
 

	
Maryland


	
Northbrook Accessory Lady, Inc.

	
 

	
Illinois


	
North County Fair Accessory Lady, Inc.

	
 

	
California


	
Northridge Accessory Lady, Inc.

	
 

	
California


	
Oakbrook Center Accessory Lady, Inc.

	
 

	
Illinois


	
The Oaks Accessory Lady, Inc.

	
 

	
California


	
Orlando Accessory Lady, Inc.

	
 

	
Florida


	
Paradise Valley Accessory Lady, Inc.

	
 

	
Arizona


	
Palm Beach Mall Accessory Lady, Inc.

	
 

	
Florida


	
Paramus Park Accessory Lady, Inc.

	
 

	
New Jersey


	
The Parks Accessory Lady, Inc.

	
 

	
Texas


	
Riverside Hackensack Accessory Lady,
Inc.

	
 

	
New Jersey


	
Roosevelt Field Accessory Lady, Inc.

	
 

	
New York


	
Scottsdale Accessory Lady, Inc.

	
 

	
Arizona


	
Southdale Accessory Lady, Inc.

	
 

	
Minnesota


	
St. Louis Galleria Accessory Lady,
Inc.

	
 

	
Missouri


	
Stoneridge Accessory Lady, Inc.

	
 

	
California


	
Stonestown Accessory Lady, Inc.

	
 

	
California


	
Sunrise Boulevard (Fla.) Accessory Lady,
Inc.

	
 

	
Florida


	
Sunvalley Accessory Lady, Inc.

	
 

	
California


	
Towson Accessory Lady, Inc.

	
 

	
Maryland


	
Tri-County Accessory Lady, Inc.

	
 

	
Ohio


	
Tysons Corner Accessory Lady, Inc.

	
 

	
Virginia


	
Valley Fair Accessory Lady, Inc.

	
 

	
California


	
Willowbrook Accessory Lady, Inc.

	
 

	
New Jersey


	
Woodman Avenue Accessory Lady, Inc.

	
 

	
California





21







SCHEDULE 5.13 


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Foot Locker Retail, Inc.

	
 

	
New York


	
Armel, Inc.

	
 

	
Florida


	
Armel Acquisition, Inc.

	
 

	
Florida


	
Champs
 of Crossgates, Inc.

	
 

	
Florida


	
Champs
 of Holyoke, Inc.

	
 

	
Florida


	
Champs
 Sporting Goods of Esplanade, Inc.

	
 

	
Florida


	
Champs
 Sporting Goods, Inc.

	
 

	
Tennessee


	
Champs
 Sport Shops, Inc. of Maryville

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Cutler Ridge

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Broward

	
 

	
Florida


	
Champs
 Sport Shops of Daytona, Inc.

	
 

	
Florida


	
San
 Del of Jacksonville, Inc.

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of 163rd Street

	
 

	
Florida


	
San
 Del, Inc. of Atlanta

	
 

	
Florida


	
Champs
 Four Seasons, Inc.

	
 

	
North Carolina


	
Joe
 Chichelo, Inc.

	
 

	
Florida


	
Champs
 Sport Shops, Inc.

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Aventura

	
 

	
Florida


	
Champs
 Sporting Goods of N.C., Inc.

	
 

	
North Carolina


	
Champs
 Sport Shops, Inc. of Miami International

	
 

	
Florida


	
Champs
 Sporting Goods, Inc.

	
 

	
Louisiana


	
Champs
 Sport Shops, Inc. of Omni

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Nashville

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Houston

	
 

	
Florida


	
Champs
 Sport Shops, Inc. of Fort Lauderdale

	
 

	
Florida


	
Sneakers
 Inc. of Greensboro

	
 

	
North Carolina


	
Sneakers
 Inc. of Knoxville

	
 

	
Tennessee


	
Sneakers
 Inc. of Daytona Beach

	
 

	
Florida


	
Champs
 of Maryland, Inc.

	
 

	
Florida


	
Champs of Virginia, Inc.

	
 

	
Florida


	
SneaKee Feet of Maryland, Inc.

	
 

	
Florida


	
SneaKee Feet of Montgomery Village,
Inc.

	
 

	
Florida


	
SneaKee Feet of North Carolina, Inc.

	
 

	
Florida


	
Runner-Up of Orlando, Inc.

	
 

	
Florida


	
SneaKee Feet of Tampa, Inc.

	
 

	
Florida


	
SneaKee Feet, Inc.

	
 

	
Florida


	
Champs of Missouri, Inc.

	
 

	
Missouri


	
Champs Sport Shops of Maryland, Inc.

	
 

	
Maryland





22







SCHEDULE 5.13


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Foot Locker Retail, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Armel, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Champs of Connecticut, Inc.

	
 

	
Connecticut


	
Champs Sport Shops of Massachusetts,
Inc.

	
 

	
Massachusetts


	
Champs of Georgia, Inc.

	
 

	
Georgia


	
Champs of New Jersey, Inc.

	
 

	
New Jersey


	
Champs of Oklahoma, Inc.

	
 

	
Oklahoma


	
Champs of Tennessee, Inc.

	
 

	
Tennessee


	
SneaKee Feet of Washington Outlet Mall,
Inc.

	
 

	
Florida


	
FL Retail Operations LLC

	
 

	
New York


	
Foot Locker Card Services LLC

	
 

	
Virginia


	
Foot Locker Retail New York, Inc.

	
 

	
Delaware


	
FL Europe Holdings, Inc.

	
 

	
Delaware


	
FL Retail NY, LLC

	
 

	
Delaware


	
Foot Locker Atlantic City, LLC

	
 

	
Delaware


	
Menlo Trading Company

	
 

	
California


	
Athletic Shoe Factory, Inc.

	
 

	
California


	
Foot Locker Stores, Inc.

	
 

	
Delaware


	
Janess Properties, Inc.

	
 

	
Delaware


	
Foot Locker Investments LLC

	
 

	
Delaware


	
Foot Locker Corporate Services, Inc.

	
 

	
Delaware


	
Kinney Trading Corp.

	
 

	
New York


	
Robby’s Sporting Goods, Inc.

	
 

	
Florida


	
SFMB Specialty Corporation

	
 

	
California


	
Foot Locker Realty, Inc.

	
 

	
New York


	
Foot Locker Dominican Republic, LLC

	
 

	
Delaware


	
Foot Locker Holdings, Inc.

	
 

	
New York


	
Retail Company of Germany, Inc.

	
 

	
Delaware


	
Foot Locker Canada Holdings Limited
Partnership4

	
 

	
Canada


	
FL Canada Holdings ULC

	
 

	
Canada


	
Foot
 Locker Canada Co.

	
 

	
Canada


	
3093459 Nova Scotia Limited

	
 

	
Canada


	
FL Canada Holdings, Inc.

	
 

	
Delaware








	
 

	
 


	
4

	
General Partner is Foot
 Locker Holdings, Inc.; Limited Partner is FL Canada Holdings, Inc.





23







SCHEDULE 5.13


	
 

	
 

	
 


	
[Foot
 Locker, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
[Foot Locker Holdings, Inc. — (Cont.)]

	
 

	
 


	
 

	
 

	
 


	
Foot Locker Pacific Holdings, Inc.

	
 

	
Delaware


	
Woolworth Holding S. de R.L. de C.V.
5

	
 

	
Mexico


	
Foot Locker de Mexico, S.A. de C.V.
6

	
 

	
Mexico


	
Distribuidora Foot Locker S.A. de C.V.
7

	
 

	
Mexico


	
Foot Locker Sourcing, Inc.

	
 

	
Delaware


	
Venator Group Sourcing Taiwan LLC

	
 

	
Delaware








	
 

	
 


	
5

	
Liquidation and dissolution pending.


	
 

	
 


	
6

	
Liquidation and dissolution pending.


	
 

	
 


	
7

	
Liquidation and dissolution pending.





24







SCHEDULE 5.17 


Schedule 5.17


Intellectual Property Matters


NONE


26







SCHEDULE 5.18 


Schedule 5.18


Collective Bargaining Agreements


NONE


27







SCHEDULE 5.21(a) 




 


 



***CONFIDENTIAL TREATMENT REQUESTED BY FOOT LOCKER, INC. PURSUANT TO THE FREEDOM OF INFORMATION ACT


Schedule 5.21(a)

DDAs


 



	
            Name and Address of the  Depository
  	
            Account Number(s) Maintained  With Depository
  	
            Contact Information at  Depository
  
	
            American Bank

P.O. Box 1970,

1632 West Main Street Bozeman, MT. 59771-1970
	
            ***
	
            ***

	
            American Savings Bank

915 Fortt Street Mall, 4th Floor, Honolulu HI 95813
	
            ***
	
            ***

	
            Ameriserv Financial

Galleria Mall Office, 

500 Galleria Dr. STE 100,

Johnstown, PA 15904-8911
	
            ***
	
            ***

	
            Arvest Bank Fayetteville

P.O. Box 1327 

Fayetteville, AR. 72702
	
            ***
	
            ***

	
            ***

	
            ***

	
            Bancfirst

P.O. Box 1489

Muskogee, OK. 74402
	
            ***
	
            ***

	
            *Banco Popular

PO Box 362708, 

San Juan PR 00936-2708
	
            ***
	
            ***

	
            Banco Santander

P.O. Box 362589, 

San Juan PR 00936-2589
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            Bancorp South

2910 West Jackson 

St. Tupelo, MS. 38801
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            Bank of America 

MA-527-01-16, 50 Morrissey Blvd., Dorchester, MA 02125
	
            ***
	
            ***

	
            ***

	
            Bank of Hawaii

134 W Soledad Ave, 

Hagatna, GU 96910 
	
            ***
	
            ***

	
            ***

	
            Bank Trust

P.O. Box 799 

Selma, AL. 36702-0799
	
            ***
	
            ***

	
            ***

	
            BBVA

P.O. Box 364745, 

San Juan, PR 00936-4745
	
            ***
	
            ***

	
            ***




 


 


 









SCHEDULE 5.21(a)


 


 


*** CONFIDENTIAL TREATMENT REQUESTED BY FOOT LOCKER, INC. PURSUANT TO THE FREEDOM OF INFORMATION ACT


 



	
            Name and Address of the  Depository
  	
            Account Number(s) Maintained  With Depository
  	
            Contact Information at  Depository
  
	
            Boone County National Bank

P.O. Box 678 

Columbia, MO 65205
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            Canandaigua National Bank and Trust

72 South Main Street 

Canandaigua, NY 14424
	
            ***
	
            ***

	
            ***

	
            Central Illinois Bank

101 N State St, 

Geneseo, IL, 61254
	
            ***
	
            ***

	
            Citibank

P.O. Box 1033, 

Bryan, TX 77805
	
            ***
	
            ***

	
            ***

	
            ***

	
            Citizens Bank

P.O. Box 620729 

Oviedo, FL 32762-0729
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            Citizens National Bank of Meridian

P.O. Box 911 

Meridianm, MS. 39302
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            Coast Central Credit Union

2650 Harrison Avenue

Eureka, CA 95501
	
            ***
	
            ***

	
            Columbia Savings Bank

19-01 Route 208 

North Fair Lawn, NJ 07410
	
            ***
	
            ***

	
            ***

	
            Commerce Bank

727 Poyntz Ave.

Manhattan, KS. 66502-0045
	
            ***
	
            ***

	
            ***

	
            Community Bank

1616 South Washington Street Grand Forks, ND. 58201
	
            ***
	
            ***

	
            Compass Bank

Bankcard Center

P.O. Box 2210

Decatur, AL 35699-0001
	
            ***
	
            ***

	
            ***

	
            ***

	
            Core First Bank & Trust

3035 SW Topeka Blvd. 

Topeka, KS. 66611
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            Downey S&L

1233 W. Avenue P Suite 525 Palmdale, CA. 93551
	
            ***
	
            ***

	
            ***

	
            *Fifth Third Bank

38 Fountain Square Plaza, Cincinnati, OH45202
	
            ***
	
            ***

	
            First Bank

P.O. Box 808 

McComb, MS. 39649
	
            ***
	
            ***




 


 


 









SCHEDULE 5.21(a)


 


 


*** CONFIDENTIAL TREATMENT REQUESTED BY FOOT LOCKER, INC. PURSUANT TO THE FREEDOM OF INFORMATION ACT


 


	
            Name and Address of the  Depository
  	
            Account Number(s) Maintained  With Depository
  	
            Contact Information at  Depository
  
	
            First Commonwealth Bank

Attn:Payment Processing, 

P.O. Box 537, 

Indiana, PA 15701-0537
	
            ***
	
            ***

	
            ***

	
            First Community Bank

Attn:EFT Manager, 

PO Box 950, 

Bluefield,WV 24701
	
            ***
	
            ***

	
            First Financial Bank

P. O. Box 2122 

Terre Haute, IN. 47802
	
            ***
	
            ***

	
            First National Bank of Colorado

P.O. Box 578 

Fort Collins, CO. 80522
	
            ***
	
            ***

	
            ***

	
            First National Bank of Bryan

P.O. Box 300489

Austin, TX 78703-0009
	
            ***
	
            ***

	
            ***

	
            ***

	
            First National Bank of Sioux Falls

P.O. Box 5186,

Attn.Customer Support,

Sioux Falls, SD 57117-5186
	
            ***
	
            ***

	
             

	
            First National Bank Pierre

125 W Sioux Ave

Pierre, SD 57501
	
            ***
	
            ***

	
            First Westroads Bank

15750 W. Dodge Rd. 

Omaha, NE. 68118
	
            ***
	
            ***

	
            ***

	
            ***

	
            Great Southern Bank

218 South Glenstone

P.O. Box 9009 

Springfield, MO. 65808
	
            ***
	
            ***

	
            ***

	
            ***

	
            Hillcrest Bank

P.O. Box 12450 

Overland Park, KS. 66282
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            HSBC Bank

1 HSBC Center, 14th Floor, 

Buffalo NY 14203
	
            ***
	
            ***

	
            Huntington Federal S/L

1049 Fifth Ave. 

Huntington, WV 25701
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            IBC Bank

P.O. Box 26020 Oklahoma City, OK. 73126-0020
	
            ***
	
            ***

	
            ***

	
            ***

	
            IBC Bank

1200 San Bernardo Ave. 

Laredo,TX 78042
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***




 


 


 









SCHEDULE 5.21(a)


 


 


*** CONFIDENTIAL TREATMENT REQUESTED BY FOOT LOCKER, INC. PURSUANT TO THE FREEDOM OF INFORMATION ACT


 



	
            Name and Address of the  Depository
  	
            Account Number(s) Maintained  With Depository
  	
            Contact Information at  Depository
  
	
            Jefferson Bank and Trust

2301 Market Street

St. Louis, MO. 63103
	
            ***
	
            ***

	
            *JPMorgan Chase Bank

270 Park Avenue

New York, NY 10017
	
            ***
	
            ***

	
            Kirkwood Bank and Trust

P.O. Box 6089 

Bismarch, ND. 58506-6089
	
            ***
	
            ***

	
            North Shore Bank of Commerce

P.O. Box 16450, 

131 W. Superior St. 

Duluth, MN. 55816-0450
	
            ***
	
            ***

	
            ***

	
            ***

	
            Northwest Savings Bank

Attn:EFT Services

100 Liberty St., P.O. Box 128,Warren, PA 16365
	
            ***
	
            ***

	
            ***

	
            ***

	
            Oceanic Bank

1088 W. Marine Drive 

Dededo, Guam 96929
	
            ***
	
            ***

	
            ***

	
            Old National Bank of Evansville

P.O. Box 718 

Evansville, IN. 4770
	
            ***
	
            ***

	
            Pennstar Bank

409 Lackawanna Ave. Suite 501, Scranton, PA 18503-2045
	
            ***
	
            ***

	
            ***

	
            Plains Capital Bank

PO Box 271

Lubbock, TX 79408
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            R-G Premier Bank of PR

P.O. Box 2510, 

Guaynabo, PR 00970-2510
	
            ***
	
            ***

	
            ***

	
            Savannah Bank

1565 Main Street

P.O. Box 278 

Savannah, NY. 13146-0278
	
            ***
	
            ***

	
            ScotiaBank

PO Box 362230

San Juan, PR 00936-2230
	
            ***
	
            ***

	
            ***

	
            Security Serv FCU

16211 La Cantera Parkway,

San Antonio, TX 78256-2419
	
            ***
	
            ***

	
            ***

	
            ***

	
            Sovereign Bank

One Sovereign Way, R11 EPV 02 23, East Providence, RI 02915
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***




 


 


 









SCHEDULE 5.21(a)


 


 


*** CONFIDENTIAL TREATMENT REQUESTED BY FOOT LOCKER, INC. PURSUANT TO THE FREEDOM OF INFORMATION ACT


 



	
            Name and Address of the  Depository
  	
            Account Number(s) Maintained  With Depository
  	
            Contact Information at  Depository
  
	
            Susquehanna 

9 E. Main Street , P.O. Box 1000 

Lititz, PA. 17543
	
            ***
	
            ***

	
            ***

	
            TD BankNorth

P.O. Box 1377 Lewiston, ME. 04243-1377
	
            ***
	
            ***

	
            ***

	
            TD BankNorth Maine

P.O. Box 1377 Lewiston, ME. 04243-1377
	
            ***
	
            ***

	
            ***

	
            Trustco Bank

P.O.Box 1082 Schenectady, NY. 12301-1082
	
            ***
	
            ***

	
            Trustco Bank – Schenectady

P.O.Box 1082 Schenectady, NY. 12301-1082
	
            ***
	
            ***

	
            ***

	
            United National Bank

Processing Center,

500 Virgina St. East,

PO Box 393, 

Charleston, WV 25322-0393
	
            ***
	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            ***

	
            *US Bank 

1350 Euclid Ave

Cleveland, OH 44115
	
            ***
	
            ***

	
            ***

	
            *Wachovia Bank

401 So.Tryon St.

Charlotte, NC28288-5710
	
            ***
	
            ***

	
            *Wells Fargo Bank

707 Wilshire Blvd, 13th Floor

Los Angeles, CA 90017-3501
	
            ***
	
            ***

	
            Western Bank

Dept. de Cuentas Corrientes, 

P.O. Box 1180, 

Mayagiiez,PR 00681-1180
	
            ***
	
            ***




 


*Blocked Account Bank


 










SCHEDULE 5.21(b) 




 


 



Schedule 5.21(b)



 


Credit Card Arrangements


 



	
            CREDIT CARD AGREEMENTS
	
            Arrangements

	
            Merchant Services Bankcard Agreement, as amended on or about August 10, 1998, by and among Foot Locker, Inc. on behalf of itself and its subsidiaries and affiliates, JPMorgan Chase Bank, N.A. and Chase Alliance Partners, L.P. 

 
	
            Process Visa, Mastercard, Diners, JCB & CUP

Daily Settlement

 

	
            Agreement for American Express Card Acceptance, dated October 16, 2006 between American Express Travel Related Services Company, Inc. and Foot Locker Corporate Services, Inc. on behalf of itself and its Affiliates1

 
	
            Process American Express

Daily Settlement

 

	
            Merchant Services Agreement, dated October 22, 2007 between DFS Services LLC and Foot Locker Corporate Services, Inc.

 
	
            Process Discover

Daily Settlement

 

	
            Banco Popular
	
            Process Visa and Mastercard in Puerto Rico

Settlement to Banco Popular account in Puerto Rico

 




 


 



	
            DEBIT CARD AGREEMENTS
	
            Arrangements

	
            Debit Card Service Addendum to Merchant Services Bankcard Agreement, as amended on or about August 10, 1998, by and among Foot Locker, Inc. on behalf of itself and its subsidiaries and affiliates, JPMorgan Chase Bank, N.A. and Chase Alliance Partners, L.P.
	
            Process Debit Card transactions

Daily Settlement




 


 


_________________________


 1 Affiliates that are Loan Parties: Foot Locker Canada Corporation, Team Edition Apparel, Inc., Footlocker.com, Inc., Foot Locker Retail, Inc., FL Corporate NY LLC, Foot Locker Specialty, Inc., FL Specialty NY LLC, FL Specialty Operations LLC, Foot Locker Operations, LLC, Foot Locker Stores, Inc., Foot Locker Corporate Services, Inc., FL Retail NY LLC, FL Retail Operations LLC, Robby’s Sporting Goods, In.c, Foot Locker Card Services LLC


 


 









SCHEDULE 6.02 


Schedule 6.02


Financial and Collateral Reporting


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
DATE

	
 

	
(X)


	
 

	
 

	


	
 

	



	
Monthly
 (due on fifteenth day of each fiscal month)

	
____________

	
 

	
____________


	
•

	
 Borrowing Base Certificate (BBC) with the following backup:

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Borrowing Base backup to be received w/ BBC:

	
 

	
 

	
 


	
•

	
Inventory Roll forward
 (Departmental Operating Statement – DOS)

	
____________

	
 

	
____________


	
•

	
Shrink (AFAD and Champs
 Combining Forms)

	
____________

	
 

	
____________


	
•

	
Consignment Summary (DOS
 and Gross Margin System)

	
____________

	
 

	
____________


	
•

	
Summary of RTV Inventory by
 Location (General Ledger Query)

	
____________

	
 

	
____________


	
•

	
Eligible Credit Card
 Receivables (AFAD and Champs Combining Forms)

	
____________

	
 

	
____________


	
•

	
Rent Reserve (Accounts
 Payable)

	
____________

	
 

	
____________


	
•

	
Gift Card Liability
 Analysis (Balance Sheet & First Data Report)

	
____________

	
 

	
____________


	
•

	
Layaway Activity Report
 (Accounts Receivable Sub ledger)

	
____________

	
 

	
____________


	
 

	
 

	
 

	
 

	
 


	
Monthly
 (within 30 days after fiscal month end if requested by Agent):

	
 

	
 

	
 


	
•

	
Monthly Financial Statements (Consolidated B/S, OR1, OR5, and the Cash
 Flow from 

 Report 135)

	
____________

	
 

	
____________


	
•

	
Officer’s Compliance
 Certificate

	
____________

	
 

	
____________


	
•

	
Adjusted Consolidated Fixed
 Charge Coverage Ratio Calculation

	
____________

	
 

	
____________


	
 

	
 

	
 

	
 

	
 


	
Quarterly
 (within 45 days after the end of first three fiscal quarters):

	
 

	
 

	
 


	
•

	
Form 10-Q

	
____________

	
 

	
____________


	
•

	
Officer’s Compliance
 Certificate

	
____________

	
 

	
____________


	
 

	
 

	
 

	
 

	
 


	
Annually
 (within 90 days after year end):

	
 

	
 

	
 


	
•

	
Audited Annual Financial
 Statements (Form 10-K)

	
____________

	
 

	
____________


	
•

	
Officer’s Compliance
 Certificate (with MD&A)

	
____________

	
 

	
____________


	
 

	
 

	
 

	
 

	
 


	
Annually
 (within 45 days after year end):

	
 

	
 

	
 


	
•

	
Upcoming Fiscal Year Budget
 and Projections (Quarterly I/S, B/S, CF, Availability model)

	
____________

	
 

	
____________








	
 

	
 

	
 


	
Mailed to:

	
 

	
Katie Hendricks


	
 

	
 

	
100 Federal Street


	
 

	
 

	
MA5-100-09-09


	
 

	
 

	
Boston, MA 02114


	
 

	
 

	
Tel: (617) 434-7443


	
 

	
 

	
Fax: (617) 434-4131


	
 

	
 

	
 


	
 

	
 

	
 





34







SCHEDULE 7.01 


Schedule 7.01


Existing Liens


NONE


35







SCHEDULE 7.02 

Schedule 7.02



Existing Investments


 



	
            Issuer
	
            Amount
	
            Start Date
	
            Maturity Date
	
            Nominal Pre-Tax Rate
	
            Equivalent Pre-Tax Yield

	
            Savings Account

	
            Savings Account: HSBC Bank USA N.A.
	
            50,000,000
	
            03/13/09
	
            03/16/09
	
            0.75
	
            0.75

	
            Sweep Account

	
            JPMorgan Sweep Account
	
            48,000,000
	
            03/13/09
	
            03/16/09
	
            0.15
	
            0.15

	
            Term Deposit

	
            Bank of America NA
	
            20,000,000
	
            03/04/09
	
            04/03/09
	
            0.35
	
            0.35

	
            Bank of America NA
	
            11,000,000
	
            03/13/09
	
            03/16/09
	
            0.11
	
            0.11

	
            Wells Fargo
	
            20,000,000
	
            03/04/09
	
            03/24/09
	
            0.20
	
            0.20

	
            Wells Fargo
	
            30,000,000
	
            02/03/09
	
            04/03/09
	
            0.42
	
            0.42

	
            Wells Fargo
	
            25,000,000
	
            03/10/09
	
            03/20/09
	
            0.09
	
            0.09

	
            Treasury Bills

	
            T-Bills Maturity 4/16
	
            5,000,000
	
            02/18/09
	
            04/16/09
	
            0.20
	
            0.20

	
            T-Bills Maturity 4/09
	
            25,000,000
	
            02/19/09
	
            04/09/09
	
            0.20
	
            0.20

	
            T-Bills Maturity 4/02
	
            25,000,000
	
            02/25/09
	
            04/02/09
	
            0.16
	
            0.16

	
            T-Bills Maturity 4/02
	
            50,000,000
	
            03/02/09
	
            03/19/09
	
            0.11
	
            0.11

	
            T-Bills Maturity 4/02
	
            20,000,000
	
            03/02/09
	
            05/07/09
	
            0.18
	
            0.18

	
            SUMMARY U.S. STATISTICS
	
            $329,000,000
	
             
	
             
	
             
	
             

	
             

	
            Auction Rate Security
	
             
	
             
	
             
	
             
	
             

	
            Floating Rate Non-Cumulative Preferred Stock, Series 5, A2

 
	
            7,000,000
	
            2/24/09
	
            5/26/09
	
            4.70
	
            6.47

	
            Market Value: BAC 0.00% Series 5 Preferred2
	
            1,438,266
	
             
	
             
	
             
	
             

	
            OTHER

	
            Northern Note, face value
	
            C$14,800,000
	
             
	
             
	
             
	
             




 


 


_________________________


 2 Trust holds Bank of America (previously Merrill Lynch & Co.) preferred stock.  (JPMorgan Chase is the broker/dealer)


 


 









SCHEDULE 7.03 





Schedule 7.03



Existing Indebtedness


 


     Interest Rate Swaps



	
           

Swap
	
    Bank
	
    Notional
	
    Pay
	
    Receive
	
    Contract Start Date
	
  Expiry Date

	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      Fixed to Floating
	
      Bank of America
	
      $  50,000,000 
	
      6m Libor
	
      8.50%
	
      15-Jan-03
	
  15-Jan-22

	
      Fixed to Floating
	
      Bank of America
	
      $  25,000,000 
	
      6m Libor
	
      8.50%
	
      03-Apr-03
	
  15-Jan-22

	
      Fixed to Floating
	
      Wachovia
	$
        25,000,000 
	
      6m Libor
	
      8.50%
	
      03-Apr-03
	
  15-Jan-22

	
             

	
      Basis Swap
	
      Wachovia
	
      $  40,000,000 
	
      1m Libor + Spread
	
      6m Libor
	
      30-Jul-04
	
  15-Jan-22

	
      Basis Swap
	
      Bank of Nova Scotia
	
      $  40,000,000 
	
      1m Libor + Spread
	
      6m Libor
	
      30-Jul-04
	
  15-Jan-22

	
      Basis Swap
	
      J.P. Morgan
	
      $  20,000,000 
	
      1m Libor + Spread
	
      6m Libor
	
      30-Jul-04
	
  15-Jan-22

	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      Euro Swap
	
      Wells Fargo
	
      $122,120,000 
	
      1m Euribor
	
      1m Libor
	
      15-Aug-05
	
  19-Aug-15

	
      Euro Swap
	
      Wells Fargo
	
        $146,450,000 
	
      1m Libor
	
      1m Euribor
	
      22-Sep-08
	
  19-Aug-15

	
      Euro Swap Net
	
      Wells Fargo
	
      $  24,330,000 
	
      1m Libor
	
      -   
	
       
	
   




 


     Bonds



	
    Bonds Outstanding
	
    Custodian Bank
	
    Pay
	
  Maturity

	
      123,008,000
	
      Bank of New York
	
      8.50%
	
  1/15/2022




 


 


 


 









 


 



Foreign Exchange Transactions Outstanding



	
     
	
     
	
     
	
     
	
     
	
     
	
    First Currency
	
     
	
     
	
     
	
  Second Currency

	
      Contract
	
      Trade
	
      Settle
	
       
	
      Transaction
	
      Trade Type
	
       
	
      Buy/
	
       
	
      Spot
	
       
	
      All-In
	
       
	
  Buy/

	
      Number
	
      Date
	
      Date
	
      Company
	
      Type
	
      Code
	
       
	
       
	
      Sell
	
      Amount
	
      Rate
	
      Fwd Pts.
	
      Rate
	
       
	
  Sell

	
      080908
	
      05-Sep-08 
	
      04-Feb-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,000,000.00 
	
      0.806800
	
      0.0022
	
      0.809000
	
      GBP
	
  S

	
      080911
	
      11-Sep-08 
	
      04-Feb-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      2,500,000.00 
	
      0.797500
	
      0.00195
	
      0.799450
	
      GBP
	
  S

	
      080935
	
      22-Sep-08 
	
      18-Feb-09 
	
      Foot Locker Europe
	
      09 USD/EUR Merch Hedge
	
      2
	
      FWD
	
      USD
	
      B
	
      1,000,000.00 
	
      1.470000
	
      -0.007
	
      1.463000
	
      EUR
	
  S

	
      081111
	
      25-Nov-08 
	
      18-Feb-09 
	
      Foot Locker Europe
	
      09 USD/EUR Merch Hedge
	
      2
	
      FWD
	
      USD
	
      B
	
      335,906.00 
	
      1.300000
	
      -0.0011
	
      1.298900
	
      EUR
	
  S

	
      081111
	
      25-Nov-08 
	
      18-Feb-09 
	
      Foot Locker Europe
	
      FLE CV - Management Fee
	
      2
	
      FWD
	
      USD
	
      B
	
      664,094.00 
	
      1.300000
	
      -0.0011
	
      1.298900
	
      EUR
	
  S

	
      080110
	
      14-Jan-09 
	
      18-Feb-09 
	
      Foot Locker, Inc.
	
      CAD I/C Debt 
	
      2
	
      FWD
	
      USD
	
      B
	
      2,000,000.00 
	
      1.230000
	
      0.00085
	
      1.230850
	
      CAD
	
  S

	
      080101
	
      05-Jan-09 
	
      25-Feb-09 
	
      Foot Locker Canada
	
      Q4 Royalty 
	
      2
	
      FWD
	
      CAD
	
      S
	
      1,000,000.00 
	
      1.207500
	
      0.001
	
      1.208500
	
      USD
	
  B

	
      080102
	
      05-Jan-09 
	
      25-Feb-09 
	
      Foot Locker Canada
	
      Q4 Royalty 
	
      2
	
      FWD
	
      CAD
	
      S
	
      1,000,000.00 
	
      1.187500
	
      0.001
	
      1.188500
	
      USD
	
  B

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      080912
	
      11-Sep-08 
	
      18-Mar-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      2,500,000.00 
	
      0.797500
	
      0.00228
	
      0.799780
	
      GBP
	
  S

	
      080922
	
      17-Sep-08 
	
      18-Mar-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,500,000.00 
	
      0.788200
	
      0.0053
	
      0.793500
	
      GBP
	
  S

	
      081112
	
      25-Nov-08 
	
      18-Mar-09 
	
      Foot Locker Europe
	
      09 USD/EUR Merch Hedge
	
      2
	
      FWD
	
      USD
	
      B
	
      1,000,000.00 
	
      1.300000
	
      -0.0013
	
      1.298700
	
      EUR
	
  S

	
      081214
	
      16-Dec-08 
	
      18-Mar-09 
	
      Foot Locker Europe
	
      09 USD/EUR Merch Hedge
	
      2
	
      FWD
	
      USD
	
      B
	
      500,000.00 
	
      1.404700
	
      -0.0035
	
      1.401200
	
      EUR
	
  S

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      081205
	
      11-Dec-08 
	
      15-Apr-09 
	
      Foot Locker Europe
	
      09 USD/EUR Merch Hedge
	
      2
	
      FWD
	
      USD
	
      B
	
      1,000,000.00 
	
      1.310000
	
      -0.0037
	
      1.306300
	
      EUR
	
  S

	
      081215
	
      16-Dec-08 
	
      15-Apr-09 
	
      Foot Locker Europe
	
      09 USD/EUR Merch Hedge
	
      2
	
      FWD
	
      USD
	
      B
	
      500,000.00 
	
      1.404700
	
      -0.0043
	
      1.400400
	
      EUR
	
  S




 


 


 









 


 


 



	
    080913
	
    11-Sep-08 
	
    22-Apr-09 
	
    Foot Locker UK
	
    09 BP/EUR Merch Hedge
	
    2
	
    FWD
	
    EUR
	
    B
	
    1,000,000.00 
	
    0.797500
	
    0.00249
	
    0.799990
	
    GBP
	
  S

	
      080914
	
      11-Sep-08 
	
      22-Apr-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,000,000.00 
	
      0.795500
	
      0.00249
	
      0.797990
	
      GBP
	
  S

	
      081001
	
      06-Oct-08 
	
      22-Apr-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,500,000.00 
	
      0.771700
	
      0.005075
	
      0.776775
	
      GBP
	
  S

	
      081211
	
      15-Dec-08 
	
      22-Apr-09 
	
      Foot Locker Retail
	
      Q1 Royalty
	
      2
	
      FWD
	
      EUR
	
      S
	
      500,000.00 
	
      1.352500
	
      -0.0042
	
      1.348300
	
      USD
	
  B

	
      081217
	
      16-Dec-08 
	
      22-Apr-09 
	
      Foot Locker Retail
	
      Q1 Royalty
	
      2
	
      FWD
	
      EUR
	
      S
	
      1,000,000.00 
	
      1.410000
	
      -0.0045
	
      1.405500
	
      USD
	
  B

	
      081220
	
      18-Dec-08 
	
      22-Apr-09 
	
      Foot Locker Retail
	
      Q1 Royalty
	
      2
	
      FWD
	
      EUR
	
      S
	
      1,000,000.00 
	
      1.450000
	
      -0.0045
	
      1.445500
	
      USD
	
  B

	
      080125
	
      26-Jan-09 
	
      29-Apr-09 
	
      Foot Locker Europe
	
      I/C Balance Y/E - Settle Rolled C#081221 & 080106
	
      2
	
      FWD
	
      EUR
	
      B
	
      2,000,000.00 
	
      0.943300
	
      -0.0003
	
      0.943000
	
      GBP
	
  S

	
      080127
	
      27-Jan-09 
	
      29-Apr-09 
	
      Foot Locker Scandinavia
	
      I/C Open Items 
	
      2
	
      FWD
	
      SEK
	
      S
	
      8,932,860.00 
	
      10.630000
	
      0.005
	
      10.635000
	
      EUR
	
  B

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      080915
	
      11-Sep-08 
	
      20-May-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      2,000,000.00 
	
      0.795500
	
      0.00267
	
      0.798170
	
      GBP
	
  S

	
      081206
	
      11-Dec-08 
	
      20-May-09 
	
      Foot Locker Europe
	
      09 USD/EUR Merch Hedge
	
      2
	
      FWD
	
      USD
	
      B
	
      1,000,000.00 
	
      1.320000
	
      -0.0047
	
      1.315300
	
      EUR
	
  S

	
      081216
	
      16-Dec-08 
	
      20-May-09 
	
      Foot Locker Europe
	
      09 USD/EUR Merch Hedge
	
      2
	
      FWD
	
      USD
	
      B
	
      1,000,000.00 
	
      1.404700
	
      -0.0053
	
      1.399400
	
      EUR
	
  S

	
      080103
	
      05-Jan-09 
	
      20-May-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,000,000.00 
	
      0.936200
	
      -0.0018
	
      0.934400
	
      GBP
	
  S

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      080916
	
      11-Sep-08 
	
      17-Jun-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      2,000,000.00 
	
      0.795500
	
      0.00288
	
      0.798380
	
      GBP
	
  S

	
      081207
	
      11-Dec-08 
	
      17-Jun-09 
	
      Foot Locker Europe
	
      09 USD/EUR Merch Hedge
	
      2
	
      FWD
	
      USD
	
      B
	
      1,500,000.00 
	
      1.330000
	
      -0.00585
	
      1.324150
	
      EUR
	
  S

	
      080104
	
      05-Jan-09 
	
      17-Jun-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,000,000.00 
	
      0.930700
	
      -0.0023
	
      0.928400
	
      GBP
	
  S

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	080918	12-Sep-08 	22-Jul-09 	Foot
      Locker UK	09
      BP/EUR Merch Hedge	2	FWD	EUR	B	1,500,000.00 	0.793000	0.00345	0.796450	GBP	S



 


 


 









 


 


 



	
      080105
	
      05-Jan-09 
	
      22-Jul-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      2,000,000.00 
	
      0.925500
	
      -0.0028
	
      0.922700
	
      GBP
	
  S

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      080802
	
      06-Aug-08 
	
      06-Aug-09 
	
      FL Finance (Europe) Ltd.
	
      Loan Repayment
	
      2
	
      FWD
	
      GBP
	
      S
	
      7,400,000.00 
	
      0.792000
	
      0.00487
	
      0.796870
	
      EUR
	
  B

	
      080940
	
      03-Oct-08 
	
      19-Aug-09 
	
      Foot Locker UK
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,500,000.00 
	
      0.779300
	
      0.00735
	
      0.786650
	
      GBP
	
  S

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      080112
	
      15-Jan-09 
	
      16-Sep-09 
	
      Foot Locker Europe
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,500,000.00 
	
      0.898000
	
      -0.0013
	
      0.896700
	
      GBP
	
  S

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      080115
	
      15-Jan-09 
	
      21-Oct-09 
	
      Foot Locker Europe
	
      I/C Balance = Ref C#081212
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,500,000.00 
	
      0.895500
	
      -0.0013
	
      0.894200
	
      GBP
	
  S

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      080117
	
      16-Jan-09 
	
      18-Nov-09 
	
      Foot Locker Europe
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,000,000.00 
	
      0.888500
	
      -0.00144
	
      0.887060
	
      GBP
	
  S

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
   

	
      080118
	
      16-Jan-09 
	
      16-Dec-09 
	
      Foot Locker Europe
	
      09 BP/EUR Merch Hedge
	
      2
	
      FWD
	
      EUR
	
      B
	
      1,000,000.00 
	
      0.888500
	
      -0.0015
	
      0.887000
	
      GBP
	
  S




 


2009 Forward Contracts



	
    Fiscal Month
	
    Exposure
	
    Amount Hedged
	
    Hedge Ratio
	
    Contract Start Date
	
    Contract End Date
	
    Trade Price
	
  Notional Value

	
      February
	
      124,844 
	
       
	
       
	
       
	
       
	
       
	
   

	
      Wells Fargo
	
       
	
      42,000 
	
      33.64%
	
      2/1/09
	
      2/28/09
	
      $ 4.0450 
	
  $169,890 

	
      March
	
      100,273 
	
       
	
       
	
       
	
       
	
       
	
   

	
      Wells Fargo
	
       
	
      42,000 
	
      41.89%
	
      3/1/09
	
      3/31/09
	
      $ 4.0450 
	
  $169,890 

	
      April
	
      106,914 
	
       
	
       
	
       
	
       
	
       
	
   

	
      Wells Fargo
	
       
	
      42,000 
	
      39.28%
	
      4/1/09
	
      4/30/09
	
      $ 4.0450 
	
  $169,890 

	May	140,144	 
	 	 	 	 	 
	
      Wells Fargo
	
       
	
      42,000 
	
      29.97%
	
      5/1/09
	
      5/31/09
	
      $
      4.0450 
	
  $
  169,890 

	
      June
	
      123,064 
	
       
	
       
	
       
	
       
	
       
	
   

	
      Wells Fargo
	
       
	
      42,000 
	
      34.13%
	
      6/1/09
	
      6/30/09
	
      $ 4.0450 
	
  $169,890 

	
      Goldman
	
       
	
      42,000 
	
      34.13%
	
      6/1/09
	
      6/30/09
	
      $ 2.5000 
	
  $105,000 




 


 


 









 


 


 



	
      July 
	
      108,348 
	
       
	
       
	
       
	
       
	
       
	
   

	
      Wells Fargo
	 
	
      42,000 
	
      38.76%
	
      7/1/09
	
      7/31/09
	
      $ 4.0450 
	
  $169,890 

	
      Goldman
	
       
	
      42,000 
	
      38.76%
	
      7/1/09
	
      7/31/09
	
      $ 2.5000 
	
  $105,000 

	
      August
	
      119,531 
	
       
	
       
	
       
	
       
	
       
	
   

	
      Wells Fargo
	
       
	
      42,000 
	
      35.14%
	
      8/1/09
	
      8/31/09
	
      $ 4.0450 
	
  $169,890 

	
      Goldman
	
       
	
      42,000 
	
      35.14%
	
      8/1/09
	
      8/31/09
	
      $ 2.5000 
	
  $105,000 

	
      September
	
      162,669 
	
       
	
       
	
       
	
       
	
       
	
   

	
      Wells Fargo
	
       
	
      49,000 
	
      30.12%
	
      9/1/09
	
      9/30/09
	
      $ 4.0450 
	
  $198,205 

	
      Goldman
	
       
	
      42,000 
	
      25.82%
	
      9/1/09
	
      9/30/09
	
      $ 2.5000 
	
  $105,000 

	
      October
	
      126,650 
	
       
	
       
	
       
	
       
	
       
	
   

	
      Wells Fargo
	
       
	
      42,000 
	
      33.16%
	
      10/1/09
	
      10/31/09
	
      $ 4.0450 
	
  $169,890 

	
      Goldman
	
       
	
      42,000 
	
      33.16%
	
      10/1/09
	
      10/31/09
	
      $ 2.5000 
	
  $105,000 

	
      November
	
      127,261 
	
       
	
       
	
       
	
       
	
       
	
   

	
      Wells Fargo
	
       
	
      42,000 
	
      33.00%
	
      11/1/09
	
      11/30/09
	
      $ 4.0450 
	
  $169,890 

	
      Goldman
	
       
	
      42,000 
	
      33.00%
	
      11/1/09
	
      11/30/09
	
      $ 2.5000 
	
  $105,000 

	
       
	
       
	
       
	
       
	
       
	
       
	
       
	
  $2,252,215 




 


 


 


 



 


 









SCHEDULE 10.02 


Schedule 10.02


Administrative Agent’s Office; Certain
Addresses for Notices


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Party

	
 

	
Address

	
 

	
Fax Number

	
 

	
Email

 Number

	
 

	
Telephone

 Number

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
Foot Locker, Inc.

	
 

	
112 West 34th
 Street

 New York, NY 10120

	
 

	
(212) 720-4391

	
 

	
jmaurer@footlocker.com

	
 

	
(212) 720-4092

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Website:

	
 

	
with a copy to:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
http://www.foot
 locker-inc.com/

	
 

	

Skadden, Arps, Slate, Meagher &

 Flom LLP

 Four Times Square

 New York, NY 10036

 Attn: Peter Neckles, Esq.

	
 

	
 

	
 

	

peter.neckles@skadden.com

	
 

	

(212) 735-3000

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Guarantors

	
 

	
112 West 34th
 Street

 New York, NY 10120

	
 

	
(212) 720-4391

	
 

	
jmaurer@footlocker.com

	
 

	
(212) 720-4092

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy to:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Skadden, Arps, Slate,
 Meagher &

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Flom LLP

	
 

	
 

	
 

	
 

	
 

	
(212) 735-3000

	
 


	
 

	
 

	
Four Times Square

	
 

	
 

	
 

	
peter.neckles@skadden.com

	
 

	
 

	
 


	
 

	
 

	
New York, NY 10036

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Attn: Peter Neckles, Esq.

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Administrative Agent

	
 

	
Bank of America, N.A.

 100 Federal Street, 9th Floor

 Boston, Massachussetts 02110

 Attn: Christine Hutchinson

	
 

	
(617) 434-4339

	
 

	
Christine.hutchinson@bankofamerica.com

	
 

	
(617) 434-2385

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
with a copy to:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Riemer & Braunstein
 LLP

 Three Center Plaza

 Boston, Massachusetts 02108

 Attention: David S. Berman, Esq.

	
 

	
(617) 692-3550

	
 

	
dberman@riemerlaw.com

	
 

	
(617) 523-9000

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Swing Line Lender

	
 

	
Bank of America, N.A.

 100 Federal Street, 9th Floor

 Boston, Massachussetts 02110

 Attn: Christine Hutchinson

	
 

	
(617) 434-4339

	
 

	
Christine.hutchinson@bankofa
 merica.com

	
 

	
(617) 434-2385

	
 





43







EXHIBIT
A


Form of Committed Loan Notice 


COMMITTED LOAN NOTICE


Date: ____________, ________


	
 

	
 


	
To:

	
Bank of America, N.A., as
 Administrative Agent 





Ladies
and Gentlemen:


          Reference
is made to that certain Credit Agreement, dated as of March 20, 2009 (as amended, restated,
amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit
Agreement”) by, among others, FOOT LOCKER, INC., a New York corporation (the “Borrower”), the
Guarantors from time to time party thereto (individually, a “Guarantor”
and, collectively, the “Guarantors”), the Lenders from time to time
party thereto (individually, a “Lender” and, collectively, the “Lenders”),
and BANK OF AMERICA, N.A., as Administrative
Agent, Collateral Agent, Swing Line Lender and L/C Issuer. Capitalized terms used
but not defined herein shall have the meanings set forth in the Credit
Agreement.


	
 

	
 

	
 


	
 

	
The
 Borrower hereby requests a Committed Borrowing1:


	
 

	
 

	
 


	
 

	
1.

	
On
 ____________________________________________ (a Business Day)2


	
 

	
 

	
 


	
 

	
2.

	
In
 the amount of $________________________3 


	
 

	
 

	
 


	
 

	
3.

	
Comprised
 of _________________________________ (Type of Committed Loan)4


	
 

	
 

	
 


	
 

	
4.

	
For
 LIBO Rate Loans: with an Interest Period of _______ months5








	
 


	




	
1          A
Committed Borrowing must be a borrowing, conversion or continuation
consisting of Committed Loans on a single
date of the same Type and, in the case of LIBO Rate Loans, having the same
Interest Period made by each of the Lenders pursuant to Section 2.01 of the Credit Agreement.  


	
 


	
2          Each
 notice of a Committed Borrowing must be received by the Administrative Agent
 not later than 11:00 a.m. (i) three Business Days
 prior to the requested date of any Borrowing of LIBO Rate Loans, and (ii) on
 the requested date of any Borrowing of Base Rate Loans. 


	
 


	
3          Each Borrowing of LIBO Rate
Loans must be in a principal amount of
 $1,000,000 or a whole multiple of $1,000,000
 in excess thereof.


	
 


	
4          Committed Loans may be either
Base Rate Loans or LIBO Rate Loans. If
 the Type of Committed Loan is not specified, then the
 applicable Committed Loans will be made as Base Rate Loans. 


	
 


	
5          The
 Borrower may request a Committed Borrowing of LIBO Rate Loans with an
 Interest Period of one, two, three or six months or, if available to
 all of the Lenders, nine or twelve months, as requested by the Borrower, 













          The
Borrower hereby represents and warrants that (a) the Committed Borrowing requested herein complies with the provisions of Section
2.02 of the Credit Agreement and (b) the conditions specified in Sections 4.02(a) and 4.02(b)
of the Credit Agreement have been satisfied
on and as of the date of the applicable Committed Borrowing.


	
 

	
 


	
 

	
FOOT LOCKER, INC., as Borrower


	
 

	
 


	
 

	
By:


	
 

	



	
 

	
Name:


	
 

	



	
 

	
Title:


	
 

	



	
 

	
 


	



	
and as
 further provided in the Credit Agreement. If no election of Interest Period
 is specified, then the Borrower will be deemed to have
 specified an Interest Period of one month.













EXHIBIT B


Form of Swing Line Loan Notice 


SWING LINE LOAN NOTICE


Date: ____________, ________


	
 

	
 


	
To:

	
Bank
 of America, N.A., as Swing Line Lender 


	
 

	
Bank
 of America, N.A., as Administrative Agent





Ladies
and Gentlemen:


          Reference
is made to that certain Credit Agreement, dated as of March 20, 2009 (as amended, restated,
amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit
Agreement”) by, among others, FOOT LOCKER, INC., a New York corporation
(the “Borrower”), the Guarantors from time to time party thereto (individually,
a “Guarantor” and, collectively, the “Guarantors”), the Lenders
from time to time party thereto (individually, a “Lender” and,
collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line
Lender and L/C Issuer. Capitalized terms used but not defined herein
shall have the meanings set forth in the Credit Agreement.


	
 

	
 

	
 


	
 

	
The Borrower hereby
 requests a Swing Line Borrowing:


	
 

	
 

	
 


	
 

	
1.

	
On
 __________________________ (a Business Day)1


	
 

	
 

	
 


	
 

	
2.

	
In
 the amount of $______________________
 2





          The
Borrower hereby represents and warrants that the Swing Line Borrowing requested
herein complies with the
provisions of Section 2.04 of the Credit Agreement.


	
 

	
 


	
 

	
FOOT LOCKER, INC., as
 Borrower


	
 

	
 


	
 

	
By:


	
 

	



	
 

	
Name:


	
 

	



	
 

	
Title:


	
 

	









	
 


	




	
1          Each notice of a Swing Line
Borrowing must be received by the Swing
 Line Lender and the Administrative Agent not later than 1:00
 p.m. on the requested date of any Swing Line Borrowing.


	
 


	
2          Each Swing
 Line Borrowing shall be in a minimum amount of $100,000.00.













EXHIBIT C-1


Form of Revolving Note


	
 

	
 


	



	
 

	
 


	
REVOLVING NOTE

	
 


	
 

	
 


	



	
 

	
 


	
$______________

	
___________, 2009





          FOR
VALUE RECEIVED, FOOT LOCKER, INC. (the “Borrower”) promises to pay to the order of
______________________ (hereinafter, with any subsequent holders, the “Lender”), c/o Bank of America,
N.A., 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, the principal sum of
__________________________ DOLLARS ($__________), or, if less, the aggregate
unpaid principal balance of Loans made by the Lender to or for the account of the Borrower pursuant to the Credit
Agreement dated as of March 20, 2009 (as amended, restated, amended and restated, supplemented or otherwise
modified and in effect from time to
time, the “Credit Agreement”) by, among others, (i) the Borrower, (ii)
the Guarantors from time to time party thereto (individually, a “Guarantor”
and, collectively, the “Guarantors”), (iii)
the Lenders from time to time party thereto (individually, a “Lender”
and, collectively, the “Lenders”),
(iv) Bank of America, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for its own benefit and the benefit of the other Lenders, (v) Bank
of America, N.A., as collateral agent (in
such capacity, the “Collateral Agent”, and together with the
Administrative Agent, individually, an “Agent”, and collectively, the “Agents”)
for its own benefit and the benefit of the
other Credit Parties, and (vi) Bank of America, N.A., as Swing Line Lender
and L/C Issuer, with interest at the rate and payable in the manner stated
therein. 


          This
“Revolving Note” is a “Note” to which reference is made in the Credit Agreement
(including,
without limitation, clause (a) of the definition of “Note” set forth in Section
1.01 thereof)
and is subject to all terms and provisions thereof. The principal of, and
interest on, this Revolving Note shall be payable at the times, in the manner, and in the
amounts as provided in the
Credit Agreement and shall be subject to prepayment and acceleration as
provided therein. Capitalized terms used herein and not defined herein shall
have the meanings assigned to such terms in
the Credit Agreement.


          The
Administrative Agent’s books and records concerning the Loans, the accrual of interest thereon, and
the repayment of such Loans, shall be prima facie evidence of the indebtedness to the
Lender hereunder.


          No
delay or omission by any Agent or the Lender in exercising or enforcing any of
such Agent’s or 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 Event of Default shall operate
as a waiver of any other Event of Default, nor as a continuing waiver of any such Event of Default.







          The
Borrower, and each endorser and guarantor of this Revolving Note, waives presentment, demand,
notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower
assents to any extension or other indulgence (including, without limitation, the release
or substitution of Collateral) permitted by any Agent and/or the Lender with respect to this
Revolving Note and/or any Collateral or any extension or other indulgence with respect to any other
liability or any collateral given to secure any other liability of the Borrower or any other Person obligated on
account of this Revolving Note.


          This
Revolving Note shall be binding upon the Borrower, and each endorser and guarantor hereof, and upon their respective
successors and assigns, 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
Note, are joint and several, provided, however, the release by any
Agent or the Lender of any one or more
such Persons shall not release any other Person obligated on account of this
Revolving Note. Each reference in this
Revolving Note to the Borrower, any endorser, and any guarantor, is to
such Person individually and also to all such Persons jointly.


          THIS
REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING GENERAL
OBLIGATIONS LAW SECTIONS 5-1401 AND
5-1402).


          THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES
DISTRICT COURT OF THE SOUTHERN DISTRICT OF NW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS REVOLVING NOTE OR ANY OTHER LOAN DOCUMENT,
OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT,
AND THE BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. THE BORROWER AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT
ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW. NOTHING IN THIS REVOLVING NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
REVOLVING NOTE OR ANY
OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


          THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY OBJECTION THAT IT


2







MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS REVOLVING NOTE OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO ABOVE. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.


          The
Borrower makes the following waiver knowingly, voluntarily, and intentionally,
and understands
that the Agents and the Lender, in the establishment and maintenance of their respective relationship
with the Borrower contemplated by this Revolving Note, are each relying thereon. THE BORROWER
AND THE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS REVOLVING NOTE OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND WHETHER INITIATED BY OR
AGAINST ANY SUCH PERSON OR IN WHICH ANY SUCH PERSON IS JOINED AS A PARTY
LITIGANT). THE BORROWER AND, THE LENDER, BY
ITS ACCEPTANCE HEREOF, (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO
ENTER INTO THE CREDIT AGREEMENT AND
THIS REVOLVING NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS HEREIN.


[SIGNATURE PAGES FOLLOW]


3







          IN WITNESS WHEREOF, the Borrower has caused this
Revolving Note to be duly executed as
of the date set forth above.


	
 

	
 


	
 

	
BORROWER:


	
 

	
 


	
 

	
FOOT LOCKER, INC.


	
 

	
 


	
 

	
By:


	
 

	



	
 

	
Name:


	
 

	



	
 

	
Title:


	
 

	






Signature Page to Revolving Note








EXHIBIT C-2


Form of Swing Line Note


	
 

	
 


	



	
 

	
 


	
SWING LINE NOTE


	
 

	
 


	



	
 

	
 


	
$__________________

	
______________, 2009





          FOR
VALUE RECEIVED, FOOT LOCKER, INC. (the “Borrower”) promises to pay to
the order of BANK OF AMERICA, N.A. (hereinafter, with any subsequent holders,
the “Swing Line Lender”), c/o Bank of America, N.A., 100 Federal Street,
9th Floor, Boston, Massachusetts 02110, the principal sum of
_________________________________ DOLLARS ($_____________ ), or, if less, the
aggregate unpaid principal balance of Swing Line Loans made by the Swing Line
Lender to or for the account of any Borrower pursuant to the Credit Agreement
dated as of March 20, 2009 (as amended, restated, amended and restated,
supplemented or otherwise modified and in effect from time to time, the “Credit
Agreement”) by, among others, (i) the Borrower, (ii) the Guarantors from
time to time party thereto (individually, a “Guarantor” and, collectively, the
“Guarantors”), (iii) the Lenders from time to time party thereto
(individually, a “Lender” and, collectively, the “Lenders”), (iv)
Bank of America, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for its own benefit and the benefit of the other Lenders, (v) Bank
of America, N.A., as collateral agent (in such capacity, the “Collateral
Agent”, and together with the Administrative Agent, individually, an “Agent”,
and collectively, the “Agents”) for its own benefit and the benefit of
the other Credit Parties, and (vi) the Swing Line Lender, with interest at the
rate and payable in the manner stated therein. 


          This
is a “Swing Line Note” to which reference is made in the Credit Agreement and
is subject to all terms and provisions thereof. The principal of, and interest
on, this Swing Line Note shall be payable at the times, in the manner, and in
the amounts as provided in the Credit Agreement and shall be subject to
prepayment and acceleration as provided therein. Capitalized terms used herein
and not defined herein shall have the meanings assigned to such terms in the
Credit Agreement.


          The
Administrative Agent’s books and records concerning the Swing Line Loans, the
accrual of interest thereon, and the repayment of such Swing Line Loans, shall
be prima facie evidence of the indebtedness to the Swing Line Lender hereunder.


          No
delay or omission by any Agent or the Swing Line Lender in exercising or
enforcing any of such Agent’s or the Swing Line 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 Event of
Default shall operate as a waiver of any other Event of Default, nor as a
continuing waiver of any such Event of Default.







          The
Borrower, and each endorser and guarantor of this Swing Line Note, waives
presentment, demand, notice, and protest, and also waives any delay on the part
of the holder hereof. The Borrower assents to any extension or other indulgence
(including, without limitation, the release or substitution of Collateral)
permitted by any Agent and/or the Swing Line Lender with respect to this Swing
Line Note and/or any Collateral or any extension or other indulgence with
respect to any other liability or any collateral given to secure any other
liability of the Borrower or any other Person obligated on account of this
Swing Line Note.


          This
Swing Line Note shall be binding upon the Borrower, and each endorser and
guarantor hereof, and upon their respective successors and assigns, and shall
inure to the benefit of the Swing Line Lender and its successors, endorsees,
and assigns.


          The
liabilities of the Borrower, and of any endorser or guarantor of this Swing
Line Note, are joint and several, provided,
however, the release by any Agent or the Swing Line Lender of any
one or more such Persons shall not release any other Person obligated on
account of this Swing Line Note. Each reference in this Swing Line Note to the
Borrower, any endorser, and any guarantor, is to such Person individually and also
to all such Persons jointly.


          THIS
SWING LINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF,
BUT INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).


          THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE BORROWER
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
THE BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SWING LINE
NOTE OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT OR THE SWING LINE LENDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN
DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


          THE
BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT


2







MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT IN ANY COURT
REFERRED TO ABOVE. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


          The
Borrower makes the following waiver knowingly, voluntarily, and intentionally,
and understands that the Agents and the Swing Line Lender, in the establishment
and maintenance of their respective relationship with the Borrower contemplated
by this Swing Line Note, are each relying thereon. THE BORROWER AND THE SWING
LINE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS SWING LINE NOTE OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY AND WHETHER INITIATED BY OR AGAINST ANY SUCH PERSON OR IN WHICH ANY SUCH
PERSON IS JOINED AS A PARTY LITIGANT). THE BORROWER AND THE SWING LINE LENDER,
BY ITS ACCEPTANCE HEREOF, (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO
THE CREDIT AGREEMENT AND THIS SWING LINE NOTE BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.


[SIGNATURE PAGES FOLLOW]


3







          IN
WITNESS WHEREOF, the Borrower has caused this Swing Line Note to be duly
executed as of the date set forth above.


	
 

	
 

	
 


	
 

	
BORROWER:


	
 

	
 

	
 


	
 

	
FOOT LOCKER,
 INC.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name: 

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	






Signature Page to Swing Line Note







EXHIBIT D


Form of Compliance Certificate


COMPLIANCE CERTIFICATE


Date of Certificate: _______________


To:     Bank
of America, N.A., as Administrative Agent 

Ladies and Gentlemen:


          Reference
is made to that certain Credit Agreement, dated as of March 20, 2009 (as
amended, modified, supplemented or restated and in effect from time to time,
the “Credit Agreement”), by, among others, (i) Foot Locker, Inc., a New
York corporation (the “Borrower”), (ii) the Guarantors party thereto,
(iii) the Lenders party thereto (individually, a “Lender” and,
collectively, the “Lenders”), and (iv) Bank of America, N.A., as
Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.


          The
undersigned, in his capacity as a duly authorized and acting Responsible
Officer of the Borrower, hereby certifies on behalf of the Borrower and each of
the other Loan Parties as of the date hereof the following:


	
 

	
 

	
 


	
1.

	
No Events of
 Default.


	
 

	
 

	
 


	
 

	
(a)

	
Since
 ____________ (the date of the last Compliance Certificate delivered pursuant
 to Section 6.02 of the Credit Agreement, or, in the case of the first
 Compliance Certificate delivered after the Closing Date, the Closing Date),
 and except as set forth in Appendix I, no Event of Default has occurred and
 is continuing.


	
 

	
 

	
 


	
 

	
(b)

	
If an Event
 of Default has occurred and is continuing since ____________ (the date of the
 last Compliance Certificate delivered pursuant to Section 6.02 of the Credit
 Agreement, or, in the case of the first Compliance Certificate delivered
 after the Closing Date, the Closing Date), the Loan Parties have taken or
 propose to take those actions with respect to such Event of Default as
 described on said Appendix I.


	
 

	
 

	
 


	
2.

	
Financial
 Statements.


	
 

	
 

	
 


	
 

	
[Use following paragraph (a) for fiscal year-end financial statements]


	
 

	
 

	
 


	
 

	
(a)

	
Attached
 hereto as Appendix II are the Consolidated balance sheet of the
 Borrower and its Subsidiaries, as required by Section 6.01 (a) of the Credit





-1-







	
 

	
 

	
 


	
 

	
 

	
Agreement
 for the Fiscal Year ending ______________, and the related Consolidated
 statements of income or operations, Shareholders’ Equity and cash flows for
 such Fiscal Year, setting forth in each case in comparative form the figures
 for the previous Fiscal Year, all in reasonable detail and prepared in
 accordance with GAAP, accompanied by a report and unqualified opinion of a
 Registered Public Accounting Firm of nationally recognized standing or
 otherwise reasonably acceptable to the Administrative Agent, which report and
 opinion has been prepared in accordance with the requirements of Section 6.01
 (a) of the Credit Agreement.


	
 

	
 

	
 


	
 

	
[Use following paragraph (b) for fiscal quarter-end financial
 statements]


	
 

	
 

	
 


	
 

	
(b)

	
Attached
 hereto as Appendix II are the Consolidated balance sheet of the
 Borrower and its Subsidiaries, as required by Section 6.0l(b) of the Credit
 Agreement for the Fiscal Quarter ending ____________, and the related
 Consolidated statements of income or operations, Shareholders’ Equity and
 cash flows for such Fiscal Quarter and for the portion of the Borrower’s
 Fiscal Year then ended, setting forth in each case in comparative form the
 figures for (A) the corresponding Fiscal Quarter of the previous Fiscal Year
 and (B) the corresponding portion of the previous Fiscal Year, all in
 reasonable detail.


	
 

	
 

	
 


	
3.

	
Changes in
 GAAP. In the event of any change in generally
 accepted accounting principles used in the preparation of any financial
 statements described in Section 3 above, attached hereto as Appendix III
 is the Borrower’s a statement of reconciliation conforming such financial
 statements to GAAP.


	
 

	
 

	
 


	
4.

	
Management
 Discussion. Attached hereto as Appendix IV is
 a discussion and analysis prepared by management of the Borrower with respect
 to the financial statements delivered herewith.





[signature page follows]


-2-







          IN
WITNESS WHEREOF, a duly authorized and acting Responsible Officer of the
Borrower, on behalf of the Borrower and each of the other Loan Parties, has
duly executed this Compliance Certificate as of ______________________, 20 ___.


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
Name: 

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	






-3-








APPENDIX I


          Except
as set forth below, no Event of Default has occurred and is continuing. [If an
Event of Default has occurred and is continuing, the following describes the
nature of the Event of Default in reasonable detail and the steps, if any,
being taken or contemplated by the Loan Parties to be taken on account
thereof.]


Appendix I to Compliance Certificate







APPENDIX II


(Financial Statements)


[see attached]


Appendix II to Compliance Certificate







APPENDIX III


(GAAP Reconciliation)


[see attached]


Appendix III to Compliance Certificate







APPENDIX IV


(MD&A)


[see attached]


Appendix IV to Compliance Certificate







EXHIBIT E


ASSIGNMENT AND ASSUMPTION


          This
Assignment and Assumption (this “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between [the][each]1
Assignor identified in item 1 below ([the][each, an] “Assignor”) and
[the][each]2 Assignee identified
in item 2 below ([the][each, an] “Assignee”). [It is understood and
agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms
used but not
defined herein shall have the meanings given to them in the Credit Agreement
identified below (the “Credit Agreement”), receipt of a copy of which is
hereby acknowledged by [each, the] Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.


          For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective
Assignors’] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below (including, without limitation,
participations in L/C Obligations and Swing Line Loans included in such
facilities5)
and (ii) to the extent permitted to be assigned under applicable Law, all
claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities
as Lenders)] against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and
assigned


	
 

	
 


	
 

	




	
            1 For bracketed
 language here and elsewhere in this form relating to the Assignor(s), if the
 assignment is from a single Assignor, choose the first bracketed language. If
 the assignment is from multiple Assignors, choose the second bracketed
 language.


	
 

	
 


	
            2 For bracketed
 language here and elsewhere in this form relating to the Assignee(s), if the
 assignment is to a single Assignee, choose the first bracketed language. If
 the assignment is to multiple Assignees, choose the second bracketed
 language.


	
 

	
 


	
            3 Select as
 appropriate.


	
 

	
 


	
            4 Include
 bracketed language if there are either multiple Assignors or multiple
 Assignees.


	
 

	
 


	
            5 Include all
 applicable subfacilities, if any.













pursuant to
clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being
referred to herein collectively as [the][an] “Assigned Interest”). Each
such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Assumption, without representation
or warranty by [the][any] Assignor.


	
 

	
 

	
 


	
1.

	
Assignor[s]:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
 


	
2.

	
Assignee[s]:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
 


	
3.

	
Borrower:

	
Foot Locker,
 Inc., a New York corporation


	
 

	
 

	
 


	
4.

	
Administrative
 Agent: Bank of America, N.A., as the Administrative
 Agent under the Credit Agreement.


	
 

	
 

	
 


	
5.

	
Credit
 Agreement: Credit Agreement dated as of March 20,
 2009 (as such may be amended, restated, amended and restated, supplemented or
 otherwise modified and in effect from time to time, the “Credit Agreement”)
 by, among others, the Borrower, the Guarantors party thereto, the Lenders
 party thereto, Bank of America, N.A., as Administrative Agent, Collateral
 Agent, Swing Line Lender and L/C Issuer.


	
 

	
 


	
6.

	
Assigned
 Interest[s]:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Assignor[s]6

	
 

	
Assignee[s]7

	
 

	
 

	
Aggregate

 Amount of

 Commitment/Loans

 for all Lenders8

	
 

	
 

	
Amount of

 Commitment

 /Loans

 Assigned9

	
 

	
 

	
Percentage

 Assigned of

 Commitment/

 Loans10

	
 


	
 

	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
 

	
 

	
 

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
 

	
 

	
 

	
%


	
 

	
 

	
 

	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
 

	
 

	
 

	
%


	
 

	
 

	
 

	
 

	
 

	


	


	
 

	


	


	
 

	


	


	
 








	
 

	
 

	
 


	
[7.

	
Trade Date:

	
_______________________
 ]11


	
 

	
 

	
 


	
 

	
Effective
 Date: ___________________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE
DATE OF DELIVERY OF







	
 

	
 


	
 

	




	
             6 List each
 Assignor, as appropriate. 


	
 

	
 


	
             7 List each
 Assignee, as appropriate.


	
 

	
 


	
             8 Amounts in
 this column and in the column immediately to the right to be adjusted by the
 counterparties to take into account any payments or prepayments made between
 the Trade Date and the Effective Date.


	
 

	
 


	
             9 Subject to
 minimum amount requirements pursuant to Section 10.06(b)(i) of the Credit
 Agreement and to the proportionate amount requirements pursuant to Section
 10.06(b)(ii) of the Credit Agreement.


	
 

	
 


	
             10 Set forth, to
 at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders
 thereunder.


	
 

	
 


	
             11 To be
 completed if the Assignor and the Assignee intend that the minimum assignment
 amount is to be determined as of the Trade Date.













THIS ASSIGNMENT AND
ASSUMPTION FOR RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 


          The
terms set forth in this Assignment and Assumption are hereby agreed to:


	
 

	
 

	
 


	
 

	
ASSIGNOR


	
 

	



	
 

	
[NAME OF ASSIGNOR]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
ASSIGNEE


	
 

	



	
 

	
[NAME OF ASSIGNEE]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	









	
 

	
 

	
 


	
[Consented to and]12 Accepted:

	
 


	
 

	
 


	
BANK OF AMERICA, N.A., as

	
 


	
[Administrative Agent][L/C
 Issuer][Swing Line Lender]


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
Name:

	
 

	
 


	
 

	


	
 


	
Title:

	
 

	
 


	
 

	


	
 


	
 

	
 

	
 


	
[Consented to:]13

	
 


	
 

	
 


	
FOOT LOCKER, INC., as
 Borrower

	
 


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 


	
Name:

	
 

	
 


	
 

	


	
 


	
Title:

	
 

	
 


	
 

	


	
 








	
 

	
 


	
 

	




	
              12
 To the extent that (i) the Administrative Agent’s consent is required
 under Sections 10.06(b)(i)(B) and 10.06(b)(iii)(B) of the Credit Agreement,
 (ii) the L/C Issuers consent is required under Section 10.06(b)(iii)(C) of
 the Credit Agreement, or (iii) the Swing Line Lender’s consent is required
 under Sections 10.06(b)(iii)(D) of the Credit Agreement.


	
 

	
 


	
              13
 To the extent required under Sections 10.06(b)(i)(B) and
 10.06(b)(iii)(A) of the Credit Agreement.














ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


          Reference
is made to the Credit Agreement dated as of March 20, 2009 (as such may be amended, restated,
amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)
by, among others, Foot Locker, Inc., a New York corporation, as Borrower (the “Borrower”), the Guarantors party
thereto, the Lenders party thereto,
Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line
Lender and L/C Issuer.


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


                    1.
Representations and Warranties.


                    1.1.
Assignor. [The][Each] Assignor
(a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the
relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and
clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no responsibility with
respect to (i) any statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder,
(iii) the financial condition of the Loan Parties or any other Person obligated in respect of
any Loan Document or (iv) the performance or observance by the Loan Parties or any other
Person of any of their respective obligations under any Loan Document.


                    1.2.
Assignee. [The][Each] Assignee
(a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all the requirements to be an Eligible Assignee under
the Credit Agreement (subject to such consents, if any, as may be required
under Section 10.06(b) of the Credit Agreement), (iii) from and after the Effective
Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
[the][the relevant] Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in
making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v)
it has received a copy of the Credit
Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial
statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it
deems appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and
to purchase [the][such] Assigned
Interest, (vi) it has, independently and without reliance upon the
Administrative Agent, Collateral Agent, or any other Lender and based on such
documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to







the
terms of the Credit Agreement, duly completed and executed by [the][such]
Assignee; and (b) agrees that (i) it will, independently and without reliance upon the
Administrative Agent, the Collateral Agent, [the][any] Assignor or any other
Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.


                    2.
Payments. From and after the Effective Date, the Administrative Agent
shall make
all payments in respect of [the][each] Assigned Interest (including payments
of principal, interest, fees and other amounts) to [the][the relevant]
Assignor for amounts which have accrued up to but excluding the Effective Date and to
[the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.


                    3.
General Provisions. This Assignment and
Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of
counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature
page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.
This agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


                    4.
Fees. This Assignment and Assumption shall be
delivered to the Administrative Agent with a
processing and recordation fee of $3,500.







	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
E-MAIL TO:
 Katherine Hendricks at katherine.hendricks@bankofamerica.com

	
 

	
Date

 Certificate #

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Foot Locker, Inc.

 Borrowing Base and Availability Calculation


	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
Foot Locker

	
 

	
Lady Foot

 Locker

	
 

	
Kids Foot

 Locker

	
 

	
Footaction

	
 

	
Champs

	
 

	
Total

	
 


	


	
 


	
 

	
 


	
Beg.
 Inventory as of:

	
 

	
 

	
1/3/2009 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
ADD

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Purchases

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
WOC Charges

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
DC Cap

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
Freight

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
Div. Ships

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
Misc. disp.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
LESS

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Cost of Sales

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total Adds/
 (Reductions) 

	
 

	
 

	
 

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 

	


	


	
 


	
Ending
 Inventory as of:

	
 

	
 

	
1/31/2009 

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 

	
 

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
LESS

	
 

	
 

	
1/31/2009 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Shrink
 ($1.9MM through 3/09)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Consignment
 Inventory

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Damaged/RTV

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
Eligible
 Inventory as of:

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Appraised
 Value as of

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
NOLV 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
LTV 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Advance
 Rate @

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
Total Inventory
 Borrowing Base

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$ 

	
— 

	
 (a) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Eligible
 Credit Card Receivables 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Credit Card
 Advance Rate

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
90.0 

	
%


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
Credit Card
 Receivables Borrowing Base

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$ 

	
— 

	
 (b) 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Less
 Availability Reserves

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Rent
 Reserve: (2 months for PA, VA and WA)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
50% Gift
 Cards

	
 

	
 

	
 

	
 

	
 

	
 

	
@ 50 

	
%

	
 

	
—

	
 


	
 

	
 

	


	


	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
100%
 Customer Deposits

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
Total Reserves

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 (c)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total
 Uncapped Borrowing Base: (a+b+c)

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
—

	
 (d)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total Borrowing Base: Lesser of (d) or $200MM

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$ 

	
— 

	
 (e)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Availability Calculation

	
 

	
 

	
2/19/2009

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Beginning
 Principal Balance 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
Prior days
 advance 

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
Fees charged
 today 

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
LC’S
 CHARGED 

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
LESS:


	
 

	
 

	
Prior day’s
 paydown

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Ending
 principal balance

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (f)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
Standby
 Letters of Credit 

	
$

	
—

	
 (g)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
ADD:


	
 

	
 

	
Documentary
 Letters of Credit

	
$

	
—

	
 (h)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total loan
 balance prior to request (f+g+h)

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (i)


	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Net
 availability prior to today’s request (e-i) 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (j)


	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
ADVANCE
 REQUEST

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (k)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Paydown

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 (l)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Net
 availability after today’s request (j+k-l))

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
$

	
—

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	


	


	
 




The
undersigned represents and warrants that (A) the information set forth above
(i) is true and correct in all respects, (ii) has been prepared in accordance with the requirements of that certain
Credit Agreement dated ____________________ , 2009 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the
“Credit Agreement”), by, among others, Foot Locker, Inc., as Borrower, the
Facility Guarantors party thereto, the Lenders party thereto, and Bank of
America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent, and
(iii) is based on supporting documentation that is satisfactory to the
Administrative Agent, and (B) no
Default or Event of Default (as such terms are defined in the Credit Agreement)
has occurred and is outstanding.







EXHIBIT G


Form of Collateral
Access Agreement


	
 


	



	
 


	
COLLATERAL ACCESS AGREEMENT


	
 


	






________________________ ______ , 2009


          For
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,
____________________ , a _______________ (the “Landlord”), executes
this waiver in favor of BANK OF AMERICA,
N.A., as collateral agent (in such capacity, the “Collateral Agent”)
for its own benefit and the benefit of certain other lenders (the “Lenders”)
which are making loans or furnishing other financial accommodations to
[Foot Locker, Inc., a corporation organized and existing under the laws of the
State of New York] (the “Tenant”)1 pursuant to (i) that
certain Credit Agreement dated as of March 20, 2009 (as amended, restated,
amended and restated, supplemented or
otherwise modified and in effect from time to time, the “Credit Agreement”) by, among others, the Tenant,
certain of the Tenant’s affiliates,
the Lenders and the Collateral Agent, and (ii) the other “Loan
Documents” (as such term is defined in the Credit Agreement).


WITNESSETH:


          WHEREAS,
the Landlord owns real property located at ______________________ (collectively, the “Leased Premises”),
which real property the Landlord leases to the Tenant pursuant to that
certain [Lease Agreement] dated as of [ _____________ ] (as amended and in
effect as of the date hereof, the “Lease”).


          WHEREAS,
the Tenant has entered into certain loan arrangements with the Collateral Agent
and the Lenders, pursuant to which the Collateral Agent and the Lenders have
agreed to make loans or furnish other financial accommodations to the Tenant.


          WHEREAS,
loans and financial accommodations under the loan arrangement will be secured by, among other things, certain of the
Tenant’s present and after acquired assets, including, without
limitation, the Tenant’s inventory, books and records, and equipment located,
and to be located, upon the Leased Premises (the “Collateral”).


          WHEREAS,
in order to induce the Collateral Agent and the Lenders to make loans or furnish other financial accommodations to the
Tenant, the Landlord hereby represents, warrants, covenants and agrees as
follows:


	
 


	




	
1 The identity of the Tenant should be changed to the appropriate Loan
 Party as necessary.





1







	
 

	
 


	
1.

	
To
 the best of the Landlord’s knowledge, the Tenant is not in default under the
 terms of the Lease.


	
 

	
 


	
2.

	
The
 Landlord hereby waives and releases in favor of the Collateral Agent and the Lenders: (a) any and
 all rights of distraint, levy, and execution which the Landlord may now or hereafter have
 against the Collateral; (b) any and all statutory liens, security interests, or other
 liens which the Landlord may now or hereafter have in the Collateral; and (c) any and all
 other interests or claims of every nature whatsoever which the Landlord may now or
 hereafter have in or against the Collateral for any rent, storage charges, or other sums
 due, or to become due, to the Landlord by the Tenant. The Landlord agrees not to
 exercise any of the Landlord’s rights, remedies, powers, privileges, or
 discretions with respect to the Collateral, or the Landlord’s liens or
 security interests
 in the Collateral, unless and until the Landlord receives written notice from
 an officer
 of the Collateral Agent that the Tenant’s obligations to the Collateral Agent
 and the
 Lenders have been paid in full, and that the commitment of the Collateral
 Agent and the
 Lenders to make loans or furnish other financial accommodations to the Tenant
 has been terminated. The foregoing waiver is for the benefit of the
 Collateral Agent and the Lenders only and does not affect the obligations of the
 Tenant to the Landlord.


	
 

	
 


	
3.

	
In
 the event of the exercise by the Collateral Agent of its rights upon default
 with respect to the Collateral, the Collateral Agent shall have a reasonable time
 in which to repossess and/or dispose of the Collateral from the Leased
 Premises; provided, however, that such period will be tolled during any period in
 which the Collateral Agent has been stayed from
 taking action to remove the Collateral in any bankruptcy, insolvency or
 similar proceeding, and the
 Collateral Agent shall have an additional period of time thereafter in which to repossess and/or dispose of the
 Collateral from the Leased Premises. In those circumstances, the Landlord will, upon reasonable prior written
 notice from the Collateral Agent,
 (a) refrain from hindering the Collateral Agent’s actions in gaining access
 to the Leased Premises for the purpose of repossessing said Collateral and
 (b) if requested by the Collateral
 Agent, permit the Collateral Agent, or its agents or nominees, to dispose of the Collateral on the Leased Premises in a
 manner reasonably designed to minimize any interference with any of
 the Landlord’s other tenants at the Leased Premises. The Collateral Agent shall promptly restore and
 repair, at the Collateral Agent’s cost and expense, any physical damage to the Leased Premises resulting from any
 action taken by the Collateral Agent or its agents and employees upon the
 Leased Premises, but shall not be
 liable for any diminution in value of the Leased Premises caused by the
 removal or absence of the
 Collateral.


	
 

	
 


	
4.

	
To the
 extent not paid or prepaid by the Tenant, the Collateral Agent shall pay the Landlord a sum for
 its use and occupancy of the Leased Premises on a per diem basis in an amount equal to the monthly base rent
 required to be paid by the Tenant under the lease
 between the Landlord and the Tenant from the date on which the Collateral
 Agent shall have taken possession of the Collateral on the Leased
 Premises until the date on which the
 Collateral Agent vacates the Leased Premises, it being understood, however,





2







	
 

	
 


	
 

	
that
 the Collateral Agent shall not, thereby, have assumed any of the obligations
 of the Tenant to the Landlord, including, without limitation, any obligation
 to pay any past due rent owing by the Tenant.


	
 

	
 


	
5.

	
Prior
 to the Landlord’s terminating its lease with the Tenant or evicting the
 Tenant from the Leased Premises for breach of the lease, the Landlord shall give
 the Collateral Agent not less than thirty (30) days’ written notice of such
 action at the address set forth below, and a reasonable opportunity to
 preserve, protect, liquidate, or remove any Collateral on the Leased Premises
 and, if the Collateral Agent so elects, to cure such breach of the lease.
 Notwithstanding the provisions of this paragraph, the Collateral Agent shall
 have no
 obligation to cure any such breach or default. The cure of any such breach or
 default by the Collateral
 Agent on any one occasion shall not obligate the Collateral Agent to cure any other breach or default or to cure such
 default on any other occasion.


	
 

	
 


	
6.

	
All
 notices under this waiver shall be made to the following addresses by
 recognized overnight courier, by hand delivery or by facsimile transmission:








	
 

	
 


	
 

	
If
 to the Collateral Agent:


	
 

	
 


	
 

	
Bank
 of America, N.A.

 100
 Federal Street, 9th Floor 

 Boston,
 Massachusetts 02110

 Attention:
 Christine Hutchinson


	
 

	
 


	
 

	
If
 to the Landlord: 


	
 

	
 


	
 

	



	
 

	




	
 

	



	
 

	
Attention:


	
 

	









	
 

	
 


	
7.

	
This
 waiver shall inure to the benefit of the Collateral Agent and each of the
 Lenders, and their respective successors and assigns, and shall be binding upon the
 Landlord, its heirs, assigns, representatives, and successors.


	
 

	
 


	
8.

	
This
 waiver may not be amended or waived except by an instrument in writing signed
 by the
 Collateral Agent, the Landlord, and the Tenant. This waiver shall be governed
 by, and construed in
 accordance with, the laws of the State of New York. Delivery of an executed signature page of this waiver by
 facsimile transmission shall be binding on the Landlord as if the original of such facsimile had been delivered to
 the Collateral Agent.





[signature page follows]


3







          Dated
as of the date above first written.


	
 

	
 

	
 


	
 

	
LANDLORD:


	
 

	
 


	
 

	



	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	






Signature Page to
Collateral Access Agreement








EXHIBIT
H


GUARANTY


GUARANTY


          GUARANTY
(this “Guaranty”), dated as of March 20, 2009, by the undersigned (each such Person, individually, a “Guarantor”
and,
collectively, the “Guarantors”) executed in favor of (a) BANK OF AMERICA, N.A., as administrative
agent (in such capacity, the “Administrative
Agent”) for its own benefit and the benefit of the other Lenders (as defined below), (b) BANK OF AMERICA, N.A., as collateral
agent (in such capacity, the “Collateral Agent”, and together with the Administrative Agent, individually, an
“Agent”, and collectively, the “Agents”)) for its own benefit and the benefit
of the other Credit Parties (as defined in the Credit Agreement referred to below), and (c) the other Credit Parties to
whom Obligations or Other Liabilities
are owing. All references herein to the “Credit Parties” shall refer solely to
the Agents and the other Credit Parties to whom Obligations or Other
Liabilities are owing.  


W I T N E S S E T H


          WHEREAS,
reference is made to that certain Credit Agreement, dated as of March 20, 2009 (as amended, restated, amended and restated,
supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by, among others,
(i) Foot Locker, Inc., a New York
corporation (the “Borrower”), (ii) the Guarantors party thereto, (iii) the
Lenders party thereto (individually, a “Lender” and, collectively, the
“Lenders”), (iv) the Agents, and (v) Bank of America, N.A., as Swing Line Lender and L/C Issuer, pursuant to
which the Lenders have agreed to make Loans to the Borrower, and the L/C Issuer
has agreed to issue Letters of Credit for
the account of the Borrower, upon the terms and subject to the conditions
specified in the Credit Agreement.
Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Credit Agreement.  


          WHEREAS,
each Guarantor acknowledges that it is an integral part of a consolidated
enterprise and that it will receive direct and indirect benefits from the
availability of the credit facility provided for in the Credit Agreement, from
the making of the Loans by the Lenders, and the issuance of the Letters of
Credit by the L/C Issuer.


          WHEREAS,
the obligations of the Lenders to make Loans and of the L/C Issuer to issue Letters of Credit are each conditioned upon,
among other things, the execution and delivery by the Guarantors of a guaranty in the form hereof.
As consideration therefor, and in order to induce the Lenders to make Loans and the L/C Issuer to issue Letters of
Credit, each Guarantor is willing to
execute this Guaranty.


          Accordingly,
the parties hereto agree as follows:


          SECTION
1. Guaranty. Each Guarantor irrevocably and unconditionally guaranties, jointly with the other Guarantors and severally,
as a primary obligor and not merely as a surety, the due and punctual payment when due (whether at the stated maturity,
by required prepayment, by
acceleration or otherwise) by the Borrower of all Obligations and Other
Liabilities


-1-







(collectively, the “Guaranteed
Obligations”), including all such Guaranteed Obligations which shall become due
but for the operation of the Bankruptcy Code. Each Guarantor further agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon this
Guaranty notwithstanding any extension
or renewal of any Guaranteed Obligation. 


          SECTION
2. Guaranteed Obligations Not Affected. To the fullest extent permitted
by applicable Law, each Guarantor waives presentment to, demand of payment
from, and protest to, any Loan Party
of any of the Guaranteed Obligations, and also waives notice of acceptance of this Guaranty, notice of protest for nonpayment
and all other notices of any kind. To the fullest extent permitted by applicable Law, the
obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Agent or any
other Credit Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Loan
Party under the provisions of the
Credit Agreement, any other Loan Document or otherwise or against any other
party with respect to any of the Guaranteed Obligations, (b) any
rescission, waiver, amendment or modification
of, or any release from, any of the terms or provisions of this Guaranty, any
other Loan Document or any other
agreement, with respect to any Loan Party or with respect to the Guaranteed Obligations, (c) the failure to perfect
any security interest in, or the release of, any of the Collateral held by or on behalf of the
Collateral Agent or any other Credit Party, or (d) the lack of legal existence of any Loan Party or legal
obligation to discharge any of the Guaranteed Obligations by any Loan Party for
any reason whatsoever, including, without limitation, in any insolvency,
bankruptcy or reorganization of any Loan Party.


          SECTION
3. Security. Each Guarantor hereby acknowledges and agrees that the Collateral Agent, on behalf of itself and each of
the other Credit Parties may (a) take and hold security for the payment of this Guaranty and the Guaranteed
Obligations and exchange, enforce, waive
and release any such security, (b) apply such security and direct the order or
manner of sale thereof as provided in
the Credit Agreement and the other Security Documents, and (c) release or substitute any one or more
endorsees, the Borrower or other Loan Parties, in each case without affecting
or impairing in any way the liability of any Guarantor hereunder.


          SECTION
4. Guaranty of Payment. Each Guarantor further agrees that this Guaranty
constitutes a guaranty of payment and
performance when due of all Guaranteed Obligations and not of collection and, to the fullest extent
permitted by applicable Law, waives any right to require that any resort be had by the Collateral Agent or any other
Credit Party to any of the Collateral
or other security held for payment of the Guaranteed Obligations or to any
balance of any deposit account or
credit on the books of any Agent or any other Credit Party in favor of any Loan Party or any other Person or to any other
Guarantor of all or part of the Guaranteed Obligations. Any payment required to be made by any Guarantor hereunder
may be required by any Agent or any
other Credit Party on any number of occasions and shall be payable to the
Administrative Agent, for the benefit of the Agents and the other Credit
Parties, in the manner provided in the Credit Agreement.


          SECTION
5. No Discharge or Diminishment of Guaranty. The obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Guaranteed Obligations


-2-







and as otherwise provided in SECTION
10 of this Guaranty), including any claim of waiver, release, surrender,
alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing,
the Guaranteed Obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by
the failure of any Agent or any other Credit Party to assert any claim or
demand or to enforce any remedy under this Guaranty, the Credit Agreement, any other Loan Document or any other
agreement, by any waiver or
modification of any provision of any thereof, by any default, failure or delay,
willful or otherwise, in the
performance of any of the Guaranteed Obligations, or by any other act or omission that may or might in any manner or to
any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any
Guarantor as a matter of law or equity (other than the indefeasible payment in
full in cash of the Guaranteed Obligations and as otherwise provided in SECTION 10 of this Guaranty).


          SECTION
6. Defenses of Loan Parties Waived. To the fullest extent permitted by applicable Law, each Guarantor waives any defense
based on or arising out of any defense of any Loan Party or the unenforceability of the Guaranteed Obligations or
any part thereof from any cause, or
the cessation from any cause of the liability of any Loan Party, other than the
indefeasible payment in full in cash
of the Guaranteed Obligations. Each Guarantor hereby acknowledges that the Agents and the other Credit
Parties may, in accordance with the Loan Documents, foreclose on any security
held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any
such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other
accommodation with any Loan Party, or exercise any other right or remedy
available to them against any Loan Party, without affecting or impairing in any way the liability
of each such Guarantor hereunder except to the extent that the Guaranteed Obligations have been indefeasibly paid in
full in cash and the Aggregate
Commitments have been terminated. Pursuant to, and to the extent permitted by, applicable Law, each Guarantor waives any defense
arising out of any such election and waives any benefit of and right to participate in any such foreclosure action,
even though such election operates,
pursuant to applicable Law, to impair or to extinguish any right of
reimbursement, indemnity,
contribution or subrogation or other right or remedy of such Guarantor against
any Loan Party, as the case may be,
or any security. Each Guarantor agrees that it shall not assert any claim in competition with any Agent or any
other Credit Party in respect of any payment made hereunder in connection with any proceedings under any Debtor Relief
Laws.


          SECTION
7. Agreement to Pay. In furtherance of the foregoing and not in
limitation of any other right that
the Agents or any other Credit Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of
any Loan Party to pay any Guaranteed Obligation when and as the same shall
become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Agents or such other Credit Party as designated thereby
in cash the amount of such unpaid
Guaranteed Obligations.


          SECTION
8. Limitation on Guaranty of Guaranteed Obligations. In any action or proceeding with respect to any Guarantor involving
any state corporate law, the Bankruptcy


-3-







Code of the United States or any
other Debtor Relief Law, if the obligations of such Guarantor under
SECTION 1 hereof would otherwise be held or determined to be void, invalid or unenforceable, or subordinated to the claims of
any other creditors, on account of the amount of its liability under said SECTION 1, then, notwithstanding any other
provision hereof to the contrary,
the amount of such liability shall, without any further action by such
Guarantor, any Credit Party, any
Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not
subordinated to the claims of other creditors as determined in such action or proceeding.


          SECTION
9. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of each Loan Party’s
financial condition and assets, and of all other circumstances bearing
upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such
Guarantor assumes and incurs hereunder, and agrees that none of the Agents or the other Credit Parties will have
any duty to advise any of the Guarantors
of information known to it or any of them regarding such circumstances or risks.


          SECTION
10. Termination: Release.


	
 

	
 


	
 

	
          (a)
 This Guaranty (a) shall terminate
 when (i) the Aggregate Commitments shall
 have expired or been terminated, (ii) the principal of and interest on each
 Loan and all fees and other
 Guaranteed Obligations (other than contingent indemnification obligations for which no claim has then been
 asserted) shall have been indefeasibly paid in full in cash, (iii) all
 Letters of Credit shall have (A) expired or terminated and have been reduced to zero, (B) been Cash
 Collateralized to the extent required by the Credit Agreement, or (C) been supported by another
 letter of credit in a manner reasonably satisfactory to the L/C Issuer and the Administrative Agent, and (iv)
 all L/C Obligations shall have been paid in full, and (b) shall continue to
 be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any
 Guaranteed Obligation is rescinded
 or must otherwise be restored by any Credit Party or any Guarantor upon the bankruptcy or reorganization of any Loan Party
 or otherwise.


	
 

	
 


	
 

	
          (b)
 A Guarantor shall automatically be
 released from its obligations hereunder upon the consummation of any transaction not prohibited by the Credit
 Agreement as a result of which such
 Guarantor ceases to be a Subsidiary; provided that each Lender that is required to consent to such transaction
 pursuant to the Credit Agreement has consented to such transaction. The Collateral Agent will, at such Guarantor’s
 expense, execute and deliver to such Guarantor such documents as such
 Guarantor may reasonably request to release
 such Guarantor from its obligations under this Agreement and each other applicable Loan Document, in each case in
 accordance with the terms of the Loan Documents (including, without limitation, Section 9.10 of the Credit
 Agreement).





          SECTION
11. Binding Effect; Assignments. Whenever in this Guaranty, any
Guarantor is referred to, such
reference shall be deemed to include the successors and assigns of such Guarantor,
and all covenants, promises and agreements by or on behalf of such Guarantor
that are contained in this Guaranty shall bind and inure to the benefit of such
Guarantor and its successors and
assigns. This Guaranty shall be binding upon each Guarantor and its successors


-4-







and assigns, and shall inure to
the benefit of the Agents and the other Credit Parties, and their respective successors and assigns, except that no
Guarantor shall have the right to assign or transfer its rights or obligations
hereunder or any interest herein (and any such attempted assignment or
transfer shall be void), except as expressly permitted by this Guaranty or the Credit Agreement. This Guaranty shall be
construed as a separate agreement with respect to each Guarantor and may be amended, restated,
amended and restated, supplemented, modified, waived or released with respect to any Guarantor without the approval of
any other Guarantor and without
affecting the obligations of any other Guarantor hereunder.


          SECTION
12. Waivers; Amendment.


	
 

	
 


	
 

	
          (a)
 The rights, remedies, powers,
 privileges, and discretions of the Agents hereunder and under applicable Law (herein, the “Agents’ Rights
 and Remedies”) shall be cumulative and not exclusive of any rights or
 remedies which they would otherwise have.
 No delay or omission by the Agents in exercising or enforcing any of the
 Agents’ Rights and Remedies shall
 operate as, or constitute, a waiver, thereof. No waiver by the Agents 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 Agents’ Rights or Remedies, and no express or implied agreement
 or transaction of whatever nature entered into between the Agents and any Person, at any time, shall preclude the other or
 further exercise of the Agents’ Rights and Remedies. No waiver by the Agents of any of the Agents’ Rights and
 Remedies on any one occasion shall
 be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. The Agents’ Rights
 and Remedies may be exercised at such time or times and in such order of
 preference as the Agents may determine. The Agents’ Rights and Remedies may be exercised without resort or regard
 to any other source of satisfaction
 of the Guaranteed Obligations. No waiver of any provisions of this Guaranty or any other Loan Document or consent
 to any departure by any Guarantor therefrom
 shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or
 consent shall be effective only in the specific instance and for the purpose for which given. No notice to
 or demand on any Guarantor in any
 case shall entitle such Guarantor or any other Guarantor to any other or
 further notice or demand in the same, similar or other circumstances.


	
 

	
 


	
 

	
          (b)
 Neither this Guaranty nor any
 provision hereof may be waived, amended or modified except pursuant to a written agreement entered into in
 accordance with Section 10.01 of
 the Credit Agreement.





          SECTION
13. Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (EXCEPT FOR THE
CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING GENERAL OBLIGATIONS LAW
SECTIONS 5-1401 AND 5-1402).


          SECTION
14. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein or in the
Credit Agreement) be in writing and given as


-5-







provided in Section 10.02 of the
Credit Agreement, provided that communications and notices to the Guarantors may be delivered to the Borrower on
behalf of each of the Guarantors.


          SECTION
15. Survival of Agreement; Severability.


	
 

	
 


	
 

	
          (a)
 This Guaranty and all covenants,
 agreements, indemnities, representations and warranties made by the
 Guarantors herein and in the certificates or other instruments delivered in connection with or pursuant to this
 Guaranty, the Credit Agreement or any other Loan Document (a) shall be considered to have been relied upon
 by the Agents and the other Credit Parties, (b) shall survive the execution
 and delivery of this Guaranty, the Credit Agreement and the other Loan
 Documents and the making of any Loans by the Lenders and the issuance of any
 Letters of Credit by the L/C Issuer, regardless of any investigation made by any Agent or any other
 Credit Party or on their behalf and notwithstanding
 that the Administrative Agent or such other Credit Party may have had notice or knowledge of any Default or Event of
 Default or incorrect representation or warranty at the time any credit is extended, (c) shall continue in
 full force and effect until such time as this Guaranty has been terminated
 or, with respect to any Guarantor that has been released from its obligations hereunder in accordance with the
 terms of this Guaranty and the
 Credit Agreement, such time as such Guarantor has been so released, in each case in accordance with SECTION 10 hereof,
 and (d) shall be reinstated to the extent
 required by SECTION 10 hereof.


	
 

	
 


	
 

	
          (b)
 Any provision of this Guaranty held
 to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
 the extent of such invalidity,
 illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions
 hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
 provision in any other jurisdiction.





          SECTION
16. Counterparts. This Guaranty may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original but all of which, when taken together, shall
constitute a single contract. This Guaranty and the other Loan Documents constitute the entire contract
among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery
of an executed counterpart of a signature page to this Guaranty by facsimile or
other electronic transmission (e.g., a “pdf” or “tif” via e-mail) shall be as effective as delivery of a manually
executed
counterpart of this Guaranty.


          SECTION
17. Rules of Interpretation. The rules of interpretation specified in Section 1.02 through 1.06 of the Credit Agreement
shall be applicable to this Guaranty.


          SECTION
18. Jurisdiction; Waiver of Venue; Consent to Service of Process.


	
 

	
 


	
 

	
          (a)
 EACH OF THE GUARANTORS IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
 ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
 JURISDICTION OF THE COURTS OF THE STATE OF NEW





-6-







	
 

	
 


	
 

	
YORK
 SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
 NEW YORK, AND ANY APPELLATE COURT FROM
 ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
 THIS GUARANTY OR ANY OTHER LOAN DOCUMENT,
 OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE GUARANTORS
 IRREVOCABLY AND UNCONDITIONALLY AGREES
 THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
 DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT
 PERMITTED BY APPLICABLE LAW, IN SUCH
 FEDERAL COURT. EACH OF THE GUARANTORS AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER
 JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
 BY LAW. NOTHING IN THIS GUARANTY OR IN
 ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY CREDIT PARTY
 MAY OTHERWISE HAVE TO BRING ANY ACTION OR
 PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES
 IN THE COURTS OF ANY JURISDICTION.


	
 

	
 


	
 

	
          (b) EACH OF THE
 GUARANTORS IRREVOCABLY AND UNCONDITIONALLY
 WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
 LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR
 PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER
 LOAN DOCUMENT IN ANY COURT REFERRED TO IN
 PARAGRAPH (A) OF THIS SECTION. EACH
 OF THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
 INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


	
 

	
 


	
 

	
          (C)
 EACH OF THE GUARANTORS IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
 THE MANNER PROVIDED FOR NOTICES IN SECTION 14. NOTHING IN THIS GUARANTY WILL AFFECT
 THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.





          SECTION
19. Waiver of Jury Trial. EACH GUARANTOR AND EACH CREDIT PARTY (BY ITS ACCEPTANCE HEREOF) HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR AND EACH CREDIT PARTY (BY ITS ACCEPTANCE
HEREOF) (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER


-7-







PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT
IT HAS BEEN INDUCED TO ENTER INTO (OR ACCEPT) THIS GUARANTY AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS
SECTION 19.


[SIGNATURE PAGE FOLLOWS]


-8-







          IN
WITNESS WHEREOF, each Guarantor has duly executed this Guaranty as of the day
and year first above written.


	
 

	
 

	
 


	
GUARANTORS:

	
FOOT LOCKER RETAIL, INC.


	
 

	
TEAM EDITION APPAREL, INC.


	
 

	
FOOT LOCKER STORES, INC.


	
 

	
FOOT LOCKER SPECIALTY, INC.


	
 

	
ROBBY’S SPORTING GOODS, INC.


	
 

	
FOOT LOCKER CORPORATE SERVICES,
 INC.


	
 

	
FOOT LOCKER HOLDINGS, INC.


	
 

	
FOOT LOCKER SOURCING, INC.


	
 

	
FOOT LOCKER OPERATIONS, LLC


	
 

	
FL RETAIL OPERATIONS LLC


	
 

	
FL SPECIALTY OPERATIONS LLC


	
 

	
FL EUROPE HOLDINGS, INC.


	
 

	
FL CANADA HOLDINGS, INC.


	
 

	
FOOT LOCKER ASIA, INC.


	
 

	
FL CORPORATE NY, LLC


	
 

	
FL RETAIL NY, LLC


	
 

	
FL SPECIALTY NY, LLC


	
 

	
FOOT LOCKER CARD SERVICES LLC


	
 

	
as to each of the foregoing


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
  John A. Maurer


	
 

	
Title:

	
  Vice President and
 Treasurer





Signature Page to
Guaranty








EXHIBIT I


FORM OF CREDIT
CARD NOTIFICATION 


CREDIT
CARD NOTIFICATION


PREPARE
ON BORROWER/LOAN PARTY LETTERHEAD - ONE FOR EACH PROCESSOR


March __, 2009


	
 

	
 

	
 


	
To:

	
[Name and Address of Credit Card Processor]


	
 

	
(the “Processor”)


	
 

	
 

	
 


	
 

	
Re:

	
Foot Locker, Inc.


	
 

	
 

	
Merchant Account Number:____________________





Dear Sir/Madam:


          FOOT
LOCKER, INC., a New York corporation (the “Borrower”), has entered into
various financing agreements with BANK OF AMERICA, N.A., a national banking
association with offices at 100 Federal Street, 9th Floor, Boston,
Massachusetts 02110, as collateral agent (in such capacity, the “Collateral
Agent”) for its own benefit and the benefit of certain other credit parties
(the “Credit Parties”), pursuant to which the Collateral Agent and the
other Credit Parties may from time to time make loans or furnish certain other
financial accommodations to the Borrower. The Borrower’s obligations on account
of such loans and financial accommodations are secured by, among other things,
all credit card charges submitted by the Borrower to the Processor for
processing and the amounts which the Processor owes to the Borrower on account
thereof (the “Credit Card Proceeds”).


          Until
the Processor receives written notification from the Collateral Agent that the
interest of the Collateral Agent and the other Credit Parties in the Credit
Card Proceeds has been terminated, all amounts as may become due from time to
time from the Processor to the Borrower (including, without limitation, Credit
Card Proceeds, payments from any reserve account or the like, or other
payments) shall be transferred only as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
By ACH, Depository Transfer Check, or Electronic
 Depository Transfer to:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
JPMorgan Chase Bank, N.A.


	
 

	
 

	
 

	
ABA#___________


	
 

	
 

	
 

	
Account Name: Foot Locker, Inc.


	
 

	
 

	
 

	
Account No. 


	
 

	
 

	
 

	
 


	
 

	
 

	
or

	
 





1







	
 

	
 

	
 


	
 

	
(b)

	
As the Processor may be
 otherwise instructed from time to time in writing by an officer of the
 Collateral Agent.





          Upon
the written request of the Collateral Agent, a copy of each periodic statement
issued by the Processor to the Borrower should be provided to the Collateral
Agent at the following address (which address may be changed upon seven (7)
days’ written notice given to the Processor by the Collateral Agent):


	
 

	
 


	
 

	
Bank of America, N.A.

 100 Federal Street, 9th Floor

 Boston, Massachusetts 02110

 Attention: Christine Hutchinson

 Re: Foot Locker, Inc.





          The
Processor shall be fully protected in acting on any order or direction by the
Collateral Agent respecting the Credit Card Proceeds and other amounts without
making any inquiry whatsoever as to the Collateral Agent’s right or authority
to give such order or direction or as to the application of any payment made
pursuant thereto. Nothing contained herein is intended to, nor shall it be
deemed to, modify the rights and obligations of the Borrower and the Collateral
Agent under the terms of the loan arrangement and the loan documents executed
in connection therewith between, among others, the Borrower and the Collateral
Agent.


          This
Credit Card Notification may be amended only by the written agreement of the
Processor, the Borrower and the Collateral Agent and may be terminated solely
by written notice signed by an officer of the Collateral Agent. The Borrower
shall not have any right to terminate this Credit Card Notification or, except
as provided in this Credit Card Notification, amend it.


	
 

	
 

	
 


	
 

	
Very truly yours, 


	
 

	
 

	
 


	
 

	
FOOT LOCKER, INC.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	









	
 

	
 


	
cc:

	
Bank of America, N.A., as
 Collateral Agent





2







EXHIBIT J


Form of Joinder Agreement


JOINDER AGREEMENT


          This
JOINDER AGREEMENT (this “Joinder”) is made as of ________________, by and among: 


	
 

	
 


	
 

	
          ________________________,
 a ________________________ (the “New [Borrower/Guarantor]”), with its principal
 executive offices at _______________________; and


	
 

	
 


	
 

	
          BANK
 OF AMERICA, N.A., a
 national banking association with offices at 100 Federal Street, 9th Floor,
 Boston, Massachusetts 02110, as administrative agent (in such capacity, the “Administrative
 Agent”) for its own benefit and the benefit of the other Lenders; and


	
 

	
 


	
 

	
          BANK
 OF AMERICA, N.A., a
 national banking association with offices at 100 Federal Street, 9th Floor,
 Boston, Massachusetts 02110, as collateral agent (in such capacity, the “Collateral
 Agent”) for its own benefit and the benefit of the other Credit Parties;


	
 

	
 


	
          in
 consideration of the mutual covenants herein contained and benefits to be
 derived herefrom.





W I T N E S S E T H:


          A.
Reference is made to that certain Credit Agreement, dated as of March__, 2009 (as
amended, restated, amended and restated, supplemented or otherwise modified and
in effect from time to time, the “Credit Agreement”) by, among others,
(i) Foot Locker, Inc., a New York corporation (the “Existing Borrower”),
(ii) the Guarantors from time to time party thereto (the “Existing
Guarantors”), (iii) the Lenders from time to time party thereto, and (iv)
Bank of America, N.A., as Administrative Agent, Collateral Agent, L/C Issuer,
and Swing Line Lender. Capitalized terms used but not defined herein shall have
the meanings set forth in the Credit Agreement.


          B.
The New [Borrower/Guarantor] desires to become a party to, and be bound by the
terms of, the Credit Agreement and the other Loan Documents in the same
capacity and to the same extent as the Existing [Borrower/Guarantors]
thereunder.


          C.
Pursuant to the terms of the Credit Agreement, in order for the New
[Borrower/Guarantor] to become party to the Credit Agreement and the other Loan
Documents


1







as provided herein, the New
[Borrower/Guarantor] and the Existing Borrower and Existing Guarantors are
required to execute this Joinder.


          NOW,
THEREFORE, in consideration of the premises contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


	
 

	
 

	
 


	
1.

	
Joinder and Assumption of
 Obligations.
 Effective as of the date of this Joinder, the New [Borrower/Guarantor] hereby
 acknowledges that the New [Borrower/Guarantor] has received and reviewed a
 copy of the Credit Agreement and the other Loan Documents, and hereby:


	
 

	
 

	
 


	
 

	
(a)

	
joins in the execution of,
 and becomes a party to, the Credit Agreement, the Security Agreement[, the
 Facility Guaranty] and the other Loan Documents as a [Borrower/Guarantor]
 thereunder, as indicated with its signature below;


	
 

	
 

	
 


	
 

	
(b)

	
covenants and agrees to be
 bound by all covenants, agreements, liabilities and acknowledgments of a
 [Borrower/Guarantor] under the Credit Agreement, the Security Agreement[, the
 Facility Guaranty] and the other Loan Documents as of the date hereof (other than
 covenants, agreements, liabilities and acknowledgments that relate solely to
 an earlier date), in each case, with the same force and effect as if such New
 [Borrower/Guarantor] was a signatory to the Credit Agreement[, the Facility
 Guaranty] and the other Loan Documents and was expressly named as a
 [Borrower/Guarantor] (and, in the case of the Security Agreement, a Pledgor)
 therein;


	
 

	
 

	
 


	
 

	
(c)

	
makes all representations,
 warranties, and other statements of a Borrower/Guarantor] under the Credit
 Agreement, the Security Agreement[, the Facility Guaranty] and the other Loan
 Documents, as of the date hereof (other than representations, warranties and
 other statements that relate solely to an earlier date), in each case, with
 the same force and effect as if such New [Borrower/Guarantor] was a signatory
 to the Credit Agreement, the Security Agreement[, the Facility Guaranty] and
 the other Loan Documents and was expressly named as a [Borrower/Guarantor]
 (and, in the case of the Security Agreement, a Pledgor) therein; and


	
 

	
 

	
 


	
 

	
(d)

	
assumes and agrees to
 perform all applicable duties and obligations of the Existing [Borrower/Guarantors]
 under the Credit Agreement, the Security Agreement[, the Facility Guaranty]
 and the other Loan Documents.


	
 

	
 

	
 


	
2.

	
Grant of Security Interest. Without limiting the generality of
 Section 1 hereof, the New [Borrower/Guarantor] hereby grants and pledges to
 the Collateral Agent, as collateral security for the full, prompt and
 complete payment and performance when due (whether





2







	
 

	
 

	
 


	
 

	
at stated maturity, by
 acceleration or otherwise) of the Secured Obligations (as defined in the
 Security Agreement), a Lien on and security interest in, all of its right,
 title and interest in, to and under the Pledged Collateral (as defined in the
 Security Agreement) and expressly assumes all obligations and liabilities of
 a [Borrower/Guarantor] and “Pledgor” thereunder. The New [Borrower/Guarantor]
 hereby authorizes the Collateral Agent to file financing statements
 describing the Pledged Collateral (as defined in the Security Agreement) as “all
 assets of the debtor, wherever located, whether now owned or hereafter
 acquired or arising,” or words of similar import.


	
 

	
 

	
 


	
3.

	
[Guaranty. Without
 limiting the generality of Section 1 hereof, the New Guarantor (i) joins in
 the execution of, and becomes a party to, the Facility Guaranty, (ii)
 irrevocably and unconditionally guarantees the due and punctual payment when
 due (whether by stated maturity, by acceleration or otherwise) and
 performance by the Borrower of all Obligations, (iii) acknowledges and agrees
 that the New Guarantor is jointly and severally liable for all Obligations,
 and (iv) agrees that the New Guarantor shall, for all purposes, be deemed to
 be a “Guarantor”, jointly and severally with all other Guarantors under the
 Facility Guaranty.]1


	
 

	
 

	
 


	
4.

	
Supplemental Schedules. To the extent that any representations,
 warranties, and covenants of the New [Borrower/Guarantor] require any
 amendments to the schedules to the Credit Agreement, the Security Agreement
 or any of the other Loan Documents, such schedules are hereby updated, as
 evidenced by any supplemental schedules (if any) annexed to this Joinder.


	
 

	
 

	
 


	
5.

	
Conditions Precedent to
 Effectiveness. This
 Joinder shall not be effective until each of the following conditions
 precedent has been fulfilled to the reasonable satisfaction of the
 Administrative Agent:


	
 

	
 

	
 


	
 

	
(a)

	
This Joinder shall have
 been duly executed and delivered by the respective parties hereto, and shall
 be in full force and effect.


	
 

	
 

	
 


	
 

	
(b)

	
All action on the part of
 the New [Borrower/Guarantor] necessary for the valid execution, delivery and
 performance by the New [Borrower/Guarantor] of this Joinder and all other
 documentation, instruments, and agreements to be executed in connection
 herewith shall have been duly and effectively taken and evidence thereof
 reasonably satisfactory to the Administrative Agent shall have been provided
 to the Administrative Agent.


	
 

	
 

	
 


	
 

	
(c)

	
The New
 [Borrower/Guarantor] shall each have delivered the following to the
 Administrative Agent, in form and substance reasonably satisfactory to the
 Administrative Agent:









1 To be included
with respect to joinder of New Guarantors only.


3







	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Copies of the New
 [Borrower’s/Guarantor’s] Organization Documents and such other documents and
 certifications as the Administrative Agent may reasonably require to evidence
 that the New [Borrower/Guarantor] is duly organized or formed.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
Certificates of
 resolutions or other action, incumbency certificates and/or other
 certificates of Responsible Officers of the New [Borrower/Guarantor]
 evidencing (A) the authority of the New [Borrower/Guarantor] to enter into
 this Joinder and the other Loan Documents to which New [Borrower/Guarantor]
 is a party or is to be a party and (B) the identity, authority and capacity
 of each Responsible Officer thereof authorized to act as a Responsible
 Officer in connection with this Joinder and the other Loan Documents to which
 New [Borrower/Guarantor] is a party or is to be a party.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
Certificate of Legal
 Existence and Good Standing issued by the Secretary of the State of the New
 [Borrower’s/Guarantor’s] incorporation or organization.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
Certificates of Foreign
 Qualification, or similar certification evidencing the New [Borrower’s/Guarantor’s]
 qualification to engage in business, in either case issued by the Secretary
 of State of each jurisdiction where the New [Borrower’s/Guarantor’s]
 ownership, lease or operation of properties or the conduct of its business
 requires such qualification, except to the extent that failure to so qualify
 in such jurisdiction could not reasonably be expected to have a Material
 Adverse Effect.


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
A Due Diligence
 Certificate.


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
[Joinders to the Notes, as
 applicable].


	
 

	
 

	
 

	
 


	
 

	
 

	
(vii)

	
[Joinders to the Fee
 Letter].


	
 

	
 

	
 

	
 


	
 

	
(d)

	
Upon the request of the Administrative
 Agent in its sole discretion, the Administrative Agent shall have received a
 written legal opinion of the New [Borrower’s/Guarantor’s] counsel, addressed
 to the Administrative Agent, the Collateral Agent and the other Credit
 Parties, covering such matters relating to the New [Borrower/Guarantor], the Loan
 Documents and/or the transactions contemplated thereby as the Administrative
 Agent may reasonably request in accordance with Section 6.12 of the Credit
 Agreement.


	
 

	
 

	
 

	
 


	
 

	
(e)

	
To the extent required by
 the Loan Documents, the Collateral Agent shall have received all documents
 and instruments, including UCC financing statements and Blocked Account Agreements,
 required by applicable Law or reasonably





4







	
 

	
 

	
 


	
 

	
 

	
requested by the
 Administrative Agent or the Collateral Agent to create or perfect the Lien
 intended to be created under the Security Documents and all such documents
 and instruments shall have been so filed, registered or recorded to the
 satisfaction of the Administrative Agent.


	
 

	
 

	
 


	
 

	
(f)

	
The New
 [Borrower/Guarantor] shall have paid in full all reasonable fees and expenses
 incurred by the Agents (including, without limitation, the reasonable fees
 and expenses of counsel to the Agents) in connection with the preparation,
 negotiation, execution and delivery of this Joinder and related documents.


	
 

	
 

	
 


	
6.

	
Miscellaneous.


	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
This Joinder and the other
 Loan Documents and instruments referred to herein express the entire
 understanding of the parties with respect to the transactions contemplated
 hereby. No prior negotiations or discussions shall limit, modify, or
 otherwise affect the provisions hereof.


	
 

	
 

	
 


	
 

	
(c)

	
Any determination that any
 provision of this Joinder or any application hereof is invalid, illegal or
 unenforceable in any respect and in any instance shall not affect the
 validity, legality, or enforceability of such provision in any other
 instance, or the validity, legality or enforceability of any other provisions
 of this Joinder.


	
 

	
 

	
 


	
 

	
(d)

	
The New [Borrower/Guarantor]
 warrants and represents that the New [Borrower/Guarantor] is not relying on
 any representations or warranties of the Administrative Agent, the Collateral
 Agent or the other Credit Parties or their counsel in entering into this
 Joinder.


	
 

	
 

	
 


	
 

	
(e)

	
THIS JOINDER SHALL BE GOVERNED
 BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
 (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT INCLUDING GENERAL
 OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).





[SIGNATURE PAGES FOLLOW]


5







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


	
 

	
 

	
 


	
 

	
NEW [BORROWER/GUARANTOR]:


	
 

	
 

	
 


	
 

	
[______________________________]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 


	
 

	
ADMINISTRATIVE AGENT:


	
 

	
 


	
 

	
BANK OF AMERICA, N.A.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
COLLATERAL AGENT: 


	
 

	
 


	
 

	
BANK OF AMERICA, N.A.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	






Signature Page to Joinder Agreement







Supplemental Schedules to Loan Documents


[see attached]


Joinder Agreement