ex10-7.htm













	  

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 







 







 


BANK OF AMERICA, N.A.


 


As Lender


 


And


 


AEROPOSTALE, INC.


 


The Borrower


 







 


November 13, 2007












 


 






  





  











  













TABLE OF CONTENTS


 


 


 


 



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





 


   




  





ii











  






 


 



 



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





 




 




  





iii











  




 


 



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



 







 




 




  





iv











  






 


 




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





 




 



 








  





v











  








 


EXHIBITS


 


2-8                      :           Revolving Credit Note


4-2                      :           Related Entities


4-3                      :           Trade Names


4-5                      :           Locations, Leases, and Landlords


4-6                      :           Encumbrances


4-7                      :           Indebtedness


4-8                      :           Insurance Policies


4-10                    :           Capital Leases


4-13                    :           Taxes


4-17                    :           Litigation


4-22                    :           Permitted Management Fees and Other Affiliated Transactions


4-23                    :           Excluded Assets


5-5                      :           Form of Borrowing  Base Certificate


6-3                      :           Bonds and Deposits


7-1                      :           DDAs


7-2                      :           Credit Card Arrangements






  





vi











  








SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


November 13, 2007


 


THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is made between


 


Bank of America, N.A. (the “Lender”), a national banking association with offices at 100 Federal Street, Boston, Massachusetts  02110


 


and


 


Aeropostale, Inc., (hereinafter, the “Borrower”), a Delaware corporation with its principal executive offices at 1372 Broadway,  New York, New York  10020


 


in consideration of the mutual covenants contained herein and benefits to be derived herefrom,


 









WITNESSETH:




 


WHEREAS, Aeropostale, Inc., f/k/a MSS-Delaware, Inc. entered into an Amended and Restated Loan and Security Agreement dated as of October 7, 2003 with Fleet Retail Finance Inc, as agent for the lenders party thereto and such lenders (as amended and in effect, the “Existing Loan Agreement”); and


 


WHEREAS, Fleet Retail Finance, Inc. has assigned all of its right, title and interest under the Existing Loan Agreement to Bank of America, N.A.;


 


WHEREAS, Aeropostale, Inc., is the successor in interest by merger to MSS-Delaware, Inc. and


 


WHEREAS, the Borrower desires to amend and restate the Existing Loan Agreement in order (a) to increase the amount of the Loan Ceiling (as hereinafter defined) to $150,000,000, and (b) to make certain other amendments to the terms and conditions of the Existing Loan Agreement; and


 


NOW, THEREFORE, the parties hereto agree that the Existing Loan Agreement shall be amended and restated in its entirety to read as follows:


 


Article 1 - Definitions:


 


As herein used, the following terms have the following meanings or are defined in the section of this Agreement so indicated:


 



	
  

	
“Acceptable Blank Stock Inventory”:  Inventory of the Loan Parties which consists of blank t-shirts and other items of apparel which are in the possession of third Persons for processing, which Inventory otherwise would be deemed Acceptable Inventory and as to which the Lender has received an agreement from such processor in form and substance reasonably acceptable to the Lender.







 


 




  





  











  






 


 



	
  

	
“Acceptable L/C Inventory”:  Inventory which is the subject of a Documentary L/C in favor of a foreign manufacturer or vendor of such Inventory, which Inventory is to be manufactured for, or delivered to, the Loan Parties and will become Acceptable In-Transit Inventory within seventy-five (75) days after the date of issuance of the Documentary L/C.







 



	
  

	
“Acceptable In-Transit Inventory”:  Inventory-in-transit to a Loan Party, title to which has passed to the Loan Party which Inventory has been placed with a carrier (f.o.b.) for shipment to the Loan Parties , and which Inventory is scheduled to be received within fifty (50) days at a Loan Party’s distribution center, as to which Inventory the Lender has a perfected security interest which is prior and superior to all security interests, claims, and all Encumbrances other than Permitted Encumbrances (it being understood, however, that the Lender will not require possession of the Documents of Title or any foreign filings to be deemed “perfected”); provided that such Inventory shall be deemed to be Acceptable In-Transit Inventory only if the Lender has received an agreement (to the extent relevant to such Inventory) with (i) each sourcing agent under any of the Loan Party’s sourcing agreements, and (ii) each Loan Party’s custom brokers, each satisfactory in form and substance to the Lender.  Notwithstanding the foregoing, the Lender, periodically (but in no event in months other than July through October of any year), may, in its reasonable discretion, include Inventory which otherwise satisfies the requirements of this definition but for the fact that title has not yet passed to a Loan Party as Acceptable In-Transit Inventory, but only if the Lender has received written confirmation from the applicable sourcing agent that title to such Inventory will pass to a Loan Party upon receipt of payment of a sum certain and the Borrower has requested the Lender to make, and has Availability for, a Revolving Credit Loan to pay such sourcing agent in such amount.







 



	
  

	
“Acceptable Inventory”:  Such of the Loan Parties Inventory, at such locations, and of such types, character, qualities and quantities, as the Lender in its sole discretion from time to time determines to be acceptable for borrowing, including, without limitation, Acceptable In-Transit Inventory and Acceptable L/C Inventory (but excluding Acceptable Blank Stock Inventory), as to which Inventory, the Lender has a perfected security interest which is prior and superior to all security interests, claims, and all Encumbrances other than Permitted Encumbrances.  Without limiting the generality of the foregoing, Acceptable Inventory shall in no event include Inventory that is not salable, non-merchandise categories (such as labels, bags and packaging), Inventory not located in the United States (other than Acceptable In-Transit Inventory and Acceptable L/C Inventory), samples, damaged goods, return-to-vendor merchandise, and packaway Inventory.







 



	
  

	
“Accounts” and “Accounts Receivable” include, without limitation, “accounts” as defined in the UCC, and also all:  accounts, accounts receivable, credit card receivables, notes, drafts, acceptances, and other forms of obligations and receivables and rights to payment for credit extended and for goods sold or leased, or services rendered, whether or not yet earned by performance; all “contract rights” as formerly defined in the UCC; all Inventory which gave rise thereto, and all rights associated with such Inventory, including the right of stoppage in transit; and all reclaimed, returned, rejected or repossessed Inventory (if any) the sale of which gave rise to any Account.







 


 




  





-2-











  






 


 



	
 

	

“ACH”: Automated clearing house.









 



	
 

	
"Account Debtor": Has the meaning given that term in the UCC and includes all credit card processors of the Borrower.







 



	
 

	
"Adjusted Eurodollar Rate": With respect to any Eurodollar Loan for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of one percent) equal to (a) the Eurodollar Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.







 



	
 

	
"AGC": Aero GC Management LLC, a Virginia Limited Liability Company with an address of 112 West 34th Street., New York, New York 10120, a single member managed LLC, where Borrower is the sole member.







 



	
 

	

“Aeropostale Canada”: Aeropostale Canada, Inc., an Ontario Canada corporation with a United States address of 112 West 34th Street., New York, New York 10120, a wholly owned Subsidiary of the Borrower.









 



	
 

	

“Affiliate”: With respect to any two Persons, a relationship in which (a) one holds, directly or indirectly, not less than twenty-five percent (25%) of the capital stock, beneficial interests, partnership interests, or other equity interests of the other; or (b) one has, directly or indirectly, the right, under ordinary circumstances, to vote for the election of a majority  of the directors (or other body or Person who has those powers customarily vested in a board of directors of a corporation); or (c) not less than twenty- five percent (25%) of their respective ownership is directly or indirectly held by the same third Person.









 



	
 

	

“Aggregate Outstandings”: At any time of determination, the sum of (a) the Revolving Credit Loans outstanding, plus (b) the Stated Amount of L/Cs outstanding.









 



	
  

	
“Applicable Margin”: Shall mean the following percentages based upon the following performance criteria:







 



	
Level

	
Average Outstandings

	
Eurodollar Loans Margin


 

	
Prime Rate Margin

	
Line (Unused) Fee


	
I

	
Less than $50,000,000

	
0.75%

	
0%

	
0.125%


	
II

	
Greater than or equal to $50,000,000 and less than $100,000,000

	
1.00%

	
0%

	
0.125%


	
III

	
Greater than or equal to $100,000,000

	
1.25%

	
0%

	
0.15%







 


The Applicable Margin shall be adjusted quarterly as of the first day of each February, May, August, and November, commencing February 1, 2008, based upon the Borrower’s Average Outstandings calculated for the most recent quarter then ended. Upon the occurrence of an Event of Default, at the option of the Lender, interest shall be determined in the manner set forth in Section 2-10(f).


 


 




  





-3-











  






 


 



	
 

	

“Appraised Value”: The net appraised liquidation value of the Loan Parties’ Inventory as set forth in the Loan Parties’ stock ledger (expressed as a percentage of the Cost of such Inventory), each as reasonably determined from time to time by the Lender in accordance with its customary procedures and based upon the most recent appraisal conducted hereunder by an independent appraiser reasonably satisfactory to the Lender.









 



	
 

	

“Availability”: The lesser of the Loan Ceiling or the Borrowing Base;









 


Minus


 


(I) The then unpaid principal balance of the Loan Account.


 


Minus


 


(II) The then Stated Amount of all L/C’s.


 


Minus


 


(III) Unreimbursed L/C Obligations.


 



	
 

	
"Average Outstandings": For any three month period, the sum of (a) the average Revolving Credit Loans outstanding during such period, plus (b) the average Stated Amount of L/Cs outstanding during such period.







 



	
  

	
“AWI”:  Aeropostale West, Inc., a Delaware corporation with an address of 201 Willowbrook Blvd., Wayne, New Jersey 07470, a wholly owned Subsidiary of the Borrower.







 



	
 

	

“Bank Products”: Any services or facilities provided to a Loan Party by the Lender or any of its Affiliates (but excluding Cash Management Services), including without limitation, on account of leasing, swap and other hedging contracts.









 


 




  





-4-











  






 


 



	
 

	

“Bank Product Reserves”: Such reserves as the Lender from time to time determine in its discretion as being appropriate to reflect the liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding.









 



	
 

	
"Bankruptcy Code": Title 11, U.S.C., as amended from time to time.







 



	
 

	
"Base Rate Loan": Each Revolving Credit Loan while bearing interest at the Prime Rate.







 



	
 

	

“Blocked Account”: Is defined in Section 7-3.   









 



	
 

	
"Borrower": Is defined in the Preamble.







 



	
 

	

“Borrowing Base”: The amounts calculated to the following formulae, as applicable:









 



	
  

	
(a)

	
If the outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs is less than or equal to $75,000,000 in the aggregate, the result of the following:







 


(i)          95% of the book value (as determined in accordance with GAAP) of Acceptable Inventory,


 


plus


 


(ii)          85% of the face amount of Eligible Credit Card Receivable;


 


minus


 


(iii)          Reserves.


 



	
  

	
(b)

	
If the outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs is greater than $75,000,000 in the aggregate, the result of the following:







 


(i)          85% of the most recent Appraised Value of Acceptable Inventory multiplied by the Cost of Acceptable Inventory,


 


plus


 


(ii)          85% of the face amount of Eligible Credit Card Receivable;


 


minus


 


(iii)          Reserves.


 



	
 

	
“Borrowing Base Certificate”: Is defined in Section 5-5.







 



	
 

	

“Business Day”: Any day other than (a) a Saturday or  Sunday; (b) any day on which banks in Boston, Massachusetts or New York, New York, generally are not open to the general public for the purpose of conducting commercial banking business; or (c) a day on which the Lender is not open to the general public to conduct business, and, if such day relates to any Eurodollar Loan, means any such day on which dealings in dollar deposits are conducted by and between banks in the London interbank market.









 


 


 




  





-5-











  






 


 



	
 

	
"Business Plan": The Borrower’s then current business plan and any revision, amendment, or update of such business plan to which the Lender has provided its written sign-off.







 



	
 

	
"Capital Expenditures": The expenditure of funds or the incurrence of liabilities which are capitalized in accordance with GAAP, provided that for purposes of this Agreement, capital expenditures funded by the proceeds from the incurrence of Indebtedness permitted hereunder, by the proceeds received from the sale of assets permitted pursuant to §4-12(d) hereof, by casualty insurance proceeds or condemnation proceeds shall, to the extent of such proceeds, not be deemed Capital Expenditures.







 



	
 

	

“Capital Lease”: Any lease which is capitalized in accordance with GAAP.









 



	
 

	

“Cash Dominion Event”: Either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrowers to maintain Availability in an amount greater than 15% of the then Borrowing Base.  For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing (i) so long as such Event of Default has not been waived, and/or (ii) if the Cash Dominion Event arises as a result of the Borrowers’ failure to achieve Availability as required hereunder, until Availability has exceeded 15% of the then Borrowing Base for 30 consecutive Business Days, in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of this Agreement; provided that a Cash Dominion Event shall be deemed continuing (even if an Event of Default is no longer continuing and/or Availability exceeds the required amount for 30 consecutive Business Days) at all times after a Cash Dominion Event has occurred and been discontinued on two (2) occasion(s) during any calendar year.









 



	
  

	
“Cash Equivalents” shall mean, as to any Person, (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition by such Person, (ii) time deposits and certificates of deposit of any commercial bank incorporated in the United States of recognized standing having capital and surplus in excess of $100,000,000 with maturities of not more than twelve (12) months from the date of acquisition by such Person, (iii) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clause (i) above, provided that there shall be no restriction on the maturities of such underlying securities pursuant to this clause (iii) entered into with a bank meeting the qualifications specified in clause (ii) above, (iv) commercial paper issued by the parent corporation of any commercial bank (provided that the parent corporation and the bank are both incorporated in the United States) of recognized standing having capital and surplus in excess of $500,000,000 and commercial paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard & Poor’s Ratings Group or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc. and in each case maturing not more than twelve (12) months after the date of acquisition by such Person, and (v) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (v) above.







 


 




  





-6-











  






 


 



	
 

	

“Cash Management Reserves ”: Such reserves as the Lender, from time to time, determines in its discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding.









 



	
 

	

“Cash Management Services”: Any one or more of the following types or services or facilities provided to a Loan Party by the Lender or any of its Affiliates: (a) automated clearinghouse transactions, (b) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer services, (c) foreign exchange facilities, (d) credit or debit cards, and (e) merchant card services.









 



	
 

	

“Change in Control”: The occurrence of any of the following:









 


(a)           The acquisition, by any group of persons (within the meaning of the Securities Exchange Act of 1934, as amended) or by any Person, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission) of 30% or more of the issued and outstanding capital stock of the Borrower (on a fully diluted basis) having the right, under ordinary circumstances, to vote for the election of directors of the Borrower.


 


(b)            Persons (“Continuing Directors”) who (i) were directors of the Borrower on the first day of any period consisting of twelve (12) consecutive calendar months (the first of which twelve (12) month periods commencing with the first day of the month during which this Agreement was executed), or (ii) subsequently became directors of the Borrower and whose initial election or initial nomination for election subsequent to that date was approved by a majority of the Continuing Directors then on the board of directors of the Borrower cease, for any reason other than death or disability or replacement (in the ordinary course of business and not as a result of any change in the equity ownership of the Borrower), to constitute a majority of the directors of the Borrower.


 



	
 

	

“Chattel Paper”: Has the meaning given that term in the UCC.









 



	
 

	

“Collateral”: Is defined in Section 8-1.









 


 




  





-7-











  






 


 



	
  

	
“Commercial Tort Claim”: Has the meaning given that term in the UCC.







 



	
  

	
“Commitment”: Subject to the provisions of Section 2-23, as of the Second Amendment Effective Date, as follows:







 



	
LENDER

	
DOLLAR COMMITMENT

	
COMMITMENT PERCENTAGE


	
Bank of America, N.A.

	
$150,000,000.00

	
100%







 



	
  

	
“Commitment Percentage”: As provided in the Definition of “Commitment”, above.







                                                          



	
 

	

“Concentration Account”: Is defined in Section 7-3.









 



	
  

	
“Consolidated”: With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrower and its Subsidiaries, consolidated in accordance with GAAP.







 



	
 

	

“Cost”: The lower of









 


(a)           the calculated cost of purchases, as determined from invoices received by the Borrower, the Borrower’s purchase journal or stock ledger, based upon the Borrower’s accounting practices, known to the Lender, which practices are in effect on the date on which this Agreement was executed; or


 


(b)           the cost equivalent of the lowest ticketed or promoted price at which the subject inventory is offered to the public, after all mark-downs (whether or not such price is then reflected on the Borrower’s accounting system), which cost equivalent is determined in accordance with the retail method of accounting, reflecting the Borrower’s historic business practices.


 


“Cost” does not include inventory capitalization costs or other non-purchase price charges (such as freight) used in the Borrower’s calculation of cost of goods sold.


 



	
 

	

“Cost Factor”: The result of 1 minus the Borrower’s then cumulative markup percent derived from the Borrower’s purchase journal on a rolling 12-month basis.









 



	
 

	

“Costs of Collection”: Includes, without limitation, all reasonable attorneys’ fees and reasonable out-of-pocket expenses incurred by the  Lender’s attorneys, and all reasonable costs incurred by the Lender in the administration of the Liabilities and/or the Loan Documents, including, without limitation, reasonable costs and expenses associated with travel on behalf of the Lender, which costs and expenses are directly or indirectly related to or in respect of the Lender’s:  administration and management of the Liabilities (other than customary overhead expenses); negotiation, documentation, and amendment of any Loan Document; or efforts to preserve, protect, collect, or enforce the Collateral, the Liabilities, and/or the Lender’s Rights and Remedies and/or any of the Lender’s rights and remedies against or in respect of any guarantor or other person liable in respect of the Liabilities (whether or not suit is instituted in connection with such efforts).  The Costs of Collection are Liabilities, and at the Lender’s option may bear interest at the highest post-default rate which the Lender may charge the Borrower hereunder as if such had been lent, advanced, and credited by the Lender to, or for the benefit of, the Borrower. Notwithstanding the foregoing, the entitlement of any Lender to “Costs of Collection” is limited to the extent provided in §14-7 hereof.









 


 


 




  





-8-











  






 


 



	
 

	
"DDA": Any checking or other demand daily depository account maintained by a Loan Party.







 



	
  

	
"Default Interest Event":  The occurrence of any of the following:







 


(a)           The acceleration of the time for payment of the Liabilities upon the occurrence of an Event of Default.


 


(b)           The occurrence of any Event of Default under Sections 10-1, 10-2, 10-11 or 10-12 hereof.


 


(c)The failure of the Borrower to comply with the provisions of Section 5-5(which failure continues for five Business Days), or Sections 5-6 or 5-7 (which failures continue for fifteen (15) Business Days), or Article 7.


 



	
 

	

“Deposit Account”: Has the meaning given that term in the UCC.









 



	
 

	
"Documents": Has the meaning given that term in the UCC.







 



	
 

	

“Documents of Title”: Has the meaning given that term in the UCC.









 




	
 

	

“Dollar Commitment”: As provided in the Definition of “Commitment”, above.









 





	
 

	

“Eligible Credit Card Receivables”:  As of any date of determination, Accounts due to a Loan Party from VISA, MasterCard, American Express, Diners Club, Discovercard, and other major credit card processors reasonably acceptable to the Lender, in its reasonable discretion, as arise in the ordinary course of business, and which have been earned by performance and are deemed by the Lender in its discretion to be eligible for inclusion in the calculation of the Borrowing Base.  None of the following shall be deemed to be Eligible Credit Card Receivables:









                                                                               


(a)           Accounts that have been outstanding for more than five (5) Business Days from the date of sale;


 


 




  





-9-











  






 


 


(b)           Accounts with respect to which a Loan Party does not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Lender);


 


(c)           Accounts that are not subject to a first priority security interest in favor of the Lender;


 


(d)           Accounts which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted by the related credit card processor (but only to the extent of such dispute, counterclaim, offset or chargeback);


 


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


 


(f)           Accounts arising from the use of a private label credit card of a Loan Party; or


 


(g)           Accounts (other than VISA, Master Card, American Express, Diners Club and Discovercard) which the Lender determines in its reasonable commercial discretion acting in good faith to be unlikely to be collected.


 



	
 

	

“Employee Benefit Plan”: As defined in Section 3(2) of ERISA.









 



	
 

	

“Encumbrance”: Each of the following:









 


(a)           Any security interest, mortgage, pledge, hypothecation, lien, attachment, or charge of any kind (including any agreement to give any of the foregoing); the interest of a lessor under a Capital Lease; conditional sale or other title retention agreement; sale (to the extent of recourse) of accounts receivable or chattel paper; or other arrangement pursuant to which any Person is entitled to any preference or priority with respect to the property or assets of another Person or the income or profits of such other Person or which constitutes an interest in property to secure an obligation; each of the foregoing whether consensual or non-consensual and whether arising by way of agreement, operation of law, legal process or otherwise.


 


(b)           The filing of any financing statement under the UCC or comparable law of any jurisdiction.


 



	
 

	

“End Date”: The date upon which both (a) all Liabilities (other than indemnities, not then due and payable, which survive repayment of the Revolving Credit Loans and L/Cs and termination of the Commitments) have been paid in full and (b) all obligations of any Lender to make loans and advances and to provide other financial accommodations to the Borrower hereunder shall have been irrevocably terminated.









 


 


 




  





-10-











  






 


 


 



	
 

	

“Environmental Laws”: All of the following:









 


(a)           Any and all federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements which regulate or relate to, or impose any standard of conduct or liability on account of or in respect to environmental protection matters, including, without limitation, Hazardous Materials, as are now or hereafter in effect.


 


(b)           The common law relating to damage to Persons or property from Hazardous Materials.


 



	
 

	

“Equipment”: Includes, without limitation, “equipment” as defined in the UCC, and also all motor vehicles, rolling stock, machinery, office equipment, plant equipment, tools, dies, molds, store fixtures, furniture, and other goods, property, and assets which are used and/or were purchased for use in the operation or furtherance of the Borrower’s business, and any and all accessions or additions thereto, and substitutions therefor.









 



	
 

	

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.









 



	
 

	

“ERISA Affiliate”: Any Person which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which would be treated as a single employer under Section 414 of the Internal Revenue Code of 1986, as amended.









 



	
 

	

“Eurodollar Business Day”: Any day which is both a Business Day and a day on which the principal Eurodollar market in which Bank of America, N.A. participates is open for dealings in United States Dollar deposits.









 



	
 

	

“Eurodollar Loan”: Any Revolving Credit Loan which bears interest at the Adjusted Eurodollar Rate.









 



	
 

	

"Eurodollar Rate”: For any Interest Period with respect to a Eurodollar Loan, (a) the rate per annum equal to the rate determined by the Lender to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Lender to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Lender as the rate of interest at which deposits in dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by Bank of America, N.A. and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two Business Days prior to the first day of such Interest Period.









 


 




  





-11-











  






 


 



	
 

	

“Events of Default”: Is defined in Article 10.









 



	
  

	
“Existing Loan Agreement”: Has the meaning set forth in the Recitals hereto.







 



	
 

	

“Federal Funds Effective Rate”: For any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions.









 



	
 

	

“Fee Letter”: The letter agreement, dated November 13, 2007, between the Borrower and the Lender with respect to certain fees payable to the Lender in connection with this Agreement..









 



	
 

	

“Fixtures”: Has the meaning given that term in the UCC.









 



	
 

	

“GAAP”: Principles which are consistent with those promulgated or adopted by the Financial Accounting Standards Board and its predecessors (or successors) in effect and applicable to that accounting period in respect of which reference to GAAP is being made, provided, however, in the event of a Material Accounting Change, then unless otherwise specifically agreed to by the Lender, the Borrower shall include, with its monthly,  quarterly, and annual financial statements a schedule, certified by the Borrower’s chief financial officer, on which the effect of such Material Accounting Change to the statement with which provided shall be described.









 



	
 

	

“General Intangibles”: Includes, without limitation, “general intangibles” as defined in the UCC; and also all: rights to payment for credit extended; deposits; amounts due to a Loan Party; credit memoranda in favor of a Loan Party; warranty claims; tax refunds and abatements; insurance refunds and premium rebates; all means and vehicles of investment or hedging, including, without limitation, options, warrants, and futures contracts; records; customer lists; telephone numbers; goodwill; causes of action; judgments; payments under any settlement or other agreement; literary rights; rights to performance; royalties; license and/or franchise fees; rights of admission; licenses; franchises; license agreements, including all rights of a Loan Party to enforce same; permits, certificates of convenience and necessity, and similar rights granted by any governmental authority; patents, patent applications, patents pending, and other intellectual property; internet addresses and domain names; developmental ideas and concepts; proprietary processes; blueprints, drawings, designs, diagrams, plans, reports, and charts; catalogs; manuals; technical data; computer software programs (including the source and object codes therefor), computer records, computer software, rights of access to computer record service bureaus, service bureau computer contracts, and computer data; tapes, disks, semi-conductors chips and printouts; trade secrets rights, copyrights, mask work rights and interests, and derivative works and interests; user, technical reference, and other manuals and materials; trade names, trademarks, service marks, and all goodwill relating thereto; applications for registration of the foregoing; and all other general intangible property of the Loan Parties in the nature of intellectual property; proposals; cost estimates, and reproductions on paper, or otherwise, of any and all concepts or ideas, and any matter related to, or connected with, the design, development, manufacture, sale, marketing, leasing, or use of any or all property produced, sold or leased, by a Loan Party or credit extended or services performed, by a Loan Party, whether intended for an individual customer or the general business of a Loan Party, or used or useful in connection with research by a Loan Party.









 


 


 




  





-12-











  






 


 



	
 

	

“Goods”: Has the meaning given that term in the UCC.









 



	
  

	
“Guarantor” and “Guarantors”: means individually and collectively AWI, Jimmy’Z, AGC and any other subsidiary of the Borrower which executes and delivers a Guarantor Agreement.







 



	
 

	

“Guarantor Agreement”: Each instrument and document executed by a Guarantor of the Liabilities to evidence or secure the Guarantor’s guaranty thereof.









 



	
 

	

“Hazardous Materials”: Any (a) hazardous materials, hazardous waste, hazardous or toxic substances, petroleum products, which (as to any of the foregoing) are defined or regulated as a hazardous material in or under any Environmental Law and (b) oil in any physical state.









 



	
 

	

“Indebtedness”: All indebtedness and obligations of or assumed by any Person on account of or in respect to any of the following:









 


(a)           In respect of money borrowed (including any indebtedness which is non-recourse to the credit of such Person but which is secured by an Encumbrance on any asset of such Person) whether or not evidenced by a promissory note, bond, debenture or other written obligation to pay money.


 


 




  





-13-











  






 


 


 


(b)           In connection with any letter of credit or acceptance transaction (including, without limitation, the face amount of all letters of credit and acceptances issued for the account of such Person or reimbursement on account of which such Person would be obligated).


 


(c)           In connection with the sale or discount of accounts receivable or chattel paper of such Person other than the sale of retail Accounts to credit card processors.


 


(d)           On account of deposits or advances.


 


(e)           As lessee under Capital Leases.


 


(f)           On account of net obligations under any swap or hedging contract.


 


(g)           With respect to obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any equity interest in such Person or any other Person, or any warrant, right or option to acquire such equity interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends.


 


“Indebtedness” also includes:


 


(x)           Indebtedness of others secured by an Encumbrance on any asset of such Person, whether or not such Indebtedness is assumed by such Person.


 


(y)           Any guaranty, endorsement, suretyship or other undertaking pursuant to which that Person may be liable on account of any Indebtedness of any third party, other than endorsements of negotiable instruments for collection in the ordinary course of business.


 


(z)           The Indebtedness of a partnership or joint venture in which such Person is a general partner or joint venturer to the extent that the holder of such Indebtedness has recourse to such Person.


 



	
 

	
“Indemnified Claim”: Is defined in Section 14-11.







 



	
 

	

“Indemnified Person”: Is defined in Section 14-11.









 



	
 

	

“Instruments”: Has the meaning given that term in the UCC.









 



	
 

	

“Interest Payment Date”: With reference to:









 


Each Eurodollar Loan: The last day of the Interest Period relating thereto and, in addition, if such Eurodollar Loan has an Interest Period of greater than three months, the last day of the third month of such Interest Period; the Termination Date; and the End Date.


 


 




  





-14-











  






 


 


Each Base Rate Loan: the first day of each month; the Termination Date; and the End Date.


 





	  	“Interest Period”:	(a)	With respect to each Eurodollar Loan: Subject to Subsection (c), below, the period commencing on the date of the making or continuation of, or conversion to, the subject Eurodollar Loan and ending one, two, three or six months thereafter, as the Borrower may elect by notice (pursuant to Section 2-5(a)) to the Lender.







	  	 	(b)	With respect to each Base Rate Loan: Subject to Subsection (c), below, the period commencing on the date of the making or continuation of or conversion to such Base Rate Loan and ending on that date (i) as of which the subject Base Rate Loan is converted to a Eurodollar Loan, as the Borrower may elect by notice (pursuant to Section 2-5(a)) to the Lender, or (ii) on which the subject Base Rate Loan is paid by the Borrower.





 



	  	 	(c)	The setting of Interest Periods is in all instances subject to the following:





 


(i)           Any Interest Period for a Base Rate Loan which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day.


 


(ii)           Any Interest Period for a Eurodollar Loan which would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless that succeeding Business Day is in the next calendar month, in which event such Interest Period shall end on the last Business Day of the month during which the Interest Period ends.


 


(iii)           Subject to Subsection (iv), below, any Interest Period applicable to a Eurodollar Loan, which Interest Period begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest Period ends, shall end on the last Business Day of the month during which that Interest Period ends.


 


(iv)           Any Interest Period which would otherwise end after the Termination Date shall end on the Termination Date.


 


(v)           The number of Interest Periods in effect at any one time is subject to Section 2-10(d) hereof.


 



	
 

	


“Inventory”: Includes, without limitation, “inventory” as defined in the UCC and also all:  packaging, advertising, and shipping materials related to any of the foregoing, and all names or marks affixed or to be affixed thereto for identifying or selling the same; Goods held for sale or lease or furnished or to be furnished under a contract or contracts of sale or service by the Borrower, or used or consumed or to be used or consumed in the Borrower’s business; Goods of said description in transit: returned, repossessed and rejected Goods of said description; and all documents (whether or not negotiable) which represent any of the foregoing











 


 




  





-15-











  






 


 



	
 

	

“Investment Property”: Has the meaning given that term in the UCC.









 



	
 

	

“ISP”: With respect to any L/C, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).









 



	
 

	

“Issuer”: Bank of America, N.A.









 



	
 

	
"Jimmy’Z”: Jimmy’Z Surf Co., Inc., a Delaware corporation with an address of 112 West 34th Street, New York, New York 10120, a wholly owned Subsidiary of the Borrower.







 



	
 

	

“L/C”: Any letter of credit, the issuance of which is procured by the Lender for the account of the Borrower and any banker’s acceptance made on account of such letter of credit.









 



	
 

	

“Lease”: Any lease or other agreement, no matter how styled or structured, pursuant to which the Borrower is entitled to the use or occupancy of any space.









 



	
 

	

“Lender”: Defined in the Preamble to this Agreement.









 



	
 

	

“Lender’s Rights and Remedies”: Is defined in Section 11-6.









 



	
  

	
“Letter of Credit Rights”: Has the meaning given that term in the UCC and also shall refer to any right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or at the time is entitled to demand payment or performance.







 



	
 

	

“Liabilities” (in the singular, “Liability”): Includes, without limitation, all and each of the following, whether now existing or hereafter arising:









 


(a)           Any and all direct and indirect liabilities, debts, and obligations of the Borrower to the Lender, each of every kind, nature, and description under the Loan Documents.


 


(b)           Each obligation to repay any loan, advance, indebtedness, note, obligation, overdraft, or amount now or hereafter owing by the Borrower to the Lender under the Loan Documents (including all future advances whether or not made pursuant to a commitment by the Lender), whether or not any of such are liquidated, unliquidated, primary, secondary, secured, unsecured, direct, indirect, absolute, contingent, or of any other type, nature, or description, or by reason of any cause of action which the Lender may hold against the Borrower under the Loan Documents.


 


 




  





-16-











  






 


 


(c)           All notes and other obligations of the Borrower now or hereafter assigned to or held by the Lender with respect to the Loan Documents, each of every kind, nature, and description.


 


(d)           All interest, fees, and charges and other amounts which may be charged by the Lender to the Borrower under the Loan Documents and/or which may be due from the Borrower to the Lender under the Loan Documents from time to time.


 


(e)           All costs and expenses incurred or paid by the Lender in respect of any of the Loan Documents (including, without limitation, Costs of Collection, reasonable attorneys’ fees, and all court and litigation costs and expenses).


 


(f)           Any and all covenants of the Borrower to or with the  Lender and any and all obligations of the Borrower to act or to refrain from acting in accordance with under Loan Documents.


 


(f)           All obligations on account of Bank Products and Cash Management Services.


 


(g)           Each of the foregoing as if each reference to the “Lender “ therein were to each Affiliate of the Lender.


 



	
 

	
"Line (Unused) Fee”: Is defined in Section 2-13.







 



	
 

	

“Liquidity Requirement”: With respect to any acquisition or payment, (i) no Suspension Event or Event of Default then exists or would arise from the consummation of the specified transaction and the making of any payments with respect thereto, (ii) the Borrower has furnished the Lender with a pro forma balance sheet, income statement and cash flow statement (including, without limitation, a projection of Availability) for the subsequent 12 month period, after giving effect to the consummation of the specified transaction and the making of any payments with respect thereto; and (iii) the Lender is reasonably satisfied that Availability, after giving effect to such specified transaction and the making of any payments with respect thereto, will be at least equal to 20% of the Borrowing Base for the 12 months following such specified transaction and the making of such payments; and (iv) the Lender is reasonably satisfied that, after giving effect to such specified transaction and the making of any payments with respect thereto, the Borrower will be solvent.









 



	
 

	

“Loan Account”: Is defined in Section 2-7.









 



	
 

	

“Loan Ceiling”: $150,000,000.00.









 


 




  





-17-











  






 


 


 



	
 

	

“Loan Documents”: This Agreement, each instrument and document executed and/or delivered as contemplated by Article 3, below, and each other instrument or document from time to time executed and/or delivered in connection with the arrangements contemplated hereby or in connection with any transaction which arises out of any depository, letter of credit, interest rate protection, foreign exchange or other hedging agreement, or equipment leasing services provided by the Lender or any Affiliate of the  Lender, as each may be amended from time to time.









 



	
 

	
 “Loan Party” or “Loan Parties”: individually and collectively the Borrower and each Guarantor.







 



	
 

	

“Material Accounting Change”: Any change in GAAP applicable to accounting periods subsequent to the Borrower’s fiscal year most recently completed prior to the execution of this Agreement, which change has a material effect on the Borrower’s financial condition or operating results, as reflected on financial statements and reports prepared by or for the Borrower, when compared with such condition or results as if such change had not taken place.









 



	
 

	

“Material Adverse Effect”: A material adverse effect upon (i) the  Loan Parties  business, properties, operations or financial affairs, taken as a whole, or (ii) the Collateral, taken as a whole, or (iii) the ability of the Loan Parties to perform their respective obligations under this Agreement and the other Loan Documents, taken as a whole, or (iv) the validity, enforceability, perfection or priority of this Agreement or the other Loan Documents or of the rights and remedies of the Lender under any Loan Document, taken as a whole.









 



	
 

	

“Maturity Date”: November 13, 2012.









 



	
 

	

“Operating Account”: Is defined in Section 7-3. 









 



	
 

	

“Participant”: Is defined in Section 14-14, hereof.









 



	
  

	
“Payment Intangibles”:   Has the meaning given that term in the UCC and shall also refer to any General Intangible under which the Account Debtor’s primary obligation is a monetary obligation.







 



	
 

	

“Permitted Acquisition”: The investment in, the purchase of stock of, or the purchase of all or a substantial part of the assets or properties of any Person, or the entering into of any transaction, merger (with the Borrower as the surviving entity), consolidation or exchange of securities with any Person, in which each of the following conditions are satisfied:









 


(a)           The type of business of such Person is generally the same type of business (or is included in the types of business) in which the Borrower is engaged or a business reasonably related thereto.


 


 




  





-18-











  






 


 


(b)           Immediately after giving effect to the transaction, the Liquidity Requirement is satisfied.


 


(c)           Prior to and immediately after giving effect to the transaction, no Suspension Event exists or will arise.


 


(d)           The aggregate consideration (exclusive of the value of any common equity of the Borrower issued or delivered in connection with such transaction) however classified, whether cash, property or assumption of Indebtedness, in connection with all such transactions shall not exceed $100,000,000.00 in any fiscal year.


 


(e)           All action required to be undertaken pursuant to Section 4-18(f) by any Subsidiary created in connection with such transaction has been completed to the reasonable satisfaction of the Lender.


 



	
 

	

“Permitted Encumbrances”: Those Encumbrances permitted as provided in Section 4-6(a) hereof.









 



	
 

	

“Person”: Any natural person, and any corporation, limited liability company, trust, partnership, joint venture, or other enterprise or entity.









 



	
 

	

“Prime Rate”: For any day, the higher of: (a) the variable annual rate of interest then most recently announced by Bank of America, N.A. at its head office in Charlotte, North Carolina as its  “Prime Rate”; and (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% (0.50%) per annum.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer.  If for any reason the Lender shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Lender to obtain sufficient quotations thereof in accordance with the terms hereof, the Prime Rate shall be determined without regard to clause (b) of the first sentence of this definition, until the circumstances giving rise to such inability no longer exist. Any change in the Prime Rate due to a change in Bank of America’s Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in Bank of America’s Prime Rate or the Federal Funds Effective Rate, respectively.









 



	
 

	

“Proceeds”: Includes, without limitation, “Proceeds” as defined in the UCC (defined below), and each type of property described in Section 8-1 hereof.









 



	
 

	

“Receipts”: All cash, cash equivalents, checks, and credit card slips and receipts as arise out of the sale of the Collateral.









 



	
 

	

“Receivables Collateral”: That portion of the Collateral which consists of the Loan Parties’ Accounts, Accounts Receivable, General Intangibles for the payment of money, Chattel Paper, Instruments, Investment Property, letters of credit for the benefit of a Loan Party, and bankers’ acceptances held by a Loan Party, and any rights to payment.









 


 




  





-19-











  






 


 



	
 

	

"Related Entity": (a) Any corporation, limited liability company, trust, partnership, joint venture, or other enterprise which: is a parent, brother-sister, Subsidiary, or Affiliate, of the Borrower; could have such enterprise’s tax returns or financial statements consolidated with the Borrower’s; could be a member of the same controlled group of corporations (within the meaning of Section 1563(a)(1), (2) and (3) of the Internal Revenue Code of 1986, as amended from time to time) of which the Borrower is a member; controls or is controlled by the Borrower or by any Affiliate of the Borrower.









 


(b)           Any Affiliate.


 



	
 

	
"Requirement of Law": As to any Person:







 


(a)           (i)           All statutes, rules, regulations, orders, or other requirements having the force of law and (ii) all court orders and injunctions, arbitrator’s decisions, and/or similar rulings, in each instance ((i) and (ii)) of or by any federal, state, municipal, and other governmental authority, or court, tribunal, governmental panel, or other governmental body which has jurisdiction over such Person, or any property of such Person.


 


(b)           That Person’s charter, certificate of incorporation, articles of organization, and/or other organizational documents, as applicable; and


 


(c) that Person’s by-laws and/or other instruments which deal with corporate or similar governance, as applicable.


 



	
 

	

“Reserves”: Without duplication of any other reserves or items that are otherwise addressed or excluded either through eligibility criteria or in the most recent appraisal conducted hereunder by an independent appraiser reasonably satisfactory to the Lender, such reserves as the Lender from time to time determines in its reasonable discretion exercised in good faith as being necessary or appropriate (a) to reflect the impediments to the Lender’s ability to realize upon the Collateral, (b) to reflect costs, expenses and other amounts that the Lender may incur or be required to pay to realize upon the Collateral, including, without limitation, on account of rent, customs and duties and Permitted Encumbrances, (c) to reflect changes in the determination of the saleability, at retail, of Acceptable Inventory, (d) to reflect such other factors as negatively affect the market value of the Acceptable Inventory, (e) on account of gift cards, gift certificates, merchandise credits and customer deposits, (f) Cash Management Reserves, and (g) Bank Product Reserves.









 



	
 

	

“Responsible Officer”: means the chief executive officer, chief operating officer, president, chief financial officer, general counsel, chief accounting officer, treasurer, controller, vice president of finance of a Loan Party or any of the other individuals designated in writing to the Lender by an existing Responsible Officer 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.









 


 




  





-20-











  






 


 



	
 

	

“Revolving Credit”: Is defined in Section 2-1.









 



	
 

	

“Revolving Credit Note”: Is defined in Section 2-8.









 



	
 

	

“Revolving Credit Loan”: A term of convenience which refers to so much of the unpaid principal balance of the Loan Account as bears the same rate of interest for the same Interest Period.









 



	
  

	
“Second Amendment Effective Date”:   The date upon which the conditions precedent set forth in Article 3 hereof have been satisfied or waived and this Agreement has become effective.







 



	
 

	

“Secured L/Cs”: L/Cs which have been secured in the manner provided pursuant to Section 2-19 hereof.









 



	
 

	
"Seller": Federated Specialty Stores, Inc., an Ohio corporation.







 



	
 

	

“Statutory Reserve Rate”: A fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Lender is subject with respect to the Adjusted Eurodollar Rate, for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Federal Reserve Board). Such reserve percentages shall include those imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to constitute Eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to the Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.









 



	
 

	

“Stated Amount”: The maximum amount for which an L/C may be honored.









 



	
  

	
“Subordinated Indebtedness”: Indebtedness the payment of principal and interest of which is expressly subordinated in right of payment to the Liabilities, in such form and on such terms (which may include the payment of current interest until the occurrence, and during the continuance, of a Suspension Event) as are reasonably acceptable to the Lender.







 


 




  





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“Subsidiary”: As to any Person, any corporation, association, partnership, limited liability company, joint venture or other business entity of which at least fifty percent (50%) or more of the ordinary voting power (or equivalent interests) for the election of a majority of the board of directors (or other equivalent governing body) of such entity is held or controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person; or which is otherwise controlled by such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person through the exercise of voting power or otherwise.









 



	
  

	
“Supporting Obligation”: Has the meaning given that term in the UCC and shall also refer to a Letter of Credit Right or secondary obligation that supports the payment or performance of an Account, Chattel Paper, a Document, a General Intangible, an Instrument or Investment Property.







 



	
 

	

“Suspension Event”: Any occurrence, circumstance, or state of facts which (a) is an Event of Default, which is continuing; or (b) would become an Event of Default if any requisite notice were given and/or any requisite period of time were to run and such occurrence, circumstance, or state of facts were not absolutely cured within any applicable grace period.









 



	
 

	

“Termination Date”: The earliest of (a) the Maturity Date; or (b) the occurrence of any event described in Section 10-12 hereof; or (c) date set by notice by the Lender to the Borrower, which notice sets the Termination Date on account of the occurrence of any Event of Default other than as described in Section 10-12 hereof.









 



	
  

	
“Trust Deposit Accounts”:  Depository accounts established by the Loan Parties the proceeds of which are to be utilized solely for the payment of sales taxes, ad valorem taxes, withholding taxes and other similar taxes, and other depository accounts established by the Loan Parties for which such Loan Party is a trustee or other fiduciary for any other Persons.







 



	
 

	

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









 



	
 

	

“Unreimbursed L/C Obligations”: The then unpaid reimbursement obligations in respect of L/Cs which have been drawn, but which have not been repaid either by an advance under the Revolving Credit in accordance with the provisions of Section 2-17(e) hereof or otherwise.









 


 




  





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Article 2 - The Revolving Credit:


 


2-1. Establishment of  Revolving Credit.


 


(a) The Lender hereby establishes a revolving line of credit (the “Revolving Credit”) in the Borrower’s favor pursuant to which the Lender, subject to, and in accordance with, this Agreement, shall make loans and advances and otherwise provide financial accommodations to and for the account of the Borrower as provided herein, up to the maximum amount of the Lender’s Dollar Commitment; provided that the outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs shall not at any time in the aggregate exceed the lesser of (A) the Loan Ceiling, or (B) the Borrowing Base.


 


(b) The proceeds of borrowings under the Revolving Credit shall be used solely for working capital and general corporate purposes of the Borrower, including, without limitation, the repurchase of the Borrower’s capital stock, and for its Capital Expenditures, all solely to the extent permitted by this Agreement.


 


2-2. Intentionally Omitted.


 


2-3. Intentionally Omitted.


 


2-4. Risks of Value of Collateral»


 


.           The Lender’s reference to a given asset in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Revolving Credit and/or the monitoring of compliance with the provisions hereof shall not be deemed a determination by the Lender relative to the actual value of the asset in question.  All risks concerning the collectability of the Borrower’s Accounts and the saleability of the Borrower’s Inventory are and remain upon the Borrower.  All Collateral secures the prompt, punctual, and faithful performance of the Liabilities whether or not relied upon by the Lender in connection with the making of loans, credits, and advances and the providing of financial accommodations under the Revolving Credit.


 


2-5. Loan Requests.


 


(a) Subject to the provisions of this Agreement, a loan or advance under the Revolving Credit duly and timely requested by the Borrower shall be made pursuant hereto, provided that:


 


(i) Availability will not be exceeded;


 


(ii) If Aggregate Outstandings exceed $75,000,000, no loans, advances or other financial accommodations shall be made if as a result thereof the Aggregate Outstandings would exceed $100,000,000 until such time as the Lender has completed, and received the results of a commercial finance audit and inventory appraisal in accordance with the provisions of Section 5-10 hereof.


 


 




  





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(iii) The Revolving Credit has not been suspended as provided in Section 2-5(h).


 


(b) Requests for loans and advances under the Revolving Credit may be requested by the Borrower in such manner as may from time to time be reasonably acceptable to the Lender.


 


(c) Subject to the provisions of this Agreement, the Borrower may request a Revolving Credit Loan and elect an interest rate and Interest Period to be applicable to that Revolving Credit Loan by giving the Lender notice no later than the following:


 


(i) If such Revolving Credit Loan is or is to be converted to a Base Rate Loan: By 1:00 PM on the Business Day on which the subject Revolving Credit Loan is to be made or is to be so converted.  Base Rate Loans requested by the Borrower, other than those resulting from the conversion of a Eurodollar Loan, shall not be less than $10,000.00 (or the then Availability if less than $10,000.00).


 


(ii) If such Revolving Credit Loan is, or is to be continued as, or converted to, a Eurodollar Loan: By 1:00 PM two (2) Eurodollar Business Days before the end of the then applicable Interest Period.  Eurodollar Loans and conversions to Eurodollar Loans shall each be not less than $1,000,000.00 and in increments of $1,000,000.00 in excess of such minimum.


 


(iii) Any Eurodollar Loan which matures while a Suspension Event is extant shall be converted, at the option of the Lender to a Base Rate Loan notwithstanding any notice from the Borrower that such Loan is to be continued as a Eurodollar Loan.


 


(d) Any request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan which is made after the applicable deadline therefor, as set forth above, shall be deemed to have been made at the opening of business on the then next Business Day or Eurodollar Business Day, as applicable.  Each request for a Revolving Credit Loan or for the conversion of a Revolving Credit Loan shall be made in such manner as may from time to time be reasonably acceptable to the Lender


 


(e) The Borrower may request that the Lender cause the issuance of L/C’s for the account of the Borrower as provided in Section 2-17.


 


(f) The Lender may rely on any request for a loan or advance, or other financial accommodation under the Revolving Credit which the Lender, in good faith, reasonably believes to have been made by a Person duly authorized to act on behalf of the Borrower and may decline to make any such requested loan or advance, or issuance, or to provide any such financial accommodation pending the Lender’s being furnished with such documentation concerning that Person’s authority to act as may be reasonably satisfactory to the Lender.


 


(g) A request by the Borrower for loan or advance, or other financial accommodation under the Revolving Credit shall be irrevocable and shall constitute certification by the Borrower that as of the date of such request, each of the following is true and correct:


 


 




  





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(i) There has been no material adverse change in the Borrower’s financial condition from the most recent financial information furnished to the Lender pursuant to this Agreement.


 


(ii) All or a portion of any loan or advance so requested will be set aside by the Borrower to cover all of the Borrower’s obligations for sales tax on account of sales since the then most recent borrowing pursuant to the Revolving Credit.


 


(iii) Each representation which is made herein or in any of the Loan Documents (defined below) is then true and complete in all material respects as of and as if made on the date of such request (other than those which are as of a specific date, in which case such representation was true and complete in all material respects as of such date).


 


(iv) No Suspension Event is then extant.


 


(h) Upon the occurrence, and during the continuance, from time to time of any Suspension Event:


 


(i) The Lender may suspend the Revolving Credit immediately.


 


(ii) The Lender shall not be obligated, during such suspension, to make any loans or advance, or to provide any financial accommodation hereunder or to seek the issuance of any L/C.


 


(iii) The Lender may suspend the right of the Borrower to request any Eurodollar Loan or to convert any Base Rate Loan to a Eurodollar Loan.


 


2-6. Making of Loans Under Revolving Credit.


 


(a) A loan or advance under the Revolving Credit  shall be made by the transfer of the proceeds of such loan or advance to the Operating Account or as otherwise instructed by the Borrower.


 


(b) A loan or advance shall be deemed to have been made under the Revolving Credit (and the Borrower shall be indebted to the Lender for the amount thereof immediately) at the following:


 


(i) The Lender’s initiation of the transfer of the proceeds of such loan or advance in accordance with the Borrower’s instructions (if such loan or advance is of funds requested by the Borrower).


 


(ii) The charging of the amount of such loan to the Loan Account (in all other circumstances).


 


(c) There shall not be any recourse to or liability of the Lender, on account of:


 


 




  





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(i) Any delay in the making of any loan or advance requested under the Revolving Credit unless due to the Lender’s gross negligence or willful misconduct.


 


(ii) Any delay in the proceeds of any such loan or advance constituting collected funds.


 


(iii) Any delay in the receipt, and/or any loss, of funds which constitute a loan or advance under the Revolving Credit, the wire transfer of which was properly initiated by the Lender in accordance with wire instructions provided to the Lender by the Borrower.


 


2-7. The Loan Account.


 


(a) An account (“Loan Account”) shall be opened on the books of the Lender. A record may be kept in the Loan Account of all loans made under or pursuant to this Agreement and of all payments thereon.


 


(b) The Lender may also keep a record (either in the Loan Account or elsewhere, as the Lender may from time to time elect) of all interest, fees, service charges, costs, expenses, and other debits owed the Lender on account of the Liabilities and of all credits against such amounts so owed.


 


(c) All credits against the Liabilities shall be conditional upon final payment to the Lender of the items giving rise to such credits.  The amount of any item credited against the Liabilities which is charged back against the Lender for any reason or is not so paid shall be a Liability and shall be added to the Loan Account, whether or not the item so charged back or not so paid is returned.


 


(d) Except as otherwise provided herein, all fees, service charges, costs, and expenses for which the Borrower is obligated hereunder are payable on demand.


 


(e) The Lender, without the request of the Borrower, may advance under the Revolving Credit any interest, fee, service charge, or other payment to which the Lender is entitled from the Borrower pursuant hereto and may charge the same to the Loan Account notwithstanding that such amount so advanced may result in Availability’s being exceeded.  Such action on the part of the Lender shall not constitute a waiver of the Lender’s rights and Borrower’s obligations under Section 2-9(b). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2-7(e) shall bear interest, subject to Section 2-10(f), at the Prime Rate.


 


(f) Absent manifest error, any statement rendered by the Lender to the Borrower concerning the Liabilities shall be considered correct and accepted by the Borrower and shall be conclusively binding upon the Borrower unless the Borrower provides the Lender with written objection thereto within sixty (60) days from the receipt of such statement, which written objection shall indicate, with particularity, the reason for such objection.  The Loan Account and the Lender’s books and records concerning the loan arrangement contemplated herein and the Liabilities shall be prima facie evidence and proof of the items described therein.


 


 




  





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2-8. The Revolving Credit Notes»


 


.  The obligation to repay loans and advances under the Revolving Credit, with interest as provided herein, shall be evidenced by a promissory note (a “Revolving Credit Note”) in the form of EXHIBIT 2-8, annexed hereto, executed by the Borrower.  Neither the original nor a copy of the Revolving Credit Note shall be required, however, to establish or prove any Liability.  In the event that the Revolving Credit Note is ever lost, mutilated, or destroyed, upon receipt of an indemnification with respect to the lost Revolving Credit Note from the Lender in form and substance reasonably satisfactory to the Borrower and the Lender, the Borrower shall execute a replacement thereof and deliver such replacement to the Lender.


 


2-9. Payment of The Loan Account.


 


(a) The Borrower may repay all or any portion of the principal balance of the Loan Account from time to time until the Termination Date. Such payments shall be applied first to Base Rate Loans and only then to Eurodollar Loans.


 


(b) The Borrower, without notice or demand from the Lender, shall pay the Lender that amount, from time to time, which is necessary so that the unpaid balance of the Loan Account does not exceed Availability. Such payments shall be applied first to Base Rate Loans and only then to Eurodollar Loans.


 


(c) Subject to the provisions of Section 7-5(c) hereof, the Lender shall endeavor to cause those applications of payments (if any), pursuant to Sections 2-9(a) and 2-9(b) against Eurodollar Loans then outstanding in such manner as results in the least cost to the Borrower, but shall not have any affirmative obligation to do so nor liability on account of the Lender’s failure to have done so.  In no event shall action or inaction taken by the Lender excuse the Borrower from any indemnification obligation under Section 2-9(e).


 


(d) The Borrower shall repay the then entire unpaid balance of the Loan Account and all other Liabilities on the Termination Date.


 


(e) The Borrower shall indemnify the Lender and hold the Lender harmless from and against any loss, cost or expense (excluding loss of anticipated profits) which the Lender may sustain or incur (including, without limitation, by virtue of acceleration after the occurrence of any Event of Default) as a consequence of the following:


 


(i) Default by the Borrower in payment of the principal amount of or any interest on any Eurodollar Loan as and when due and payable, including any such loss or expense arising from interest or fees payable by the Lender to lenders of funds obtained by it in order to maintain its Eurodollar Loans.


 


(ii) Default by the Borrower in making a borrowing or conversion after the Borrower has given (or is deemed to have given) a request for a Revolving Credit Loan or a request to convert a Revolving Credit Loan from one applicable interest rate to another.


 


(iii) The making of any payment on a Eurodollar Loan or the making of any conversion of any such Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto, including interest or fees payable by the Lender to lenders of funds obtained by it in order to maintain any such Loans as “breakage fees” (so-called).


 


 




  





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2-10. Interest Rates.


 


(a) Each Revolving Credit Loan shall bear interest at the Prime Rate plus the Applicable Margin for Base Rate Loans unless timely notice is given (as provided in Section 2-5(a)) that the subject Revolving Credit Loan (or a portion thereof) is, or is to be converted to, a Eurodollar Loan.


 


(b) Each Revolving Credit Loan which consists of a Eurodollar Loan shall bear interest at the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar Loans.


 


(c) Subject to the provisions hereof, the Borrower, by notice to the Lender, may cause all or a part of the unpaid principal balance of the Loan Account to bear interest at the Prime Rate or the Adjusted Eurodollar Rate as specified from time to time by the Borrower.


 


(d) The Borrower shall not select, renew, or convert any interest rate for a Revolving Credit Loan such that, in addition to interest at the Prime Rate, there are more than six (6) Interest Periods for Eurodollar Loans applicable to the Revolving Credit Loans at any one time.


 


(e) The Borrower shall pay accrued and unpaid interest on each Revolving Credit Loan in arrears as follows:


 


(i) On the applicable Interest Payment Date for that Revolving Credit Loan.


 


(ii) On the Termination Date and on the End Date.


 


(iii) Following the occurrence, and during the continuance, of any Event of Default, with such frequency as may be determined by the Lender.


 


(f) Following the occurrence, and during the continuance, of any Default Interest Event (and whether or not the Lender exercises the Lender’s rights on account thereof), all Revolving Credit Loans shall bear interest, at the option of the Lender, at a rate which is the aggregate of the interest rate then in effect plus two percent (2%) per annum.


 


(g) All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).


 


2-11. Additional Fees.


 


 




  





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In addition to any other fee paid by Borrower on account of the Revolving Credit, the Borrower shall pay the Lender a Line (Unused) Fee (so referred to herein) in arrears, on the first day of each month, commencing with the first month immediately following the Second Amendment Effective Date (and on the Termination Date).  The Line (Unused) Fee shall be equal to Applicable Margin for Line (Unused) Fee per annum multiplied by the difference during the month just ended (or relevant period with respect to the payment being made on the Termination Date) between Loan Ceiling and the Average Outstandings.


 


2-12. Intentionally Omitted.


 


2-13. Line (Unused Fee).


 


In addition to any other fee paid by Borrower on account of the Revolving Credit, the Borrower shall pay the Lender a Line (Unused) Fee (so referred to herein) in arrears, on the first day of each month, commencing with the first month immediately following the Second Amendment Effective Date (and on the Termination Date).  The Line (Unused) Fee shall be equal to Applicable Margin for Line (Unused) Fee per annum multiplied by the difference during the month just ended (or relevant period with respect to the payment being made on the Termination Date) between Loan Ceiling and the Average Outstandings.


 


2-14. Intentionally Omitted


 


2-15. Concerning Fees.


 


The Borrower shall not be entitled to any credit, rebate or repayment of the Commitment Fee, Line (Unused) Fee or other fee previously earned by the Lender pursuant to this Agreement notwithstanding any termination of this Agreement or suspension or termination of the Lender’s obligation to make loans and advances hereunder.


 


2-16. Lender’s Discretion.


 


Each reference in the Loan Documents to the exercise of discretion or the like by the Lender shall be to its exercise of its reasonable judgement, in good faith, based upon the Lender’s consideration of any such factor as the Lender reasonably deems appropriate.


 


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


 


(a) The Borrower may request that the Lender cause the issuance of L/C’s for the account of the Borrower.  Each such request shall be in such manner as may from time to time be acceptable to the Lender.


 


(b) Subject to the provisions of Section 2.5(a)(ii), the Lender will endeavor to cause the issuance of any L/C so requested by the Borrower, provided that, at the time that the request is made, the Revolving Credit has not been suspended as provided in Section 2-5(h) and if so issued:


 


(i) The aggregate Stated Amount of all L/C’s then outstanding, does not exceed Forty Million Dollars and No Cents ($40,000,000.00).


 


 




  





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(ii) The expiry of the L/C is not later than the Maturity Date.


 


(iii) Availability would not be exceeded.


 


(iv) Intentionally Omitted.


 


(c) The Borrower shall execute such documentation to apply for and support the issuance of an L/C as may be reasonably required by the Issuer.


 


(d) There shall not be any recourse to, nor liability of, the Lender on account of


 


(i) Any delay by an Issuer to issue an L/C;


 


(ii) Any action or inaction of an Issuer on account of or in respect to, any L/C.


 


(e) The Borrower shall reimburse the Issuer for the amount of any drawing under an L/C on the same Business Day of such drawing.  The Lender, without the request of the Borrower, may advance under the Revolving Credit (and charge to the Loan Account) the amount of any honoring of any L/C and other amount for which the Borrower, the Issuer, or the Lenders become obligated on account of, or in respect to, any L/C.  Such advance shall be made whether or not a Suspension Event is then extant or such advance would result in Availability’s being exceeded.  Such action shall not constitute a waiver of the Lender’s rights under Section 2-9(b) hereof.


 


2-18. Fees For L/C’s.


 


(a) The Borrower shall pay to the Lender a fee, on account of L/C’s, the issuance of which had been procured by the Lender, monthly in arrears, and on the Termination Date and on the End Date, equal to the following per annum percentages of the average face amount of the following categories of Letters of Credit outstanding during the three month period then ended:


 







(i) Standby Letters of Credit: At a per annum rate equal to the then Applicable Margin for Eurodollar Loans;


 


(ii) Commercial Letters of Credit: At a per annum rate equal to fifty percent (50%) of the then Applicable Margin for Eurodollar Loans.


 


(iii) After the occurrence and during the continuance of an Event of Default, effective upon written notice from the Lender, the L/C fees shall be increased by an amount equal to two percent (2%) per annum.


 


(b) In addition to the fee to be paid as provided in Subsection 2-18(a), above, the Borrower shall pay to the Lender (or to the Issuer, if so requested by Lender), on demand, all issuance, processing, negotiation, amendment, and administrative fees and other amounts charged by the Issuer on account of, or in respect to, any L/C.


 


 




  





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2-19. Cash Collateralization of L/Cs.


 


(a) With respect to L/Cs with a scheduled expiry after the Maturity Date, thirty (30) days prior to the Maturity Date, and


 


(b)           with respect to all L/Cs, upon the Lender’s request after the occurrence, and during the continuance, of any Event of Default hereunder,


 


the Borrower shall deposit in an account with the Lender, an amount in cash equal to 103% of the then Stated Amount of all outstanding L/Cs.  Such deposit shall be held by the Lender as collateral for the payment and performance of the Liabilities.  The Lender shall have the exclusive dominion and control over such account.  Such deposits shall not bear interest.  Monies in such account shall be automatically applied by the Lender to reimburse the Issuer for any honoring of any L/Cs, together with any other amounts owed to the Issuer, and after all L/Cs have been so reimbursed or otherwise expired, any remaining balance shall be applied in reduction of the Liabilities.  In lieu of depositing such cash with the Lender the Borrower may furnish the Lender, with a so-called “back-to-back” letter of credit in form and substance and issued by a bank reasonably satisfactory to the Lender in its sole and absolute discretion, in an amount equal to 103% of the then Stated Amount of all outstanding L/Cs.  Drawings under such “back-to-back” letters of credit shall be applied by the Lender to the Liabilities in the manner set forth above with respect to the cash collateral account.  If no Event of Default then exists, the cash collateral deposited with the Lender and/or the amount of the “back-to-back” letters of credit may be reduced by an amount equal to any reduction from time to time in the Stated Amount of all outstanding L/Cs (other than on account of drawings thereunder).


 


2-20. Concerning L/C’s.


 


(a) None of the Issuer, the Issuer’s correspondents, or any advising, negotiating, or paying bank with respect to any L/C shall be responsible in any way for:


 


(i) The performance by any beneficiary under any L/C of that beneficiary’s obligations to the Borrower.


 


(ii) The form, sufficiency, correctness, genuineness, authority of any person signing; falsification; or the legal effect of; any documents called for under any L/C if (with respect to the foregoing) such documents on their face appear to be in order, except to the extent that such Issuer, Issuer’s correspondents, or advising, negotiating, or paying bank has actual knowledge of any of the foregoing.


 


(b) The Issuer may honor, as complying with the terms of any L/C and of any drawing thereunder, any drafts or other documents otherwise in order, but signed or issued by an administrator, executor, conservator, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver, or other legal representative of the party authorized under such L/C to draw or issue such drafts or other documents.


 


 




  





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(c) Unless otherwise agreed to, in the particular instance, the Borrower hereby authorizes any Issuer to:


 


(i) Select an advising bank, if any.


 


(ii) Select a paying bank, if any.


 


(iii) Select a negotiating bank.


 


(d) All directions, correspondence, and funds transfers relating to any L/C are at the risk of the Borrower.  The Issuer shall have discharged the Issuer’s obligations under any L/C which, or the drawing under which, includes payment instructions, by the initiation of the method of payment called for in, and in accordance with, such instructions (or by any other commercially reasonable and comparable method). Neither the Lender nor the Issuer shall have any responsibility for any inaccuracy, interruption, error, or delay in transmission or delivery by post, telegraph or cable, or for any inaccuracy of translation, except for their gross negligence or willful misconduct.


 


(e) The Lender’s, and the Issuer’s rights, powers, privileges and immunities specified in or arising under this Agreement are in addition to any heretofore or at any time hereafter otherwise created or arising, whether by statute or rule of law or contract.


 


(f) Except to the extent otherwise expressly provided hereunder or agreed to in writing by the Issuer and the Borrower, (i) the rules of the ISP shall apply to each standby L/C, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial L/C.


 


(g) If any change in any law, executive order or regulation, or any directive of any administrative or governmental authority (whether or not having the force of law), or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof, shall either:


 


(i) impose, modify or deem applicable any reserve, special deposit or similar requirements against letters of credit heretofore or hereafter issued by any Issuer or with respect to which the Lender, any or any Issuer has an obligation to lend to fund drawings under any L/C; or


 


(ii) impose on any Issuer any other condition or requirements relating to any such letters of credit;


 


and the result of any event referred to in Section 2-20(g)(i) or 2-20(g)(ii), above, shall be to increase the cost to any Issuer of issuing or maintaining any L/C (which increase in cost shall be the result of such Issuer’s reasonable allocation among that Issuer’s letter of credit customers of the aggregate of such cost increases resulting from such events), then, upon demand by the Lender and delivery by the Lender to the Borrower of a certificate of an officer of the subject Issuer describing such change in law, executive order, regulation, directive, or interpretation thereof, its effect on such Issuer, and the basis for determining such increased costs and their allocation, the Borrower shall immediately pay to the Lender, from time to time as specified by the Lender, such amounts as shall be sufficient to compensate such Issuer for such increased cost;  provided that the Borrower shall not be obligated to make payment of such amounts which arise from transactions which occurred more than ninety (90) Business Days prior to the Lender’s furnishing notice hereunder.   Any Issuer’s determination of costs incurred under Section 2-20(g)(i) or 2-20(g)(ii), above, and the allocation, if any, of such costs among the Borrower and other letter of credit customers of such Issuer, if done in good faith and made on an equitable basis and in accordance with such officer’s certificate, shall be conclusive and binding on the Borrower, absent manifest error.


 


 




  





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(h) The obligations of the Borrower under this Agreement with respect to L/C’s are absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms hereof under all circumstances, whatsoever including, without limitation, the following:


 


(i) Any lack of validity or enforceability or restriction, restraint, or stay in the enforcement of this Agreement, any L/C, or any other agreement or instrument relating thereto.


 


(ii) Any amendment or waiver of, or consent to the departure from, any L/C.


 


(iii) The existence of any claim, set-off, defense, or other right which the Borrower may have at any time against the beneficiary of any L/C.


 


2-21. Changed Circumstances.


 


(a) The Lender may give the Borrower notice of the occurrence of the following:


 


(i) The Lender shall have determined in good faith (which determination shall be final and conclusive) on any day on which the rate for a Eurodollar Loan would otherwise be set, that adequate and fair means do not exist for ascertaining such rate.


 


(ii) The Lender shall have determined in good faith (which determination shall be final and conclusive) that:


 


(A) The continuation of or conversion of any Revolving Credit Loan to a Eurodollar Loan has been made impracticable or unlawful by the occurrence of a contingency that materially and adversely affects the applicable market or compliance by the Lender in good faith with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law).


 


 


 




  





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(B) The indices on which the interest rates for Eurodollar Loans are based shall no longer represent the effective cost to the Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates.


 


(b) In the event that the Lender gives the Borrower notice of an occurrence described in Section 2-21(a), then, until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply:


 


(i) The obligation of the Lender to make Eurodollar Loans of the type affected by such changed circumstances or to permit the Borrower to select the affected interest rate as otherwise applicable to any Revolving Credit Loans shall be suspended.


 


(ii) Any notice which the Borrower had given the Lender with respect to any Eurodollar Loan, the time for action with respect to which has not occurred prior to the Lender’s having given notice pursuant to Section 2-21(a), shall be deemed to be a request for a Base Rate Loan.


 


(c) Notwithstanding the foregoing, the Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different lending office if the making of such designation would allow the Lender or its lending office to continue to make Eurodollar Loans.


 


2-22. Increased Costs»


 


.  If there is adopted after the date hereof any requirement of law, or if there is any new interpretation or application of any law after the date hereof by any court or by any governmental or other authority or entity charged with the administration thereof, whether or not having the force of law, which:


 


(a) subjects the Lender to any taxes or changes the basis of taxation, or increases any existing taxes, on payments of principal, interest or other amounts payable by the Borrower to the Lender under this Agreement (except for taxes on the Lender’s overall net income or capital imposed by the jurisdiction in which the Lender’s principal or lending offices are located or in which the Lender is organized);


 


(b) imposes, modifies or deems applicable any reserve, cash margin, special deposit or similar requirements against assets held by, or deposits in or for the account of or loans by or any other acquisition of funds by the relevant funding office of the Lender;


 


(c) imposes on the Lender any other condition with respect to any Loan Document; or


 


(d) imposes on the Lender a requirement to maintain or allocate capital in relation to the Liabilities;


 


and the result of any of the foregoing, in the Lender’s reasonable opinion, is to increase the cost to the Lender of making or maintaining any loan, advance or financial accommodation or to reduce the income receivable by the Lender in respect of any loan, advance or financial accommodation by an amount which the Lender deems to be material, then upon the Lender’s giving written notice thereof to the Borrower (such notice to set out in reasonable detail the facts giving rise to and a summary calculation of such increased cost or reduced income), the Borrower shall forthwith pay to the Lender, upon receipt of such notice, that amount which shall compensate the Lender for such additional cost or reduction in income, provided that the Borrower shall not be obligated to make payment of such amounts which arise from transactions which occurred more than ninety (90) Business Days prior to the Lender’s furnishing notice hereunder.


 


 




  





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Notwithstanding the foregoing, the Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different lending office if the making of such designation would allow the Lender or its lending office to avoid the imposition of such increased costs.


 


2-23. Lender’s Commitments.


 


(a) The Dollar Commitments, Commitment Percentages, and identities of the Lenders (but not the overall Commitment) may be changed, from time to time by the  assignment of Dollar Commitments and Commitment Percentages with other Persons who determine to become “Lenders”, provided, however, that


 


(i) Unless an Event of Default has occurred and is continuing (in which event, no consent of the Borrower is required) any assignment (other than an assignment to a then Lender) shall be subject to the prior consent of the Borrower (not to be unreasonably withheld), which consent will be deemed given unless the Borrower provides the Lender with written objection, not more than five (5) Business Days after the Lender shall have given the Borrower written notice of a proposed assignment).


 


(ii) Any such assignment or reallocation shall be on a pro-rata basis such that each reallocated or assigned Dollar Commitment to any Person remains the same percentage of the overall Commitment (in terms of dollars) as the reallocated Commitment Percentage is to such Person.


 


(iii) No such assignment shall be in an amount less than Ten Million Dollars ($10,000,000.00), or, if less, the total Dollar Commitment of such assigning Lender.


 


(b) Upon written notice given the Borrower from time to time by the Lender, of any assignment or allocation referenced in Section 2-23(a):


 


(i) The Borrower shall execute replacement one or more Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Lender (which promptly thereafter shall deliver to the Borrower the Revolving Credit Notes so replaced) provided however, in the event that a Revolving Credit Note is to be exchanged following its acceleration or the entry of an order for relief under the Bankruptcy Code with respect to the Borrower, the Lender, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Lender’s Certificate confirming the resulting Commitments and Commitment Percentages.


 


 




  





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(ii) Such change shall be effective from the effective date specified in such written notice and any Person added as a Lender shall have all rights and privileges of a Lender hereunder thereafter as if such Person had been a signatory to this Agreement and any other Loan Document to which a Lender is a signatory and any person removed as a Lender shall be relieved of any obligations or responsibilities of a Lender hereunder thereafter.


 


(iii) The Borrower shall maintain a register identifying the Lenders from time to time.


 


(c) Intentionally Omitted.


 


Article 3 - Conditions Precedent:


 


3-1. As a condition to the effectiveness of this Agreement, the establishment of the Revolving Credit, and the making of the first loan under the Revolving Credit, each of the documents respectively described in Sections 3-2 through and including 3-5, (each in form and substance reasonably satisfactory to the Lender) shall have been delivered to the Lender, and the conditions respectively described in Sections 3-6 through and including 3-15, shall have been satisfied:


 


3-2. Corporate Due Diligence.


 


(a) A Certificate of corporate good standing issued by the Secretary of State of each State in which a Loan Party is organized.


 


(b) Certificates of due qualification, in good standing, issued by the Secretary(ies) of State of each State in which the nature of a Loan Party’s business conducted or assets owned would reasonably be expected to require such qualification.


 


(c) A Certificate of each Loan Party’s Secretary of the due adoption, continued effectiveness, and setting forth the texts of, each corporate resolution adopted in connection with the establishment of the loan arrangement contemplated by the Loan Documents and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents.


 


3-3. Opinion. An opinion of counsel to the Loan Parties in form and substance reasonably satisfactory to the Lender.


 


3-4. Additional Documents.Such additional instruments and documents as the Lender or its counsel reasonably may require or request.


 


3-5. Officers’ Certificates.  Certificates executed by the President and the Chief Financial Officer of the Borrower and stating that the representations and warranties made by the Loan Parties to the Lender in the Loan Documents are true and complete in all material respects as of the date of such Certificate, and that no event has occurred which is or which, solely with the giving of notice or passage of time (or both) would be an Event of Default.


 


 




  





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3-6. Representations and Warranties.  Each of the representations made by or on behalf of the Loan Parties in this Agreement or in any of the other Loan Documents or in any other report, statement, document, or paper provided by or on behalf of a Loan Party shall be true and complete in all material respects as of the date as of which such representation or warranty was made.


 


3-7. Borrowing Base Certificate.  The Lender shall have received a Borrowing Base Certificate dated the Closing Date, relating to the month ended on October 31, 2007, and executed by a Responsible Officer of the Borrower.


 


3-8. All Fees and Expenses Paid.  All fees due at or immediately after the first funding under the Revolving Credit and all costs and expenses reasonably incurred by the Lender in connection with the establishment of the credit facility contemplated hereby (including the reasonable fees and expenses of counsel to the Lender) shall have been paid (to the extent then invoiced).


 


3-9. Financial Projections.  The Lender shall have received and be satisfied with a detailed forecast for the period commencing on the Closing Date through the fiscal year ending on or about January 31, 2009, which shall include an Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by quarter, each prepared in conformity with GAAP and consistent with the Borrower’s current practices.


 


3-10. Borrower’s Assets.  The Lender shall have received a copy of the results of the Loan Parties’ most recent physical inventory and such results shall be reasonably satisfactory to the Lender.  In addition, the Lender shall be reasonably satisfied that the inventory of each Loan Party is located at such places or is in transit to such Loan Party and is in the amounts and of the quality and value previously represented by the Borrower to the Lender and the Lender shall have received such reports, material and other information concerning the inventory and the Loan Parties’ suppliers as shall reasonably satisfy the Lender in its sole discretion.


 


3-11. Lien Search.  The Lender shall have received results of searches or other evidence satisfactory to the Lender (in each case dated as of a date reasonably satisfactory to the Lender) indicating the absence of liens on the assets of the Loan Parties, except for Permitted Encumbrances and liens for which termination statements and releases reasonably satisfactory to the Lender are being tendered concurrently with the establishment of the Revolving Credit.


 


3-12. Perfection of Collateral.  The Lender shall have filed all such financing statements and given all such notices as may be necessary for the Lender to perfect its security interest in such of the Collateral as to which the Lender determines to perfect its security interests and to assure its first priority status (subject only to Permitted Encumbrances).


 


3-13. Insurance.  The Lender shall be reasonably satisfied with the Loan Parties’ insurance arrangements and shall have received all documentation requested in connection with such insurance including, documentation naming the Lender as “loss payee” under each policy.


 


 




  





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3-14. No Suspension Event.  No Suspension Event shall then exist.


 


3-15. No Adverse Change.  No event shall have occurred or failed to occur, which occurrence or failure reasonably would be expected to have a Material Adverse Effect.


 


3-16. Execution and Delivery of Agreement.  This Agreement shall have been duly executed and delivered by the parties hereto, and shall be in full force and effect and shall be in form and substance satisfactory to the Lender.


 


No document shall be deemed delivered to the Lender until received and accepted by the Lender at its head offices in Boston, Massachusetts.  Under no circumstances will this Agreement take effect until executed and accepted by the Lender at said head office.


 


Article 4 - General Representations, Covenants and Warranties:


 


To induce the Lender to establish the loan arrangement contemplated herein and to make loans and advances and to provide financial accommodations under the Revolving Credit (each of which loans shall be deemed to have been made in reliance thereupon), the Borrower, in addition to all other representations, warranties, and covenants made by the Borrower in any other Loan Document, makes those representations, warranties, and covenants included in this Agreement.


 


4-1. Payment and Performance of Liabilities.  The Borrower shall pay each Liability when due (or when demanded if payable on demand) and shall promptly, punctually, and faithfully perform each other Liability.


 


4-2. Due Organization - Corporate Authorization - No Conflicts.


 


(a) Each Loan Party presently is and shall hereafter remain in good standing in its State of organization and each is and shall hereafter remain duly qualified and in good standing in every other State in which, by reason of the nature or location of the Loan Parties’ assets or operation of the Loan Parties’ business, such qualification is necessary, except where the failure to so qualify would not have a Material Adverse Effect.


 


(b) Each Related Entity as of the date hereof is listed on EXHIBIT 4-2, annexed hereto.  Each Subsidiary is and shall hereafter remain in good standing in the State in which incorporated and is and shall hereafter remain duly qualified in which other State in which, by reason of that entity’s assets or the operation of such entity’s business, such qualification may be necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.  The Borrower shall provide the Lender with prior written notice of any entity’s becoming or ceasing to be a Related Entity.


 


(c) No Loan Party shall change its State of incorporation or its taxpayer identification number.


 


(d) Each Loan Party has all requisite corporate power and authority to execute and deliver all Loan Documents to which such Loan Party is a party and has and will hereafter retain all requisite corporate power to perform all Liabilities.


 


 




  





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(e) The execution and delivery by the Loan Parties of each Loan Document to which it is a party; the Loan Parties’ consummation of the transactions contemplated by such Loan Documents (including, without limitation, the creation of security interests by the Loan Parties as contemplated hereby); each Loan Party’s performance under those of the Loan Documents to which it is a party; the borrowings hereunder; and the use of the proceeds thereof:


 


(i) Have been duly authorized by all necessary corporate action.


 


(ii) Do not, and will not, contravene in any material respect any provision of any Requirement of Law or obligation of such Loan Party.


 


(iii) Will not result in the creation or imposition of, or the obligation to create or impose, any Encumbrance upon any assets of a Loan Party pursuant to any Requirement of Law or obligation, except pursuant to the Loan Documents.


 


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


 


4-3. Trade Names.


 


(a) EXHIBIT 4-3, annexed hereto, is a listing of:


 


(i) All names under which the Loan Parties conducted their business within the past five (5) years.


 


(ii) All entities and/or persons with whom the Loan Parties consolidated or merged within the past five (5) years, or from whom the Loan Parties, within the past five (5) years, acquired in a single transaction or in a series of related transactions substantially all of such entity’s or person’s assets.


 


(b) No Loan Party will change its name or conduct its business under any name not listed on EXHIBIT 4-3 except (i) upon not less than twenty-one (21) days prior written notice (with reasonable particularity) to the Lender and (ii) in compliance with all other provisions of this Agreement.


 


4-4. Intellectual Property.


 


(a) The Loan Parties each owns and possesses, or has the right to use (and will hereafter own, possess, or have such right to use) all patents, industrial designs, trademarks, trade names, trade styles, brand names, service marks, logos, copyrights, trade secrets, know-how, confidential information, and other intellectual or proprietary property of any third Person necessary for the Loan Parties’ conduct of their respective business.


 


 




  





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(b) The conduct by the Loan Parties of their respective business does not presently infringe in any manner which could reasonably be expected to have a Material Adverse Effect (nor will the Loan Parties conduct their businesses in the future so as to infringe  in any manner which could reasonably be expected to have a Material Adverse Effect) the patents, industrial designs, trademarks, trade names, trade styles, brand names, service marks, logos, copyrights, trade secrets, know-how, confidential information, or other intellectual or proprietary property of any third Person.


 


4-5. Locations.


 


(a) The Collateral, and the books, records, and papers of Loan Parties pertaining thereto, are kept and maintained solely at, or in transit to and from, the Loan Parties’ chief executive offices at


 


(i) 112 West 34th Street, New York, New York 10120


 


(ii) 201 Willowbrook Blvd., Wayne, New Jersey 07470


 


(iii) those locations which are listed on EXHIBIT 4-5 annexed hereto, as such EXHIBIT may be amended from time to time, which EXHIBIT includes, with respect to each such location, the name and address of the landlord on the Lease which covers such location (or an indication that a Loan Party owns the subject location) and of all service bureaus with which any such records are maintained.


 


(b) No Loan Party shall remove any of the Collateral from said chief executive office or those locations listed on EXHIBIT 4-5 except:


 


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


 


(ii) to move Inventory, Equipment and other assets  from one such location to another such location; or


 


(iii) to utilize such of the Collateral as is removed from such locations in the ordinary course of business (such as motor vehicles).


 


(iv) to accomplish other dispositions permitted pursuant to Section 4-12(d) hereof.


 


(v) otherwise upon thirty (30) days prior written notice to the Lender.


 


(c) Except (i) with respect to Inventory delivered to a processor for finishing, (ii) with respect to Inventory in transit, and (iii) as otherwise disclosed pursuant to, or permitted by, this Section 4-5, no tangible personal property of a Loan Party is in the care or custody of any third party or stored or entrusted with a bailee or other third party and none shall hereafter be placed under such care, custody, storage, or entrustment.


 


 




  





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4-6. Title to Assets.


 


(a) Each of the Loan Parties is, and shall hereafter remain, the owner of, or holder of subsisting license or leasehold rights in and to, the Collateral free and clear of all Encumbrances with the exceptions of the following (the “Permitted Encumbrances”):


 


(i) Encumbrances in favor of the Lender.


 


(ii) Those Encumbrances (if any) listed on EXHIBIT 4-6, annexed hereto.


 


(iii) Purchase money security interests in Equipment to secure Indebtedness otherwise permitted hereby.


 


(iv) Encumbrances for taxes, governmental assessments or charges in the nature of taxes not yet due or which are being contested in good faith by appropriate proceedings as to which adequate reserves are maintained on the books of the Loan Parties in accordance with GAAP.


 


(v) Encumbrances in respect of property or assets of the Loan Parties imposed by law, which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, customs broker’s, materialmen’s, repairmen’s, and mechanics’ liens and other similar Encumbrances, in each case in respect of obligations not overdue for a period of more than thirty (30) days or which are being contested in good faith by appropriate proceedings.


 


(vi) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation.


 


(vii) Encumbrances arising under Capital Leases.


 


(viii) Encumbrances resulting from the sale, transfer and assignment of retail Accounts to credit card processors.


 


(ix) Deposits to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, all to the extent such obligations are otherwise permitted hereunder.


 


(x) Encumbrances on Equipment of a Person which becomes a Subsidiary after the date hereof pursuant to, and Equipment acquired in connection with, a Permitted Acquisition, provided that (A) such Encumbrances existed at the time such Person became a Subsidiary or such Equipment was acquired and were not created in anticipation of the acquisition, and (B) any such Encumbrance does not cover any other assets of such Person after it became a Subsidiary or any other assets of the Loan Parties after such Equipment was acquired, and (C) such Encumbrance does not secure any Indebtedness other than Indebtedness existing immediately prior to the time such Person became a Subsidiary or the time of such acquisition.


 


 




  





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(xi) Encumbrances consisting of the right of setoff of a customary nature or bankers’ liens on amounts on deposit incurred in the ordinary course of business.


 


(xii) Encumbrances on goods in favor of customs and revenue authorities which secure the payment of customs duties in connection with the importation of such goods, which obligations are not overdue.


 


(xiii) Encumbrances constituting precautionary filings by lessors and bailees with respect to assets which are leased or entrusted to a Loan Party but in which assets such Loan Party has mere possessory rights.


 


(xiv) Encumbrances arising from judgments which do not result in an Event of Default under Section 10-10 hereof.


 


(b) No Loan Party has or shall have possession of any property on consignment.


 


(c) No Loan Party shall acquire or obtain the right to use any Equipment, the acquisition or right to use of which Equipment is otherwise permitted by this Agreement, in which Equipment any third party has an interest, except for:


 


(i) Equipment which is merely incidental to the conduct of a Loan Party’s business.


 


(ii) Equipment, the acquisition or right to use of which has been consented to by the Lender, which consent may be conditioned upon the Lender’s receipt of such agreement with the third party which has an interest in such Equipment as is satisfactory to the Lender.


 


(iii) Equipment, the acquisition of which is permitted pursuant to  Section 4-7(c) hereof or which is the subject of an operating lease (but not Capital Leases).


 


4-7. Indebtedness.  No Loan Party has or shall hereafter have any Indebtedness with the exceptions of:


 


(a) Any Indebtedness to the Lenders.


 


(b) The Indebtedness (if any) listed on EXHIBIT 4-7, annexed hereto.


 


(c) Capital Lease obligations and purchase money Indebtedness not to exceed the aggregate principal amount outstanding in excess of $25,000,000.00, and extensions, renewals and refinancings thereof  on terms no less favorable in any material respect to the Loan Parties than the Indebtedness or Capital Lease being refinanced.


 


(d) Subordinated Indebtedness.


 


 




  





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(e) Other Indebtedness not to exceed $50,000,000.00 outstanding at any time.


 


4-8. Insurance Policies.


 


(a) EXHIBIT 4-8, annexed hereto, is a schedule of all material insurance policies owned by the Loan Parties or under which the Loan Parties are the named insured as of the date hereof .  Each of such policies is in full force and effect.  None of the issuers (to the Borrower’s knowledge) of any such policy, have provided notice that the Loan Parties are in default or violation of any such policy.


 


(b) The Loan Parties shall have and maintain at all times insurance covering such risks, in such amounts, containing such terms, in such form, for such periods, and written by such companies as may be reasonably satisfactory to the Lender .  The coverage reflected on EXHIBIT 4-8 presently satisfies the foregoing requirements, it being recognized by the Loan Parties, however, that such requirements may change hereafter to reflect changing circumstances.  All insurance carried by the Loan Parties shall provide for a minimum of fourteen (14) days’ written notice of cancellation to the Lender and all such insurance which covers the Collateral shall include an endorsement in favor of the Lender, as loss payee and additional insured, which endorsement shall provide that the insurance, to the extent of the Lender’s interest therein, shall not be impaired or invalidated, in whole or in part, by reason of any act or neglect of the Loan Parties or by the failure of the Loan Parties to comply with any warranty or condition of the policy.  In the event of the failure by the Loan Parties to maintain insurance as required herein, the Lender , at its option, may obtain such insurance, provided, however, the Lender’s obtaining of such insurance shall not constitute a cure or waiver of any Event of Default occasioned by the Loan Parties’ failure to have maintained such insurance.  The Loan Parties shall furnish to the Lender certificates or other evidence satisfactory to the Lender regarding compliance by the Loan Parties with the foregoing insurance provisions.


 


(c) After the occurrence, and during the continuance, of an Event of Default, the Loan Parties shall each advise the Lender of each claim made by a Loan Party under any policy of insurance which covers the Collateral and will permit the Lender, at the Lender’s option in each instance, to the exclusion of the Loan Parties, to conduct the adjustment of each such claim. The Loan Parties each hereby appoint the Lender as such Loan Party’s attorney in fact, exercisable after the occurrence, and during the continuance, of an Event of Default, to obtain, adjust, settle, and cancel any insurance described in this section and to endorse in favor of the Lender any and all drafts and other instruments with respect to such insurance.  This appointment, being coupled with an interest, is irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender.  The Lender shall not be liable on account of any exercise pursuant to said power except for any exercise in actual willful misconduct and bad faith.  The Lender may apply any proceeds of such insurance against the Liabilities, whether or not such have matured, in such order of application as the Lender may determine.


 


4-9. Licenses.  Each material license, distributorship, franchise, and similar agreement issued to, or to which a Loan Party is a party is in full force and effect.  To the Borrower’s knowledge, no party to any such license or agreement is in default or violation thereof. No Loan Party has received any notice or threat of cancellation of any such license or agreement.


 


 




  





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4-10. Leases.  EXHIBIT 4-10, annexed hereto, is a schedule of all presently effective Capital Leases (other than Capital Leases the total obligations under which do not aggregate more than $100,000).  EXHIBIT 4-5 includes a list of all other presently effective Leases.  Each of such Leases and Capital Leases presently is in full force and effect.  As of the date hereof, no party to any such Lease or Capital Lease is in default or violation in any material respect of any such Lease or Capital Lease (for which the Loan Party has not received an indemnification from the Seller) and no Loan Party has received any notice or threat of cancellation of any such Lease or Capital Lease.  Each Loan Party hereby authorizes the Lender at any time and from time to time after the occurrence, and during the continuance, of an Event of Default to contact any of the Loan Party’s landlords in order to confirm the Loan Party’s continued compliance with the terms and conditions of the Lease(s) between such Loan Party and that landlord and to discuss such issues, concerning the Loan Party’s occupancy under such Lease(s), as the Lender  may determine.


 


4-11. Requirements of Law.  Each Loan Party is in compliance with, and shall hereafter comply with and use its respective assets in compliance with, all Requirements of Law, except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect.  No Loan Party has received any notice of any material violation of any Requirement of Law, which violation has not been cured or otherwise remedied.


 


4-12. Maintain Properties.  The Loan Parties each shall:


 


(a) Keep the Collateral in good order and repair (ordinary reasonable wear and tear and insured casualty excepted).


 


(b) Not suffer or cause the waste or destruction of any material part of the Collateral.


 


(c) Not use any of the Collateral in violation of any policy of insurance thereon.


 


(d) Not sell, lease, or otherwise dispose of any of the Collateral, other than the following:


 


(i) The sale of Inventory in compliance with this Agreement.


 


(ii) as long as no Event of Default exists or would arise as a result thereof, the disposal of Equipment which is obsolete, worn out, or damaged beyond repair, which Equipment is replaced to the extent necessary to preserve or improve the operating efficiency of the Loan Parties .


 


(iii) The surrender, disposition, or expiration of Collateral (such as trademarks and copyrights) no longer used or useful for the conduct of the Loan Parties’ businesses in the ordinary course.


 


(iv) The turning over to the Lender of all Receipts as provided herein.


 


 




  





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(v) The transfer , sale and assignment of retail Accounts to credit card processors.


 


4-13. Pay Taxes/Tax Shelter Regulations.


 


(a) Except as disclosed on EXHIBIT 4-13, (i) all tax returns (federal, state, local or foreign) that relate to or include any Loan Party and that are due on or before the date hereof, taking into account any extensions for the filing thereof, have been or will be prepared and timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such tax returns are or will be correct and complete insofar as they relate to the Loan Parties, and (iii) all taxes (federal, state, local or foreign) for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been or will be paid in full.


 


(b) Each Loan Party has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party or by any governmental authority, except to the extent such taxes are being contested by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAP; properly exercise any trust responsibilities imposed upon a Loan Party by reason of withholding from employees’ pay or by reason of a Loan Party’s receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Parties; and timely file all tax and other returns and other reports with each governmental authority to whom a Loan Party is obligated to so file, in each case, taking into account any applicable extension periods.


 


(c) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Lender may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s Employee Benefit Plan as the Lender, in the Lender’s discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Lender’s making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s  failure to have made such payment.


 


(d) The Borrower does not intend to treat the Revolving Credit and the L/Cs and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4).  In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Lender thereof.  If the Borrower so notifies the Lender, the Borrower acknowledges that the Lender may treat the Revolving Credit and/or its interest in the L/Cs as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Lender, will maintain the lists and other records required by such Treasury Regulation.


 


 




  





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4-14. No Margin Stock.  No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Regulations U,T, and X of the Board of Governors of the Federal Reserve System of the United States).  No part of the proceeds of any borrowing hereunder will be used at any time to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock.


 


4-15. ERISA.  From and after the date hereof, none of the Loan Parties nor any ERISA Affiliate shall, in any manner which could reasonably be expected to have a Material Adverse Effect:


 


(a) Fail to comply in all material respects with any Employee Benefit Plan.


 


(b) Fail timely to file all reports and filings required by ERISA to be filed by a Loan Party.


 


(c) Engage in any non-exempt “prohibited transactions” (as described in ERISA).


 


(d) Engage in, or commit, any act such that a tax or penalty could be imposed upon the Loan Parties on account thereof pursuant to ERISA.


 


(e) Accumulate any material funding deficiency within the meaning of Section 302 of ERISA.


 


(f) Terminate any Employee Benefit Plan such that a lien could be asserted against any assets of the Loan Parties on account thereof pursuant to ERISA.


 


(g) Be a member of, contribute to, or have any obligation under any Employee Benefit Plan which is a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.


 


4-16. Hazardous Materials.


 


(a) Other than matters that could not reasonably be expected to have a Material Adverse Effect, no Loan Party has ever:


 


(i) Been legally responsible for any release or threat of release of any Hazardous Material.


 


(ii) Received notification of any release or threat of release of any Hazardous Material from any site or vessel occupied or operated by a Loan Party and/or of the incurrence of any expense or loss in connection with the assessment, containment, or removal of any release or threat of release of any Hazardous Material from any such site or vessel.


 


(b) The Loan Parties each shall:


 


 




  





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(i) Dispose of any Hazardous Material only in compliance with all Environmental Laws, except for dispositions which could not reasonably be expected to have a Material Adverse Effect.


 


(ii) Not store on any site or vessel occupied or operated by a Loan Party and not transport or arrange for the transport of any Hazardous Material, except if such storage or transport is in the ordinary course of the Loan Parties’ business and is in compliance with all Environmental Laws or could not reasonably be expected to have a Material Adverse Effect.


 


(c) The Loan Parties shall provide the Lender with written notice upon such Loan Party obtaining knowledge of any incurrence of any expense or loss by any governmental authority or other Person in connection with the assessment, containment, or removal of any Hazardous Material, for which expense or loss a Loan Party may be liable, other than expense or loss that could not reasonably be expected to have a Material Adverse Effect.


 


4-17. Litigation.  Except as described in EXHIBIT 4-17, annexed hereto, there is not presently pending or threatened by or against the Loan Parties any suit, action, proceeding, or investigation which, if determined adversely to the Loan Parties, would have a material adverse effect upon the Loan Parties ‘s financial condition or ability to conduct its business as such business is presently conducted or is contemplated to be conducted in the foreseeable future.


 


4-18. Dividends or Investments.  No Loan Party shall:


 


(a) Pay any dividend or make any other distribution (whether in cash, securities or other property) with respect to any class of its capital stock, or make any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any or its capital stock or any option, warrant or other right to acquire such capital stock except by a Guarantor to the Borrower or unless the Liquidity Requirements are satisfied.


 


(b) Intentionally Omitted.


 


(c) Except as provided in Section 4-25 or with respect to Permitted Acquisitions, invest in or purchase any stock or securities or rights to purchase any such stock or securities, of any corporation or other entity.


 


(d) Merge or consolidate or be merged or consolidated with or into any other corporation or other entity, other than (i) the merger of any of the Borrower’s Subsidiaries with and into the Borrower, and (ii) in connection with any Permitted Acquisitions.


 


(e) Consolidate any of a Loan Party’s operations with those of any other corporation or other entity, except in connection with any Permitted Acquisition.


 


(f) Organize or create any Subsidiary, other than in connection with a Permitted Acquisition and only if (i) such Subsidiary guarantees the repayment of the Liabilities and (ii) such Subsidiary grants the Lender a first priority Encumbrance (subject to Permitted Encumbrances) on all of its assets, all of the foregoing satisfactory in form and substance to the Lender.


 


 




  





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(g) Subordinate any debts or obligations owed to a Loan Party by any third party to any other debts owed by such third party to any other Person.


 


(h) Acquire any assets other than Permitted Acquisitions, by the making of Capital Expenditures to the extent permitted hereunder, and other than in the ordinary course and conduct of the Loan Parties business permitted under Section 4-21 hereof.


 


4-19. Loans.  No Loan Party shall make any loans or advances to, nor acquire the Indebtedness of, any Person, provided, however, the foregoing does not prohibit any of the following:


 


(a) Advance payments made to the Loan Parties’ suppliers in the ordinary course.


 


(b) Advances to a Loan Party’s officers, employees, and salespersons with respect to reasonable expenses to be incurred by such officers, employees, and salespersons for the benefit of such Loan Party in the ordinary course of business, which expenses are properly substantiated by the person seeking such advance and properly reimbursable by such Loan Party.


 


(c) Advances on account of sales of Inventory in the ordinary course of business made on credit and all Accounts arising therefrom.


 


(d) Provided that the Liquidity Requirements have been satisfied, loans and/or Investment in or to Aeropostale Canada.


 


(e) Loans and/or Investments by one Loan Party to another in the ordinary course of business.


 







4-20. Protection of Assets.  The Lender, in the Lender’s reasonable discretion, and from time to time, may discharge any tax or Encumbrance on any of the Collateral, or take any other action that the Lender may deem necessary to repair, insure, maintain, preserve, collect, or realize upon any of the Collateral.  The Lender shall not have any obligation to undertake any of the foregoing and shall have no liability on account of any action so undertaken except where there is a specific finding in a judicial proceeding (in which the Lender has had an opportunity to be heard), from which finding no further appeal is available, that the Lender had acted in actual bad faith or in a grossly negligent manner.  The Borrower shall pay to the Lender, on demand, or the Lender, in its reasonable discretion, may add to the Loan Account, all amounts paid or incurred by the Lender pursuant to this section.  The obligation of the Borrower to pay such amounts is a Liability.


 


4-21. Line of Business.No Loan Party shall engage in any business other than the business in which it is currently engaged (which is agreed to be the design, sourcing, marketing, distribution and sale of apparel products and accessories and the licensing of trade names, trademarks and intellectual property to third Persons in connection with the foregoing), any business reasonably related thereto or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto.


 


 




  





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4-22. Affiliate Transactions.  No Loan Party shall make any payment, nor give any value to any Related Entity except for goods and services actually purchased by such Loan Party from, or sold by such Loan Party to, such Related Entity for a price and on terms which shall not be less favorable to the Loan Party from those which would have been charged in an arms length transaction, except:


 


(a)  until the occurrence, and during the continuance, of an Event of Default, the Loan Parties may (a) pay management fees at the times and in the amounts, and (b) may maintain and make payments with respect to those transactions, in each case as set forth in EXHIBIT 4-22 hereof;


 


(b) transactions in the ordinary course of business among the Loan Parties;


 


(c) provided that the Liquidity Requirements have been satisfied, loans to, payments to, or Investments in Aeropostale Canada.


 


4-23. Additional Assurances.


 


(a) Except as set forth on EXHIBIT 4-23, no Loan Party is the owner of, nor has it any interest in, any property or asset which, immediately upon the satisfaction of the conditions precedent to the effectiveness of the credit facility contemplated hereby (Article 3) will not be subject to a perfected security or other collateral interest in favor of the Lender (subject only to Permitted Encumbrances) to secure the Liabilities.


 


(b) Except as set forth on EXHIBIT 4-23, no Loan Parties will hereafter acquire any asset or any interest in property which is not, immediately upon such acquisition, subject to such a perfected security or other collateral interest in favor of the Lender to secure the Liabilities (subject only to Permitted Encumbrances).


 


(c) The Loan Parties shall each execute and deliver to the Lender such instruments, documents, and papers, and shall do all such things from time to time hereafter as the Lender may reasonably request to carry into effect the provisions and intent of this Agreement; to protect and perfect the Lender’s security interests in the Collateral; and to comply in all material respects with all applicable statutes and laws, and facilitate the collection of the Receivables Collateral.  The Loan Parties shall each execute all such instruments as may be reasonably required by the Lender with respect to the recordation and/or perfection of the security interests created herein.


 


(d) Each Loan Party hereby designates the Lender as and for such Loan Party’s true and lawful attorney, with full power of substitution, to sign and file any financing statements in order to perfect or protect the Lender’s security and other collateral interests in the Collateral.


 


 




  





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(e) To the full extent permitted by applicable law, a carbon, photographic, or other reproduction of this Agreement or of any financing statement or other instrument executed pursuant to this Section 4-23 shall be sufficient for filing to perfect the security interests granted herein.


 


(f) On or before January 30, 2008 the Borrower shall cause Aeropostale Canada to execute such documents and take such steps as the Lender reasonably request in order for Aeropostale Canada to become a Guarantor hereunder and to have its assets included in the Borrowing Base.


 


4-24. Adequacy of Disclosure.


 


(a) All financial statements for periods after the date hereof which are furnished to the Lender by the Loan Parties shall be prepared in accordance with GAAP consistently applied and present fairly, in all material respects, the condition of the Loan Parties at the date(s) thereof and the results of operations and cash flows for the period(s) covered.


 


(b) Intentionally Omitted


 


(c) As of the Second Amendment Effective Date, no Loan Party has any contingent obligations or obligation under any Lease or Capital Lease which is not noted in the Loan Party’s financial statements furnished to the Lender prior to the execution of this Agreement.


 


(d) No document, instrument, agreement, or paper now or hereafter given the Lender by or on behalf of a Loan Party in connection with the execution of this Agreement by the Lender contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein not misleading.  There is no fact known to a Loan Party which has, or which, in the foreseeable future would reasonably be expected to have, a material adverse effect on the financial condition of the Loan Parties which has not been disclosed in writing to the Lender.


 


4-25. Investments.  As long as no Cash Dominion Event exists, the Loan Parties may make investments consisting of Cash Equivalents maintained at such bank(s) as the Borrower may select.


 


4-26. Prepayments of Indebtedness.


 


No Loan Party will make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:


 


(a) as long as no Event of Default has occurred and is continuing or would result therefrom, mandatory payments and prepayments of interest and principal as and when due in respect of any Indebtedness permitted hereunder, excluding any Subordinated Indebtedness;


 


 




  





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(b)  payments on account of Subordinated Indebtedness to the extent permitted under any subordination agreement or provisions governing such Indebtedness;


 


(c) voluntary prepayments of Indebtedness permitted hereunder (other than Subordinated Indebtedness) as long as the Liquidity Requirement is satisfied; and


 


(d) refinancings of Indebtedness to the extent permitted under this Agreement.


 


4-27. Other Covenants.No Loan Party shall indirectly do or cause to be done any act which, if done directly by a Loan Party, would breach any covenant contained in this Agreement.


 


Article 5 - Financial Reporting and Performance Covenants:


 


5-1. Maintain Records.  The Borrower shall, and shall cause each Guarantor to:


 


(a) At all times, keep proper books of account, in which full, true, and accurate entries shall be made of all of the Loan Parties’ transactions, all in accordance with GAAP, applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and its results of operations for, the periods in question.


 


(b) Timely provide the Lender with those financial reports, statements, and schedules required by this Article 5 or otherwise, each of which reports, statements and schedules shall be prepared, to the extent applicable, in accordance with GAAP (but for the absence of footnotes and year end adjustments), applied consistently with all prior periods, to fairly reflect, in all material respects, the financial condition of the Loan Parties at the close of, and their results of operations for, the period(s) covered therein.


 


(c) At all times, keep accurate (in all material respects) and current records of the Collateral including, without limitation, accurate current stock, cost, and sales records of its respective Inventory, accurately and sufficiently itemizing and describing the kinds, types, and quantities of Inventory and the cost and selling prices thereof.


 


(d) At all times, retain independent certified public accountants who are reasonably satisfactory to the Lender and instruct such accountants to fully cooperate with, and be available to, the Lender to discuss a Loan Party’s financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such accountants, as may be raised by the Lender.


 


(e) Not change a Loan Party’s fiscal year for book accounting purposes, except in connection with an initial public offering of the Borrower’s capital stock.


 


5-2. Access to Records.


 


(a) The Borrower shall, and shall cause each Guarantor to, afford the Lender and the Lender’s representatives with access from time to time, during normal business hours and, unless an Event of Default exists, upon reasonable notice, as the Lender and such representatives may require to all properties owned by or over which a Loan Party has control.  The Lender and the Lender’s representatives shall have the right, and the Borrower will, and will cause each Guarantor to, permit the Lender and such representatives from time to time as the Lender and such representatives may request, during normal business hours and, unless an Event of Default exists, upon reasonable notice, to examine, inspect, copy, and make extracts from any and all of the Loan Parties’ books, records, electronically stored data, papers, and files pertaining to its business operations, financial information or the Collateral.  The Borrower shall, and shall cause the Guarantor to, make copying facilities reasonably available to the Lender.


 


 




  





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(b) The Borrower for itself, and as the sole shareholder or member, as applicable, of each Guarantor , hereby authorizes the Lender and the Lender’s representatives to:


 


(i) Inspect, copy, duplicate, review, cause to be reduced to hard copy, run off, draw off, and otherwise use any and all computer or electronically stored information or data which relates to the Loan Parties, whether in the possession of a Loan Party or in the possession of any service bureau, contractor, accountant, or other person, (and the Loan Parties each directs any such service bureau, contractor, accountant, or other person fully to cooperate with the Lender and the Lender’s  representatives with respect thereto), provided that, except as set forth in Section 5-10 hereof, such inspections and reviews shall not be undertaken by the Lender as long as no Event of Default then exists and is continuing.


 


(ii) Verify at any time the Collateral or any portion thereof, including verification with Account Debtors, and/or with each Loan Party’s computer billing companies, collection agencies, and accountants and to sign the name of the Loan Party on any notice to such Loan Party’s Account Debtors or verification of the Collateral, provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed).


 


5-3. Prompt Notice to Lender.


 


(a) The Borrower shall, and shall cause each Guarantor to, provide the Lender with written notice promptly upon the occurrence of any of the following events, which written notice shall be with reasonable particularity as to the facts and circumstances in respect of which such notice is being given:


 


(i) Any change in a Loan Party’s executive officers.


 


(ii) The completion of any physical count of a Loan Party’s Inventory (together with a copy of the certified results thereof).


 


(iii) Any ceasing of any Loan Party making of payment, in the ordinary course, to a material portion (in amount or number) of its creditors.


 


(iv) Any failure by a Loan Party to pay rent at any of the locations, which failure continues for more than twenty (20) Business Days following the day on which such rent first came due, except for Leases for such locations which have been terminated or abandoned by a Loan Party.


 


 




  





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(v) Any material change in the business, operations, or financial affairs of a Loan Party.


 


(vi) The occurrence of any Suspension Event, that has not been cured by the Loan Parties or waived by the Lender.


 


(vii) Any decision on the part of a Loan Party to discharge a Loan Party’s present independent accountants or any withdrawal or resignation by such independent accountants from their acting in such capacity (as to which, see Subsection 5-1(d)).


 


(viii) Any litigation which, if determined adversely to a Loan Party, would reasonably be expected to have a material adverse effect on the financial condition of such Loan Party.


 


(ix) The acquisition by a Loan Party of any Commercial Tort Claim.


 


(x) The intention by Borrower to treat the Revolving Credit and/or the L/Cs and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), by delivering a duly completed copy of IRS Form 8886 or any successor form.


 


(b) The Borrower shall, and shall cause each Guarantor to, provide the Lender, when received by the Borrower or Guarantor, with a copy of any management letter or similar communications from any accountant of the Borrower or Guarantor.


 


5-4. Intentionally Omitted.


 


5-5. Borrowing Base Certificates.  Monthly, within seven (7) days after the end of the Borrower’s prior fiscal month, the Borrower shall provide the Lender with a certificate in the form of Exhibit 5-5 (a “Borrowing Base Certificate”) showing the Borrowing Base as of the close of business on the last day of the Borrower’s immediately preceding fiscal month, each such Certificate to be certified as complete and correct on behalf of the Borrower by a Responsible Officer of the Borrower.


 


5-6. Monthly Reports.  Only if a Cash Dominion Event exists, within twenty (20) days following the end of each of the Borrower’s fiscal months, the Borrower shall provide the Lender with original counterparts of an internally prepared financial statement of the Loan Parties’ financial condition and the results of their respective operations for, the period ending with the end of the subject month, which financial statement shall include, at a minimum, a balance sheet, income statement (on a “consolidated” basis), cash flow and comparison of same store sales for the corresponding quarter of the then immediately previous year, as well as to the Business Plan, and management’s analysis and discussion of the operating results reflected therein.


 


5-7. Quarterly Reports.  Within forty-five (45) days following the end of each of the Borrower’s fiscal quarters, the Borrower shall provide the Lender with original counterparts of an internally prepared financial statement of the Loan Parties’ financial condition and the results of their respective operations for, the period ending with the end of the subject quarter, which financial statement shall include, at a minimum, a balance sheet, income statement (on a “consolidated” basis), cash flow and comparison of same store sales for the corresponding quarter of the then immediately previous year, as well as to the Business Plan, and management’s analysis and discussion of the operating results reflected therein.  The delivery either electronically or in paper to the Lender of the Borrower’s Form 10Q or Form 10K, as the case may be, which is filed with the Securities and Exchange Commission shall satisfy the Borrower’s obligations under this Section 5-7.


 


 




  





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5-8. Annual Reports.


 


(a) Annually, within ninety (90) days following the end of the Borrower’s fiscal year, the Borrower shall furnish the Lender with an original signed counterpart of the Borrower’s consolidated annual financial statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Borrower’s independent certified public accountants (i.e. said statement shall be “certified” by such accountants).  Such annual statement shall include, at a minimum (with comparative information for the then prior fiscal year) a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.  The delivery either electronically or in paper to the Lender of the Borrower’s Form 10K which is filed with the Securities and Exchange Commission shall satisfy the Borrower’s obligations under this Section 5-8(a).


 


(b) No later than the earlier of fifteen (15) days prior to the end of each of the Borrower’s fiscal years or the date on which such accountants commence their work on the preparation of the Borrower’s annual financial statement, the Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Lender) that:


 


(i) Such annual financial statement will be delivered by the Borrower to the Lender.


 


(ii) It is an intention of the Loan Parties, in their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.


 


(iii) The Loan Parties have been advised that the Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.


 


(c) Each annual statement shall be accompanied by such accountant’s Certificate indicating that, in the preparation of such annual statement, such accountants did not conclude that any Suspension Event had occurred during the subject fiscal year (or if one or more had occurred, the facts and circumstances thereof).


 


5-9. Intentionally Omitted.


 


5-10. Inventories, Appraisals, and Audits.


 


(a) The Lender, at the expense of the Borrower, may observe each physical count and/or inventory of so much of the Collateral as consists of Inventory which is undertaken on behalf of, and at the request of, a Loan Party.


 


 




  





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(b) The Loan Parties, at their own expense, shall cause not less than one (1) physical inventory to be undertaken in each twelve (12) month period during which this Agreement is in effect to be conducted by a national third party inventory taker.


 


(i) The Loan Parties shall provide the Lender with a copy of the final results of each such inventory (as well as of any other physical inventory undertaken by a Loan Party) within fourteen (14) days following the completion of such inventory.


 


(ii) The Borrower shall provide the Lender with a reconciliation of the results of each such inventory (as well as of any other physical inventory undertaken by a Loan Party) to the Loan Party’s books and records within forty-five (45) days following completion of such inventory.


 


(iii) The Lender, in its discretion, following the occurrence, and during the continuance, of a Suspension Event, may cause such additional inventories to be taken as the Lender determines (each, at the expense of the Borrower).


 


(c) Upon the Lender’s request from time to time, the Borrower shall, and shall cause each Guarantor to, permit the Lender to obtain appraisals conducted by such appraisers as are satisfactory to the Lender and using a methodology similar in scope and nature as was undertaken on behalf of the Lender prior to the effectiveness of this Agreement.  Without limiting the foregoing, the Lender may obtain periodic Inventory liquidation analyses performed by Hilco/Great American Group or another liquidation analysis firm selected by the Lender; provided that the expense for any such appraisals shall be borne by the Lender (except as provided in the final two sentences of this clause), unless and until the Aggregate Outstandings exceed, or are anticipated to exceed, $75,000,000.  At any time after the Aggregate Outstandings exceed, or are anticipated to exceed, $75,000,000, the Lender shall have the right to undertake two appraisals, at the Loan Parties’ expense, in each twelve month period.  After the occurrence and during the continuance of an Event of Default, all such appraisals shall be undertaken at the Loan Parties’ expense.


 


(d) Upon the Lender’s request from time to time, the Borrower shall, and shall cause each Guarantor to, permit the Lender to conduct commercial finance audits of the Borrower’s and Guarantor’s books and records using a methodology similar in scope and nature as was undertaken on behalf of the Lender prior to the effectiveness of this Agreement, provided that the expense for any such audits shall be borne by the Lender (except as provided in the final two sentences of this clause), unless and until the Aggregate Outstandings exceed, or are anticipated to exceed, $75,000,000.  At any time after the Aggregate Outstandings exceed, or are anticipated to exceed, $75,000,000, the Lender shall have the right to undertake two audits, at the Loan Parties’ expense, in each twelve month period.  After the occurrence and during the continuance of an Event of Default, all such audits shall be undertaken at the Loan Parties’ expense.


 


(e) Intentionally Omitted.


 


 




  





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5-11. Additional Financial Information.


 


(a) In addition to all other information required to be provided pursuant to this Article 5, the Borrower promptly shall provide the Lender (and shall cause each Guarantor and any other guarantor of the Liabilities to also provide the Lender), with such other and additional information concerning the Borrower or Guarantor, the Collateral, the operation of the Borrower’s or Guarantor’s business, and the Borrower’s or Guarantor’s) financial condition, including original counterparts of financial reports and statements, as the Lender may from time to time reasonably request from the Borrower.


 


(b) The Borrower may provide the Lender, at the Lender’s discretion, from time to time hereafter, with updated projections of the Loan Parties’ anticipated performance and operating results.


 


(c) In all events, the Borrower, no sooner than ninety (90) nor later than thirty (30) days prior to the end of each of the Borrower’s fiscal years, shall furnish the Lender with an updated and extended balance sheet, income statement, cash flow statement (including an Availability model), prepared on a monthly basis and which shall go out at least through the end of the then next fiscal year. Together with such updated and extended projections, the Borrower shall deliver to the Lender a description of the methodology and assumptions upon which the projections were prepared.


 


(d) The Loan Parties each recognizes that all appraisals, inventories, analysis, financial information, and other materials which the Lender may obtain, develop, or receive with respect to the Loan Parties is confidential to the Lender and that, except as otherwise provided herein, no Loan Party is entitled to receipt of any of such appraisals, inventories, analysis, financial information, and other materials, nor copies or extracts thereof or therefrom.


 


5-12. Intentionally Omitted.


 


Article 6 - Use and Collection of Collateral:


 


6-1. Use of Inventory Collateral.


 


(a) The Borrower shall not, and shall cause each Guarantor not to engage in any sale of the Inventory other than for fair consideration in the conduct of the Borrower’s or Guarantor’s business in the ordinary course (other than promotions, markdowns, and discounts in the ordinary course of business) nor shall either engage in sales or other dispositions to creditors in reduction or satisfaction of such creditors’ claims; sales or other dispositions in bulk; or any use of any of the Inventory in breach of any provision of this Agreement. Notwithstanding the foregoing, the Loan Parties may “job-out” end of season and slow-moving Inventory, provided that the Inventory so disposed of does not exceed five percent (5%) of the Loan Parties’ aggregate retail receipts in any fiscal year.


 


(b) No sale of Inventory shall be on consignment, approval, or under any other circumstances such that, with the exception of the Loan Parties’ customary return policy applicable to the return of inventory purchased by the Loan Parties’ retail customers in the ordinary course, such Inventory may be returned to the Loan Parties without the consent of the Lender.


 


 




  





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6-2. Adjustments and Allowances.  A Loan Party may grant such allowances or other adjustments to the such Loan Party’s Account Debtors as the Loan Party, respectively, may reasonably deem to accord with sound business practice, provided, however, the authority granted the Loan Parties pursuant to this Section 6-2 may be limited or terminated by the Lender at any time after the occurrence, and during the continuance, of an Event of Default in the Lender’s discretion.


 


6-3. Validity of Accounts.


 


(a) The amount of each Account shown on the books, records, and invoices of the Loan Parties represented as owing by each Account Debtor is and will be the correct amount actually owing by such Account Debtor (subject to adjustments for returned Inventory in the ordinary course of business) and shall have been fully earned by performance by such Loan Party.


 


(b) The Lender, from time to time (at the expense of the Borrower in each instance), may verify the validity, amount, and all other matters with respect to the Receivables Collateral directly with Account Debtors (including without limitation, by forwarding balance verification requests to each Loan Party’s Account Debtors), and with each Loan Party’s accountants, collection agents, and computer service bureaus (each of which is hereby authorized and directed to cooperate in full with the Lender and to provide the Lender with such information and materials as the Lender may request), provided that, as long as no Event of Default exists and is continuing, the form and content of any such verification letters shall be subject to the prior approval of the Borrower (whose consent shall not be unreasonably withheld or delayed).


 


(c) No Loan Party has knowledge of any impairment of the validity or collectibility of any of the Accounts (other than customary adjustments and chargebacks in the ordinary course of business) and shall notify the Lender of any such fact immediately after a Loan Party becomes aware of any such impairment.


 


(d) Except as set forth in EXHIBIT 6-3, no Loan Party shall post any bond to secure a Loan Party’s performance under any agreement to which a Loan Party is a party nor cause any surety, guarantor, or other third party obligee to become liable to perform any obligation of a Loan Party (other than to the Lender) in the event of Loan Party’s failure so to perform.


 


6-4. Notification to Account Debtors.  The Lender shall have the right at any time after the occurrence, and during the continuance, of an Event of Default, to notify any of a Loan Party’s Account Debtors to make payment directly to the Lender and to collect all amounts due on account of the Collateral.


 


 




  





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Article 7 - Cash Management. Payment of Liabilities:


 


7-1. Depository Accounts.


 


(a) Annexed hereto as EXHIBIT 7-1 is a Schedule of all present DDAs, which Schedule includes, with respect to each depository (i) the name and address of that depository; (ii) the account number(s) of the account(s) maintained with such depository; and (iii) a contact person at such depository.


 


(b) To the extent not previously delivered to the Lender, the Borrower shall, and shall cause each Guarantor to, deliver to the Lender, as a condition to the effectiveness of this Agreement:


 


(i) Notification, executed on behalf of the Borrower or Guarantor, as applicable, to each depository institution with which any DDA is maintained (other than the Operating Account), in form reasonably satisfactory to the Lender, of the Lender’s interest in such DDA.


 


(ii) An agreement (generally referred to as a “Blocked Account Agreement”), in form reasonably satisfactory to the Lender, with any depository institution at which a Blocked Account is maintained.


 


(iii) An agreement, in form reasonably satisfactory to the Lender, with any depository institution at which the Operating Account is maintained.


 


(c) No Loan Party will establish any DDA hereafter unless, contemporaneous with such establishment, such Loan Party, delivers to the Lender an agreement (in form satisfactory to the Lender) executed on behalf of the depository with which such DDA is being established.


 


7-2. Credit Card Receipts.


 


(a) Annexed hereto as EXHIBIT 7-2 is a Schedule which describes all arrangements to which each Loan Party is a party with respect to the payment to such Loan Party, of the proceeds of all credit card charges for sales by the Loan Party.


 


(b) To the extent not previously delivered to the Lender, the Borrower shall, and shall cause each Guarantor to, deliver to the Lender, as a condition to the effectiveness of this Agreement, notifications, executed on behalf of the Borrower or such Guarantor, as applicable, to each of the Borrower’s and Guarantor’s credit card clearinghouses and processors of notice (in form satisfactory to the Lender), which notice provides that payment of all credit card charges submitted by the Borrower or Guarantor to that clearinghouse or other processor and any other amount payable to the Borrower or Guarantor by such clearinghouse or other processor shall be directed to the Concentration Account or as otherwise designated from time to time by the Lender.  Neither the Borrower nor any Guarantor shall change such direction or designation except upon and with the prior written consent of the Lender.


 


 




  





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


 


(a) The following checking accounts have been or will be established (and are so referred to herein):


 


(i) The Concentration Account: Established by the Lender with Bank of America, N.A.


 


(ii) The Blocked Account: Established by the Borrower with Bank of America, N.A.


 


(iii) The Operating Account:  Established by the Borrower with Bank of America, N.A.


 


(b) The contents of each DDA, of the Operating Account, and of the Blocked Account constitutes Collateral and Proceeds of Collateral. The contents of the Concentration Account constitutes the Lender’s property.


 


(c) The Loan Parties:


 


(i) To the extent not previously delivered to the Lender, contemporaneously with the execution of this Agreement, shall provide the Lender with such agreement (generally referred to as a “Blocked Account Agreement”) of the depository with which the Blocked Account is maintained as may be reasonably satisfactory to the Lender;


 


(ii) To the extent not previously delivered to the Lender, contemporaneously with the execution of this Agreement, shall provide the Lender with such agreement of the depository with which the Operating Account is maintained as may be reasonably satisfactory to the Lender; and


 


(iii) Shall not establish any Blocked Account or Operating Account hereafter except upon not less than thirty (30) days prior written notice to the Lender and the delivery to the Lender of a similar such agreement.


 


(d) The Loan Parties shall pay all fees and charges of, and maintain such impressed balances as may be required by the Lender or by any bank in which any account is opened as required hereby (even if such account is opened by and/or is the property of the Lender).


 


7-4. Proceeds and Collection of Accounts.


 


(a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties for the Lender; shall not be commingled with any of a Loan Party’s other funds; and shall be deposited and/or transferred only to the Blocked Account.


 


 




  





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(b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the, and shall cause each Guarantor to, ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of


 


(i) the then current contents of each DDA (other than the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and


 


(ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto.


 


Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made.


 


(c) After the occurrence and during the continuance of a Cash Dominion Event, whether or not any Liabilities are then outstanding, the Loan Parties shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained.


 


(d) After the occurrence and during the continuance of a Cash Dominion Event, in the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party for the Lender and shall not be commingled with any of the Loan Party’s other funds or deposited in any account of the Loan Party other than as instructed by the Lender.


 


7-5. Payment of Liabilities.


 


(a) On each Business Day, the Lender shall apply, towards the Liabilities, the then collected balance of the Concentration Account (net of fees charged, and of such impressed balances as may be required by the bank at which the Concentration Account is maintained).


 


(b) The following rules shall apply to deposits and payments under and pursuant to this Agreement:


 


(i) Funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that notice of such deposit is available to the Lender by 2:00 PM on that Business Day.


 


(ii) Funds paid to the Lender, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that notice of such payment is available to the Lender by 2:00PM on that Business Day.


 


 




  





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(iii) If notice of a deposit to the Concentration Account (Section 7-5(b)(i)) or payment (Section 7-5(b)(ii)) is not available to the Lender until after 2:00PM on a Business Day, such deposit or payment shall be deemed to have been made at 9:00 AM on the then next Business Day.


 


(iv) All deposits to the Concentration Account and other payments to the Lender are subject to clearance and collection.


 


(c) All payments shall be applied First to pay Liabilities other than the principal balance of the Loan Account; Second in reduction of Base Rate Loans until paid in full, and Third in reduction of Eurodollar Loans until paid in full, together with any amounts which become due as a result of such payment pursuant to Section 2-7(e) hereof; provided that at the Borrower’s option, as long as no Event of Default then exists, the Borrower shall have the right, in lieu of making a prepayment on account of the Eurodollar Loans, to cause any amounts in excess of the sums required to pay the Liabilities described in clauses First and Second, above, to be deposited with the Lender and held as collateral for the Liabilities and applied to the payment of the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto, in order of maturity of such Interest Periods (or upon the occurrence, and during the continuance, of an Event of Default, to the Liabilities in such order and manner as the Lender, in its discretion, shall determine).


 


(d) The Lender shall transfer to the Operating Account any surplus in the Concentration Account remaining after the application towards the Liabilities referred to in Section 7-5(a), above (less those amount which are to be netted out, as provided therein) provided, however, in the event that both (i) a Suspension Event has occurred and is continuing, and (ii) one or more L/C’s are then outstanding, the Lender may establish a funded reserve of up to 103% of the aggregate Stated Amounts of such L/C’s.


 


7-6. The Operating Account. Except as otherwise specifically provided in, or permitted by, this Agreement, all checks shall be drawn by the Loan Parties upon, and other disbursements shall be made by the Loan Parties solely from, the Operating Account.  Until the occurrence, and during the continuance, of an Event of Default, as provided in the agreement with the depository with which the Operating Account has been established, the Lender shall not be entitled to exercise any dominion or control over the funds in the Operating Account.


 


Article 8 - Grant of Security Interest:


 


8-1. Grant of Security Interest.  To secure the Borrower’s prompt, punctual, and faithful performance of all and each of the Liabilities, the Borrower hereby grants to the Lender a continuing security interest in and to, and assigns to the Lender, (and ratifies and confirms the Borrower’s prior grant of a security interest to the Lender pursuant to the Existing Loan Agreement, in and to) the following, and each item thereof, whether now owned or now due, or in which the Borrower has an interest, or hereafter acquired, arising, or to become due, or in which the Borrower obtains an interest, and all products, Proceeds, substitutions, and accessions of or to any of the following (all of which, together with any other property in which the Lender may in the future be granted a security interest, is referred to herein as the “Collateral”):


 


 




  





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(a) All Accounts and Accounts Receivable.


 


(b) All Inventory.


 


(c) All General Intangibles, including, without limitation, all Payment Intangibles.


 


(d) All Equipment.


 


(e) All Goods.


 


(f) All Fixtures.


 


(g) All Chattel Paper.


 


(h) All books, records, and information relating to the Collateral and/or to the operation of the Borrower’s business, and all rights of access to such books, records, and information, and all property in which such books, records, and information are stored, recorded, and maintained.


 


(i) All Investment Property, Instruments, Documents, Deposit Accounts, policies and certificates of insurance, deposits, impressed accounts, compensating balances, money, cash, or other property.


 


(j) All Letter of Credit Rights and Supporting Obligations.


 


(k) All Commercial Tort Claims.


 


(l) All insurance proceeds, refunds, and premium rebates, including, without limitation, proceeds of fire and credit insurance, whether any of such proceeds, refunds, and premium rebates arise out of any of the foregoing(8-1(a) through 8-1(k)) or otherwise.


 


(m) All liens, guaranties, rights, remedies, and privileges pertaining to any of the foregoing (8-1(a) through 8-1(l)), including the right of stoppage in transit.


 


provided that, the Collateral shall not include leases or licenses and rights thereunder to the extent of enforceable anti-assignment provisions therein contained which have not been waived, provided, however, that in no event shall the foregoing be construed to exclude from the security interest created by this Agreement, proceeds or products of any such leases or licenses or any accounts receivable or the right to payments due or to become due the Borrower under any such lease or license.


 


8-2. Extent and Duration of Security Interest.  This grant of a security interest is in addition to, and supplemental of, any security interest previously granted by the Borrower to the Lender and shall continue in full force and effect applicable to all Liabilities, until all Liabilities have been paid and/or satisfied in full (other than indemnities not then due and payable, which survive repayment of the Revolving Credit Loans and the L/Cs and termination of the Commitments) and the security interest granted herein is specifically terminated in writing by a duly authorized officer of the Lender (which the Lender agrees to do upon payment and satisfaction of all such Liabilities).


 


 




  





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Article 9 - Lender As Borrower’s Attorney-In-Fact:


 


9-1. Appointment as Attorney-In-Fact.  The Borrower hereby irrevocably constitutes and appoints the Lender as the Borrower’s true and lawful attorney, with full power of substitution, exercisable only after the occurrence, and during the continuance, of an Event of Default, to convert the Collateral into cash at the sole risk, cost, and expense of the Borrower, but for the sole benefit of the Lender. The rights and powers granted the Lender by this appointment include but are not limited to the right and power to:


 


(a) Prosecute, defend, compromise, or release any action relating to the Collateral.


 


(b) Sign change of address forms to change the address to which the Borrower’s mail is to be sent to such address as the Lender shall designate; receive and open the Borrower’s mail; remove any Receivables Collateral and Proceeds of Collateral therefrom and turn over the balance of such mail either to the Borrower or to any trustee in bankruptcy, receiver, assignee for the benefit of creditors of the Borrower, or other legal representative of the Borrower whom the Lender determines to be the appropriate person to whom to so turn over such mail.


 


(c) Endorse the name of the Borrower in favor of the Lender upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of the Borrower on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral.


 


(d) Sign the name of the Borrower on any notice to the Borrower’s Account Debtors or verification of the Receivables Collateral; sign the Borrower’s name on any Proof of Claim in Bankruptcy against Account Debtors, and on notices of lien, claims of mechanic’s liens, or assignments or releases of mechanic’s liens securing the Accounts.


 


(e) Take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which the Borrower is a beneficiary.


 


(f) Repair, manufacture, assemble, complete, package, deliver, alter or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any customer of the Borrower.


 


(g) Use, license or transfer any or all General Intangibles of the Borrower.


 


9-2. No Obligation to Act.  The Lender shall not be obligated to do any of the acts or to exercise any of the powers authorized by Section 9-1 herein, but if the Lender elects to do any such act or to exercise any of such powers, it shall not be accountable for more than it actually receives as a result of such exercise of power, provided that, if the Lender elects to use or license any General Intangibles of the Borrower consisting of trademarks, copyrights or similar property, the Lender shall use reasonable efforts to preserve and maintain any such trademark, copyright or similar property (but nothing contained herein shall obligate the Lender to undertake (or refrain from undertaking) any specific action with respect thereto). The Lender shall not be responsible to the Borrower for any act or omission to act pursuant to Section 9-1, except to the extent that the subject act or omission to act had been grossly negligent or in actual bad faith.


 


 




  





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Article 10 - Events of Default:


 


The occurrence of any event described in this Article 10 shall constitute an “Event of Default” herein.  Upon the occurrence of any Event of Default described in Section 10-12, any and all Liabilities shall become due and payable without any further act on the part of the Lender.  Upon the occurrence, and during the continuance, of any other Event of Default, any and all Liabilities shall become immediately due and payable, at the option of the Lender and without notice or demand.  The occurrence and continuance of any Event of Default shall also constitute, without notice or demand, a default under all other Loan Documents, whether such Loan Documents now exist or hereafter arise.


 


10-1. Failure to Pay Revolving Credit.  The failure by the Borrower to pay any principal amount when due under the Revolving Credit.


 


10-2. Failure To Make Other Payments.  The failure by the Borrower to pay when due (or upon demand, if payable on demand) any payment Liability within three (3) days of the date when due other than the principal amount under the Revolving Credit.


 


10-3. Failure to Perform Covenant or Liability (No Grace Period).  The failure by the Borrower to promptly, punctually, faithfully and timely perform, discharge, or comply with any covenant or Liability not otherwise described in Section 10-1 or Section 10-2 hereof, and included in any of the following provisions hereof:


 


Section______Relates to______:


 


4-5                      Location of Collateral


 


4-6                      Title to Assets


 


4-7                      Indebtedness


 


4-8(b)                 Insurance Policies


 


6                          Use of Collateral


 


Article 7             Cash Management


 


10-4. Failure to Perform Covenant or Liability (Limited Grace Period).  The failure by the Borrower, upon three (3) days written notice by the Lender, to cure the Borrower’s failure to promptly, punctually and faithfully perform, discharge, or comply with any covenant under Sections 4-13, 4-22, 4-23, and Article 5 hereof.


 


10-5. Failure to Perform Covenant or Liability (Grace Period). The failure by the Borrower, upon fifteen (15) days written notice by the Lender, to cure the Borrower’s failure to promptly, punctually and faithfully perform, discharge, or comply with any covenant hereunder or under any other Loan Document or with any Liability not described in any of Sections 10-1, 10-2, 10-3 or 10-4 hereof.


 


 




  





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10-6. Misrepresentation. Any representation or warranty at any time made by the Borrower to the Lender is not true or complete in all material respects when given.


 


10-7. Default of Other Debt. The occurrence of any event such that any Indebtedness of the Borrower to any creditor in excess of $10,000,000.00, other than the Lender, could then be accelerated (whether or not the subject creditor takes any action on account of such occurrence), provided that if such event is waived in writing by the holder of the Indebtedness prior to the exercise of remedies by the Lender hereunder, the occurrence of such event shall not constitute an Event of Default hereunder.


 


10-8. Default of Leases. The occurrence of any event such that any Lease or Leases of the Borrower could then be terminated (whether or not any or all of the subject lessors take any action on account of such occurrence) and such termination (individually or together with all other such terminations) could reasonably likely have a Material Adverse Effect, provided that if such event is waived in writing by the subject lessors prior to the exercise of remedies by the Lender hereunder, the occurrence of such event shall not constitute an Event of Default hereunder.


 


10-9. Uninsured Casualty Loss.The occurrence of any uninsured loss, theft, damage, or destruction of or to any material portion of the Collateral, having an aggregate value in excess of $1,500,000.00.


 


10-10. Judgment.  Restraint of Business.


 


(a) The entry of any uninsured judgment against the Borrower, in excess of $5,000,000.00, individually or in the aggregate, which judgment is not satisfied (if a money judgment) or appealed from (with execution or similar process stayed) within thirty (30) days of its entry.


 


(b) The entry of any order or the imposition of any other process having the force of law, in either case applicable specifically to the Borrower, the effect of which is to restrain in any material adverse way the conduct by the Borrower of its business in the ordinary course, which order is not dissolved within ten (10) days of its imposition.


 


10-11. Business Failure. Any act by, against, or relating to the Borrower, or its property or assets, which act constitutes the application for, consent to, or sufferance of the appointment of a receiver, trustee, or other person, pursuant to court action or otherwise, over all, or any material part of the Borrower’s property; the granting of any trust mortgage or execution of an assignment for the benefit of the creditors of the Borrower generally; the offering by or entering into by the Borrower of any composition, extension, or any other arrangement seeking relief generally from or extension of the debts of the Borrower; or the initiation of any judicial or non-judicial proceeding or agreement by, against, or including the Borrower which seeks or intends to accomplish a reorganization or arrangement with creditors, provided that, if such proceeding is initiated against the Borrower, an Event of Default shall not arise hereunder unless such proceeding is not timely contested in good faith by the Borrower by appropriate proceedings or, if so contested, is not dismissed within sixty (60) days of when initiated; and/or the initiation by or on behalf of the Borrower of the liquidation or winding up of all or any material part of the Borrower’s business or operations.


 


 




  





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10-12. Bankruptcy. The failure by the Borrower to generally pay the debts of the Borrower as they mature; adjudication of bankruptcy or insolvency relative to the Borrower; the entry of an order for relief or similar order with respect to the Borrower in any proceeding pursuant to the Bankruptcy Code or any other federal bankruptcy law; the filing of any complaint, application, or petition by the Borrower initiating any matter in which the Borrower is or may be granted any relief from its debts generally pursuant to the Bankruptcy Code or any other insolvency statute or procedure of general application; the filing of any complaint, application, or petition against the Borrower initiating any matter in which the Borrower is or may be granted any relief from its debts generally pursuant to the Bankruptcy Code or any other insolvency statute or procedure of general application, which complaint, application, or petition is not timely contested in good faith by the Borrower by appropriate proceedings or, if so contested, is not dismissed within sixty (60) days of when filed.


 


10-13. Indictment - Forfeiture.  The indictment of, or institution of any legal process or proceeding against, the Borrower, under any federal, state, municipal, and other civil or criminal statute, rule, regulation, order, or other requirement having the force of law where the relief, penalties, or remedies sought or available include the forfeiture of any property of the Borrower and/or the imposition of any stay or other order, the effect of which would reasonably be expected to restrain in any material way the conduct by the Borrower of its business in the ordinary course.


 


10-14. Default by Guarantor or Subsidiary.  The occurrence of any of the foregoing Events of Default with respect to any Guarantor of the Liabilities, or the occurrence of any of the foregoing Events of Default with respect to any Subsidiary of the Borrower, as if such guarantor or Subsidiary were the “Borrower” described therein.


 


10-15. Termination of Guaranty. The termination or attempted termination of any Guaranty Agreement by any Guarantor of the Liabilities (other than in accordance with its terms or as permitted by the Lenders).


 


10-16. Challenge to Loan Documents.


 


(a) Any challenge by or on behalf of the Borrower or any guarantor of the Liabilities to the validity of any Loan Document or the applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Document’s terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest created by or in any Loan Document or any payment made pursuant thereto.


 


(b) Any determination by any court or any other judicial or government authority that the Loan Documents, taken as a whole, are not enforceable strictly in accordance with their terms or which voids, avoids, limits, or otherwise adversely affects any security interest created by any Loan Document or any payment made pursuant thereto.


 


10-17. Intentionally Omitted.


 


 




  





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10-18. Change in Control.  Any Change in Control.


 


Article 11 - Rights and Remedies Upon Default:


 


In addition to all of the rights, remedies, powers, privileges, and discretions which the Lender is provided prior to the occurrence of an Event of Default, the Lender shall have the following rights and remedies upon the occurrence, and during the continuance, of any Event of Default.


 


11-1. Rights of Enforcement.  The Lender shall have all of the rights and remedies of a secured party upon default under the UCC, in addition to which the Lender shall have all and each of the following rights and remedies:


 


(a) To collect the Receivables Collateral with or without the taking of possession of any of the Collateral.


 


(b) To take possession of all or any portion of the Collateral.


 


(c) To sell, lease, or otherwise dispose of any or all of the Collateral, in its then condition or following such preparation or processing as the Lender deems advisable and with or without the taking of possession of any of the Collateral.


 


(d) To conduct one or more going out of business sales which include the sale or other disposition of the Collateral.


 


(e) To apply the Receivables Collateral or the Proceeds of the Collateral towards (but not necessarily in complete satisfaction of) the Liabilities.


 


(f) To exercise all or any of the rights, remedies, powers, privileges, and discretions under all or any of the Loan Documents.


 


11-2. Sale of Collateral.


 


(a) Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as the Lender deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Lender’s  disposition of the Collateral.


 


(b) The Lender, in the exercise of the Lender’s rights and remedies upon default, may conduct one or more going out of business sales, in the Lender’s own right or by one or more agents and contractors. Such sale(s) may be conducted upon any premises owned, leased, or occupied by the Borrower.  The Lender and any such agent or contractor, in conjunction with any such sale, may augment the Inventory with other goods (all of which other goods shall remain the sole property of the Lender or such agent or contractor).  Any amounts realized from the sale of such goods which constitute augmentations to the Inventory (net of an allocable share of the costs and expenses incurred in their disposition) shall be the sole property of the Lender or such agent or contractor and neither the Borrower nor any Person claiming under or in right of the Borrower shall have any interest therein.


 


 




  





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(c) Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Lender shall provide the Borrower with such notice as may be practicable under the circumstances), the Lender shall give the Borrower at least ten (10) days prior written notice of the date, time, and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made.  The Borrower agrees that such written notice shall satisfy all requirements for notice to the Borrower which are imposed under the UCC or other applicable law with respect to the exercise of the Lender’s rights and remedies upon default.


 


(d) The Lender may purchase the Collateral, or any portion of it at any sale held under this Article (to the extent permitted by applicable law).


 


(e) The Lender shall apply the proceeds of any exercise of the Lender’s Rights and Remedies under this Article 11 towards the Liabilities in the following order:


 



	 	
First:

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







 



	
  

	
Second:

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







 



	 	
Third:

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







 



	
  

	
Fourth:

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







 



	 	
Fifth:

	
To all other Liabilities, including without limitation, on account of Bank Products and Cash Management Services, until such Liabilities have been paid in full.







 



	 	
Sixth:

	
As provided under applicable law, to each Person then entitled thereto.







 


11-3. Occupation of Business Location. In connection with the Lender’s exercise of the Lender’s rights under this Article 11, the Lender may enter upon, occupy, and use any premises owned or occupied by the Borrower, and may exclude the Borrower from such premises or portion thereof as may have been so entered upon, occupied, or used by the Lender. The Lender shall not be required to remove any of the Collateral from any such premises upon the Lender’s taking possession thereof, and may render any Collateral unusable to the Borrower.  In no event shall the Lender be liable to the Borrower for use or occupancy by the Lender of any premises pursuant to this Article 11, nor for any charge (such as wages for the Borrower’s employees and utilities) incurred in connection with the Lender’s exercise of the Lender’s Rights and Remedies, except for such charges which are incurred as a result of the Lender’s gross negligence or willful misconduct.


 


 




  





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11-4. Grant of Nonexclusive License.  The Borrower hereby grants to the Lender a royalty free nonexclusive irrevocable license, exercisable upon the occurrence, and during the continuance, of an Event of Default, to use, apply, and affix any trademark, trade name, logo, or the like in which the Borrower now or hereafter has rights, such license being with respect to the Lender’s exercise of the rights hereunder including, without limitation, in connection with any completion of the manufacture of Inventory or sale or other disposition of Inventory. In exercising its rights under such license, the Lender shall use reasonable efforts to preserve and maintain any such trademark, trade name, or logo, but nothing contained herein shall obligate the Lender to undertake (or refrain from undertaking) any specific action and the Lender shall, under no circumstances, have any liability to the Borrower, except for such which are a result of the Lender’s gross negligence or willful misconduct.


 


11-5. Assembly of Collateral. The Lender may require the Borrower to assemble the Collateral and make it available to the Lender at the Borrower’s sole risk and expense at a place or places which are reasonably convenient to both the Lender and Borrower.


 


11-6. Rights and Remedies. The rights, remedies, powers, privileges, and discretions of the Lender hereunder (herein, the “ Lender’s Rights and Remedies”) shall be cumulative and not exclusive of any rights or remedies which it would otherwise have.  No delay or omission by the Lender in exercising or enforcing any of the Lender’s Rights and Remedies shall operate as, or constitute, a waiver thereof.  No waiver by the Lender of any Event of Default or of any default under any other agreement shall operate as a waiver of any other default hereunder or under any other agreement.  No single or partial exercise of any of the Lender’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Lender and any person, at any time, shall preclude the other or further exercise of the Lender’s Rights and Remedies.  No waiver by the Lender of any of the Lender’s Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver.  All of the Lender’s Rights and Remedies and all of the Lender’s rights, remedies, powers, privileges, and discretions under any other agreement or transaction are cumulative, and not alternative or exclusive, and may be exercised by the Lender at such time or times and in such order of preference as the Lender in its sole discretion may determine.  The Lender’s Rights and Remedies may be exercised without resort or regard to any other source of satisfaction of the Liabilities.


 


Article 12 - Notices:


 


12-1. Notice Addresses.  All notices, demands, and other communications made in respect of this Agreement (other than a request for a loan or advance or other financial accommodation under the Revolving Credit) shall be made to the following addresses, each of which may be changed upon seven (7) days written notice to all others given by certified mail, return receipt requested:


 


If to the Lender:


 


 




  





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Bank of America, N.A.


 


100 Federal Street, 9th Floor


 


Boston, Massachusetts 02110


 


Attention                      : Christine Hutchinson


 


          Vice President


 


Fax                                : (617) 790-1234


 


Email: christine.hutchinson@bankofamerica.com


 


With a copy to:


 


Riemer & Braunstein LLP


 


Three Center Plaza


 


Boston, Massachusetts  02108


 


Attention                      :  David S. Berman, Esquire


 


Fax                                : (617) 880-3456


 


Email: dberman@riemerlaw.com


 


If to the Borrower:


 


Aeropostale, Inc.


 


201 Willowbrook Blvd.


 


Wayne, New Jersey 07470


 


Attention                      : Joseph Pachella, VP and Treasurer


 


Fax                                : (201) 581-0399


 


Email: jpachella@aeropostale.com


 


With a Copy to:


 


Edward M. Slezak, Esquire


 


General Counsel


 


Aeropostale, Inc.


 


112 West 34th Street, 22nd Floor


 


New York, New York 10120


 


Fax: (646) 619-4873


 


Email: eslezak@aeropostale.com


 


12-2. Notice Given.


 


(a) Except as otherwise specifically provided herein, notices shall be deemed made and correspondence received, as follows (all times being local to the place of delivery or receipt):


 


(i) By mail: the sooner of when actually received or three (3) days following deposit in the United States mail, postage prepaid.


 


(ii) By recognized overnight express delivery: the Business Day following the day when sent.


 


 


 




  





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(iii) By Hand: If delivered on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, when delivered.  Otherwise, at the opening of the then next Business Day.


 


(iv) By Facsimile or electronic transmission (which must include a header on which the party sending such transmission is indicated): If sent on a Business Day after 9:00 AM and no later than three (3) hours prior to the close of customary business hours of the recipient, one (1) hour after being sent.  Otherwise, at the opening of the then next Business Day.


 


(b) Rejection or refusal to accept delivery and inability to deliver because of a changed address or Facsimile Number for which no due notice was given shall each be deemed receipt of the notice sent.


 


Article 13 - Term:


 


13-1. Termination of Revolving Credit.  The Revolving Credit shall remain in effect (subject to suspension as provided in Section 2-5(h) hereof) until the Termination Date.


 


13-2. Effect of Termination.  On the Termination Date, the Borrower shall pay the Lender (whether or not then due), in immediately available funds, all then Liabilities (other than indemnities, not then due and payable, which survive repayment of the Revolving Credit Loans and L/Cs and termination of the Commitments), including, without limitation: the entire balance of the Loan Account; any accrued and unpaid Line (Unused) Fee; any payments due on account of the indemnification obligations included in Section 2-9(e); and all unreimbursed costs and expenses of the Lender for which the Borrower is responsible; and shall make such arrangements concerning any L/C’s then outstanding are reasonably satisfactory to the Lender.  Until such payment, all provisions of this Agreement, other than those contained in Article 2 which place an obligation on the Lender to make any loans or advances or to provide financial accommodations under the Revolving Credit or otherwise, shall remain in full force and effect until all Liabilities (other than indemnities, not then due and payable, which survive repayment of the Revolving Credit Loans and L/Cs and termination of the Commitments) shall have been paid in full.  The release by the Lender of the security and other collateral interests granted the Lender by the Borrower hereunder may be upon such conditions and indemnifications as the Lender may reasonably require to protect the Lender against and chargebacks, credits, returned items and any other reversal of payments which had been received by the Lender and applied toward such Liabilities.


 


Article 14 - General:


 


14-1. Protection of Collateral.  The Lender has no duty as to the collection or protection of the Collateral beyond the safe custody of such of the Collateral as may come into the possession of the Lender and shall have no duty as to the preservation of rights against prior parties or any other rights pertaining thereto.  With the Borrower’s prior approval (which shall not be unreasonably delayed or withheld), the Lender may include reference to the Borrower (and may utilize any logo or other distinctive symbol associated with the Borrower) in connection with any advertising, promotion, or marketing undertaken by the Lender.


 


 




  





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14-2. Successors and Assigns. This Agreement shall be binding upon the Borrower and the Borrower’s representatives, successors, and assigns and shall inure to the benefit of the Lender and its successors and assigns, provided, however, no trustee or other fiduciary appointed with respect to the Borrower shall have any rights hereunder.  In the event that the Lender, in accordance with the provisions of Section 2-23 hereof, assigns or transfers its rights under this Agreement, the assignee shall thereupon succeed to and become vested with all rights, powers, privileges, and duties of such assignor hereunder and such assignor shall thereupon be discharged and relieved from its duties and obligations hereunder.


 


14-3. Severability.  Any determination that any provision of this Agreement or any application thereof is invalid, illegal, or unenforceable in any respect in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement.


 


14-4. Amendments.  Course of Dealing.


 


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


 


(b) The Borrower may undertake any action otherwise prohibited hereby, and may omit to take any action otherwise required hereby, upon and with the express prior written consent of the Lender.  No consent, modification, amendment, or waiver of any provision of any Loan Document shall be effective unless executed in writing by or on behalf of the party to be charged with such modification, amendment, or waiver (and if such party is the Lender, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Lender shall be in reliance upon all representations and warranties theretofore made to the Lender by or on behalf of the Borrower (and any guarantor, endorser, or surety of the Liabilities) and consequently may be rescinded in the event that any of such representations or warranties was not true and complete in all material respects when given.


 


14-5. Power of Attorney.  In connection with all powers of attorney included in this Agreement, the Borrower hereby grants unto the Lender full power to do any and all things necessary or appropriate in connection with the exercise of such powers as fully and effectually as the Borrower might or could do, hereby ratifying all that said attorney shall do or cause to be done by virtue of this Agreement.  No power of attorney set forth in this Agreement shall be affected by any disability or incapacity suffered by the Borrower and each shall survive the same. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable until this Agreement is terminated by a written instrument executed by a duly authorized officer of the Lender.


 


 




  





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14-6. Application of Proceeds.  Except as otherwise provided in Section 11-2(e) hereof, the proceeds of any collection, sale, or disposition of the Collateral, or of any other payments received hereunder, shall be applied towards the Liabilities in such order and manner as the Lender determines in its sole discretion.  The Borrower shall remain liable for any deficiency remaining following such application.


 


14-7. Costs and Expenses of Lender.


 


(a) The Borrower shall pay on demand all Costs of Collection and all reasonable expenses of the Lender in connection with the preparation, execution, and delivery of this Agreement and of any other Loan Documents, whether now existing or hereafter arising, and all other reasonable expenses which may be incurred by the Lender in preparing or amending this Agreement and all other agreements, instruments, and documents related thereto, or otherwise incurred with respect to the Liabilities, and all other costs and expenses of the Lender which relate to the credit facility contemplated hereby.


 


(b) The Borrower shall pay on demand all costs and expenses (including reasonable attorneys’ fees) incurred, following the occurrence, and during the continuance, of any Event of Default, by the Lender in connection with the enforcement, attempted enforcement, or preservation of any rights and remedies under this, or any other Loan Document, as well as any such costs and expenses in connection with any “workout”, forbearance, or restructuring of the credit facility contemplated hereby.


 


(c) The Borrower authorizes the Lender to pay all such fees and expenses and in the Lender’s discretion, to add such fees and expenses to the Loan Account.


 


(d) The undertaking on the part of the Borrower in this Section 14-7 shall survive payment of the Liabilities and/or any termination, release, or discharge executed by the Lender in favor of the Borrower, other than a termination, release, or discharge which makes specific reference to this Section 14-7.


 


14-8. Copies and Facsimiles. This Agreement and all documents which relate thereto, which have been or may be hereinafter furnished the Lender may be reproduced by the Lender by any photographic, microfilm, xerographic, digital imaging, or other process, and the Lender may destroy any document so reproduced.  Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business). Any facsimile which bears proof of transmission shall be binding on the party which or on whose behalf such transmission was initiated and likewise shall be so admissible in evidence as if the original of such facsimile had been delivered to the party which or on whose behalf such transmission was received.


 


14-9. Massachusetts Law. This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the laws of The Commonwealth of Massachusetts.


 


 




  





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14-10. Consent to Jurisdiction.


 


(a) The Borrower agrees that any legal action, proceeding, case, or controversy against the Borrower with respect to any Loan Document may be brought in the Superior Court of Suffolk County Massachusetts or in the United States District Court, District of Massachusetts, sitting in Boston, Massachusetts, as the Lender may elect in the Lender’s sole discretion.  By execution and delivery of this Agreement, the Borrower, for itself and in respect of its property, accepts, submits, and consents generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts.


 


(b) The Borrower WAIVES personal service of any and all process upon it, and irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, to the Borrower at the Borrower’s address for notices as specified herein, such service to become effective ten (10) Business Days after such mailing.


 


(c) The Borrower WAIVES any objection based on forum non conveniens and any objection to venue of any action or proceeding instituted in the aforesaid courts under any of the Loan Documents.


 


(d) Nothing herein shall affect the right of the Lender to bring legal actions or proceedings in any other competent jurisdiction.


 


(e) The Borrower agrees that any action commenced by the Borrower asserting any claim or counterclaim arising under or in connection with this Agreement or any other Loan Document shall be brought solely in the Superior Court of Suffolk County Massachusetts or in the United States District Court, District of Massachusetts, sitting in Boston, Massachusetts, and that such Courts shall have exclusive jurisdiction with respect to any such action.


 


14-11. Indemnification.  The Borrower shall indemnify, defend, and hold the  Lender and any employee, officer, or agent of the Lender (each, an “Indemnified Person”) harmless of and from any claim brought or threatened against any Indemnified Person by the Borrower, any guarantor or endorser of the Liabilities, or any other Person (as well as from reasonable attorneys’ fees and expenses in connection therewith) on account of the relationship of the Borrower or of any other guarantor or endorser of the Liabilities with the Lender (each, an “Indemnified Claim”) other than any claim resulting from the gross negligence or willful misconduct of such Indemnified Person.  Each Indemnified Claim may be defended, compromised, settled, or pursued by the Indemnified Person with counsel of the Lender’s selection (and if such Indemnified Claim is brought by a Person other than the Borrower, any guarantor or endorser of the Liabilities or any Affiliate of the Borrower, after consultation with (but not approval of) the Borrower regarding the selection of such counsel), but at the expense of the Borrower, provided that any Indemnified Claim may not be settled without the consent of the Borrower (which shall not be unreasonably withheld or delayed) if as the result of any such settlement the Borrower will be obligated to make any payment (other than reimbursement of the reasonable costs and expenses of  the Indemnified Person). This indemnification shall survive payment of the Liabilities and/or any termination, release, or discharge executed by the Lender in favor of the Borrower, other than a termination, release, or discharge which makes specific reference to this Section 14-11.


 


 




  





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14-12. Rules of Construction. The following rules of construction shall be applied in the interpretation, construction, and enforcement of this Agreement and of the other Loan Documents:


 


(a) Words in the singular include the plural and words in the plural include the singular.


 


(b) Titles, headings (indicated by being underlined or shown in Small Capitals) and any Table of Contents are solely for convenience of reference; do not constitute a part of the instrument in which included; and do not affect such instrument’s meaning, construction, or effect.


 


(c) The words “includes” and “including” are not limiting.


 


(d) Text which follows the words “including, without limitation” (or similar words) is illustrative and not limitational.


 


(e) Except where the context otherwise requires or where the relevant subsections are joined by “or”, compliance with any Section or provision of any Loan Document which constitutes a warranty or covenant requires compliance with all subsections (if any) of that Section or provision.  Except where the context otherwise requires, compliance with any warranty or covenant of any Loan Document which includes subsections which are joined by “or” may be accomplished by compliance with any of such subsections.


 


(f) Text which is shown in italics, shown in bold, shown IN ALL CAPITAL LETTERS, or in any combination of the foregoing, shall be deemed to be conspicuous.


 


(g) The words “may not” are prohibitive and not permissive.


 


(h) The word “or” is not exclusive.


 


(i) Terms which are defined in one section of any Loan Document are used with such definition throughout the instrument in which so defined.


 


(j) The symbol “$” refers to United States Dollars.


 


(k) Unless limited by reference to a particular Section or provision, any reference to “herein”, “hereof”, or “within” is to the entire Loan Document in which such reference is made.


 


(l) References to “this Agreement” or to any other Loan Document is to the subject instrument as amended to the date on which application of such reference is being made.


 


 




  





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(m) Except as otherwise specifically provided, all references to time are to Boston time.


 


(n) In the determination of any notice, grace, or other period of time prescribed or allowed hereunder:


 


(i) Unless otherwise provided (A) the day of the act, event, or default from which the designated period of time begins to run shall not be included and the last day of the period so computed shall be included unless such last day is not a Business Day, in which event the last day of the relevant period shall be the then next Business Day and (B) the period so computed shall end at 5:00 PM on the relevant Business Day.


 


(ii) The word “from” means “from and including”.


 


(iii) The words “to” and “until” each mean “to, but excluding”.


 


(iv) The word “through” means “to and including”.


 


(o) References to “presently”, “currently”, “Second Amendment Effective Date of this Agreement”, and other similar expressions mean the date of this Agreement.


 


(p) The term “upon the occurrence, and during the continuance, of an Event of Default”, “upon the occurrence, and during the continuance, of Default Interest Event” and any other similar term means the occurrence of an Event of Default or a Default Interest Event which has not been (i) waived by the Lender, or (ii) resolved to the reasonable satisfaction of the Lender. For purposes hereof, an Event of Default shall be deemed “resolved to the reasonable satisfaction of the Lender” if (A) the Lender has not theretofore exercised any of its rights and remedies on account of the existence of such Event of Default, and (B) the matter giving rise to such Event of Default has been fully remediated by the Borrower, provided, however, that (1) nothing contained herein shall furnish the Borrower with any additional cure periods beyond those set forth in Article 10, if any, prior to an event constituting an “Event of Default”, (2) notwithstanding the foregoing, any Event of Default under Article 7, or Sections 10-1, 10-2, 10-11, or 10-12 hereof may only be waived by the Lender and shall not ever be deemed “resolved to the reasonable satisfaction of the Lender”, and (3) the Borrower may not resolve any occurrences which constitute Events of Default to the reasonable satisfaction of the Lender on more than four (4) occasions in any fiscal year.


 


(q) The Loan Documents shall be construed and interpreted in a harmonious manner and in keeping with the intentions set forth in Section 14-13 hereof, provided, however, in the event of any inconsistency between the provisions of this Agreement and any other Loan Document, the provisions of this Agreement shall govern and control.


 


14-13. Intent. It is intended that:


 


(a) This Agreement take effect as a sealed instrument.


 


 




  





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(b) The scope of the security interests created by this Agreement be broadly construed in favor of the Lender.


 


(c) The security interests created by this Agreement secure all Liabilities, whether now existing or hereafter arising.


 


(d) All reasonable costs and expenses (other than  overhead costs) incurred by the Lender in connection with its relationship with the Borrower shall be borne by the Borrower.


 


(e) Unless otherwise explicitly provided herein, the Lender’s consent to any action of the Borrower which is prohibited unless such consent is given may be given or refused by the Lender in its reasonable discretion and without reference to Section 2-16 hereof.


 


14-14. Right of Set-Off. Any and all deposits (other than Trust Deposit Accounts) or other sums at any time credited by or due to the Borrower from the Lender, or any participant (a “Participant”) in the credit facility contemplated hereby or any from any Affiliate of the Lender, or any Participant and any cash, securities, instruments or other property of the Borrower in the possession of the Lender, any Participant or any such Affiliate, whether for safekeeping or otherwise (regardless of the reason such Person had received the same) shall at all times constitute security for all Liabilities and for any and all obligations of the Borrower to the  Lender or any Participant or any such Affiliate and may be applied or set off against the Liabilities and against such obligations at any time, whether or not such are then due and whether or not other collateral is then available to the Lender or any Participant or any such Affiliate.


 


14-15. Maximum Interest Rate. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”).  If the Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Revolving Loans or, if it exceeds such unpaid principal, refunded to the Borrower.  In determining whether the interest contracted for, charged, or received by the Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Liabilities hereunder.


 


14-16. Waivers.


 


(a) The Borrower (and all guarantors, endorsers, and sureties of the Liabilities) make each of the waivers included in Section 14-16(b), below, knowingly, voluntarily, and intentionally, and understands that the Lender, in entering into the financial arrangements contemplated hereby and in providing loans and other financial accommodations to or for the account of the Borrower as provided herein, whether not or in the future, is relying on such waivers.


 


 




  





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(b) THE BORROWER, AND EACH SUCH GUARANTOR, ENDORSER, AND SURETY RESPECTIVELY WAIVES THE FOLLOWING:


 


(i) Except as otherwise specifically required hereby, and to the extent permissible under applicable law, notice of non-payment, demand, presentment, protest and all forms of demand and notice, both with respect to the Liabilities and the Collateral.


 


(ii) Except as otherwise specifically required hereby, and to the extent permissible under applicable law, the right to notice and/or hearing prior to the Lender’s  exercising of the Lender’s rights upon default.


 


(iii) THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN RESPECT OF, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER OR ANY OTHER PERSON AND THE LENDER (AND THE LENDER LIKEWISE WAIVES THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY).


 


(iv) Except to the extent that such may not be waived under applicable law, the benefits or availability of any stay, limitation, hindrance, delay, or restriction with respect to any action which the Lender may or may become entitled to take hereunder.


 


(v) Any defense, counterclaim, set-off, recoupment, or other basis on which the amount of any Liability, as stated on the books and records of the Lender, could be reduced or claimed to be paid otherwise than in accordance with the tenor of and written terms of such Liability.


 


(vi) Any claim against the Lender to consequential, special, or punitive damages.


 


14-17. Confidentiality. The Lender shall keep, and shall cause its officers, directors, employees, affiliates and attorneys to keep, all financial statements, reports and other proprietary information furnished to it by the Borrower, the Guarantor or their respective Affiliates (hereinafter collectively, the “Information”) confidential and shall not disclose such Information, or cause such Information to be disclosed, to any Person, provided, however, that (i) the Information may be disclosed to the Lender’s officers, directors, employees, affiliates, attorneys and other advisors as need to know the Information in connection with the Lender’s administration of the Liabilities; (ii) the Information may be disclosed to any regulatory or other governmental authorities having jurisdiction over the Lender as required in connection with the exercise of their regulatory activity; (iii) the Information may be disclosed to any prospective assignee or participant, who has agreed to be bound by the provisions of this Section  14-17; (iv) the Information may be disclosed in connection with the enforcement of the Liabilities by the Lender to the extent required in connection therewith; and (v) the Information may otherwise be disclosed to the extent required by law.  Notwithstanding anything herein to the contrary, “Information” shall not include, and Lender (and each employee, representative, or other agent of the Lender) may disclose to any and all Persons without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including options or other tax analyses) that are provided to the Lender (and each employee, representative, or other agent of the Lender) relating to such tax treatment and tax structure; provided, that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Revolving Credit, the L/Cs and other transactions contemplated hereby.


 


 




  





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14-18. Press Releases.Once the Borrower has filed this Agreement with the Securities and Exchange Commission and disseminated a corresponding Press Release regarding this Agreement, then Borrower consents to the publication by the Lender of advertising material relating to the financing transactions contemplated by this Agreement using the Borrower’s name, product photographs, logo or trademark.  The Lender shall provide a draft reasonably in advance of any advertising material to the Borrower for review and comment prior to the publication thereof.  Subject to the conditions contained in this Section 14-18, the Lender reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.


 


14-19. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, the Loan Parties acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Party, on the one hand, and the Lender, on the other hand, and each of the Loan Parties is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Lender is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) the Lender has not assumed and will not assume an advisory, agency or fiduciary responsibility in favor of the Loan Parties with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Lender has advised or is currently advising the Loan Parties or any of their respective Affiliates on other matters) and the Lender has no any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Lender and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and the Lender has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Lender has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.  Each of the Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Lender with respect to any breach or alleged breach of agency or fiduciary duty.


 


 




  





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14-20. USA PATRIOT Act Notice. The Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of each such Person and other information that will allow the Lender to identify the Loan Parties in accordance with the Act. Each of the Loan Parties is in compliance, in all material respects, with the Patriot Act.  No part of the proceeds of the Revolving Loans will be used by the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


14-21. Existing Loan Agreement Amended and Restated.  This Agreement shall amend and restate the Existing Loan Agreement in its entirety.  On the Second Amendment Effective Date, the rights and obligations of the parties under the Existing Loan Agreement shall be subsumed within and be governed by this Agreement; provided, however, that each of the “Revolving Credit Loans” (as such term is defined in the Existing Loan Agreement) outstanding under the Existing Loan Agreement on the Second Amendment Effective Date shall, for purposes of this Agreement, be included as  Revolving Credit Loans hereunder and each of the “L/Cs” (as defined in the Existing Loan Agreement) outstanding under the Existing Loan Agreement on the Second Amendment Effective Date shall be L/Cs hereunder.


 







[signature pages follow]






  





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







AEROPOSTALE, INC.


(“Borrower”)








	 	
By:

	
/s/ Michael J. Cunningham


	 	
Name:

	
Michael J. Cunningham


	 	
Title:

	
Executive Vice President and


	 	  	
Chief Financial Officer

















BANK OF AMERICA, N.A.


(“Lender”)








	 	
By:

	
/s/ Kathleen A. Dimock


	 	
Name:

	
Kathleen A. Dimock


	 	
Title:

	
Managing Director

















1041615.7



















  





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











  










 







Exhibit 2.8







Revolving Credit Note

















AMENDED AND RESTATED REVOLVING CREDIT NOTE


Bank of America, N.A.
































Boston, Massachusetts


November 13, 2007












FOR VALUE RECEIVED, the undersigned, Aeropostale, Inc., Inc., a Delaware corporation with its principal executive offices at 112 West 34th Street, New York, New York 10120 (the "Borrower") promises to pay to the order of Bank of America, N.A. (as assignee of Fleet Retail Finance Inc. (“Fleet”) pursuant to that certain Assignment and Acceptance dated as of even date herewith by and between Fleet, as Assignor, and Bank of America, N.A., as Assignee), a national banking association with offices at 100 Federal Street, 9th Floor, Boston, Massachusetts  02110 (hereinafter, with any subsequent holder, a "Lender") the aggregate unpaid principal balance of loans and advances made to or for the account of the Borrower pursuant to the Revolving Credit established pursuant to the Second Amended and Restated Loan and Security Agreement dated as of even date herewith (as such may be amended hereafter, the "Loan Agreement") among the Lender, the Guarantors party thereto, and the Borrower, with interest at the rate and payable in the manner stated therein.  All capitalized terms used but not defined herein shall have the meaning set forth in the Loan Agreement.







This is a "Revolving Credit Note" to which reference is made in the Loan Agreement and is subject to all terms and provisions thereof.  The principal of, and interest on, this Revolving Credit Note shall be payable as provided in the Loan Agreement and shall be subject to acceleration as provided therein.  This Revolving Credit Note replaces in its entirety that certain Revolving Credit Note dated October 7, 2003 by the Borrower, in favor of Fleet.


 


 




  





  











  








 


The Lender's books and records concerning loans and advances pursuant to the Revolving Credit, the accrual of interest thereon, and the repayment of such loans and advances, shall be prima facie evidence of the indebtedness to the Lender hereunder.







No delay or omission by the Lender in exercising or enforcing any of the Lender's powers, rights, privileges, remedies, or discretions hereunder shall operate as a waiver thereof on that occasion nor on any other occasion.  No waiver of any default hereunder shall operate as a waiver of any other default hereunder, nor as a continuing waiver.







The Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof; assents to any extension or other indulgence (including, without limitation, the release or substitution of collateral) permitted by the Lender with respect to this Revolving Credit Note and/or any collateral given to secure this Revolving Credit Note or any extension or other indulgence with respect to any other liability or any collateral given to secure any other liability of the Borrower.







This Revolving Credit Note shall be binding upon the Borrower and upon its successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees, and assigns.







The liabilities of the Borrower, and of any endorser or guarantor of this Revolving Credit Note, are joint and several, provided, however, the release by the Lender of any one or more such Persons shall not release any other Person obligated on account of this Revolving Credit Note.  Each reference in this Revolving Credit Note to the Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly.  No Person obligated on account of this Revolving Credit Note may seek contribution from any other Person also obligated unless and until all liabilities, obligations and indebtedness to the Lender of the Person from whom contribution is sought have been satisfied in full.







This Revolving Credit Note is delivered to the Lender at its offices in Boston, Massachusetts, shall be governed by the laws of The Commonwealth of Massachusetts, and shall take effect as a sealed instrument.







The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Lender in the establishment and maintenance of its relationship with the Borrower contemplated by the within Revolving Credit Note, is relying thereon.  THE BORROWER, TO THE EXTENT ENTITLED THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THE BORROWER OR OF ANY OTHER PERSON LIABLE TO THE LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE LENDER OR IN WHICH THE LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER, ANY SUCH PERSON, AND THE LENDER.







[Signature Page to Follow]






  





  











  






 




 


                 BORROWER:


Witness:



	
/s/ Joseph M. Pachella

	 
	 AEROPOSTALE, INC.	 





 








	 	
By:

	
/s/ Michael J. Cunningham


	 	
Name:

	
Michael J. Cunningham


	 	
Title:

	
Executive Vice President and


	 	  	
Chief Financial Officer



























1043675.3












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




  





  











  






 


 


EXHIBIT 4-2


 


RELATED ENTITIES


 


   Other than the Guarantors, Aeropostale Canada, Inc.


 


 


 


 


 


 




 




  





  











  






 


 


Exhibit 4-3


Trade Names


 


    Aeropostale


    Jimmy'Z


 


 


 


 


 


 




  





  











  






 


 



Exhibit 4-5


 


Locations, Leases, and Landlords


 


(See Attached)


 


 


 




  





  











  








 









	
Store #

	  	
Store Name

	  	
Space #

	  	
City

	  	
State

	  	
Zip Code

	  	
Sq. Ft.

	  	
Developer

	  	
Developer Address


	
4

	  	
ADI

	  	  	  	
South River

	  	
New Jersey

	  	
8810

	  	
315,000

	  	
LIT-Northend LLC

	  	
2100 Mckinney Avenue

	  	
Suite 700

	  	
Dallas

	  	
TX

	  	
75201


	
5

	  	
Willowbrook Office

	  	
7th & 8th Floor

	  	
Wayne

	  	
New Jersey

	  	
7470

	  	
40,000

	  	
Willowbrook Center

	  	
2 Daniel Road

	  	  	  	
Fairfield

	  	
NJ

	  	
7004


	
11

	  	
Franklin Mills Mall

	  	  	  	
Philadelphia

	  	
Pennsylvania

	  	
19154

	  	
4,865

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
14

	  	
NYC Office

	  	  	  	
New York

	  	
New York

	  	
10017

	  	
59,121

	  	
Helmsley Spear

	  	
60 East 42nd Street

	  	  	  	
New York

	  	
NY

	  	
10017


	
19

	  	
Arizona Mills Mall

	  	  	  	
Tempe

	  	
Arizona

	  	
85282

	  	
4,255

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
20

	  	
Newport Center

	  	  	  	
Jersey City

	  	
New Jersey

	  	
7307

	  	
3,385

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
22

	  	
Stoneridge Mall

	  	  	  	
Pleasanton

	  	
California

	  	
95466

	  	
3,709

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
23

	  	
Bridgewater Commons

	  	
279

	  	
Bridgewater

	  	
New Jersey

	  	
8807

	  	
3,130

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
25

	  	
Parmatown Mall

	  	
#4

	  	
Parmatown

	  	
Ohio

	  	
44129

	  	
3,017

	  	
RMS Investment Company

	  	
7899 W Ridgewood Drive

	  	  	  	
Parma

	  	
OH

	  	
44129


	
27

	  	
Great Northern Mall

	  	  	  	
North Olmstead

	  	
Ohio

	  	
44070

	  	
3,423

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
28

	  	
Woodbridge Center

	  	  	  	
Woodbridge

	  	
New Jersey

	  	
7095

	  	
3,890

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
29

	  	
Nanuet Mall

	  	  	  	
Nanuet

	  	
New York

	  	
10954

	  	
3,900

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
30

	  	
Staten Island Mall

	  	
#247A

	  	
Staten Island

	  	
New York

	  	
10314

	  	
3,724

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
31

	  	
Rockaway Townsquare Mall

	  	
#128

	  	
Rockaway

	  	
New Jersey

	  	
7866

	  	
3,621

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
34

	  	
The Mall at Greece Ridge

	  	  	  	
Rochester

	  	
New York

	  	
14626

	  	
3,132

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
35

	  	
Ross Park Mall

	  	  	  	
Pittsburgh

	  	
Pennsylvania

	  	
15237

	  	
3,584

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
36

	  	
The Mall at St Matthews

	  	
#1340

	  	
Louisville

	  	
Kentucky

	  	
40207

	  	
5,127

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
37

	  	
Cherry Hill Mall

	  	
#1230

	  	
Cherry Hill

	  	
New Jersey

	  	
8002

	  	
3,667

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
38

	  	
Valley Fair Shopping Center

	  	
#B577

	  	
Santa Clara

	  	
California

	  	
95050

	  	
2,864

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
41

	  	
River Oaks Center

	  	  	  	
Calumet City

	  	
Illinois

	  	
60409

	  	
2,778

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
43

	  	
Lycoming Mall

	  	
US Rts. 220 & 180

	  	
Pennsdale

	  	
Pennsylvania

	  	
17756

	  	
3,519

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
46

	  	
Lehigh Valley Mall

	  	  	  	
Whitehall

	  	
Pennsylvania

	  	
18052

	  	
4,020

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
48

	  	
South Hills Village

	  	  	  	
Upper St Clair

	  	
Pennsylvania

	  	
15241

	  	
3,590

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
49

	  	
Hamilton Mall

	  	  	  	
Mays Landing

	  	
New Jersey

	  	
8330

	  	
4,221

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
50

	  	
Square One Mall

	  	  	  	
Saugus

	  	
Massachusetts

	  	
1906

	  	
3,977

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
51

	  	
Dadeland Mall

	  	  	  	
Miami

	  	
Florida

	  	
33156

	  	
4,674

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
52

	  	
Sunrise Mall

	  	  	  	
Massapequa

	  	
New York

	  	
11758

	  	
3,290

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
54

	  	
Manhattan Mall

	  	  	  	
New York

	  	
New York

	  	
10001

	  	
4,326

	  	
Vomado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
56

	  	
Washington Crown Center

	  	
1500 W. Chestnut Street

	  	
Washington

	  	
Pennsylvania

	  	
15301-5864

	  	
3,436

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
57

	  	
Eastview Mall

	  	
#F9

	  	
Victor

	  	
New York

	  	
14564

	  	
3,600

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
58

	  	
Garden State Plaza

	  	
#L1A

	  	
Paramus

	  	
New Jersey

	  	
7652

	  	
5,903

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
59

	  	
Marketplace Mall

	  	  	  	
Rochester

	  	
New York

	  	
14623

	  	
3,479

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
60

	  	
Granite Run Mall

	  	  	  	
Media

	  	
Pennsylvania

	  	
19063

	  	
3,202

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
62

	  	
Walden Galleria

	  	
L213

	  	
Buffalo

	  	
New York

	  	
14225

	  	
3,073

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
63

	  	
Burlington Mall

	  	
C16A

	  	
Burlington

	  	
Massachusetts

	  	
1803

	  	
2,800

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
65

	  	
Del Amo Mall

	  	
#14

	  	
Torrance

	  	
California

	  	
90503

	  	
3,300

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
66

	  	
Roosevelt Field Mall

	  	
#1036 & 1037

	  	
Garden City

	  	
New York

	  	
11530

	  	
5,377

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
67

	  	
Smith Haven Mall

	  	
J03

	  	
Lake Grove

	  	
New York

	  	
11755

	  	
4,116

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
70

	  	
Emerald Square

	  	
D322

	  	
North Attleboro

	  	
Massachusetts

	  	
2760

	  	
2,853

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
71

	  	
Twelve Oaks Mall

	  	
D181

	  	
Novi

	  	
Michigan

	  	
48377

	  	
2,799

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
75

	  	
Poughkeepsie Galleria

	  	  	  	
Poughkeepsie

	  	
New York

	  	
12601

	  	
3,409

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
77

	  	
Hamilton Place

	  	
#267

	  	
Chattanooga

	  	
Tennessee

	  	
37421

	  	
2,593

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
78

	  	
Mall at Steamtown

	  	  	  	
Scranton

	  	
Pennsylvania

	  	
18503

	  	
4,645

	  	
Prizm Asset Mgt Co

	  	
300 Lackawanna Avenue

	  	  	  	
Scranton

	  	
PA

	  	
18503


	
79

	  	
Pentagon City

	  	
#1028

	  	
Arlington

	  	
Virginia

	  	
22202

	  	
3,840

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
84

	  	
Gwinnett Place

	  	  	  	
Duluth

	  	
Georgia

	  	
30096

	  	
3,383

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
85

	  	
Castleton Square

	  	  	  	
Indianapolis

	  	
Indiana

	  	
46250

	  	
4,030

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
86

	  	
Towne Center At Cobb

	  	  	  	
Kennesaw

	  	
Georgia

	  	
30144

	  	
4,098

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
87

	  	
Crossgates Mall

	  	
D206A

	  	
Albany

	  	
New York

	  	
12203

	  	
3,317

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
88

	  	
Scottsdale Fashion Square

	  	
#2129

	  	
Scottsdale

	  	
Arizona

	  	
85251

	  	
3,708

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
89

	  	
Jefferson Valley Mall

	  	  	  	
Yorktown Heights

	  	
New York

	  	
10598

	  	
3,384

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
90

	  	
Trumball Shopping Park

	  	  	  	
Trumball

	  	
Connecticut

	  	
6611

	  	
3,500

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
91

	  	
Concord Mall

	  	  	  	
Wilmington

	  	
Delaware

	  	
19803

	  	
3,600

	  	
Allied Properties

	  	
4737 Concord Pike

	  	  	  	
Wilmington

	  	
DE

	  	
19803


	
92

	  	
Oxford Valley Mall

	  	  	  	
Langhome

	  	
Pennsylvania

	  	
19047

	  	
3,896

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
93

	  	
Paramus Park Mall

	  	
#1675

	  	
Paramus

	  	
New Jersey

	  	
7652

	  	
4,240

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
99

	  	
Kings Plaza

	  	  	  	
Brooklyn

	  	
New York

	  	
11234

	  	
4,895

	  	
Vomado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
100

	  	
Willowbrook Mall

	  	
#1126

	  	
Wayne

	  	
New Jersey

	  	
7470

	  	
4,296

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
102

	  	
Park City Center

	  	
#C220

	  	
Lancaster

	  	
Pennsylvania

	  	
17601

	  	
3,786

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
103

	  	
Ohio Valley Mall

	  	
#320

	  	
St Clairsville

	  	
Ohio

	  	
43950

	  	
3,567

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
104

	  	
Los Cerritos Center

	  	  	  	
Cerritos

	  	
California

	  	
90703

	  	
3,900

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
105

	  	
Monroeville Mall

	  	  	  	
Monroeville

	  	
Pennsylvania

	  	
15146

	  	
3,845

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
106

	  	
Natick Mall

	  	  	  	
Natick

	  	
Massachusetts

	  	
1760

	  	
3,726

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
109

	  	
Belden Village

	  	  	  	
Canton

	  	
Ohio

	  	
44718

	  	
3,945

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
110

	  	
Dulles Town Center

	  	
#220

	  	
Dulles

	  	
Virginia

	  	
20166

	  	
3,000

	  	
Lemer

	  	
11501 Huff Court

	  	  	  	
North Bethesda

	  	
MD

	  	
20895


	
111

	  	
Lakeside Mall

	  	
D129

	  	
Sterling Heights

	  	
Michigan

	  	
48313

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
112

	  	
Holyoke Mall at Ingleside

	  	  	  	
Holyoke

	  	
Massachusetts

	  	
1040

	  	
3,136

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
113

	  	
Genesee Valley Center

	  	  	  	
Flint

	  	
Michigan

	  	
48507

	  	
4,500

	  	
The Mills Corp

	  	
3341 S Linden Road

	  	  	  	
Flint

	  	
MI

	  	
48507


	
114

	  	
Greenwood Park Mall

	  	  	  	
Indianapolis

	  	
Indiana

	  	
46142

	  	
3,406

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
115

	  	
Shoppingtown Mall

	  	
#229A

	  	
Dewitt

	  	
New York

	  	
13214

	  	
4,625

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
116

	  	
University Park Mall

	  	  	  	
Mishawaka

	  	
Indiana

	  	
46545

	  	
3,634

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
117

	  	
Cross County Shopping Center

	  	  	  	
Yonkers

	  	
New York

	  	
10704

	  	
3,154

	  	
Marx Realty & Improvement Co

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
120

	  	
St Charles Towne Center

	  	  	  	
Waldorf

	  	
Maryland

	  	
20603

	  	
3,369

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
121

	  	
Fiesta Mall

	  	
#1250

	  	
Mesa

	  	
Arizona

	  	
85202

	  	
3,635

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
123

	  	
Great Lakes Mall

	  	
#330

	  	
Mentor

	  	
Ohio

	  	
44060

	  	
3,482

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
124

	  	
West Town Mall

	  	
#1156

	  	
Knoxville

	  	
Tennessee

	  	
37919

	  	
2,990

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
127

	  	
Edison Mall

	  	  	  	
Fort Meyers

	  	
Florida

	  	
33901

	  	
3,500

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
129

	  	
Quaker Bridge Mall

	  	  	  	
Lawrenceville

	  	
New Jersey

	  	
8608

	  	
3,222

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
130

	  	
Livingston Mall

	  	
#1022

	  	
Livingston

	  	
New Jersey

	  	
7039

	  	
4,351

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
131

	  	
Ocean County Mall

	  	
#101L

	  	
Toms River

	  	
New Jersey

	  	
8753

	  	
3,645

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
132

	  	
Walt Whitman Mall

	  	
#1063

	  	
Huntington Station

	  	
New York

	  	
11746

	  	
4,354

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204







 


 






  





  











  















 



	
133

	  	
Tri-County Mall

	  	
G-9

	  	
Cincinnati

	  	
Ohio

	  	
45246

	  	
2,500

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
134

	  	
Monmouth Mall

	  	  	  	
Eatontown

	  	
New Jersey

	  	
7724

	  	
3,598

	  	
Vornado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
135

	  	
Montgomery Mall

	  	
C1 &C2

	  	
North Wales

	  	
Pennsylvania

	  	
19454

	  	
4,046

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
136

	  	
White Plains

	  	
#489

	  	
White Plains

	  	
New York

	  	
10601

	  	
3,690

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
137

	  	
Willow Grove Park

	  	  	  	
Willow Grove

	  	
Pennsylvania

	  	
19090

	  	
3,124

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
138

	  	
Stonestown Galleria

	  	  	  	
San Francisco

	  	
California

	  	
94132

	  	
3,581

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
139

	  	
Galleria at Crystal Run

	  	
D209

	  	
Middletown

	  	
New York

	  	
10940

	  	
3,599

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
140

	  	
Carousel Center

	  	  	  	
Syracuse

	  	
New York

	  	
13290

	  	
3,070

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
141

	  	
Sun Valley Mall

	  	  	  	
Concord

	  	
California

	  	
94520

	  	
2,590

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
142

	  	
Hawthom Center

	  	
G6UL

	  	
Vernon Hills

	  	
Illinois

	  	
60061

	  	
3,268

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
143

	  	
Stratford Square Mall

	  	
B20

	  	
Bloomingdale

	  	
Illinois

	  	
60108

	  	
2,557

	  	
The Mills Corp

	  	
3225 N Central Avenue

	  	
Suite 1205

	  	
Phoenix

	  	
AZ

	  	
85012


	
144

	  	
Deptford Mall

	  	  	  	
Deptford

	  	
New Jersey

	  	
8096

	  	
4,404

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
145

	  	
Stamford Town Center

	  	  	  	
Stamford

	  	
Connecticut

	  	
6901

	  	
3,672

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
146

	  	
Woodfield Mall

	  	
G311

	  	
Schaumburg

	  	
Illinois

	  	
60173

	  	
5,124

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
147

	  	
Fox Valley Shopping Center

	  	  	  	
Aurora

	  	
Illinois

	  	
60504

	  	
4,086

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
148

	  	
Danbury Fair Mall

	  	  	  	
Danbury

	  	
Connecticut

	  	
6810

	  	
4,827

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
149

	  	
Eastern Hills Mali

	  	  	  	
Williamsville

	  	
New York

	  	
14221

	  	
3,550

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
150

	  	
Freehold Raceway Mall

	  	  	  	
Freehold

	  	
New Jersey

	  	
7728

	  	
2,981

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
151

	  	
Silver City Galleria Mall

	  	  	  	
Taunton

	  	
Massachusetts

	  	
2780

	  	
3,127

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
152

	  	
Christiana Mall

	  	  	  	
Newark

	  	
Delaware

	  	
19702

	  	
4,875

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
153

	  	
Columbia Mall

	  	
#153

	  	
Columbia

	  	
Maryland

	  	
21044

	  	
4,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
154

	  	
Menlo Park Mall

	  	  	  	
Edison

	  	
New Jersey

	  	
8837

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
157

	  	
Southlake Mall

	  	  	  	
Merrillville

	  	
Indiana

	  	
46410

	  	
4,598

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
158

	  	
Boulevard Mall

	  	  	  	
Amherst

	  	
New York

	  	
14226

	  	
4,731

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
159

	  	
Fairfield Mall

	  	  	  	
Beavercreek

	  	
Ohio

	  	
45431

	  	
3,731

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
160

	  	
Lynnhaven Mall

	  	
D06A

	  	
Virginia Beach

	  	
Virginia

	  	
23452

	  	
3,330

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
162

	  	
Seminole Towne Center

	  	  	  	
Sanford

	  	
Florida

	  	
32771

	  	
3,213

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
164

	  	
Chesterfield Towne Center

	  	  	  	
Midlothian

	  	
Virginia

	  	
23235

	  	
5,240

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
166

	  	
Queen Center

	  	  	  	
Elmhurst

	  	
New York

	  	
11373

	  	
3,823

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
167

	  	
Great Northern Mall

	  	  	  	
Clay

	  	
New York

	  	
13041

	  	
3,091

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
169

	  	
Sangertown Mall

	  	
G-02

	  	
New Hartford

	  	
Connecticut

	  	
13413

	  	
3,500

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
171

	  	
Westmoreland Malt

	  	
#218

	  	
Greensburg

	  	
Pennsylvania

	  	
15601

	  	
2,838

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
172

	  	
Dover Mall

	  	  	  	
Dover

	  	
Delaware

	  	
19901

	  	
4,274

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
174

	  	
Green Acres Mall

	  	  	  	
Valley Stream

	  	
New York

	  	
11581

	  	
6,056

	  	
Vornado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
175

	  	
Tippecanoe Mall

	  	  	  	
Lafayette

	  	
Indiana

	  	
47905

	  	
4,633

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
176

	  	
Fox Run Mall

	  	
#1

	  	
Newington

	  	
New Hampshire

	  	
3801

	  	
3,670

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
177

	  	
Pyramid Mall Ithaca

	  	
B07

	  	
Ithaca

	  	
New York

	  	
14850

	  	
3,533

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
178

	  	
Hudson Valley Mall

	  	  	  	
Kingston

	  	
New York

	  	
12401

	  	
3,600

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
183

	  	
Metrocenter Mall

	  	  	  	
Phoenix

	  	
Arizona

	  	
85051

	  	
3,702

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
184

	  	
Palisades Center

	  	
B203

	  	
West Nyack

	  	
New York

	  	
10994

	  	
3,549

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
185

	  	
South Shore Mall

	  	  	  	
Bay Shore

	  	
New York

	  	
11706

	  	
3,593

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
186

	  	
Owings Mills Mall

	  	
1106

	  	
Owings Mills

	  	
Maryland

	  	
21117

	  	
3,017

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
188

	  	
Stones River Mall

	  	  	  	
Murfreesboro

	  	
Tennessee

	  	
37129

	  	
3,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
189

	  	
Southland Shopping Center

	  	
1290

	  	
Taylor

	  	
Michigan

	  	
48180

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
190

	  	
Dayton Mall

	  	
252

	  	
Dayton

	  	
Ohio

	  	
45459

	  	
3,720

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
192

	  	
The Pavillions at Buckland Hills

	  	
1138

	  	
Manchester

	  	
Connecticut

	  	
6040

	  	
4,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
193

	  	
Exton Square Mall

	  	
2005

	  	
Exton

	  	
Pennsylvania

	  	
19341

	  	
3,360

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
194

	  	
Mall of New Hampshire

	  	
W123

	  	
Manchester

	  	
New Hampshire

	  	
3103

	  	
3,633

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
195

	  	
Crystal Mall

	  	
R207

	  	
Waterford

	  	
Connecticut

	  	
6385

	  	
2,842

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
196

	  	
Springfield Mali

	  	
GG10

	  	
Springfield

	  	
Virginia

	  	
22150

	  	
3,077

	  	
Vornado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
197

	  	
Annapolis Mall

	  	  	  	
Annapolis

	  	
Maryland

	  	
21401

	  	
3,974

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
198

	  	
Orland Square Shopping Center

	  	
B11

	  	
Chicago

	  	
Illinois

	  	
60462

	  	
3,081

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
200

	  	
Northshore Mall

	  	
E155

	  	
Peabody

	  	
Massachusetts

	  	
1960

	  	
3,467

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
201

	  	
Southern Park Mall

	  	
725

	  	
Youngstown

	  	
Ohio

	  	
44512

	  	
2,787

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
202

	  	
Great Lakes Crossing

	  	
859

	  	
Auburn Hills

	  	
Michigan

	  	
48326

	  	
3,184

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
203

	  	
Northwoods Mall

	  	
G532

	  	
Charleston

	  	
South Carolina

	  	
29406

	  	
4,072

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
204

	  	
Mall of America

	  	
N118

	  	
Bloomington

	  	
Minnesota

	  	
55425

	  	
4,077

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
205

	  	
Century Mall III

	  	
629

	  	
West Mifflin

	  	
Pennsylvania

	  	
15123

	  	
3,107

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
206

	  	
Hanes Mall

	  	
AL-120

	  	
Winston Salem

	  	
North Carolina

	  	
27103

	  	
3,961

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
207

	  	
Rivertown Crossing

	  	
2048

	  	
Grandville

	  	
Michigan

	  	
49418

	  	
3,549

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
208

	  	
Providence Place

	  	
B307

	  	
Providence

	  	
Rhode Island

	  	
2903

	  	
3,090

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
209

	  	
Meriden Square Mall

	  	
4068

	  	
Meriden

	  	
Connecticut

	  	
6451

	  	
3,436

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
214

	  	
Southpark Center

	  	
DL-408

	  	
Strongsville

	  	
Ohio

	  	
44136

	  	
3,424

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
215

	  	
Glenbrook Square Mall

	  	
E6

	  	
Fort Wayne

	  	
Indiana

	  	
46805

	  	
3,467

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
216

	  	
Market Place Shopping Center

	  	
340

	  	
Champaigne

	  	
Illinois

	  	
61820

	  	
3,826

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
218

	  	
Summit Mall

	  	
258A

	  	
Akron

	  	
Ohio

	  	
44333

	  	
3,139

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
219

	  	
Eastwood Mall

	  	
652

	  	
Niles

	  	
Ohio

	  	
44446

	  	
3,500

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
220

	  	
College Mall

	  	
M13A

	  	
Bloomington

	  	
Indiana

	  	
47401

	  	
3,523

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
221

	  	
Muncie Mall

	  	
L05

	  	
Muncie

	  	
Indiana

	  	
47303

	  	
3,698

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
222

	  	
Plymouth Meeting Mall

	  	
2100

	  	
Plymouth

	  	
Pennsylvania

	  	
19462

	  	
3,083

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
223

	  	
Haywood Mall

	  	
2045

	  	
Greenville

	  	
South Carolina

	  	
29605

	  	
3,442

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
224

	  	
Jersey Gardens

	  	
2076

	  	
Elizabeth

	  	
New Jersey

	  	
7201

	  	
2,543

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
225

	  	
Knoxville Center Mall

	  	
2187

	  	
Knoxville

	  	
Tennessee

	  	
37924

	  	
3,019

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
226

	  	
Meridian Mall

	  	
243

	  	
Lansing

	  	
Michigan

	  	
48864

	  	
3,630

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
227

	  	
Franklin Park Mall

	  	
520

	  	
Toledo

	  	
Ohio

	  	
43623

	  	
3,835

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
228

	  	
Potomac Mills Center

	  	
247

	  	
Woodbridge

	  	
Virginia

	  	
22192

	  	
3,561

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
229

	  	
Coventry Mail

	  	
C8

	  	
Pottstown

	  	
Pennsylvania

	  	
19465

	  	
2,958

	  	
Stoltz Management

	  	
Routes 724 & 100

	  	  	  	
Pottstown

	  	
PA

	  	
19465


	
230

	  	
Coolsprings Galleria

	  	
2430

	  	
Franklin

	  	
Tennessee

	  	
37067

	  	
2,418

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
231

	  	
Fairlane Town Center

	  	
N314

	  	
Dearborn

	  	
Michigan

	  	
48126

	  	
3,047

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
233

	  	
Colonial Mall Gadsden

	  	
47

	  	
Gadsden

	  	
Alabama

	  	
35901

	  	
3,165

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102







 


 


 




  





  











  






 


 


 



	
234

	  	
Colonial Park Mall

	  	
15

	  	
Harrisburg

	  	
Pennsylvania

	  	
17109

	  	
3,125

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
235

	  	
Hickory Hollow Mall

	  	
2111/2113

	  	
Antioch

	  	
Tennessee

	  	
37013

	  	
3,597

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
236

	  	
Pheasant Lane Mall

	  	
E145

	  	
Nashua

	  	
New Hampshire

	  	
3060

	  	
2,630

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
237

	  	
Beaver Valley Mall

	  	
640

	  	
Monaca

	  	
Pennsylvania

	  	
15061

	  	
4,000

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
238

	  	
Honey Creek

	  	
B2

	  	
Terre Haute

	  	
Indiana

	  	
44310

	  	
3,667

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
239

	  	
RiverGate Mall

	  	
A6A

	  	
Goodlettsville

	  	
Tennessee

	  	
37072

	  	
3,452

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
240

	  	
Cary Town Center

	  	
E4428

	  	
Raleigh

	  	
North Carolina

	  	
27511

	  	
2,567

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
242

	  	
Grand Central Mall

	  	
273

	  	
Vienna

	  	
West Virginia

	  	
26105

	  	
2,712

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
243

	  	
Mall at Johnson City

	  	
17

	  	
Johnson City

	  	
Tennessee

	  	
37601

	  	
3,055

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
244

	  	
Maplewood Mall

	  	
2012

	  	
Maplewood

	  	
Minnesota

	  	
55109

	  	
2,974

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
245

	  	
Chesterfield Mall

	  	
BL220

	  	
Chesterfield

	  	
Missouri

	  	
63017

	  	
3,208

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
246

	  	
Chapel Hill Mall

	  	
339

	  	
Akron

	  	
Ohio

	  	
44310

	  	
3,418

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
247

	  	
Fashion Square Mall

	  	
C312

	  	
Saginaw

	  	
Michigan

	  	
48604

	  	
3,009

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
248

	  	
Wilton Mall

	  	
E18

	  	
Saratoga Springs

	  	
New York

	  	
12866

	  	
2,467

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
249

	  	
Asheville Mall

	  	
L42

	  	
Asheville

	  	
North Carolina

	  	
28805

	  	
3,363

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
250

	  	
Burnsville Center

	  	
1044

	  	
Burnsville

	  	
Minnesota

	  	
55306

	  	
2,676

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
251

	  	
Eastland Mall

	  	
64

	  	
Evansville

	  	
Indiana

	  	
47715

	  	
3,310

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
252

	  	
Opry Mills

	  	
476

	  	
Nashville

	  	
Tennessee

	  	
37214

	  	
3,590

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
253

	  	
Crestwood Mall

	  	
436

	  	
St Louis

	  	
Missouri

	  	
63126

	  	
2,570

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
254

	  	
Mid Rivers

	  	
1252

	  	
St Peters

	  	
Missouri

	  	
63376

	  	
3,133

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
255

	  	
Charlestown Mall

	  	
C214

	  	
St Charles

	  	
Illinois

	  	
60174

	  	
3,016

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
256

	  	
Independence Mall

	  	
D114

	  	
Kingston

	  	
Massachusetts

	  	
2364

	  	
3,081

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
257

	  	
Circle Centre Mall

	  	
F16

	  	
Indianapolis

	  	
Indiana

	  	
46225

	  	
3,632

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
258

	  	
Tysons Corner Center

	  	
G5U

	  	
McLean

	  	
Virginia

	  	
22102

	  	
3,578

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
259

	  	
Arundel Mills

	  	
211

	  	
Hanover

	  	
Maryland

	  	
21076

	  	
3,088

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
260

	  	
Arnot Mall

	  	
N9

	  	
Horsehead

	  	
New York

	  	
14844

	  	
3,000

	  	
Arnot Realty

	  	
3300 Chambers Road South

	  	  	  	
Horsehead

	  	
NY

	  	
14845


	
261

	  	
Morgantown

	  	
613

	  	
Morgantown

	  	
West Virginia

	  	
26501

	  	
2,870

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
262

	  	
Arbor Place

	  	
1180

	  	
Douglassville

	  	
Georgia

	  	
30315

	  	
3,237

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
263

	  	
Governor's Square

	  	
2170

	  	
Tallahassee

	  	
Florida

	  	
32301

	  	
3,024

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
264

	  	
Colonial Mall at Macon

	  	
18

	  	
Macon

	  	
Georgia

	  	
31206

	  	
3,120

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
265

	  	
Miller Hill

	  	
J08

	  	
Duluth

	  	
Minnesota

	  	
55811

	  	
2,842

	  	
Simon Property Group

	  	
225 W Washington Street .

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
266

	  	
Merle Hay Mall

	  	
912

	  	
Des Moines

	  	
Iowa

	  	
50310

	  	
3,456

	  	
The Mills Corp

	  	
3850 Merle Hay Road

	  	
Suite 101

	  	
Des Moines

	  	
IA

	  	
50310


	
268

	  	
Oak Court

	  	
1130

	  	
Memphis

	  	
Tennessee

	  	
38117

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
269

	  	
Four Seasons Mall

	  	
209

	  	
Greensboro

	  	
North Carolina

	  	
27407

	  	
3,585

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
271

	  	
Harford Mall

	  	
W4

	  	
Belair

	  	
Maryland

	  	
21014

	  	
3,243

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
272

	  	
University Mall

	  	
112

	  	
Tuscaloosa

	  	
Alabama

	  	
35405

	  	
3,539

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
273

	  	
Meadowbrook Mall

	  	
640

	  	
Bridgeport

	  	
West Virginia

	  	
26330

	  	
3,325

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
274

	  	
Sandusky Mall

	  	
327

	  	
Sandusky

	  	
Ohio

	  	
44870

	  	
3,457

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
275

	  	
Eastland Mall

	  	
1055

	  	
Bloomington

	  	
Illinois

	  	
61701

	  	
4,211

	  	
Copaken White Blitt

	  	
1100 Walnut

	  	
Suite 2000

	  	
Kansas City

	  	
MO

	  	
64106


	
277

	  	
Brass Mill

	  	
1128

	  	
Waterbury

	  	
Connecticut

	  	
6706

	  	
3,759

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
278

	  	
White Marsh

	  	
2035

	  	
Baltimore

	  	
Maryland

	  	
21236

	  	
3,265

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
280

	  	
Concord Mills

	  	
699

	  	
Concord

	  	
North Carolina

	  	
28027

	  	
3,051

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
281

	  	
Kennedy Mall

	  	
566

	  	
Dubuque

	  	
Iowa

	  	
52002

	  	
3,745

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
282

	  	
Augusta Mall

	  	
1131

	  	
Augusta

	  	
Georgia

	  	
30909

	  	
3,242

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
283

	  	
Independence Mall

	  	
1093

	  	
Wilmington

	  	
North Carolina

	  	
28403

	  	
3,216

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
284

	  	
Colonial Myrtle Beach

	  	
D9

	  	
Myrtle Beach

	  	
South Carolina

	  	
29572

	  	
3,438

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
285

	  	
Colonial Mall Greenville

	  	
D4

	  	
Greenville

	  	
North Carolina

	  	
27858

	  	
2,895

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
286

	  	
Richland Mall

	  	
A7

	  	
Mansfield

	  	
Ohio

	  	
44906

	  	
3,500

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
287

	  	
North Dartmouth Mall

	  	
1360

	  	
North Dartmouth

	  	
Massachusetts

	  	
2747

	  	
3,300

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
288

	  	
Eastland Mall

	  	
B8

	  	
Columbus

	  	
Ohio

	  	
43232

	  	
4,560

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
289

	  	
Woodland Mall

	  	
1A

	  	
Grand Rapids

	  	
Michigan

	  	
49512

	  	
3,615

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
290

	  	
Valley Hills Mall

	  	
230

	  	
Hickory

	  	
North Carolina

	  	
28602

	  	
3,699

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
291

	  	
Riverchase Galleria

	  	
V2

	  	
Birmingham

	  	
Alabama

	  	
35244

	  	
3,089

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
292

	  	
Westroads

	  	  	  	
Omaha

	  	
Nebraska

	  	
68114

	  	
4,022

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
293

	  	
Tanger Factory Outlet Center-NY

	  	
304

	  	
Riverhead

	  	
New York

	  	
11901

	  	
3,860

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
294

	  	
Springfield Mall

	  	
10BU

	  	
Springfield

	  	
Pennsylvania

	  	
19064

	  	
3,071

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
297

	  	
Macomb Mall

	  	
240/250

	  	
Roseville

	  	
Michigan

	  	
48066

	  	
3,000

	  	
Macomb Association

	  	
25 W 39th Street

	  	  	  	
New York

	  	
NY

	  	
10018


	
299

	  	
Mall of Louisiana

	  	
2186

	  	
Baton Rouge

	  	
Louisiana

	  	
70836

	  	
3,369

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
300

	  	
River Hills Mall

	  	
308

	  	
Mankato

	  	
Minnesota

	  	
56001

	  	
3,044

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
301

	  	
Colonial Mall Bel Aire

	  	
C19

	  	
Mobile

	  	
Alabama

	  	
36606

	  	
2,846

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
303

	  	
Northtown Mall

	  	
H19

	  	
Blaine

	  	
Minnesota

	  	
55434

	  	
3,600

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
304

	  	
Bangor Mall

	  	
E6

	  	
Bangor

	  	
Maine

	  	
4401

	  	
3,514

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
305

	  	
Oakdale

	  	
Suite 76

	  	
Johnson City

	  	
New York

	  	
13790

	  	
2,827

	  	
Vomado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
306

	  	
Independence Center

	  	
G07

	  	
Independence

	  	
Missouri

	  	
64057

	  	
3,800

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
307

	  	
Polaris

	  	
2094

	  	
Columbus

	  	
Ohio

	  	
43240

	  	
3,243

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
308

	  	
South County Mall

	  	
51

	  	
St Louis

	  	
Missouri

	  	
63129

	  	
3,861

	  	
Westfieid

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
309

	  	
Midway Mall

	  	
F36

	  	
Elyria

	  	
Ohio

	  	
44035

	  	
3,036

	  	
Westfieid

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
310

	  	
Valley View Mall

	  	
LB40

	  	
Roanoke

	  	
Virginia

	  	
24012

	  	
2,920

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
311

	  	
West Ridge Mall

	  	
G13A

	  	
Topeka

	  	
Kansas

	  	
66604

	  	
3,093

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
312

	  	
McKinley Mall

	  	
807

	  	
Buffalo

	  	
New York

	  	
14219

	  	
3,372

	  	
Zamias

	  	
300 Market Street

	  	  	  	
Johnstown

	  	
PA

	  	
15901


	
313

	  	
Maine Mall

	  	
W11

	  	
Portland

	  	
Maine

	  	
4106

	  	
3,370

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
314

	  	
CherryVale Mall

	  	
F129

	  	
Rockford

	  	
Illinois

	  	
61112

	  	
3,438

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
315

	  	
St Clair Square

	  	
105

	  	
Fairview Heights

	  	
Illinois

	  	
62208

	  	
4,041

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
316

	  	
Cross Creek Mall

	  	
TB7

	  	
Fayetteville

	  	
North Carolina

	  	
28303

	  	
3,858

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
317

	  	
Charleston Town Center

	  	
2105

	  	
Charleston

	  	
West Virginia

	  	
25389

	  	
2,849

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
318

	  	
Mayfair Mall

	  	
865

	  	
Wauwatosa

	  	
Wisconsin

	  	
53226

	  	
3,023

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
319

	  	
White Oaks Mall

	  	
C10

	  	
Springfield

	  	
Illinois

	  	
62704

	  	
3,623

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
330

	  	
Park Plaza Mall

	  	  	  	
Little Rock

	  	
Arkansas

	  	
72205

	  	
2,910

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
331

	  	
The Hanover Mall

	  	
113

	  	
Hanover

	  	
Massachusetts

	  	
2339

	  	
3,000

	  	
Weiner

	  	
1775 Washinton Street

	  	  	  	
Hanover

	  	
MA

	  	
2339


	
332

	  	
Chicago Ridge

	  	  	  	
Chicago

	  	
Illinois

	  	
60415

	  	
3,509

	  	
Shopco Advisory Corp.

	  	
1250 Braodway

	  	  	  	
New York

	  	
NY

	  	
10001












 




  





  











  






 


 


 



	
333

	  	
Washington Square

	  	
166

	  	
Indianapolis

	  	
Indiana

	  	
46229

	  	
3,016

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
334

	  	
Ashland Town Center

	  	
468

	  	
Ashland

	  	
Kentucky

	  	
41101

	  	
3,354

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
335

	  	
River Valley Mall

	  	  	  	
Lancaster

	  	
Ohio

	  	
43130

	  	
3,200

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
336

	  	
Logan Valley Mall

	  	
944

	  	
Altoona

	  	
Pennsylvania

	  	
16602

	  	
3,227

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
337

	  	
Capital City Mall

	  	  	  	
Camp Hill

	  	
Pennsylvania

	  	
17011-7003

	  	
3,603

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
338

	  	
Jefferson Pointe Mall

	  	
H10

	  	
Fort Wayne

	  	
Indiana

	  	
46804

	  	
3,401

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
339

	  	
The Mall at Whitney Field

	  	
Formerly Searstown Mall Leominster

	  	  	  	
Massachusetts

	  	
46804

	  	
3,548

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
340

	  	
Oakwood Mall

	  	
322

	  	
Eau Claire

	  	
Wisconsin

	  	
54701

	  	
3,786

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
341

	  	
The Lakes Mall

	  	
1076

	  	
Muskegon

	  	
Michigan

	  	
49444

	  	
2,928

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
342

	  	
York Galleria

	  	
166

	  	
York

	  	
Pennsylvania

	  	
17402

	  	
3,055

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
343

	  	
River Ridge Mall

	  	
B90

	  	
Lynchburgh

	  	
Virginia

	  	
24502

	  	
3,200

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
344

	  	
Berkshire Mall

	  	
B104

	  	
Lanesboro

	  	
Massachusetts

	  	
1237

	  	
3,500

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
346

	  	
Robinson Town Center

	  	  	  	
Robinson Township

	  	
Pennsylvania

	  	  	  	
3,266

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
347

	  	
Stroud Mall

	  	  	  	
Stroudsburgh

	  	
Pennsylvania

	  	
18360

	  	
2,750

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
348

	  	
Connecticut Post

	  	
2041

	  	
Milford

	  	
Connecticut

	  	
6460

	  	
2,890

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
349

	  	
Berkshire Mall

	  	
G7

	  	
Wyomissing

	  	
Pennsylvania

	  	
19610

	  	
3,625

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
350

	  	
South Pointe

	  	
D5

	  	
Lincoln

	  	
Nebraska

	  	
68516

	  	
2,800

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
351

	  	
The Plaza at King of Prussia

	  	  	  	
King of Prussia

	  	
Pennsylvania

	  	
19406

	  	
3,223

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
353

	  	
Northpark Mall

	  	
36

	  	
Davenport

	  	
Iowa

	  	
52806

	  	
3,415

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
354

	  	
Southpark Mall

	  	
175

	  	
Moline

	  	
Illinois

	  	
61265

	  	
3,103

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
355

	  	
Eastgate Mall

	  	
344

	  	
Cincinnati

	  	
Ohio

	  	
45245

	  	
3,964

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
356

	  	
Southpark

	  	
F40

	  	
Colonial Heights

	  	
Virginia

	  	
23834

	  	
3,150

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
357

	  	
Clearview Mall

	  	
BL06

	  	
Butler

	  	
Pennsylvania

	  	
16001

	  	
2,997

	  	
JJ Gumberg

	  	
1051 Brinlon Road

	  	  	  	
Pittsburgh

	  	
PA

	  	
15221


	
358

	  	
Gateway Mall

	  	  	  	
Lincoln

	  	
Nebraska

	  	  	  	
3,728

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
359

	  	
Burlington Town Center

	  	  	  	
Burlington

	  	
Vermont

	  	  	  	
3,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
360

	  	
Nittany Mall

	  	  	  	
State College

	  	
Pennsylvania

	  	
16801

	  	
3,333

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
361

	  	
Spring Hill

	  	
Lease ID # 405001 0003

	  	
iWest Dundee

	  	
Illinois

	  	
60118

	  	
3,402

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
362

	  	
Solomon Pond

	  	
N219

	  	
Marlborough

	  	
Massachusetts

	  	
1752

	  	
3,208

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
363

	  	
Mall of Georgia

	  	
2025

	  	
Buford

	  	
Georgia

	  	
30519

	  	
3,713

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
364

	  	
Northwoods Mall

	  	  	  	
Peoria

	  	
Illinois

	  	
61613

	  	
4,281

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
365

	  	
Findlay Village

	  	
#153

	  	
Findlay

	  	
Ohio

	  	
45839

	  	
3,600

	  	
JJ Gumberg

	  	
1051 Brinton Road

	  	  	  	
Pittsburgh

	  	
PA

	  	
15221


	
366

	  	
Wausau Center

	  	  	  	
Wausau

	  	
Wisconsin

	  	  	  	
3,600

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
367

	  	
Birchwood Mall

	  	  	  	
Port Huron

	  	
Michigan

	  	  	  	
3,199

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
368

	  	
Susquehanna Valley

	  	  	  	
Selinsgrove

	  	
Pennsylvania

	  	
17870

	  	
3,090

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
369

	  	
Eden Prairie Center

	  	  	  	
Eden Prairie

	  	
Minnesota

	  	
55344

	  	
3,530

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
370

	  	
Steeplegate Mall

	  	  	  	
Concord

	  	
New Hampshire

	  	
3301

	  	
3,158

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
371

	  	
Salmon Run Mall

	  	
NYS Rte 3

	  	
Watertown

	  	
New York

	  	  	  	
2,958

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
372

	  	
Champlain Center North

	  	
C119

	  	
Pittsburgh

	  	
New York

	  	  	  	
3,366

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
373

	  	
Florence Mall

	  	  	  	
Florence

	  	
Kentucky

	  	  	  	
3,828

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
374

	  	
North Grand Mall

	  	  	  	
Ames

	  	
Iowa

	  	
50010

	  	
3,707

	  	
Landau & Heyman

	  	
303 E Main Street

	  	
Suite 201

	  	
Barrington

	  	
IL

	  	
60010


	
375

	  	
Palmer Park Mall

	  	
Palmer Township

	  	
Easton

	  	
Pennsylvania

	  	
18042

	  	
2,971

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
376

	  	
Manhattan Town Center

	  	  	  	
Manhattan

	  	
Kansas

	  	  	  	
3,500

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
377

	  	
Jefferson Mall

	  	  	  	
Louisville

	  	
Kentucky

	  	  	  	
2,521

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
378

	  	
University Mall

	  	  	  	
South Burlington

	  	
Vermont

	  	  	  	
3,000

	  	
Finard & Company

	  	
One Burlington Woods Dr

	  	  	  	
Burlington

	  	
MA

	  	
01803


	
379

	  	
Rockingham Park Mall

	  	  	  	
Salem

	  	
New Hampshire

	  	
3079

	  	
3,419

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
380

	  	
Brookfield Square

	  	  	  	
Brookfield

	  	
Wisconsin

	  	
53005-6084

	  	
3,968

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
381

	  	
Johnstown Galleria

	  	  	  	
Johnstown

	  	
Pennsylvania

	  	
15901

	  	
3,250

	  	
Zamias

	  	
300 Market Street

	  	  	  	
Johnstown

	  	
PA

	  	
15901


	
382

	  	
Madison Square Mall

	  	  	  	
Huntsville

	  	
Alabama

	  	
35806

	  	
3,060

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
383

	  	
Rotterdam Square

	  	  	  	
Schenectady

	  	
New York

	  	
12306

	  	
2,930

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
384

	  	
Kenwood Town Center

	  	  	  	
Cincinnati

	  	
Ohio

	  	
45236

	  	
3,650

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
385

	  	
Kentucky Oaks Mall

	  	  	  	
Paducah

	  	
Kentucky

	  	
42001

	  	
3,651

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
386

	  	
Upper Valley Mall

	  	  	  	
Springfield

	  	
Ohio

	  	
45504

	  	
3,024

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
387

	  	
Apple Blossom Mall

	  	  	  	
Winchester

	  	
Virginia

	  	
22601

	  	
3,252

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
388

	  	
College Square - IA

	  	  	  	
Cedar Falls

	  	
Iowa

	  	
50613

	  	
3,514

	  	
Landau & Heyman of Iowa, Inc.

	  	
249 W 17th Street

	  	  	  	
New York

	  	
NY

	  	
10011


	
389

	  	
Wolfchase Galleria

	  	  	  	
Memphis

	  	
Tennessee

	  	
38133

	  	
3,450

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
390

	  	
Magnolia Mall

	  	  	  	
Florence

	  	
South Carolina

	  	
29501

	  	
3,002

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
391

	  	
Phillipsburg Mall

	  	  	  	
Phillipsburg

	  	
New Jersey

	  	
08865-4105

	  	
3,696

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
392

	  	
West Towne Mall

	  	  	  	
Madison

	  	
Wisconsin

	  	
53719-1069

	  	
3,050

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
393

	  	
Regency Mall

	  	  	  	
Racine

	  	
Wisconsin

	  	
53406-5052

	  	
3,450

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
394

	  	
Northgate Mall

	  	  	  	
Cincinnati

	  	
Ohio

	  	
45251

	  	
3,300

	  	
David Hocker

	  	
1901 Frederica Street

	  	  	  	
Owensboro

	  	
KY

	  	
42301


	
395

	  	
Brunswick Square

	  	  	  	
East Brunswick

	  	
New Jersey

	  	
8816

	  	
3,790

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
396

	  	
Easton Town Center

	  	  	  	
Columbus

	  	
Ohio

	  	
43219

	  	
3,673

	  	
Steiner and Associates, Inc.

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
397

	  	
Indian Mound Mall

	  	  	  	
Heath

	  	
Ohio

	  	
43056

	  	
3,953

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
398

	  	
Towne East Square

	  	  	  	
Wichita

	  	
Kansas

	  	
67207

	  	
3,100

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
399

	  	
Sikes Senter Mall

	  	  	  	
Wichita Falls

	  	
Texas

	  	
76308

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
440

	  	
Coral Ridge Mall

	  	  	  	
Coralville

	  	
Iowa

	  	
52241

	  	
3,401

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
441

	  	
Georgia Square Mall

	  	
Suite 212

	  	
Athens

	  	
Georgia

	  	
30606-3155

	  	
3,150

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
442

	  	
Mall of Abilene

	  	  	  	
Abilene

	  	
Texas

	  	
79606

	  	
3,339

	  	
Landau & Heyman

	  	
124 Johnson Ferry Rd

	  	  	  	
Atlanta

	  	
GA

	  	
30328


	
443

	  	
Great Mall of the Great Plains

	  	  	  	
Olathe

	  	
Kansas

	  	
66061

	  	
4,284

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
444

	  	
Central Mall

	  	  	  	
Fort Smith

	  	
Arkansas

	  	
72903

	  	
2,920

	  	
Warmack and Company, LLC

	  	
Central Mall

	  	  	  	
Fort Smith

	  	
AR

	  	
72903


	
445

	  	
Santa Rosa Mall

	  	
Suite 60

	  	
Mary Esther

	  	
Florida

	  	
32569

	  	
3,054

	  	
Jim Wilson

	  	
3500 Piedmont Road NE

	  	
Suite 600

	  	
Atlanta

	  	
GA

	  	
30305


	
446

	  	
Westwood Mall

	  	  	  	
Jackson

	  	
Michigan

	  	
49201

	  	
4,214

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
447

	  	
Eastwood Town Center

	  	  	  	
Lansing

	  	
Michigan

	  	
48912

	  	
3,600

	  	
Jeffery R. Anderson Realty

	  	
3805 Edwards Road

	  	
Suite 700

	  	
Cincinnati

	  	
OH

	  	
45209


	
448

	  	
Penn Square Mall

	  	  	  	
Oklahoma City

	  	
Oklahoma

	  	
73116

	  	
3,152

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
449

	  	
Louis Joliet Mall

	  	  	  	
Joliet

	  	
Illinois

	  	
60431

	  	
4,281

	  	
The Mills Corp

	  	
3340 Mall Loop

	  	  	  	
Joliet

	  	
IL

	  	
60431


	
450

	  	
Crossroads Center

	  	  	  	
St. Cloud

	  	
Minnesota

	  	
56301

	  	
4,021

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
451

	  	
University Mall

	  	  	  	
Carbondale

	  	
Illinois

	  	
62902

	  	
3,600

	  	
Landau & Heyman

	  	
120 South Riverside Plaza

	  	
Suite 1605

	  	
Chicago

	  	
IL

	  	
60606


	
452

	  	
West Valley Mall

	  	  	  	
Tracy

	  	
California

	  	
95304

	  	
3,498

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
453

	  	
Cape Cod Mall

	  	  	  	
Hyannis

	  	
Massachusetts

	  	
2601

	  	
3,862

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
454

	  	
Grand Traverse Mall

	  	  	  	
Traverse City

	  	
Michigan

	  	
49684

	  	
3,040

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606







 


 


 




  





  











  






 


 



	
455

	  	
Enfield

	  	  	  	
Enfield

	  	
Connecticut

	  	
6082

	  	
3,300

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
456

	  	
Lakeland Square Mall

	  	
RM 304

	  	
Lakeland

	  	
Florida

	  	
33809

	  	
3,200

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
457

	  	
Colony Square

	  	  	  	
Zanesvllle

	  	
Ohio

	  	
43701

	  	
2,659

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
458

	  	
Westshore Mall

	  	  	  	
Holland

	  	
Michigan

	  	
49424

	  	
3,053

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
459

	  	
Towne Mall

	  	  	  	
Elizabethtown

	  	
Kentucky

	  	
42701

	  	
3,000

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
460

	  	
Janesville Mall

	  	  	  	
Janesville

	  	
Wisconsin

	  	
53545

	  	
3,418

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
461

	  	
West Park Mall

	  	
Suite 134

	  	
Cape Girardeau

	  	
Missouri

	  	
63703

	  	
3,811

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
462

	  	
Viewmont Mall

	  	  	  	
Scranton

	  	
Pennsylvania

	  	
18508-1305

	  	
3,300

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
463

	  	
Swansea Mall

	  	  	  	
Swansea

	  	
Massachusetts

	  	
2777

	  	
3,028

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
464

	  	
Bay City Mall

	  	  	  	
Bay City

	  	
Michigan

	  	
48706

	  	
3,410

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
465

	  	
Lansing Mall

	  	  	  	
Lansing

	  	
Michigan

	  	
48917

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
466

	  	
Lakeview Square Mall

	  	  	  	
Battle Creek

	  	
Michigan

	  	
49015

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
467

	  	
Governor's Square Mall

	  	  	  	
Clarksville

	  	
Tennessee

	  	
37042

	  	
3,720

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
468

	  	
Eastfield Mall

	  	  	  	
Springfield

	  	
Massachusetts

	  	
1129

	  	
3,470

	  	
Mountain Development Corp.

	  	
100 Delawanna Avenue

	  	
Suite 100

	  	
Clifton

	  	
NJ

	  	
7014


	
469

	  	
Northpark Mall

	  	
101 Rangeline Road

	  	
Joplin

	  	
Missouri

	  	
64801

	  	
3,167

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
470

	  	
Northgate Mall (TN)

	  	  	  	
Chattanooga

	  	
Tennessee

	  	
37415

	  	
3,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
471

	  	
Hulen Mall

	  	  	  	
Fort Worth

	  	
Texas

	  	
76132

	  	
2,909

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
472

	  	
Ridgemar Mall

	  	  	  	
Fort Worth

	  	
Texas

	  	
76116

	  	
2,982

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
473

	  	
Arsenal Mall

	  	  	  	
Watertown

	  	
Massachusetts

	  	
2472

	  	
3,809

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
474

	  	
Apache Mall

	  	  	  	
Rochester

	  	
Minnesota

	  	
55902

	  	
3,041

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
475

	  	
Anderson Mall

	  	  	  	
Anderson

	  	
South Carolina

	  	
29621

	  	
3,848

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
476

	  	
South Shore Plaza

	  	  	  	
Braintree

	  	
Massachusetts

	  	
2184

	  	
3,190

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
477

	  	
Northgate Mall (NC)

	  	  	  	
Raleigh

	  	
North Carolina

	  	
27701

	  	
2,747

	  	
Northgate Associates

	  	
P.O. Box 2476

	  	  	  	
Durham

	  	
NC

	  	
27715


	
478

	  	
Yorktown Mall

	  	  	  	
Lombard

	  	
Illinois

	  	
60148

	  	
2,835

	  	
Pehrson Long Associates

	  	
203 Yorktown Center

	  	  	  	
Lombard

	  	
IL

	  	
60148


	
479

	  	
Pecanland Mall

	  	  	  	
Monroe

	  	
Louisiana

	  	
71203

	  	
3,654

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
481

	  	
Park Place Mall

	  	  	  	
Tucson

	  	
Arizona

	  	
85711

	  	
3,174

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
482

	  	
Neshaminy Mall

	  	  	  	
Bensalem

	  	
Pennsylvania

	  	
19020

	  	
3,175

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
483

	  	
Triangle Town Center

	  	  	  	
Raleigh

	  	
North Carolina

	  	
27616

	  	
3,541

	  	
Jacobs Group

	  	
25425 Center Ridge Road

	  	  	  	
Cleveland

	  	
OH

	  	
44145


	
484

	  	
The Oaks Mall

	  	  	  	
Gainsville

	  	
Florida

	  	
32605

	  	
3,349

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
485

	  	
Collin Creek Mall

	  	  	  	
Piano

	  	
Texas

	  	
75075

	  	
3,531

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
486

	  	
Colonial Mall at Auburn

	  	  	  	
Auburn

	  	
Alabama

	  	
36830

	  	
3,538

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
487

	  	
Carolina Place Mall

	  	  	  	
Pineville

	  	
North Carolina

	  	
28134

	  	
2,997

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
488

	  	
The Parks at Arlington

	  	
#2206

	  	
Arlington

	  	
Texas

	  	
76015-4194

	  	
3,330

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
489

	  	
Towne Square Mall

	  	  	  	
Owensboro

	  	
Kentucky

	  	
42301

	  	
3,674

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
490

	  	
Prime Outlets of Grove City

	  	  	  	
Grove City

	  	
Pennsylvania

	  	
16127

	  	
4,749

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
491

	  	
Prime Outlets of Hagerstown

	  	  	  	
Hagerstown

	  	
Maryland

	  	
21740

	  	
5,063

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
492

	  	
San Marcos Outlet Stores

	  	
Suite 450

	  	
San Marcos

	  	
Texas

	  	
78666-5957

	  	
5,764

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
493

	  	
Rehoboth Outlets

	  	  	  	
Rehoboth Beach

	  	
Delaware

	  	
19971

	  	
5,000

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
494

	  	
Valley Mall

	  	
Attention: Mall Management

	  	
Harrisonburg

	  	
Virginia

	  	
22801

	  	
3,200

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
506

	  	
Shenango Valley Mall

	  	  	  	
Hermitage

	  	
Pennsylvania

	  	
16148

	  	
3,600

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
507

	  	
Greenwood Mall

	  	  	  	
Bowling Green

	  	
Kentucky

	  	
42104

	  	
3,584

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
508

	  	
Myrtle Beach Outlet

	  	  	  	
Myrtle Beach

	  	
South Carolina

	  	
29579

	  	
5,040

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
509

	  	
Pleasant Prairie Outlets

	  	  	  	
Kenosha

	  	
Wisconsin

	  	
53158

	  	
3,600

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
510

	  	
Jeffersonville

	  	  	  	
Jeffersonville

	  	
Ohio

	  	
43128

	  	
4,976

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
511

	  	
Prime Outlets Brich Run

	  	  	  	
Birch Run

	  	
Michigan

	  	
48415

	  	
6,000

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
512

	  	
Prime Outlets Niagara

	  	  	  	
Niagara Falls

	  	
New York

	  	
14304

	  	
3,874

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
515

	  	
Waterloo Outlets

	  	  	  	
Waterloo

	  	
New York

	  	
13165

	  	
6,000

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
516

	  	
Huntley Outlets

	  	  	  	
Huntley

	  	
Illinois

	  	
60149

	  	
5,104

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
517

	  	
New River Valley Mall

	  	  	  	
Christiansburg

	  	
Virginia

	  	
24073-6506

	  	
3,542

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
518

	  	
Crossroads Mall

	  	  	  	
Portage

	  	
Michigan

	  	
49024

	  	
3,271

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
519

	  	
Wyoming Valley Mall

	  	  	  	
Wilkes Barre

	  	
Pennsylvania

	  	
18702

	  	
3,385

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
520

	  	
Virginia Center Commons

	  	  	  	
Glen Allen

	  	
Virginia

	  	
23059

	  	
2,809

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
521

	  	
Geneva Center Commons

	  	  	  	
Geneva

	  	
Illinois

	  	
60134

	  	
3,600

	  	
Jeffery R. Anderson Realty

	  	
3805 Edwards Road

	  	
Suite 700

	  	
Cincinnati

	  	
OH

	  	
45209


	
522

	  	
Southridge Mall

	  	  	  	
Greendale

	  	
Wisconsin

	  	
53129

	  	
4,500

	  	
The Mills Corp

	  	
5425 Wisconsin Avenue

	  	
Suite 500

	  	
Chevey Chase

	  	
MD

	  	
20815


	
523

	  	
Tulsa Promenade

	  	  	  	
Tulsa

	  	
Oklahoma

	  	
74135

	  	
3,682

	  	
Coyote Management LP

	  	
16475 Dallas Parkway

	  	
Suite 250

	  	
Addison

	  	
TX

	  	
75001


	
524

	  	
Esplanade Mall

	  	  	  	
Kenner

	  	
Louisiana

	  	
70065

	  	
3,274

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
525

	  	
Kirkwood Mall

	  	  	  	
Bismark

	  	
North Dakota

	  	
58504

	  	
4,284

	  	
The Mills Corp

	  	
7th Street and Bismark Exp

	  	  	  	
Bismark

	  	
ND

	  	
58504


	
526

	  	
Grapevine Mills Mall

	  	  	  	
Grapevine

	  	
Texas

	  	
76051

	  	
2,803

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
527

	  	
Golden East Crossing

	  	  	  	
Rocky Mount

	  	
North Carolina

	  	
27804

	  	
2,606

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
528

	  	
Sarasota Square

	  	  	  	
Sarasota

	  	
Florida

	  	
34238

	  	
3,389

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
529

	  	
Green Tree Mall

	  	  	  	
Clarksville

	  	
Indiana

	  	
47129

	  	
3,000

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
530

	  	
Columbia Mall (MO)

	  	  	  	
Columbia

	  	
Missouri

	  	
65203

	  	
3,003

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
531

	  	
Quintard Mall

	  	  	  	
Oxford

	  	
Alabama

	  	
36203

	  	
3,515

	  	
Grimmer Realty Company

	  	
200 Green Springs Highway

	  	  	  	
Birmingham

	  	
AL

	  	
35209


	
532

	  	
Huntington Mall

	  	  	  	
Barboursville

	  	
West Virginia

	  	
25504

	  	
3,566

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
533

	  	
Northtown Mall

	  	  	  	
Spokane

	  	
Washington

	  	
99207

	  	
3,067

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
534

	  	
Southwest Plaza

	  	  	  	
Littleton

	  	
Colorado

	  	
80123

	  	
3,828

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
535

	  	
Bellis Fair Mall

	  	  	  	
Bellingham

	  	
Washington

	  	
98226

	  	
3,426

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
536

	  	
Patrick Henry Mall

	  	  	  	
New Port News

	  	
Virginia

	  	
23602

	  	
3,434

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
537

	  	
The Citadel Mall

	  	  	  	
Colorado Springs

	  	
Colorado

	  	
80909

	  	
3,848

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
538

	  	
North East Mall

	  	  	  	
Hurst

	  	
Texas

	  	
76053

	  	
3,199

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
539

	  	
Alderwood Mall

	  	  	  	
Lynnwood

	  	
Washington

	  	
98037

	  	
3,132

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
540

	  	
Kitsap Mall

	  	  	  	
Silverdale

	  	
Washington

	  	
98383

	  	
3,500

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
541

	  	
South Hill Mall

	  	  	  	
Puyallup

	  	
Washington

	  	
98373

	  	
3,382

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
542

	  	
Arbor Lakes Mall

	  	  	  	
Maple Grove

	  	
Minnesota

	  	
55369

	  	
3,620

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
543

	  	
Vancouver Mall

	  	  	  	
Vancouver

	  	
Washington

	  	
98662

	  	
3,210

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
544

	  	
Bay Park Square

	  	  	  	
Green Bay

	  	
Wisconsin

	  	
54304

	  	
3,527

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
545

	  	
Country Side Mall

	  	  	  	
Clearwater

	  	
Florida

	  	
33761

	  	
3,349

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
546

	  	
Fox River Mall

	  	  	  	
Appleton

	  	
Wisconsin

	  	
54913

	  	
4,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
547

	  	
Columbia Mall

	  	  	  	
Grand Forks

	  	
North Dakota

	  	
58201

	  	
3,309

	  	
The Mills Corp

	  	
257 E Main Street

	  	  	  	
Barrington

	  	
IL

	  	
60010


	
548

	  	
Lima Mall

	  	  	  	
Lima

	  	
Ohio

	  	
45805

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204












 


 




  





  











  






 


 


 



	
549

	  	
Valley View Mall-WI

	  	  	  	
LaCrosse

	  	
Wisconsin

	  	
54601

	  	
3,422

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
550

	  	
Post Oak Mall

	  	  	  	
College Station

	  	
Texas

	  	
77840

	  	
3,785

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
551

	  	
Midland Mall

	  	
Pay rent for 3800 sqft, sp

	  	
Midland

	  	
Michigan

	  	
48642

	  	
3,800

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
552

	  	
Moorestown Mall

	  	  	  	
Moorestown

	  	
New Jersey

	  	
8057

	  	
3,000

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
553

	  	
Carolina Mall

	  	  	  	
Concord

	  	
North Carolina

	  	
28025

	  	
3,418

	  	
Hull Storey Retail Group

	  	
3632 Wheeler Road

	  	  	  	
Augusta

	  	
GA

	  	
30909


	
554

	  	
Valley West Mall

	  	  	  	
West DeMoines

	  	
Iowa

	  	
50266

	  	
3,880

	  	
Watson Centers

	  	
3100 W Lake Street

	  	
Suite 420

	  	
Minneapolis

	  	
MN

	  	
55416


	
555

	  	
Cordova Mall

	  	  	  	
Pensacola

	  	
Florida

	  	
32504

	  	
3,999

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
556

	  	
Mall of the Bluffs

	  	  	  	
Council Bluffs

	  	
Iowa

	  	
51503

	  	
3,571

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
557

	  	
Quail Springs

	  	  	  	
Oklahoma City

	  	
Oklahoma

	  	
73134

	  	
3,333

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
558

	  	
Towne West Square

	  	  	  	
Wichita

	  	
Kansas

	  	
67209

	  	
3,180

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
559

	  	
Eastdale Mall

	  	  	  	
Montgomery

	  	
Alabama

	  	
36117

	  	
3,395

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
560

	  	
North Point Mall

	  	  	  	
Alpharetta

	  	
Georgia

	  	
30022

	  	
3,596

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
561

	  	
Altamonte Mall

	  	  	  	
Altamonte Springs

	  	
Florida

	  	
32701

	  	
3,552

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
562

	  	
Foothills Mall

	  	  	  	
Fort Collins

	  	
Colorado

	  	
80525

	  	
3,188

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
563

	  	
Vista Ridge Mall

	  	  	  	
Lewisville

	  	
Texas

	  	
75067

	  	
2,762

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
564

	  	
Ridgedale Mall

	  	  	  	
Minnetonka

	  	
Minnesota

	  	
55305

	  	
3,481

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
565

	  	
North Star Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78216

	  	
4,620

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
566

	  	
Memorial City Mall

	  	  	  	
Houston

	  	
Texas

	  	
77027

	  	
3,458

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
567

	  	
Empire Mali

	  	  	  	
Sioux Falls

	  	
South Dakota

	  	
57106

	  	
3,409

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
568

	  	
Southern Hills Mall

	  	  	  	
Sioux City

	  	
Iowa

	  	
51106

	  	
3,561

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
569

	  	
Oglethorpe Mall

	  	  	  	
Savannah

	  	
Georgia

	  	
31406

	  	
3,580

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
570

	  	
Southlake Mall

	  	  	  	
Morrow

	  	
Georgia

	  	
30260

	  	
4,121

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
571

	  	
Millcreek Mall

	  	  	  	
Erie

	  	
Pennsylvania

	  	
16565

	  	
3,708

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
572

	  	
Vintage Faire Mall

	  	  	  	
Modesto

	  	
California

	  	
95356

	  	
3,776

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
573

	  	
Wiregrass Commons

	  	  	  	
Dothan

	  	
Alabama

	  	
36303

	  	
3,407

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
574

	  	
Westgate Mall

	  	  	  	
Spartanburg

	  	
South Carolina

	  	
29301

	  	
4,191

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
575

	  	
Deerbrook Mall

	  	  	  	
Humble

	  	
Texas

	  	
77338

	  	
3,090

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
576

	  	
Colonial Mall Valdosta

	  	  	  	
Valdosta

	  	
Georgia

	  	
31601

	  	
3,371

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
577

	  	
Parkway Place Mall

	  	  	  	
Huntsville

	  	
Alabama

	  	
35801

	  	
3,545

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
578

	  	
Francis Scott Key Mall

	  	  	  	
Frederick

	  	
Maryland

	  	
21703

	  	
4,089

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
579

	  	
Tanger Five Oaks

	  	  	  	
Sevierville

	  	
Tennessee

	  	
37862

	  	
3,550

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
580

	  	
Prime Outlets Ellenton

	  	  	  	
Ellenton

	  	
Florida

	  	
34222

	  	
4,118

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
581

	  	
Prime Outlets at Gaffney

	  	  	  	
Gaffney

	  	
South Carolina

	  	
29341

	  	
3,514

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
582

	  	
Tanger Outlet Center in Foley

	  	
see letter 12/22/03 for l

	  	
Foley

	  	
Alabama

	  	
36535

	  	
5,240

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
583

	  	
Gettysburg Outlet

	  	  	  	
Gettysburg

	  	
Pennsylvania

	  	
17325

	  	
3,600

	  	
Delancey Realty Services

	  	
718 Arch Street

	  	
Suite 400

	  	
Philadelphia

	  	
PA

	  	
19106


	
584

	  	
Woodland Hills Mall

	  	  	  	
Tulsa

	  	
Oklahoma

	  	
74133

	  	
3,531

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
585

	  	
Valley River Mall

	  	  	  	
Eugene

	  	
Oregon

	  	
97401

	  	
3,500

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
586

	  	
Dakota Square

	  	
Paying 7% of sales until $

	  	
Minot

	  	
North Dakota

	  	
58701

	  	
3,393

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
587

	  	
South Plains Mall

	  	  	  	
Lubbock

	  	
Texas

	  	
79414

	  	
3,590

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
588

	  	
Rivercenter Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78205

	  	
3,558

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
589

	  	
Lakeline Mall

	  	  	  	
Cedar Park

	  	
Texas

	  	
78613

	  	
2,986

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
590

	  	
Tuttle Crossing

	  	  	  	
Dublin

	  	
Ohio

	  	
43016

	  	
3,013

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
591

	  	
Lakeforest Mall

	  	  	  	
Gaithersburg

	  	
Maryland

	  	
20877

	  	
3,162

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
592

	  	
Clackamas Town Center

	  	  	  	
Portland

	  	
Oregon

	  	
97086

	  	
3,390

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
593

	  	
Fort Henry Mall

	  	  	  	
Kingsport

	  	
Tennessee

	  	
37664

	  	
2,880

	  	
Boardwalk Management Company, Inc.

	  	
31640 US Highway 19 N

	  	
Suite 1

	  	
Palm Harbor

	  	
FL

	  	
34684


	
594

	  	
Regency Square Mall

	  	  	  	
Florence

	  	
Alabama

	  	
35630

	  	
3,500

	  	
Hull Storey Retail Group

	  	
3632 Wheeler Road

	  	  	  	
Augusta

	  	
GA

	  	
30909


	
595

	  	
Eastridge Mall

	  	  	  	
Gastonia

	  	
North Carolina

	  	
28054

	  	
2,870

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
596

	  	
Acadiana Mall

	  	  	  	
Lafayette

	  	
Louisiana

	  	
70503

	  	
2,984

	  	
Lafayette Associates

	  	
2690 Crooks Rd

	  	
Suite 400

	  	
Troy

	  	
Ml

	  	
48084


	
597

	  	
Spotsylvania Mall

	  	
For calculation purposes

	  	
Fredericksburg

	  	
Virginia

	  	
22407

	  	
3,563

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
596

	  	
Rushmore Mall

	  	  	  	
Rapid City

	  	
South Dakota

	  	
57701

	  	
3,393

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
599

	  	
Tanger Branson

	  	  	  	
Branson

	  	
Missouri

	  	
65616

	  	
3,345

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
600

	  	
Castle Rock Outlets

	  	  	  	
Castle Rock

	  	
Colorado

	  	
80106

	  	
4,718

	  	
Craig Realty Group

	  	
1500 Quail Street

	  	
Suite 100

	  	
Newport Beach

	  	
CA

	  	
92660


	
601

	  	
Silver Sand Outlet Center

	  	  	  	
Destin

	  	
Florida

	  	
32550

	  	
3,852

	  	
Howard Group

	  	
185 Grand Blvd

	  	
Suite 100

	  	
Sandestin

	  	
FL

	  	
32550


	
602

	  	
Northpark Mall

	  	  	  	
Ridgeland

	  	
Mississippi

	  	
39157

	  	
3,753

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
603

	  	
Tyrone Square

	  	  	  	
St. Petersburg

	  	
Florida

	  	
33710

	  	
3,500

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
604

	  	
West Acres

	  	  	  	
Fargo

	  	
North Dakota

	  	
58103

	  	
3,318

	  	
West Acres Development

	  	
P.O. Box 9978

	  	  	  	
Fargo

	  	
ND

	  	
58106


	
605

	  	
University Mall

	  	  	  	
Tampa Bay

	  	
Florida

	  	
33612

	  	
4,026

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
606

	  	
Oakridge Mall

	  	  	  	
San Jose

	  	
California

	  	
95123

	  	
3,065

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
607

	  	
Desert Ridge Mall

	  	  	  	
Phoenix

	  	
Arizona

	  	
85050

	  	
3,550

	  	
Vestar Development

	  	
2425 E Camelback Road

	  	
Siute 750

	  	
Phoenix

	  	
AZ

	  	
85016


	
608

	  	
Florida Mall

	  	  	  	
Orlando

	  	
Florida

	  	
32809

	  	
3,077

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
609

	  	
The Maine Mall Outlets

	  	  	  	
Kittery

	  	
Maine

	  	
3904

	  	
3,203

	  	
Ram Management Company

	  	
200 US RT 1

	  	
Suite 200

	  	
Scarborough

	  	
ME

	  	
4074


	
611

	  	
Coastal Grand Mall

	  	  	  	
Myrtle Beach

	  	
South Carolina

	  	
29577

	  	
3,360

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
612

	  	
Superstition Springs Mall

	  	  	  	
Mesa

	  	
Arizona

	  	
85206

	  	
3,310

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
613

	  	
Tanger Williamsburg (IA)

	  	  	  	
Williamsburg

	  	
Iowa

	  	
52361

	  	
5,000

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
614

	  	
Wheaton Mall

	  	  	  	
Silver Spring

	  	
Maryland

	  	
20902

	  	
3,650

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
615

	  	
St. Augustine Outlets

	  	  	  	
St. Augustine

	  	
Florida

	  	
32092

	  	
3,900

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
616

	  	
Johnson Creek

	  	  	  	
Johnson Creek

	  	
Wisconsin

	  	
53038

	  	
4,000

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
617

	  	
Plaza Camino Real

	  	  	  	
Carlsbad

	  	
California

	  	
92008

	  	
3,860

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
618

	  	
Berkeley Mall

	  	  	  	
Goldsboro

	  	
North Carolina

	  	
27534

	  	
3,782

	  	
Faison

	  	
720 S. Lafayette Street

	  	  	  	
Shelby

	  	
NC

	  	
28150


	
619

	  	
Center at Salisbury

	  	  	  	
Salisbury

	  	
Maryland

	  	
21801

	  	
3,100

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
620

	  	
Barton Creek Mall

	  	  	  	
Austin

	  	
Texas

	  	
78746

	  	
3,615

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
621

	  	
Brandon Town Center

	  	  	  	
Brandon

	  	
Florida

	  	
3351

	  	
3,081

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
622

	  	
North County Fair Mall

	  	  	  	
Escondido

	  	
California

	  	
92025

	  	
4,117

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
623

	  	
Jacksonville Mall

	  	  	  	
Jacksonville

	  	
North Carolina

	  	
28546

	  	
3,015

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
624

	  	
Katy Mills

	  	  	  	
Katy

	  	
Texas

	  	
77494

	  	
3,213

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
625

	  	
Citrus Park Mall

	  	  	  	
Tampa

	  	
Florida

	  	
33625

	  	
3,783

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
626

	  	
Westgate Mall

	  	  	  	
Amarillo

	  	
Texas

	  	
79121-0140

	  	
3,500

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
627

	  	
Mission Valley Mall

	  	  	  	
San Diego

	  	
California

	  	
92108

	  	
3,146

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
628

	  	
Towson Town Center

	  	  	  	
Towson

	  	
Maryland

	  	
21204

	  	
3,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
629

	  	
Parkway Plaza

	  	  	  	
El Cajon

	  	
California

	  	
92020

	  	
3,981

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025







 


 


 




  





  











  






 


 



	
630

	  	
Cortana Mall

	  	  	  	
Baton Rouge

	  	
Louisiana

	  	
70815

	  	
3,500

	  	
Mall Prop

	  	
654 Madison Avenue

	  	  	  	
New York

	  	
NY

	  	
10021


	
631

	  	
Southland Mall

	  	  	  	
Houma

	  	
Louisiana

	  	
70364

	  	
3,510

	  	
Sizeler Properties

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
632

	  	
Belmar Mall

	  	  	  	
Lakewood

	  	
Colorado

	  	
80226

	  	
3,538

	  	
Continuum Property Management Co.

	  	
405 S. Teller St

	  	  	  	
Denver

	  	
CO

	  	
80226


	
633

	  	
Chandler Fashion Center

	  	  	  	
Chandler

	  	
Arizona

	  	
85226

	  	
3,072

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
634

	  	
Panama City

	  	  	  	
Panama City

	  	
Florida

	  	
32405

	  	
2,804

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
635

	  	
Mall St Vincent

	  	  	  	
Shreveport

	  	
Louisiana

	  	
71104

	  	
3,214

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
636

	  	
St Louis Mills

	  	  	  	
Hazelwood

	  	
Missouri

	  	
63042

	  	
3,692

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
637

	  	
Chico Mall

	  	  	  	
Chico

	  	
California

	  	
95928

	  	
3,130

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
638

	  	
Battlefield Mall

	  	  	  	
Springfield

	  	
Missouri

	  	
65804

	  	
4,568

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
639

	  	
Clifton Park Mall

	  	  	  	
Clifton Park

	  	
New York

	  	
12065

	  	
3,400

	  	
The Mills Corp

	  	
900 N Michigan Avenue

	  	
Suite 1300

	  	
Chicago

	  	
IL

	  	
60611


	
640

	  	
Cumberland Mall

	  	  	  	
Vineland

	  	
New Jersey

	  	
8360

	  	
2,994

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
641

	  	
Chapel Hills Mall (CO)

	  	  	  	
Colorado Springs

	  	
Colorado

	  	
80920

	  	
3,547

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
642

	  	
Paddock Mall

	  	  	  	
Ocala

	  	
Florida

	  	
34474

	  	
3,575

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
643

	  	
Richmond Square

	  	  	  	
Richmond

	  	
Indiana

	  	
47374

	  	
4,332

	  	
Landau & Heyman

	  	
249 W 17th Street

	  	  	  	
New York

	  	
NY

	  	
10011


	
644

	  	
East Towne Mall

	  	  	  	
Madison

	  	
Wisconsin

	  	
53704

	  	
3,800

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
645

	  	
Indiana Mall

	  	  	  	
Indiana

	  	
Pennsylvania

	  	
15701

	  	
3,341

	  	
Zamias

	  	
300 Market Street

	  	  	  	
Johnstown

	  	
PA

	  	
15901


	
646

	  	
Markland Mall

	  	  	  	
Kokomo

	  	
Indiana

	  	
46902

	  	
3,480

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
647

	  	
Colorado Mills

	  	  	  	
Lakewood

	  	
Colorado

	  	
80401

	  	
3,467

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
648

	  	
Salem Center

	  	  	  	
Salem

	  	
Oregon

	  	
97301

	  	
3,537

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
649

	  	
Jordan Creek Mall

	  	  	  	
Des Moines

	  	
Iowa

	  	
50266

	  	
3,149

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
650

	  	
Sooner Mall

	  	  	  	
Norman

	  	
Oklahoma

	  	
73072

	  	
3,485

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
651

	  	
Albertville Outlets

	  	  	  	
Albertville

	  	
Minnesota

	  	
55301

	  	
4,500

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
652

	  	
Arrowhead Town Center

	  	  	  	
Glendale

	  	
Arizona

	  	
85038

	  	
3,013

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
653

	  	
Lighthouse Outlets

	  	  	  	
Michigan City

	  	
Indiana

	  	
46360

	  	
4,879

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
654

	  	
Plaza Bonita

	  	  	  	
National City

	  	
California

	  	
91950

	  	
4,064

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
655

	  	
Colonial Mall Decatur

	  	  	  	
Decatur

	  	
Alabama

	  	
35601

	  	
3,235

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
656

	  	
Brookwood Village

	  	  	  	
Birmingham

	  	
Alabama

	  	
35209

	  	
3,610

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
657

	  	
Baybrook Mall

	  	  	  	
Friendswood

	  	
Texas

	  	
77546

	  	
3,482

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
658

	  	
Regency Square Mall (VA)

	  	  	  	
Richmond

	  	
Virginia

	  	
23229

	  	
3,052

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
659

	  	
Algonquin Commons

	  	  	  	
Algonquin

	  	
Illinois

	  	
60102

	  	
3,600

	  	
Jeffery R. Anderson Realty

	  	
3805 Edwards Road

	  	
Suite 700

	  	
Cincinnati

	  	
OH

	  	
45209


	
660

	  	
Spokane Valley Mall

	  	  	  	
Spokane

	  	
Washington

	  	
99216

	  	
3,891

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
661

	  	
Golden Triangle Mall

	  	  	  	
Denton

	  	
Texas

	  	
76205

	  	
3,554

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
662

	  	
Central Mall (TX)

	  	  	  	
Texarkana

	  	
Texas

	  	
75503

	  	
3,199

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
663

	  	
Prime Outlet Williamsburg

	  	  	  	
Williamsburg

	  	
Virginia

	  	
23188

	  	
4,118

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
664

	  	
Adrian Mall

	  	  	  	
Adrian

	  	
Michigan

	  	
49221

	  	
3,434

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
665

	  	
Mall at Wellington Green

	  	  	  	
Wellington

	  	
Florida

	  	
33414

	  	
2,866

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
667

	  	
Victor Valley Mall

	  	  	  	
Victorville

	  	
California

	  	
92393

	  	
3,165

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
668

	  	
Cincinnati Mills

	  	  	  	
Cincinnati

	  	
Ohio

	  	
45240

	  	
3,426

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
669

	  	
Shoppes at Grand Prairie

	  	  	  	
Peoria

	  	
Illinois

	  	
61615

	  	
3,574

	  	
Culian Properties

	  	
211 Fulton Street

	  	
Suite 700

	  	
Pearia

	  	
IL

	  	
61602


	
670

	  	
Clay Terrace Mall

	  	  	  	
Carmel

	  	
Indiana

	  	
21740

	  	
2,832

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
671

	  	
Old Hickory Mall

	  	  	  	
Jackson

	  	
Tennessee

	  	
38305

	  	
3,928

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
672

	  	
Zona Rosa Mall

	  	  	  	
Kansas City

	  	
Missouri

	  	
64153

	  	
3,595

	  	
Steiner and Associates, Inc.

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
673

	  	
Valley Plaza Mall

	  	  	  	
Bakersfield

	  	
California

	  	
93304

	  	
3,570

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
674

	  	
Chautauqua Mall

	  	  	  	
Lakewood

	  	
New York

	  	
14750

	  	
3,478

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
675

	  	
Ingram Park Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78238

	  	
3,480

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
676

	  	
Richland Mall

	  	  	  	
Waco

	  	
Texas

	  	
76710

	  	
3,500

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
677

	  	
Broadway Mall

	  	  	  	
Hicksville

	  	
New York

	  	
11801

	  	
4,014

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
678

	  	
Northgate Mall (WA)

	  	  	  	
Seattle

	  	
Washington

	  	
98125

	  	
3,621

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
679

	  	
Melbourne Square Mall

	  	  	  	
Melbourne

	  	
Florida

	  	
32904

	  	
3,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
680

	  	
Greenbrier Mall

	  	  	  	
Chesapeake

	  	
Virginia

	  	
23320

	  	
3,502

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
681

	  	
Galleria at Dallas

	  	  	  	
Dallas

	  	
Texas

	  	
75240

	  	
3,200

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
682

	  	
Treasure Coast Mall

	  	  	  	
Jensen Beach

	  	
Florida

	  	
34957

	  	
2,663

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
683

	  	
Tanger Howell

	  	  	  	
Howell

	  	
Michigan

	  	
48855

	  	
4,500

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
684

	  	
Coastland Mall

	  	  	  	
Naples

	  	
Florida

	  	
34102

	  	
3,644

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
685

	  	
Edgewater Mall

	  	  	  	
Biloxi

	  	
Mississippi

	  	
39531

	  	
4,235

	  	
Jim Wilson

	  	
3500 Piedmont Road NE

	  	
Suite 600

	  	
Atlanta

	  	
GA

	  	
30305


	
686

	  	
Broadway Square

	  	  	  	
Tyler

	  	
Texas

	  	
75703

	  	
3,630

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
687

	  	
Osage Beach Outlets

	  	  	  	
Osage Beach

	  	
Missouri

	  	
65065

	  	
4,518

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
688

	  	
Imperial Valley Mall

	  	  	  	
El Centra

	  	
California

	  	
92243

	  	
3,958

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
689

	  	
Mall at Barnes Crossing

	  	  	  	
Tupelo

	  	
Mississippi

	  	
38804

	  	
3,575

	  	
David Hocker

	  	
1901 Frederica Street

	  	  	  	
Owensboro

	  	
KY

	  	
42301


	
690

	  	
Valley Mall (MD)

	  	  	  	
Hagerstown

	  	
Maryland

	  	
21740

	  	
3,025

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
691

	  	
Orange Park Mall

	  	  	  	
Orange Park

	  	
Florida

	  	
32073

	  	
3,127

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
692

	  	
Sunland Park Mall

	  	  	  	
El Paso

	  	
Texas

	  	
79912

	  	
3,407

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
693

	  	
Northwest Arkansas Mall

	  	  	  	
Fayetteville

	  	
Arkansas

	  	
72703

	  	
3,536

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
694

	  	
Flatiron Crossing

	  	
Suite 5555

	  	
Broomfield

	  	
Colorado

	  	
80021

	  	
3,600

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
695

	  	
Parkdale Mall

	  	  	  	
Beaumont

	  	
Texas

	  	
77706

	  	
3,004

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
696

	  	
Charlottesville Mall

	  	  	  	
Charlottesville

	  	
Virginia

	  	
22901

	  	
2,816

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
697

	  	
Houston Galleria

	  	  	  	
Houston

	  	
Texas

	  	
77056

	  	
3,297

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
698

	  	
The Avenues

	  	  	  	
Jacksonville

	  	
Florida

	  	
32256

	  	
3,842

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
699

	  	
Sawgrass Mills Mall

	  	  	  	
Sunrise

	  	
Florida

	  	
33323

	  	
3,326

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
700

	  	
Oak View Mall

	  	  	  	
Omaha

	  	
Nebraska

	  	
68144

	  	
3,344

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
701

	  	
First Colony

	  	  	  	
Sugarland

	  	
Texas

	  	
77479

	  	
3,762

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
702

	  	
Lufkin Mall

	  	  	  	
Lufkin

	  	
Texas

	  	
75901

	  	
3,156

	  	
The Mills Corp

	  	
900 N Michigan Avenue

	  	
Suite 1300

	  	
Chicago

	  	
IL

	  	
60611


	
703

	  	
Southdale Center

	  	  	  	
Edina

	  	
Minnesota

	  	
55435

	  	
3,897

	  	
The Mills Corp

	  	
10 Southdale Center

	  	  	  	
Edina

	  	
MN

	  	
55435


	
704

	  	
Hampshire Mall

	  	  	  	
Hadley

	  	
Massachusetts

	  	
1035

	  	
3,250

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
705

	  	
Coronado Mall

	  	  	  	
Alburquerque

	  	
New Mexico

	  	
87110

	  	
3,454

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
706

	  	
Capital Mall

	  	  	  	
Olympia

	  	
Washington

	  	
98502

	  	
3,240

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
707

	  	
College Square Mall

	  	  	  	
Morristown

	  	
Tennessee

	  	
37813

	  	
4,027

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
708

	  	
Boynton Beach

	  	  	  	
Boynton Beach

	  	
Florida

	  	
33426

	  	
3,314

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
710

	  	
Aviation Mall

	  	  	  	
Queensbury

	  	
New York

	  	
12804

	  	
3,400

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
711

	  	
Paradise Valley Mall

	  	  	  	
Phoenix

	  	
Arizona

	  	
85032

	  	
3,500

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401







 


 


 




  





  











  






 


 


 



	
712

	  	
Clinton Crossings Outlet

	  	  	  	
Clinton

	  	
Connecticut

	  	
6413

	  	
4,052

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
713

	  	
Edinburgh Outlets

	  	  	  	
Edinburgh

	  	
Indiana

	  	
46124

	  	
6,074

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
714

	  	
Saint Louis Galleria

	  	  	  	
St. Loius

	  	
Missouri

	  	
63117

	  	
3,663

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
715

	  	
Valencia Town Center

	  	  	  	
Valencia

	  	
California

	  	
91355

	  	
3,289

	  	
The Mills Corp

	  	
24201 W Valencia Blvd

	  	
Suite 150

	  	
Valencia

	  	
CA

	  	
91355


	
716

	  	
Frenchtown Square

	  	  	  	
Monroe

	  	
Michigan

	  	
48162

	  	
2,976

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
717

	  	
Ontario Mills

	  	  	  	
Ontario

	  	
California

	  	
91764

	  	
3,769

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
718

	  	
Montgomery Mall (MD)

	  	  	  	
Bethesda

	  	
Maryland

	  	
20817

	  	
3,500

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
719

	  	
Chicago Outlets

	  	  	  	
Aurora

	  	
Illinois

	  	
60504

	  	
4,459

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
720

	  	
Wrentham Outlets

	  	  	  	
Wrentham

	  	
Massachusetts

	  	
2093

	  	
3,531

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
721

	  	
Desoto Square

	  	  	  	
Bradenton

	  	
Florida

	  	
34205

	  	
3,130

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
722

	  	
The Crossings Outlets

	  	  	  	
Tannersville

	  	
Pennsylvania

	  	
18372

	  	
3,000

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
723

	  	
Petaluma Outlets

	  	  	  	
Petaluma

	  	
California

	  	
94952

	  	
4,453

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
724

	  	
Alexandria Mall

	  	  	  	
Alexandria

	  	
Louisiana

	  	
71301

	  	
3,740

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
725

	  	
Burlington Square Mall

	  	  	  	
Burlington

	  	
North Carolina

	  	
27215

	  	
3,000

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
726

	  	
Aurora Outlets

	  	  	  	
Aurora

	  	
Ohio

	  	
44202

	  	
4,043

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
727

	  	
The Woodlands Mall

	  	  	  	
The Woodlands

	  	
Texas

	  	
77380

	  	
3,510

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
728

	  	
LaPlaza Mall

	  	  	  	
McAllen

	  	
Texas

	  	
78503

	  	
3,625

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
729

	  	
Fair Oaks Mall

	  	  	  	
Fairfax

	  	
Virginia

	  	
22033

	  	
3,695

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
730

	  	
Chula Vista Mall

	  	  	  	
Chula Vista

	  	
California

	  	
91910

	  	
3,040

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
731

	  	
Rogue Valley Mall

	  	  	  	
Medford

	  	
Oregon

	  	
97501

	  	
2,895

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
732

	  	
Boise Town Square

	  	  	  	
Boise

	  	
Idaho

	  	
83704

	  	
3,540

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
733

	  	
Lakeside Mall

	  	  	  	
Metairie

	  	
Louisiana

	  	
70002

	  	
3,643

	  	
Lakeside Mall

	  	
3301 Veteran's Memorial Blvd

	  	  	  	
Metairie

	  	
LA

	  	
70002


	
734

	  	
Crabtree Valley Mall

	  	  	  	
Raliegh

	  	
North Carolina

	  	
27612

	  	
3,551

	  	
Plaza Associates

	  	
4325 Glentown Avenue

	  	  	  	
Raleigh

	  	
NC

	  	
27612


	
735

	  	
The Meadows Malt

	  	  	  	
Las Vegas

	  	
Nevada

	  	
89107

	  	
3,690

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
736

	  	
Galleria at Tyler

	  	  	  	
Riverside

	  	
California

	  	
32503

	  	
3,403

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
737

	  	
Sunrise Mall (TX)

	  	  	  	
Brownsville

	  	
Texas

	  	
78256

	  	
3,431

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
738

	  	
Peachtree Mall

	  	  	  	
Columbus

	  	
Georgia

	  	
31909

	  	
3,800

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
739

	  	
Woodbury Commons

	  	  	  	
Central Valley

	  	
New York

	  	
10917

	  	
4,214

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
740

	  	
Atlantic City Outlets

	  	  	  	
Atlantic City

	  	
New Jersey

	  	
8401

	  	
5,100

	  	
Cordish Company

	  	
601 East Pratt St

	  	
6th Floor

	  	
Baltimore

	  	
MD

	  	
21202


	
741

	  	
Las Americas

	  	  	  	
San Ysidro

	  	
California

	  	  	  	
4,500

	  	
JER International

	  	
4211 Camino De La Plaza

	  	
Suite 176

	  	
San Diego

	  	
CA

	  	
92173


	
742

	  	
Woodbury Lakes Mali

	  	  	  	
Woodbury

	  	
Minnesota

	  	
55125

	  	
3,596

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
743

	  	
The Gateway

	  	  	  	
Salt Lake City

	  	
Utah

	  	
84101

	  	
2,704

	  	
Inland Southwest Management LLC

	  	
2901 Butterfield Rd

	  	  	  	
Oak Brook

	  	
IL

	  	
60523


	
744

	  	
University Mall (UT)

	  	  	  	
Orem

	  	
Utah

	  	
84097

	  	
3,942

	  	
Woodbury Corporation

	  	
2733 E Parley Way

	  	
Suite 300

	  	
Salt Lake City

	  	
UT

	  	
84109


	
745

	  	
Provo Town Center

	  	  	  	
Provo

	  	
Utah

	  	
84601

	  	
3,286

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
746

	  	
Palm Desert Mall

	  	  	  	
Palm Desert

	  	
California

	  	
92260

	  	
3,048

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
747

	  	
Camarillo Outlets

	  	  	  	
Camarillo

	  	
California

	  	
93010

	  	
2,925

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
748

	  	
Cielo Vista Mall

	  	  	  	
El Paso

	  	
Texas

	  	
79925

	  	
3,536

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
749

	  	
Northlake Mall

	  	  	  	
Charlotte

	  	
North Carolina

	  	
28216

	  	
3,071

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
750

	  	
Fayette Mall

	  	  	  	
Lexington

	  	
Kentucky

	  	
40503

	  	
3,502

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
751

	  	
Marley Station

	  	  	  	
Glenn Bumie

	  	
Maryland

	  	
21061

	  	
3,500

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
752

	  	
Shops at Saucon Valley

	  	  	  	
Bethlehem

	  	
Pennsylvania

	  	
18034

	  	
3,400

	  	
Saucon Valley Venture LLC

	  	
6410 Popar Avenue

	  	
Suite 850

	  	
Memphis

	  	
TN

	  	
3819


	
753

	  	
Great Mall Milpitas

	  	  	  	
Milpitas

	  	
California

	  	
95035

	  	
3,800

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
754

	  	
Oakland Mall

	  	  	  	
Troy

	  	
Michigan

	  	
48083

	  	
4,000

	  	
Oakland Mall LLC

	  	
39577 Woodward Avenue

	  	
Suite 110

	  	
Bloomfield Hills

	  	
MI

	  	
48304


	
755

	  	
Albany Mall

	  	  	  	
Albany

	  	
Georgia

	  	
31707

	  	
3,676

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
756

	  	
Rock Hill Galleria

	  	  	  	
Rock Hill

	  	
South Carolina

	  	
29730

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
757

	  	
Lindale Mall

	  	  	  	
Cedar Rapids

	  	
Iowa

	  	
52402

	  	
3,668

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
758

	  	
Citadel Mall (SC)

	  	  	  	
Charleston

	  	
South Carolina

	  	
29407

	  	
2,960

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
759

	  	
Westgate Mall (MA)

	  	  	  	
Brockton

	  	
Massachusetts

	  	
2301

	  	
2,964

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
760

	  	
Rimrock Mall

	  	  	  	
Billings

	  	
Montana

	  	
59102

	  	
3,800

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
761

	  	
Eastridge Mall (CA)

	  	  	  	
San Jose

	  	
California

	  	
95122

	  	
3,335

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
762

	  	
Uniontown Mall

	  	  	  	
Uniontown

	  	
Pennsylvania

	  	
15401

	  	
3,513

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
763

	  	
Crossroads Mall (WV)

	  	  	  	
Breckley

	  	
West Virginia

	  	
25800

	  	
3,620

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
764

	  	
Coral Square Mall

	  	  	  	
Coral Springs

	  	
Florida

	  	
33071

	  	
3,880

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
765

	  	
Turtle Creek Mall

	  	  	  	
Hattiesburg

	  	
Mississippi

	  	
39402

	  	
3,430

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
766

	  	
MacArthur Center

	  	  	  	
Norfolk

	  	
Virginia

	  	
23510

	  	
3,554

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
767

	  	
Forest Mall

	  	  	  	
Fond Du Lac

	  	
Wisconsin

	  	
54935

	  	
3,533

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
768

	  	
Tacoma Mall

	  	  	  	
Tacoma

	  	
Washington

	  	
98409

	  	
3,587

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
769

	  	
Fingerlakes Mall

	  	  	  	
Auburn

	  	
New York

	  	
13022

	  	
3,591

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
770

	  	
Firewheel Town Center

	  	  	  	
Garland

	  	
Texas

	  	
75040

	  	
3,654

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
771

	  	
Newgate Mall

	  	  	  	
Ogden

	  	
Utah

	  	
84405

	  	
3,456

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
772

	  	
Legends at Village West

	  	  	  	
Kansas City

	  	
Kansas

	  	
66109

	  	
3,384

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
773

	  	
Shoppes at La Cantera

	  	  	  	
San Antonio

	  	
Texas

	  	
78256

	  	
3,246

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
774

	  	
Highland Mall

	  	  	  	
Austin

	  	
Texas

	  	
78752

	  	
3,742

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
775

	  	
Indian River Mall

	  	  	  	
Vero Beach

	  	
Florida

	  	
32966

	  	
2,912

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
776

	  	
Northshore Square Mall

	  	  	  	
Slidell

	  	
Louisiana

	  	
70460

	  	
3,398

	  	
Sizeler Properties

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
777

	  	
Northridge Mall

	  	  	  	
Northridge

	  	
California

	  	
91324

	  	
3,758

	  	
Genera! Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
778

	  	
Montclair Plaza

	  	  	  	
Montclair

	  	
California

	  	
91763

	  	
3,501

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
779

	  	
Piedmont Mall

	  	  	  	
Danville

	  	
Virginia

	  	
24540

	  	
3,500

	  	
Genera! Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
780

	  	
Santa Rosa Mall

	  	  	  	
Santa Rosa

	  	
California

	  	
95401

	  	
3,201

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
781

	  	
Irvine Spectrum Center

	  	  	  	
Irvine

	  	
California

	  	
92618

	  	
3,430

	  	
Irvine Company

	  	
100 Innovation Dr

	  	  	  	
Irvine

	  	
CA

	  	
92617


	
782

	  	
Layton Hills Mall

	  	  	  	
Layton

	  	
Utah

	  	
84041

	  	
3,281

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
783

	  	
Aurora Mall

	  	  	  	
Aurora

	  	
Colorado

	  	
80012

	  	
3,700

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
784

	  	
Southaven Towne Center

	  	  	  	
Southaven

	  	
Mississippi

	  	
38671

	  	
3,090

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
785

	  	
Eastern Shores

	  	  	  	
Spanish Fort

	  	
Alabama

	  	
36527

	  	
3,500

	  	
MG Herring Group

	  	
5710 LBJ Freeway

	  	
Suite 450

	  	
Dallas

	  	
TX

	  	
75240


	
786

	  	
Mt. Berry Square

	  	  	  	
Rome

	  	
Georgia

	  	
30165

	  	
3,205

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
787

	  	
Dolphin Mall

	  	  	  	
Miami

	  	
Florida

	  	
33172

	  	
4,689

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
788

	  	
Santa Anita Mall

	  	  	  	
Arcadia

	  	
California

	  	
91007

	  	
3,335

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
789

	  	
Fresno Fashion Fair

	  	  	  	
Fresno

	  	
California

	  	
93710

	  	
3,794

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
790

	  	
Settlers Green

	  	  	  	
North Conway

	  	
New Hampshire

	  	
3860

	  	
4,171

	  	
OVP Management

	  	
13 Settlers Green

	  	  	  	
North Conway

	  	
NH

	  	
3860


	
791

	  	
Northridge Mall (CA)

	  	  	  	
Salinas

	  	
California

	  	
93906

	  	
3,840

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401












 


 




  





  











  






 


 








	
792

	  	
Newpark Mall

	  	  	  	
Newark

	  	
California

	  	
94560

	  	
3,012

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
793

	  	
Las Vegas Fashion Outlets

	  	  	  	
Primm

	  	
Nevada

	  	
89019

	  	
4,200

	  	
Talisman Company

	  	
5420 Kietzke Lane

	  	
Suite 108

	  	
Reno

	  	
NV

	  	
89511


	
794

	  	
Seattle Premium Outlets

	  	  	  	
Tulalip

	  	
Washington

	  	
98271

	  	
2,935

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
795

	  	
Solano Mall

	  	  	  	
Fairfield

	  	
California

	  	
94533

	  	
3,089

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
796

	  	
Weberstown Mall

	  	  	  	
Stockton

	  	
California

	  	
95207

	  	
3,790

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
797

	  	
Walnut Square Mall

	  	  	  	
Dalton

	  	
Georgia

	  	
30721

	  	
2,901

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
798

	  	
Longview Mall

	  	  	  	
Longview

	  	
Texas

	  	
75604

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
799

	  	
Foothills Mall (TN)

	  	  	  	
Maryville

	  	
Tennessee

	  	
37801

	  	
3,600

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
800

	  	
North Georgia Outlets

	  	  	  	
Dawsonville

	  	
Georgia

	  	
30534

	  	
4,014

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
801

	  	
Central Mall (OK)

	  	  	  	
Lawton

	  	
Oklahoma

	  	
73501

	  	
3,174

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
802

	  	
Pittsburgh Mills

	  	  	  	
Tarentum

	  	
Pennsylvania

	  	
15084

	  	
3,321

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
803

	  	
Prien Lake Mall

	  	  	  	
Lake Charles

	  	
Louisiana

	  	
70601

	  	
3,760

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
804

	  	
Metropolis Mall

	  	  	  	
Plainfield

	  	
Indiana

	  	
46168

	  	
3,300

	  	
North Shore Properties

	  	
5252 E 82nd Street

	  	
Suite 300

	  	
Indianapolis

	  	
IN

	  	
46250


	
805

	  	
Volusia Mall

	  	  	  	
Daytona Beach

	  	
Florida

	  	
32114

	  	
2,945

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
806

	  	
Mainplace Mall

	  	  	  	
Santa Ana

	  	
California

	  	
92705

	  	
3,100

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
807

	  	
Rolling Oaks Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78247

	  	
2,979

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
809

	  	
Bradley Square

	  	  	  	
Cleveland

	  	
Tennessee

	  	
37312

	  	
3,482

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
810

	  	
Gumee Mills Mall

	  	  	  	
Gumee

	  	
Illinois

	  	
60031

	  	
3,500

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
811

	  	
Tucson Mall

	  	  	  	
Tucson

	  	
Arizona

	  	
85705

	  	
3,198

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
812

	  	
Lakewood Center

	  	  	  	
Lakewood

	  	
California

	  	
90712

	  	
3,500

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
813

	  	
South Towne Center

	  	  	  	
Salt Lake City

	  	
Utah

	  	
84070

	  	
3,000

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
814

	  	
Streets at Southpoint

	  	  	  	
Durham

	  	
North Carolina

	  	
27713

	  	
3,845

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
815

	  	
Aubum Mall (MA)

	  	  	  	
Aubum

	  	
Massachusetts

	  	
1501

	  	
3,510

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
816

	  	
Tanger Park City Outlets

	  	  	  	
Park City

	  	
Utah

	  	
84098

	  	
4,500

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
817

	  	
Horizon Outlet Center

	  	  	  	
Tulare

	  	
California

	  	
93274

	  	
4,000

	  	
Horizon Group Properties Inc

	  	
6250 N. River Rd

	  	
Suite 10400

	  	
Rosemont

	  	
IL

	  	
60018


	
818

	  	
Glendale Galleria

	  	  	  	
Glendale

	  	
California

	  	
91210

	  	
2,864

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
819

	  	
Port Charlotte Town Center

	  	  	  	
Port Charlotte

	  	
Florida

	  	
33948

	  	
3,457

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
820

	  	
Hot Springs Mall

	  	  	  	
Hot Springs

	  	
Arkansas

	  	
71913

	  	
3,849

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
821

	  	
Summit Sierra

	  	  	  	
Reno

	  	
Nevada

	  	
89511

	  	
3,502

	  	
Bayer Properties Inc.

	  	
2222 Arlington Ave.

	  	  	  	
Birmingham

	  	
AL

	  	
35205


	
822

	  	
Regency Square (FL)

	  	  	  	
Jacksonville

	  	
Florida

	  	
32225

	  	
2,863

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
823

	  	
Stonebriar Mall

	  	  	  	
Frisco

	  	
Texas

	  	
75034

	  	
3,242

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
824

	  	
Tanger Locust Grove

	  	  	  	
Locust Grove

	  	
Georgia

	  	
30248

	  	
5,300

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
825

	  	
Northpark Mall

	  	  	  	
Dallas

	  	
Texas

	  	
75225

	  	
3,520

	  	
Nasher

	  	
8080 N Central Expressway

	  	
Suite 100

	  	
Dallas

	  	
TX

	  	
75206


	
826

	  	
Horton Plaza

	  	  	  	
San Diego Bossier

	  	
California

	  	
92101

	  	
3,500

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
827

	  	
Pierre Bossier

	  	  	  	
Bossier

	  	
Louisiana

	  	
71111

	  	
3,412

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
828

	  	
Mall at Turtle Creek

	  	
Suite 200

	  	
Jonesboro

	  	
Arkansas

	  	
72401

	  	
3,500

	  	
David Hocker

	  	
1901 Frederica Street

	  	  	  	
Owensboro

	  	
KY

	  	
42301


	
829

	  	
Tanger Lincoln City

	  	  	  	
Lincoln City

	  	
Nebraska

	  	
97367

	  	
4,297

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
830

	  	
Branson Landing

	  	  	  	
Branson

	  	
Missouri

	  	
65616

	  	
3,054

	  	
The Mills Corp

	  	
3027 W Highway 76

	  	
Suite B

	  	
Branson

	  	
MO

	  	
65616


	
831

	  	
Briarwood Mall

	  	  	  	
Ann Arbor

	  	
Michigan

	  	
48180

	  	
4,344

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
832

	  	
Shops at Sunset

	  	  	  	
Miami

	  	
Florida

	  	
33143

	  	
3,116

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
833

	  	
Columbiana Centre

	  	  	  	
Columbia

	  	
South Carolina

	  	
29212

	  	
3,925

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
834

	  	
Westminster Mall

	  	  	  	
Westminster

	  	
California

	  	
92683

	  	
3,850

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
835

	  	
West Oaks Mall (FL)

	  	  	  	
Orlando

	  	
Florida

	  	
34761

	  	
3,504

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
836

	  	
Victoria Mall (TX)

	  	  	  	
Victoria

	  	
Texas

	  	
77904

	  	
3,500

	  	
Hull Storey Retail Group

	  	
3632 Wheeler Road

	  	  	  	
Augusta

	  	
GA

	  	
30909


	
837

	  	
Merced Mall

	  	  	  	
Merced

	  	
California

	  	
95348

	  	
3,446

	  	
Codding Enterprises

	  	
1400 Valley House Dr.

	  	
Suite 100

	  	
Rohnert Park

	  	
CA

	  	
94928


	
838

	  	
Woodburn Company Store

	  	  	  	
Woodburn

	  	
Oregon

	  	
97071

	  	
4,668

	  	
Craig Realty Group

	  	
1500 Quail Street

	  	
Suite 100

	  	
Newport Beach

	  	
CA

	  	
92660


	
839

	  	
Bonita Lakes

	  	  	  	
Meridian

	  	
Mississippi

	  	
39301

	  	
2,977

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
840

	  	
Carriage Crossing

	  	  	  	
Memphis

	  	
Tennessee

	  	
38017

	  	
3,499

	  	
Wilson

	  	
2500 Windy Ridge Parkway

	  	
Suite 160

	  	
Atlanta

	  	
GA

	  	
30339


	
841

	  	
Killeen Mall

	  	  	  	
Killeen

	  	
Texas

	  	
76543

	  	
3,089

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
842

	  	
Town East (TX)

	  	  	  	
Mesquite

	  	
Texas

	  	
75150

	  	
2,963

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
843

	  	
Willowbend Mall

	  	  	  	
Piano

	  	
Texas

	  	
75093

	  	
3,416

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
844

	  	
Glynn Place

	  	  	  	
Brunswick

	  	
Georgia

	  	
31525

	  	
3,120

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
845

	  	
Oakbrook Center

	  	  	  	
Oakbrook

	  	
Illinois

	  	
60523

	  	
2,997

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
846

	  	
Visalia Mall

	  	  	  	
Visalia

	  	
California

	  	
93277

	  	
4,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
847

	  	
Tanger Gonzales Outlets

	  	  	  	
Gonzales

	  	
Louisiana

	  	
70737

	  	
4,000

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
848

	  	
Rosedale Center

	  	  	  	
Roseville

	  	
Minnesota

	  	
55113

	  	
3,390

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
849

	  	
Magic Valley Mall

	  	  	  	
Twin Falls

	  	
Idaho

	  	  	  	
3,353

	  	
Woodbury Corporation

	  	
2733 E Parley Way

	  	
Suite 300

	  	
Salt Lake City

	  	
UT

	  	
84109


	
850

	  	
Galleria at Sunset

	  	  	  	
Henderson

	  	
Nevada

	  	
89014

	  	
3,802

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
851

	  	
Fair Oaks Mall

	  	  	  	
Columbus

	  	
Indiana

	  	
47201

	  	
2,854

	  	
Veritas Realty

	  	
930 E 66th Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46220


	
852

	  	
Grand Teton Mail

	  	  	  	
Idaho Falls

	  	
Idaho

	  	
83404

	  	
3,600

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
853

	  	
Mesilla Valley Mail

	  	  	  	
Las Cruces

	  	
New Mexico

	  	
1502

	  	
3,968

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
854

	  	
Irving Mall (TX)

	  	  	  	
Irving

	  	
Texas

	  	
75062

	  	
3,974

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
855

	  	
Capitola Mall

	  	  	  	
Capitola

	  	
California

	  	
95010

	  	
3,431

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
856

	  	
Jordan Landing

	  	  	  	
West Jordan

	  	
Utah

	  	
84084

	  	
3,798

	  	
Foursquare Properties

	  	
5850 Avenida Encinas

	  	
Suite A

	  	
Carlsnad

	  	
CA

	  	
92008


	
B57

	  	
Red Cliffs Mall

	  	  	  	
St. George

	  	
Utah

	  	
84790

	  	
3,331

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
858

	  	
Bayshore Town Center

	  	  	  	
Milwaukee

	  	
Wisconsin

	  	
53217

	  	
3,502

	  	
Steiner and Associates, Inc.

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
859

	  	
Tanger Commerce II

	  	  	  	
Commerce

	  	
Georgia

	  	
30529

	  	
4,000

	  	
Tanger Properties, LP.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
860

	  	
Fashion Place

	  	  	  	
Murray

	  	
Utah

	  	
84107

	  	
3,671

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
861

	  	
West Oaks (TX)

	  	  	  	
Houston

	  	
Texas

	  	
77082

	  	
3,500

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
862

	  	
Waterford Lakes Town Center

	  	  	  	
Orlando

	  	
Florida

	  	
32828

	  	
3,128

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
863

	  	
Brea Mall

	  	  	  	
Brea

	  	
California

	  	
92821

	  	
3,400

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
864

	  	
Lloyd Center

	  	  	  	
Portland

	  	
Oregon

	  	
97232

	  	
4,060

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
865

	  	
Columbia Center (WA)

	  	  	  	
Kennewick

	  	
Washington

	  	
99336

	  	
3,361

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
866

	  	
Willowbrook Mall (TX)

	  	  	  	
Houston

	  	
Texas

	  	
77070

	  	
3,248

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
867

	  	
Oak Park Mall

	  	  	  	
Overland Park

	  	
Kansas

	  	
66214

	  	
3,355

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
868

	  	
Merritt Square

	  	  	  	
Merritt Island

	  	
Florida

	  	
32952

	  	
3,650

	  	
Thor Merritt Square

	  	
139 Fifth Avenue

	  	  	  	
New York

	  	
NY

	  	
10010


	
869

	  	
Mall at Stonecrest

	  	  	  	
Lithonia

	  	
Georgia

	  	
30038

	  	
3,200

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
870

	  	
Hershey Outlets

	  	  	  	
Hershey

	  	
Pennsylvania

	  	
17033

	  	
4,065

	  	
FSH Associates

	  	
120 N Pointe Blvd

	  	
Suite 301

	  	
Lancaster

	  	
PA

	  	
17601


	
871

	  	
Shoppes at Montage

	  	  	  	
Moosic

	  	
Pennsylvania

	  	
18507

	  	
3,500

	  	
Jeffery R. Anderson Realty

	  	
3805 Edwards Road

	  	
Suite 700

	  	
Cincinnati

	  	
OH

	  	
45209


	
872

	  	
Round Rock Outlets

	  	  	  	
Round Rock

	  	
Texas

	  	
78664

	  	
3,824

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068







 


 


 




  





  











  






 




 



	
873

	  	
Coconut Point

	  	  	  	
Estero

	  	
Florida

	  	
33928

	  	
3,175

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
874

	  	
Gulfview Square

	  	  	  	
Port Richey

	  	
Florida

	  	
34668

	  	
3,650

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
875

	  	
Village at Sandhill

	  	  	  	
Columbia

	  	
South Carolina

	  	
29229

	  	
3,804

	  	
Hill Partners

	  	
10 Flintlake Rd

	  	  	  	
Columbia

	  	
SC

	  	
29223


	
876

	  	
Pinnacle Hills

	  	  	  	
Rogers

	  	
Arkansas

	  	
72758

	  	
3,690

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
877

	  	
Green Oaks Village

	  	  	  	
Brighton

	  	
Michigan

	  	
48116

	  	
3,500

	  	
Lormax

	  	
One Town Square

	  	
Suite 1600

	  	
Southfield

	  	
MI

	  	
75201


	
878

	  	
Shops at Fallen Timbers

	  	
Suite 1599

	  	
Maumee

	  	
Ohio

	  	
43537

	  	
3,545

	  	
General Growth Properties

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
879

	  	
Greene Town Center

	  	  	  	
Beavercreek

	  	
Ohio

	  	
45440

	  	
2,873

	  	
Steiner and Associates, Inc.

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
880

	  	
Topanga Plaza

	  	  	  	
Canoga Park

	  	
California

	  	
91303

	  	
3,907

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
881

	  	
Miromar Outlets

	  	  	  	
Estero

	  	
Florida

	  	
33928

	  	
4,000

	  	
Mirormar

	  	
10801 Corkscrew Rd

	  	
Suite 305

	  	
Estero

	  	
FL

	  	
33928


	
882

	  	
Rio Grande Outlets

	  	  	  	
Mercedes

	  	
Texas

	  	
78570

	  	
4,284

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
883

	  	
Southgate Mall

	  	  	  	
Missoula

	  	
Montana

	  	
59801

	  	
3,057

	  	
Southgate Mall Associates

	  	
3011 American Way

	  	  	  	
Missoula

	  	
MT

	  	
59808


	
884

	  	
International Plaza

	  	  	  	
Tampa

	  	
Florida

	  	
33607

	  	
4,000

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
885

	  	
Lake Buena Vista Outlets

	  	  	  	
Orlando

	  	
Florida

	  	
32821

	  	
4,000

	  	
Lake Buena Vista Joint Venture

	  	
1725 University Drive

	  	
Suite 450

	  	
Coral Springs

	  	
FL

	  	
33071


	
886

	  	
Prime Outlets at Gulfport

	  	  	  	
Gulfport

	  	
Mississippi

	  	
39503

	  	
4,847

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
887

	  	
Hillsboro Outlets

	  	  	  	
Hillsboro

	  	
Texas

	  	
76645

	  	
4,015

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
888

	  	
Mall Del Norte

	  	  	  	
Laredo

	  	
Texas

	  	
78041

	  	
3,800

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
889

	  	
Pinnacle at Tutwiler Farm

	  	  	  	
Birmingham

	  	
Alabama

	  	
35235

	  	
3,480

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
890

	  	
Leesburg Premium Outlets

	  	
Suite 1625

	  	
Leesburg

	  	
Virginia

	  	
20176

	  	
3,467

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
891

	  	
Prime Outlets at Queenstown

	  	  	  	
Queenstown

	  	
Maryland

	  	
21658

	  	
4,000

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
892

	  	
Arden Fair Mall

	  	
Ste 1167

	  	
Sacramento

	  	
California

	  	
95815

	  	
2,867

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
893

	  	
Southlake Town Square

	  	  	  	
Dallas

	  	
Texas

	  	
76092

	  	
3,365

	  	
SLTS Grand Ave, LP

	  	
1256 Main Street

	  	
Suite 240

	  	
Southlake

	  	
TX

	  	
76092


	
894

	  	
Sacramento Gateway

	  	  	  	
Sacramento

	  	
California

	  	
95815

	  	
3,494

	  	
Opus Northwest

	  	
10350 Bren Road West

	  	  	  	
Minnetonka

	  	
MN

	  	
55343


	
895

	  	
Prime Outlets Lebanon

	  	  	  	
Lebanon

	  	
Tennessee

	  	
37090

	  	
3,759

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
896

	  	
Tanger Outlet Myrtle Beach

	  	  	  	
Myrtle Beach

	  	
South Carolina

	  	
29572

	  	
3,490

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
897

	  	
Galleria at Centervllle

	  	  	  	
Centerville

	  	
Georgia

	  	
31028

	  	
3,056

	  	
Zamias

	  	
300 Market Street

	  	  	  	
Johnstown

	  	
PA

	  	
15901


	
898

	  	
Oak Hollow

	  	  	  	
High Point

	  	
North Carolina

	  	
27262

	  	
3,190

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
899

	  	
Aiken Mall

	  	
Suite 335

	  	
Aiken

	  	
South Carolina

	  	
29803

	  	
2,989

	  	
Veritas Realty

	  	
930 E 66th Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46220


	
900

	  	
Town Center at Otay Ranch

	  	  	  	
Chula Vista

	  	
California

	  	
91915

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
901

	  	
Randolph Mall

	  	  	  	
Asheboro

	  	
North Carolina

	  	
27203

	  	
3,653

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
902

	  	
Brazos Mall

	  	  	  	
Lake Jackson

	  	
Texas

	  	
77566

	  	
3,537

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
903

	  	
Manassas Mall

	  	  	  	
Manassas

	  	
Virginia

	  	
20109

	  	
3,400

	  	
Vomado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
904

	  	
Promenade at Bolingbrook

	  	  	  	
Bolingbrook

	  	
Illinois

	  	
60440

	  	
3,600

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
905

	  	
Prime Outlets Oshkosh

	  	  	  	
Oshkosh

	  	
Wisconsin

	  	
54904

	  	
3,500

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
906

	  	
Supermall of the Great Northwest

	  	
Suite 1268

	  	
Auburn

	  	
Washington

	  	
98001

	  	
4,630

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
907

	  	
Tanger Tilton

	  	  	  	
Tilton

	  	
New Hampshire

	  	
3276

	  	
3,500

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
908

	  	
Pembroke Lakes Mall

	  	  	  	
Pembroke Pines

	  	
Florida

	  	
33026

	  	
4,064

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
909

	  	
Puente Hills Mall

	  	  	  	
Industry

	  	
California

	  	
91748

	  	
3,419

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
910

	  	
Cache Valley Mall

	  	  	  	
Logan

	  	
Utah

	  	
84341

	  	
3,253

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
911

	  	
Chesapeake Square Mall

	  	  	  	
Chesapeake

	  	
Virginia

	  	
23321

	  	
3,568

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
912

	  	
Cottonwood Mall

	  	  	  	
Alburquerque

	  	
New Mexico

	  	
87114

	  	
3,025

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
913

	  	
Plaza at West Covina

	  	  	  	
West Covina

	  	
California

	  	
91790

	  	
3,269

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
914

	  	
Shawnee Mall

	  	  	  	
Shawnee

	  	
Oklahoma

	  	
74804

	  	
3,946

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
915

	  	
Antelope Valley Mall

	  	  	  	
Palmdale

	  	
California

	  	
93551

	  	
3,088

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
916

	  	
Cascade Mall

	  	  	  	
Burlington

	  	
Washington

	  	
98233

	  	
3,426

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
917

	  	
Eagle Ridge Mall

	  	  	  	
Lake Wales

	  	
Florida

	  	
33859

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
918

	  	
Westside Pavilion

	  	  	  	
Los Angeles

	  	
California

	  	
90064

	  	
3,858

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
919

	  	
Valley Mall

	  	  	  	
Yakima

	  	
Washington

	  	
98903

	  	
3,646

	  	
Valley Mall LLC

	  	
7455 SW Bridgeport Road

	  	
Suite 205

	  	
Tigard

	  	
OR

	  	
97224


	
920

	  	
Hickory Point Mall

	  	  	  	
Forsyth

	  	
Illinois

	  	
62535

	  	
3,500

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
921

	  	
Prime Outlets Orlando

	  	  	  	
Orlando

	  	
Florida

	  	
32819

	  	
4,500

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
922

	  	
San Tan Village

	  	  	  	
Gilbert

	  	
Arizona

	  	
85296

	  	
3,593

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
924

	  	
Tanger Outlets Lancaster

	  	  	  	
Lancaster

	  	
Pennsylvania

	  	
17602

	  	
3,910

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
925

	  	
Outlet Shopps El Paso

	  	  	  	
El Paso

	  	
Texas

	  	
79932

	  	
4,400

	  	
Horizon Group Properties Inc

	  	
6250 N. River Rd

	  	
Suite 10400

	  	
Rosemont

	  	
IL

	  	
60018


	
926

	  	
Avenue Webb Gin

	  	  	  	
Snellville

	  	
Georgia

	  	
30078

	  	
3,152

	  	
Cousins

	  	
191 Peachtree Street NE

	  	
Suite 3600

	  	
Atlanta

	  	
GA

	  	
30303


	
927

	  	
Town Square Las Vegas

	  	  	  	
Las Vegas

	  	
Nevada

	  	
89119

	  	
3,318

	  	
Tumberry

	  	
P.O. Box 8000

	  	
Dept 976

	  	
Buffalo

	  	
NY

	  	
14267


	
929

	  	
Las Palmas Marketplace

	  	  	  	
El Paso

	  	
Texas

	  	
79936

	  	
3,500

	  	
ADD Holdings

	  	
5823 N. Mesa

	  	
Suite 195

	  	
El Paso

	  	
TX

	  	
79912


	
930

	  	
Mesa Mall

	  	  	  	
Grand Junction

	  	
Colorado

	  	
81505

	  	
3,652

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
931

	  	
Tempe Marketplace

	  	
Suite 350

	  	
Tempe

	  	
Arizona

	  	
85281

	  	
3,516

	  	
Vestar Development

	  	
2425 E Camelback Road

	  	
Siute 750

	  	
Phoenix

	  	
AZ

	  	
85016


	
932

	  	
Pinnacle at Turkey Creek

	  	  	  	
Knoxville

	  	
Tennessee

	  	  	  	
3,267

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
933

	  	
Hamburg Pavilion

	  	  	  	
Lexington

	  	
Kentucky

	  	
40509

	  	
4,000

	  	
Thomas

	  	
45 Ansley Drive

	  	  	  	
Newman

	  	
GA

	  	
30263


	
934

	  	
The Loop

	  	  	  	
Kissimmee

	  	
Florida

	  	
34741

	  	
3,353

	  	
Wilder

	  	
800 Boylston Street

	  	
Suite 1300

	  	
Boston

	  	
MA

	  	
2199


	
935

	  	
Prime Outlets Lee

	  	  	  	
Lee

	  	
Massachusetts

	  	
1238

	  	
4,382

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
936

	  	
Allen Premium Outlets

	  	  	  	
Allen

	  	
Texas

	  	
75013

	  	
4,066

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
937

	  	
The Block at Orange

	  	  	  	
Orange

	  	
California

	  	
92868

	  	
3,400

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
938

	  	
Las Vegas Outlet

	  	  	  	
Las Vegas

	  	
Nevada

	  	
89106

	  	
4,214

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
939

	  	
Five Points Plaza

	  	  	  	
Huntington Beach

	  	
California

	  	
92648

	  	
4,125

	  	
Metrovation

	  	
225 108TH Avenue

	  	
NE Suite 520

	  	
Bellevue

	  	
WA

	  	
98004


	
940

	  	
Town Center Plaza

	  	  	  	
Leawood

	  	
Kansas

	  	
66211

	  	
3,971

	  	
DDR

	  	
5029 West 117th Street

	  	  	  	
Leawood

	  	
KS

	  	
66211


	
941

	  	
Gateway Station

	  	  	  	
Fort Worth

	  	
Texas

	  	
76028

	  	
3,225

	  	
Kimco Realty

	  	
3333 New Hyde Park Rd

	  	
Suite 100

	  	
New Hyde Park

	  	
NY

	  	
11042


	
942

	  	
Pacific View Mall

	  	  	  	
Ventura

	  	
California

	  	
93003

	  	
3,683

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
943

	  	
Country Club Mall

	  	  	  	
Cumberland

	  	
Maryland

	  	
21502

	  	
3,600

	  	
JJ Gumberg

	  	
1051 Brinton Road

	  	  	  	
Pittsburgh

	  	
PA

	  	
15221


	
944

	  	
Midland Park

	  	  	  	
Midland

	  	
Texas

	  	
79705-3256

	  	
5,672

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
945

	  	
Highland Village

	  	  	  	
Highland Village

	  	
Texas

	  	
75077

	  	
3,212

	  	
Shops at Highland Village Developers

	  	
121 West Forsyth

	  	
Suite 200

	  	
Jacksonville

	  	
FL

	  	
32202


	
946

	  	
Burr Ridge Town Center

	  	  	  	
Burr Ridge

	  	
Illinois

	  	
60527

	  	
3,052

	  	
Opus Northwest

	  	
10350 Bren Road West

	  	  	  	
Minnetonka

	  	
MN

	  	
55343


	
947

	  	
Cumberland Mall

	  	  	  	
Atlanta

	  	
Georgia

	  	
30339

	  	
3,599

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
948

	  	
South Park Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78224

	  	
3,500

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
949

	  	
Colonie Center

	  	  	  	
Albany

	  	
New York

	  	
12205

	  	
3,500

	  	
Feldman

	  	
2201 E. Camelback Rd

	  	
Suite 350

	  	
Phoenix

	  	
AZ

	  	
85016


	
950

	  	
West County Mall

	  	  	  	
Des Peres

	  	
Missouri

	  	
63131

	  	
4,160

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
951

	  	
Harrisburg Mall

	  	  	  	
Harrisburg

	  	
Pennsylvania

	  	
17111

	  	
4,586

	  	
Feldman

	  	
2201 E. Camelback Rd

	  	
Suite 350

	  	
Phoenix

	  	
AZ

	  	
85016


	
952

	  	
Short Pump Town Center

	  	  	  	
Richmond

	  	
Virginia

	  	
23233

	  	
2,825

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
953

	  	
Prime Outlets Pismo Beach

	  	  	  	
Pismo

	  	
California

	  	
93449

	  	
3,500

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
954

	  	
Meadowood Mall

	  	  	  	
Reno

	  	
Nevada

	  	
89502

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204







 


 


 




  





  











  






 




 



	
955

	  	
Riverdale Village

	  	  	  	
Coon Rapids

	  	
Minnesota

	  	
55433

	  	
3,333

	  	
DDR

	  	
5029 West 117th Street

	  	  	  	
Leawood

	  	
KS

	  	
66211


	
956

	  	
Shops at Centerra

	  	  	  	
Loveland

	  	
Colorado

	  	
80538

	  	
3,960

	  	
Poag & McEwen

	  	
6410 Poplar Avenue

	  	
Suite 850

	  	
Memphis

	  	
TN

	  	
38119


	
957

	  	
Village at Stonecreek

	  	  	  	
San Antonio

	  	
Texas

	  	
78259

	  	
3,405

	  	
Reata

	  	
3300 Enterprise Parkway

	  	  	  	
Beachwood

	  	
OH

	  	
44122


	
958

	  	
Hill Country Galleria

	  	  	  	
Bee Cave

	  	
Texas

	  	
78738

	  	
3,727

	  	
Open Realty

	  	
P.O. Box 8000

	  	
Dept 976

	  	
Buffalo

	  	
NY

	  	
14267


	
959

	  	
North Hanover Mali

	  	  	  	
Hanover

	  	
Pennsylvania

	  	
17331

	  	
4,333

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
962

	  	
Warwick Mall

	  	  	  	
Warwick

	  	
Rhode Island

	  	
2886

	  	
247

	  	
Warwick Mall

	  	
P.O. Box 2513

	  	  	  	
Providence

	  	
RI

	  	
2906


	
1004

	  	
West Coast Distribution Center

	  	  	  	
Ontario

	  	
California

	  	
91761

	  	
359,996

	  	
ProLogis

	  	
2817 E Cedar Street

	  	
Suite 200

	  	
Ontario

	  	
CA

	  	
91761


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
2011

	  	
Jimmy'z Exton Square

	  	  	  	
Exton

	  	
Pennsylvania

	  	
19341

	  	
3,600

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
2012

	  	
Jimmy'Z Galleria at Tyler

	  	  	  	
Riverside

	  	
California

	  	
92503

	  	
3,503

	  	
Genera! Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
2013

	  	
Jimmy'z Wellington Green

	  	  	  	
West Palm Beach

	  	
Florida

	  	
33414

	  	
3,800

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
2014

	  	
JIMMYZ Woodlands Mall

	  	
Suite 700

	  	
The Woodlands

	  	
Texas

	  	
77380

	  	
3,327

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
2015

	  	
Jimmy'z Woodfield Mall

	  	  	  	
Shaumburg

	  	
Illinois

	  	
60173

	  	
4,283

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
2016

	  	
JIMMY'Z Mall of America

	  	  	  	
Bloomington

	  	
Minnesota

	  	
55425

	  	
3,717

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
2017

	  	
Jimmy'z San Marcos Outlets

	  	  	  	
San Marcos

	  	
Texas

	  	
78666

	  	
4,012

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
2018

	  	
Jimmy'z Grove City Outlets

	  	  	  	
Grove City

	  	
Pennsylvania

	  	
16127

	  	
5,446

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
2019

	  	
Jimmy'z Logan Valley Mall

	  	  	  	
Altoona

	  	
Pennsylvania

	  	
16602

	  	
3,319

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
2020

	  	
Jimmy'z St. Louis Galleria

	  	  	  	
St. Louis

	  	
Missouri

	  	
63117

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
2021

	  	
Jimmy'z Fox River Mall

	  	  	  	
Appleton

	  	
Wisconsin

	  	
54913

	  	
3,368

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
2022

	  	
Jimmy'z Hanes Mall

	  	  	  	
Winston-Salem

	  	
North Carolina

	  	
27103

	  	
3,952

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
2023

	  	
Jimmy'z Manhattan Mall

	  	  	  	
New York

	  	
New York

	  	
10001

	  	
4,500

	  	
Argent Ventures LLC

	  	
551 Fifth Avenue

	  	
34th Floor

	  	
New York

	  	
NY

	  	
10176


	
2024

	  	
Jimmy'z College Square

	  	  	  	
Morristown

	  	
Tennessee

	  	
37813

	  	
3,500

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
3009

	  	
Canadian Office

	  	
Suite 208

	  	
Mississauga

	  	
Ontario

	  	
L4V1E3

	  	
1,391

	  	
Orlando Corporation

	  	
6205 Airport Road

	  	  	  	
Mississauga

	  	
Ontario

	  	
L4V 1E3


	
3011

	  	
Metropolis at Metrotown

	  	
M175

	  	
Burnaby

	  	
British Columbia

	  	
V5H4P1

	  	
3524

	  	
Ivanhoe Cam

	  	
1001 Square Victoria

	  	
bureau C-500

	  	
Montreal

	  	
Quebec 

	  	
 H2Z 2B5


	
3012

	  	
Guildford TC

	  	
2608A

	  	
Surrey

	  	
British Columbia

	  	
V3R7C1

	  	
3608

	  	
Ivanhoe Cam

	  	
1001 Square Victoria

	  	
bureau C-500

	  	
Montreal

	  	
Quebec 

	  	
 H2Z 2B5


	
3013

	  	
White Oaks Mall

	  	
491/495

	  	
London

	  	
Ontario

	  	
N6E1V4

	  	
3380

	  	
Redcliff

	  	
4040 University Avenue

	  	
Suite 1200

	  	
Toronto

	  	
Ontario

	  	
M5J1T1


	
3014

	  	
Pickering Town Center

	  	
193

	  	
Pickering

	  	
Ontario

	  	
L1V1B8

	  	
3434

	  	
20 Vic

	  	
1355 Kingston Road

	  	  	  	
Pickering

	  	
Ontario

	  	
L1V1B8


	
3015

	  	
Fairview Park

	  	
E005

	  	
Kitchener

	  	
Ontario

	  	
N2C1X1

	  	
3026

	  	
Cadillac Fairview

	  	
20 Queen Street West

	  	
5th Floor

	  	
Toronto

	  	
Ontario

	  	
MSH 3R4


	
3016

	  	
Georgian Mall

	  	
D 016

	  	
Barrie

	  	
Ontario

	  	
L4M4Z8

	  	
3384

	  	
Cadillac Fairview

	  	
20 Queen Street West

	  	
5th Floor

	  	
Toronto

	  	
Ontario

	  	
MSH 3R4


	
3017

	  	
Oakville Place

	  	
121A

	  	
Oakville

	  	
Ontario

	  	
L6H3H6

	  	
3191

	  	
Ivanhoe Cam

	  	
1001 Square Victoria

	  	
bureau C-500

	  	
Montreal

	  	
Quebec 

	  	
 H2Z 2B5


	
3018

	  	
Vaughan Mills

	  	
439

	  	
Vaughn

	  	
Ontario

	  	
L4K5W4

	  	
5095

	  	
Ivanhoe Cam

	  	
1001 Square Victoria

	  	
bureau C-500

	  	
Montreal

	  	
Quebec 

	  	
 H2Z 2B5


	
3019

	  	
Dufferin Mall

	  	
168

	  	
Toronto

	  	
Ontario

	  	
M6H4B1

	  	
3112

	  	
Oxford

	  	
130 Adelaide Street

	  	
Suite 100

	  	
Toronto

	  	
Ontario

	  	
M5H 3P5


	
3021

	  	
Square One

	  	
2-305

	  	
Mississauga

	  	
Ontario

	  	
L5B2C9

	  	
3447

	  	
Oxford

	  	
130 Adelaide Street

	  	
Suite 100

	  	
Toronto

	  	
Ontario

	  	
M5H 3P5


	
3022

	  	
Lime Ridge Mall

	  	
229B

	  	
Hamilton

	  	
Ontario

	  	
L9A4X5

	  	
3135

	  	
Cadillac Fairview

	  	
20 Queen Street West

	  	
5th Floor

	  	
Toronto

	  	
Ontario

	  	
MSH 3R4


	
3023

	  	
Scarborough TC

	  	
46/47

	  	
Scarborough

	  	
Ontario

	  	
M1P4P5

	  	
3235

	  	
Oxford

	  	
130 Adelaide Street

	  	
Suite 100

	  	
Toronto

	  	
Ontario

	  	
M5H 3P5







 






 




  





  











  






 



EXHIBIT 4-6


 


ENCUMBERANCES


 


   Please see attached.




 


 


 


 


 


 





  





  











  








 


FLEET RETAIL/AEROPOSTALE/MSS DELAWARE







UCC Search Chart







2/14/08













	
DEBTOR

	
STATE

	
FILING OFFICE

	
SEARCH THRU DATE

	
TAX LIEN – SEE LEGEND

	
SECURED CREDITOR

	
FILING DATE

	
FILING NUMBER

	
ACOUNTS RECIEVABLE

	
INVENTORY

	
EQUIPMENT (ALL)

	
EQUIPMENT (SPECIFIC)

	
GOODS

	
INVESTMENT PROPERTY

	
GENERAL INTANGIBLES

	
INTELLECTUAL PROPERTY

	
R.E. FIXTURE FILING

	
OTHER COLLATERAL AND/OR COMMENTS


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	
F:C

	
Fleet Retail Finance Inc. (Formerly known as BankBoston Retail Finance Inc.), as Agent Continuation

	
11/26/01


 


 


 


10/12/06

	
11535942


 


 


 


63529575

	
X

	
X

	
X

	  	
X

	
X

	
X

	
X

	  	
In Lieu Financing Statement


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit Corporation (Lessor)

	
2/11/02

	
20590376

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit Corporation

	
8/1/02

	
22024366

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit Corporation

	
8/2/02

	
22038556

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
1/29/03

	
30496334

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
4/11/03

	
30946346

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, inc.

	
DE

	
SOS

	
10/31/07

	  	
Racine Joing Venturell, CBL & Associates Properties, Inc.

	
7/15/03

	
32010372

	
X

	
X

	
X

	  	
X

	
X

	  	  	  	
Security interest granted to Landlord by Tenant


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
5/3/04

	
41226796

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
4/12/05

	
51122523

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
7/11/05

	
52117746

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
Georgia Square Mai!

	
4/08/06

	
61389535

	
X

	
X

	
X

	  	
X

	
X

	  	  	  	
Security interest granted to Landlord by Tenant


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
CBL & Associates Properties

	
5/30/06

	
6185994

	
X

	
X

	
X

	  	
X

	
X

	  	  	  	
Security interest granted to Landlord by Tenant


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
6/29/06

	
62246189

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
1/3/07

	
70016856

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
2/15/07

	
70608736

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
7/2/07

	
72496072

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
9/19/07

	
73541892

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
10/24/07

	
74028519

	  	  	  	
X

	  	  	  	  	  	  















F: Federal Tax Lien


S: State Tax Lien


J: Judgment Lien


C: Clear


 


979915_1.XLS


 




  





1











  











21694.00138




 


FLEET RETAIL/AEROPOSTALE/MSS DELAWARE







UCC Search Chart







2/14/08













	
Aeropostale West, Inc.

	
DE

	
SOS

	
10/31/07

	  	
Fleet Retail Finance Inc. (Formerly known as BankBoston Retail Finance Inc.), as Agen


 


Continuation

	
2/1/02


 


 


10/12/06

	
20282032


 


 


63529559

	
X

	
X

	
X

	  	
X

	
X

	
X

	
X

	  	
In Lieu Financing Statement


	
Aero GC Management LLC

	
VA

	
SOS

	
11/02/07

	  	
No UCC Filings

	  	  	  	  	  	  	  	  	  	  	  	  
	
Aero GC Management LLC

	
VA

	
SOS

	
11/02/07

	
F: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Aero GC Management LLC

	
VA

	
Richmond City

	
11/07/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Aero GC Management LLC

	
NY

	
SOS

	
11/02/00

	
F: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Aero GC Management LLC

	
NY

	
New York County

	
10/28/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
DE

	
SOS

	
11/01/07

	  	
No UCC Filings

	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
DE

	
SOS

	
11/01/07

	
F: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
DE

	
New Castle County

	
11/01/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
NY

	
SOS

	
11/02/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
NY

	
New York County

	
10/28/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  















F: Federal Tax Lien


S: State Tax Lien


J: Judgment Lien


C: Clear


 


 




9979915_1.XLS




 




  





2











  






 



 


Exhibit 4-7


Indebtedness


 


    None.


   


 


 


 




  





  











  






 


 





Exhibit 4-8


Insurance Policies







(See Attached)



















 





 











 











 












STANDARD FIRE INSURANCE POLICY







[Affiliated FM Logo]


Affiliated FM Insurance Company


P.O. Box 7500


Johnston, Rhode Island 02919


1-800-343-7722

















*

















































































































































































* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q.


 


 




 





 











 











 


THE HANOVER INSURANCE COMPANY







THE HANOVER INSURANCE COMPANY, 440 LINCOLN ST., WORCESTER, MA 01605







COMMERCIAL LINES POLICY







*
































































































































































































* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q.


 


 




 





 











 











[THE HANOVER INSURANCE GROUP LOGO]







COMMERCIAL UMBRELLA POLICY







*





































































































































































































* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q.


 


 




 





 











 











 


EXCESS LIABILITY POLICY







FIREMAN’S FUND INSURANCE COMPANIES







*
































































































































































































* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q.














 





 











 











 


[THE HANOVER INSURANCE GROUP LOGO]







COMMERCIAL LINES POLICY







*



























































































































































































* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q.














 





 











 
















[TRAVELERS LOGO]


WORKERS COMPENSATION


AND


EMPLOYERS LIABILITY POLICY







*

















































































































































































* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q.



















 





 











 
















[AXIS LOGO]







SECUREXCESS DECLARATIONS







*





































































































































































































* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q.


 


 






  





  











  






 


 


 


Exhibit 4-10


Capital Leases


 


    None.


   


 


 


 


 




  





  











  












 


 




Exhibit 4-13


Taxes


 


    None.


   


 


 


 




  





  











  






 


 



Exhibit 4-17


                                                                                                                                        LITIGATION








	
MATTER

	
CLAIM AMT

	
DESCRIPTION

	
STATUS


	
Matters in


Litigation/


Mediation:

	  	  	  
	  	  	  	  
	
Pictures Patents,


LLC V.


Aeropostale

	
Unspecified

	
Plaintiff purports to own a patent on a technology which permits picture images to be viewed and linked to over the Internet. They are claiming our website uses their technology.

	
*


	  	  	  	  
	
Card Activation


Technologies v.


Aeropostale

	
Unspecified

	
Plaintiff purports to own a patent on a technology which allows debit card terminals to talk to a central network and receive authorizations. They are claiming our debit card terminals in our stores use their patented technology.

	
*


	  	  	  	  
	
Administrative


Hearings:

	  	  	  
	
Various Unrelated Employee Claims (EEOC related Claims)

	
Unspecified

	
7 complaints filed by former store employees for various issues.

	
*


	  	  	  	  
	
Various Accident Reports/Product Related Claims (Storeline)

	
Unspecified

	
6 accidents claimed to have occurred in a store (submitted to insurance)

	
*

















* = Material omitted pursuant to a request for Confidentiality Treatment and filed separately with the Commission on the date of filing of this form 10-Q.





























  





  











  





















Exhibit 4-22


Permitted Management Fees and Other Affiliated Transactions







*

















* = Material omitted pursuant to a request for Confidentiality Treatment and filed separately with the Commission on the date of filing of this form 10-Q.











  





  











  










 


 




EXHIBIT 4-23


 


EXCLUDED ASSETS


 


   1.  Collateral as to which the security interest in favor of the Lender either (a) may not be perfected by the filing of a financing statement under the applicable Uniform Commercial Code or (b) as to which the Lender has elected not to perfect its security interest, for whatever reason.


 


    2. To the extent not included in Item 1 above, real property leasehold interests.




 




 


 


 


 




  





  











  






 



Exhibit 5-5


Borrowing Base Certificate


 


(See Attached)




 


 


 






  





  











  








 


AEROPOSTALE. INC.







REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION IF BORROWINGS ARE LESS THAN S75MM


 




 



	
E-E-MAIL TO: Gheisa Cruz at gheisa.m.cruz@bankofamerica.com


F  FAX TO: (617) 434-4310

	  	
Cert. No.

	  
	  	  	  	  
	
G General Ledger Inventory as of:                   ___________

	  	
$

	
-

	
(A)


	  	  	  	  	  
	
StStated Inventory Advance Rate:

	  	  	
95.0

	
% (B)


	  	  	  	  	  
	
InInventory Availability (A*B)

	  	
$

	
-

	
(C)


	  	  	  	  	  
	
MMajor Credit Card Receivables as of:           ___________

	  	
$

	
-

	
(D)


	  	  	  	  	  
	
MMajor Credit Card Receivable Advance Rate:

	  	  	
85.0

	
% (E)


	  	  	  	  	  
	
MMajor Credit Card Receivable Availability (D*E)

	  	  	
-

	
(F)


	  	  	  	  	  
	
L LESS Availability Reserves:

	  	  	  	  
	  	  	  	  	  
	
Gift Certificates (50% of outstanding)

	  	
$

	  	  
	
Rent (2 months in WA, VA, PA)

	  	
$

	  	  
	
Other Availability Reserves (TBD based on results of field exam)

	  	
$

	  	  
	  	  	  	  	  
	
TOTAL AVAILABILITY RESERVES

	  	
$

	
-

	
(G)


	  	  	  	  	  
	
Total Uncapped Borrowing Base (C+F-G)

	  	
$

	  	  
	  	  	  	  	  
	
Total Capped Borrowing Base (not to exceed $150MM)

	  	
$

	
-

	
(H)












 








	
AVAILABILITY CALCULATION

	  	  	  
	  	  	  	  
	
Beginning Principal Balance

	  	
$

	  	  
	
ADD:           Prior days advance

	  	
$

	
-

	  
	
LESS:           Prior day's paydown

	  	
$

	  	  
	  	  	  	  	  
	
Ending principal balance

	  	
$

	  	  
	  	  	  	  	  
	
ADD:           Standby Letters of Credit

	  	
$

	  	  
	
ADD:           Documentary Letters of Credit

	  	
$

	  	  
	  	  	  	  	  
	
Total loan balance prior to request

	  	
$

	
-

	
(1)


	  	  	  	  	  
	
Net availability prior to today's request (H-I)

	  	
$

	
-

	
(J)


	  	  	  	  	  
	
ADVANCE REQUEST

	  	
$

	
-

	
(K)


	  	  	  	  	  
	
Net availability after today's request (J-K)

	  	
$

	
-

	
(L)

















The undersigned represents and warrants that (a) the information set forth above has been prepared in accordance with the requirements of the Second Amended and Restated Loan and Security Agreement (the "Agreement") among the Borrower and Bank of America, N.A.; (b) the information set forth above is complete and correct; (c) no "Default" (as defined in the Agreement) is presently in existence; and (c) all or a portion of the advance requested hereby will be set aside by the Borrower to cover 100% of the Loan Parties' obligation for sales tax on account of sales since the most recent borrowing under the Agreement.








	
Authorized Signer

	  





 


 


 


 




  





  











  
















 


AEROPOSTALE, INC.







REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION IF BORROWINGS EXCEED $75MM


















	
E-E-MAIL TO: Gheisa Cruz at gheisa.m.cruz@bankofamerica.com


F  FAX  TO: (617) 434-4310

	  	
Cert. No. 

	  
	  	  	  	  
	
Stock Ledger Inventory at Cost as of:            ___________

	  	
$

	
-

	  
	  	  	  	  	  
	
LESS Inventory Reserves:

	  	  	  	  
	  	  	  	  	  
	
Shrink

	  	
$

	
-

	  
	
RTVs

	  	
$

	
-

	  
	
Damaged Inventory

	  	
$

	
-

	  
	
Other Inventory Reserves (TBD based on results of field exam)

	  	
$

	
-

	  
	  	  	  	  	  
	
TOTAL INVENTORY RESERVES

	  	
$

	
-

	  
	  	  	  	  	  
	
Eligible Inventory, as of:                                   ___________

	  	
$

	
-

	
(A)


	  	  	  	  	  
	
Effective Inventory Advance Rate:

	
Appraised NOLV of Eligible Inventory

	  	
Inventory Advance Percentage

	  	  	
TBD

	
(B)


	
(85% of Appraised NOLV of

	
TBD based on updated appraisal

	  	
TBD

	  	  	  	  
	
Eligible Inventory)

	  	  	  
	  	  	  	  	  
	
Inventory Availability (A*B)

	  	
#VALUE!

	
(C)


	  	  	  	  	  
	
Major Credit Card Receivables as of:             ___________

	  	
$

	
-

	
(D)


	  	  	  	  	  
	
Major Credit Card Receivable Advance Rate:

	  	  	
85.0

	
% (E)


	  	  	  	  	  
	
Major Credit Card Receivable Availability (D*E)

	  	
-

	
(F)


	  	  	  	  	  
	
LESS Availability Reserves:

	  	  	  	  
	  	  	  	  	  
	
Gift Certificates (50% of outstanding)

	  	
$

	
-

	  
	
Rent (2 months in WA, VA, PA)

	  	
$

	
-

	  
	
Other Availability Reserves (TBD based on results of field exam)

	  	
$

	
-

	  
	  	  	  	  	  
	
TOTAL AVAILABILITY RESERVES

	  	
$

	
-

	
(G)


	  	  	  	  	  
	
Total Uncapped Borrowing Base (C+F-G)

	  	
#VALUE!

	  
	  	  	  	  	  
	
Total Capped Borrowing Base (not to exceed $150MM)

	  	
#VALUE!

	
(H)












 








	
AVAILABILITY CALCULATION

	  	  	  
	  	  	  	  
	
Beginning Principal Balance

	  	
$

	
-

	  
	
ADD:           Prior days advance

	  	
$

	
-

	  
	
LESS:           Prior day's paydown

	  	
$

	
-

	  
	  	  	  	  	  
	
Ending principal balance

	  	
$

	
-

	  
	  	  	  	  	  
	
ADD:           Standby Letters of Credit

	  	
$

	
-

	  
	
ADD:           Documentary Letters of Credit

	  	
$

	  	  
	  	  	  	  	  
	
Total loan balance prior to request

	  	
$

	
-

	
(1)


	  	  	  	  	  
	
Net availability prior to today's request (H-I)

	  	  	
(J)


	  	  	  	  	  
	
ADVANCE REQUEST

	  	
$

	
-

	
(K)


	  	  	  	  	  
	
Net availability after today's request (J-K)

	  	  	
(L)












The undersigned represents and warrants that (a) the information set forth above has been prepared in accordance with the requirements of the Second Amended and Restated Loan and Security Agreement (the "Agreement") among the Borrower and Bank of America, N.A.; (b) the information set forth above is complete and correct; (c) no "Default" (as defined in the Agreement) is presently in existence; and (c) all or a portion of the advance requested hereby will be set aside by the Borrower to cover 100% of the Loan Parties' obligation for sales tax on account of sales since the most recent borrowing under the Agreement.








	
Authorized Signer

	  





 


 




 




  





  











  






 



EXHIBIT 6-3


 


BONDS & DEPOSITS


 


    Aeroposale, Inc. has guaranteed Jimmy'Z Surf Co., Inc.'s store operating leases.


 


 


 


 




  





  











  








 


 


 



Exhibit 7-1


DDAs







(See Attached)

















 














  





  











  
















 


Aeropostale Stores’ Depository Bank Accounts







12/6/07







*










































* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q.












 




  





  











  











 


Exhibit 7-2







Credit Card Arrangements












The Loan Parties currently have the following credit card agreements in place:








	
1)  

	
Aeropostale, Inc. First Data Merchant Services (merchant number: *)













	
2)  

	
Jimmy’Z Surf Co., Inc.: First Data Merchant Services (merchant number: *)













	
3)  

	
Aeropostale, Inc. and Jimmy’Z Surf Co., Inc.: American Express (merchant number: *)













	
4)  

	
Aeropostale, Inc. and Jimmy’Z Surf Co., Inc.: Discover Card (merchant number: *)












None of the above agreements are currently evidenced by a writing.  However, the Loan Parties are in process of acquiring written documentation to evidence each of the above agreements, which shall be immediately furnished to Lender upon completion.












1062846.1






















* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q.