Third Amended and Restated Credit Agreement, dated as of April 23, 2008



 Portions of the schedules and exhibits to this Exhibit 10.1 have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”) and the omitted text has been filed separately with the Securities and Exchange Commission. 

Exhibit 10.1 

[EXECUTION COPY] 
  

 
 $250,000,000

 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 
 April 23, 2008 
  

 
 ANNTAYLOR, INC.,

 ANNCO, INC., 
 ANNTAYLOR DISTRIBUTION SERVICES, INC. 
 and 

ANNTAYLOR RETAIL, INC., 
 as the Borrowers, 
 BANK OF AMERICA, N.A., 

as Administrative Agent and as Collateral Agent, 
 JPMORGAN CHASE BANK, N.A., 
 WACHOVIA BANK, NATIONAL ASSOCIATION, 

and 
 RBS CITIZENS,
N.A., 
 as Syndication Agents 
 and 
 THE FINANCIAL INSTITUTIONS NAMED HEREIN, 

as Lenders 
 BANC
OF AMERICA SECURITIES LLC, 
 JPMORGAN SECURITIES, INC. 
 as Joint Lead Arrangers 







 TABLE OF CONTENTS 

 

							
	  	 	 	  	Page	 
	 ARTICLE 1
	 	LOANS AND LETTERS OF CREDIT	  	 	1	  
			
	 1.1
	 	Total Facility	  	 	1	  
	 1.2
	 	Revolving Loans	  	 	2	  
	 1.3
	 	Letters of Credit	  	 	5	  
	 1.4
	 	Bank Products	  	 	9	  
	 1.5
	 	Increase in Commitments	  	 	10	  
			
	 ARTICLE 2
	 	INTEREST AND FEES	  	 	11	  
			
	 2.1
	 	Interest	  	 	11	  
	 2.2
	 	Continuation and Conversion Elections	  	 	12	  
	 2.3
	 	Maximum Interest Rate	  	 	13	  
	 2.4
	 	Fees	  	 	13	  
	 2.5
	 	Unused Line Fee	  	 	14	  
	 2.6
	 	Letter of Credit Fee	  	 	14	  
			
	 ARTICLE 3
	 	PAYMENTS AND PREPAYMENTS	  	 	14	  
			
	 3.1
	 	Revolving Loans	  	 	14	  
	 3.2
	 	Termination of Facility	  	 	15	  
	 3.3
	 	Payments by the Borrowers	  	 	15	  
	 3.4
	 	Payments as Revolving Loans	  	 	15	  
	 3.5
	 	Apportionment, Application and Reversal of Payments	  	 	15	  
	 3.6
	 	Indemnity for Returned Payments	  	 	17	  
	 3.7
	 	Agent’s and Lenders’ Books and Records; Monthly Statements	  	 	17	  
			
	 ARTICLE 4
	 	TAXES, YIELD PROTECTION AND ILLEGALITY	  	 	18	  
			
	 4.1
	 	Taxes	  	 	18	  
	 4.2
	 	Illegality	  	 	20	  
	 4.3
	 	Inability to Determine Rates	  	 	21	  
	 4.4
	 	Increased Costs	  	 	21	  
	 4.5
	 	Compensation for Losses	  	 	22	  
	 4.6
	 	Mitigation Obligations	  	 	23	  
	 4.7
	 	Survival	  	 	23	  
	 4.8
	 	Replacement of Lenders	  	 	23	  
			
	 ARTICLE 5
	 	BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES	  	 	24	  
			
	 5.1
	 	Books and Records	  	 	24	  
	 5.2
	 	Financial Information	  	 	24	  
	 5.3
	 	Notices to the Lenders	  	 	27	  


  
 -i-










 TABLE OF CONTENTS 

(continued) 
  


							
	  	 	 	  	Page	 
	 ARTICLE 6
	 	GENERAL WARRANTIES AND REPRESENTATIONS	  	 	29	  
			
	 6.1
	 	Authorization, Validity, and Enforceability of this Agreement and the Loan Documents	  	 	29	  
	 6.2
	 	Validity and Priority of Security Interest	  	 	30	  
	 6.3
	 	Organization and Qualification	  	 	30	  
	 6.4
	 	Corporate Name; Prior Transactions	  	 	30	  
	 6.5
	 	Subsidiaries and Affiliates	  	 	30	  
	 6.6
	 	Financial Statements and Projections	  	 	31	  
	 6.7
	 	Capitalization	  	 	31	  
	 6.8
	 	Solvency	  	 	31	  
	 6.9
	 	Debt	  	 	31	  
	 6.10
	 	Distributions	  	 	31	  
	 6.11
	 	Real Estate; Store Locations	  	 	31	  
	 6.12
	 	Trade Names	  	 	32	  
	 6.13
	 	Litigation	  	 	32	  
	 6.14
	 	Labor Disputes	  	 	32	  
	 6.15
	 	Environmental Laws	  	 	32	  
	 6.16
	 	No Violation of Law	  	 	33	  
	 6.17
	 	No Default	  	 	33	  
	 6.18
	 	ERISA Compliance	  	 	34	  
	 6.19
	 	Taxes	  	 	34	  
	 6.20
	 	Regulated Entities	  	 	34	  
	 6.21
	 	Use of Proceeds; Margin Regulations	  	 	35	  
	 6.22
	 	Copyrights, Patents, Trademarks and Licenses, etc	  	 	35	  
	 6.23
	 	No Material Adverse Effect	  	 	35	  
	 6.24
	 	Full Disclosure	  	 	35	  
	 6.25
	 	Bank Accounts and Credit Card Processors	  	 	35	  
	 6.26
	 	Governmental Authorization	  	 	35	  
	 6.27
	 	Tax Shelter Regulations	  	 	36	  
			
	 ARTICLE 7
	 	AFFIRMATIVE AND NEGATIVE COVENANTS	  	 	36	  
			
	 7.1
	 	Taxes and Other Obligations	  	 	36	  
	 7.2
	 	Legal Existence and Good Standing	  	 	36	  
	 7.3
	 	Compliance with Law and Agreements; Maintenance of Licenses	  	 	36	  
	 7.4
	 	Maintenance of Property; Appraisals and Inspection of Property	  	 	37	  
	 7.5
	 	Insurance	  	 	37	  
	 7.6
	 	Insurance and Condemnation Proceeds	  	 	38	  
	 7.7
	 	Environmental Laws	  	 	39	  
	 7.8
	 	Compliance with ERISA	  	 	40	  
	 7.9
	 	Debt	  	 	40	  


  
 -ii-










 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 7.10
	 	Sales of Assets; Liens	  	 	41	  
	 7.11
	 	Investments	  	 	43	  
	 7.12
	 	Accommodation Obligations	  	 	45	  
	 7.13
	 	Restricted Payments	  	 	46	  
	 7.14
	 	Conduct of Business	  	 	47	  
	 7.15
	 	Transactions with Affiliates	  	 	47	  
	 7.16
	 	Restriction on Fundamental Changes	  	 	47	  
	 7.17
	 	ERISA	  	 	47	  
	 7.18
	 	Sales and Leasebacks	  	 	48	  
	 7.19
	 	Margin Regulations	  	 	48	  
	 7.20
	 	Change of Fiscal Year	  	 	48	  
	 7.21
	 	Subsidiaries	  	 	48	  
	 7.22
	 	Fixed Charge Coverage Ratio	  	 	49	  
	 7.23
	 	Further Assurances	  	 	49	  
	 7.24
	 	Pledge of After-Acquired Property; Additional Borrowers	  	 	49	  
	 7.25
	 	Cash Collateral and Deposit Accounts	  	 	51	  
			
	 ARTICLE 8
	 	CONDITIONS OF LENDING	  	 	52	  
			
	 8.1
	 	Conditions Precedent to Making of Loans on the Effective Date	  	 	52	  
	 8.2
	 	Conditions Precedent to Each Loan	  	 	54	  
			
	 ARTICLE 9
	 	DEFAULT; REMEDIES	  	 	55	  
			
	 9.1
	 	Events of Default	  	 	55	  
	 9.2
	 	Remedies	  	 	57	  
			
	 ARTICLE 10
	 	TERM AND TERMINATION	  	 	59	  
			
	 10.1
	 	Term and Termination	  	 	59	  
			
	 ARTICLE 11
	 	AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS	  	 	59	  
			
	 11.1
	 	Amendments and Waivers	  	 	59	  
	 11.2
	 	Assignments; Participations	  	 	61	  
			
	 ARTICLE 12
	 	THE AGENT	  	 	63	  
			
	 12.1
	 	Appointment and Authorization	  	 	63	  
	 12.2
	 	Delegation of Duties	  	 	64	  
	 12.3
	 	Liability of Agent	  	 	64	  


  
 -iii-










 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 12.4
	 	Reliance by Agent	  	 	64	  
	 12.5
	 	Notice of Default	  	 	65	  
	 12.6
	 	Credit Decision	  	 	65	  
	 12.7
	 	Indemnification	  	 	65	  
	 12.8
	 	Agent in Individual Capacity	  	 	66	  
	 12.9
	 	Successor Agent	  	 	66	  
	 12.10
	 	Collateral Matters	  	 	66	  
	 12.11
	 	Restrictions on Actions by Lenders; Sharing of Payments	  	 	68	  
	 12.12
	 	Agency for Perfection	  	 	68	  
	 12.13
	 	Payments by Agent to Lenders	  	 	68	  
	 12.14
	 	Settlement	  	 	69	  
	 12.15
	 	Letters of Credit; Intra-Lender Issues	  	 	72	  
	 12.16
	 	Concerning the Collateral and the Related Loan Documents	  	 	74	  
	 12.17
	 	Field Audit and Examination Reports; Disclaimer by Lenders	  	 	74	  
	 12.18
	 	Relation Among Lenders	  	 	75	  
	 12.19
	 	Co-Agents	  	 	75	  
			
	 ARTICLE 13
	 	GUARANTEES	  	 	75	  
			
	 13.1
	 	Guaranty	  	 	75	  
	 13.2
	 	Contribution	  	 	76	  
	 13.3
	 	Waivers; Other Agreements	  	 	77	  
	 13.4
	 	Guarantee Absolute and Unconditional	  	 	80	  
	 13.5
	 	Reinstatement	  	 	81	  
	 13.6
	 	Payment	  	 	82	  
			
	 ARTICLE 14
	 	MISCELLANEOUS	  	 	82	  
			
	 14.1
	 	No Waivers; Cumulative Remedies	  	 	82	  
	 14.2
	 	Severability	  	 	82	  
	 14.3
	 	Governing Law; Choice of Forum; Service of Process	  	 	83	  
	 14.4
	 	WAIVER OF JURY TRIAL	  	 	83	  
	 14.5
	 	Survival of Representations and Warranties	  	 	84	  
	 14.6
	 	Other Security and Guaranties	  	 	84	  
	 14.7
	 	Fees and Expenses	  	 	84	  
	 14.8
	 	Notices	  	 	85	  
	 14.9
	 	Waiver of Notices	  	 	86	  
	 14.10
	 	Binding Effect	  	 	86	  
	 14.11
	 	Indemnity of the Agent and the Lenders by the Borrowers	  	 	87	  
	 14.12
	 	Limitation of Liability	  	 	87	  
	 14.13
	 	Final Agreement	  	 	88	  
	 14.14
	 	Counterparts	  	 	88	  


  
 -iv-










 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
	 14.15
	 	Captions	  	 	88	  
	 14.16
	 	Right of Setoff	  	 	88	  
	 14.17
	 	Confidentiality	  	 	89	  
	 14.18
	 	Conflicts with Other Loan Documents	  	 	90	  
	 14.19
	 	No Lender Reliance on Margin Stock	  	 	90	  
			
	 ARTICLE 15
	 	AMENDMENT AND RESTATEMENT	  	 	90	  
			
	 15.1
	 	Amendment and Restatement	  	 	90	  
	 15.2
	 	Assignment and Acceptance	  	 	90	  


  
 -v-









 ANNEXES, EXHIBITS AND SCHEDULES 

 

					
	 ANNEX A
	  	-	    	DEFINITIONS
			
	 EXHIBIT A
	  	-	    	FORM OF COMPLIANCE CERTIFICATE
	 EXHIBIT B
	  	-	    	FORM OF BORROWING BASE CERTIFICATE
	 EXHIBIT C
	  	-	    	[INTENTIONALLY OMITTED]
	 EXHIBIT D
	  	-	    	FORM OF NOTICE OF BORROWING
	 EXHIBIT E
	  	-	    	FORM OF NOTICE OF CONTINUATION/CONVERSION
	 EXHIBIT F
	  	-	    	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
	 EXHIBIT G
	  	-	    	FORM OF SECURITY AGREEMENT
	 EXHIBIT H
	  	-	    	FORM OF PARENT GUARANTY
			
	 SCHEDULE 1.1
	  	–	    	COMMITMENTS
	 SCHEDULE 1.3
	  	–	    	EXISTING LETTERS OF CREDIT
	 SCHEDULE 5.2(j)
	  	–	    	ADDITIONAL FINANCIAL AND COLLATERAL REPORTS
	 SCHEDULE 6.5
	  	–	    	SUBSIDIARIES AND AFFILIATES
	 SCHEDULE 6.7
	  	–	    	SUBSIDIARY CAPITALIZATION
	 SCHEDULE 6.9
	  	–	    	DEBT
	 SCHEDULE 6.10
	  	–	    	DISTRIBUTIONS
	 SCHEDULE 6.11
	  	–	    	REAL ESTATE
	 SCHEDULE 6.12
	  	–	    	TRADE NAMES
	 SCHEDULE 6.13
	  	–	    	LITIGATION
	 SCHEDULE 6.15
	  	–	    	ENVIRONMENTAL LAW
	 SCHEDULE 6.18
	  	–	    	ERISA COMPLIANCE
	 SCHEDULE 6.25
	  	–	    	BANK ACCOUNTS AND CREDIT CARD PROCESSORS
	 SCHEDULE 7.10(b)
	  	–	    	PERMITTED EXISTING LIENS
	 SCHEDULE 7.11
	  	–	    	INVESTMENTS


  
 -vi-









 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 23, 2008 (this “Agreement”), is made by and
among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as
the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacities, the “Agent”), JPMORGAN CHASE BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, and RBS
CITIZENS, N.A., as Syndication Agents, ANNTAYLOR, INC., a Delaware corporation (“ATI”), ANNCO, INC., a Delaware corporation (“ANNCO”), ANNTAYLOR DISTRIBUTION SERVICES, INC., a Delaware corporation (“AT
Distribution”), and ANNTAYLOR RETAIL, INC., a Delaware corporation (“AT Retail”; ATI, ANNCO, AT Distribution and AT Retail may be referred to individually herein as a “Borrower” or collectively as the
“Borrowers”). 
 W I T N E S S E T H:

 WHEREAS, ATI, the lenders referred to therein, the syndication agents named therein, the issuing banks named therein and the
administrative agent named therein have entered into that certain Original Credit Agreement (as defined in Annex A hereto); 
 WHEREAS, ATI has requested that the Lenders continue to make available to it a revolving line of credit for loans and letters of credit in an amount not to exceed $250,000,000 by amending the terms of the
Original Credit Agreement, and restating such terms in their entirety, as set forth herein; 
 WHEREAS, capitalized terms used
in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and incorporated herein; the rules of construction contained therein shall govern the interpretation of this
Agreement and the other Loan Documents (except as otherwise provided for therein), and all Annexes, Exhibits and Schedules attached hereto are incorporated herein by reference; and 

WHEREAS, the Lenders have agreed to continue to make available to the Borrowers a revolving credit facility upon the terms and conditions
set forth in this Agreement; 
 NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this
Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Lenders, the Agent and the Borrowers hereby agree that the Original Credit Agreement is hereby amended and restated in its entirety, effective as of
the Effective Date, as follows. 
 ARTICLE 1 
 LOANS AND LETTERS OF CREDIT 
 1.1 Total Facility. Subject to all of
the terms and conditions of this Agreement, the Lenders agree to make available a credit facility (the “Facility”) of up to $250,000,000, or such greater amount as may be established pursuant to Section 1.5 (the
“Total Facility Amount”), to the Borrowers from time to time during the term of this Agreement. The Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit. 







 1.2 Revolving Loans. 

(a) Amounts. Subject to the satisfaction of the conditions precedent set forth in Article 8, each Lender severally, but not
jointly, agrees, upon any Borrower’s request from time to time on any Business Day during the period from the Effective Date to the Termination Date, to make revolving loans (the “Revolving Loans”) to such Borrower in amounts
not to exceed such Lender’s Pro Rata Share of Availability, except for Non-Ratable Loans and Agent Advances. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans or issue or arrange to have issued Letters of
Credit in excess of the Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other
occasion. If any Borrowing would exceed Availability, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans as the Lenders determine until such excess has been eliminated, subject to the Agent’s authority, in
its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i). 
 (b) Procedure for
Borrowing. 
 (i) Each Borrowing (other than an L/C Borrowing or Agent Advance) shall be made upon a Borrower’s
irrevocable written notice delivered to the Agent in the form of a notice of borrowing (“Notice of Borrowing”), which must be received by the Agent prior to (i) 11:00 a.m. (New York City time) three Business Days prior to the
requested Funding Date, in the case of LIBOR Loans and (ii) 11:00 a.m. (New York City time) on the requested Funding Date, in the case of Base Rate Loans, specifying: 

(A) the amount of the Borrowing, which in the case of a LIBOR Loan must equal or exceed $1,000,000 (and increments of
$1,000,000 in excess of such amount); 
 (B) the requested Funding Date, which must be a Business Day;

 (C) whether the Revolving Loans requested are to be Base Rate Loans or LIBOR Loans (and if not specified, it
shall be deemed a request for a Base Rate Loan); and 
 (D) the duration of the Interest Period for LIBOR Loans
(and if not specified, it shall be deemed a request for an Interest Period of one month); 
 provided, however, that with respect to the
Borrowing to be made on the Effective Date, such Borrowings will consist of Base Rate Loans only. 

  
 2 








 (ii) In lieu of delivering a Notice of Borrowing, any Borrower may give the Agent
telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any
written confirmation is received. 
 (c) Reliance upon Authority. Prior to the Effective Date, each Borrower shall
deliver to the Agent, a notice setting forth the account of such Borrower (“Designated Account”) to which the Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder. Any Borrower may designate a
replacement account from time to time by written notice from a Responsible Officer. All such Designated Accounts must be reasonably satisfactory to the Agent. The Agent is entitled to rely conclusively on any person’s request for Revolving
Loans on behalf of such Borrower, so long as the proceeds thereof are to be transferred to the Designated Account. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by such Borrower
to make such requests on its behalf. 
 (d) No Liability. The Agent shall not incur any liability to any Borrower as a
result of acting upon any notice referred to in Sections 1.2(b) and (c), which the Agent reasonably believes in good faith to have been given by an officer or other person duly authorized by such Borrower to request Revolving Loans on
its behalf. The crediting of Revolving Loans to the Designated Account conclusively establishes the obligation of such Borrower to repay such Revolving Loans as provided herein. 

(e) Notice Irrevocable. Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to
Section 1.2(b) shall be irrevocable. The applicable Borrower shall be bound to borrow the funds requested therein in accordance therewith. 
 (f) Agent’s Election. Promptly after receipt of a Notice of Borrowing (or telephonic notice in lieu thereof), the Agent shall elect to have the terms of Section 1.2(g) or the terms
of Section 1.2(h) apply to such requested Borrowing. If the Bank declines in its sole discretion to make a Non-Ratable Loan pursuant to Section 1.2(h), the terms of Section 1.2(g) shall apply to the requested
Borrowing. 
 (g) Making of Revolving Loans. If Agent elects to have the terms of this Section 1.2(g) apply
to a requested Borrowing, then promptly after receipt of a Notice of Borrowing or telephonic notice in lieu thereof, the Agent shall notify the Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each Lender shall transfer its Pro
Rata Share of the requested Borrowing available to the Agent in immediately available funds, to the account from time to time designated by Agent, not later than 12:00 noon (New York City time) on the applicable Funding Date. After the Agent’s
receipt of all proceeds of such Revolving Loans, the Agent shall make the proceeds of such Revolving Loans available to the applicable Borrower on the applicable Funding Date by transferring same day funds to the applicable Designated Account;
provided, however, that the amount of Revolving Loans so made on any date shall not exceed the Availability on such date. 

  
 3 








 (h) Making of Non-Ratable Loans. 

(i) If Agent elects, with the consent of the Bank, to have the terms of this Section 1.2(h) apply to a requested Borrowing,
the Bank shall make a Revolving Loan in the amount of that Borrowing available to the applicable Borrower on the applicable Funding Date by transferring same day funds to such Borrower’s Designated Account. Each Revolving Loan made solely by
the Bank pursuant to this Section is herein referred to as a “Non-Ratable Loan”, and such Revolving Loans are collectively referred to as the “Non-Ratable Loans.” Each Non-Ratable Loan shall be subject to all the
terms and conditions applicable to other Revolving Loans except that all payments thereon shall be payable to the Bank solely for its own account. The aggregate amount of Non-Ratable Loans outstanding at any time shall not exceed $20,000,000. The
Agent shall not request the Bank to make any Non-Ratable Loan if (A) the Agent has received written notice from any Borrower or any Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be
satisfied on the requested Funding Date for the applicable Borrowing, or (B) the requested Borrowing would exceed Availability on that Funding Date. 
 (ii) The Non-Ratable Loans shall be secured by the Agent’s Liens in and to the Collateral and shall constitute Base Rate Loans and Obligations hereunder. 

(i) Agent Advances. 
 (i) Subject to the limitations set forth below, the Agent is authorized by the Borrowers and the Lenders, from time to time in the Agent’s sole discretion after notice to and consultation with ATI,
(A) after the occurrence of a Default or an Event of Default, or (B) at any time that any of the conditions precedent set forth in Article 8 have not been satisfied, to make Base Rate Loans to one or more of the Borrowers on behalf
of the Lenders which the Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the likelihood of, or maximize the amount of, repayment of
the Loans and other Obligations (other than Bank Product Obligations) (including to provide cash collateral for outstanding Letters of Credit to the extent not otherwise Fully Supported by the Borrowers in accordance with Section 1.3(b)
or (g)), or (3) to pay any other amount chargeable to any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 14.7 (any of such advances are herein referred to as
“Agent Advances”); provided, that (A) the aggregate amount of Agent Advances shall not exceed 10% of the Borrowing Base on the date any Agent Advance is made, (B) at no time shall the aggregate amount of Agent
Advances plus Aggregate Outstandings exceed the Total Facility Amount, and (C) the Required Lenders may at any time revoke the Agent’s authorization to make Agent Advances. Any such revocation must be in writing and shall become
effective prospectively upon the Agent’s receipt thereof. 
 (ii) As of the date of any Agent Advance made hereunder, the
Agent shall have made arrangements with the Borrowers intended to eliminate or repay such Agent Advance within a reasonable time thereafter but in no event later than sixty (60) days following the date such Agent Advance is made. 

  
 4 








 (iii) The Agent Advances shall be secured by the Agent’s Liens in and to the
Collateral and shall constitute Base Rate Loans and Obligations hereunder. 
 (iv) Each Lender shall automatically be deemed to
have irrevocably and unconditionally purchased, without recourse or warranty, a participation in each Agent Advance when made based on such Lender’s Pro Rata Share, 
 1.3 Letters of Credit. 
 (a) Agreement to Issue or Cause To Issue.
Subject to the terms and conditions of this Agreement and the applicable Issuing Bank Agreement, upon request of any Borrower a Letter of Credit Issuer will issue for the account of any Borrower one or more Letters of Credit. 

(b) Amounts; Outside Expiration Date; Automatic Renewal. No Letter of Credit Issuer shall have any obligation to issue any Letter
of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all
commissions, fees, and charges due from such Borrower in connection with the opening thereof would exceed Availability at such time; (iii) such Letter of Credit has an expiration date less than four (4) Business Days prior to the Stated
Termination Date or more than 12 months from the date of issuance for Standby Letters of Credit and 180 days (subject to extension for a maximum period of sixty (60) days) for Commercial Letters of Credit; or (iv) any applicable condition
precedent in Article 8 has not been satisfied. If Letter of Credit Outstandings at any time exceed the lesser of the Borrowing Base or the Letter of Credit Subfacility, the Borrowers shall immediately upon notice cause Letters of Credit to be
Fully Supported in the amount of such excess to be held by the Agent until such time that no such excess amount exists. 
 The
Letter of Credit Issuers and the Lenders agree that, while a Standby Letter of Credit is outstanding and prior to the Termination Date, at the option of the applicable Borrower and upon the written request of the applicable Borrower received by the
applicable Letter of Credit Issuer at least five (5) days (or such shorter time as such Letter of Credit Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, such Letter of
Credit Issuer shall be entitled to authorize the automatic renewal of any Standby Letter of Credit issued by it so long as, immediately after the renewal thereof, the aggregate amount of Letter of Credit Outstandings does not exceed the Letter of
Credit Subfacility and Aggregate Outstandings do not exceed the lesser of the Total Facility Amount or the Borrowing Base. Each such request for renewal of a Letter of Credit shall specify in form and detail satisfactory to the applicable Letter of
Credit Issuer (i) the Letter of Credit to be renewed, (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day), (iii) the revised expiry date of the Letter of Credit, and (iv) such
other matters as such Letter of Credit Issuer may require. No Letter of Credit Issuer shall so renew any Letter of Credit if (A) such Letter of Credit Issuer has actual knowledge that it would have no obligation at such time to issue or amend a
Letter of Credit under the terms of Section 1.3(b) or (c) or Section 8.2, or (B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. 

  
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 (c) Other Conditions. In addition to conditions precedent contained in Article
8, the obligation of any Letter of Credit Issuer to issue any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to such Letter of Credit Issuer and the Agent: 

(i) The applicable Borrower shall have delivered to the applicable Letter of Credit Issuer, at such times and in such manner as such
Letter of Credit Issuer may prescribe, an application in form and substance reasonably satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the Agent for the issuance of the Letter of Credit and such other documents as may be
required pursuant to the terms thereof, and the form and terms of the proposed Letter of Credit shall be reasonably satisfactory to the Agent and such Letter of Credit Issuer; and 

(ii) As of the date of issuance, no order of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or
restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or
not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the
issuance of such Letters of Credit. 
 (d) Issuance of Letters of Credit. 

(i) Request for Issuance. The Borrower for whose account the Letter of Credit is to be issued must notify the Agent and the
applicable Letter of Credit Issuer of a requested Letter of Credit on or prior to the proposed issuance date. Such notice shall be irrevocable and must specify the original face amount of the Letter of Credit requested, the Business Day of issuance
of such requested Letter of Credit, whether such Letter of Credit may be drawn in a single or in partial draws, the Business Day on which the requested Letter of Credit is to expire, the purpose for which such Letter of Credit is to be issued, and
the beneficiary of the requested Letter of Credit. In the case of Standby Letters of Credit, the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder shall be delivered to the applicable Letter of Credit
Issuer on the date of such request. Such notice shall comply with any additional requirements as are set forth in the relevant Issuing Bank Agreement or as the relevant Letter of Credit Issuer may require. Such Borrower shall attach to such notice
the proposed form of the Letter of Credit. 
 (ii) Responsibilities of the Borrowers; Issuance. As of the requested
issuance date of the Letter of Credit, the requesting Borrower shall determine the amount of the Unused Letter of Credit Subfacility and Availability and that all conditions to the obligation of any Letter of Credit Issuer to issue a Letter of
Credit under Sections 1.3(b) and (c)  

  
 6 








 
and Section 8.2 have been satisfied. If (i) the face amount of the requested Letter of Credit is less than the Unused Letter of Credit Subfacility and (ii) the amount of
such requested Letter of Credit and all commissions, fees, and charges due from the requesting Borrower in connection with the opening thereof would not exceed Availability, such Borrower may apply to a Letter of Credit Issuer to issue the requested
Letter of Credit on the requested issuance date so long as the other conditions hereof and under the applicable Issuing Bank Agreement are met. 
 (e) Payments Pursuant to Letters of Credit. Not later than 3:00 p.m. on the Business Day of any payment made by a Letter of Credit Issuer in respect of a drawing under a Letter of Credit, the
Borrowers shall reimburse the applicable Letter of Credit Issuer for such draw under any Letter of Credit issued for the account of such Borrower and pay the applicable Letter of Credit Issuer the amount of all other charges and fees payable to such
Letter of Credit Issuer in connection with such Letter of Credit immediately when due, irrespective of any claim, setoff, defense or other right which such Borrower may have at any time against such Letter of Credit Issuer or any other Person;
provided, that such payment obligation may be discharged and replaced by a Revolving Loan incurred in accordance with the following sentence. Upon notice by a Borrower, or otherwise if not reimbursed by the Borrowers in accordance with the
foregoing sentence, the drawing under such Letter of Credit shall give rise to a Borrowing of a Base Rate Loan in the amount of such drawing; provided that if the conditions precedent set forth in Section 8.2 cannot be satisfied
as of such date, the Borrowers shall be deemed to have incurred from the applicable Letter of Credit Issuer an L/C Borrowing in the unreimbursed amount of each unreimbursed payment under such Letter of Credit, which L/C Borrowing shall be due and
payable on demand (together with interest). In any such event described in the proviso to the preceding sentence, each Lender’s payment to the Agent for the account of the applicable Letter of Credit Issuer pursuant to this
Section 1.3(e) shall be deemed to be a payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligations under this
Section 1.3. The Funding Date with respect to such borrowing shall be the date of such drawing. 
 (f)
Indemnification; Exoneration; Power of Attorney. 
 (i) Indemnification. In addition to amounts payable as
elsewhere provided in this Section 1.3, each Borrower agrees to protect, indemnify, pay and save the Lenders and the Agent harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses
(including reasonable attorneys’ fees) which any Lender or the Agent (other than the Agent or any Lender in its capacity as a Letter of Credit Issuer) may incur or be subject to as a consequence, direct or indirect, of the issuance of any
Letter of Credit for the account of such Borrower, except to the extent it is determined in a final, non-appealable judgment of a court of competent jurisdiction that such amounts arose as a direct result of the gross negligence or willful
misconduct of the Agent or such Lender. The Borrowers’ obligations under this Section shall survive payment of all other Obligations (other than Bank Product Obligations). 

(ii) Assumption of Risk by the Borrowers. As among the Borrowers, the Lenders, and the Agent, each Borrower assumes all risks of
the acts and 

  
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omissions of, or misuse of any of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Lenders (other than
the Agent or any Lender in its capacity as a Letter of Credit Issuer) and the Agent shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any Person in connection
with the application for and issuance of and presentation of drafts with respect to any of the Letters of Credit, even if it should prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any
reason; (C) the failure of the beneficiary of any Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (D) errors, omissions, interruptions, or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a
drawing under any Letter of Credit or of the proceeds thereof; (G) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; (H) any consequences arising from causes beyond
the control of the Lenders or the Agent, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or (I) a Letter of Credit Issuer’s honor
of a draw for which the draw or any certificate fails to comply in any respect with the terms of the Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any rights or powers of the Agent or any Lender under this
Section 1.3(f). 
 (iii) Exoneration. Without limiting the foregoing, no action or omission whatsoever by
Agent or any Lender (excluding the Agent or any Lender in its capacity as a Letter of Credit Issuer) shall result in any liability of Agent or any such Lender to any Borrower as of the result of or in connection with the issuance of any Letter of
Credit, or relieve any Borrower of any of its obligations hereunder to any such Person under any Letter of Credit; provided, however, that anything in this Agreement to the contrary notwithstanding, the Borrowers may have a claim
against the Agent or any Lender in its capacity as a Letter of Credit Issuer to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by a Borrower which were caused by the such Letter of
Credit issuer’s willful misconduct or gross negligence or such Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, any Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and no Letter of Credit Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 

  
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 (iv) Rights Against Letter of Credit Issuers. Nothing contained in this Agreement is
intended to limit or increase any Borrower’s rights, if any, with respect to a Letter of Credit Issuer which arise as a result of the Issuing Bank Agreement, the letter of credit application and related documents executed by and between such
Borrower and a Letter of Credit Issuer. 
 (v) Account Party. Each Borrower hereby authorizes and directs any Letter of
Credit Issuer to name such Borrower as the “account party” in a Letter of Credit requested by such Borrower and to deliver to the Agent all instruments, documents and other writings and property received by such Letter of Credit Issuer
pursuant to the Letter of Credit, and to accept and rely upon the Agent’s instructions and agreements with respect to compliance with all matters relating to this Agreement arising in connection with the Letter of Credit or the application
therefor. 
 (g) Support of Letters of Credit. If, notwithstanding the provisions of Section 1.3(b) and
Section 10.1, any Letter of Credit is outstanding 30 days prior to the termination of this Agreement, or upon such termination of this Agreement, then each applicable Borrower shall cause such Letter of Credit to be Fully Supported.

 (h) Letter of Credit Reporting. Each Letter of Credit Issuer shall notify the Agent and the Agent shall notify the
Lenders on the first Business Day of each week of the total face amount of all of the Letters of Credit issued by it during the preceding week; provided however, the failure of any Letter of Credit Issuer or the Agent to deliver such notice shall
not affect the obligations of the Lenders under Section 12.16. 
 1.4 Bank Products. Each Borrower may
request and the Bank, the Bank’s Affiliates and each other Lender may, in its sole and absolute discretion, arrange for such Borrower to obtain from the Bank, its Affiliates or such Lender Bank Products, although the Borrower is not required to
do so. If Bank Products are provided by an Affiliate of the Bank to a Borrower, the Borrowers, jointly and severally, agree to indemnify and hold harmless the Agent, the Bank and the other Lenders from any and all costs and obligations now or
hereafter incurred by the Agent, the Bank or any of the Lenders which arise from any indemnity (which shall not extend to gross negligence or willful misconduct of such Affiliates) given by the Bank to its Affiliates related to such Bank Products;
provided, however, nothing contained in this Section 1.4 is intended to limit any Borrower’s rights with respect to any Lender, the Bank or its Affiliates, if any, which arise as a result of the execution of documents
by and between such Borrower and a Lender or the Bank or its Affiliates which relate to Bank Products and to the extent the terms of indemnity of such documents are different from the terms of indemnity set forth above, the terms of such documents
shall control; and provided further, that nothing contained in this Section 1.4 is intended to obligate any Lender, the Bank or its Affiliates or any Borrower to provide any indemnity in connection with any Bank Products
other than the indemnity of the Borrowers specifically provided for above. The agreement contained in this Section shall survive termination of this Agreement. Each Borrower acknowledges and agrees that the obtaining of Bank Products from a Lender,
the Bank or the Bank’s Affiliates (a) is in the sole and absolute discretion of such Lender, the Bank or the Bank’s Affiliates, and (b) is subject to all rules and regulations of such Lender, the Bank or the Bank’s
Affiliates. 

  
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 1.5 Increase in Commitments 

(a) Provided no Default or Event of Default exists, upon written notice to the Agent (which shall promptly notify the Lenders), the
Borrowers may from time to time, request an increase in the Facility and the aggregate Commitments hereunder by an amount (for all such requests that are satisfied) not exceeding $100,000,000. Such notice shall specify the time period within which
each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Agent within such time period whether or not it agrees to
increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its
Commitment. No Lender declining to increase its Commitment in connection with such a request shall be entitled to fees, if any, paid in connection with such Commitment increase. The Agent shall notify the Borrowers and each Lender of the
Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance
acceptable to the Agent and subject to a $5,000,000 minimum Commitment amount for each such Eligible Assignee. Any increase in the aggregate Commitments may require the agreement of the Borrowers to pay additional arrangement, upfront and/or
Agent’s fees to the Agent or the Lenders, as applicable, and may require a proportionate increase in all Liquidity and Availability thresholds hereunder, including, without limitation, the Availability threshold for the Applicable Margin and
the Liquidity thresholds for reporting requirements, covenant limitations and cash dominion triggers under the Blocked Account Agreement. 
 (b) If the aggregate Commitments are increased in accordance with this Section, the Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the
final allocation of such increase. The Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrowers shall deliver to the
Agent a certificate of each Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit
Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties made to the Agent, the Letter of Credit Issuers
or the Lenders by any Credit Party contained in Article 6 and the other Loan Documents are true and correct on and as of the Extension Effective Date, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 1.5, the representations and warranties contained in subsection (a) of Section 6.6 shall be
deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), of Section 5.2, and (B) no Default or Event of 

  
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Default exists. On the Increase Effective Date, Schedule 1.1 shall be deemed to be deleted in its entirety and replaced with a new Schedule 1.1 reflecting the increased Commitments.
The respective Lenders shall fund and/or be pre-paid, as applicable, any Loans outstanding on the Increase Effective Date (and the Borrowers shall pay any additional amounts required pursuant to Section 4.4) to the extent necessary to
keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any non-ratable increase in the Commitments under this Section. 
 (c) This Section shall supersede any provisions in Sections 11.1 or Section 12.11(b) to the contrary. 
 ARTICLE 2 
 INTEREST AND FEES 

2.1 Interest. 
 (a) Interest Rates. Except as otherwise provided herein, all outstanding Obligations (other than Bank Product Obligations) shall bear interest on the unpaid principal amount thereof (including, to
the extent permitted by law, on interest thereon not paid when due) from the date made (or due, in the case of Obligations other than Revolving Loans) until paid in full in cash at a rate determined by reference to the Base Rate or the LIBOR Rate
plus the Applicable Margins as set forth below, but not to exceed the Maximum Rate. If at any time Loans are outstanding with respect to which the applicable Borrower has not delivered to the Agent a notice specifying the basis for
determining the interest rate applicable thereto in accordance herewith, those Loans shall bear interest at a rate determined by reference to the Base Rate until notice to the contrary has been given to the Agent in accordance with this Agreement
and such notice has become effective. Except as otherwise provided herein, the outstanding Obligations (other than Bank Product Obligations) shall bear interest as follows: 
 (i) For all Base Rate Loans, at a fluctuating per annum rate equal to the applicable Base Rate plus the Applicable Margin; and 

(ii) For all LIBOR Loans at a per annum rate equal to the LIBOR Rate plus the Applicable Margin. 

Each change in the Base Rate shall be reflected in the interest rate applicable to Base Rate Loans as of the effective date of such change. All interest
charges shall be computed on the basis of a year of 365 or 366 days, as applicable, and actual days elapsed. 
 (b) Payment
of Interest. The Borrowers shall pay to the Agent, for the ratable benefit of Lenders, interest accrued on all Base Rate Loans in arrears on the first day of each month hereafter and on the Termination Date. The Borrowers shall pay to the Agent,
for the ratable benefit of Lenders, interest on all LIBOR Loans in arrears on each applicable LIBOR Interest Payment Date. 

  
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 (c) Default Rate. Notwithstanding the rates of interest specified in
Section 2.1(a) and the payment dates specified in Section 2.1(b), effective at the direction of the Agent after the occurrence of any Event of Default or after acceleration of maturity pursuant to Section 9.2(a)
and for so long thereafter as any such Event of Default or acceleration shall be continuing, the principal balance of all Obligations (other than Bank Product Obligations) then due and payable (including all amounts due and payable pursuant to
Section 9.2(a)), shall bear interest payable upon demand at the applicable Default Rate. 
 2.2 Continuation and
Conversion Elections. 
 (a) Each Borrower may, except to the extent an Event of Default has occurred and is continuing:

 (i) elect, as of any Business Day, in the case of Base Rate Loans to convert any Base Rate Loans (or any part thereof in an
amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into LIBOR Loans; or 

(ii) elect, as of the last day of the applicable Interest Period, to continue any LIBOR Loans having Interest Periods expiring on such
day (or any part thereof in an amount not less than $1,000,000, or that is in an integral multiple of $1,000,000 in excess thereof); 

provided, that if at any time the aggregate amount of LIBOR Loans in respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $1,000,000, such LIBOR Loans shall automatically convert into Base Rate Loans; provided further that if the notice shall fail to specify the duration of the Interest Period, such Interest Period shall be
one month. 
 (b) The applicable Borrower shall deliver a notice of continuation/conversion (“Notice of
Continuation/Conversion”) to the Agent not later than 12:00 noon (New York City time) at least three (3) Business Days in advance of the Continuation/Conversion Date, if the Loans are to be converted into or continued as LIBOR Loans
and specifying: 
 (i) the proposed Continuation/Conversion Date; 

(ii) the aggregate amount of Loans to be converted or renewed; 
 (iii) the type of Loans resulting from the proposed conversion or continuation; and 
 (iv) the duration of the requested Interest Period, provided, however, such Borrower may not select an Interest Period that ends after the Stated Termination Date. 

  
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 (c) If upon the expiration of any Interest Period applicable to any LIBOR Loans, the
applicable Borrower has failed to select timely a new Interest Period to be applicable to such LIBOR Loans and no Event of Default has occurred and is continuing, such Borrower shall be deemed to have elected to convert such LIBOR Loans into LIBOR
Loans having a one-month Interest Period effective as of the expiration date of such Interest Period. At any time during the continuation of an Event of Default, each Borrower shall be deemed to have elected to convert all LIBOR Loans into Base Rate
Loans effective as of the expiration date of their respective Interest Periods. 
 (d) The Agent will promptly notify each
Lender of its receipt of a Notice of Continuation/Conversion. All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each
Lender. 
 (e) There may not be more than five (5) different LIBOR Loans in effect hereunder at any time. 

2.3 Maximum Interest Rate. In no event shall any interest rate provided for hereunder exceed the maximum rate legally chargeable
by any Lender under applicable Requirements of Law for such Lender with respect to loans of the type provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent such limitation, would have exceeded the
Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as
the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations (other than Bank Product Obligations),
the total amount of interest paid or accrued under the terms of this Agreement is less than the total amount of interest which would, but for this Section 2.3, have been paid or accrued if the interest rate otherwise set forth in this
Agreement had at all times been in effect, then such Borrower shall, to the extent permitted by applicable law, pay the Agent, for the account of the Lenders, an amount equal to the excess of (a) the lesser of (i) the amount of interest
which would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over
(b) the amount of interest actually paid or accrued under this Agreement. If a court of competent jurisdiction determines that the Agent and/or any Lender has received interest and other charges hereunder in excess of the Maximum Rate, such
excess shall be deemed received on account of, and shall automatically be applied to reduce, the Obligations (other than Bank Product Obligations) other than interest, and if there are no Obligations (other than Bank Product Obligations)
outstanding, the Agent and/or such Lender shall refund to such Borrower such excess. 
 2.4 Fees. The Borrowers agree,
jointly and severally, to pay the Agent the fees payable as set forth in the fee letter dated March 26, 2008, between the Agent and ATI (the “Fee Letter”). 

  
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 2.5 Unused Line Fee. On the first day of each month and on the Termination Date the
Borrowers agree, jointly and severally, to pay to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the “Unused Line Fee”) equal to the Applicable Margin for the
Unused Line Fee times the amount by which the Total Facility Amount exceeded the sum of the average daily outstanding amount of Revolving Loans and the average daily undrawn face amount of outstanding Letters of Credit, during the immediately
preceding month or shorter period if calculated for the first month hereafter or on the Termination Date. The Unused Line Fee shall be computed on the basis of a year of 365 or 366 days, as applicable, for the actual number of days elapsed. All
principal payments received by the Agent shall be deemed to be credited to the applicable Borrower’s Loan Account immediately upon receipt for purposes of calculating the Unused Line Fee pursuant to this Section 2.5. 

2.6 Letter of Credit Fee. The Borrowers, jointly and severally, agree (a) to pay to the Agent, for the account of the
Lenders, in accordance with their respective Pro Rata Shares, (i) for each Commercial Letter of Credit issued for the account of such Borrower, a fee (the “Commercial Letter of Credit Fee”) at a per annum rate equal to the
Applicable Margin for the Commercial Letter of Credit Fee multiplied by the average daily undrawn amount available to be drawn on such Commercial Letter of Credit during the immediately preceding month and (ii) for each Standby Letter of Credit
issued for the account of such Borrower, a fee (the “Standby Letter of Credit Fee”) at a per annum rate equal to the Applicable Margin for LIBOR Loans multiplied by the average daily undrawn amount available to be drawn on such
Standby Letter of Credit during the immediately preceding month, (b) to pay to the applicable Letter of Credit Issuer a fronting fee (the “Fronting Fee”) of one-eighth of one percent (.125%) of the undrawn face amount of each
Letter of Credit issued for the account of such Borrower, and (c) to pay to the applicable Letter of Credit Issuer, such out-of-pocket costs, fees and expenses incurred by each Letter of Credit Issuer in connection with the application for,
processing of, issuance of, or amendment to any Letter of Credit issued for the account of such Borrower, as the applicable Letter of Credit Issuer and such Borrower shall agree upon, but which costs, fees and expenses shall not include the Fronting
Fee. The Commercial Letter of Credit Fee and the Standby Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which such a Letter of Credit is outstanding and on the Termination Date. The
Fronting Fee shall be payable on each date of issuance or renewal (automatic or otherwise) of each Letter of Credit. All fees described in this Section 2.6 shall be computed on the basis of a year of 365 or 366 days, as applicable, for
the actual number of days elapsed. 
 ARTICLE 3 
 PAYMENTS AND PREPAYMENTS 
 3.1 Revolving Loans. The Borrowers shall
repay the outstanding principal balance of the Revolving Loans made to them, plus all accrued but unpaid interest thereon, on the Termination Date. Any Borrower may prepay Revolving Loans at any time, and reborrow subject to the terms of this
Agreement. In addition, and without limiting the generality of the foregoing, upon demand by the Agent the Borrowers shall pay to the Agent, for account of the Lenders, the amount, without duplication, by which the Aggregate Outstandings exceeds the
lesser of the Borrowing Base or the Total Facility Amount. 

  
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 3.2 Termination of Facility. The Borrowers may terminate this Agreement upon at least
five (5) Business Days’ notice to the Agent and the Lenders, upon (a) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit
or such Letters of Credit being Fully Supported, (b) the payment in full in cash of all reimbursable expenses and other Obligations, and (c) with respect to any LIBOR Loans prepaid, payment of the amounts due under Section 4.4,
if any, in each case on or prior to the Termination Date. 
 3.3 Payments by the Borrowers. 

(a) All payments to be made by the Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly
provided herein, all payments by the Borrowers shall be made to the Agent for the account of the Lenders, at the account designated by the Agent and shall be made in Dollars and in immediately available funds, no later than 12:00 noon (New York City
time) on the date specified herein. Any payment received by the Agent after such time shall be deemed (for purposes of calculating interest only) to have been received on the following Business Day and any applicable interest shall continue to
accrue. 
 (b) Subject to the provisions set forth in the definition of “Interest Period”, whenever any payment is
due on a day other than a Business Day, such payment shall be due on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. 

(c) If any LIBOR Loans are repaid prior to the expiration date of the Interest Period applicable thereto, the Borrowers shall pay to the
Lenders the amounts described in Section 4.4. 
 3.4 Payments as Revolving Loans. At the election of Agent,
all payments of principal, interest, reimbursement obligations in connection with Letters of Credit, fees, premiums, reimbursable expenses and other sums payable hereunder that are due but have not been paid by the Borrowers at the date and time
specified herein, may be paid from the proceeds of Revolving Loans made hereunder. Each Borrower hereby irrevocably authorizes the Agent to charge the Loan Account of such Borrower for the purpose of paying all amounts from time to time due
hereunder in respect of principal, interest or fees (or, during the continuance of an Event of Default, all other Obligations (other than Bank Product Obligations)) and agrees that all such amounts charged shall constitute Revolving Loans.

 3.5 Apportionment, Application and Reversal of Payments. 

(a) Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the
Loans to which such payments 

  
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relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuers and
except as provided in Section 11.1(b). 
 (b) After the occurrence of an Event of Default and the exercise of any
of the remedies provided for in Section 9.2(a)(v), (vi), (vii) or (viii) or 9.2(b) (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have been required to be
Fully Supported), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: first, to pay any fees, indemnities or expense reimbursements then due to the Agent; second, to
pay interest and principal due to the Bank in respect of all Non-Ratable Loans; third, to pay all fees, expenses and indemnities due to the Letter of Credit Issuers in respect of Letters of Credit; fourth, to pay any Obligations
constituting fees due to the Lenders (other than fees relating to Bank Products); fifth, to pay interest due in respect of all Loans (other than Non-Ratable Loans); sixth, to pay or prepay principal of all Loans (other than Non-Ratable
Loans) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to the Agent equal to all Letter of Credit Outstandings to be held as cash collateral for such Obligations; and seventh, to the
payment of any other Obligation due to the Agent, any Letter of Credit Issuer, any Lender or any Affiliate of the Bank (including any Obligations arising under Bank Products). 

(c) Amounts distributed with respect to any Bank Product Obligations shall be the lesser of the applicable Bank Product Amount last
reported to Agent or the actual Bank Product Amount as calculated by the methodology reported to Agent for determining the amount due. The Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Products,
but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender. In the absence of such notice, the Agent may assume the amount to be distributed is the Bank Product Amount last reported to
it. 
 (d) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless
an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Loan, or
(b) in the event, and only to the extent, that there are no outstanding Base Rate Loans. 
 The Agent and the Lenders shall have the
continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations in accordance with the first sentence of Section 3.5(b). The allocations set forth in
Section 3.5(b) are solely to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent of any Credit Party; provided that all such amounts received
by the Agent shall be (i) credited upon receipt to the Loan Account and applied towards payment of Obligations hereunder and (ii) shall not be applied to the payment of Bank Product Obligations prior to the payment in full of all other
amounts specified in clauses first through sixth of Section 3.5(b). 

  
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 3.6 Indemnity for Returned Payments. If after receipt of any payment which is applied
to the payment of all or any part of the Obligations, the Agent, any Lender, any Letter of Credit Issuer, the Bank or any Affiliate of the Bank (each an “Affected Payee”) is for any reason compelled to surrender such payment or
proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason,
then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Affected Payee and the applicable Borrower or
Borrowers shall be liable to pay to the Affected Payee, and hereby does indemnify the Affected Payee and holds harmless the Affected Payee, for the amount of such payment or proceeds surrendered. The provisions of this Section 3.9 shall
be and remain effective notwithstanding any contrary action which may have been taken by the Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Affected
Payee’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.9 shall survive the termination of
this Agreement. 
 3.7 Agent’s and Lenders’ Books and Records; Monthly Statements. The Agent shall record the
principal amount of the Loans owing to each Lender, the undrawn face amount of all outstanding Letters of Credit and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit from time to time on its
books. In addition, each Lender may note the date and amount of each payment or prepayment of principal of such Lender’s Loans in its books and records. Failure by Agent or any Lender to make such notation shall not affect the obligations of
the Borrowers with respect to the Loans or the Letters of Credit. Each Borrower agrees that the Agent’s and each Lender’s books and records showing the Obligations and the transactions pursuant to this Agreement and the other Loan
Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof (absent manifest error), irrespective of whether any Obligation is also evidenced by a promissory note or other
instrument. The Agent will provide to ATI, on behalf of the Borrowers, a monthly statement of Loans, payments, and other transactions pursuant to this Agreement. Such statement shall be deemed presumptively correct, accurate, and binding on the
Borrowers and an account stated (except for reversals and reapplications of payments made as provided in Section 3.5 and corrections of errors discovered by the Agent), unless the Borrowers (or ATI on their behalf) notify the Agent in
writing to the contrary within thirty (30) days after such statement is rendered. In the event a timely written notice of objections is given by a Borrower (or ATI on behalf of such Borrower), only the items to which exception is expressly made
will be considered to be disputed by such Borrower. 

  
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 ARTICLE 4 
 TAXES, YIELD PROTECTION AND ILLEGALITY 
 4.1 Taxes. 

(a) Payments Free of Taxes. Any and all payments made to the Agent, the Letter of Credit Issuers or any Lender by or on account of
any obligation of the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes, provided that if any Borrower shall be required by
applicable Requirements of Law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Agent, a Lender or a Letter of Credit Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such
deductions and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Requirements of Law. 
 (b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable Requirements of Law. 
 (c) Indemnification by the Borrowers. The Borrowers shall indemnify
the Agent, each Lender and each Letter of Credit Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) paid by the Agent, such Lender or such Letter of Credit Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability and in reasonable detail the basis and calculation of such amounts, delivered to any
Borrower by a Lender or a Letter of Credit Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender or a Letter of Credit Issuer, shall be conclusive absent manifest error. 

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a
Governmental Authority, the Borrowers shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Agent. 
 (e) Status of Lenders and Letter of Credit Issuers. Any Lender or
Letter of Credit Issuer that is entitled to an exemption from or reduction of withholding tax under the Requirements of Law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party,
with respect to payments hereunder or under any other Loan Document shall deliver to the applicable Borrower (with a copy to the Agent), at the time or times prescribed by applicable Requirements of Law or reasonably requested by such Borrower or
the Agent, such properly completed and executed documentation prescribed by applicable Requirements of Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender or Letter of Credit
Issuer, if requested by such Borrower or the Agent, shall deliver such other documentation prescribed by 

  
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applicable Requirements of Law or reasonably requested by such Borrower or the Agent as will enable such Borrower or the Agent to determine whether or not such Lender or Letter of Credit Issuer
is subject to backup withholding or information reporting requirements. 
 Without limiting the generality of the foregoing, any
Foreign Lender or Foreign Letter of Credit Issuer shall deliver to the applicable Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which, in the case of a Foreign Lender, such
Foreign Lender becomes a Lender under this Agreement, or, in the case of a Foreign Letter of Credit Issuer, such Foreign Letter of Credit Issuer becomes a Letter of Credit Issuer under this Agreement, (and from time to time thereafter upon the
request of such Borrower or the Agent, but only if such Foreign Lender or Foreign Letter of Credit Issuer is legally entitled to do so), whichever of the following is applicable: 

(i) duly completed and executed copies of Internal Revenue Service Form W-8BEN, or any successor form, and any required attachments
thereto, claiming eligibility for benefits of an income tax treaty to which the United States is a party, 
 (ii) duly completed
and executed copies of Internal Revenue Service Form W-8ECI, or any successor form, and any required attachments thereto, 

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code,
(x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the applicable Borrower within the meaning of
section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed and executed copies of Internal Revenue Service Form W-8BEN, or any successor form,
and any required attachments thereto, or 
 (iv) any other documentation prescribed by the U.S. law as a basis for claiming
exemption from or a reduction in United States Federal withholding tax duly completed and executed together with such supplementary documentation as may be prescribed by the U.S. law to permit the applicable Borrower to determine the withholding or
deduction required to be made. 
 Without limiting the generality of this Section 4.1(e), any Lender that is not a
Foreign Lender or any Letter of Credit Issuer that is not a Foreign Letter of Credit Issuer shall complete and deliver to the applicable Borrower and the Agent (in such number of copies as shall be requested by the recipient) a statement signed by
an authorized signatory of the Lender or the Letter of Credit Issuer to the effect that it is a United States person, for U.S. federal income tax purposes, together with duly completed and executed copies of Internal Revenue Service Form W-9, or
successor form, and any required attachments thereto, establishing that the Lender or the Letter of Credit Issuer is not subject to U.S. backup withholding tax. 
 (f) Mitigation. Each Lender and Letter of Credit Issuer shall use reasonable efforts (in the case of a Lender, including reasonable efforts to change its applicable


  
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Lending Office) to avoid the imposition of any Indemnified Taxes or Other Taxes; provided, however, that such efforts would not subject such Lender or Letter of Credit Issuer to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or Letter of Credit Issuer. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Letter of Credit Issuer in connection
with such mitigation efforts. 
 (g) Treatment of Certain Refunds. If the Agent, any Lender or any Letter of Credit
Issuer determines, in its sole discretion, that it is entitled to receive a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which any Borrower has paid additional amounts pursuant to this
Section 4.1, it shall use reasonable best efforts to obtain such refund and upon receipt of any such refund shall promptly pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrowers under this Section 4.1 with respect to the Taxes or Other Taxes giving rise to such refund, plus any interest included in such refund by the relevant Governmental Authority attributable thereto),
net of all reasonable out-of-pocket expenses of the Agent, such Lender or such Letter of Credit Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund),
provided that the Borrowers, upon the request of the Agent, such Lender or such Letter of Credit Issuer, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Agent, such Lender or such Letter of Credit Issuer in the event the Agent, such Lender or such Letter of Credit Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be
construed to require the Agent, any Lender or such Letter of Credit Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person. 

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

  
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 4.3 Inability to Determine Rates. If the Required Lenders determine that for any
reason in connection with any request for a LIBOR Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of
such LIBOR Loan, (b) adequate and reasonable means do not exist for determining the Offshore Base Rate for any requested Interest Period with respect to a proposed LIBOR Loan, or (c) that the Offshore Base Rate for any requested Interest
Period with respect to a proposed LIBOR Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or
maintain LIBOR Loans shall be suspended until the Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation
of LIBOR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 
 4.4 Increased Costs. 
 (a) Increased Costs Generally. If any Change
in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or any Letter of Credit Issuer; 

(ii) subject any Lender or any Letter of Credit Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender or such Letter of Credit Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by
Section 4.1 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such Letter of Credit Issuer); or 
 (iii) impose on any Lender or any Letter of Credit Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of
Credit or participation therein; 
 and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining
any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such Letter of Credit Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such Letter of Credit Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender or such Letter of Credit Issuer, the Borrowers will pay to such Lender or such Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such Letter of Credit Issuer, as the case may be,
for such additional costs incurred or reduction suffered. 

  
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 (b) Capital Requirements. If any Lender or any Letter of Credit Issuer determines
that any Change in Law affecting such Lender or such Letter of Credit Issuer or any Lending Office of such Lender or such Lender’s or such Letter of Credit Issuer’s holding company, if any, regarding capital requirements has or would have
the effect of reducing the rate of return on such Lender’s or such Letter of Credit Issuer’s capital or on the capital of such Lender’s or such Letter of Credit Issuer’s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Letter of Credit Issuer, to a level below that which such Lender or such Letter of
Credit Issuer or such Lender’s or such Letter of Credit Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Letter of Credit Issuer’s policies and the policies
of such Lender’s or such Letter of Credit Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or such Letter of Credit Issuer, as the case may be, such additional amount
or amounts as will compensate such Lender or such Letter of Credit Issuer or such Lender’s or such Letter of Credit Issuer’s holding company for any such reduction suffered. 

(c) Certificates for Reimbursement. A certificate of a Lender or any Letter of Credit Issuer setting forth the amount or amounts
necessary to compensate such Lender or such Letter of Credit Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error.
The Borrowers shall pay such Lender or such Letter of Credit Issuer, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof. 
 (d) Delay in Requests. Failure or delay on the part of any Lender or such Letter of Credit Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender’s or such Letter of Credit Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or such Letter of Credit Issuer pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that such Lender or such Letter of Credit Issuer, as the case may be, notifies the Borrowers of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Letter of Credit Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). 
 4.5 Compensation for Losses. Upon demand of any Lender (with a copy to the Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any
loss, cost or expense incurred by it as a result of: 
 (a) any conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

  
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 (b) any failure by the Borrowers (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrowers; or 
 (c) any assignment of a LIBOR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrowers pursuant to Section 4.8; 

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to
terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. 
 For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 4.5, each Lender shall be deemed to have funded each LIBOR Loan made by it at the LIBOR Rate for
such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Loan was in fact so funded. 

4.6 Mitigation Obligations. If any Lender requests compensation under Section 4.4, or if any Lender gives a notice pursuant
to Section 4.2, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
Affiliates, provided that it would be an Eligible Assignee, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 4.4, as the case may be, in the
future, or eliminate the need for the notice pursuant to Section 4.2, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.
The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 4.7 Survival. All of the Borrowers’ obligations under this Article 4 shall survive termination of the Commitments and repayment of all other Obligations (other than Bank Product
Obligations) hereunder. 
 4.8 Replacement of Lenders. (a) If and with respect to each occasion that a Lender other
than the Agent either makes a demand for compensation pursuant to Sections 4.1 or 4.4 or is unable to fund LIBOR Loans pursuant to Section 4.2 or such Lender is a Defaulting Lender, the Borrowers may, upon at least five
(5) Business Days’ prior irrevocable written notice to each of such Lender and Agent, in whole permanently replace the Commitment of such Lender; provided that (i) no Event of Default has occurred and is continuing at the time of such
proposed replacement of the Commitment of such Lender, and (ii) the Borrowers shall replace such Commitment with the Commitment of a financial institution reasonably satisfactory to Agent (and such consent of the Agent shall not be unreasonably
withheld or delayed). Such replacement Lender shall upon the effective date of replacement purchase the Loans owed to such replaced Lender for the aggregate amount thereof and shall thereupon for all purposes


  
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become a “Lender” hereunder. Such notice from the Borrowers shall specify an effective date for the replacement of such Lender’s Commitment, which date shall not be later than the
thirtieth (30th) day after the day such notice is
given. On the effective date of any replacement of such Lender’s Commitment pursuant to this Section 4.8, the Borrowers shall pay to Agent for the account of such Lender (a) any fees due to such Lender to the date of such
replacement; (b) accrued interest on the principal amount of outstanding Loans held by such Lender to the date of such replacement, and (c) the amount or amounts requested by such Lender pursuant to Article 4. On or before the
effective date for the replacement of such Lender’s Commitment, the Borrowers will cause any Letter of Credit issued by such replaced Lender to be terminated or transferred to the replacement Lender or to another Lender. Upon the effective date
of repayment of any Lender’s Loans, the termination or transfer of such Lender’s Letters of Credit and termination of such Lender’s Commitment pursuant to this Section 4.8, such Lender shall cease to be a Lender hereunder.
No such termination of any such Lender’s Commitment and the purchase of such Lender’s Loans and termination or transfer of such Lender’s Letters of Credit pursuant to this Section 4.8 shall affect (i) any liability or
obligation of the Borrowers or any other Lender to such terminated Lender which accrued on or prior to the date of such termination or which by the terms of this Agreement expressly survive termination hereof or (ii) such terminated
Lender’s rights hereunder in respect of any such liability or obligation. 
 ARTICLE 5 

BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES 
 5.1 Books and Records. Each Borrower shall, and shall cause its Subsidiaries to, maintain, at all times, correct and complete books, records and accounts in which complete, correct and timely
entries are made of its transactions in accordance with GAAP applied consistently with the audited Financial Statements required to be delivered pursuant to Section 5.2(a). Each Borrower shall, and shall cause its Subsidiaries to, by
means of appropriate entries, reflect in such accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper provision for depreciation and amortization of property and bad debts, all in accordance with GAAP. Each
Borrower shall, and shall cause its Restricted Subsidiaries to, maintain at all times books and records pertaining to the Collateral in such detail, form and scope as the Agent shall reasonably require, including, but not limited to, records of
(a) all payments received and all credits and extensions granted with respect to the Accounts; (b) the return, rejection, repossession, stoppage in transit, loss, damage, or destruction of any Inventory; and (c) all other dealings
affecting the Collateral. 
 5.2 Financial Information. Each Borrower will furnish to the Agent, in sufficient copies for
distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall reasonably request, the following: 

(a) As soon as available, but in any event not later than ninety (90) days after the close of each Fiscal Year, a consolidated
audited balance sheet, income statement, cash flow statement and statement of change in stockholders’ equity for the Parent and its consolidated Subsidiaries for such Fiscal Year, and the accompanying notes thereto, setting forth in each case
in comparative form figures for the previous Fiscal Year, all in reasonable detail, 

  
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fairly presenting the financial position and the results of operations of the Parent and its consolidated Subsidiaries as at the date thereof and for the Fiscal Year then ended, and prepared in
accordance with GAAP. Such statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect of
independent certified public accountants selected by the Borrowers and reasonably satisfactory to the Agent. Each Borrower hereby authorizes the Agent to communicate directly with its certified public accountants and, by this provision, authorizes
those accountants to disclose to the Agent any and all financial statements and other supporting financial documents and schedules relating to such Borrower and to discuss directly with the Agent the finances and affairs of such Borrower; provided,
however, the Agent shall give ATI not less than five (5) days prior written notice of any such communication, disclosure or discussion and nothing in this Section 5.2(a) shall limit the right of any of the Borrowers to be present
during any such discussions. 
 (b) As soon as available, but in any event not later than forty-five (45) days after the
end of each fiscal quarter (other than the last fiscal quarter of any Fiscal Year), a consolidated unaudited balance sheet as of the end of such period, income statement and cash flow statement for the Parent and its consolidated Subsidiaries for
such fiscal quarter and for the period from the beginning of the Fiscal Year to the end of such fiscal quarter, all in reasonable detail, fairly presenting the financial position and results of operations of the Parent and its consolidated
Subsidiaries as at the date thereof and for such periods, and in each case in comparative form, figures for the corresponding period in the prior Fiscal Year, and prepared in accordance with GAAP applied consistently with the audited Financial
Statements required to be delivered pursuant to Section 5.2(a) (subject to normal year-end adjustments), together with a report identifying all Unrestricted Subsidiaries; provided, however, if Liquidity shall be less than
$50,000,000 at any time, the Financial Statements described in this Section 5.2(b) shall thereafter (until Liquidity is more than $50,000,000 for 90 consecutive days) be provided monthly no later than 30 days after the end of each month
and be prepared on a monthly basis. Each Borrower shall certify by a certificate signed by a Responsible Officer that all such statements have been prepared in accordance with GAAP and present fairly the consolidated financial position of the Parent
and its consolidated Subsidiaries as at the dates thereof and results of operations for the periods then ended, subject to normal year-end adjustments. 
 (c) Within forty-five (45) days after the end of each fiscal quarter, a certificate of a Responsible Officer of ATI in the form of Exhibit A hereto setting forth in reasonable detail the
calculations required to establish that the Borrowers were in compliance with the applicable covenants set forth therein at the end of such fiscal quarter, and stating that, except as explained in reasonable detail in such certificate, (i) all
of the representations and warranties of the Borrowers contained in this Agreement and the other principal Loan Documents are correct and complete in all material respects as at the date of such certificate as if made at such time, except for those
that speak as of a particular date, (ii) the Borrowers are, at the date of such certificate, in compliance in all material respects with all of their respective covenants and agreements in this Agreement and the other principal Loan Documents,
(iii) no Default or Event of Default then exists, and (iv) no Illiquidity Period has arisen or been in effect 

  
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during such fiscal quarter, and setting forth in reasonable detail a calculation of Liquidity as of the end of such fiscal quarter. If such certificate discloses that a representation or warranty
is not correct or complete, or that a covenant has not been complied with, or that a Default or Event of Default existed or exists, such certificate shall set forth what action the Borrowers have taken or proposes to take with respect thereto.

 (d) Within fifteen (15) days after the end of each month during which any portion of an Illiquidity Period shall be in
effect, a certificate of a Responsible Officer of ATI in the form of the applicable portion of Exhibit A hereto setting forth in reasonable detail the calculations required to establish that the Borrowers were in compliance with the covenant
set forth in Section 7.22 at the end of such month. 
 (e) Within forty-five (45) days after the end of each
Fiscal Year, annual projections (to include a projected consolidated balance sheet, income statement and cash flow statement) for the Parent and its consolidated Subsidiaries as at the end of and for each month of the current Fiscal Year, including
a calculation, satisfactory to the Agent and certified by ATI (the “Restricted Payment Certification”), of projected Liquidity for each month of such Fiscal Year and all anticipated Restricted Payments for the acquisition of Common
Stock of the Parent described in Section 7.13(d) for each month of such Fiscal Year, demonstrating, in a manner satisfactory to the Agent, compliance with Section 7.13(d) for each such month and such Fiscal Year on a pro
forma basis assuming that the applicable Restricted Payments, individually and in the aggregate, were made as of the first day of each such month during such Fiscal Year. 
 (f) Upon request of the Agent, copies of all reports on Forms 10-Q or 10-K and definitive proxy statements filed by the Parent or any of its Subsidiaries with the SEC under the Exchange Act. 

(g) As soon as available, but in any event not later than 15 days after any Borrower’s receipt thereof, a copy of each annual
management report prepared for the Parent or any Borrower by any independent certified public accountants. 
 (h) Upon request
of the Agent, copies of any and all proxy statements, financial statements, and reports which the Parent makes available to its shareholders. 
 (i) Upon request of the Agent, within 30 days after filing with the IRS, a copy of each federal income tax return filed by the Parent or by any of its Subsidiaries. 

(j) Within fifteen (15) days following the end of each month, (i) a Borrowing Base Certificate for such month, together with
(A) a detailed calculation of Eligible Credit Card Accounts, Eligible Inventory, and Eligible Real Estate, (B) a calculation of Liquidity for such month and (C) a calculation of all Parent Share Repurchases for such month and
(ii) a separately prepared summary stock ledger report with reconciliation to the corresponding Inventory reporting in the Borrowing Base Certificate; provided, however, if Liquidity shall at such time be less than $100,000,000,
the Borrowing Base Certificate shall be accompanied by (A) a schedule of Eligible Credit Card Accounts; (B) an aging of all Borrowers’ accounts 

  
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payable; (C) Inventory reports by category and location, together with a reconciliation to the corresponding Borrowing Base and to the Borrowers’ general stock ledger; (D) each of
the financial and collateral reports described on Schedule 5.2(j), at the times set forth in such Schedule, (E) such other reports as to the Collateral as the Agent shall reasonably request from time to time; and (F) with the
delivery of the foregoing, a certificate of a Responsible Officer of ATI certifying as to the accuracy and completeness of the foregoing; provided further, however, if Liquidity shall at any time be less than $50,000,000, the Borrowing
Base Certificate and, to the extent requested by the Agent, other information described in this Section 5.2(j) shall thereafter be provided weekly. Notwithstanding the foregoing, if an Event of Default shall have occurred and be
continuing, the documents and information required to be provided under this Section 5.2(j) shall be provided on a more frequent basis than set forth herein if and as requested by the Agent. If records or reports of the Collateral of the
type required to be delivered hereunder are prepared by an accounting service or other agent, each Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents (but only to the extent necessary to satisfy
the foregoing reporting requirements) to the Agent, for distribution to the Lenders; provided however, the Agent shall give written notice to ATI not less than five (5) days prior to any such contact with such accounting service or agent.

 (k) Promptly after a Borrower has notified the Agent of any intention by such Borrower to treat the Loans and/or Letters of
Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form. 

(l) Such additional information as the Agent and/or any Lender may from time to time reasonably request regarding the financial and
business affairs of the Parent, the Borrowers or any Subsidiary. 
 5.3 Notices to the Lenders. ATI shall notify the
Agent in writing of the following matters at the following times: 
 (a) As promptly as practicable but no later than three
(3) Business Days after any Borrower becomes aware (i) of any Default or Event of Default, (ii) that Liquidity has become less than $100,000,000, $50,000,000 or $37,500,000 or (iii) the commencement of any Illiquidity Period;

 (b) As promptly as practicable but no later than three (3) Business Days after any Borrower becomes aware of any event
or circumstance which could reasonably be expected to have a Material Adverse Effect; 
 (c) As promptly as practicable but no
later than three (3) Business Days after any Borrower becomes aware of any pending or threatened action, suit, or proceeding, by any Person, or any pending or threatened investigation by a Governmental Authority, which could reasonably be
expected to have a Material Adverse Effect; 

  
 27 









 (d) As promptly as practicable but no later than three (3) Business Days after any
Borrower becomes aware of any pending or threatened strike, work stoppage, unfair labor practice claim, or other labor dispute affecting the Parent, any Borrower or any of its Subsidiaries in a manner which could reasonably be expected to have a
Material Adverse Effect; 
 (e) As promptly as practicable but no later than three (3) Business Days after any Borrower
becomes aware of any violation of any Requirement of Law by the Parent, any Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect; 
 (f) As promptly as practicable but no later than three (3) Business Days after receipt of any notice of any violation by the Parent, any Borrower or any of its Subsidiaries of any Environmental Law
which could reasonably be expected to have a Material Adverse Effect or that any Governmental Authority has asserted in writing that the Parent, any Borrower or any Subsidiary is not in compliance with any Environmental Law or is investigating the
Parent, any Borrower’s or such Subsidiary’s compliance therewith to the extent any such non-compliance or investigation could reasonably be expected to have a Material Adverse Effect; 

(g) As promptly as practicable but no later than three (3) Business Days after receipt of any written notice that the Parent, any
Borrower or any of its Subsidiaries is or may be liable to any Person as a result of the Release or threatened Release of any Contaminant or that the Parent, any Borrower or any Subsidiary is subject to investigation by any Governmental Authority
evaluating whether any remedial action is needed to respond to the Release or threatened Release of any Contaminant which, in either case, is reasonably likely to give rise to liability in excess of $5,000,000; 

(h) As promptly as practicable but no later than three (3) Business Days after receipt of any written notice of the imposition of
any Environmental Lien against any property of the Parent, any Borrower or any of its Subsidiaries; 
 (i) At least thirty
(30) days prior to any change in (i) any Credit Party’s name as it appears in the state of its incorporation or other organization, or (ii) any Credit Party’s state of incorporation or organization, type of entity or form of
organization, organizational identification number, or trade names under which any Borrower will sell Inventory or create Accounts or to which instruments in payment of Accounts may be made payable; 

(j) Within ten (10) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know, that an ERISA Event or a
prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred, and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto; 

(k) Upon request, or, in the event that such filing reflects a significant change with respect to the matters covered thereby which
could reasonably be expected to have a 

  
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Material Adverse Effect, within ten (10) Business Days after the filing thereof with the PBGC, the DOL or the IRS, as applicable, copies of the following: (i) each annual report (form
5500 series), including Schedule B thereto, filed with the PBGC, the DOL or the IRS with respect to each Plan, (ii) a copy of each funding waiver request filed with the PBGC, the DOL or the IRS with respect to any Plan and all communications
received by the Parent, any Borrower or any ERISA Affiliate from the PBGC, the DOL or the IRS with respect to such request, and (iii) a copy of each other filing or notice filed with the PBGC, the DOL or the IRS, with respect to each Plan by
the Parent, any Borrower or any ERISA Affiliate; 
 (l) Upon request, copies of each actuarial report for any Plan or
Multi-employer Plan and annual report for any Multi-employer Plan; and within ten (10) Business Days after receipt thereof by any Borrower or any ERISA Affiliate, copies of the following: (i) any notices of the PBGC’s intention to
terminate a Plan or to have a trustee appointed to administer such Plan; (ii) any unfavorable determination letter from the IRS regarding the qualification of a Plan under Section 401(a) of the Code; or (iii) any notice from a
Multi-employer Plan regarding the imposition of withdrawal liability; 
 (m) Within ten (10) Business Days after the
occurrence thereof: (i) any changes in the benefits of any existing Plan which increase any Borrower’s annual costs with respect thereto by an amount in excess of $5,000,000, or the establishment of any new Plan or the commencement of
contributions to any Plan to which any Borrower or any ERISA Affiliate was not previously contributing; or (ii) any failure by any Borrower or any ERISA Affiliate to make a required installment or any other required payment under
Section 412 of the Code on or before or within ten (10) days after the due date for such installment or payment; or 

(n) Within ten (10) Business Days after any Borrower or any ERISA Affiliate knows or has reason to know that any of the following
events has or will occur: (i) a Multi-employer Plan has been or will be terminated; (ii) the administrator or plan sponsor of a Multi-employer Plan intends to terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will
institute proceedings under Section 4042 of ERISA to terminate a Multi-employer Plan. 
 Each notice given under this
Section shall describe the subject matter thereof in reasonable detail, and, to the extent applicable, shall set forth the action that the Parent, such Borrower, its Subsidiaries, or any ERISA Affiliate, as applicable, has taken or proposes to take
with respect thereto. 
 ARTICLE 6 
 GENERAL WARRANTIES AND REPRESENTATIONS 
 Each Borrower warrants and
represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Required Lenders in writing: 
 6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents. Each Credit Party has the power and authority to execute, deliver and perform each of the Loan Documents to
which it is a party, to incur the Obligations hereunder or under 

  
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the Parent Guaranty, as applicable, and to grant to the Agent Liens upon and security interests in the Collateral. Each Credit Party has taken all necessary action (including obtaining approval
of its stockholders or other equityholders, if necessary) to authorize its execution, delivery, and performance of the Loan Documents to which it is a party. The Loan Documents (other than those not required to be in effect on the date of this
representation) to which it is a party have been duly executed and delivered by each Credit Party, and constitute the legal, valid and binding obligations of each Credit Party, enforceable against it in accordance with their respective terms, except
to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights or by the effect of general equitable principles. Each Credit
Party’s execution, delivery, and performance of the Loan Documents to which it is a party do not and will not conflict with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of each Credit Party
or any of its Subsidiaries, by reason of the terms of (a) any material contract, mortgage, lease, agreement, indenture, or instrument to which any Borrower is a party or which is binding upon it, (b) any Requirement of Law applicable to
any Credit Party or any of its Subsidiaries, or (c) the certificate or articles of incorporation or bylaws or the limited liability company or limited partnership agreement of any Credit Party or any of its Subsidiaries. 

6.2 Validity and Priority of Security Interest. The provisions of this Agreement and the other Loan Documents create legal and
valid Liens on all the Collateral in favor of the Agent, for the ratable benefit of the Agent and the Lenders, and such Liens constitute perfected and continuing Liens on all the Collateral, having priority over all other Liens on the Collateral
(except for those Liens identified in clauses (a), (b), (c), (d) and (f) of the definition of Permitted Liens and Liens permitted by clauses (b)(iv) through (viii) of Section 7.10 hereof)
securing all the Obligations, and enforceable against each Credit Party and all third parties. 
 6.3 Organization and
Qualification. Each Credit Party (a) is duly organized or incorporated and validly existing in good standing under the laws of the state of its organization or incorporation, (b) is qualified to do business and is in good standing in
each jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, except to the extent any such failure to be so qualified would not have a Material Adverse Effect on such Credit Party and
(c) has all requisite power and authority to conduct its business and to own its property. 
 6.4 Corporate Name; Prior
Transactions. As of the Effective Date, no Credit Party has, during the past five (5) years, been known by or used any other corporate or fictitious name other than AnnTaylor & Company, or been a party to any merger or
consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property outside of the ordinary course of business. 
 6.5 Subsidiaries and Affiliates. Schedule 6.5 is a correct and complete list of the name and relationship to the Parent of each and all of the Parent’s Subsidiaries and other Affiliates
as of the Effective Date. 

  
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 6.6 Financial Statements and Projections. 

(a) ATI has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash
flows, and changes in stockholders equity for the Parent and its consolidated Subsidiaries as of February 2, 2008, and for the Fiscal Year then ended, accompanied by the report thereon of its independent certified public accountants,
Deloitte & Touche LLC. All such financial statements have been prepared in accordance with GAAP (subject to normal year-end adjustments) and present accurately and fairly in all material respects the financial position of the Parent and its
consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. 
 (b) The Latest
Projections when submitted to the Lenders as required herein represent the Borrowers’ best estimate of the future financial performance of the Parent and its consolidated Subsidiaries for the periods set forth therein and the Latest Projections
have been prepared on the basis of the assumptions set forth therein, which the Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders (it being understood
that the forecasts and forward looking statements are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control and that no guaranty can be given that the Latest Projections will be realized as
further described in the Parent’s SEC filings). 
 6.7 Capitalization. As of the Effective Date, the authorized and
issued capital stock of each Subsidiary (other than Subsidiaries of AnnTaylor Sourcing Far East) of the Parent is set forth on Schedule 6.7 and all such issued shares are validly issued and outstanding, fully paid and non-assessable and are
owned beneficially and of record as set forth in Schedule 6.7 hereto. 
 6.8 Solvency. Each of (a) the Parent
and its Subsidiaries on a consolidated basis are, and (b) each Borrower is, Solvent prior to and after giving effect to each Credit Extension. 
 6.9 Debt. After giving effect to the making of the Revolving Loans to be made on the Effective Date, the Parent and its Subsidiaries have no Debt as of the Effective Date, except (a) the
Obligations, and (b) Debt described on Schedule 6.9. 
 6.10 Distributions. As of the Effective Date, except
as set forth on Schedule 6.10, since February 2, 2008, no Restricted Payment has been declared, paid, or made upon or in respect of any capital stock or other securities of the Parent or any Borrower. 

6.11 Real Estate; Store Locations. Schedule 6.11 sets forth, as of the Effective Date, a correct and complete list of all
Real Estate owned by the Parent and the Borrowers and all store locations operated by the Parent and the Borrowers. As of the Effective Date, each material lease and sublease of the Parent and the Borrowers is valid and enforceable in accordance
with its terms and is in full force and effect, and no material default by any Credit Party party to any such lease or sublease exists. As of the Effective Date, the Parent and each 

  
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Borrower has good and marketable title in fee simple to its owned Real Estate, or valid leasehold interests in all material leasehold properties and the Parent and each Borrower has good,
indefeasible, and merchantable title to all of its other property reflected on the February 2, 2008 Financial Statements delivered to the Agent and the Lenders, except as disposed of in the ordinary course of business since the date thereof,
free of all Liens except Permitted Liens. 
 6.12 Trade Names. As of the Effective Date, all material trade names or
styles under which any Borrower creates Accounts in the United States, or to which instruments in payment of Accounts may be made payable, are listed on Schedule 6.12. 
 6.13 Litigation. Except as set forth on Schedule 6.13, there is no pending, or to the best of each Borrower’s knowledge threatened, action, suit, proceeding, or counterclaim by any
Person, or to the best of each Borrower’s knowledge, investigation by any Governmental Authority, which could reasonably be expected to have a Material Adverse Effect. 
 6.14 Labor Disputes. Except as to matters that could not reasonably be expected to have a Material Adverse Effect, as of the Effective Date (a) there is no collective bargaining agreement or
other labor contract covering employees of the Credit Parties, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) no union or other labor organization is
seeking to organize, or to be recognized as, a collective bargaining unit of employees of the Credit Parties or for any similar purpose, and (d) there is no pending or (to the best of each Borrower’s knowledge) threatened, strike, work
stoppage, material unfair labor practice claim, or other material labor dispute against or affecting the Credit Parties or their employees that could reasonably be expected to have a Material Adverse Effect. 

6.15 Environmental Laws. Except for matters that could not reasonably be expected to have a Material Adverse Effect or as
otherwise disclosed on Schedule 6.15: 
 (a) The Parent, each Borrower and its respective Subsidiaries have complied in
all material respects with all Environmental Laws and none of the Parent, the Borrowers or their Subsidiaries nor any of their presently owned real property or presently conducted operations, nor their previously owned real property or prior
operations to the extent relating to their ownership of or their operations on any property at the time of such ownership or operations on such property, is subject to any enforcement order from or liability agreement with any Governmental Authority
or private Person respecting (i) compliance with any Environmental Law or (ii) any potential liabilities and costs or remedial action arising from the Release or threatened Release of a Contaminant. 

(b) The Parent, each Borrower and its respective Subsidiaries have obtained all permits necessary for their current operations under
Environmental Laws, and all such permits are in good standing and the Parent, each Borrower and its respective Subsidiaries are in compliance with all material terms and conditions of such permits. 

  
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 (c) None of the Parent, any Borrower or its respective Subsidiaries nor, to the best of
each Borrower’s knowledge, any of its predecessors in interest, has in violation of applicable law stored, treated or disposed of any hazardous waste. 
 (d) None of the Parent, any Borrower or its respective Subsidiaries has received any summons, complaint, order or similar written notice indicating that it is not currently in compliance with, or that any
Governmental Authority is investigating its compliance with, any Environmental Laws or that it is or may be liable to any other Person as a result of a Release or threatened Release of a Contaminant. 

(e) To the best of each Borrower’s knowledge, none of the present or past operations of the Parent, any Borrower or its respective
Subsidiaries is the subject of any investigation by any Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release of a Contaminant. 

(f) There is not now, nor to the best of each Borrower’s knowledge has there ever been on or in the Eligible Real Estate:

 (1) any underground storage tanks or surface impoundments, 

(2) any asbestos-containing material, or 

(3) any polychlorinated biphenyls (PCBs) used in hydraulic oils, electrical transformers or other equipment. 

(g) None of the Parent, any Borrower or its respective Subsidiaries has filed any notice under any requirement of Environmental Law
reporting a spill or accidental and unpermitted Release or discharge of a Contaminant into the environment. 
 (h) None of the
Parent, any Borrower or its respective Subsidiaries has entered into any negotiations or settlement agreements with any Person (including the prior owner of its property) imposing material obligations or liabilities on any Credit Party with respect
to any remedial action in response to the Release of a Contaminant or environmentally related claim. 
 (i) None of the
products manufactured, distributed or sold by any of the Parent, any Borrower or its respective Subsidiaries contain asbestos containing material. 
 (j) No Environmental Lien has attached to the Eligible Real Estate. 
 6.16 No
Violation of Law. None of the Parent, any Borrower nor any of their respective Subsidiaries is in violation of any Requirements of Law applicable to it which violation could reasonably be expected to have a Material Adverse Effect. 

6.17 No Default. As of the Effective Date, none of the Parent, any Borrower nor any of their respective Subsidiaries is in default
with respect to any note, indenture, loan 

  
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agreement, mortgage, lease, deed, or other agreement to which such Borrower or such Subsidiary is a party or by which it is bound, which default could reasonably be expected to have a Material
Adverse Effect. 
 6.18 ERISA Compliance. Except for matters that could not reasonably be expected to have a Material
Adverse Effect or as specifically disclosed in Schedule 6.18: 
 (a) Each Plan is in compliance in all material respects
with the applicable provisions of ERISA, the Code and other federal or state laws. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS and to the knowledge of each
Borrower, nothing has occurred which would cause the loss of such qualification. Each Borrower and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver
or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. 

(b) There are no pending or, to the best knowledge of each Borrower, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. 
 (c) (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability as of January 1, 2003; (iii) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan; and
(v) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. 
 6.19 Taxes. The Credit Parties have filed all federal and other material tax returns and reports required to be filed, and have paid all federal and other material taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable except as permitted under Section 7.1. 
 6.20 Regulated Entities. None of the Credit Parties is an “Investment Company” within the meaning of the Investment Company Act of 1940, and none of the Credit Parties is subject to
regulation under Requirements of Law limiting its ability to incur indebtedness. 

  
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 6.21 Use of Proceeds; Margin Regulations. The proceeds of the Loans are to be used
solely for working capital and other corporate purposes. Neither the Parent, any Borrower nor any Subsidiary is engaged, principally or as one of its important activities, in the business of purchasing or selling Margin Stock or extending credit for
the purpose of purchasing or carrying Margin Stock. 
 6.22 Copyrights, Patents, Trademarks and Licenses, etc. The Parent
and each Borrower owns, is licensed or otherwise has the lawful right to use, all patents, trademarks, service marks, trade names, copyrights, technology, know-how and processes (collectively the “Intellectual Property”) used in or
necessary for the conduct of its business as currently conducted which are material to its financial condition, business, operations, assets and prospects, individually or taken as a whole. To the knowledge of the Borrowers, the use of such
Intellectual Property by the Parent or the Borrowers does not infringe on the rights of any Person, subject to such claims and infringements the existence of which do not have or are not reasonably expected to have a Material Adverse Effect. The
transactions contemplated by the Loan Documents will not impair the ownership of or rights under (or the license or other right to use, as the case may be) any Intellectual Property by the Parent or any Borrower in any manner which has or might have
a Material Adverse Effect. 
 6.23 No Material Adverse Effect. No Material Adverse Effect has occurred since the date of
the most recent audited Financial Statements delivered to the Lenders pursuant to Section 6.6(a) or 5.2(a). 

6.24 Full Disclosure. None of the representations or warranties made to the Agent, the Letter of Credit Issuers or the Lenders by
any Credit Party in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in any written exhibit, report, statement or certificate furnished to the Agent, the Letter of
Credit Issuers or the Lenders by or on behalf of any Credit Party in connection with the Loan Documents (including the offering and disclosure materials delivered by or on behalf of any Borrower to the Lenders prior to the Effective Date), contains
any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or
delivered (as the case may be). 
 6.25 Bank Accounts and Credit Card Processors. Schedule 6.25 contains as of the
Effective Date (a) a complete and accurate list of all bank accounts maintained by all Credit Parties with any bank or other financial institution and (b) a complete list of all credit card processors or issuers of the Borrowers.

 6.26 Governmental Authorization. The Parent and the Borrowers hold all licenses, permits and other approvals of
Governmental Authorities necessary for the conduct of their business as currently conducted. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or other Person is necessary or
required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party of any Loan Document to which it is a party, except such as have been obtained, given or made, as applicable. 

  
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 6.27 Tax Shelter Regulations. No Borrower intends to treat the Loans and/or Letters
of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event any Borrower determines to take any action inconsistent with such intention, it will
promptly notify the Agent thereof. If any Borrower so notifies the Agent, such Borrower acknowledges that one or more of the Lenders may treat its Loans and/or its interest in Non-Ratable Loans and/or Agent Advances and/or Letters of Credit as part
of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation. 

ARTICLE 7 

AFFIRMATIVE AND NEGATIVE COVENANTS 
 Each Borrower covenants to the Agent and each Lender that so long as any of the Obligations (other than Bank Product Obligations) remain outstanding or this Agreement is in effect: 

7.1 Taxes and Other Obligations. Each Borrower shall, and shall cause the Parent to, (a) file when due all U.S. federal and
state income tax returns and other material returns and reports which it is required to file; and (b) pay, or provide for the payment, when due, of all U.S. federal taxes and other material taxes, fees, assessments and other charges of
Governmental Authorities against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon
request, satisfactory evidence of its timely compliance with the foregoing; provided, however, so long as ATI has notified the Agent in writing, none of the Parent or the Borrowers need pay any tax, fee, assessment, or governmental
charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Parent or such Borrower, as the case may be, has established proper reserves as required under GAAP, and (iii) the
nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien). 
 7.2 Legal Existence and
Good Standing. Except as otherwise permitted under Sections 7.10(a)(ix) or 7.16(a), each Borrower shall, and shall cause the Parent to, maintain its legal existence and its qualification and good standing in all jurisdictions in
which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect. 
 7.3 Compliance with Law and Agreements; Maintenance of Licenses. Each Borrower shall comply, and shall cause the Parent to comply, in all material respects with all Requirements of Law of any
Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws) where the failure to so comply could reasonably be expected to have a Material Adverse Effect. Each
Borrower 

  
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shall obtain and maintain, and shall cause the Parent to obtain and maintain, all material licenses, permits, franchises, and governmental authorizations necessary to own its property and to
conduct its business as conducted from time to time in compliance with the terms hereof. No Borrower shall modify, amend or alter, or permit the Parent to modify, amend or alter, its certificate or articles of incorporation, or its limited liability
company operating agreement or limited partnership agreement, as applicable, other than in a manner which does not adversely affect the rights and interests of the Lenders or the Agent. 

7.4 Maintenance of Property; Appraisals and Inspection of Property. 

(a) Each Borrower shall maintain, and shall cause the Parent to maintain, all of its property material to the operation of its business
in good operating condition and repair, ordinary wear and tear and, subject to Section 7.6, loss or damage from casualty or condemnation excepted. 
 (b) Each Borrower shall permit, and shall cause the Parent to permit, representatives and independent contractors of the Agent to visit and inspect any of its or the other Credit Parties’ properties,
to conduct appraisals and audits of Collateral, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its directors, officers and independent
public accountants, at reasonable times during normal business hours; provided, however, that (i) if Liquidity is equal to or greater than $100,000,000 at all times during any Fiscal Year, the Agent shall be reimbursed by the
Borrowers for expenses in connection with, only one field exam and one inventory and fixed asset appraisal during such Fiscal Year, (ii) if Liquidity is less than $100,000,000 at any time during any Fiscal Year, the Agent shall thereafter be
reimbursed by the Borrowers for expenses in connection with, up to three field exams and up to two inventory and fixed asset appraisals during such Fiscal Year, and (iii) if any Event of Default described in Section 9.1(a),
(b), (c)(i) or (ii), (d), (e), (f), (g), (h), (i), (k), (l) or (m) shall have occurred and be continuing, the Agent shall be reimbursed by the Borrowers
for all expenses in connection with, all field exams and appraisals requested by the Agent in its reasonable judgment. 
 7.5
Insurance. 
 (a) Each Borrower shall maintain, and shall cause the Parent to maintain, with financially sound and
reputable insurers having a rating of at least A- or better by Best Rating Guide, insurance of such types as is customary for Persons of similar size engaged in the same or similar business in amounts and under policies reasonably acceptable to the
Agent and otherwise as is customary for Persons of similar size engaged in the same or similar types of business. Without limiting the foregoing, in the event that any improved Real Estate covered by the Mortgages is determined to be located within
an area that has been identified by the Director of the Federal Emergency Management Agency as a Special Flood Hazard Area (“SFHA”), each Borrower shall purchase and maintain flood insurance on the improved Real Estate and any
Equipment and Inventory located on such Real Estate. The amount of said flood insurance shall, at a minimum, comply with applicable federal regulations as required by the Flood Disaster Protection Act of 1973, as amended. Each Borrower shall also
maintain flood insurance for its Inventory and Equipment which is, at any time, located in a SFHA. 

  
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 (b) Each Borrower shall cause the Agent, for the ratable benefit of the Agent and the
Lenders, to be named as secured party or mortgagee and sole loss payee or additional insured with respect to each policy described in the foregoing clause (a) of this Section 7.5, in a manner reasonably acceptable to the Agent. Each
such policy of insurance shall contain a clause or endorsement requiring the insurer to give not less than thirty (30) days’ prior written notice to the Agent in the event of cancellation of the policy for any reason whatsoever and a
clause or endorsement stating that the interest of the Agent shall not be impaired or invalidated by any act or neglect of the Parent, any Borrower or any of its Subsidiaries or the owner of any Real Estate or the use of such Real Property by any of
them for purposes more hazardous than are permitted by such policy. All premiums for such insurance shall be paid by the Borrowers when due, and certificates of insurance and, if reasonably requested by the Agent, photocopies of the policies, shall
be delivered to the Agent, in each case in sufficient quantity for distribution by the Agent to each of the Lenders. If any Borrower fails to procure such insurance or to pay the premiums therefor when due, the Agent may, and at the direction of the
Required Lenders shall, do so from the proceeds of Revolving Loans. 
 7.6 Insurance and Condemnation Proceeds. Each
Borrower shall promptly notify the Agent and the Lenders of any material loss, damage, or destruction to the Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all property insurance and condemnation proceeds
in respect of Collateral in an amount in excess of $500,000 for any incident (“Excess Proceeds”) directly and to apply or remit them as follows: 
 (a) With respect to insurance and condemnation proceeds relating to Collateral other than Fixed Assets, after deducting from such proceeds the reasonable expenses, if any, incurred by the Agent in the
collection or handling thereof, the Agent may in its discretion remit such proceeds to the Borrowers or apply such proceeds to the reduction of the Obligations in the order provided for in Section 7.25 or, if applicable,
Section 3.5. 
 (b) With respect to insurance and condemnation proceeds relating to Collateral consisting of Fixed
Assets, the Agent shall permit or require the applicable Borrower to use such proceeds, or any part thereof, to replace, repair, restore or rebuild the relevant Fixed Assets in a diligent and expeditious manner with materials and workmanship of
substantially the same quality as existed before the loss, damage or destruction so long as (1) no Event of Default has occurred and is continuing, (2) the aggregate proceeds do not exceed $3,000,000 and (3) ATI or such Borrower first
(i) provides the Agent with plans and specifications for any such replacement, repair or restoration which shall be reasonably satisfactory to the Agent and (ii) demonstrates to the reasonable satisfaction of the Agent that the funds
available to it will be sufficient to complete such project in the manner provided therein. In all other circumstances, the Agent may in its discretion remit such proceeds to the Borrowers or apply such insurance and condemnation proceeds to the
reduction of the Obligations in the order provided for in Section 7.25 or, if applicable, Section 3.5. 

  
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 Any such proceeds other than Excess Proceeds may be retained by the Borrowers. 

7.7 Environmental Laws. 
 (a) Each Borrower shall, and shall cause the Parent and each of its Subsidiaries to, conduct its business in compliance with all Environmental Laws applicable to it, including those relating to the
generation, handling, use, storage, and disposal of any Contaminant unless the failure to do so could not reasonably be expected to have a Material Adverse Effect and the Borrowers shall, and shall cause the Parent and each of its Subsidiaries to,
take prompt and appropriate action to respond to any such non-compliance with Environmental Laws and shall regularly report to the Agent on such response. 
 (b) Without limiting the generality of the foregoing, ATI shall submit to the Agent and the Lenders annually, commencing on the date that occurs one year after the Effective Date, and on each such
anniversary date of the Effective Date thereafter, copies of any material notices received by the Borrowers from any Governmental Authority under any Environmental Law, if any, and copies of any environmental reports prepared by the Borrowers, in
each case prepared by or received by the Borrowers during such prior year, if any. The Agent or any Lender may request copies of technical reports prepared by any Borrower and its communications with any Governmental Authority to determine whether
such Borrower or any of its Subsidiaries is proceeding reasonably to correct, cure or contest in good faith any alleged non-compliance or environmental liability. At any time after the occurrence and during the continuation of any Event of Default,
each Borrower shall, at the Agent’s or the Required Lenders’ request and at the applicable Borrower’s expense, with respect to any Real Property owned by any Borrower that is part of the Collateral (i) retain an independent
environmental engineer acceptable to the Agent to evaluate the site, including tests if appropriate, where the Agent has a reasonable basis to believe any material non-compliance or alleged non-compliance with Environmental Laws has occurred and
prepare and deliver to the Agent, in sufficient quantity for distribution by the Agent to the Lenders, a report setting forth the results of such evaluation, a proposed plan for responding to any environmental problems described therein, and an
estimate of the costs thereof, and (ii) provide to the Agent and the Lenders a supplemental report of such engineer whenever the scope of the environmental problems, or the response thereto or the estimated costs thereof, shall increase in any
material respect; provided that the Agent and its representatives will have the right at any reasonable time to enter and visit such Real Property and for the purposes of observing such Real Property. The Agent is under no duty, however, to visit or
observe any Real Property owned by any Borrower that is part of the Collateral or to conduct tests, and any such acts by the Agent will be solely for the purposes of protecting the Agent’s Liens and preserving the Agent and the Lenders’
rights under the Loan Documents. No site visit, observation or testing by the Agent and the Lenders will result in a waiver of any default of any Borrower or impose any liability on the Agent or the Lenders. In no event will any site visit,
observation or testing by the Agent be a representation that hazardous substances are or are not present in, on or under such Real Property, or that there has been or will be compliance with any Environmental Law. None of the Borrowers, any other
Credit Party nor any other party is entitled to rely on any site visit, observation or testing by the Agent. The 

  
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Agent and the Lenders owe no duty of care to protect the Borrowers, any other Credit Party or any other party against, or to inform the Borrowers, any other Credit Party or any other party of,
any hazardous substances or any other adverse condition affecting any Real Property owned by any Borrower that is part of the Collateral. The Agent may in its discretion disclose to the Borrowers or to any other party if so required by any
Requirement of Law any report or findings made as a result of, or in connection with, any site visit, observation or testing by the Agent. Each Borrower understands and agrees that the Agent makes no warranty or representation to the Borrowers or
any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. Each Borrower also understands that depending on the results of any site visit, observation or testing by the Agent and disclosed to
the Borrowers, the Borrowers, the Parent, or its Subsidiaries may have a legal obligation to notify one or more environmental agencies of the results, that such reporting requirements are site-specific, and are to be evaluated by the applicable
Borrower without advice or assistance from the Agent. In each instance, the Agent will give the applicable Borrower reasonable notice before entering such Real Property. The Agent will make reasonable efforts to avoid interfering with such
Borrower’s or any other Credit Party’s use of such Real Property or any other property in exercising any rights provided hereunder. 
 7.8 Compliance with ERISA. Each Borrower shall, and shall cause each of its ERISA Affiliates to: (a) maintain each Plan in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state law; (b) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; (c) make all required contributions to any Plan subject to Section 412 of the
Code; (d) not engage in a non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan; and (e) not engage in a transaction that could reasonably be expected to be subject to
Section 4069 or 4212(c) of ERISA. 
 7.9 Debt. No Borrower shall, nor permit the Parent to, create, incur, assume or
otherwise become or remain directly or indirectly liable with respect to any Debt, except: 
 (a) the Obligations; 

(b) Debt in the form of bank overdrafts in the ordinary course of business; 

(c) (i) Debt incurred by any Borrower to finance Capital Expenditures and (ii) Capital Lease obligations of any Borrower;

 (d) Debt in respect of Accommodation Obligations permitted under Section 7.12; 

(e) Debt of the Parent to ATI in connection with any advances made pursuant to Section 7.11(b); 

  
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 (f) Debt in respect of Hedge Agreements and Foreign Currency Exchange Contracts entered
into in the ordinary course of business and not for speculative purposes; 
 (g) intercompany Debt among the Borrowers;

 (h) Permitted Existing Debt and refinancings, renewals or extensions thereof so long as (A) no Default or Event of
Default exists or would be caused thereby, (B) the principal amount of any such Permitted Existing Debt is not increased (other than by an amount equal to the reasonable amount of fees and expenses payable in connection with such refinancing,
renewal or extension); (C) the maturity date thereof is not accelerated as a result of any such refinancing, renewal or extension and (D) no such refinancing, renewal or extension would be otherwise detrimental in any material respect to
the rights of or benefits to the Borrowers, the Agent or the Lenders; 
 (i) Debt of any Person assumed in connection with an
Acquisition of such Person permitted under Sections 7.11(i) or 7.16(a) if such Person becomes a Borrower after the date hereof; provided, that such Debt exists at the time such Person becomes a Borrower and was not created in
anticipation of such acquisition; 
 (j) Debt consisting of (A) unsecured deferred payment obligations of a Borrower owing
to sellers in permitted Acquisitions and (B) customary purchase price adjustments, earn-outs, indemnification obligations and similar items of the Borrowers in connection with permitted Acquisitions and asset sales; 

(k) the AT Sourcing Obligation; and 
 (l) other unsecured Debt of the Credit Parties (i) consisting of uncommitted letter of credit facilities for the issuance of letters of credit with an aggregate maximum face amount not exceeding
$25,000,000 at any time and (ii) consisting of other unsecured Debt not exceeding in the aggregate a principal amount of $25,000,000 at any one time outstanding. 
 7.10 Sales of Assets; Liens. 
 (a) Sales. No Borrower shall, nor
permit the Parent to, sell, assign, transfer, lease, convey or otherwise dispose of, any properties or assets, whether now owned or hereafter acquired, or any income or profits therefrom, except among the Credit Parties and except: 

(i) sales of inventory and subleases of real property in the ordinary course of business; 

  
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 (ii) subleases of real property not in the ordinary course of business, but only to the
extent the aggregate annual rental payments accrued under all such subleases do not exceed $1,000,000; 
 (iii) sales or other
dispositions of equipment that is obsolete, unused or, in the judgment of such Borrower, no longer best used or useful in its business; 
 (iv) license or sublicense agreements or marketing agreements with third parties in the ordinary course of business, provided, however that no such license or sublicense or marketing agreement shall
materially impair the ability of the Agent to dispose of the Collateral; 
 (v) sales or dispositions of Cash Equivalents;

 (vi) Sales of Investments permitted under clauses (j) or (k) of Section 7.11; and 

(vii) so long as no Event of Default shall have then occurred and be continuing or would result therefrom, transfer of cash or property
in an amount not to exceed $1,000,000 (or, if Liquidity is in excess of $50,000,000 both before and after giving effect thereto, $10,000,000) for each Fiscal Year to a charitable foundation established by any Borrower or the Parent; 

(viii) dispositions as the result of any taking or condemnation so long as insurance or condemnation proceeds are received in connection
therewith and are applied as required by Section 7.6; 
 (ix) other sales of assets, including the sale of
Securities of Subsidiaries, whether or not in the ordinary course of business, having an aggregate fair market value of not more than $15,000,000 pursuant to any one single disposition or $20,000,000 in the aggregate pursuant to several dispositions
in any one Fiscal Year; and 
 (x) a sale of the Louisville, Kentucky distribution center as part of a sale-leaseback
transaction in accordance with Section 7.18; 
 provided, that no disposition permitted above (other than transfers permitted
by clause (i), (vi), (vii), (viii) or (x)) in excess of $1,000,000 per transaction shall be permitted unless the price to be received therefor represents the then fair market value of the asset or property sold at the time of such disposition
and (other than in the case of subleases or license or sublicense or marketing arrangements) at least 70% of the price is to be paid in cash at the closing of the disposition. 

(b) Liens. No Borrower shall, nor permit the Parent to, create, incur, assume or permit to exist, directly or indirectly, any
Lien on or with respect to any of its property except: 
 (i) Liens granted to the Agent securing the Obligations; 

  
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 (ii) Liens upon (A) the interest or title of a lessor or secured by a lessor’s
interest under any lease under which any Borrower is the lessee or (B) the interest of a lessee under any lease under which any Borrower is the lessor; 
 (iii) Permitted Liens; 
 (iv) Liens granted by any Borrower (including the
interest of a lessor under a Capital Lease) and Liens on property existing at the time of acquisition thereof by such Borrower, in each case securing Debt permitted by Section 7.9(c), provided that such Liens are limited to the assets
financed with such Debt; 
 (v) Permitted Existing Liens and any extensions, renewals and replacements thereof so long as
(i) the amount of the obligations secured thereby is not increased in connection with any such extension, renewal or replacement and (ii) such Lien is limited to the property subject thereto prior to such extension, renewal or replacement;

 (vi) Liens in respect of Debt of a Person permitted pursuant to Section 7.9(i) so long as such Liens attach only
to assets of such Person existing prior to the Acquisition or merger of such Person; 
 (vii) to the extent Debt secured
thereby is permitted to be extended, renewed, replaced or refinanced, a future Lien upon any property which is subject to a Lien described in clause (vi) above, if such future Lien attaches only to the same property, secures only such permitted
extensions, renewals, replacements or refinancings and is of like quality, character and extent; and 
 (viii) Liens on cash
earnest money deposits in connection with Acquisitions otherwise permitted by this Agreement in an aggregate amount not to exceed $2,500,000 at any time outstanding. 
 7.11 Investments. No Borrower shall, nor permit the Parent to, make or own, directly or indirectly, any Investment in any Person except: 

(a) Investments by the Parent and the Borrowers in Cash Equivalents; 

(b) Investments by any Borrower resulting from advances to the Parent to fund any of the items set forth in Section 7.13(a);

 (c) Investments by the Parent in ATI; 
 (d) Investments by any Borrower in any other Borrower (other than any Investment made in connection with the Acquisition of any Borrower); 

(e) Investments by the Borrowers in joint ventures (in the form of corporations, partnerships or otherwise) and Unrestricted
Subsidiaries; provided that, after giving 

  
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effect to such Investment (i) the aggregate amount then outstanding of all such Investments (other than the AT Sourcing Obligation) in excess of the amount of Investments in joint ventures
and Unrestricted Subsidiaries existing on the Effective Date by the Borrowers (including Investments in the nature of sales and transfers of assets for less than fair market value and Accommodation Obligations) shall not exceed $37,500,000,
(ii) Liquidity shall not be less than $37,500,000 both on the date of such Investment and on a pro forma basis for a period of twelve months following such Investment and (ii) no Event of Default shall exist or will occur as a result of
such Investment; 
 (f) Investments not exceeding $10,000,000 at any one time outstanding in respect of loans to senior
executives and key employees of the Parent or any Borrower; provided that after giving effect to such Investment, (i) Liquidity shall not be less than $37,500,000 both on the date of such Investment and on a pro forma basis for a period of
twelve months following such Investment, and (ii) no Event of Default shall exist or will occur as a result of such Investment; 
 (g) Investments in the form of advance payments to suppliers not in excess of an aggregate amount of $20,000,000 outstanding at any one time, provided that, after giving effect to such Investment,
(i) Liquidity shall not be less than $37,500,000 both on the date of such Investment and on a pro forma basis for a period of twelve months following such Investment, and (ii) no Event of Default shall exist or will occur as a result of
such Investment; 
 (h) Investments in respect of Hedge Agreements and Foreign Currency Exchange contracts entered into in the
ordinary course of business and not for speculative purposes; 
 (i) Investments the Borrowers made in connection with
Acquisitions provided that (i) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition, (ii) the Person to be acquired will immediately become, directly or indirectly, a Wholly-Owned Subsidiary of ATI,
(iii) the line or lines of business of the Person to be acquired are substantially the same as one or more line or lines of business conducted by the Borrowers at the time such Acquisition is consummated or is permitted to be conducted by the
Borrowers pursuant to Section 7.14, (iv) immediately after giving effect to any such Investment (including reasonable estimates of any indemnification or purchase price adjustment obligations), Liquidity shall not be less than
$37,500,000 both on the date of such Investment and on a pro forma basis for a period of twelve months following such Investment, and (v) immediately after giving effect to such Investment, no Event of Default shall exist or will occur as a
result of such Investment; and 
 (j) promissory notes and other similar non-cash consideration received by any Borrower in
connection with dispositions of assets permitted by Section 7.10(a); 
 (k) Investments in securities of account
debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors; 

  
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 (l) Investments consisting of Accommodation Obligations permitted under
Section 7.12 and the exercise thereof; 
 (m) Investments in joint ventures and Unrestricted Subsidiaries existing
on the Effective Date and set forth on Schedule 7.11; 
 (n) Investments in the form of progress payments in connection
with the development of software and related hardware made in the ordinary course of business and consistent with past practice of the Parent and the Borrowers; and 
 (o) other Investments not permitted elsewhere in this Section 7.11 by any Borrower not in excess of an aggregate amount of $20,000,000 outstanding at any one time, provided that, after giving
effect to such Investment, (i) Liquidity shall not be less than $37,500,000 both on the date of such Investment and on a pro forma basis for a period of twelve months following such Investment, and (ii) no Event of Default shall exist or
will occur as a result of such Investment. 
 The Borrowers hereby agree to provide to the Agent on the date of consummation of any Investment
permitted under clauses (e), (f), (g), (i) and (o) above, a certificate of a Responsible Officer of ATI that each of the conditions contained in the provisos to such clauses have been met and demonstrating in a manner satisfactory to the
Agent the required projected pro forma Liquidity on a monthly basis for the twelve month period following such Investment. 

7.12 Accommodation Obligations. No Borrower shall, nor permit the Parent to, create or become or be liable, directly or
indirectly, with respect to any Accommodation Obligation except: 
 (a) guaranties resulting from endorsement of negotiable
instruments for collection in the ordinary course of business; 
 (b) obligations, warranties and indemnities, not relating to
Debt of any Person, which have been or are undertaken or made in the ordinary course of business and not for the benefit or in favor of an Affiliate of any Borrower or such Subsidiary; 

(c) Accommodation Obligations of ATI in connection with obligations of the Parent to fund (A) income and franchise taxes payable in
any Fiscal Year owed by the Parent pursuant to the Tax Sharing Agreement dated as of July 12, 1989 between the Parent and ATI; (B) other ordinary operating expenses of the Parent not in excess of $500,000 in any Fiscal Year;
(C) purchases of capital stock of the Parent held by employees of any Credit Party to enable such employee to pay withholding taxes in connection with the vesting of such stock and (D) the Parent’s share of expenses incurred in
connection with any public offering of Common Stock; 
 (d) Accommodation Obligations of the Parent or any Borrower in respect
of any obligations of any Borrower otherwise permitted hereunder; 

  
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 (e) Accommodation Obligations with respect to obligations of Unrestricted Subsidiaries to
the extent such Accommodation Obligations constitute Investments permitted by Section 7.11(e); 
 (f) Accommodation
Obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with Acquisitions or asset sales permitted by this Agreement; and 

(g) Accommodation Obligations in respect of performance bonds, surety bonds, appeal bonds or custom bonds required in the ordinary
course of business or in connection with judgments that do not result in an Event of Default. 
 7.13 Restricted
Payments. No Borrower shall, nor permit the Parent to, declare or make any Restricted Payment except: 
 (a) dividends paid
and declared in any Fiscal Year by ATI to the Parent to fund (i) income and franchise taxes payable in such Fiscal Year owed by the Parent pursuant to the Tax Sharing Agreement dated as of July 12, 1989 between the Parent and ATI;
(ii) other ordinary operating expenses of the Parent not in excess of $500,000 in any Fiscal Year; (iii) purchases of Common Stock of the Parent held by employees of any Credit Party to enable such employee to pay withholding taxes in
connection with the vesting of such stock and (iv) the Parent’s share of expenses incurred in connection with any public offering of Common Stock; 
 (b) any Restricted Payment made by any Borrower (other than ATI) on its capital stock; 
 (c) Restricted Payments by the Parent or any Borrower (in addition to payments made pursuant to clause (a)(i) of this Section) to acquire shares of Common Stock from employees of the Parent or any
Borrower in an aggregate amount not exceeding $100,000 in any Fiscal Year; and 
 (d) Restricted Payments by ATI to the Parent
to concurrently fund any dividend, redemption, retirement, sinking fund, or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of Common Stock of the Parent now or hereafter outstanding and Restricted
Payments by the Parent for such purpose; provided that after giving effect to any such Restricted Payment (i) Liquidity shall not be less than $37,500,000 on the date of such Restricted Payment and on a pro forma basis (calculated assuming that
such Restricted Payment was made on the first day of the then current month) for the following twelve-month period, including the month in which such Restricted Payment is made, and (ii) no Default or Event of Default shall exist or will occur
as a result of such Restricted Payment. 
 If Liquidity is equal to or less than $50,000,000 at any time within the 30 day period immediately
preceding any Restricted Payment permitted under clause (d) above, the Borrowers hereby agree to provide to the Agent on the date of consummation of each such Restricted Payment, a certificate of a Responsible Officer of ATI certifying that
each of the conditions contained in Section 7.13(d) have been met and demonstrating in a manner satisfactory to the Agent such compliance. 

  
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 7.14 Conduct of Business. No Borrower shall, nor permit any of its Restricted
Subsidiaries to, engage in any business other than (a) the business engaged in by such Borrower or such Subsidiary on the date hereof and other businesses similar or related thereto; and (b) any business activities related to the home
furnishings industry. 
 7.15 Transactions with Affiliates. No Borrower shall, nor permit the Parent to, at any time
after the Effective Date directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any of its Affiliates outside the ordinary course of
its business or inconsistent with past practices or on terms that are less favorable to it than those fair and reasonable terms that might be obtained in a comparable arms-length transaction at the time; provided that the foregoing
restriction shall not apply to transactions among any Borrower and any other Credit Party, customary fees paid to members of the Board of Directors of any Borrower or the Parent or arrangements permitted under Section 7.11(f) or the
business contemplated by the joint ventures permitted under Section 7.11(e). 
 7.16 Restriction on Fundamental
Changes. No Borrower shall, nor permit the Parent to, enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise
dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, except (i) as otherwise permitted under Section 7.10(a), (ii) that any
Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, any other Borrower, (iii) that nothing contained herein shall prohibit any Subsidiary of ATI from voluntarily dissolving or liquidating if in
the reasonable opinion of ATI’s senior management such dissolution or liquidation has no reasonable likelihood of having a Material Adverse Effect and (iv) the merger of any Person with or into a Borrower if the Acquisition of the capital
stock of such Person by such Borrower would have been permitted under Section 7.11(j); provided, that (x) in the case of ATI, ATI shall be the continuing or surviving Person and (y) if a Borrower (other than ATI) is not
the surviving or continuing Person, the surviving Person becomes a Borrower and a party to this Agreement and all other applicable Loan Documents in accordance with Section 7.24(c). 

7.17 ERISA. No Borrower shall, nor permit any of its ERISA Affiliates to, do any of the following to the extent that such act or
failure to act would in the aggregate, after taking into account any other such acts or failures to act, have a Material Adverse Effect: 
 (a) Engage, or permit any ERISA Affiliate to engage, in any prohibited transaction described in Sections 406 of ERISA or 4975 of the Code for which a statutory or class exemption is not available or a
private exemption has not been previously obtained from the DOL; 

  
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 (b) permit to exist any accumulated funding deficiency (as defined in Sections 302 of ERISA
and 412 of the Code), whether or not waived; 
 (c) terminate, or permit any ERISA Affiliate to terminate, any Benefit Plan
which would result in any liability of any Borrower or any ERISA Affiliate under Title IV of ERISA; 
 (d) fail, or permit any
ERISA Affiliate to fail, to make any contribution or payment to any Multiemployer Plan which any Borrower or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan, or any Requirement of Law pertaining
thereto; 
 (e) fail, or permit any ERISA Affiliate to fail, to pay any required installment or any other payment required
under Section 412 of the Code on or before the due date for such installment or other payment; or 
 (f) amend, or permit
any ERISA Affiliate to amend, a Plan resulting in an increase in current liability for the plan year such that any Borrower or any ERISA Affiliate is required to provide security to such Plan under Section 401(a)(29) of the Code. 

7.18 Sales and Leasebacks. Except with respect to any sale-leaseback of the Borrowers’ main distribution center in
Louisville, Kentucky approved by the Required Lenders, no Borrower shall, nor permit the Parent to, become liable, directly or by way of any Accommodation Obligation, with respect to any lease, whether an Operating Lease or a Capital Lease, of any
property whether now owned or hereafter acquired, (a) which any Borrower has sold or transferred or is to sell or transfer to any other Person, or (b) which such Borrower intends to use for substantially the same purposes as any other
property which has been or is to be sold or transferred by that entity to any other Person in connection with such lease. 

7.19 Margin Regulations. No portion of the proceeds of any credit extended under this Agreement shall be used, directly or
indirectly, in any manner which would cause any Credit Extension or the application of such proceeds to violate Regulation U or X of the Federal Reserve Board, in each case as in effect on the date or dates of such Credit Extension and such use of
proceeds. 
 7.20 Change of Fiscal Year. Neither the Parent nor any Borrower shall change its Fiscal Year. 

7.21 Subsidiaries. 
 (a) No Borrower shall, nor permit the Parent to, hereafter (i) become a general partner in any general partnership or limited partnership or (ii) organize or acquire any
other Person, except (A) any Borrower may organize or acquire any new Wholly Owned Subsidiary that becomes a Borrower pursuant to the terms of Section 7.24(c) and (B) subject to the provisions of
Section 7.24(d), any Borrower may organize, acquire or participate in any new joint venture (other than a general partnership) or Unrestricted Subsidiary permitted pursuant to Section 7.11(e). 

  
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 (b) No Borrower shall create or otherwise permit to become effective any consensual
encumbrance or restriction of any kind, other than those contemplated in or permitted under the Loan Documents (including, without limitation, Liens permitted under Section 7.10(b)(iv) hereof), on the ability of any Borrower to pay
dividends or make any other distribution in respect of its stock or make any other Restricted Payment, pay any Debt or other obligation owed to any other Borrower, make loans or advances or other Investments in any other Borrower or sell, transfer
or otherwise convey any of its property to any other Borrower except in any lease the terms of which prohibit the transfer of such lease to any Credit Party or otherwise. 
 7.22 Fixed Charge Coverage Ratio. As of the end of each month during which an Illiquidity Period shall be in effect, ATI shall maintain a Fixed Charge Coverage Ratio of not less than 1.00 to 1.00
for each Twelve-Month Period ended on the last day of such month. 
 7.23 Further Assurances. The Credit Parties shall
execute and deliver, or cause to be executed and delivered, to the Agent and/or the Lenders such documents and agreements, and shall take or cause to be taken such actions, as the Agent or any Lender may, from time to time, reasonably request to
carry out the terms and conditions of this Agreement and the other Loan Documents. 
 7.24 Pledge of After-Acquired Property;
Additional Borrowers. (a) With respect to any property acquired after the Effective Date by the Parent or any Borrower (other than (1) any property described in paragraph (b), (c) or (d) below, (2) any property subject
to a Lien expressly permitted by Section 7.10(b)(iv), (vi), (vii) and (viii), (3) leasehold interests, motor vehicles and other property excluded from the Collateral pursuant to Section 2(a) of the Security
Agreement, (4) any shares of Parent’s capital stock or (5) any Margin Stock, unless the Parent or the Borrowers in aggregate own at any time Margin Stock (other than shares of Parent’s capital stock) with an aggregate value over
$1,000,000, in which case this Section will apply to Margin Stock (other than shares of Parent’s capital stock) to the extent not promptly disposed of for Cash Equivalents to be included as Collateral) as to which the Agent, for the benefit of
the Lenders, does not have a perfected Lien, the applicable Borrower shall, or shall cause the Parent to, promptly (i) execute and deliver to the Agent such amendments to the Pledge and Security Agreement or such other documents as the Agent
deems necessary or advisable to grant to the Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Agent, for the benefit of the Lenders, a perfected first
priority (subject to prior Liens permitted under the Loan Documents) security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Documents or by
any Requirement of Law or as may be requested by the Agent; provided, that the Borrowers shall not be required to update (or reimburse the Agent for any update of) any filings with the U.S. Patent & Trademark Office more frequently
than once per year. 

  
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 (b) With respect to any fee interest in any real property having an Appraised Value
(together with improvements thereof) of at least $7,500,000 acquired after the Effective Date by the Parent or any Borrower (other than any such real property subject to a Lien expressly permitted by Section 7.10(b)(iv), (vi) or
(vii)), the applicable Borrower shall, or shall cause the Parent to, promptly (i) execute and deliver a first priority (subject to prior Liens as permitted under the Loan Documents) mortgage, in favor of the Agent, for the benefit of the
Lenders, covering such real property, (ii) if requested by the Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property
(or such other amount as shall be reasonably specified by the Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Agent
in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Agent and (iii) if requested by the Agent, deliver to the Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. 
 (c) With
respect to any Subsidiary other than an Unrestricted Subsidiary created or acquired after the Effective Date, the applicable Borrower shall promptly (i) cause such new Subsidiary (A) to become a party to this Agreement as a
“Borrower” hereunder and the Security Agreement as “Grantor”, (B) to take such actions necessary or advisable to grant to the Agent for the benefit of the Lenders a perfected first priority (subject to prior Liens is
permitted under the Loan Documents) security interest in the Collateral described in the Security Instruments with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Security Instruments or by Requirement of Law or as may be requested by the Agent and (C) to deliver to the Agent a certificate of such Subsidiary of the type delivered on the Effective Date with respect to other Borrowers in
form and substance satisfactory to the Agent, (ii) execute and deliver to the Agent such amendments to the Security Instruments and UCC-1 financing statements as the Agent deems necessary or advisable to grant to the Agent, for the benefit of
the Lenders, a perfected first priority (subject to prior Liens permitted under the Loan Documents) security interest in the Securities of such new Subsidiary that are owned by any Borrower, (iii) deliver to the Agent the certificates, if any,
representing such Securities, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Borrower, and (iv) if requested by the Agent, deliver to the Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent. 
 (d)
With respect to any new Unrestricted Subsidiary created or acquired or any new Investment permitted under this Agreement arising after the Effective Date, the applicable Borrower shall promptly take any action and execute and deliver to the Agent
all documents and agreements required by the applicable Security Instruments. 

  
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 7.25 Cash Collateral and Deposit Accounts. 

(a) Until the Agent notifies ATI to the contrary, the Credit Parties shall make collection of all Accounts and other Collateral for the
Agent, shall receive all payments as the Agent’s trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into one or more Approved Deposit Accounts established in the name of such Credit Party. All
amounts deposited into such Approved Deposit Accounts shall be swept on a daily basis and transferred to the Payment Account for further dispersal subject to the Blocked Account Agreement. None of the Borrowers shall make any material change in
their cash management practices, including any change that would cause amounts held in any Approved Deposit Account not to be swept on a daily basis to the Payment Account. Following receipt of written notice from the Agent that an Activation Period
(as defined below) exists and until receipt of written notice from the Agent that all Activation Periods have terminated, the Clearing Bank shall not permit any Credit Party to make any withdrawals from the Payment Account. Prior to or after the
termination of an Activation Period, the Credit Parties shall have the right to operate and transact business through the Payment Account in normal fashion, including making withdrawals from the Payment Account, but covenants to the Agent it will
not close the Payment Account. No later than two (2) Business Days following the commencement of the Activation Period, and continuing on each Business Day thereafter, the Clearing Bank shall transfer all collected and available balances in the
Payment Account to the Agent as the Agent shall direct. The “Activation Period” means each period which (a) commences upon the day that either (i) Liquidity is less than $37,500,000 or (ii) an Event of Default has
occurred and is continuing, and (b) terminates on the day Liquidity is in excess of $50,000,000 for a period of fifteen (15) consecutive days or such Event of Default has been waived, as applicable. The agreement herein regarding the
definition of “Activation Period” and the dollar amount $37,500,000 shall supersede any agreement between ATI and the Agent contained in the Blocked Account Agreement, and the parties hereto agree that the dollar amount of $30,000,000
contained in paragraph 1(f) of the Blocked Account Agreement shall be deemed to be “$37,500,000” for the purpose of determining whether an “Activation Event” has occurred thereunder. 

(b) On or prior to the Effective Date, the Borrowers shall have delivered to the Agent (i) notifications executed by each of the
Borrowers to each depository institution identified on Schedule 6.25 in form and substance reasonably satisfactory to the Agent of the Agent’s interest in each related Deposit Account (each, a “DDA Notification”), which
DDA Notifications shall be held in escrow by the Agent until the occurrence of an Activation Period, at which time the Agent may, in its discretion, forward such DDA Notifications to the applicable institutions, and (ii) notifications executed
on behalf of the Borrowers to each credit card processor identified on Schedule 6.25 in form and substance reasonably satisfactory to the Agent of the Agent’s interest in all related credit card receivable proceeds (each, a
“Credit Card Notification”), which Credit Card Notifications the Agent may, in its discretion, forward to the applicable credit card processors at any time. The DDA Notifications and the Credit Card Notifications shall require
during the continuance of an Activation Period, the sweep on each Business Day of all available cash receipts and other proceeds from the sale or disposition of any 

  
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Collateral, including, without limitation, the proceeds of all credit card receivables (all such cash receipts and proceeds, “Cash Receipts”) (and with respect to institutions
which maintain a Deposit Account net of a minimum balance not to exceed $10,000) to the Payment Account. 
 (c) The Borrowers
may close Deposit Accounts and/or open new Deposit Accounts, subject to the execution and delivery to the Agent of appropriate DDA Notifications consistent with the provisions of this Section 7.25. Unless consented to in writing by the
Agent, the Borrowers may not enter into any agreements with additional credit card processors unless, contemporaneously therewith, a Credit Card Notification is executed and delivered to the Agent. 

(d) If at any time during the continuance of an Activation Period, any cash or cash equivalents owned by the Borrowers and constituting
proceeds of Collateral are deposited to any account, or held or invested in any manner, other than in an Approved Deposit Account, the Agent may require the Borrowers to close such account and have all funds therein transferred to the Payment
Account, or such other Approved Deposit Account as the Agent may direct. 
 (e) In the event that, notwithstanding the
provisions of this Section 7.25, during the continuance of an Activation Period, the Borrowers receive or otherwise have dominion and control of any such proceeds or collections of Collateral, such proceeds and collections shall be held
in trust by the Borrowers for the Agent and shall not be commingled with any of the Borrowers’ other funds or deposited in any account of any Borrower other than as instructed by the Agent. 

(f) All payments received by the Agent during an Activation Period at a bank account designated by it, will be the Agent’s sole
property for its benefit and the benefit of the Lenders and, provided no Event of Default shall have occurred and be continuing, will be credited to the Loan Account immediately (conditional upon final collection) if received no later than 12:00
noon (New York City time) and otherwise on the next Business Day and shall be applied to outstanding Obligations as follows: first, to pay any fees, indemnities or expense reimbursements then due to the Agent; second, to pay interest
and principal due to the Bank in respect of all Non-Ratable Loans; third, to pay all fees, expenses and indemnities due to the Letter of Credit Issuers in respect of Letters of Credit; fourth, to pay any Obligations constituting fees
due to the Lenders (other than fees relating to Bank Products); fifth, to pay interest due in respect of all Loans (other than Non-Ratable Loans); and sixth, to pay or prepay principal of all Loans (other than Non-Ratable Loans) and
unpaid reimbursement obligations in respect of Letters of Credit; with any excess after all such applications of payment being released to the Borrowers. 
 ARTICLE 8 
 CONDITIONS OF LENDING 

8.1 Conditions Precedent to Making of Loans on the Effective Date. The obligation of the Lenders to make the initial Revolving
Loans, if any, on the Effective Date, and 

  
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the obligation of the Agent to cause any Letter of Credit Issuer to initially issue any Letter of Credit on the Effective Date (including for purposes hereof, the inclusion of each letter of
credit set forth on Schedule 1.3 hereto as a Letter of Credit governed by this Agreement), are subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender: 

(a) This Agreement and the other Loan Documents shall have been executed by each party thereto and the Borrowers shall have performed and
complied with all covenants, agreements and conditions contained herein and the other Loan Documents which are required to be performed or complied with by the Borrowers before or on such Effective Date. 

(b) Immediately after making the Revolving Loans (including such Revolving Loans made to pay fees, costs and expenses then payable under
this Agreement), if any, on the Effective Date and after giving effect to any Letters of Credit issued or outstanding on the Effective Date, the Borrowers shall have Availability of at least $50,000,000. 

(c) The Agent and the Lenders shall have received such opinions of counsel for the Borrowers and the other Credit Parties as the Agent
shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. 
 (d) The Agent shall have received: 
 (i) fully completed financing statements to
be filed under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Agent’s Liens; and 
 (ii) duly executed UCC-3 Termination Statements and such other instruments, in form and substance satisfactory to the Agent, as shall be necessary to terminate and satisfy all Liens on the property of the
Credit Parties other than Liens permitted hereunder. 
 (e) The Borrowers shall have paid all fees and expenses of the Agent
and the Attorney Costs of single counsel to the Agent and the Lenders incurred by the Agent in connection with any of the Loan Documents and the transactions contemplated thereby to the extent invoiced. 

(f) The Agent shall have received, in form, scope, and substance, reasonably satisfactory to the Agent, evidence of all insurance
coverage as required by this Agreement. 
 (g) The Agent shall have received completed appraisals and field examinations, with
results reasonably satisfactory to the Agent. 

  
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 (h) All proceedings taken in connection with the execution of this Agreement, all other
Loan Documents and all documents and papers relating thereto shall be reasonably satisfactory in form, scope, and substance to the Agent and the Lenders. 
 (i) Without limiting the generality of the items described above, each Borrower and each Person guarantying or securing payment of the Obligations shall have delivered or caused to be delivered to the
Agent (in form and substance reasonably satisfactory to the Agent), the financial statements, instruments, resolutions, documents, agreements, certificates, opinions and other items set forth on the “Closing Checklist” delivered by the
Agent to ATI prior to the Effective Date. 
 The acceptance by the Borrowers of any Credit Extension made on the Effective Date
shall be deemed to be a representation and warranty made by the Borrowers to the effect that all of the conditions precedent to the making of such Credit Extension have been satisfied, with the same effect as delivery to the Agent and the Lenders of
a certificate signed by a Responsible Officer of each Borrower, dated the Effective Date, to such effect. 
 Execution and
delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 8.1 have been fulfilled to the satisfaction of such Lender,
(ii) the decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition
precedent set forth in this Section 8.1, and (iii) all documents sent to such Lender for approval consent, or satisfaction were acceptable to such Lender. 
 8.2 Conditions Precedent to Each Loan. The obligation of the Lenders to make each Loan, including the initial Revolving Loans on or after the Effective Date, and the obligation of any Letter of
Credit Issuer to issue or permit the renewal (automatic or otherwise) of any Letter of Credit shall be subject to the further conditions precedent that on and as of the date of any such Credit Extension: 

(a) The following statements shall be true, and the acceptance by any Borrower of any Credit Extension shall be deemed to be a statement
to the effect set forth in clauses (i), (ii) and (iii) with the same effect as the delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of such Borrower, dated the date of such Credit
Extension, stating that: 
 (i) The representations and warranties of the Credit Parties contained in this Agreement and the
other principal Loan Documents are correct in all material respects on and as of the date of such Credit Extension and are deemed made on and as of such date, other than any such representation or warranty which relates to a specified prior date and
except to the extent the Agent and the Lenders have been notified in writing by any Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or
warranty; and 

  
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 (ii) No event has occurred and is continuing, or would result from such Credit Extension,
which constitutes a Default or an Event of Default; and 
 (iii) No event has occurred and is continuing, or would result from
such Credit Extension, which has had or would have a Material Adverse Effect. 
 (b) No such Credit Extension shall exceed
Availability, provided, however, that the foregoing conditions precedent are not conditions to each Lender participating in or reimbursing the Bank or the Agent for such Lenders’ Pro Rata Share of any Non-Ratable Loan or Agent
Advance made in accordance with the provisions of Sections 1.2(h) or (i) or any Revolving Loan made to reimburse any drawing under a Letter of Credit pursuant to Section 1.3(e). 

ARTICLE 9 

DEFAULT; REMEDIES 
 9.1 Events of Default. It shall constitute an event of default (“Event of Default”) if any one or more of the following shall occur for any reason: 

(a) any failure by any Borrower to pay (i) the principal of the Loans when due, (ii) the interest on any of the Obligations
(other than Bank Product Obligations) or any fee hereunder when due, whether upon demand or otherwise and such failure under this clause (ii) shall continue for a period of three (3) or more Business Days, or (iii) any other amount
owing hereunder when due, whether upon demand or otherwise and such failure under this clause (iii) shall continue for a period of five (5) or more Business Days; 
 (b) any representation or warranty made or deemed made to the Agent, the Letter of Credit Issuers or the Lenders by any Borrower in this Agreement or by any Credit Party in any of the other Loan
Documents, any Financial Statement, or any certificate furnished by any Borrower or any of its Subsidiaries at any time to the Agent, the Letter of Credit Issuers or any Lender shall prove to be untrue in any material respect as of the date on which
made, deemed made, or furnished; 
 (c) (i) any default by a Credit Party shall occur in the observance or performance of any
of the covenants and agreements contained in Sections 5.2(j), 7.2, 7.9 through 7.22 or 7.25 (including any corresponding default of the Parent under Section 4(g) of the Parent Guaranty), (ii) any default by a Credit Party shall
occur in the observance or performance of any of the covenants and agreements contained in Sections 5.2 (other than 5.2(j)), 5.3 or 7.5 (including any corresponding default of the Parent under Section 4(g) of the Parent Guaranty) and
such default shall continue for five (5) Business Days or more after written notice thereof from the Agent or any Lender or actual knowledge thereof by a Responsible Officer of any Borrower; or (iii) any default by a Credit Party shall
occur in the observance or performance of any of the other covenants or agreements contained in any other Section of this Agreement or any other principal Loan Document, and such default shall continue for thirty (30) days or more after written
notice thereof from the Agent or any Lender or actual knowledge thereof by a Responsible Officer of any Borrower; 

  
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 (d) any default shall occur with respect to any Debt (other than the Obligations but
including Bank Product Obligations) of any Borrower or any of its Subsidiaries in an outstanding principal amount which exceeds $5,000,000 (“Material Debt”), or under any agreement or instrument under or pursuant to which any such
Material Debt may have been issued, created, assumed, or guaranteed by any Borrower or any of its Subsidiaries, and such default shall continue for more than the period of grace, if any, therein specified, if the effect thereof (with or without the
giving of notice or further lapse of time or both) is to accelerate, or to permit the holders of any such Material Debt to accelerate, the maturity of any such Material Debt; or any such Material Debt shall be declared due and payable or be required
to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; 
 (e) any Credit
Party shall (i) file a voluntary petition in bankruptcy or file a voluntary petition or an answer or otherwise commence any action or proceeding seeking reorganization, arrangement or readjustment of its debts or for any other relief under the
Bankruptcy Code or under any other bankruptcy or insolvency act or law, state or federal, now or hereafter existing, or consent to, approve of, or acquiesce in, any such petition, action or proceeding; (ii) apply for or acquiesce in the
appointment of a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or similar officer for it or for all or any part of its property; (iii) make an assignment for the benefit of creditors; or (iv) be unable generally
to pay its debts as they become due; 
 (f) an involuntary petition shall be filed or an action or proceeding otherwise
commenced seeking reorganization, arrangement, consolidation or readjustment of the debts of any Credit Party or for any other relief under the Bankruptcy Code or under any other bankruptcy or insolvency act or law, state or federal, now or
hereafter existing and such petition or proceeding shall continue in effect and not be dismissed or stayed for a period of sixty (60) consecutive days after the filing or commencement thereof, or an order of relief shall be entered with respect
thereto under the Bankruptcy Code; 
 (g) a receiver, assignee, liquidator, sequestrator, custodian, monitor, trustee or
similar officer for any Credit Party or for all or any material part of its property shall be appointed or a warrant of attachment, execution or similar process shall be issued against any material part of the property of any Credit Party;

 (h) any Credit Party shall file a certificate of dissolution under applicable state law or shall be liquidated, dissolved or
wound-up or shall commence or have commenced against it any action or proceeding for dissolution, winding-up or liquidation, or shall take any corporate action in furtherance thereof except as permitted by Section 7.16(a)(iii);

 (i) any Unrestricted Subsidiary shall be subject to any event described in the foregoing clauses (e), (f), (g) or
(h) of this Section 9.1 and such event would reasonably be expected to result in a Material Adverse Effect; 

  
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 (j) all or any material part of the property of any Credit Party shall be nationalized,
expropriated or condemned, seized or otherwise appropriated, or custody or control of such property or of such Credit Party shall be assumed by any Governmental Authority or any court of competent jurisdiction at the instance of any Governmental
Authority, except where contested in good faith by proper proceedings diligently pursued where a stay of enforcement is in effect; 
 (k) any material Loan Document shall be revoked or declared void, invalid or unenforceable or any Credit Party shall reject or deny its obligations under any Loan Document; 

(l) one or more judgments, orders, decrees or arbitration awards is entered against any Credit Party involving in the aggregate
liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related or unrelated series of transactions, incidents or conditions, of $5,000,000 or more, and the
same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of sixty (60) days after the entry thereof; 
 (m) any loss, theft, damage or destruction of any item or items of Collateral or other property of any Credit Party occurs which would reasonably be expected to cause a Material Adverse Effect and is not
adequately covered by insurance; 
 (n) for any reason other than any failure of the Agent to take any action available to it
to maintain perfection of the Agent’s Liens, pursuant to the Loan Documents, any material Loan Document ceases to be in full force and effect (other than in accordance with its terms) or any Lien with respect to any material portion of the
Collateral intended to be secured thereby ceases to be, or is not, valid, perfected and prior to all other Liens (other than Permitted Liens) or is terminated, revoked or declared void; 

(o) any Termination Event occurs which will or is reasonably likely to subject either ATI or an ERISA Affiliate to a liability which
will or is reasonably expected to have a Material Adverse Effect; or 
 (p) there occurs a Change in Control. 

9.2 Remedies. 
 (a) Upon the occurrence and during the continuation of any Event of Default, the Agent may, in its discretion, and shall, at the direction of the Required Lenders, do one or more of the following at any
time or times and in any order, without notice to or demand on the Borrowers: (i) reduce advance rates against any amounts used in calculating the Borrowing Base or otherwise reduce one or more other elements of the Borrowing Base, effective
only for so long as such Event of Default continues without being waived; (ii) reduce the Total Facility Amount, effective only for so long as such Event of Default continues without being waived; (iii) restrict the amount of or refuse to
make Revolving Loans, effective only for 

  
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so long as such Event of Default continues without being waived; and (iv) restrict or refuse to provide Letters of Credit, effective only for so long as such Event of Default continues
without being waived; (v) terminate the Commitments; (vi) declare any or all Obligations (other than Bank Product Obligations) to be immediately due and payable; provided, however, that upon the occurrence of any Event of
Default described in Sections 9.1(e), 9.1(f), 9.1(g), or 9.1(h) as to any Credit Party, the Commitments shall automatically and immediately expire and all Obligations (other than Bank Product Obligations) shall
automatically become immediately due and payable without notice or demand of any kind; (vii) require the Borrowers to Fully Support all outstanding Letter of Credit Obligations; and/or (viii) pursue its other rights and remedies under the
Loan Documents and applicable law. Agent will use commercially reasonable efforts to provide notice to ATI of any remedy or other action described under this Section 9.2(a), but the failure to give such notice shall not impair any right
or remedy otherwise available to the Agent or create any right or remedy in favor of any Credit Party or liability of the Agent or any Lender. 
 (b) If an Event of Default has occurred and is continuing: (i) the Agent shall have for the benefit of the Lenders, in addition to all other rights of the Agent and the Lenders, the rights and
remedies of a secured party under the Loan Documents and the UCC; (ii) the Agent may, at any time, take possession of the Collateral and keep it on the applicable Borrower’s premises, at no cost to the Agent or any Lender, or remove any
part of it to such other place or places as the Agent may desire, or the applicable Borrower shall, upon the Agent’s demand, at such Borrower’s cost, assemble the Collateral and make it available to the Agent at a place reasonably
convenient to the Agent; and (iii) the Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Agent deems advisable in its sole discretion and may, if
the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be
given in the following manner, each Borrower agrees that any notice by the Agent of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to such
Borrower if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) Business Days prior to such action to such Borrower’s address
specified in or pursuant to Section 14.8. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Agent or the Lenders receive payment, and if the
buyer defaults in payment, the Agent may resell the Collateral without further notice to such Borrower. In the event the Agent seeks to take possession of all or any portion of the Collateral by judicial process, each Borrower irrevocably waives:
(A) the posting of any bond, surety or security with respect thereto which might otherwise be required; (B) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (C) any requirement
that the Agent retain possession and not dispose of any Collateral until after trial or final judgment. Each Borrower agrees that the Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any
Person. To the extent not prohibited by applicable Requirements of Law or by any material contract of any Credit Party, the Agent is hereby granted a license or other right to use, without charge, such Borrower’s labels, patents,


  
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copyrights, name, trade secrets, trade names, trademarks, and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and such
Borrower’s rights under all licenses and all franchise agreements shall inure to the Agent’s benefit for such purpose. The proceeds of sale shall be applied first to all expenses of sale, including attorneys’ fees, and then to the
Obligations. The Agent will return any excess to such Borrower and such Borrower shall remain liable for any deficiency. 
 (c)
If an Event of Default occurs and is continuing, each Borrower hereby waives all rights to notice and hearing prior to the exercise by the Agent of the Agent’s rights to repossess the Collateral without judicial process or to reply, attach or
levy upon the Collateral without notice or hearing. 
 ARTICLE 10 

TERM AND TERMINATION 
 10.1 Term and Termination. The term of this Agreement shall end on the Stated Termination Date unless sooner terminated in accordance with the terms hereof. Upon the effective date of termination
of this Agreement for any reason whatsoever, all Obligations (other than Bank Product Obligations) (including all unpaid principal, accrued and unpaid interest and any early termination or prepayment fees or penalties) shall become immediately due
and payable and the Borrowers shall immediately arrange for the Letters of Credit then outstanding to be Fully Supported. 

ARTICLE 11 

AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS 

11.1 Amendments and Waivers. 
 (a) Except as otherwise provided for herein or in such other Loan Documents, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any
departure by any Borrower or any other Credit Party therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by the Agent at the written request of the Required Lenders) and each Borrower and then any
such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders
and each Borrower and acknowledged by the Agent, do any of the following: 
 (i) increase or extend the Commitment of the
Lenders (provided that if any Lender desires to increase its Commitment and such increase would not result in an increase in the aggregate Commitments, only the consent of such Lender shall be required for such increase); 

  
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 (ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any
payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document; 
 (iii) reduce the principal of, or the rate of interest specified herein on any Loan, or any fees or other amounts payable to the Agent, the Letter of Credit Issuers or the Lenders hereunder or under any
other Loan Document; 
 (iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans
which is required for the Lenders or any of them to take any action hereunder; 
 (v) increase any of the percentages set forth
in the definition of the Borrowing Base or in the proviso to Section 1.2(i)(i); 
 (vi) amend this Section or any
provision of this Agreement providing for consent or other action by all Lenders; 
 (vii) release any Borrower or any
Guarantor or release Collateral other than as otherwise expressly permitted by the Loan Documents; 
 (viii) change the
definition of “Required Lenders”; 
 (ix) increase the Total Facility Amount or Letter of Credit Subfacility; or

 (x) change Section 3.5 in any manner that would alter the ratable sharing of payments among Lenders; 

provided, however, the Agent may, in its sole discretion and notwithstanding the limitations contained in clauses (v) and
(ix) above and any other terms of this Agreement, make Agent Advances in accordance with Section 1.2(i) and, provided further, that no amendment, waiver or consent shall, unless in writing and signed by the
Agent, affect the rights or duties of the Agent under this Agreement or any other Loan Document and provided further, that Schedule 1.1 hereto (Commitments) may be amended from time to time by Agent alone to reflect assignments
of Commitments in accordance herewith. 
 (b) If any fees are paid to the Lenders as consideration for amendments, waivers or
consents with respect to this Agreement, at Agent’s election, such fees may be paid only to those Lenders that agree to such amendments, waivers or consents within the time specified for submission thereof. 

(c) If, in connection with any proposed amendment, waiver or consent (a “Proposed Change”) requiring the consent of all
Lenders, the consent of Required Lenders is obtained, but the consent of other Lenders is not obtained (any such Lender whose consent is not obtained as described in this clause (c) being referred to as a “Non-Consenting
Lender”), then, so 

  
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long as the Agent is not a Non-Consenting Lender, at the Borrowers’ request, the Agent or an Eligible Assignee shall have the right (but not the obligation) with the Agent’s approval,
to purchase from the Non-Consenting Lenders, and the Non-Consenting Lenders agree that they shall sell, all the Non-Consenting Lenders’ Commitments for an amount equal to the principal balances thereof and all accrued interest and fees with
respect thereto through the date of sale pursuant to Assignment and Acceptance Agreement(s), without premium or discount. 

11.2 Assignments; Participations. 
 (a) Any Lender may assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and
obligations of such Lender hereunder, in a minimum amount of $1,000,000 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after
giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000); provided, however, that the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the
interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrowers (or ATI on behalf of the
Borrowers) and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrowers (or ATI on behalf of the Borrowers) and the Agent an Assignment and Acceptance in the form of Exhibit F
(“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500. Each Borrower agrees to promptly
execute and deliver promissory notes and replacement promissory notes as reasonably requested by the Agent or any Lender to evidence assignments of the Loans and Commitments in accordance herewith. 

(b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and
payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit have been
assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other
Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). 
 (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows:
(i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in


  
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connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or
the attachment, perfection, or priority of any Lien granted by any Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial
condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this
Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance
upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement;
(v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the
discretionary rights and incidental power, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be
performed by it as a Lender. 
 (d) Immediately upon satisfaction of the requirements of Section 11.2(a), this
Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall
reduce such Commitments of the assigning Lender pro tanto. 
 (e) Any Lender may at any time sell to one or more
commercial banks, financial institutions, or other Persons not Affiliates of any Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the
“originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating
Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and
obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this
Agreement or any other Loan Document except the matters set forth in Section 11.1(a)(i), (ii) and (iii), and (v) all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such
participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of
its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. If a Lender sells a
participating interest in its Loans, commitments or other interests hereunder as described 

  
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above, such Lender shall thereafter maintain at its address specified on the signature pages hereto, as agent for the Borrowers, a register (the “Participation Register”) for the
recordation of the names and addresses of each Participant and the principal amounts of each such participation. A Participant may not, with respect to such participation, enter into any subparticipation or otherwise subdivide, sell, transfer or
assign any of its rights therein without prior written consent of the applicable Lender, which consent shall not be unreasonably withheld or delayed. In the event that the Lender consents to the proposed subparticipation, sale, transfer or
assignment of or with respect to any participation (any such subdivision, sale, transfer or assignment, a “Transfer”), the Lender shall thereafter maintain at its address specified on the signature pages hereto a copy of the written
consent to such Transfer and shall record the names and addresses of each transferee (a “Transferee”) and the principal amount of each such Transfer in the Participation Register. A Participant shall not be entitled to receive any
greater payment under Section 4.1 or 4.4 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made
with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 4.1 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit
of the Borrower, to comply with Section 4.1(e) as though it were a Lender. 
 (f) Notwithstanding any other
provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB
or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. 
 ARTICLE 12 
 THE AGENT 

12.1 Appointment and Authorization. Each Lender hereby designates and appoints Bank as its Agent under this Agreement and the
other Loan Documents and each Lender hereby irrevocably authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. Notwithstanding
any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein or therein, nor shall the Agent have or be deemed to
have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without
limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine
of any applicable law. Instead, 

  
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such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly
otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly
entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect to the calculation of the Borrowing Base, (b) the making of Agent
Advances pursuant to Section 1.2(i), and (c) the exercise of remedies pursuant to Section 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders. 

12.2 Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects
as long as such selection was made without gross negligence or willful misconduct. 
 12.3 Liability of Agent. None of
the Agent-Related Persons shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of any Borrower, or any officer thereof,
contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or
the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of any Borrower or any of any Borrower’s Subsidiaries or Affiliates. 
 12.4 Reliance by
Agent. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the Borrowers), independent accountants and other
experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with 

  
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a request or consent of the Required Lenders (or all Lenders if so required by Section 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Lenders. 
 12.5 Notice of Default. The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default, unless the Agent shall have received written notice from a Lender or any Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice
of default.” The Agent will notify the Lenders of its receipt of any such notice. The Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Article 9;
provided, however, that unless and until the Agent has received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as
it shall deem advisable. 
 12.6 Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has
made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of any Borrower and its respective Affiliates, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of
and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of each Borrower and its respective Affiliates, and all applicable bank regulatory laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it
deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers. Except for notices, reports and other documents expressly herein required to be furnished to
the Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of
any Borrower which may come into the possession of any of the Agent-Related Persons. 
 12.7 Indemnification. Whether or
not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrowers and without limiting the obligation of the Borrowers to do
so), in accordance with their Pro Rata Shares, from and against any and all Indemnified Liabilities as such term is defined in Section 14.11; provided, however, that no Lender shall be liable for the payment to the
Agent-Related Persons of any portion of such Indemnified Liabilities resulting directly from such Agent-Related Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent


  
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upon demand for its Pro Rata Share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or
referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The undertaking in this Section shall survive the payment of all Obligations (other than Bank Product Obligations) hereunder and
the resignation or replacement of the Agent. 
 12.8 Agent in Individual Capacity. The Bank and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any Borrower and its respective
Subsidiaries and Affiliates as though the Bank were not the Agent hereunder and without notice to or consent of the Lenders. The Bank or its Affiliates may receive information regarding any Borrower, its respective Affiliates and Account Debtors
(including information that may be subject to confidentiality obligations in favor of such Borrower or such Subsidiary) and acknowledge that the Agent and the Bank shall be under no obligation to provide such information to them. With respect to its
Loans, the Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent, and the terms “Lender” and “Lenders” include the Bank in its individual
capacity. 
 12.9 Successor Agent. The Agent may resign as Agent upon at least 30 days’ prior notice to the Lenders
and the Borrowers (or to ATI on behalf of the Borrowers), such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale,
transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under
this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders reasonably acceptable to the Borrowers. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the
Agent may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Agent and the term “Agent” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent,
the provisions of this Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. 
 12.10 Collateral Matters. 
 (a) The Lenders hereby irrevocably authorize
the Agent, at its option and in its sole discretion, to release any Agent’s Liens upon any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Loans


  
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and reimbursement obligations in respect of Letters of Credit, and the termination of all outstanding Letters of Credit (whether or not any of such obligations are due) and all other Obligations;
(ii) constituting property being sold or disposed of if such Borrower certifies to the Agent that the sale or disposition is made in compliance with Section 7.10 (and the Agent may rely conclusively on any such certificate, without
further inquiry); (iii) constituting property in which such Borrower owned no interest at the time the Lien was granted or at any time thereafter; or (iv) constituting property leased to such Borrower under a lease which has expired or
been terminated in a transaction permitted under this Agreement. Except as provided above, the Agent will not release any of the Agent’s Liens without the prior written authorization of the Lenders; provided that the Agent may, in its
discretion, release the Agent’s Liens on Collateral valued in the aggregate not in excess of $5,000,000 during each Fiscal Year without the prior written authorization of the Lenders and the Agent may release the Agent’s Liens on
Collateral valued in the aggregate not in excess of $10,000,000 during each Fiscal Year with the prior written authorization of Required Lenders. Upon request by the Agent or the Borrowers at any time, the Lenders will confirm in writing the
Agent’s authority to release any Agent’s Liens upon particular types or items of Collateral pursuant to this Section 12.10. 
 (b) Upon receipt by the Agent of any authorization required pursuant to Section 12.10(a) from the Lenders of the Agent’s authority to release Agent’s Liens upon particular types or
items of Collateral, and upon at least five (5) Business Days prior written request by the Borrowers, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of
the Agent’s Liens upon such Collateral; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any
obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being
released) upon (or obligations of the Borrowers in respect of) all interests retained by such Borrower, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. 

(c) The Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by any Borrower
or is cared for, protected or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all
or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Agent pursuant to any of the Loan Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion given the Agent’s own interest in the Collateral in its capacity as one of
the Lenders and that the Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing. 

  
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 12.11 Restrictions on Actions by Lenders; Sharing of Payments. 

(a) Each of the Lenders agrees that it shall not, without the express consent of the Agent and the Required Lenders, and that it shall,
to the extent it is lawfully entitled to do so, upon the request of the Agent and the Required Lenders, set off against the Obligations (other than Bank Product Obligations), any amounts owing by such Lender to any Borrower or any accounts of any
Borrower now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so by the Agent, take or cause to be taken any action to enforce its rights under this Agreement or any
other Loan Document against any Borrower, including the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. 

(b) If at any time or times any Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any proceeds of Collateral
or any payments with respect to the Obligations (other than Bank Product Obligations) of any Borrower to such Lender arising under, or relating to, this Agreement or the other Loan Documents, except for any such proceeds or payments received by such
Lender from the Agent pursuant to the terms of this Agreement, or (ii) payments from the Agent in excess of such Lender’s ratable portion of all such distributions by the Agent, such Lender shall promptly (1) turn the same over to the
Agent, in kind, and with such endorsements as may be required to negotiate the same to the Agent, or in same day funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable
provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders
in accordance with their Pro Rata Shares; provided, however, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or
in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with
the recovery of the excess payment. 
 12.12 Agency for Perfection. Each Lender hereby appoints the Agent and each other
Lender as agent for the purpose of perfecting the Lenders’ security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender (other than the Agent) obtain possession of any such
Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or in accordance with the Agent’s instructions. 

12.13 Payments by Agent to Lenders. All payments to be made by the Agent to the Lenders shall be made promptly in accordance with
the terms of this Agreement by bank wire transfer or internal transfer of immediately available funds to each Lender pursuant to wire transfer instructions delivered in writing to the Agent on or prior to the Effective Date (or if such Lender is an
Assignee, on the applicable Assignment and Acceptance), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to the Agent. Concurrently with each such payment, the Agent shall identify whether
such payment (or any 

  
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portion thereof) represents principal, premium or interest on the Revolving Loans or otherwise. Unless the Agent receives notice from any Borrower prior to the date on which any payment is due to
the Lenders that such Borrower will not make such payment in full as and when required, the Agent may assume that such Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not
be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower has not made such payment in full to the Agent, each Lender shall
repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. 

12.14 Settlement. 
 (a) (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans.
Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrowers) that in order to facilitate the administration of this Agreement and the other Loan
Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: 

(ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more
frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by
notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (New York City time) on the date of such requested Settlement (the
“Settlement Date”). Each Lender (other than the Bank, in the case of Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount
of the Non-Ratable Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (New York City time), on the Settlement Date applicable thereto. Settlements may occur during the
continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the
applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount required
hereunder to be so transferred is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds
Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for
itself, with respect to each Agent Advance, but only to the extent such amount is not paid by such Borrower. 

  
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 (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand
is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall
irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata
Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable,
as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender,
the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable
to Base Rate Loans, but only to the extent such amount is not paid by such Borrower. 
 (iv) From and after the date, if any,
on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all
payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. 
 (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement
would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have
been applied to the Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous
sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its
Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans
and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. 

(vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions
precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Non-Ratable Loan. 

  
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 (b) Lenders’ Failure to Perform. All Revolving Loans (other than Non-Ratable
Loans and Agent Advances) shall be made by the Lenders simultaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make
any Revolving Loans hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligation to make any Revolving Loans hereunder, (ii) no failure by any Lender to
perform its obligation to make any Revolving Loans hereunder shall excuse any other Lender from its obligation to make any Revolving Loans hereunder, and (iii) the obligations of each Lender hereunder shall be several, not joint and several.

 (c) Defaulting Lenders. Unless the Agent receives notice from a Lender on or prior to the Effective Date or, with
respect to any Borrowing after the Effective Date, at least one Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent that Lender’s Pro Rata Share of a Borrowing,
the Agent may assume that each Lender has made such amount available to the Agent in immediately available funds on the Funding Date. Furthermore, the Agent may, in reliance upon such assumption, make available to the applicable Borrower on such
date a corresponding amount. If any Lender has not transferred, on the date required hereunder, its full Pro Rata Share of any required funding to the Agent in immediately available funds and the Agent has transferred the corresponding amount to a
Borrower, such Lender, on the Business Day following such date, shall make such amount available to the Agent, together with interest at the Federal Funds Rate for that day. A notice by the Agent submitted to any Lender with respect to amounts owing
shall be conclusive, absent manifest error. If a Lender’s full Pro Rata Share is transferred to the Agent as required, the amount transferred to the Agent shall constitute that Lender’s Revolving Loan for all purposes of this Agreement. If
that amount is not transferred to the Agent on the Business Day following the Funding Date, the Agent will notify the applicable Borrower of such failure to fund and, upon demand by the Agent, such Borrower shall pay such amount to the Agent for the
Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular Borrowing. The
failure of any Lender to make any Revolving Loan on any Funding Date (any such Lender, prior to the cure of such failure, being hereinafter referred to as a “Defaulting Lender”) shall not relieve any other Lender of its obligation
hereunder to make a Revolving Loan on that Funding Date. No Lender shall be responsible for any other Lender’s failure to advance such other Lenders’ Pro Rata Share of any Borrowing. 

(d) Retention of Defaulting Lender’s Payments. The Agent shall not be obligated to transfer to a Defaulting Lender any
payments made by any Borrower to the Agent for the Defaulting Lender’s benefit; nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by
the Agent. In its discretion, the Agent may loan any Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. Any amounts so loaned to any Borrower shall bear interest at the rate applicable to
Base Rate Loans and for all other purposes of this Agreement shall be treated as if they were Revolving Loans, provided, 

  
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however, that for purposes of voting or consenting to matters with respect to the Loan Documents and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a
“Lender”. Until a Defaulting Lender cures its failure to fund its Pro Rata Share of any Borrowing (A) such Defaulting Lender shall not be entitled to any portion of the Unused Line Fee and (B) the Unused Line Fee shall accrue in
favor of the Lenders which have funded their respective Pro Rata Shares of such requested Borrowing and shall be allocated among such performing Lenders ratably based upon their relative Commitments. This Section shall remain effective with respect
to such Lender until such time as the Defaulting Lender shall no longer be in default of any of its obligations under this Agreement. The terms of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or
relieve or excuse the performance by any Borrower of its duties and obligations hereunder. 
 12.15 Letters of Credit;
Intra-Lender Issues. 
 (a) Notice of Letter of Credit Balance. On each Settlement Date the Agent shall notify each
Lender of the issuance of all Letters of Credit since the prior Settlement Date. 
 (b) Participations in Letters of Credit.

 (i) Purchase of Participations. Immediately upon issuance of any Letter of Credit or the making of any L/C Borrowing
in accordance with Section 1.3(d) or (e), as applicable, each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to
such Lender’s Pro Rata Share of the face amount of such Letter of Credit (including all obligations of the applicable Borrower with respect thereto, and any security therefor or guaranty pertaining thereto) or the amount of such L/C Borrowing,
as applicable. 
 (ii) Sharing of Reimbursement Obligation Payments. Whenever the Agent receives a payment from a
Borrower on account of reimbursement obligations in respect of a Letter of Credit or L/C Borrowing as to which the Agent has previously received for the account of a Letter of Credit Issuer thereof payment from a Lender, the Agent shall promptly pay
to such Lender such Lender’s Pro Rata Share of such payment from such Borrower. Each such payment shall be made by the Agent on the next Settlement Date. 
 (iii) Documentation. Upon the request of any Lender, the Agent shall, to the extent delivered to the Agent by the applicable Letter of Credit Issuer, furnish to such Lender copies of any Letter of
Credit, reimbursement agreements executed in connection therewith, applications for any Letter of Credit, and such other documentation as may reasonably be requested by such Lender. 

(iv) Obligations Irrevocable. The obligations of each Lender to make payments to the Agent with respect to any Letter of Credit
or with respect to their participation therein or with respect to the Revolving Loans made as a result of a drawing under 

  
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a Letter of Credit and the obligations of any Borrower for whose account the Letter of Credit was issued to make payments in respect thereof in accordance with the terms thereof and hereof, shall
be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances: 
 (1) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; 
 (2) the existence of any claim, setoff, defense or other right which such Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any
Person for whom any such transferee may be acting), any Lender, the Agent, the issuer of such Letter of Credit, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any
unrelated transactions (including any underlying transactions between such Borrower or any other Person and the beneficiary named in any Letter of Credit); 
 (3) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; 
 (4) the surrender or impairment of any security for the performance or observance
of any of the terms of any of the Loan Documents; 
 (5) the occurrence of any Default or Event of Default; or

 (6) the failure of such Borrower to satisfy the applicable conditions precedent set forth in Article
8. 
 (c) Recovery or Avoidance of Payments; Refund of Payments In Error. In the event any payment by or on behalf of
a Borrower received by the Agent with respect to any Letter of Credit or L/C Borrowing and distributed by the Agent to the Lenders on account of their respective participations therein is thereafter set aside, avoided or recovered from the Agent in
connection with any receivership, liquidation or bankruptcy proceeding, the Lenders shall, upon demand by the Agent, pay to the Agent their respective Pro Rata Shares of such amount set aside, avoided or recovered, together with interest at the rate
required to be paid by the Agent upon the amount required to be repaid by it. Unless the Agent receives notice from the applicable Borrower prior to the date on which any payment is due to the Lenders that such Borrower will not make such payment in
full as and when required, the Agent may assume that such Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption,


  
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distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower has not made such payment in full to the Agent, each Lender shall
repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. 

(d) Indemnification by Lenders. To the extent not reimbursed by the Borrowers and without limiting the obligations of the
Borrowers hereunder, the Lenders agree to indemnify the Letter of Credit Issuers ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against any Letter of Credit Issuer in any way relating to or arising out of any Letter of Credit or the
transactions contemplated thereby or any action taken or omitted by such Letter of Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Lender shall be liable for any of the foregoing to the
extent it arises from the gross negligence or willful misconduct of such Letter of Credit Issuer to be indemnified. Without limitation of the foregoing, each Lender agrees to reimburse each Letter of Credit Issuer promptly upon demand for its Pro
Rata Share of any costs or expenses payable by any Borrower to such Letter of Credit Issuer, to the extent that any Letter of Credit Issuer is not promptly reimbursed for such costs and expenses by such Borrower. The agreement contained in this
Section shall survive payment in full of all other Obligations (other than Bank Product Obligations). 
 12.16 Concerning the
Collateral and the Related Loan Documents. Each Lender authorizes and directs the Agent to enter into the other Loan Documents, for the ratable benefit and obligation of the Agent and the Lenders. Each Lender agrees that any action taken by the
Agent or the Required Lenders, as applicable, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Agent or the Required Lenders, as applicable, of their respective powers set forth therein or herein,
together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. The Lenders acknowledge that the Revolving Loans, reimbursement obligations under Letters of Credit, Agent Advances, Non-Ratable Loans,
Bank Products and all interest, fees and expenses hereunder constitute one Debt, secured pari passu by all of the Collateral. 

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

(a) is deemed to have requested that the Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or
examination report (each a “Report” and collectively, “Reports”) prepared by or on behalf of the Agent; 
 (b) expressly agrees and acknowledges that neither the Bank nor the Agent (i) makes any representation or warranty as to the accuracy of any Report, or (ii) shall be liable for any information
contained in any Report; 

  
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 (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or
examinations, that the Agent or the Bank or other party performing any audit or examination will inspect only specific information regarding the Borrowers and will rely significantly upon the Borrowers’ books and records, as well as on
representations of the Borrowers’ personnel; and 
 (d) without limiting the generality of any other indemnification
provision contained in this Agreement, agrees: (i) to hold the Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report
in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of any
Borrower; and (ii) to pay and protect, and indemnify, defend and hold the Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses and other amounts (including
Attorney Costs) incurred by the Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. 

12.18 Relation Among Lenders. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or
omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for, any other Lender. 
 12.19
Co-Agents. None of the Lenders identified on the facing page or signature pages of this Agreement as a “syndication agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified as a “co-agent” shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not
relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. 
 ARTICLE 13 
 GUARANTEES 

13.1 Guaranty. Each Borrower hereby jointly and severally, unconditionally, continually and irrevocably guarantees to the Agent,
for its benefit and the benefit of the Lenders and the Letter of Credit Issuers, the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise, and in accordance with the terms and
conditions of this Agreement, of all of the Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, and
whether enforceable or unenforceable as against any other Borrower, now or hereafter existing, or due or to become due (all such indebtedness, liabilities and obligations being hereinafter collectively referred to as the “Guaranteed
Obligations”) This Section 13.1 continues, reaffirms and amends, as the case may be, the guarantees under the Original Subsidiary Agreements and the Restated Subsidiary 

  
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Guaranty. Notwithstanding the foregoing, the liability of each Borrower individually with respect to its Guaranteed Obligations shall be limited to an aggregate amount equal to the largest amount
that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law. 

13.2 Contribution. The Borrowers hereby agree as among themselves that, if any Borrower shall make an Excess Payment (as defined
below), such Borrower shall have a right of contribution from each other Borrower in an amount equal to such other Borrower’s Contribution Share (as defined below) of such Excess Payment. The payment obligations of any Borrower under this
paragraph shall be subordinate and subject in right of payment to the Guaranteed Obligations until such time as the Guaranteed Obligations have been paid in full and all Commitments have been terminated, and none of the Borrowers shall exercise any
right or remedy under this paragraph against any other Borrower until the Guaranteed Obligations have been paid in full and all Commitments have been terminated. For purposes of this paragraph, (a) “Excess Payment” shall mean
the amount paid by any Borrower pursuant to this Article 13 in excess of its Pro Rata Guaranty Share of any Guaranteed Obligations; (b) “Pro Rata Guaranty Share” shall mean, for any Borrower in respect of any payment of
Obligations by such Borrower, the ratio (expressed as a percentage) as of the date of such payment of Guaranteed Obligations of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Borrower (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Borrower hereunder) to (ii) the amount by which the aggregate present fair
salable value of all assets and other properties of all of the Borrowers exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the
Borrowers hereunder) of the Borrowers; provided, however, that, for purpose of calculating the Pro Rata Guaranty Shares of the Borrowers in respect of any payment of Guaranteed Obligations, any Borrower that became a Borrower
subsequent to the date of any such payment shall be deemed to have been a Borrower on the date of such payment and the financial information for such Borrower as of the date such Borrower became a Borrower shall be utilized for such Borrower in
connection with such payment; and (c) “Contribution Share” shall mean, for any Borrower in respect of any Excess Payment made by any other Borrower, the ratio (expressed as a percentage) as of the date of such Excess Payment of
(i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Borrower (including contingent, subordinated, unmatured and unliquidated liabilities,
but excluding the obligations of such Borrower hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrowers other than the maker of such Excess Payment exceeds the amount of
all of the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Borrowers hereunder) of the Borrowers other than the maker of such Excess Payment; provided,
however, that, for purposes of calculating the Contribution Shares of the Borrowers in respect of any Excess Payment, any Borrower that became a Borrower subsequent to the date of any such Excess Payment shall be deemed to have been a
Borrower on the date of such Excess Payment and the financial information for such Borrower as of the date such Borrower became a Borrower shall be utilized for such Borrower in connection with such Excess Payment. 

  
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 13.3 Waivers; Other Agreements.(i) Subject to the terms hereof, the Agent is hereby
authorized by the Borrowers (subject to any additional authorization required by the Lenders or the Required Lenders), without notice to or demand upon any Borrower, which notice or demand is expressly waived under this Article 13, and
without discharging or otherwise affecting the obligations of any Borrower under this Article 13 (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: 

(A) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the
Guaranteed Obligations, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including this Agreement and the other Loan Documents) now or hereafter executed by any Borrower and delivered
to the Agent, including, without limitation, any increase or decrease of the rate of interest thereon; 
 (B)
waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including this Agreement and
the other Loan Documents) now or hereafter executed by any Borrower and delivered to the Agent; 
 (C) accept
partial payments on the Guaranteed Obligations; 
 (D) receive, take and hold additional security or collateral
for the payment of the Guaranteed Obligations, or for the payment of any other guaranties of the Guaranteed Obligations or other liabilities of any Borrower, and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect,
subordinate, transfer, otherwise alter and release any such additional security or collateral; 
 (E) apply any
and all such security or collateral and direct the order or manner of sale thereof as the Agent may determine in its sole discretion; 
 (F) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the
Guaranteed Obligations or any other guaranty therefor, in any manner; 
 (G) add, release or substitute any one
or more other guarantors, makers or endorsers of the Guaranteed Obligations and otherwise enforce its rights under the Loan Documents against any Borrower or any other guarantor, maker or endorser as the Agent may elect in its sole discretion;


  
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 (H) apply any and all payments or recoveries from any Borrower, from any
other guarantor, maker or endorser of the Guaranteed Obligations to the Obligations in such order as provided in Section 3.5 hereof, whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others;

 (I) apply any and all payments or recoveries from any Borrower or any other guarantor, maker or endorser of
the Guaranteed Obligations or sums realized from security furnished by any of them upon any of their indebtedness or obligations to the Agent as the Agent in its sole discretion, may determine, whether or not such indebtedness or obligations relate
to the Guaranteed Obligations; and 
 (J) refund at any time, at the Agent’s sole discretion, any payment
received by the Agent in respect of any Guaranteed Obligations, and payment to the Agent of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Agreement shall have been cancelled or surrendered (or any release or
termination of any collateral by virtue thereof) by the Agent, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Borrower hereunder in respect of the amount so refunded
(and any collateral so released or terminated shall be reinstated with respect to such obligations); 
 even if any right of
reimbursement or subrogation or other right or remedy of any Borrower is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding
in respect of the Guaranteed Obligations which impairs any subrogation, reimbursement or other right of such Borrower). 
 The
foregoing provisions are intended to eliminate suretyship defenses and are not intended to affect the operation of Section 11.1. 
 (ii) Each Borrower hereby waives, with respect to this Article 13: 
 (A) any requirements of diligence or promptness on the part of the Agent; 
 (B) presentment, demand for payment or performance and protest and notice of protest with respect to the Guaranteed Obligations; 

(C) notices (I) of nonperformance, (II) of acceptance of this Agreement, (III) of default in respect of the
Guaranteed Obligations, (IV) of the existence, creation or incurrence of new or additional indebtedness, arising either from additional loans extended to any Borrower or otherwise, (V) that the principal amount, or any portion thereof, and/or
any interest on any instrument or document evidencing all or any part of the Guaranteed Obligations is due, (VI) of any and all proceedings to collect from any Borrower, any endorser or any other guarantor of all or any part of the


  
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Guaranteed Obligations, or from anyone else, and (VII) of exchange, sale, surrender or other handling of any security or collateral given to the Agent to secure payment of the Guaranteed
Obligations or any guaranty therefor; 
 (D) any right to require the Agent to (I) proceed first against any
other Borrower, or any other person whatsoever, (II) proceed against or exhaust any security given to or held by the Agent in connection with the Guaranteed Obligations, or (III) pursue any other remedy in the Agent’s power whatsoever;

 (E) any defense arising by reason of (I) any disability or other defense of any Borrower, (II) the
cessation from any cause whatsoever of the liability of any Borrower, (III) any act or omission of the Agent or others which directly or indirectly, by operation of law or otherwise, results in or aids the discharge or release of any Borrower or any
security given to or held by the Agent in connection with the Guaranteed Obligations; 
 (F) any and all other
suretyship defenses under applicable law; and 
 (G) the benefit of any statute of limitations affecting the
Guaranteed Obligations or such Borrower’s liability under this Article 13 or the enforcement of this Article 13. 
 In
connection with the foregoing, each Borrower covenants that the provisions of this Article 13 shall not be discharged, except by complete performance of the obligations contained herein. 

(iii) Each Borrower hereby assumes responsibility for keeping itself informed of the financial condition of each other Borrower, of any
and all endorsers and/or other guarantors of any instrument or document evidencing all or any part of the Guaranteed Obligations and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations or any part thereof
that diligent inquiry would reveal and each Borrower hereby agrees that the Agent shall not have any duty to advise any Borrower of information known to the Agent regarding such condition or any such circumstances. 

(iv) Each Borrower hereby agrees that any Debt of any other Borrower now or hereafter owing to such Borrower is hereby subordinated to
all of the Guaranteed Obligations, whether heretofore, now or hereafter created (the “Subordinated Debt”), and that without the prior consent of the Agent, the Subordinated Debt shall not be paid in whole or in part until the
Guaranteed Obligations have been paid in full, the commitments of the Lenders to extend credit under the Credit Agreement have been terminated, no Letters of Credit are outstanding and the Credit Agreement has been terminated and is of no further
force or effect, except that payments of principal and interest on the Subordinated Debt shall be permitted so long as no Event of Default shall have occurred and be continuing to the extent such payments would not render such Borrower incapable of
performing the Guaranteed Obligations. No Borrower will accept any payment of or on account of any Subordinated Debt at any time in contravention of the foregoing. At the request of the Agent, each Borrower shall pay to the


  
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Agent all or any part of the Subordinated Debt and any amount so paid to the Agent shall be applied to payment of the Guaranteed Obligations. Each payment on the Subordinated Debt received in
violation of any of the provisions hereof shall be deemed to have been received by the relevant Borrower as trustee for the Agent and shall be paid over to the Agent immediately on account of the Guaranteed Obligations, but without otherwise
affecting in any manner such Borrower’s liability under any of the provisions of this Agreement. Each Borrower agrees to file all claims against any other Borrower in any bankruptcy or other proceeding in which the filing of claims is required
by law in respect of any Subordinated Debt, and the Agent shall be entitled to all of such Borrower’s right thereunder. If for any reason the relevant Borrower fails to file such claim at least thirty (30) days prior to the last date on
which such claim should be filed, the Agent, as such Borrower’s attorney-in-fact, is hereby authorized to do so in such Borrower’s name or, in the Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the
name of the Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Agent the full amount payable on the claim in the proceeding, and, to the
full extent necessary for that purpose, each Borrower hereby assigns to the Agent all such Borrower’s rights to any payments or distributions to which such Borrower otherwise would be entitled. If the amount so paid is greater than such
Borrower’s liability hereunder, the Agent will pay the excess amount to the party entitled thereto. In addition, until all the Guaranteed Obligations have been paid in full in cash, each Borrower hereby appoints the Agent as its
attorney-in-fact to exercise all of such Borrower’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of any other Borrower. 
 13.4 Guarantee Absolute and Unconditional. Each Borrower hereby expressly agrees that this Article 13 is a continuing, unconditional guaranty of payment and not of collection and its
obligations under this Article 13 are joint and several, absolute and unconditional and shall not be discharged or otherwise affected as a result of: 
 (i) the invalidity or unenforceability of any security for or other guaranty of the Guaranteed Obligations or of any promissory note or other document (including, without limitation, this Agreement)
evidencing all or any part of the Guaranteed Obligations, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any other guaranty therefor; 

(ii) the absence of any attempt to collect the Guaranteed Obligations from any other Borrower or any other guarantor or other action to
enforce the same; 
 (iii) failure by the Agent to take any steps to perfect and maintain any security interest in, or to
preserve any rights to, any security or collateral for the Guaranteed Obligations or any other guaranty therefor; 
 (iv) any
borrowing or grant of a security interest by any Borrower, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; 

  
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 (v) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion
of the Agent’s claim(s) for repayment of the Guaranteed Obligations; 
 (vi) any use of cash collateral under
Section 363 of the Bankruptcy Code; 
 (vii) any agreement or stipulation as to the provision of adequate protection in
any bankruptcy proceeding; 
 (viii) the avoidance of any lien in favor of the Agent for any reason; 

(ix) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by
or against any Borrower or any other guarantor, maker or endorser, including without limitation, any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such
proceeding; 
 (x) failure by the Agent to file or enforce a claim against any Borrower or its estate in any bankruptcy or
insolvency case or proceeding; 
 (xi) any action taken by the Agent that is authorized by this Agreement; 

(xii) any election by the Agent under Section 9-501(4) of the Uniform Commercial Code as enacted in any relevant jurisdiction as to
any security for the Guaranteed Obligations or any guaranty of the Guaranteed Obligations; or 
 (xiii) any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 13.5 Reinstatement. Each
Borrower further agrees that, if any payment made by any Borrower or any other person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise
required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by the Agent, any of the Lenders and any Letter of Credit Issuer to any Borrower, its estate, trustee, receiver or any other party, including, without
limitation, any guarantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, each Borrower’s liability under this Article 13 (and any lien, security interest
or other collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made, or, if prior thereto this Agreement shall have been cancelled or surrendered (and if any lien, security
interest or other collateral securing any Borrower’s liability under this Article 13 shall have been released or terminated by virtue of such cancellation or surrender), this Article 13 (and such lien, security interest or other
collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, 

  
 81 









 
discharge, impair or otherwise affect the obligations of any Borrower under this Article 13 in respect of the amount of such payment (or any lien, security interest or other collateral
securing such obligation). 
 13.6 Payment. (i) Each Borrower agrees that if any other Borrower shall default in
payment or performance of any of the Guaranteed Obligations, whether principal, interest, premium, fee (including, but not limited to, loan fees and attorneys’ fees and expenses), or otherwise, when and as the same shall become due, and after
expiration of any applicable grace period, whether according to the terms of this Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default, then such Borrower will, upon demand thereof by
the Agent, fully pay to the Agent, for the benefit of the Lenders and the Letter of Credit Issuers in an amount equal to all the Guaranteed Obligations then due and owing. 
 (ii) Each Borrower further agrees to pay all costs and expenses promptly upon written demand by the Agent, including, without limitation, all court costs and reasonable attorneys’ fees and expenses
paid or incurred by the Agent (i) in endeavoring to collect all or any part of the Guaranteed Obligations after the same become due and owing from, or in prosecuting any action against, any Borrower or any other guarantor of all or any part of
the Guaranteed Obligations or (ii) in endeavoring to realize upon (whether by judicial, non-judicial or other proceedings) any Collateral or any other collateral securing any Guarantor’s liabilities under this Article 13.

 ARTICLE 14 
 MISCELLANEOUS 
 14.1 No Waivers; Cumulative Remedies. No failure by
the Agent or any Lender to exercise any right, remedy, or option under this Agreement or any present or future supplement thereto, or in any other agreement between or among any Borrower and the Agent and/or any Lender, or delay by the Agent or any
Lender in exercising the same, will operate as a waiver thereof. No waiver by the Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by the Agent or the Lenders on any occasion
shall affect or diminish the Agent’s and each Lender’s rights thereafter to require strict performance by any Borrower of any provision of this Agreement. The Agent and the Lenders may proceed directly to collect the Obligations (other
than Bank Product Obligations) when due and payable hereunder without any prior recourse to the Collateral. The Agent’s and each Lender’s rights under this Agreement will be cumulative and not exclusive of any other right or remedy which
the Agent or any Lender may have. 
 14.2 Severability. To the fullest extent permitted by applicable law, the illegality
or unenforceability of any provision of this Agreement or any Loan Document or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any
instrument or agreement required hereunder. 

  
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 14.3 Governing Law; Choice of Forum; Service of Process. 

(a) THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR
THEREIN) MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE CITY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS, THE AGENT AND THE LENDERS
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWERS, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED
HERETO. NOTWITHSTANDING THE FOREGOING: (1) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST ANY BORROWER OR ITS RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION THE AGENT OR THE LENDERS DEEM
NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS. 
 (c) EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO SUCH BORROWER AT ITS ADDRESS SET FORTH IN SECTION 14.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS POSTAGE PREPAID. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW. 

14.4 WAIVER OF JURY TRIAL. EACH BORROWER, THE LENDERS AND THE AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY
JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR 

  
 83 









 
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH BORROWER, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. 

14.5 Survival of Representations and Warranties. All of each Borrower’s representations and warranties contained in this
Agreement shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the Agent or the Lenders or their respective agents. 

14.6 Other Security and Guaranties. The Agent, may, without notice or demand and without affecting any Borrower’s obligations
hereunder, from time to time: (a) accept from any Person (other than Parent and its Subsidiaries) and hold collateral (other than the Collateral) for the payment of all or any part of the Obligations and exchange, enforce or release such
collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the Obligations and release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other
collateral as security for the payment of all or any part of the Obligations, or any other Person in any way obligated to pay all or any part of the Obligations. 
 14.7 Fees and Expenses. The Borrowers, jointly and severally, agree to promptly pay to the Agent, for its benefit, on demand, all reasonable costs and expenses (other than any Taxes or Other Taxes,
which are governed by Section 4.1) that Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other Loan Documents,
including: (a) its Attorney Costs; (b) reasonable costs and expenses (including reasonable attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection
with the Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien and title searches and title insurance; (d) taxes, fees and other charges for recording the Mortgages, filing financing statements and
continuations, and other actions to perfect, protect, and continue the Agent’s Liens; (e) sums paid or incurred to pay any amount or take any action required of any Borrower under the Loan Documents that such Borrower fails to pay or take;
(f) subject to Section 7.4, costs of appraisals, field exams, 

  
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inspections, audits, and verifications of the Collateral, including travel, lodging, and meals for inspections of the Collateral and any Borrower’s operations by the Agent plus the
Agent’s then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $850 per day (or portion thereof) for each Person that is an employee of the Agent with respect to each field
examination or audit); and (g) costs and expenses of forwarding loan proceeds, collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting
the Collateral. In addition, the Borrowers jointly and severally agree to pay costs and expenses incurred by the Agent (including its Attorneys’ Costs) to the Agent, for its benefit, promptly upon written demand by Agent, and to the other
Lenders for their benefit, promptly upon written demand, and all reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm retained by such other Lenders, in each case, paid or incurred to obtain payment of the
Obligations, enforce the Agent’s Liens, sell or otherwise realize upon the Collateral, and otherwise enforce against the Credit Parties the provisions of the Loan Documents, or to defend any claims made or threatened against the Agent or any
Lender (other than by another Lender) arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan
Documents regarding costs and expenses to be paid by any Borrower. 
 14.8 Notices. Except as otherwise provided herein,
all notices, demands and requests that any party is required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon
personal delivery thereof, including, but not limited to, delivery by overnight mail and courier service, (b) four (4) days after it shall have been mailed by United States mail, first class, certified or registered, with postage prepaid,
or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows: 
  

							
	If to the Agent or to the Bank:	  	
		
	 Bank of America, N.A.
	  	
	 100 Federal Street
	  	
	 MA5 100 09-09
	  	
	 Boston, MA 02110
	  	
	 Attention:
	  	Kathleen Dimock	  		  	
	 Telephone:
	  	  
	  		  	
	 Telecopy:
	  	  
	  		  	


  
 85 










							
	If to the Borrowers
	
	 AnnTaylor, Inc.

	 7 Times Square

	 New York, New York 10036

	 Attention: Senior Vice President and General Counsel

	 Facsimile No.: (212) 536-4412

	 Telephone No.: (212) 536-4253

	
	 With copies to:

	
	 Cleary Gottlieb Steen & Hamilton LLP

	 One Liberty Plaza

	 New York, NY 10006

	 Attention: Andrea G. Podolsky, Esq.

	 Facsimile No.: (212) 225-3999

	 Telephone No.: (212) 225-2000


 or to such other address as each party may designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, or request to the persons designated above to receive copies
shall not adversely affect the effectiveness of such notice, demand, or request. Each of ANNCO, AT Retail and AT Distribution hereby appoint ATI as its agent for purposes of receiving and delivering all notices, demands and requests pursuant hereto
and under the other Loan Documents. 
 14.9 Waiver of Notices. Each Borrower waives presentment, and notice of demand or
dishonor and protest as to any instrument, notice of intent to accelerate the Obligations and notice of acceleration of the Obligations, as well as any and all other notices to which it might otherwise be entitled, except, in each case, to the
extent expressly provided for in the Loan Documents. No notice to or demand on any Borrower which the Agent or any Lender may elect to give shall entitle any Borrower to any or further notice or demand in the same, similar or other circumstances.

 14.10 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the
respective representatives, successors, and permitted assigns of the parties hereto; provided, however, that no interest herein may be assigned by any Borrower without prior written consent of the Agent and each Lender or by any Lender
other than in accordance with Section 11.2. Each Lender agrees to give prompt notice of any such assignment to the Agent and ATI on behalf of the Borrowers. 

  
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 14.11 Indemnity of the Agent and the Lenders by the Borrowers. 

(a) Each Borrower agrees to defend, indemnify and hold the Agent-Related Persons, and each Lender and each of its respective officers,
directors, employees, counsel, representatives, agents and attorneys-in-fact (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination, resignation or replacement of the Agent or
replacement of any Lender) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any other Loan Document, or the transactions contemplated hereby, or any action taken or omitted by
any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement, any
other Loan Document, or the Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that the Borrowers
shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities to the extent, as to any Indemnified Person, it shall be determined in a final, nonappealable judgment by a court of competent jurisdiction that
such losses, claims, damages, liabilities or expenses resulted from the gross negligence or willful misconduct of such Indemnified Person; provided, further, that the indemnity provided in this Section 14.11 shall in no
event entitle any Indemnified Person to payment in respect of claims, losses, liabilities or expenses of any kind that are expressly limited by or governed by other provisions of this Agreement in excess of amounts (if any) to which such Indemnified
Person is entitled pursuant to such provisions. The agreements in this Section shall survive payment of all other Obligations. 

(b) Each Borrower agrees to indemnify, defend and hold harmless each Indemnified Person from any loss or liability directly or
indirectly arising out of the use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a hazardous substance relating to any Borrower’s operations, business or property. This indemnity
will apply whether the hazardous substance is on, under or about such Borrower’s property or operations or property leased to such Borrower. The indemnity includes but is not limited to Attorneys Costs. “Hazardous substances”
means any substance, material or waste that is or becomes designated or regulated as “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or regulation under any federal, state or local
law (whether under common law, statute, regulation or otherwise) or judicial or administrative interpretation of such, including petroleum or natural gas. This indemnity will survive repayment of all other Obligations. 

14.12 Limitation of Liability. NO CLAIM MAY BE MADE BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO OR THE AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR ATTORNEYS-IN-FACT OF ANY SUCH PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR 

  
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PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH PARTY HERETO HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN
ITS FAVOR. 
 14.13 Final Agreement. This Agreement and the other Loan Documents are intended by the Borrowers, the Agent
and the Lenders to be the final, complete, and exclusive expression of the agreement between them. This Agreement supersedes any and all prior oral or written agreements relating to the subject matter hereof except for the Fee Letter. 

14.14 Counterparts. This Agreement may be executed in any number of counterparts, and by the Agent, each Lender and each Borrower
in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all
signature pages are physically attached to the same document. 
 14.15 Captions. The captions contained in this Agreement
are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any provision. 
 14.16 Right of Setoff. In addition to any rights and remedies of the Lenders provided by law, if an Event of Default exists or the Loans have been accelerated, each Lender is authorized at any time
and from time to time, without prior notice to the Borrowers, any such notice being waived by the Borrowers to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final)
at any time held by, and other indebtedness at any time owing by, such Lender or any Affiliate of such Lender to or for the credit or the account of any Borrower against any and all Obligations owing to such Lender, now or hereafter existing,
irrespective of whether or not the Agent or such Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrowers (or ATI on
behalf of the Borrowers) and the Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING
THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT AND THE REQUIRED
LENDERS. 

  
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 14.17 Confidentiality. 

(a) Each Borrower hereby consents that the Agent and each Lender may issue and disseminate to the public general information describing
the credit accommodation entered into pursuant to this Agreement, including the name and address of any Borrower and any other Subsidiary and a general description of any Borrower’s and its respective Subsidiaries’ business. 

(b) Each Lender and the Agent severally agrees to take normal and reasonable precautions and exercise due care to maintain the
confidentiality of all information provided to the Agent or any Lender by or on behalf of any Credit Party under this Agreement or any other Loan Document (including any Report provided by the Agent to any Lender), except to the extent that such
information (i) was or becomes generally available to the public other than as a result of disclosure by the Agent or such Lender, or (ii) was or becomes available on a nonconfidential basis from a source other than any Borrower, provided
that such source is not bound by a confidentiality agreement with any Borrower or an Affiliate thereof known to the Agent or such Lender; provided, however, that the Agent and any Lender may disclose such information (1) at the
request or pursuant to any requirement of any Governmental Authority to which the Agent or such Lender is subject or in connection with an examination of the Agent or such Lender by any such Governmental Authority; (2) pursuant to subpoena or
other court process; (3) when required to do so in accordance with the provisions of any applicable Requirements of Law; (4) to the extent reasonably required in connection with any litigation or proceeding (including, but not limited to,
any bankruptcy proceeding) to which the Agent, any Lender or their respective Affiliates may be party; (5) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (6) to
the Agent’s or such Lender’s independent auditors, accountants, attorneys and other professional advisors, each of which will be informed of the confidential nature thereof; (7) to any prospective Participant or Assignee under any
Assignment and Acceptance, actual or potential, provided that such prospective Participant or Assignee agrees to keep such information confidential to the same extent required of the Agent and the Lenders hereunder; (8) as expressly permitted
under the terms of any other document or agreement regarding confidentiality to which any Borrower is party with the Agent or such Lender, and (9) to its Affiliates. 
 Notwithstanding anything herein to the contrary, the information subject to this Section 14.17(b) shall not include, and the Borrowers, Agent and each Lender and the respective Affiliates of
each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of each of the foregoing and their Affiliates) may disclose to any and all Persons, without limitation of any kind,
(a) any information with respect to the U.S. federal and state income tax treatment of the transactions contemplated hereby and any facts that may be relevant to understanding such tax treatment, which facts shall not include for this purpose
the names of the parties or such other Persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or facts and (b) all materials of any kind (including opinions or other tax
analyses) that are provided to the Agent or such Lender relating to such tax treatment or facts. 

  
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 14.18 Conflicts with Other Loan Documents. Unless otherwise expressly provided in
this Agreement (or in another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan Document, the provision contained
in this Agreement shall govern and control. 
 14.19 No Lender Reliance on Margin Stock. Each Lender acknowledges and
represents that it, in good faith, has not relied upon Margin Stock of the Parent or any of its Subsidiaries as collateral in its decision to make any Credit Extensions to the Borrowers. 

ARTICLE 15 

AMENDMENT AND RESTATEMENT 
 15.1 Amendment and Restatement. Each Borrower, the Agent, the Letter of Credit Issuers and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the
Original Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by
the terms and provisions of this Agreement and the terms and conditions of the Original Credit Agreement shall be superseded by this Agreement, except as expressly provided herein. 

Notwithstanding the amendment and restatement of the Original Credit Agreement and certain of the related “Loan Documents” as
defined in the Original Credit Agreement (the “Prior Loan Documents”) by this Agreement and the other Loan Documents as herein defined, all of the indebtedness, liabilities and obligations owing by any Borrower under the Original
Credit Agreement shall continue as Obligations hereunder and shall be and remain secured by the Security Instruments for the benefit of the Agent and the Lenders. This Agreement is given as a substitution of, and not as a payment of, the
indebtedness, liabilities and obligations of the Borrowers, under the Original Credit Agreement and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents. As of the Effective Date, there are no Loans
outstanding. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and Letters of Credit outstanding under the Original Credit Agreement shall continue as Loans and Letters of Credit hereunder. 

15.2 Assignment and Acceptance. Each Borrower, the Agent, the Letter of Credit Issuers and the Lenders hereby acknowledge the
assignment by the lenders party to the Original Credit Agreement to the Lenders party hereto of all Loans and Commitments under the Original Credit Agreement in the amounts and allocations as reflected on Schedule 1.1 substantially
simultaneously with the effectiveness of this Agreement and such assignment shall be deemed to have been consummated in accordance with Section 12.01 of the Original Credit Agreement and the terms, conditions, representations and warranties set
forth in the form of Assignment and Acceptance set forth as Exhibit 12.01 of the Original Credit Agreement shall be 

  
 90 









 
deemed to have been made and agreed to as between the lenders party to the Original Credit Agreement and Lender party hereto as if an Assignment and Acceptance had been fully executed and
delivered by such parties. 

  
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 IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above
written. 
  

			
	BORROWERS:
	
	ANNTAYLOR, INC.
		
	By:	 	 /s/ Michael J. Nicholson

	Name:	 	Michael J. Nicholson
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	ANNCO, INC.
		
	By:	 	 /s/ Michael J. Nicholson

	Name:	 	Michael J. Nicholson
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	ANNTAYLOR DISTRIBUTION SERVICES, INC.
		
	By:	 	 /s/ Michael J. Nicholson

	Name:	 	Michael J. Nicholson
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	ANNTAYLOR RETAIL, INC.
		
	By:	 	 /s/ Michael J. Nicholson

	Name:	 	Michael J. Nicholson
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
	
	BANK OF AMERICA, N.A., as the Agent
		
	By:	 	 /s/ Andrew Cerussi

	Name:	 	Andrew Cerussi
	Title:	 	Vice President


 Signature Page

 Third Amended and Restated Credit Agreement 







 
			
	LENDERS:
	
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Andrew Cerussi

	Name:	 	Andrew Cerussi
	Title:	 	Vice President
	
	Address for Notices:
	
	Bank of America, N.A.
	100 Federal Street
	MA5 100 09-09
	Boston, MA 02110



			
	Attention:	 	Kathleen Dimock



			
	Telephone:	 	  

	Telecopy:	 	  

	Telephone No.:	 	  

	Facsimile No.:	 	  




 

			
	Payment Instructions:
	  

	  

	  

	  

	ABA No.:	 	  

	Account Name:	 	  

	Account No.:	 	  

	Reference:	 	AnnTaylor, Inc.


 Signature Page

 Third Amended and Restated Credit Agreement 







 
			
	JPMORGAN CHASE BANK, N.A., as a
	Syndication Agent and as a Lender
		
	By:	 	 /s/ Susanna Profis

	Name:	 	Susanna Profis
	Title:	 	Vice President



			
	
	Address for Notices:
	Scott Troy
	530 5th Ave./8th
Floor NY, NY 10036
	Attention:	 	  

	Telephone:	 	  

	Telecopy:	 	  

	Telephone No.:	 	  

	Facsimile No.:	 	  

	
	Payment Instructions:
	  

	  

	ABA No.:	 	  

	Account Name:	 	  

	Account No.:	 	  

	Reference:	 	AnnTaylor, Inc.


 Signature Page

 Third Amended and Restated Credit Agreement 







 
			
	RBS CITIZENS, N.A., as a Syndication Agent and as a Lender
		
	By:	 	 /s/ Stephen F. Foley

	Name:	 	Stephen F. Foley
	Title:	 	Senior Vice President



			
	
	Address for Notices:
	20 Cabot Road
	Medford, MA
	Attention:	 	Fred Rodriguez



			
	Telephone:	 	  

	Telecopy:	 	  

	Telephone No.:	 	  

	Facsimile No.:	 	  

	
	Payment Instructions:
	  

	  

	ABA No.:	 	  

	Account Name:	 	  

	Account No.:	 	  




			
	Reference:	 	AnnTaylor, Inc.


 Signature Page

 Third Amended and Restated Credit Agreement 







 
			
	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Syndication Agent and as a Lender
		
	By:	 	 /s/ Jennifer Avrigian

	Name:	 	Jennifer Avrigian
	Title:	 	Director



			
	
	Address for Notices:
	301 South College St. NC0479
	Charlotte, NC 28202
	Attention:	 	Karen Kneeland



			
	Telephone:	 	  

	Telecopy:	 	  

	Telephone No.:	 	  

	Facsimile No.:	 	  

	
	Payment Instructions:
	  

	  

	ABA No.:	 	  

	Account Name:	 	  

	Account No.:	 	  




			
	Reference:	 	AnnTaylor, Inc.


 Signature Page

 Third Amended and Restated Credit Agreement 







 
			
	 WELLS FARGO RETAIL FINANCE, LLC,
 as a Lender

		
	By:	 	 /s/ Matthew N. Williams

	Name:	 	Matthew N. Williams
	Title:	 	Vice President



			
	
	Address for Notices:
	One Boston Place, 18th Floor
	Boston, MA 02108
	Attention:	 	Phil Carmichael



			
	Telephone:	 	  

	Facsimile No.:	 	  

	
	Payment Instructions:
	  

	  

	ABA No.:	 	  

	Account Name:	 	  

	Account No.:	 	  




			
	Reference:	 	AnnTaylor, Inc.


 Signature Page

 Third Amended and Restated Credit Agreement 







 
			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ Christopher Motley

	Name:	 	Christopher Motley
	Title:	 	Vice President



			
	
	Address for Notices:
	  

	  

	Attention:	 	  

	Telephone:	 	  

	Telecopy:	 	  

	Telephone No.:	 	  

	Facsimile No.:	 	  

	
	Payment Instructions:
	  

	  

	ABA No.:	 	  

	Account Name:	 	  

	Account No.:	 	  




			
	Reference:	 	AnnTaylor, Inc.


 Signature Page

 Third Amended and Restated Credit Agreement 







 ANNEX A 
 to  
 Credit Agreement 

1. Definitions. 
 Capitalized terms used in the Loan Documents shall have the following respective meanings (unless otherwise defined therein), and all section references in the following definitions shall refer to
sections of the Agreement: 
 “Accommodation Obligation” as applied to any Person, shall mean any contractual
obligation, contingent or otherwise, of that Person with respect to any Debt or other obligation or liability of another, including any such Debt, obligation or liability directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business), co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise)
arising through any agreement to purchase, repurchase, or otherwise acquire such Debt, obligation or liability or any security therefor, or to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition. 

“Accounts” means all of any Borrower’s now owned or hereafter acquired or arising accounts, as defined in the UCC,
including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance. 
 “Account Debtor” means each Person obligated in any way on or in connection with an Account. 
 “ACH Transactions” means any cash management or related services that include the automated clearing house transfer of funds by any Lender which is a bank for the account of any Credit
Party pursuant to agreement or overdrafts. 
 “Acquisition” means the acquisition of (i) a controlling
equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such
equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute all or substantially all of the assets of such Person or of a line or lines
of business conducted by such Person. 
 “Activation Period” has the meaning specified in
Section 7.25. 
 “Adjusted Availability” means at any time (a) the Borrowing Base,
minus (b) Reserves other than Reserves deducted in the calculation of the Borrowing Base, minus (c) in each case, Aggregate Outstandings. 
 “Adjusted Net Earnings from Operations” means, with respect to any fiscal period on a consolidated basis, the Parent’s and each Borrower’s net income after provision for income


  
 A-1









 
taxes for such fiscal period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding any and all of the following included in such net income:
(a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person other than a Subsidiary in which any Borrower has an ownership interest unless
(and only to the extent) such earnings shall actually have been received by such Borrower in the form of cash distributions; (d) earnings of any Person to which all or substantially all of the assets of any Borrower shall have been sold,
transferred or disposed of, or into which any Borrower shall have been merged, or which has been a party with any Borrower to any consolidation or other form of reorganization, prior to the date of such transaction; (e) gain or loss arising
from the acquisition of debt or equity securities of the Parent and the Borrowers or from cancellation or forgiveness of Debt; and (f) gain or loss arising from extraordinary items, as determined in accordance with GAAP or from any other
non-recurring transaction. 
 “Affected Payee” has the meaning given to such term in Section 3.9.

 “Affiliate” as applied to any Person, shall mean any other Person directly or indirectly controlling,
controlled by, or under common control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control
with”), as applied to any Person, means the possession, directly or indirectly, of the power to vote 10% or more of the Securities having voting power for the election of directors of such Person or otherwise to direct or cause the direction of
the management and policies of that Person, whether through the ownership of voting Securities or by contract or otherwise; provided that no financial institution, mutual fund or investment banking firm shall be an Affiliate of any Borrower unless
it owns, directly or indirectly, at least 20% of such Securities of such Borrower. 
 “Agent Advances” has the
meaning specified in Section 1.2(i). 
 “Agent’s Liens” means the Liens in the Collateral
granted to the Agent, for the benefit of the Lenders, Bank, and Agent pursuant to this Agreement and the other Loan Documents. 

“Agent-Related Persons” means the Agent, together with its Affiliates, and the officers, directors, employees, counsel,
representatives, agents and attorneys-in-fact of the Agent and such Affiliates. 
 “Aggregate Outstandings”
means, at any date of determination: the sum of (a) the unpaid balance of Revolving Loans, (b) the aggregate amount of Pending Revolving Loans, and (c) all Letter of Credit Outstandings. 

“Agreement” means the Credit Agreement to which this Annex A is attached, as from time to time amended, modified
or restated. 
 “Applicable Margin” means, initially, 

  
 A-2










	 	(i)	with respect to Base Rate Loans, .000%; 

  

	 	(ii)	with respect to LIBOR Loans and Standby Letter of Credit Fees, 1.50%; 

  

	 	(iii)	with respect to the Unused Line Fee, .350%; and 

  

	 	(iv)	with respect to the Commercial Letter of Credit Fees, .625%. 

 Adjustments in Applicable Margins shall be determined by reference to the following grids: 
  

			
	 If Average Daily
 Availability is:
	  	Level of 
Applicable Margins:
	 Greater than or equal to $150,000,000
	  	Level I
	 Greater than or equal to $75,000,000 but less than $150,000,000
	  	Level II
	 Less than $75,000,000
	  	Level III

  

													
	 Low to High
	  			
	 	  	Applicable Margins	 
	 	  	Level I	 	 	Level II	 	 	Level III	 
	 Base Rate Loans
	  	 	.000	% 	 	 	.000	% 	 	 	.000	% 
	 LIBOR Loans and Standby Letter of Credit Fee
	  	 	1.25	% 	 	 	1.50	% 	 	 	1.75	% 
	 Unused Line Fee
	  	 	.325	% 	 	 	.350	% 	 	 	.375	% 
	 Commercial Letter of Credit Fee
	  	 	.500	% 	 	 	.625	% 	 	 	.750	% 

 Beginning with the fiscal
quarter commencing August 1, 2008, all adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis on the first day of each fiscal quarter of ATI (each an “Adjustment Date”) based on the Average
Daily Availability for the immediately preceding fiscal quarter. ATI shall deliver to the Agent and the Lenders on each Adjustment Date a certificate, signed by a Responsible Officer, setting forth in reasonable detail the basis for the continuance
of, or any change in, the Applicable Margins. If an Event of Default has occurred and is continuing at the time any reduction in the Applicable Margins is to be implemented, no reduction may occur until the first day of the first calendar month
following the date on which such Event of Default is waived or cured. 
 “Applicable Value” means (a) with
respect to Eligible Inventory and Eligible In-Transit Inventory at any time, the lower of (i) average cost of such Eligible Inventory at such time (calculated in accordance with GAAP) or (ii) market value of such Eligible Inventory at


  
 A-3









 
such time, and (b) with respect to Eligible L/C Inventory at any time, the aggregate undrawn face amount of Commercial Letters of Credit issued to finance the purchase of such Eligible L/C
Inventory. 
 “Appraisal Date” means each of (a) the date of the appraisal conducted prior to the
Effective Date, (b) any date upon which the Agent receives results of an appraisal conducted by an Eligible Appraiser at the Agent’s request in accordance with Section 7.4 and (c) any other date on which results are
received by the Agent of an appraisal conducted by an Eligible Appraiser at any Borrower’s request or, if an Event of Default exists, the Agent’s request. 
 “Appraised Value” means (a) with respect to all personal property other than Inventory, the orderly liquidation value, net of expenses, of such personal property, (b) with
respect to Eligible Inventory, Eligible In-Transit Inventory and Eligible L/C Inventory, the Applicable Value of such Eligible Inventory, Eligible In-Transit Inventory and Eligible L/C Inventory multiplied by the Liquidation Percentage and
(c) with respect to all Real Estate, the fair market value of such Real Estate, in each case as established on the most recently occurring Appraisal Date by an appraisal conducted by an Eligible Appraiser. 

“Approved Deposit Account” means each Deposit Account (a) that is maintained within the United States with a
commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having combined capital and surplus in excess of $500,000,000 and otherwise acceptable to the Agent, (b) as to which a DDA
Notification has been executed and delivered to the Agent and (c) as to which the deposits therein are not subject to any Lien, security interest or restriction upon withdrawal, other than the Agent’s Liens and rights of setoff, Liens or
adjustment of the applicable depositary bank. 
 “Assignee” has the meaning specified in
Section 11.2(a). 
 “Assignment and Acceptance” has the meaning specified in
Section 11.2(a). 
 “AT Sourcing” means AnnTaylor Sourcing Far East Limited, a Hong Kong
corporation. 
 “AT Sourcing Obligation” means the accrued obligations of ATI to AT Sourcing for sourcing
services rendered in the ordinary course of business to ATI; provided such obligations shall not be evidenced by a promissory note or other negotiable instrument that has not been delivered to the Agent and duly endorsed in blank, and total Debt of
AT Sourcing other than Debt for borrowed money owed to a wholly-owned Subsidiary of the Parent shall not exceed $500,000. 

“ATI” means AnnTaylor, Inc., a Delaware corporation. 

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other counsel
engaged by any Person, the reasonably allocated costs and expenses of internal legal services of any Person. 

  
 A-4









 “Availability” means at any time (a) the lesser of (i) the Total
Facility Amount and (ii) the Borrowing Base minus Reserves other than Reserves deducted in the calculation of the Borrowing Base, minus (b) in each case, Aggregate Outstandings. 

“Average Daily Availability” means average daily Availability for the most recently ended fiscal quarter (or three month
period for the Initial Adjustment Date only). 
 “Bank” means Bank of America, N.A., a national banking
association, or any successor entity thereto. 
 “Bank Products” means any one or more of the following types
of services or facilities extended to the Parent or any Borrower by any Lender, including the Bank and any Affiliate of the Bank in reliance on the Bank’s agreement to indemnify such affiliate: (i) credit cards; (ii) ACH Transactions;
(iii) cash management, including controlled disbursement services; and (iv) Hedge Agreements; provided, however, that for obligations in respect of any of the foregoing to be included as an “Obligation” for purposes
of a distribution under Section 3.5, the applicable Lender must have previously provided written notice to Agent of (i) the existence of such Bank Product, (ii) the current dollar amount of obligations arising thereunder
(determined, in the case of Hedge Agreements and any other Bank Products that are Debt as defined herein, in accordance with such definition) (“Bank Product Amount”), and (iii) the methodology to be used by such parties in
determining the Bank Product Amount owing from time to time. The Bank Product Amount may be changed from time to time upon written notice to Agent by the applicable Lender. No Bank Product Amount may be established or increased at any time that a
Default or Event of Default exists or if a reserve in such amount would cause Outstandings to exceed Availability. 

“Bank Product Amount” has the meaning provided in the definition of Bank Products. 

“Bank Product Obligations” all debts, liabilities and obligations now or hereafter arising from or in connection with
Bank Products, except to the extent the Agent shall have received written notice from the applicable Lender or Affiliate of Bank that is providing such Bank Products that such debts, liabilities or obligations under such Bank Products shall be
excluded as “Bank Product Obligations” under this Agreement. 
 “Bank Product Reserves” means all
reserves which the Agent from time to time establishes in its reasonable discretion for the Bank Products then provided or outstanding. 
 “Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended. 

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus  1/2 of 1% and
(b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general economic conditions and other factors, and is used as a reference 

  
 A-5









 
point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the
day specified in the public announcement of such change. 
 “Base Rate Loans” means a Revolving Loan during any
period in which it bears interest based on the Base Rate. 
 “Benefit Plan” shall mean a defined benefit plan
as defined in Section 3(35) of ERISA (other than a Multi-employer Plan) which the ATI or an ERISA Affiliate maintains, administers, contributes to or is required to contribute to, or under which ATI or any ERISA Affiliate may incur any
liability. 
 “Blocked Account Agreement” means the Account Control Agreement dated as of November 19,
2003 among ATI, the Agent and the Clearing Bank, or any replacement account control agreement, in form and substance reasonably satisfactory to the Agent, concerning the collection of payments which represent the proceeds of Accounts or of any other
Collateral, as from time to time amended, supplemented or replaced. 
 “Borrowing” means a borrowing hereunder
consisting of Revolving Loans made on the same day by the Lenders to a Borrower or by Bank in the case of a borrowing funded by Non-Ratable Loans or by the Agent in the case of a borrowing consisting of an Agent Advance, or the making of an L/C
Borrowing in connection with any payment made pursuant to a Letter of Credit. 
 “Borrowing Base” at any time,
means an amount equal to: 
  

	 	(a)	the sum of 

 (i)
ninety percent (90%) of the Net Amount of Eligible Credit Card Accounts plus  
 (ii) the lesser of
(A) eighty-five percent (85%) of the Applicable Value of Eligible Inventory, Eligible L/C Inventory and Eligible In-Transit Inventory or (B) eighty-five percent (85%) of the Appraised Value of Eligible Inventory, Eligible L/C
Inventory and Eligible In-Transit Inventory; plus  
 (iii) the lesser of (A) $15,000,000 or
(B) fifty percent (50%) of the Appraised Value of all Eligible Real Estate; minus  
  

	 	(b)	Reserves from time to time established by the Agent in its Commercial Judgment. 

 Notwithstanding the foregoing, for purposes of this definition, no Accounts or Inventory or Fixed Assets being acquired in an Acquisition or otherwise created, purchased, completed or owned by a business
unit acquired pursuant to an Acquisition will be included in the Borrowing 

  
 A-6









 
Base unless (i) the Agent, in its reasonable commercial discretion exercised in good faith, confirms that such Accounts or Inventory or Fixed Assets conform to standards of eligibility
established from time to time by the Agent in accordance with this Agreement, and (ii) to the extent deemed necessary by the Agent, an audit of such Accounts and an appraisal of such Inventory and Fixed Assets is conducted (which appraisal
shall be conducted in accordance with the provisions hereof). 
 “Borrowing Base Certificate” means a
certificate by a Responsible Officer of ATI, substantially in the form of Exhibit B (or another form acceptable to the Agent) setting forth the calculation of the Borrowing Base, including a calculation of each component thereof and each
other item specified in Section 5.2(j), all in such detail as shall be reasonably satisfactory to the Agent. All calculations of the Borrowing Base in connection with the preparation of any Borrowing Base Certificate shall originally be
made by ATI and certified to the Agent; provided, that the Agent shall have the right to review and adjust, in the exercise of its reasonable credit judgment, any such calculation (1) to reflect its reasonable estimate of declines in value of
any of the Collateral described therein that are reflected in an appraisal or audit of such Collateral, and (2) to the extent that such calculation is not in accordance with this Agreement. 

“Business Day” means (a) any day that is not a Saturday, Sunday, or a day on which banks in New York, New York or
Charlotte, North Carolina are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with the LIBOR Rate or LIBOR Loans, any day that is a Business Day pursuant to clause
(a) above and that is also a day on which trading in Dollars is carried on by and between banks in the London interbank market. 
 “Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having
the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank. 

“Capital Expenditures” means all expenditures of any Credit Party due (whether or not paid during any fiscal period)
during any period in respect of the cost of any fixed asset which in accordance with GAAP would be reflected as a fixed asset on the balance sheet of such Credit Party. 
 “Capital Lease” means any lease of property by any Credit Party which, in accordance with GAAP, should be reflected as a capital lease on the balance sheet of such Credit Party.

 “Cash Equivalents” shall mean (a) marketable direct obligations issued or unconditionally guaranteed by
the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States of America or having a rating of at least A-1 or P-1 from either S&P or Moody’s, in each case maturing within 360 days
after the date of acquisition thereof; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof


  
 A-7









 
maturing within 180 days (or, if no Loans are outstanding at the time of acquisition thereof and after giving effect thereto, 360 days) after the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from such other nationally recognized rating services
acceptable to the Requisite Lenders) and not listed in Credit Watch published by S&P; (c) commercial paper, other than commercial paper issued by any Borrower or any Subsidiary of any Borrower or any of their Affiliates, maturing no
more than 180 days (or, if no Loans are outstanding at the time of acquisition thereof and after giving effect thereto, 270 days) after the date of creation thereof and, at the time of acquisition thereof, having a rating of at least A-1 or P-1 from
either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the highest rating from other nationally recognized rating services acceptable to the Required Lenders); (d) domestic and
Eurodollar certificates of deposit or time deposits or bankers’ acceptances maturing within 180 days (or, if no Loans are outstanding at the time of acquisition thereof and after giving effect thereto, 360 days) after the date of acquisition
thereof issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having combined capital and surplus of not less than $500,000,000; (e) repurchase agreements with
parties reasonably acceptable to the Agent with a term of not more than 30 days for securities described in clauses (a) through (d) of this definition; (f) shares of money market mutual or similar funds which invest substantially all
their assets in assets satisfying the requirements of clauses (a) through (d) of this definition; and (g) auction rate preferred instruments maturing no later than 35 days from the date of purchase. 

“Change in Control” shall be deemed to have occurred at such time as either of the following events shall occur:

 (a) There shall be consummated any consolidation or merger of the Parent or any Borrower pursuant to which the
Common Stock would be converted into cash, or other property, in each case, other than a consolidation or merger of the Parent or any Borrower in which the holders of Common Stock immediately prior to the consolidation or merger have, directly or
indirectly, at least a majority of the total voting power in the aggregate of all classes of common stock of the continuing or surviving corporation normally entitled to vote in elections of directors immediately after such consolidation or merger;
or 
 (b) There is a report filed by any person, including its Affiliates and Associates (as defined in Rule
12b-2 of the General Rules and Regulations under the Exchange Act), on Schedule 13D or 14D-1 (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that such person (for the purposes of this definition only, the term
“person” shall include a “person” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision to either of the foregoing) has become the beneficial owner (as the term
“beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 50% or more of the total voting power in the aggregate of all classes of capital stock then outstanding of the Parent
or any Borrower normally entitled to vote in 

  
 A-8









 
elections of directors; provided, however, that a person shall not be deemed beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer
made by or on behalf of such person or any of such person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (1) arises solely
as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act, and (2) is not also then reportable on Schedule 13D
(or any successor schedule, form or report) under the Exchange Act; or 
 (c) The Parent shall cease to be the
owner of 100% of the capital stock of ATI. 
 Notwithstanding the foregoing, a Change in Control shall not be
deemed to have occurred if at any time the Parent, any Subsidiary of the Parent, any employee stock ownership plan or any other employee benefit plan of either the Parent or any Subsidiary of the Parent, or any person holding shares of Common Stock
for or pursuant to the terms of any such employee benefit plan, files or becomes obligated to file a report under or in response to Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report) under the Exchange Act disclosing
beneficial ownership by it of 50% or more of the total voting power in the aggregate of all classes of Common Stock then outstanding of the Parent normally entitled to vote in elections of directors. 

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

“Claim” shall mean any claim or demand, by any Person, of whatsoever kind or nature for any actual or alleged
Liabilities and Costs, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, license, permit, ordinance or regulation, common law or otherwise. 

“Clearing Bank” means Wachovia, National Association, or any other banking institution with whom the Payment Account has
been established pursuant to the Blocked Account Agreement. 
 “Closing Fee” has the meaning specified in
Section 2.4. 
 “Code” means the Internal Revenue Code of 1986 as from time to time amended, or any
successor statute. 
 “Collateral” means all of each Credit Party’s real and personal property (other than
leasehold interests and other property excluded from the Collateral pursuant to Section 2(a) of the Security Agreement, shares of Parent’s capital stock or any Margin Stock, unless the


  
 A-9









 
Parent or the Borrowers in aggregate own at any time Margin Stock (other than shares of Parent’s capital stock) with an aggregate value over $1,000,000, in which case such Margin Stock
(other than shares of Parent’s capital stock) shall be included as Collateral or disposed of for Cash Equivalents to be included as Collateral) and all other assets of any Credit Party from time to time subject to Agent’s Liens securing
payment or performance of the Obligations pursuant to the Security Instruments. 
 “Commercial Judgment” means
the reasonable commercial discretion exercised in good faith based on an event, condition or circumstance either (i) arising after the Effective Date or (ii) existing on the date hereof to the extent the Agent has not been notified thereof
in writing by any Credit Party prior to the Effective Date. 
 “Commercial Letter of Credit shall mean any Letter of
Credit which is drawable upon presentation of documents, drafts at sight and time drafts evidencing the sale or shipment of goods purchased by the Credit Parties in the ordinary course of its business. 

“Commitment” means, at any time with respect to a Lender, the principal amount set forth beside such Lender’s name
under the heading “Commitment” on Schedule 1.1 attached to the Agreement or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of
Section 11.2, as such Commitment may be adjusted from time to time in accordance with the provisions of Section 11.2, and “Commitments” means, collectively, the aggregate amount of the commitments of all of
the Lenders. 
 “Common Stock” shall mean the common stock of the Parent, the par value of which is set forth
in the Parent’s certificate of incorporation, as amended, restated or otherwise modified from time to time. 

“Contaminant” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste,
petroleum or petroleum-derived substance or waste, asbestos in any form or condition, polychlorinated biphenyls (“PCBs”), or any constituent of any such substance or waste. 

“Contractual Obligation”, as applied to any Person, shall mean any provision of any Securities issued by that Person or
any indenture, mortgage, deed of trust, contract, undertaking, document, instrument or other agreement or instrument to which that Person is a party or by which it or any of its properties is bound, or to which it or any of its properties is subject
(including any restrictive covenant affecting such Person or any of its properties). 
 “Contribution Share”
has the meaning specified in Section 13.2. 
 “Continuation/Conversion Date” means the date on
which a Loan is converted into or continued as a LIBOR Loan. 
 “Credit Card Account” means an Account arising
in the ordinary course of business in respect of a credit card receivable due to a Borrower from the Proprietary Credit Card Issuer or any major processor or issuer of MasterCard, Visa, American Express or Discover credit cards or any other
nationally or internationally recognized credit card provider. 

  
 A-10









 “Credit Card Notification” has the meaning specified in
Section 7.25. 
 “Credit Extension” means the making of Loans to and the issuance of Letters of
Credit for the account of a Borrower hereunder. 
 “Credit Party” means the Borrowers and the Parent.

 “DDA Notification” has the meaning specified in Section 7.25. 

“Debt” means, without duplication, with respect to any Credit Party all indebtedness of such Credit Party for borrowed
money and all payment obligations of such Credit Party for the deferred purchase price of property, in each case excluding Trade Payables, but including (a) the Obligations; (b) all payment obligations in each case of any Person of the
type described in this definition secured by any Lien on such Credit Party’s property, even though such Credit Party shall not have assumed or become liable for the payment thereof; provided, however, that all such obligations
which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of such Credit Party prepared in accordance with GAAP; (c) all payment
obligations created or arising under any Capital Lease or conditional sale or other title retention agreement with respect to property used or acquired by such Credit Party, even if the rights and remedies of the lessor, seller or lender thereunder
are limited to repossession of such property; provided, however, that all such obligations which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown
on a balance sheet of such Credit Party prepared in accordance with GAAP; (d) all payment obligations of such Credit Party under Guaranties of obligations of the type described in this definition; (e) the present value (discounted at the
Base Rate) of lease payments due under synthetic leases; (f) all reimbursement obligations of such Credit Party under letters of credit or bankers acceptances issued for the account of such Credit Party; and (g) all payment obligations of
such Credit Party in respect of Hedge Agreements and Foreign Currency Exchange Contracts; provided, however, that for purposes of determining Debt, the “principal amount” of the obligations of a Credit Party in respect of any
Hedge Agreement or Foreign Currency Exchange Contract at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Credit Party would be required to pay if such contract were terminated at such time.

 “Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both,
would constitute an Event of Default. 
 “Default Rate” means a fluctuating per annum interest rate at all
times equal to the sum of (a) the otherwise applicable Interest Rate plus (b) two percent (2%) per annum. Each Default Rate shall be adjusted simultaneously with any change in the applicable Interest Rate. In addition,
application of the Default Rate pursuant to Section 2.1(c) shall result in an increase in the Letter of Credit Fee by two percent (2%) per annum for so long as the Default Rate is in effect. 

  
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 “Defaulting Lender” has the meaning specified in
Section 12.15(c). 
 “Deposit Account” means all “deposit accounts” and “securities
accounts” as such terms are defined in the UCC, now or hereafter owned by a Credit Party. 
 “Designated
Account” has the meaning specified in Section 1.2(c). 
 “Documents” means all documents
as such term is defined in the UCC, including bills of lading, warehouse receipts or other documents of title, now owned or hereafter acquired by any Credit Party. 
 “DOL” means the United States Department of Labor or any successor department or agency. 
 “Dollar” and “$” means dollars in the lawful currency of the United States. Unless otherwise specified, all payments under the Agreements shall be made in Dollars.

 “EBITDA” means, with respect to any fiscal period on a consolidated basis for the Parent and the Borrowers,
Adjusted Net Earnings from Operations, plus, to the extent deducted in the determination of Adjusted Net Earnings from Operations for that fiscal period, Interest Expense, Federal, state, local and foreign income taxes, depreciation and
amortization. 
 “Effective Date” means the date of this Agreement. 

“Eligible Appraiser” means any independent appraiser reasonably acceptable to the Agent and, so long as no Event of
Default is continuing, the Borrowers. 
 “Eligible Assignee” means (a) a Lender; (b) an Affiliate of
a Lender that is a commercial financial institution having total assets in excess of $1,000,000,000; and (c) any other commercial financial institution having total assets in excess of $1,000,000,000 approved by the Agent (such approval not to
be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, consented to by ATI. 

“Eligible Credit Card Accounts” means, as of any date of determination, Credit Card Accounts, other than Accounts as of
such date: 
 (a) that have been outstanding for more than five (5) Business Days from the date of sale;

 (b) with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of
any Liens (other than Liens granted to the Agent, for its benefit and the ratable benefit of the Lenders, pursuant to the Security Instruments); 

  
 A-12









 (c) that are not subject to a first priority security interest in favor of
the Agent, for the benefit of itself and the Lenders; 
 (d) which arose on account of any private label credit
card issued by any Person other than the Proprietary Credit Card Issuer; 
 (e) which are disputed by the
processor or issuer of the applicable credit card, are with recourse against a Borrower, or with respect to which a claim, counterclaim, offset or chargeback has been asserted against a Borrower (to the extent of such dispute, claim, counterclaim,
offset or chargeback and to the extent not captured under the definition of Net Amount of Eligible Credit Card Accounts); or 
 (f) with respect to which any of the representations, warranties, covenants, and agreements contained in the Security Agreement are incorrect, untrue or have been breached. 

Each Borrower shall notify the Agent if it becomes aware that any Credit Card Accounts in an amount in excess of $500,000 which are then
currently included in Eligible Credit Card Accounts has ceased to constitute Eligible Credit Card Accounts for any reason; provided, however, the Borrowers shall have no affirmative duty to monitor, audit or otherwise investigate the
status of any Accounts other than (i) as required under the terms of the Loan Documents and (ii) as historically conducted in the ordinary course of business. 
 “Eligible Inventory” means, as of any date of determination, Inventory, which the Agent, in its reasonable discretion, determines to be Eligible Inventory. Without limiting the discretion
of the Agent to establish other criteria of ineligibility, Eligible Inventory shall not, unless the Agent in its sole discretion elects, include any Inventory: 
 (a) that is not owned by a Borrower; 
 (b) that is not subject to the Agent’s
Liens, which are perfected as to such Inventory, or that are subject to any other Lien whatsoever (other than the Liens described in clause (b) of the definition of Permitted Liens provided that such Permitted Liens (i) are junior
in priority to the Agent’s Liens or subject to Reserves and (ii) do not impair directly or indirectly the ability of the Agent to realize on or obtain the full benefit of the Collateral); 

(c) that does not consist of finished goods or raw materials; 
 (d) that consists of goods to be returned to vendors, work-in-process, samples, prototypes, supplies, or packing and shipping materials; 

(e) that is unmerchantable, or does not meet all standards imposed by any Governmental Authority, having regulatory authority over such
goods, their use or sale; 

  
 A-13









 (f) as to which any of the representations, warranties, covenants or agreements contained in
the Security Agreement are incorrect, untrue or have been breached; 
 (g) that is obsolete, slow moving beyond the ordinary
course of first quality merchantable Inventory or stale; 
 (h) that is not of a type held for sale in the ordinary course of
the Borrower’s business; 
 (i) that is located outside the United States of America or Puerto Rico (or that is in-transit
from vendors or suppliers); 
 (j) that is located in a public warehouse or in possession of a bailee or in a facility (other
than a retail store location) leased by such Borrower, if the warehouseman, or the bailee, or the lessor has not delivered to the Agent, if requested by the Agent, a subordination agreement or lien waiver in form and substance satisfactory to the
Agent or if a Reserve for rents or storage charges has not been established for Inventory at that location; 
 (k) that contains
or bears any Intellectual Property licensed to such Borrower by any Person, if the Agent is not reasonably satisfied that it may sell or otherwise dispose of such Inventory in accordance with the terms of the Security Agreement and
Section 9.2 without infringing the rights of the licensor of such Intellectual Property or violating any contract with such licensor (and without payment of any royalties other than any royalties due with respect to the sale or
disposition of such Inventory pursuant to the existing license agreement), and, as to which such Borrower has not delivered to the Agent a consent or sublicense agreement from such licensor in form and substance reasonably acceptable to the Agent if
requested; 
 (l) that is not reflected in the details of a current inventory report; or 

(m) that is Inventory placed on consignment. 
 If the Agent determines in its Commercial Judgment that any Inventory at any time ceases to be Eligible Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Inventory.
Each Borrower shall notify the Agent if it becomes aware that any Inventory with an appraised or market value (whichever is higher) in excess of $2,500,000 which is then currently included in Eligible Inventory has ceased to constitute Eligible
Inventory for any reason; provided, however, the Borrowers shall have no affirmative duty to monitor, audit or otherwise investigate the status of any Inventory other than (i) as required under the terms of the Loan Documents and
(ii) as historically conducted in the ordinary course of business. 
 “Eligible In-Transit Inventory”
means, as of the date of determination thereof, without duplication of other Eligible Inventory, Inventory owned by a Borrower that would be Eligible Inventory if it were not subject to a Document and in transit from a foreign location to a location
of such Borrower within the United States, and that Agent, in its Commercial Judgment, deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory shall be 

  
 A-14









 
Eligible In-Transit Inventory unless it (a) is subject to a negotiable Document showing a Borrower or the Agent as consignee, which Document is in the possession of Agent or a Borrower or
such other Person as Agent shall approve; (b) has been identified to the applicable sales contract and title has passed to the Borrower; (c) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery,
claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is in default of any obligations; (d) is subject to purchase orders and other sale documentation satisfactory to Agent;
(e) is shipped by a common carrier no more than forty (40) days prior to the date of determination thereof; and (f) is being handled by a customs broker, freight-forwarder or other handler that has delivered a customs broker agreement
or other lien waiver acceptable to the Agent. 
 “Eligible L/C Inventory” means, as of the date of
determination thereof, Inventory (a) constituting work in progress not yet delivered to the Borrowers and for which no documents of title have been issued, (b) the purchase of which is supported by a Commercial Letter of Credit having an
expiry within sixty (60) days of the date of issuance and providing that it may be drawn only after such Inventory is completed and after documents of title have been issued for such Inventory either (i) reflecting a Borrower or the Agent
as consignee of such Inventory or (ii) as to which the Agent has control (such as by possession of such documents of title or by the delivery of a customs broker agency agreement or similar document satisfactory to the Agent), and
(d) which otherwise would constitute Eligible Inventory. 
 “Eligible Real Estate” means all Real Estate
that the Agent determines in its reasonable judgment to be Eligible Real Estate. Without limiting the ability of the Agent to establish other criteria of ineligibility, Eligible Real Estate shall not, unless the Agent in its sole discretion elects,
include any Real Estate: 
 (a) that is not owned by a Borrower; 

(b) that is not subject to a Mortgage; 
 (c) as to which all of the representations, warranties and covenants contained in the Mortgage are not true, correct and satisfied, as applicable. 

“Environmental Claims” means all claims, however asserted, by any Governmental Authority or other Person alleging
potential liability or responsibility for violation of any Environmental Law, or for a Release or injury to the environment. 

“Environmental Compliance Reserve” means any reserve which the Agent establishes in its reasonable discretion
after prior written notice to ATI from time to time for amounts that are reasonably likely to be expended by any Borrower or its respective Subsidiaries in order for the Borrowers, the other Credit Parties, and each of its operations and property
(a) to comply with any notice from a Governmental Authority asserting material non-compliance with Environmental Laws, or (b) to correct any such material non-compliance identified in a report delivered to the Agent and the Lenders
pursuant to Section 7.7. 

  
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 “Environmental Laws” means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case relating to environmental,
health, safety and land use matters. 
 “Environmental Lien” means a Lien in favor of any Governmental
Authority for (a) any liability under Environmental Laws, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment. 

“Equipment” means all of the Borrowers’ now owned and hereafter acquired machinery, equipment, furniture,
furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, motor vehicles with respect to which a certificate of title has been issued, aircraft, dies, tools, jigs, molds and office equipment, as
well as all of such types of property leased by any Borrower and all of each Borrowers’ rights and interests with respect thereto under such leases (including, without limitation, options to purchase); together with all present and future
additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and
rights with respect thereto; wherever any of the foregoing is located. 
 “ERISA” means the Employee Retirement
Income Security Act of 1974, and regulations promulgated thereunder. 
 “ERISA Affiliate” means any trade or
business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of
the Code). 
 “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) a
withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which
is treated as such a withdrawal under Section 4062(e) of ERISA, (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multi-employer Plan or notification that a Multi-employer Plan is in reorganization,
(d) the filing by the PBGC of a notice of intent to terminate, the treatment by the PBGC of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan
or Multi-employer Plan, (e) the occurrence of an event or condition which could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multi-employer Plan, or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate. 

“Event of Default” has the meaning specified in Section 9.1. 

  
 A-16









 “Excess Payment” has the meaning specified in Section 13.2.

 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and regulations promulgated
thereunder. 
 “Excluded Taxes” means, with respect to the Agent, any Lender, any Letter of Credit Issuer or
any other recipient of any payment (any of the foregoing, a “recipient”) to be made by or on account of any Obligation, (a) any income or franchise Taxes imposed on (or measured by) its gross or net income by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or in which its applicable Lending Office is located, (b) any branch profits Taxes, (c) any Taxes imposed as a
result of a Lender or Letter of Credit Issuer’s failure or inability (other than as a result of a Change in Law that occurs after such recipient becomes a Lender or Letter of Credit Issuer under this Agreement) to comply with
Section 4.1(e), and (d) in the case of a recipient (other than a replacement Lender pursuant to a request by a Borrower under Section 4.8), any withholding Taxes that are imposed on amounts payable to such recipient
at the time such recipient becomes a party to this Agreement (or designates a new Lending Office), or becomes a Letter of Credit Issuer or Participant under this Agreement, except to the extent that in the case of a Foreign Lender that designates a
new Lending Office or is an Assignee, such Foreign Lender or its assignor, respectively, was entitled, before giving effect to such designation or assignment, to receive additional amounts from the applicable Borrower with respect to such Taxes
pursuant to Section 4.1(a). 
 “Existing Letters of Credit” means the outstanding letters of credit
issued under the Original Credit Agreement all of which are set forth on Schedule 1.3. 
 “Facility” has
the meaning specified in Section 1.1. 
 “Federal Funds Rate” means, for any
day, the rate per annum (rounded upwards, if necessary, to the nearest  1/100 of 1%) 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 charged to the Bank on such day on
such transactions as determined by the Agent. 
 “Federal Reserve Board” means the Board of Governors of
the Federal Reserve System or any successor thereto. 
 “Fee Letter” has the meaning given to such term in
Section 2.4. 

  
 A-17









 “Financial Statements” means, according to the context in which it is used,
the financial statements referred to in Sections 5.2 and 6.6 or any other financial statements required to be given to the Lenders pursuant to this Agreement. 
 “Fiscal Year” means the Borrowers’ fiscal year for financial accounting purposes. The current Fiscal Year of each Borrower will end on January 31, 2009. 

“Fixed Assets” means real property and equipment, machinery, furniture and fixtures which are properly categorized as
“fixed assets” in accordance with GAAP. 
 “Fixed Charge Coverage Ratio” means, with respect to any
Twelve-Month Period, the ratio of (a) EBITDA minus Capital Expenditures (excluding Capital Expenditures funded with Debt other than Revolving Loans) paid in cash during such period by the Parent and the Borrowers to (b) Fixed
Charges. 
 “Fixed Charges” means, with respect to any Twelve-Month Period of the Parent and the Borrowers on a
consolidated basis, without duplication, Interest Expense, all scheduled principal payments of Debt, and Federal, state, local and foreign income taxes, excluding deferred taxes, paid or accrued during such period. 

“Foreign Currency Exchange Contracts” shall mean any foreign currency exchange agreement or other currency exchange rate
arrangement providing currency exchange rate protection, entered into by any Borrower, the Parent or any of their respective Restricted Subsidiaries. 
 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia. 

“Foreign Letter of Credit Issuer” means any Letter of Credit Issuer that is organized under the laws of a jurisdiction
other than the United States of America or any State thereof or the District of Columbia. 
 “Foreign
Subsidiary” means (a) any Subsidiary that is not organized under a political subdivision of the United States of America or (b) which is organized under the laws of the United States of America, any state thereof or the District
of Columbia, but for which no more than a de minimis amount of such Subsidiary’s assets consist of assets other than capital stock or in indebtedness of one or more Foreign Subsidiaries (within the meaning of clause (a) of this
definition). 
 “Fronting Fee” has the meaning given to such term in Section 2.6. 

“Fully Supported” means, with respect to any outstanding Letter of Credit, the Borrowers shall have deposited with the
Agent, for the ratable benefit of the applicable Letter of Credit Issuer and the Lenders, at the Agent’s election, either (a) a standby letter of credit (a “Supporting Letter of Credit”) in form and substance satisfactory
to the Agent, issued by an 

  
 A-18









 
issuer satisfactory to the Agent in an amount equal to the greatest amount for which such Letter of Credit may be drawn plus any outstanding L/C Borrowing made or other unreimbursed amount
owing with respect to such Letter of Credit plus any fees and expenses associated with such Letter of Credit (the “Letter of Credit Exposure”), under which Supporting Letter of Credit the Agent shall be entitled to draw
amounts necessary to reimburse such Letter of Credit Issuer and the Lenders for payments to be made by the applicable Letter of Credit Issuer and the Lenders under such Letter of Credit and any fees and expenses associated with such Letter of Credit
or (b) cash in an amount sufficient to cover the Letter of Credit Exposure to be held as cash collateral for such Letter of Credit Exposure. 
 “Funding Date” means the date on which a Borrowing occurs. 

“GAAP” means generally accepted accounting principles and practices set forth from time to time in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and
authority within the U.S. accounting profession), which, solely in the case of computation of the Fixed Charge Coverage Ratio, are applicable to the circumstances as of the Effective Date. 

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central
bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled,
through stock or capital ownership or otherwise, by any of the foregoing. 
 “Guarantor” means the Parent and
each Borrower pursuant to the terms of Article 13 hereof. 
 “Guaranty” means, with respect to any
Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the
“guaranteed obligations”), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase
the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or
(c) to lease property or to purchase any debt or equity securities or other property or services. 
 “Hedge
Agreement” means any and all transactions, agreements or documents now existing or hereafter entered into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction,
currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging any Borrower’s exposure to fluctuations in interest or exchange rates, loan,
credit exchange, security or currency valuations or commodity prices. 

  
 A-19









 “Illiquidity Period” means the period beginning on the date that Liquidity
shall be less than $37,500,000 and ending on the first date thereafter that Liquidity shall be in excess of $50,000,000 for a period of fifteen (15) consecutive days. 
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 

“Initial Adjustment Date” has the meaning given to such term in the definition of Applicable Margin. 

“Intellectual Property” has the meaning set forth in Section 6.22. 

“Interest Expense” means, for any fiscal period, the aggregate amount of interest required to be paid or accrued by the
Parent and the Borrowers during such period on all Debt of the Parent and the Borrowers during such period, whether such interest was or is required to be reflected as an item of expense or capitalized, including payments consisting of interest in
respect of Capital Leases or synthetic leases), net of all interest income they receive during such period. 
 “Interest
Period” means, as to any LIBOR Loan, the period commencing on the Funding Date of such Loan or on the Continuation/Conversion Date on which the Loan is converted into or continued as a LIBOR Loan, and ending on the date one, two, three or
six months thereafter as selected by the applicable Borrower in its Notice of Borrowing, in the form attached hereto as Exhibit D, or Notice of Continuation/Conversion, in the form attached hereto as Exhibit E, provided that:

 (a) if any Interest Period would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to
the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business Day; 

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

(c) no Interest Period shall extend beyond the Stated Termination Date. 

“Interest Rate” means each or any of the interest rates, including the Default Rate, set forth in
Section 2.1. 
 “Inventory” means all of the Borrowers’ now owned and hereafter acquired
inventory, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials, work-in-process, finished goods (including embedded software), other materials and
supplies of any kind, nature or description which are used or consumed in the Borrowers’ business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or
other Documents representing them. 

  
 A-20









 “Investment” shall mean, as applied to any Person, (a) any direct or
indirect purchase or other acquisition by that Person of all or substantially all of the assets of any other Person or a line of business of any other Person, or of Securities, or of a beneficial interest in Securities, of any other Person, and
(b) any direct or indirect loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, advances to such Person, to employees and similar items made or incurred in the ordinary course of
business), or capital contribution by such Person to any other Person, including all Accommodation Obligations provided by such Person to or for the benefit of such other Person and all Debt and accounts owed to such Person by that other Person
which are not current assets or did not arise from sales of goods or services to that Person in the ordinary course of business. The amount of any Investment shall be determined in conformity with GAAP. 

“IRS” means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions
under the Code. 
 “Issuing Bank Agreement” means, as to each Letter of Credit Issuer, any agreement entered
into by such Letter of Credit Issuer and a Borrower relating to Letters of Credit. 
 “L/C Advance” means, with
respect to each Lender, such Lender’s funding of its pro rata participation in any L/C Borrowing. 
 “L/C
Borrowing” means the extension of credit made pursuant to Section 1.3(e) if conditions precedent under Section 8.2 would not be satisfied resulting from a payment under a Letter of Credit that has not been either
reimbursed by the Borrowers in accordance with Section 1.3(e) or refinanced as a Borrowing. 
 “Latest
Projections” means: (a) on the Effective Date and thereafter until the Agent receives new projections pursuant to Section 5.2(e), the projections of the Borrowers’ consolidated financial condition, results of
operations, and cash flows, for the period commencing on             , 20     and ending on
            , 20    , and delivered to the Agent prior to the Effective Date; and (b) thereafter, the projections most recently received by the Agent
pursuant to Section 5.2(e). 
 “Lender” and “Lenders” have the meanings specified
in the introductory paragraph hereof and shall include the Agent to the extent of any Agent Advance outstanding and the Bank to the extent of any Non-Ratable Loan outstanding; provided that no such Agent Advance or Non-Ratable Loan shall be
taken into account in determining any Lender’s Pro Rata Share. 
 “Lending Office” means the office
through which a Lender or Letter of Credit Issuer is acting at any particular time for the purpose of this Agreement. 

  
 A-21









 “Letter of Credit” shall mean any Commercial Letter of Credit or any
Standby Letter of Credit issued by any Letter of Credit Issuer for the account of any Borrower pursuant to Section 1.3 and includes each Existing Letter of Credit. 
 “Letter of Credit Fee” has the meaning specified in Section 2.6. 
 “Letter of Credit Issuer” means the Bank, Wachovia Bank, National Association, JP Morgan Chase Bank, any of their Affiliates or any other Lender selected by the Borrowers and approved by
the Agent (such approval not to be unreasonably withheld) that agrees to become a Letter of Credit Issuer. 
 “Letter of
Credit Outstandings” means, at any time, the aggregate undrawn face amount of all outstanding Letters of Credit at such time, plus the aggregate unpaid reimbursement obligations with respect to Letters of Credit at such time.

 “Letter of Credit Subfacility” means an amount equal to the Total Facility Amount. 

“Liabilities and Costs” means all liabilities, claims, obligations, responsibilities, losses, damages, punitive damages,
consequential damages, treble damages, charges, costs and expenses (including attorney’s, expert’s and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or
indirect, known or unknown, absolute or contingent, past, present or future. 
 “LIBOR Interest Payment Date”
means, with respect to a LIBOR Loan, (a) the Termination Date, (b) if the Interest Period with respect to such LIBOR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period,
and (c) the last day of each Interest Period applicable to such LIBOR Loan. 
 “LIBOR Loans” means a
Revolving Loan during any period in which it bears interest based on the LIBOR Rate. 
 “LIBOR Rate” means for
any Interest Period with respect to any LIBOR Loan, a rate per annum determined by the Agent pursuant to the following formula: 
  

					
	Eurodollar Rate =	  	 Eurodollar Base Rate
	  	
		  	1.00 – Eurodollar Reserve Percentage	  	

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

  
 A-22









 
“Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by the Agent to be the rate 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 LIBOR Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major
banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period. 

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage
(expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The LIBOR Rate for each outstanding LIBOR Loan shall be adjusted
automatically as of the effective date of any change in the Eurodollar Reserve Percentage. 
 “Lien” means:
(a) any security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt or a lease, consignment or
bailment for security purposes; (b) to the extent not included under clause (a), any reservation, exception, encroachment, easement, right-of-way, covenant, condition, restriction, lease or other title exception or encumbrance affecting
real property; and (c) any contingent or other agreement to provide any of the foregoing. 
 “Liquidation
Percentage” means, with respect to Inventory of a Borrower at any time, the ratio (expressed as a percentage) computed by dividing (a) (i) if such percentage is being determined on the Effective Date or on any date prior to the
first delivery of an appraisal requested in accordance with Section 7.4, the net orderly liquidation value of the Inventory of such Borrower, as set forth in the appraisal delivered to the Agents prior to the Effective Date and
(ii) if such percentage is being determined on or after the date of the first delivery of an appraisal requested in accordance with Section 7.4, the net orderly liquidation value of the Inventory of the Borrower, as set forth in the
appraisal most recently delivered pursuant to Section 7.4 by (b) the value of the Inventory of such Borrower, valued at cost as set forth in the corresponding appraisal. 

“Liquidity” means, on any date of determination thereof, (a) the difference of (but not less than zero)
(i) the sum of (A) all cash of the Credit Parties held in an Approved Deposit Accounts on such date, plus (B) all Cash Equivalents owned by the Credit Parties and reflected on the most recent consolidated balance sheet of the
Parent prepared prior such date, minus (ii) $37,500,000 plus (b) Availability or, if as of such date of determination of Liquidity there shall have been no Revolving Loans outstanding during the immediately preceding ninety
(90) days (or if any Revolving Loans were outstanding during such period they shall not have been outstanding for a continuous period of ten or more Business Days), Adjusted Availability in either case on such date. 

  
 A-23









 “Loan Account” means the loan account reflecting outstanding Loans, Letters
of Credit, repayments, and similar information for the Borrowers as maintained by the Agent in accordance with the provisions hereof. 
 “Loan Documents” means this Agreement, the Security Instruments, the Parent Guaranty, and any other agreements, instruments, and documents heretofore, now or hereafter evidencing,
securing or guaranteeing the payment obligations of the Credit Parties under this Agreement, the Security Agreement or the Parent Guarantee (excluding Bank Product Obligations) or the Liens on the Collateral. 

“Loans” means, collectively, all loans and advances provided for in Article 1. 

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve
Board. 
 “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect
upon, the operations, business, properties, condition (financial or otherwise) or prospects of the Credit Parties taken as a whole or any material portion of the Collateral; (b) a material impairment of the ability of any Borrower or any other
Credit Party to perform under any material Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Credit Party of any material Loan Document to which it
is a party. 
 “Moody’s” means Moody’s Investors Service, Inc. 

“Mortgages” means and includes any and all of the mortgages, deeds of trust, deeds to secure debt, assignments and other
instruments executed and delivered by any Credit Party to or for the benefit of the Agent by which the Agent, on behalf of the Lenders, acquires a Lien on the Real Estate or a collateral assignment of the Credit Parties’ interest under leases
of Real Estate, and all amendments, modifications and supplements thereto 
 “Multi-employer Plan” means a
“multi-employer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by any Borrower or any ERISA Affiliate. 

“Net Amount of Eligible Credit Card Accounts” means, at any time of determination hereunder, the amount owing under
Eligible Credit Card Accounts less, without duplication, returns, discounts, claims, credits, allowances, accrued rebates, offsets, deductions, counterclaims, disputes and other defenses of any nature at such time of determination issued, owing,
granted, outstanding, available or claimed. 
 “Non-Ratable Loan” and “Non-Ratable Loans” have
the meanings specified in Section 1.2(h). 

  
 A-24









 “Notice of Borrowing” has the meaning specified in
Section 1.2(b). 
 “Notice of Continuation/Conversion” has the meaning specified in
Section 2.2(b). 
 “Obligations” means all present and future loans, advances, liabilities, payment
obligations and debts owing by any Credit Party to the Agent and/or any Lender, arising under or pursuant to this Agreement or any of the other Loan Documents, whether or not evidenced by any note, or other instrument or document, whether arising
from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and
including all principal, interest, charges, expenses, fees, attorneys’ fees, filing fees and any other sums chargeable to any Credit Party hereunder or under any of the other Loan Documents. “Obligations” includes, without limitation,
(a) all debts, liabilities, and payment obligations of any Credit Party now or hereafter arising from or in connection with the Letters of Credit and L/C Borrowings and (b) all Bank Product Obligations. 

“Operating Lease” shall mean, as applied to any Person, any lease of any property by that Person as lessee which is not
a Capital Lease. 
 “Original Credit Agreement” means that certain $175,000,000 Second Amended and Restated
Credit Agreement dated November 14, 2003 by and between ATI, AT Retail, ANNCO, AT Distribution, Bank of America, N.A., as administrative agent, the lenders party thereto, the arranger party thereto, the syndication agents party thereto, the
documentation agents party thereto and the co-agents party thereto, as amended. 
 “Original Subsidiary
Agreements” means the collective reference to (i) that certain Subsidiary Guaranty and Collateral Agreement dated June 30, 1998, between AT Distribution and the Agent, as amended and (ii) that certain Assignment and
Assumption Agreement dated as of February 29, 2000, between AT Retail, ANNCO and the Agent. 
 “Other
Taxes” means any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement or any other Loan Documents, excluding, in each case, any such Taxes imposed as a result of an assignment, or designation of a new Lending Office under this Agreement or any other Loan Document, unless such assignment
or designation is consented in writing by a Borrower or is requested by a Borrower under Section 4.8. 

“Parent” shall mean AnnTaylor Stores Corporation, a Delaware corporation. 

“Parent Guaranty” shall mean the Third Amended and Restated Guaranty dated as of the Effective Date substantially in the
form of, and on the terms set forth in, Exhibit H, as the same may be amended, modified or otherwise supplemented from time to time. 
 “Parent Share Repurchase” means each purchase of Common Stock by the Parent funded in accordance with the terms of Section 7.13. 

  
 A-25









 “Participant” means any Person who shall have been granted the right by any
Lender to participate in the financing provided by such Lender under this Agreement, and who shall have entered into a participation agreement in form and substance satisfactory to such Lender. 

“Participation Register” has the meaning specified in Section 11.2(e). 

“Payment Account” means the bank account established pursuant to the Security Agreement, to which amounts held in the
Approved Deposit Accounts of the Parent and the Borrowers are swept and deposited or credited, and which is maintained in the name of the Agent or any Borrower, as the Agent may determine, on terms acceptable to the Agent. 

“PBGC” means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to the functions thereof.

 “Pending Revolving Loans” means, at any time, the aggregate principal amount of all Revolving Loans
requested in any Notice of Borrowing received by the Agent which have not yet been advanced. 
 “Pension Plan”
means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which any Borrower (or an ERISA Affiliate) sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a
Multi-employer Plan has made contributions at any time during the immediately preceding five (5) plan years. 

“Permitted Existing Debt” shall mean the Debt existing on the date hereof and set forth in Schedule 6.9.

 “Permitted Existing Liens” shall mean the Liens on any property, other than any Environmental Liens,
reflected on Schedule 7.10(b). 
 “Permitted Liens” means: 

(a) Liens (other than Environmental Liens and any Lien imposed under ERISA) for claims, taxes, assessments or charges of
any Governmental Authority which are not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP and as to
which a stay of enforcement is in effect; 
 (b) statutory Liens of landlords, bankers, carriers, warehousemen,
mechanics, materialmen and other similar Liens (other than any Lien imposed under ERISA or any Environmental Lien) imposed by law, arising in the ordinary course of business securing obligations, and, in each case, for amounts which (A) are not
yet due, (B) are not more than 30 days past due as long as no notice of default has been given or other action taken to enforce such Liens, or (C)(1) are not more than 30 days past due and a notice of default has been given or other action
taken to enforce such Liens, or (2) are more than 

  
 A-26









 
30 days past due, and, in the case of clause (1) or (2), are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens and
with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP and as to which a stay of enforcement is in effect; 

(c) Liens (other than any Lien imposed under ERISA or any Environmental Lien) incurred or deposits made in the ordinary
course of business (including surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of employment benefits or to secure the performance of tenders, bids, leases, contracts (other than in
respect of Debt), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; 
 (d) easements (including reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, rights of landlords, reservations, encroachments, variations and other restrictions,
charges or encumbrances (whether or not recorded) affecting the use of Real Estate, which do not materially detract from the value of such Real Estate or materially interfere with its use in the ordinary conduct of the business of any Borrower;

 (e) Liens arising from judgments and attachments in connection with court proceedings provided that the
attachment or enforcement of such Liens would not result in an Event of Default hereunder and such judgments are being contested in good faith by appropriate proceedings, adequate reserves have been set aside and no material property is subject to a
material risk of loss or forfeiture and the claims in respect of such Liens are fully covered by insurance (subject to ordinary and customary deductibles) and a stay of execution pending appeal or proceeding for review is in effect. 

(f) Liens on goods in favor of customs and revenue authorities arising as a matter of law in the ordinary course of
business to secure payment of customs duties in connection with the importation of such goods. 
 “Person”
means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity. 

“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which any Borrower (or an ERISA
Affiliate) sponsors or maintains or to which any Borrower (or an ERISA Affiliate) makes, is making, or is obligated to make contributions and includes any Pension Plan. 
 “Proprietary Credit Card Issuer” means Alliance Data Systems Corporation or any successor or replacement issuer or manager of a credit card program acceptable to the Agent. 

  
 A-27









 “Pro Rata Guaranty Share” has the meaning specified in
Section 13.2. 
 “Pro Rata Share” means, with respect to a Lender, a fraction (expressed as a
percentage), the numerator of which is the amount of such Lender’s Commitment and the denominator of which is the sum of the amounts of all of the Lenders’ Commitments, or if no Commitments are outstanding, a fraction (expressed as a
percentage), the numerator of which is the amount of Obligations (other than Bank Product Obligations) owed to such Lender and the denominator of which is the aggregate amount of the Obligations (other than Bank Product Obligations) owed to the
Lenders, in each case giving effect to a Lender’s participation in Non-Ratable Loans and Agent Advances. 
 “Rate
Suspension Notice” has the meaning specified in Section 4.5. 
 “Real Estate” means all of
any Credit Party’s now or hereafter owned or leased estates in real property, including, without limitation, all fees, leaseholds and future interests, together with all of such Credit Party’s now or hereafter owned or leased interests in
the improvements thereon, the fixtures attached thereto and the easements appurtenant thereto. 
 “Release”
means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of a Contaminant into the indoor or outdoor environment or into or out of any Real Estate or other property, including the
movement of Contaminants through or in the air, soil, surface water, groundwater or Real Estate or other property. 

“Report” has the meaning given to such term in Section 12.18(a). 

“Reportable Event” means, any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder,
other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC. 
 “Required Lenders” means at any time two (2) or more Lenders whose Pro Rata Shares aggregate more than 50% of the aggregate of all Lenders’ Pro Rata Shares. 

“Requirement of Law” means, any international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law, in each case applicable to or binding
upon the Person or any of its property or to which the Person or any of its property is subject. 
 “Reserves”
means reserves that limit the availability of credit hereunder, consisting of reserves against Availability, Eligible Credit Card Accounts or Eligible Inventory established by the Agent from time to time in its Commercial Judgment. Without limiting
the generality of the foregoing, Reserves may include: (a) Bank Product Reserves, (b) a reserve for 

  
 A-28









 
accrued, unpaid interest on the Obligations (other than Bank Product Obligations) arising under this Agreement or the other Loan Documents, (c) inventory shrinkage,
(d) warehousemen’s, bailees’ and landlords’ charges and statutory liens, and (e) reserves for gift cards and merchandise credits. No reserve pursuant to this definition shall be duplicative of any other reserve or of any
amount already deducted in the calculation of the Borrowing Base. The Agent shall give the Borrower prompt notice of any change in the composition or calculation of any Reserves, provided that the failure to give such notice shall not affect
the applicability of such change. 
 “Responsible Officer” means the chief executive officer, the chief
operating officer, the president, the chief financial officer, the controller, the assistant secretary, the general counsel (other than with respect to financial reporting matters), any senior vice president or any assistant treasurer of the
applicable Borrower, or any other officer having substantially the same authority and responsibility. 
 “Restated
Subsidiary Guaranty” means that certain Amended and Restated Subsidiary Guaranty and Collateral Agreement dated April 30, 2001, as amended, pursuant to which the Original Subsidiary Agreements were amended and restated. 

“Restricted Payment” shall mean (a) any dividend or other distribution, direct or indirect (including by means of
any Accommodation Obligation), on account of any shares of any class of capital stock of the Parent or any Borrower or any of its respective Subsidiaries now or hereafter outstanding, including the Common Stock, except a distribution of stock as
part of a stock split and except a dividend payable solely in shares of that class of stock or in any junior class of stock to the holders of that class, (b) any redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of capital stock of the Parent or any Borrower or any of its respective Subsidiaries now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire any shares of any class of capital stock of the Parent or any Borrower or any of its respective Subsidiaries now or hereafter outstanding (other than purchases of warrants, options and
other rights to acquire such shares in connection with the termination, retirement or other departure of employees of the Parent or its Subsidiaries), or (d) any consideration paid to any Person for the purpose of any of the foregoing.

 “Restricted Payment Certification” has the meaning given to such term in Section 5.2(e).

 “Restricted Subsidiary” means any Subsidiary of any Borrower that is not an Unrestricted Subsidiary.

 “Revolving Loans” has the meaning specified in Section 1.2 and includes each Agent Advance, L/C
Borrowing and Non-Ratable Loan. 
 “S&P” means Standard & Poor’s Ratings Group, a division of
The McGraw-Hill Companies, Inc. 

  
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 “SEC” means the Securities and Exchange Commission, or any other
Governmental Authority succeeding to any of its principal functions. 
 “Securities” shall mean any stock,
shares, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities”, or any certificates
of interest, shares, or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire any of the foregoing, but shall not include any evidence of the Obligations.

 “Securities Act” shall mean the Securities Act of 1933, as amended to the date hereof and from time to time
hereafter, and any successor statute. 
 “Security Agreement” means the Third Amended and Restated Pledge and
Security Agreement dated as of the date hereof by the Borrowers and the Parent to the Agent in Form of Exhibit G hereto, and each other security agreement delivered pursuant to the terms of the Loan Documents, each as hereafter modified,
amended or supplemented from time to time. 
 “Security Instruments” means, collectively, the Security
Agreement, the Blocked Account Agreement, each DDA Notification, each Credit Card Notification, each Mortgage and all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter in effect,
pursuant to which any Credit Party or other Person shall grant or convey to the Agent or the Lenders a Lien in, or any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Obligations or any other
obligation under any other Loan Document, as any of them may be amended, modified or supplemented from time to time. 

“Settlement” and “Settlement Date” have the meanings specified in Section 12.15(a)(ii).

 “Solvent” means, when used with respect to any Person, that at the time of determination: 

(a) the assets of such Person, at a fair valuation, are in excess of the total amount of its debts (including contingent
liabilities); and 
 (b) the present fair saleable value of its assets is greater than its probable liability on
its existing debts as such debts become absolute and matured; and 
 (c) it is then able and expects to be able
to pay its debts (including contingent debts and other commitments) as they mature; and 
 (d) it has capital
sufficient to carry on its business as conducted and as proposed to be conducted. 

  
 A-30









 For purposes of determining whether a Person is Solvent, the amount of any contingent
liability shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

“Standby Letter of Credit” shall mean any Letter of Credit which is not a Commercial Letter of Credit. 

“Stated Termination Date” means April 23, 2013. 

“Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or
other business entity of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the
Subsidiaries of such Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of a Borrower. 

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

“Termination Date” means the earliest to occur of (i) the Stated Termination Date, (ii) the date the Facility
is terminated either by the Borrowers pursuant to Section 3.2 or by the Required Lenders pursuant to Section 9.2, and (iii) the date this Agreement is otherwise terminated for any reason whatsoever pursuant to the terms
of this Agreement. 
 “Termination Event” shall mean (i) a Reportable Event with respect to any Plan;
(ii) the withdrawal of ATI or any ERISA Affiliate from a Benefit Plan during a plan year in which ATI or such ERISA Affiliate was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or the cessation of operations
which results in the termination of employment of 20% of Benefit Plan participants who are employees of ATI and its ERISA Affiliates; (iii) the imposition of an obligation on ATI or any ERISA Affiliate under Section 4041 of ERISA to
provide affected parties written notice of intent to terminate a Benefit Plan in a distress termination described in Section 4041(c) of ERISA; (iv) the termination of, or the institution under ERISA of proceedings to terminate, a Benefit
Plan (including the giving of written notice thereof); (v) any event or condition which constitutes grounds under Section 4042 of ERISA (excluding Section 4042(a)(4)) for the termination of, or the appointment of a trustee to
administer, any Benefit Plan (including the giving of written notice thereof); (vi) the partial or complete withdrawal of ATI or any ERISA Affiliate from a Multi-employer Plan or notification that a Multi-employer Plan is in reorganization;
(vii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan; (viii) ATI or any ERISA Affiliate has incurred or is likely to incur a liability
in connection with any nonexempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; (ix) the failure to make a required contribution to a Benefit Plan if such
failure is sufficient to give rise to a lien under Section 302 (f) of ERISA; or (x) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon ATI or
any ERISA Affiliate. 

  
 A-31









 “Total Facility Amount” has the meaning specified in
Section 1.1. 
 “Trade Payables” means all trade payables of the Credit Parties and their
Subsidiaries arising in the ordinary course of business, including any private label or corporate letter of credit issued by or any guaranty of any Credit Party to support the payment of such trade payables. 

“Transfer” has the meaning specified in Section 11.2(e). 

“Transferee” has the meaning specified in Section 11.2(e). 

“Twelve-Month Period” a period of twelve full consecutive fiscal months of the Borrowers and their Subsidiaries, taken
together as one accounting period. 
 “UCC” means the Uniform Commercial Code, as in effect from time to time,
of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests; provided, that to the extent that the UCC is used to define any
term herein or in any other documents and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern. 

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

“Unrestricted Subsidiary” shall mean any Foreign Subsidiary (other than a Foreign Subsidiary which is a Borrower) and
any other Subsidiary of any Borrower which has been designated as such by resolution duly adopted by the board of directors of such Borrower, which at the time of such designation does not own or hold any Securities of the Parent or any Borrower,
provided (a) no Subsidiary of a Borrower shall be (or if already an Unrestricted Subsidiary shall immediately cease to be) an Unrestricted Subsidiary if, at any time, the Parent or any Borrower shall create, incur, issue, assume, guarantee or
in any other manner whatsoever be or become liable with respect to any Claim against or any Contractual Obligation or Debt of, such Subsidiary which is not permitted under Article 7 and (b) the Parent or the Borrowers shall be deemed to
have made an Investment in an Unrestricted Subsidiary at the time of designation of such Subsidiary as an “Unrestricted Subsidiary” in an amount equal to the sum of (i) any Debt owed by such Subsidiary to the Parent and any Borrower
at such time, (ii) any outstanding Guarantees or Liens created by the Parent or any Borrower in favor of or for the benefit of such Subsidiary and (iii) the total assets of such Subsidiary at such time as determined on a consolidated basis
in accordance with GAAP. As of the Effective Date, the following Subsidiaries are Unrestricted Subsidiaries: AnnTaylor Travel, Inc., AnnTaylor Sourcing Far East Ltd., AnnTaylor of Puerto Rico, Inc., AnnTaylor Sourcing Italy, SRL and AnnTaylor Italy
SRL. 

  
 A-32









 “Unused Letter of Credit Subfacility” means an amount equal to the Letter
of Credit Subfacility minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all Letters of Credit.

 “Unused Line Fee” has the meaning specified in Section 2.5. 

“Wholly Owned” means, with respect to any Person, a Subsidiary of such Person, all of the outstanding Capital Stock of
which (other than director’s qualifying shares and other similar de minimus issuances required by law) are at the time owned directly or indirectly by such Person. 
 2. Accounting Terms. Any accounting term used in the Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial
computations in the Agreement shall be computed, unless otherwise specifically provided therein, in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the Financial
Statements. 
 3. Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms. 
 (b) The words “hereof,” “herein,” “hereunder” and
similar words refer to the Agreement as a whole and not to any particular provision of the Agreement; and Subsection, Section, Schedule and Exhibit references are to the Agreement unless otherwise specified. 

(c) (i) The term “documents” includes any and all instruments, documents, agreements, certificates, indentures,
notices and other writings, however evidenced. 
 (ii) The term “including” is not limiting and means
“including without limitation.” 
 (iii) In the computation of periods of time from a specified date to
a later specified date, unless otherwise expressly provided herein, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding” and the word
“through” means “to and including.” 
 (iv) The word “or” is not exclusive.

 (d) Unless otherwise expressly provided herein, (i) references to agreements (including the Agreement) and other
contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments 

  
 A-33









 
and other modifications are not prohibited by the terms of any relevant Loan Document, and (ii) references to any statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation. 
 (e) The
captions and headings of the Agreement and other Loan Documents are for convenience of reference only and shall not affect the interpretation of the Agreement. 
 (f) The Agreement and other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative
and shall each be performed in accordance with their terms. 
 (g) For purposes of Section 9.1, a breach of a
financial covenant contained in Sections 7.22 shall be deemed to have occurred as of any date of determination thereof by the Agent or as of the last day of any specified measuring period, regardless of when the Financial Statements
reflecting such breach are delivered to the Agent. 
 (h) The Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agent, the Borrowers and the other parties, and are the products of all parties. Accordingly, they shall not be construed against the Lenders or the Agent merely because of the Agent’s
or Lenders’ involvement in their preparation. 
 4. Accounting for Acquisitions. 

With respect to any Acquisition consummated on or after the Effective Date, the following shall apply: 

(a) For each of the twelve Twelve-Month Periods ending next following the date of any Acquisition, EBITDA shall include the results of
operations of the Person or assets so acquired on a historical pro forma basis, and which amounts may include such adjustments as are permitted under Regulation S-X of the SEC and reasonably satisfactory to the Agent. 

(b) For each of the twelve Twelve-Month Periods ending next following the date of each Acquisition, Fixed Charges shall include the
results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis; provided, however, Interest Expense shall be adjusted on a historical pro forma basis to (i) eliminate interest
expense accrued during such period on any Debt repaid in connection with such Acquisition and (ii) include interest expense on any Debt (including Debt hereunder) incurred, acquired or assumed in connection with such Acquisition
(“Incremental Debt”) calculated (x) as if all such Incremental Debt had been incurred as of the first day of such Twelve-Month Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the
Acquisition and for Incremental Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such
Incremental Debt, equal to the average daily rate of interest actually applicable to such Incremental Debt hereunder or under other financing documents applicable thereto, as the case may be. 

  
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 EXHIBIT A 
 FORM OF COMPLIANCE CERTIFICATE 
 This Certificate is delivered to you pursuant to
Section 5.2(c) of the Third Amended and Restated Credit Agreement dated as of April 23, 2008 (as amended, supplemented or modified from time to time, (the “Credit Agreement”), among AnnTaylor, Inc. (“ATI”),
ANNCO, Inc., AnnTaylor Distribution Services, Inc., AnnTaylor Retail, Inc. (collectively, the “Borrowers”), Bank of America, N.A. (“Bank of America”), as Administrative Agent for the Lenders (in such capacity, (the
“Agent”), and JPMorgan Chase Bank, N.A., Wachovia Bank, National Association, and RBS Citizens, N.A., as Syndication Agents. Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so
defined. 
 1. I am the duly elected, qualified and acting [Senior Vice President—Chief Financial Officer] [Vice President
- Controller] of ATI. 
 2. I have reviewed and am familiar with the contents of this Certificate. I am providing this
Certificate solely in my capacity as an officer of ATI. The matters set forth herein are true to the best of my knowledge after due inquiry, but I express no personal opinion as to any conclusions of law or other legal matters. 

3. I have reviewed the terms of the Credit Agreement and the principal Loan Documents. Such review did not disclose the existence of, and
I have no knowledge of the existence, as of the date of this Certificate, of any condition or event which constitutes a Default or an Event of Default [, except as set forth below]. [Except as set forth below,] [A]ll of the representations and
warranties of the Borrowers contained in the Credit Agreement and the other principal Loan Documents are correct and complete in all material respects as at the date of this certificate as if made as of the date hereof, except for those that speak
as of a particular date. [Except as set forth below,] [T]he Borrowers are, as of             ,     , 200   [most recent
quarter-end] (the “Determination Date”) in compliance in all material respects with all of their respective covenants and agreements in the Credit Agreement and the other principal Loan Documents. No Illiquidity Period has arisen or been
in effect since the last Compliance Certificate delivered to the Agent [, except as set forth below]. 
 4. Liquidity as of the
Determination Date is as set forth below: 
  

									
	(a)	 	Cash held in Approved Deposit Accounts	  	 	$                    	  	 	
				
	(b)	 	Cash Equivalents reflected on most recently consolidated balance sheet of Parent	  	 	$                    	  	 	
				
	(c)	 	4(a) plus 4(b)	  	 	$                    	  	 	
				
	(d)	 	4(c) minus $37,500,000	  	 	$                    	* 	 	
				
	(e)	 	Availability**	  	 	$                    	  	 	
				
		 	Liquidity	  	 	$                    	  	 	

  

	*	But not less than zero 


	**	(or Adjusted Availability, if applicable) 








 5. If the Determination Date is the end of a fiscal quarter of ATI, attached hereto as
Attachment 1 are the computations showing compliance with the covenants specified therein as of the Determination Date. 

6. If any portion of an Illiquidity Period shall have been in effect during the month ending on the Determination Date, attached hereto
as Attachment 2 is the computation showing compliance with Section 7.22 as of the Determination Date. 
 IN WITNESS WHEREOF, I execute this Certificate this      day of             ,
20    . 
  

			
	ANNTAYLOR, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  










 Attachment 1 
 to Exhibit A 
 The information described herein is as of
                    ,         , and pertains to the period from
                    ,          to
                 ,         . 

 

	 	I.	Negative Covenants 

  

							
	A.	  	Indebtedness (Section 7.9)	  		  	
				
		  	Section	  	Amount	  	
				
		  	7.9(l)	  	$                    	  	
				
	B.	  	Sales (Section 7.10(a))	  		  	
				
		  	Section	  	Amount	  	
				
		  	7.10(a)(ii)	  	$                    	  	
				
		  	7.10(a)(vii)	  	$                    	  	
				
		  	7.10(a)(ix)	  	$                    	  	
				
	C.	  	Investments (Section 7.11)	  		  	
				
		  	Section	  	Amount	  	
				
		  	7.11(e)	  	$                    	  	
				
		  	7.11(f)	  	$                    	  	
				
		  	7.11(g)	  	$                    	  	
				
		  	7.11(o)	  	$                    	  	
				
	D.	  	Restricted Payments (Section 7.13)	  		  	
				
		  	Section	  	Amount	  	
				
		  	7.13(a)	  	$                    	  	
				
		  		  	$                    	  	








 Attachment 2 
 to Exhibit A 
 The information described herein is as of
                    ,         , and pertains to the period from
                    ,          to
                 ,         . 

 

	I.	Fixed Charge Coverage Ratio 

  

	A.	Fixed Charge Coverage Ratio (Section 7.22) 

  

													
		 	1.	 	Calculation of EBITDA:
				
		 		 	a.	 	Adjusted Net Earnings From Operations
							
		 		 		 	(i)	  	consolidated net income after provision for income taxes for such fiscal period	    	$                    	  	
				
		 		 		 	Less, to the extent included in net income
							
		 		 		 	(ii)	  	gain or loss arising from the sale of any capital assets	    	$                    	  	
							
		 		 		 	(iii)	  	gain arising from any write-up in the book value of any asset	    	$                    	  	
							
		 		 		 	(iv)	  	earnings of any Person (other than a Subsidiary) in which any Borrower has an ownership interest unless (and only to the extent) such earnings or loss shall actually have been
received by such Borrower in the form of cash distributions	    	$                    	  	
							
		 		 		 	(v)	  	earnings or loss of any Person to which assets of any Borrower shall have been sold, transferred or disposed of, or into which any Borrower shall have been merged, or which has been
a party with any Borrower to any consolidation or other form of reorganization, prior to the date of such transaction	    	$                    	  	
							
		 		 		 	(vi)	  	gain or loss arising from the acquisition of debt or equity securities of the Parent and the Borrowers or from cancellation or forgiveness of Debt	    	$                    	  	









															
		 		 		 	(vii)	  	 gain or loss arising from extraordinary items, as determined in accordance
 with GAAP, or from any other non-recurring transaction, to the extent included in net income
	    	 	$                    	  	  	
							
		 		 		 	(viii)	  	Adjusted Net Earning from Operations	    	 	$                    	  	  	
						
		 		 		 	plus (to the extent deducted in the calculation thereof)	    	 	$                    	  	  	
						
		 		 	b.	 	amortization	    	 	$                    	  	  	
						
		 		 	c.	 	depreciation	    	 	$                    	  	  	
						
		 		 	d.	 	Interest Expense	    	 	$                    	  	  	
						
		 		 	e.	 	income tax expense	    	 	$                    	  	  	
					
		 		 		 	EBITDA	    	 	                $           
         
					
		 	 2.
	 	Capital Expenditures (other than those financed with Debt other than Revolving Loans)	    	 	$                    	  	  	
					
		 	 3.
	 	A.1 less A.2	    	 	$                    	  	  	
					
		 	 4.
	 	Fixed Charges	    				  	
						
		 		 	a.	 	Interest Expense	    	 	$                    	  	  	
						
		 		 	b.	 	Scheduled principal payments of Debt	    	 	$                    	  	  	
						
		 		 	c.	 	Income taxes (non-deferred)	    	 	$                    	  	  	
					
		 		 	FIXED CHARGES	    	 	$                    	  	  	
					
		 	 5.
	 	Ratio of line 3 to line 4	    	 	            :1	  	  	
					
		 		 	Minimum Required Ratio:	    	 	1.0 to 1.0	  	  	








 EXHIBIT B 
 FORM OF BORROWING BASE CERTIFICATE 








 

 








 EXHIBIT C 
 [INTENTIONALLY OMITTED] 







 EXHIBIT D 
 NOTICE OF BORROWING 
 Date:
                    , 200   
  

	To:	Bank of America, N.A. as Agent for the Lenders who are parties to the Third Amended and Restated Credit Agreement dated as of April 23, 2008 (as extended, renewed,
amended or restated from time to time, the “Credit Agreement”) by and among AnnTaylor, Inc., ANNCO, Inc., AnnTaylor Distribution Services, Inc., AnnTaylor Retail, Inc., the Lenders party thereto and Bank of America, N.A., as Agent,
and JPMorgan Chase Bank, N.A., Wachovia Bank, National Association, and RBS Citizens, N.A., as Syndication Agents. 

 Ladies and
Gentlemen: 
 The undersigned,
                     (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably of the Borrowing specified below: 
  

	 	1.	The Business Day of the proposed Borrowing is
                    , 200  . 

  

	 	2.	The aggregate amount of the proposed Borrowing is
$                    . 

  

	 	3.	The Borrowing is to be comprised of $                     of
Base Rate and $                     of LIBOR Loans. 


 

	 	4.	The duration of the Interest Period for the LIBOR Loans, if any, included in the Borrowing shall be
             months. 

 The undersigned hereby
certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom: 

(a) The representations and warranties of the Credit Parties contained in the Credit Agreement and the other principal
Loan Documents are correct in all material respects on and as of the date of the Credit Extension requested hereunder and are deemed made on and as of the date hereof, other than any such representation or warranty which relates to a specified prior
date and except to the extent the Agent and the Lenders have been notified in writing by any Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation
or warranty; and 
 (b) No event has occurred and is continuing, or would result from the Credit Extension
requested hereby, which constitutes a Default or an Event of Default; and 







 (c) No event has occurred and is continuing, or would result from such
Credit Extension requested hereby, which has had or would have a Material Adverse Effect. 
 (d) The proposed
Borrowing will not cause the aggregate principal amount of all outstanding Revolving Loans plus all Letter of Credit Outstandings, to exceed the Borrowing Base or the combined Commitments of the Lenders. 

 

			
	  

	By:	 	  

	Title:	 	  










 EXHIBIT E 
 NOTICE OF CONTINUATION/CONVERSION 
 Date:
                    , 200   
  

	To:	Bank of America, N.A. as Agent for the Lenders to the Third Amended and Restated Credit Agreement dated as of April 23, 2008 (as extended, renewed, amended or
restated from time to time, the “Credit Agreement”) among AnnTaylor, Inc., ANNCO, Inc., AnnTaylor Distribution Services, Inc., AnnTaylor Retail, Inc., the Lenders party thereto and Bank of America, N.A., as Agent, and JPMorgan Chase
Bank N.A., Wachovia Bank, National Association, and RBS Citizens, N.A., as Syndication Agents. 

 Ladies and Gentlemen:

 The undersigned,
                     (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably of the [conversion] [continuation] of the Loans specified herein, that: 
  

	 	1.	The Continuation/Conversion Date is                     ,
200  . 

  

	 	2.	The aggregate amount of the Loans to be [converted] [continued] is
$                    . 

  

	 	3.	The Loans are to be [converted into] [continued as] [LIBOR Rate] [Base Rate] Loans. 


 

	 	4.	The duration of the Interest Period for the LIBOR Loans included in the [conversion] [continuation] shall be
             months. 

 The undersigned hereby
certifies that the following statements are true on the date hereof, and will be true on the proposed Continuation/Conversion Date, before and after giving effect thereto and to the application of the proceeds therefrom: 

(d) The representations and warranties of the Credit Parties contained in the Credit Agreement and the other principal
Loan Documents are correct in all material respects on and as of the date of the [continuation][conversion] requested hereunder and are deemed made on and as of the date hereof, other than any such representation or warranty which relates to a
specified prior date and except to the extent the Agent and the Lenders have been notified in writing by any Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such
representation or warranty; and 
 (e) No event has occurred and is continuing, or would result from the
[continuation][conversion] requested hereby, which constitutes a Default or an Event of Default; and 







 (f) No event has occurred and is continuing, or would result from such
[continuation][conversion] requested hereby, which has had or would have a Material Adverse Effect. 
 (g) The
proposed [continuation][conversion] will not cause the aggregate principal amount of all outstanding Revolving Loans plus all Letter of Credit Outstandings, to exceed the Borrowing Base or the combined Commitments of the Lenders. 

 

			
	  

	 By:
	 	  

	 Title:
	 	  










 EXHIBIT F 
 [FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT 
 This ASSIGNMENT AND
ACCEPTANCE AGREEMENT (this “Assignment and Acceptance”) dated as of                     , 200   is made
between                      (the “Assignor”) and
                     (the “Assignee”). 
 RECITALS 
 WHEREAS, the Assignor is party to that certain Third Amended and
Restated Credit Agreement dated as of April 23, 2008 (as amended, amended and restated, modified, supplemented or renewed, the “Credit Agreement”) among AnnTaylor, Inc., ANNCO, Inc., AnnTaylor Distribution Services, Inc.,
AnnTaylor Retail, Inc., the Lenders party thereto and Bank of America, N. A., as agent for the Lenders (the “Agent”), and JPMorgan Chase Bank, N.A., Wachovia Bank, National Association, and RBS Citizens, N.A., as Syndication Agents.
Any terms defined in the Credit Agreement and not defined in this Assignment and Acceptance are used herein as defined in the Credit Agreement; 
 WHEREAS, as provided under the Credit Agreement, the Assignor has committed to making Loans (the “Committed Loans”) to the Borrowers in an aggregate amount not to exceed
$                     (the “Commitment”); 
 WHEREAS, the Assignor has made Committed Loans in the aggregate principal amount of
$                     to the Borrowers; 
 WHEREAS, [the Assignor has acquired a participation in its pro rata share of the Lenders’ liabilities under Letters of Credit in an aggregate principal amount of
$                     (the “L/C Obligations”)] [no Letters of Credit are outstanding under the Credit Agreement]; and

 WHEREAS, the Assignor wishes to assign to the Assignee [part of the] [all] rights and obligations of the Assignor under the
Credit Agreement in respect of its Commitment, together with a corresponding portion of each of its outstanding Committed Loans and L/C Obligations, in an amount equal to
$                     (the “Assigned Amount”) on the terms and subject to the conditions set forth herein and the Assignee
wishes to accept assignment of such rights and to assume such obligations from the Assignor on such terms and subject to such conditions; 
 NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 

 

	 	1.	Assignment and Acceptance. 


(a) Subject to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to
the Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without 







 
representation or warranty (except as provided in this Assignment and Acceptance)     % (the “Assignee’s Percentage Share”) of (A) the
Commitment, the Committed Loans and the L/C Obligations of the Assignor and (B) all related rights, benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan Documents.

 (b) With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the
Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Credit Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment
in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of
the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement
to the extent such obligations have been assumed by the Assignee; provided, however, the Assignor shall not relinquish its rights under Sections 4.4 and 14.11 of the Credit Agreement to the extent such rights relate to the time prior to the
Effective Date. 
 (c) After giving effect to the assignment and assumption set forth herein, on the Effective Date the
Assignee’s Commitment will be $                    . 
 (d) After giving effect to the assignment and assumption set forth herein, on the Effective Date the Assignor’s Commitment will be
$                    . 
  

	 	2.	Payments. 

 (a) As
consideration for the sale, assignment and transfer contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the Effective Date in immediately available funds an amount equal to
$                    , representing the Assignee’s Pro Rata Share of the principal amount of all Committed Loans. 

(b) The Assignee further agrees to pay to the Agent a processing fee in the amount specified in Section 11.2(a) of the Credit
Agreement. 
  

	 	3.	Reallocation of Payments. 


Any interest, fees and other payments accrued to the Effective Date with respect to the Commitment, and Committed Loans and L/C
Obligations shall be for the account of the Assignor. Any interest, fees and other payments accrued on and after the Effective Date with respect to the Assigned Amount shall be for the account of the Assignee. Each of the Assignor and the Assignee
agrees that it will hold in trust for the other party any interest, fees and other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and pay to the other party any such amounts which it may receive
promptly upon receipt. 








	 	4.	Independent Credit Decision. 

 The Assignee (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements of the
Borrowers, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance; and (b) agrees that it will, independently and without
reliance upon the Assignor, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking action under the Credit
Agreement. 
  

	 	5.	Effective Date; Notices. 


(a) As between the Assignor and the Assignee, the effective date for this Assignment and Acceptance shall be
                    , 200_ (the “Effective Date”); provided that the following conditions precedent have been
satisfied on or before the Effective Date: 
 (i) this Assignment and Acceptance shall be executed and delivered
by the Assignor and the Assignee; 
 (ii) the consent of each of the Agent and ATI required for an effective
assignment of the Assigned Amount by the Assignor to the Assignee shall have been duly obtained and shall be in full force and effect as of the Effective Date; 
 (iii) the Assignee shall pay to the Assignor all amounts due to the Assignor under this Assignment and Acceptance; 
 [(iv) the Assignee shall have complied with Section 11.2 of the Credit Agreement (if applicable);] 
 (v) the processing fee referred to in Section 2(b) hereof and in Section 11.2(a) of the Credit Agreement shall have been paid to the Agent; and 

(b) Promptly following the execution of this Assignment and Acceptance, the Assignor shall deliver to the Borrowers and the Agent for
acknowledgment by the Agent, a Notice of Assignment in the form attached hereto as Schedule 1. 
  

	 	6.	[Agent. [INCLUDE ONLY IF ASSIGNOR IS AGENT] 

 (a) The Assignee hereby appoints and authorizes the Assignor to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the Lenders
pursuant to the terms of the Credit Agreement. 
 (b) The Assignee shall assume no duties or obligations held by the Assignor in
its capacity as Agent under the Credit Agreement.] 








	 	7.	Withholding Tax. 

 The
Assignee (a) represents and warrants to the Lender, the Agent and the Borrowers that under applicable law and treaties no tax will be required to be withheld by any Borrower and/or the Agent [and/or any Lender], as applicable with respect to
any payments to be made to the Assignee hereunder, (b) agrees to furnish to the Agent and the Borrowers prior to the time that the Agent or Borrower is required to make any payment of principal, interest or fees hereunder and (so long as it
remains eligible to do so) from time to time thereafter upon reasonable request by the Agent or a Borrower, (x) if the Assignee is organized under the laws of any jurisdiction other than the United States or any State thereof, duplicate
executed originals of either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein the Assignee claims entitlement to the benefits of a tax treaty that provides for a complete exemption from U.S. federal
income withholding tax on all payments hereunder), or (y) if the Assignee is organized under the laws of the United States or any State thereof, duplicate executed originals of U.S. Internal Revenue Service Form W-9, and agrees to provide new
forms upon the expiration of any previously delivered form or comparable statements in accordance with applicable U.S. law and regulations and amendments thereto, duly executed and completed by the Assignee, and (c) agrees to comply with all
applicable U.S. laws and regulations with regard to such withholding tax exemption. 
  

	 	8.	Representations and Warranties. 

 (a) The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Lien or other
adverse claim; (ii) it is duly organized and existing and it has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be
executed or delivered by it in connection with this Assignment and Acceptance and to fulfill its obligations hereunder; (iii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or
obtained) for its due execution, delivery and performance of this Assignment and Acceptance, and apart from any agreements or undertakings or filings required by the Credit Agreement, no further action by, or notice to, or filing with, any Person is
required of it for such execution, delivery or performance; and (iv) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignor, enforceable against the
Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable
principles. 
 (b) The Assignor makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document
furnished pursuant thereto. The Assignor makes no representation or warranty in connection with, and assumes no responsibility with respect to, the solvency, financial condition or statements of any Borrower, or the performance or observance by any
Borrower, of any of its respective obligations under the Credit Agreement or any other instrument or document furnished in connection therewith. 







 (c) The Assignee represents and warrants that (i) it is duly organized and existing and
it has full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and
Acceptance, and to fulfill its obligations hereunder; (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than any already given or obtained) for its due execution, delivery and performance of this
Assignment and Acceptance; and apart from any agreements or undertakings or filings required by the Credit Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or performance;
(iii) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignee, enforceable against the Assignee in accordance with the terms hereof, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting creditors’ rights and to general equitable principles; and (iv) it is an Eligible Assignee. 

 

	 	9.	Further Assurances. 

 The
Assignor and the Assignee each hereby agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance,
including the delivery of any notices or other documents or instruments to the Borrowers or the Agent, which may be required in connection with the assignment and assumption contemplated hereby. 

 

	 	10.	Miscellaneous. 

 (a) Any
amendment or waiver of any provision of this Assignment and Acceptance shall be in writing and signed by the parties hereto. No failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver
thereof and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights with respect to any other or further breach thereof. 

(b) All payments made hereunder shall be made without any set-off or counterclaim. 

(c) The Assignor and the Assignee shall each pay its own costs and expenses incurred in connection with the negotiation, preparation,
execution and performance of this Assignment and Acceptance. 
 (d) This Assignment and Acceptance may be executed in any number
of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 
 (e)
THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF                     . The
Assignor and the Assignee each irrevocably submits to the non-exclusive jurisdiction of any State or Federal court sitting in
[                    ] over any suit, action or proceeding arising out of or relating to this Assignment and Acceptance and irrevocably agrees
that all claims in respect of such action or proceeding may be heard and 







 
determined in such [                    ] State or Federal court. Each party to this
Assignment and Acceptance hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. 

(f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS (WHETHER
ORAL OR WRITTEN). 
 IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Acceptance to be executed
and delivered by their duly authorized officers as of the date first above written. 
  

			
	[ASSIGNOR]
		
	By:	 	  

	Title:	 	  

	Address:	 	  

	
	[ASSIGNEE]
		
	By:	 	  

	Title:	 	  

	Address:	 	  










 SCHEDULE 1 
 to 
 ASSIGNMENT AND ACCEPTANCE 

NOTICE OF ASSIGNMENT AND ACCEPTANCE 
                     , 200   

Bank of America, N.A. 

			
	  
	 	
	  
	 	
	  
	 	

 Attention: Business Credit-Account Executive 
 AnnTaylor, Inc. 

			
	  
	 	
	  
	 	
	  
	 	

 Re: AnnTaylor, Inc. 
 Ladies and Gentlemen: 
 We refer to the Third Amended and Restated Credit Agreement
dated as of April 23, 2008 (as amended, amended and restated, modified, supplemented or renewed from time to time the “Credit Agreement”) among AnnTaylor, Inc., ANNCO, Inc., AnnTaylor Distribution Services, Inc., AnnTaylor
Retail, Inc., the Lenders party thereto and Bank of America, N. A., as agent for the Lenders (the “Agent”), and JPMorgan Chase Bank, N.A., Wachovia Bank, National Association, and RBS Citizens, N.A., as Syndication Agents. Terms
defined in the Credit Agreement are used herein as therein defined. 
 1. We hereby give you notice of, and request your consent
to, the assignment by                      (the “Assignor”) to
                     (the “Assignee”) of     % of the right, title and interest of the Assignor in
and to the Credit Agreement (including the right, title and interest of the Assignor in and to the Commitments of the Assignor, all outstanding Loans made by the Assignor and the Assignor’s participation in the Letters of Credit pursuant to the
Assignment and Acceptance Agreement attached hereto (the “Assignment and Acceptance”). We understand and agree that the Assignor’s Commitment, as of
                    , 200  , is
$                    , the aggregate amount of its outstanding Loans is
$                    , and its participation in L/C Obligations (as defined in the Assignment and Acceptance) is
$                    . 
 2. The Assignee agrees that, upon receiving the consent of the Agent to such assignment, the Assignee will be bound by the terms of the Credit Agreement as fully and to the same extent as if the Assignee
were the Lender originally holding such interest in the Credit Agreement. 







 3. The following administrative details apply to the Assignee: 

 

							
	 (A)
	 	Notice Address:	  		  	
				
		 	Assignee name:	  	  
	  	
		 	Address:	  	  
	  	
		 		  	  
	  	
		 		  	  
	  	
		 	Attention:	  	  
	  	
		 	Telephone: (        )	  	  
	  	
		 	Telecopier: (        )	  	  
	  	
		 	Telex (Answerback):	  	  
	  	
				
	 (B)
	 	Payment Instructions:	  		  	
				
		 	Account No.:	  	  
	  	
		 	At:	  	  
	  	
		 		  	  
	  	
		 	Reference:	  	  
	  	
		 	Attention:	  	  
	  	

 4. You are entitled to rely upon the representations, warranties and covenants of each of the
Assignor and Assignee contained in the Assignment and Acceptance. 
 IN WITNESS WHEREOF, the Assignor and the Assignee have
caused this Notice of Assignment and Acceptance to be executed by their respective duly authorized officials, officers or agents as of the date first above mentioned. 

 

			
	 Very truly yours,

	
	 [NAME OF ASSIGNOR]

		
	 By:
	 	  

	 Title:
	 	  

	
	 [NAME OF ASSIGNEE]

		
	 By:
	 	  

	 Title:
	 	  










 ACKNOWLEDGED AND ASSIGNMENT 
 CONSENTED TO: 
  

			
	 Bank of America, N. A.
 as Agent

		
	By:	 	  

	Title:	 	  

	
	AnnTaylor, Inc.
		
	By:	 	  

	Title:	 	  









 EXHIBIT G 
 FORM OF THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT 
 [This
Exhibit G was filed as Exhibit 10.2 to the Registrant’s Form 8-K filed April 29, 2008.] 







 EXHIBIT H 
 FORM OF THIRD AMENDED AND RESTATED PARENT GUARANTY 
 [This Exhibit H was
filed as Exhibit 10.3 to the Registrant’s Form 8-K filed April 29, 2008.] 







 SCHEDULE 1.1 
 COMMITMENTS 
  

									
	 Lender
	    	Revolving
Loan
Commitment	 	    	Pro Rata Share
(9
decimals)	 
	 Bank of America, N.A.
	    	$	65,000,000	  	    	 	26.000000000	% 
	 JPMorgan Chase Bank, N.A.
	    	 	57,500,000	  	    	 	23.000000000	% 
	 RBS Citizens, N.A.
	    	 	40,000,000	  	    	 	16.000000000	% 
	 Wachovia Bank, National Association
	    	 	40,000,000	  	    	 	16.000000000	% 
	 Wells Fargo Retail Finance, LLC
	    	 	27,500,000	  	    	 	11.000000000	% 
	 Fifth Third Bank
	    	 	20,000,000	  	    	 	8.000000000	% 
		    	 	 	 	    	 	 	 
		    	$	250,000,000	  	    	 	100.000000000	% 








 SCHEDULE 1.3 
 EXISTING LETTERS OF CREDIT 
 See attached. 








					
	 Imports Outstanding Liability: By Bank Reference
	  	 	22 Apr 2008	  
		
	 Ann Taylor Incorporated
	  	 	1:37 PM	  

  

 

																	
	 Ann Taylor Reference
	 	 Bank Reference
	 	 Beneficiary Name
	 	 Beneficiary Country
	 	 Issue

Date
	  	 Expiry

Date
	 	
Outstanding
Liability Amount
	 	 Outstanding
Liability USD

	 *****
	 	*****	 	*****	 	*****	 	20 Feb 2006	  	10 Apr 2006	 	*****	 	USD	 	*****
	 *****
	 	*****	 	*****	 	*****	 	27 Feb 2006	  	10 Apr 2006	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	28 Feb 2006	  	10 Apr 2006	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	28 Feb 2006	  	10 Apr 2006	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	28 Feb 2006	  	12 Apr 2006	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	02 Aug 2007	  	12 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	03 Jan 2008	  	16 Jun 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	15 Feb 2008	  	09 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	15 Feb 2008	  	09 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	18 Feb 2008	  	09 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	15 Feb 2008	  	21 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	15 Feb 2008	  	09 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	28 Feb 2008	  	07 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	03 Mar 2008	  	14 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	04 Mar 2008	  	02 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	04 Mar 2008	  	01 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	04 Mar 2008	  	07 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	04 Mar 2008	  	05 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	04 Mar 2008	  	21 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	05 Mar 2008	  	23 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	05 Mar 2008	  	23 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	05 Mar 2008	  	23 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	05 Mar 2008	  	23 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	05 Mar 2008	  	23 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	12 Mar 2008	  	23 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	12 Mar 2008	  	23 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	14 Mar 2008	  	29 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	14 Mar 2008	  	21 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	14 Mar 2008	  	21 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	14 Mar 2008	  	05 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	14 Mar 2008	  	07 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	19 Mar 2008	  	10 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	19 Mar 2008	  	21 Apr 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	25 Mar 2008	  	05 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	25 Mar 2008	  	07 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	25 Mar 2008	  	07 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	25 Mar 2008	  	14 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	26 Mar 2008	  	05 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	26 Mar 2008	  	05 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	26 Mar 2008	  	05 May 2008	 	*****	 	 USD
	 	*****


  
  

			
	Page 1 of 2	  	ILCLIBBK.RPT











					
	 Imports Outstanding Liability: By Bank Reference
	  	 	22 Apr 2008	  
		
	 Ann Taylor Incorporated
	  	 	1:37 PM	  

  

 


																	
	 Ann Taylor Reference
	 	 Bank Reference
	 	 Beneficiary Name
	 	 Beneficiary Country
	 	 Issue

Date
	  	 Expiry

Date
	 	
Outstanding
Liability Amount
	 	 Outstanding
Liability USD

	 *****
	 	*****	 	*****	 	*****	 	26 Mar 2008	  	07 May 2008	 	*****	 	USD	 	*****
	 *****
	 	*****	 	*****	 	*****	 	27 Mar 2008	  	07 May 2008	 	*****	 	USD	 	*****
	 *****
	 	*****	 	*****	 	*****	 	01 Apr 2008	  	30 Apr 2008	 	*****	 	USD	 	*****
	 *****
	 	*****	 	*****	 	*****	 	01 Apr 2008	  	28 Apr 2008	 	*****	 	USD	 	*****
	 *****
	 	*****	 	*****	 	*****	 	02 Apr 2008	  	16 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	07 Apr 2008	  	19 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	07 Apr 2008	  	12 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	07 Apr 2008	  	16 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	07 Apr 2008	  	28 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	07 Apr 2008	  	28 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	14 Apr 2008	  	12 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	14 Apr 2008	  	02 May 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	17 Apr 2008	  	02 Jun 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	18 Apr 2008	  	04 Jun 2008	 	*****	 	 USD
	 	*****
	 *****
	 	*****	 	*****	 	*****	 	22 Apr 2008	  	19 May 2008	 	*****	 	 USD
	 	*****
		 		 		 		 		  		 		 		 	 
	 Selection Criteria:
	 		 		 		  	Grand Total:	 		 	*****


  
  

			
	Page 2 of 2	  	ILCLIBBK.RPT










					
	 April 22, 2008
	  	ANN TAYLOR INC.	  	*****
		  	  
 Letters of Credit Outstanding As Of
04/22/2008
	  	
		  	  
 By Applicant and Bank Reference
Number
	  	

  

																											
	Reference Numbers	  	 	  	 	 	  	 	 	  	 	 	  	 	  	 	 	 	 	 
	 *****
 Reference
	  	 Ann Taylor

Reference
	  	 Beneficiary Name
	  	Open
Date	 	  	Expiry
Date	 	  	Latest
Ship Date	 	  	 Curr
	  	Outstanding	 	 	Outstanding
USD Equivalent	 
	 ANN TAYLOR INC
	  		  				  				  				  		  				 			
	 *****
	  	*****	  	*****	  	 	02/15/2008	  	  	 	05/16/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	02/22/2008	  	  	 	04/21/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	02/22/2008	  	  	 	04/21/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/05/2008	  	  	 	04/25/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/05/2008	  	  	 	05/05/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/05/2008	  	  	 	04/21/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/05/2008	  	  	 	04/21/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/05/2008	  	  	 	04/14/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/06/2008	  	  	 	04/10/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/06/2008	  	  	 	04/21/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/17/2008	  	  	 	05/01/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/17/2008	  	  	 	05/12/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/17/2008	  	  	 	06/02/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	04/28/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	04/28/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	04/28/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	05/05/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	04/28/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	04/28/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	05/05/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	04/28/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	04/28/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	05/05/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	05/05/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	05/19/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	04/28/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	05/05/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	05/05/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	05/05/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	04/28/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  
	 *****
	  	*****	  	*****	  	 	03/19/2008	  	  	 	05/05/2008	  	  				  	USD	  	 	*****	  	 	 	*****	  


  
  

																							
	 Trade Channel
	  		  		  				  	Date Format: MM/DD/YY	  		  				  	 	Page 1 of 2	  











					
	 April 22, 2008
	  	ANN TAYLOR INC.	  	*****
		  	  
 Letters of Credit Outstanding As Of
04/22/2008
	  	
		  	  
 By Applicant and Bank Reference
Number
	  	

  


																					
	Reference Numbers	  	 	  	 	 	  	 	 	  	 	  	 	  	 	 	 
	 *****
 Reference
	  	 Ann Taylor

Reference
	  	 Beneficiary Name
	  	Open
Date	 	  	Expiry
Date	 	  	Latest
Ship Date	  	 Curr
	  	Outstanding	 	Outstanding
USD Equivalent
	 *****
	  	*****	  	*****	  	 	03/20/2008	  	  	 	05/19/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	03/20/2008	  	  	 	05/16/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	03/20/2008	  	  	 	04/28/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/03/2008	  	  	 	05/12/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/03/2008	  	  	 	05/12/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/03/2008	  	  	 	05/12/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/07/2008	  	  	 	05/16/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/07/2008	  	  	 	04/29/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/08/2008	  	  	 	05/19/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/08/2008	  	  	 	05/16/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/08/2008	  	  	 	05/16/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	05/23/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	06/02/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	06/02/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	05/26/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	06/02/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	06/02/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	06/02/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	06/02/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	05/30/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	05/26/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	05/19/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	05/30/2008	  	  		  	USD	  	*****	 	*****
	 *****
	  	*****	  	*****	  	 	04/16/2008	  	  	 	05/30/2008	  	  		  	USD	  	*****	 	*****
		  		  		  				  				  		  	 USD Total:
	 	*****
								
		  		  		  				  				  		  	 USD Grand Total:
	 	*****

 Selection Criteria: 

Dates as of 04/22/2008. 

  
  

																							
	 Trade Channel
	  		  		  				  	Date Format: MM/DD/YY	  		  				  	 	Page 2 of 2	  










							
	 *****
	  	*****	  	Page:	  	1
	 *****
	  	 Outstanding Summary Report
	  	Date:	  	04/21/2008
		  	 For Applicant : ANN TAYLOR
	  		  	

 Applicant Name: ANN TAYLOR INC. 
  

																			
	 L/C Bank
 Reference
	  	 L/C Cust Reference
	  	 Site
	  	 Trans
	  	 Beneficiary
	  	 Ctry
	  	 Opening

Date
	  	 Expiry

Date
	  	L/C Equiv
Liability 
Balance	 	 
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	02/12/2008	  	04/29/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	02/22/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	02/22/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	02/27/2008	  	04/10/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	02/27/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/03/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/03/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/03/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/03/2008	  	05/30/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/14/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/14/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/14/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/14/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/05/2008	  	04/15/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	 	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	 	USD


  
 OSTSMY.RDF











							
	 *****
	  	*****	  	Page:	  	2
	 *****
	  	 Outstanding Summary Report
	  	Date:	  	04/21/2008
		  	 For Applicant : ANN TAYLOR
	  		  	

 Applicant Name:    ANN TAYLOR INC. 
  


																			
	 L/C Bank
 Reference
	  	 L/C Cust Reference
	  	 Site
	  	 Trans
	  	 Beneficiary
	  	 Ctry
	  	 Opening

Date
	  	 Expiry

Date
	  	 L/C Equiv

Liability Balance
	  	 
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	  	USD
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/12/2008	  	04/21/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/20/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/20/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/20/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/20/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/25/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/25/2008	  	04/28/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	03/26/2008	  	05/05/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/16/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/19/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/16/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/03/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/12/2008	  	*****	  	 USD



  
 OSTSMY.RDF











							
	 *****
	  	*****	  	Page:	  	3
	 *****
	  	 Outstanding Summary Report
	  	Date:	  	04/21/2008
		  	 For Applicant : ANN TAYLOR
	  		  	

 Applicant Name:    ANN TAYLOR INC. 
  


																			
	 L/C Bank
 Reference
	  	 L/C Cust Reference
	  	 Site
	  	 Trans
	  	 Beneficiary
	  	 Ctry
	  	 Opening

Date
	  	 Expiry

Date
	  	 L/C Equiv

Liability Balance
	  	 
	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/16/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/19/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/19/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/16/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/16/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/16/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/16/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/02/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/07/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/07/2008	  	05/12/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/07/2008	  	05/16/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/10/2008	  	05/16/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/10/2008	  	05/19/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/10/2008	  	05/19/2008	  	*****	  	 USD

	 *****
	  	*****	  	*****	  	*****	  	*****	  	*****	  	04/10/2008	  	05/19/2008	  	*****	  	 USD

									
		  		  		  		  		  		  	Appl Name Total:	  	*****	  	
										
		  		  		  		  		  		  		  	Total:	  	*****	  	
									
	 BA/ACCPT Summary:
	  		  		  		  		  		  	Total:	  		  	

 ***** END OF OUTSTANDING SUMMARY REPORT 

  
 OSTSMY.RDF









 SCHEDULE 5.2(j) 

ADDITIONAL REPORTS 

Monthly (within 15 Business Days after the end of each month): 
  

	1.	Summary Stock Ledger Report 

  

	2.	Report of Eligible L/C Inventory 

  

	3.	Report of Eligible Credit Card Receivables 

  

	4.	Rent Liability Report 

  

	5.	Gift Card Liability Report 

  

	6.	Customer Deposits Report 

  

	7.	Report showing Retail Sales for the month 

  

	8.	Report showing Detail of Eligible In-Transit Inventory 








 SCHEDULE 6.5 
 SUBSIDIARIES AND AFFILIATES 
  

					
	 Name
	  	 Relationship to the Parent
	  	 
	AnnTaylor, Inc. (DE)	  	Wholly-owned Subsidiary	  	
	AnnTaylor Distribution Services, Inc. (DE)	  	Indirect, Wholly-owned Subsidiary	  	
	AnnTaylor Retail, Inc. (DE)	  	Indirect, Wholly-owned Subsidiary	  	
	Annco, Inc. (DE)	  	Indirect, Wholly-owned Subsidiary	  	
	AnnTaylor Travel, Inc. (DE)	  	Indirect, Wholly-owned Subsidiary	  	
	AnnTaylor Sourcing Far East Ltd. (Hong Kong)	  	 Indirect, Wholly-owned Subsidiary
 149,999 shares owned by AnnTaylor, Inc.
 1 share owned by AnnTaylor Stores
Corporation
	  	
	AnnTaylor of Puerto Rico, Inc. (Puerto Rico)	  	Indirect, Wholly-owned Subsidiary	  	
	AnnTaylor Global Sourcing Italy, S.r.l. (Italy)	  	Indirect, Wholly-owned Subsidiary	  	








 SCHEDULE 6.7 
 SUBSIDIARY CAPITALIZATION 
  

							
	 Name
	  	 Shares Authorized
	  	 Shares Outstanding
	  	 Ownership (percentage and
number of shares)

	AnnTaylor, Inc.	  	Common: 1,000 shares, par value $1.00 per share	  	Common: 1 share	  	100% owned by AnnTaylor Stores Corporation
	AnnTaylor Distribution Services, Inc.	  	 Common: 100
 shares, par value
$.01 per share
	  	Common: 1 share	  	100% owned by AnnTaylor, Inc.
	AnnTaylor Retail, Inc.	  	 Common: 100
 shares, par value
$.01 per share
	  	Common: 1 share	  	100% owned by AnnTaylor, Inc.
	Annco, Inc.	  	 Common: 100
 shares, par value
$1.00 per share
	  	Common: 1 share	  	100% owned by AnnTaylor, Inc.
	AnnTaylor Travel, Inc.	  	 Common: 1000
 shares, par value
$.01 per share
	  	Common: 1 share	  	100% owned by AnnTaylor, Inc.
	AnnTaylor Sourcing Far East Ltd.	  	 Common: 150,000
 shares, par
value HK $1.00 per share
	  	Common: 150,000 shares	  	 99.99% owned by AnnTaylor, Inc. (149,999 shares)
 Remaining 0.01% owned by AnnTaylor Stores Corporation (1 share)









 SCHEDULE 6.9 
 DEBT 
 As of the Effective Date, there is a payable from AnnTaylor, Inc. to AnnTaylor
Sourcing Far East Ltd. in the amount of $*******. 







 SCHEDULE 6.10 
 DISTRIBUTIONS 
 As of the Effective Date, Common Stock repurchases by AnnTaylor Stores
Corporation for Fiscal Year 2008 totals $35,266,368.58. 







 SCHEDULE 6.11 
 REAL ESTATE; STORE LOCATIONS 
  

	1.	Distribution Center: 7101 Distribution Drive, Louisville, Kentucky, 40258 

  


	2.	Store locations attached 









													
	 TYPE
	 	 STORE
	 	 STORE NAME
	 	 ADDRESS
	 	 CITY
	 	 STATE
	 	 ZIP

	ATS	 	0001	 	NEW HAVEN	 	968 Chapel Street	 	New Haven	 	CT	 	06510
	ATS	 	0002	 	WESTPORT	 	97 Main Street	 	Westport	 	CT	 	06880
	ATS	 	0005	 	BRAINTREE	 	250 Granite Avenue	 	Braintree	 	MA	 	02184
	ATS	 	0006	 	WARWICK	 	Warwick Mall, Suite 117	 	Warwick	 	RI	 	02886
	ATS	 	0013	 	PHEASANT LANE	 	310 Daniel Webster Highway	 	South Nashua	 	NH	 	03060
	ATS	 	0020	 	RIVERSIDE SQUARE	 	143 Riverside Square	 	Hackensack	 	NJ	 	07601
	ATS	 	0022	 	NEWBURY	 	18 Newbury Street	 	Boston	 	MA	 	02116
	ATS	 	0024	 	WELLESLEY SQUARE	 	73 Central Street	 	Wellesley	 	MA	 	02481
	ATS	 	0033	 	SOUTH LASALLE STREET	 	231 South Lasalle St.	 	Chicago	 	IL	 	60604
	ATS	 	0041	 	SOMERSET MALL	 	7101 Distribution Drive	 	Louisville	 	KY	 	40258
	ATS	 	0046	 	OXFORD CENTER	 	476 Wheelers Farm Road	 	Milford	 	CT	 	06460
	ATS	 	0052	 	WALNUT STREET	 	7 Times Square Tower	 	New York	 	NY	 	10036
	ATS	 	0055	 	MT LEBANON	 	1372 Broadway	 	New York	 	NY	 	10018
	ATS	 	0059	 	MENLO PARK	 	307 Menlo Park	 	Edison	 	NJ	 	08830
	ATS	 	0076	 	BEVERLY CENTER	 	8522 Beverly Blvd. Suite 782	 	Los Angeles	 	CA	 	90048
	ATS	 	0094	 	PALO ALTO	 	18 Stanford Shopping Center	 	Palo Alto	 	CA	 	94304
	ATS	 	0103	 	THE AVENUES	 	10300 Southside Blvd.	 	Jacksonville	 	FL	 	32256
	ATS	 	0108	 	CAMBRIDGESIDE	 	100 Cambridgeside	 	Cambridge	 	MA	 	02141
	ATS	 	0116	 	WHEATON TOWN SQUARE	 	91 Town Square	 	Wheaton	 	IL	 	60187
	ATS	 	0119	 	FORUM SHOPS AT CEASARS	 	3500 Las Vegas Blvd.	 	Las Vegas	 	NV	 	89109
	ATS	 	0123	 	PACIFIC PLACE	 	10341 Pacific Street	 	Omaha	 	NE	 	68114
	ATS	 	0129	 	ROCKINGHAM PARK MALL	 	99 Rockingham Blvd.	 	Salem	 	NH	 	03079
	ATS	 	0132	 	HARBOR PLACE	 	200 East Pratt Street	 	Baltimore	 	MD	 	21202
	ATS	 	0134	 	UNION STATION	 	50 Massachusetts Ave. NE	 	Washington	 	DC	 	20002
	ATS	 	0136	 	RESTON TOWN CTR	 	11850 Market Street	 	Reston	 	VA	 	20190
	ATS	 	0137	 	MONTGOMERY MALL	 	7101 Democracy Blvd. Suite 1058	 	Bethesda	 	MD	 	20817
	ATS	 	0143	 	WEST FARMS	 	216 West Farms Mall	 	Farmington	 	CT	 	06032
	ATS	 	0155	 	BRIARWOOD MALL	 	822 Briarwood Circle	 	Ann Arbor	 	MI	 	48108
	ATS	 	0172	 	MAIN PLACE	 	2800 N. Main Street #548	 	Santa Ana	 	CA	 	92701
	ATS	 	0177	 	PASADENA	 	495-505 South Lake Ave.	 	Pasadena	 	CA	 	91101
	ATS	 	0179	 	BREA MALL	 	2117 Brea Mall	 	Brea	 	CA	 	92621
	ATS	 	0185	 	UNIVERSITY TOWN CENTER	 	4417 La Jolla Village Dr. N-9	 	San Diego	 	CA	 	92122
	ATS	 	0187	 	THE OAKS	 	460 W. Hillcrest Drive	 	Thousand Oaks	 	CA	 	91360
	ATS	 	0193	 	SAN FRANCISCO CENTER	 	865 Market Street Suite C22	 	San Francisco	 	CA	 	94103
	ATS	 	0194	 	CITY CENTRE	 	1420 Fifth Avenue, Suite 101	 	Seattle	 	WA	 	98101
	ATS	 	0196	 	PIONEER PLACE	 	700 SW 5th Avenue	 	Portland	 	OR	 	97204
	ATS	 	0241	 	KEYSTONE AT THE CROSSING	 	8701 Keystone Crossing	 	Indianapolis	 	IN	 	46240
	ATS	 	0243	 	GROSSE POINTE	 	16822 Kercheval Ave.	 	Grosse Pointe	 	MI	 	48230
	ATS	 	0246	 	WOODLAND MALL	 	3195 28th Street SE	 	Grand Rapids	 	MI	 	49512
	ATS	 	0249	 	LAUREL PARK PLACE	 	37598 W 6 Mile Road	 	Livonia	 	MI	 	48152
	ATS	 	0260	 	SADDLECREEK	 	7614 W. Farmington Blvd.	 	Germantown	 	TN	 	38138
	ATS	 	0271	 	HANES MALL	 	3320 Silas Creek Pkwy #756	 	Winston-Salem	 	NC	 	27103
	ATS	 	0275	 	FAYETTE MALL	 	3473 Nicholasville Road Space 314	 	Lexington	 	KY	 	40503
	ATS	 	0279	 	COOL SPRINGS GALLERIA	 	1800 Galleria Blvd. Suite 1530	 	Franklin	 	TN	 	37067
	ATS	 	0281	 	HOUSTON GALLERIA	 	5085 Westheimer Suite 2880	 	Houston	 	TX	 	77056
	ATS	 	0282	 	HILLSDALE SHOPPING CTR	 	276 Hillsdale Mall	 	San Mateo	 	CA	 	94403
	ATS	 	0283	 	DALLAS GALLERIA	 	13350 Dallas Parkway	 	Dallas	 	TX	 	75240
	ATS	 	0284	 	PERIMETER MALL	 	4400 Ashford Dunwoody Road	 	Atlanta	 	GA	 	30346
	ATS	 	0285	 	BELLEVUE SQUARE	 	1001 Bellevue Square	 	Bellevue	 	WA	 	98004
	ATS	 	0288	 	NORTHSHORE MALL	 	Northshore Mall Route 20	 	Peabody	 	MA	 	01960
	ATS	 	0289	 	CENTURY CITY	 	10250 Santa Monia Drive	 	Los Angeles	 	CA	 	90067
	ATS	 	0291	 	DOWNTOWN PLAZA	 	545 Downtown Plaza #2063	 	Sacramento	 	CA	 	95814
	ATS	 	0292	 	FAIRFIELD COMMONS	 	2727 Fairfield Commons	 	Beaver Creek	 	OH	 	45431
	ATS	 	0293	 	STAMFORD TOWN CENTER	 	100 Greyrock Place	 	Stamford	 	CT	 	06901
	ATS	 	0294	 	LENOX SQUARE	 	3393 Peachtree Road	 	Atlanta	 	GA	 	30326
	ATS	 	0295	 	WORTHINGTON MALL	 	111 Worthington Mall	 	Worthington	 	OH	 	43085
	ATS	 	0296	 	THE GROVE AT SHREWSBURY	 	559 Rt. 35 N-10A	 	Shrewsbury	 	NJ	 	07702
	ATS	 	0297	 	RIDGEWOOD	 	240 Ridgewood Avenue	 	Ridgewood	 	NJ	 	07451
	ATS	 	0298	 	WINTER PARK	 	126 Park Avenue North	 	Winter Park	 	FL	 	32789
	ATS	 	0299	 	BROADWAY PLAZA	 	1189 Broadway Plaza	 	Walnut Creek	 	CA	 	94596
	ATS	 	0301	 	ANNAPOLIS MALL	 	40 Annapolis Mall	 	Annapolis	 	MD	 	21401
	ATS	 	0302	 	NORTH POINT MALL	 	1180 North Point Circle	 	Alpharetta	 	GA	 	30022
	ATS	 	0303	 	DADELAND MALL	 	7415 Southwest 88th Street	 	Miami	 	FL	 	33156
	ATS	 	0304	 	BOCA RATON	 	6000 West Glade Road	 	Boca Raton	 	FL	 	33431
	ATS	 	0305	 	CHESTNUT HILL	 	199 Boyleston Street	 	Chestnut Hill	 	MA	 	02467
	ATS	 	0307	 	OAKBROOK CENTER	 	208 Oakbrook Center	 	Oak Brook	 	IL	 	60523
	ATS	 	0309	 	WORLD FINANCIAL CTR	 	225 Liberty Street	 	New York	 	NY	 	10281









													
	ATS	 	0312	 	TYSONS GALLERIA	 	2001 International Drive	 	McLean	 	VA	 	22102
	ATS	 	0314	 	LA CUMBRE I	 	130 South Hope Avenue D15	 	Santa Barbara	 	CA	 	93105
	ATS	 	0315	 	PLAZA FRONTENAC	 	38 Plaza Frontenac	 	St. Louis	 	MO	 	63131
	ATS	 	0318	 	NATICK MALL	 	1245 Worchester Road Space 116	 	Natick	 	MA	 	01760
	ATS	 	0319	 	FASHION VALLEY	 	7007 Friars Road Suite 324	 	San Diego	 	CA	 	92108
	ATS	 	0322	 	VALLEY FAIR	 	2855 Stevens Creek Blvd. #2305	 	Santa Clara	 	CA	 	95050
	ATS	 	0323	 	BRIDGEWATER COMMONS	 	400 Commons Way	 	Bridgewater	 	NJ	 	08807
	ATS	 	0324	 	EMBARCADERO CENTER	 	3 Embarcadero Center	 	San Francisco	 	CA	 	94111
	ATS	 	0325	 	KING STREET CHARLESTON	 	265-267 King Street	 	Charleston	 	SC	 	29401
	ATS	 	0326	 	SANTA ANITA	 	400 S. Baldwin Ave. Suite 615	 	Arcadia	 	CA	 	91007
	ATS	 	0327	 	PEARLRIDGE CENTER	 	981005 Moana Lua Rd. #121	 	Aiea	 	HI	 	96701
	ATS	 	0328	 	CRABTREE VALLEY MALL	 	4325 Glenwood Avenue	 	Raleigh	 	NC	 	27612
	ATS	 	0329	 	PRUDENTIAL CENTER	 	800 Boylston Street	 	Boston	 	MA	 	02199
	ATS	 	0331	 	SCOTTSDALE FASHION SQUARE	 	7014 E Camelback Road 7014 E Camelback Road, Suite 1	 	Scottsdale	 	AZ	 	85251
	ATS	 	0333	 	OLD ORCHARD CENTER	 	74 Old Orchard Road S74	 	Skokie	 	IL	 	60077
	ATS	 	0335	 	ROSEDALE CENTER	 	206 Rosedale Center	 	Roseville	 	MN	 	55113
	ATS	 	0338	 	CAROUSEL CENTER	 	320 Hiawatha Blvd. West	 	Syracuse	 	NY	 	13209
	ATS	 	0340	 	FASHION PLACE	 	6191 South State #212	 	Murray	 	UT	 	84107
	ATS	 	0343	 	TRUMBULL SHOPPING PARK	 	5065 Main Street	 	Trumbull	 	CT	 	06611
	ATS	 	0344	 	ARBORETUM MARKET	 	9722 Great Hills Trail Suite 350	 	Austin	 	TX	 	78759
	ATS	 	0345	 	CANAL PLACE	 	333 Canal Street Suite 206	 	New Orleans	 	LA	 	70130
	ATS	 	0348	 	SHADYSIDE	 	5407 Walnut Street	 	Pittsburgh	 	PA	 	15232
	ATS	 	0351	 	MALL AT SHELTER COVE	 	24 Shelter Cove Lane	 	Hilton Head	 	SC	 	29928
	ATS	 	0352	 	SOUTHPARK MALL	 	4400 Sharon Road	 	Charlotte	 	NC	 	28211
	ATS	 	0353	 	SOMERSET SQUARE	 	140 Glastonbury Blvd.	 	Glastonbury	 	CT	 	06033
	ATS	 	0354	 	BEACHWOOD PLACE	 	26300 Cedar Road Space 152	 	Beachwood	 	OH	 	44122
	ATS	 	0360	 	OXMOOR CENTER	 	7900 Shelbyville Road	 	Louisville	 	KY	 	40222
	ATS	 	0361	 	WILLOW GROVE PARK	 	2500 Moreland Road	 	Willow Grove	 	PA	 	19090
	ATS	 	0362	 	645 MADISON AVENUE	 	645 Madison Avenue	 	New York	 	NY	 	10022
	ATS	 	0366	 	PALMER SQUARE	 	17 Palmer Square West Space V-115	 	Princeton	 	NJ	 	08542
	ATS	 	0367	 	CHURCH ST MARKET PLACE	 	One Church Street	 	Burlington	 	VT	 	05401
	ATS	 	0368	 	BAYBROOK MALL	 	1029 Baybrook Mall Space 1029	 	Friendswood	 	TX	 	77546
	ATS	 	0369	 	ENGLEWOOD	 	23 E. Palisades Avenue	 	Englewood	 	NJ	 	07631
	ATS	 	0380	 	WEST TOWN MALL	 	7600 Kingston Pike Space 1582	 	Knoxville	 	TN	 	37919
	ATS	 	0381	 	FASHION SQUARE	 	1554 East Rio Road Space D-12	 	Charlottesville	 	VA	 	22901
	ATS	 	0382	 	HAYWOOD MALL	 	700 Haywood Road S1058	 	Greenville	 	SC	 	29607
	ATS	 	0384	 	THE MALL @ GREEN HILLS	 	2126 Abbot Martin Road Space 258\260	 	Nashville	 	TN	 	37215
	ATS	 	0387	 	LARCHMONT PALMER AVENUE	 	1919 Palmer Avenue	 	Larchmont	 	NY	 	10538
	ATS	 	0388	 	WASHINGTON SQ SHOPPING CT	 	9624 SW Washington Sq. Rd.	 	Portland	 	OR	 	97223
	ATS	 	0389	 	CIRCLE CENTRE	 	49 West Maryland Street Space 2	 	Indianapolis	 	IN	 	46225
	ATS	 	0390	 	UNIVERSITY PARK VILLAGE	 	1604 S. University Drive Suite 502	 	Fort Worth	 	TX	 	76107
	ATS	 	0391	 	SEMINOLE TOWNE CTR	 	117 Towne Center Circle	 	Sanford	 	FL	 	32771
	ATS	 	0392	 	WOODFIELD MALL	 	N311 Woodfield Shopping Center	 	Schaumburg	 	IL	 	60173
	ATS	 	0394	 	SOUTHDALE CENTER	 	170 Southdale Center Space 245	 	Edina	 	MN	 	55435
	ATS	 	0396	 	WALT WHITMAN MALL	 	260-1 Route 110 Space 1044	 	Huntington Station	 	NY	 	11746
	ATS	 	0397	 	SOUTH STREET SEAPORT	 	4 Fulton Street	 	New York	 	NY	 	10038
	ATS	 	0400	 	KING-OF-PRUSSIA PLAZA	 	160 N. Gulph Rd. Space 5125	 	King of Prussia	 	PA	 	19406
	ATS	 	0401	 	MAYFAIR MALL	 	2500 N. Mayfair Road Space 20	 	Wauwatosa	 	WI	 	53226
	ATS	 	0402	 	DANBURY FAIR	 	7 Backus Avenue Space C-115	 	Danbury	 	CT	 	06810
	ATS	 	0403	 	ST LOUIS GALLERIA	 	1418 St. Louis Galleria	 	St. Louis	 	MO	 	63117
	ATS	 	0404	 	7TH MKTPL @CITICORP PLAZA	 	735 South Figueroa Space 311	 	Los Angeles	 	CA	 	90017
	ATS	 	0406	 	NORTHPARK MALL	 	1200 E. County Line Rd Space 1116	 	Ridgeland	 	MS	 	39157
	ATS	 	0407	 	PENTAGON CITY	 	1100 South Hayes Space C5	 	Arlington	 	VA	 	22202
	ATS	 	0409	 	WESTSHORE PLAZA	 	287 Westshore Plaza	 	Tampa	 	FL	 	33609
	ATS	 	0410	 	THE OAKS MALL	 	6629 Newberry Road	 	Gainesville	 	FL	 	32605
	ATS	 	0417	 	PRESTON PARK VILLAGE	 	1900 Preston Road	 	West Plano	 	TX	 	75093
	ATS	 	0420	 	CEDARHURST	 	467 Central Ave.	 	Cedarhurst	 	NY	 	11516
	ATS	 	0421	 	GALLERIA @ SOUTHBAY	 	1815 Hawthorne Blvd.	 	Redondo Beach	 	CA	 	90278
	ATS	 	0422	 	TOWN & COUNTRY VILLAGE	 	12850 Memorial Dr. Suite 400	 	Houston	 	TX	 	77024
	ATS	 	0423	 	PARADISE VALLY MALL	 	4550-82 E.Cactus Rd. SPACE C36	 	Phoenix	 	AZ	 	85032
	ATS	 	0424	 	THE FALLS	 	8888 Southwest 136th St. Suite 510	 	Miami	 	FL	 	33176
	ATS	 	0425	 	ROOSEVELT FIELD MALL	 	Roosevelt Field Mall Space 2068	 	Garden City	 	NY	 	11530
	ATS	 	0426	 	PARK MEADOWS	 	8405 Park Meadows Drive Suite 1107	 	Littleton	 	CO	 	80124
	ATS	 	0427	 	OLD HYDE PARK	 	1618 W. Snow Avenue	 	Tampa	 	FL	 	33606
	ATS	 	0428	 	SOUTHPARK CENTER	 	1012 Southpark Center	 	Strongsville	 	OH	 	44136
	ATS	 	0430	 	ARDMORE	 	23 Parking Plaza	 	Ardmore	 	PA	 	19003
	ATS	 	0432	 	TOWN CENTER PLAZA	 	5240 West 119th St, Space 2040	 	Leawood	 	KS	 	66209
	ATS	 	0433	 	MALL OF LOUISIANA	 	6401 Blue Bonnet Blvd. Suite 1158	 	Bation Rouge	 	LA	 	70809
	ATS	 	0434	 	WOLFCHASE GALLERIA	 	2760 North Germantown Parkway Suiet 159	 	Memphis	 	TN	 	38133
	ATS	 	0435	 	THE MALL IN COLUMBIA	 	10300 Little Patuxent Parkway Space 2330	 	Columbia	 	MD	 	21044
	ATS	 	0436	 	MALL @ TUTTLE CROSSINGS	 	5043 Tuttle Crossing Blvd. Space 281	 	Dublin	 	OH	 	43016
	ATS	 	0437	 	149 FIFTH AVE-FLATIRON	 	149 Fifth Avenue	 	New York	 	NY	 	10010
	ATS	 	0438	 	SUN VALLEY	 	329 Sunvalley Mall Space #B-216	 	Concord	 	CA	 	94520
	ATS	 	0441	 	850 THIRD AVENUE	 	850 Third Avenue 52nd & 3rd	 	New York	 	NY	 	10022









													
	ATS	 	0442	 	REGENCY SQUARE	 	1404 Parham Road	 	Richmond	 	VA	 	23229
	ATS	 	0444	 	BELL TOWER SHOPS	 	13499 US41 Southeast Suite B-212	 	Fort Myers	 	FL	 	33907
	ATS	 	0445	 	BRADLEY FAIR	 	2000 N Rock Road Suite 126	 	Wichita	 	KS	 	67206
	ATS	 	0446	 	THE GARDENS @ EL PASEO	 	73-585 El Paseo Suite 1104	 	Palm Desert	 	CA	 	92260
	ATS	 	0447	 	HORTON PLAZA	 	257 Horton Place Space M2-261	 	San Diego	 	CA	 	92101
	ATS	 	0448	 	BILTMORE FASHION PARK	 	2582 E. Camelback Road	 	Phoenix	 	AZ	 	85016
	ATS	 	0451	 	EASTCHESTER	 	696 White Plains Road	 	Scarsdale	 	NY	 	10583
	ATS	 	0453	 	SUMMIT MALL	 	3265 West Market St. Space 242	 	Akron	 	OH	 	44333
	ATS	 	0456	 	ROCKAWAY TOWN SQUARE	 	Route 80 E & Mount Hope Avenue	 	Rockaway	 	NJ	 	07866
	ATS	 	0457	 	SOUTHGATE PLAZA	 	90 Southgate Plaza Suite 1108	 	Sarasota	 	FL	 	34239
	ATS	 	0458	 	OLD TOWN ALEXANDRIA	 	115 North Washington Street	 	Alexandria	 	VA	 	22314
	ATS	 	0459	 	FRANKLIN PARK MALL	 	5001 Monroe Street Suite 324 Space T-67	 	Toledo	 	OH	 	43623
	ATS	 	0460	 	THE SHOPS @ BLACKHAWK	 	3630 Blackhawk Plaza Circle	 	Danville	 	CA	 	94506
	ATS	 	0461	 	WILLOWBROOK MALL	 	1422 Willowbrook Mall Space 1420 & 1422	 	Wayne	 	NJ	 	07470
	ATS	 	0462	 	MAIN PLACE	 	132 W Jefferson Ave. Space D1	 	Naperville	 	IL	 	60540
	ATS	 	0463	 	REDMOND TOWN CENTER	 	16535 NE 74th St. Space F115	 	Redmond	 	WA	 	98052
	ATS	 	0464	 	GAVIIDAE COMMONS	 	555 Nicollet Mall Suite 2277	 	Minneapolis	 	MN	 	55402
	ATS	 	0465	 	BARTON CREEK SQUARE	 	2901Capital of Texas Highway Space BO7A	 	Austin	 	TX	 	78746
	ATS	 	0466	 	THE WOODLANDS MALL	 	1201 Lake Woodland Drive Suite 2180	 	Woodlands	 	TX	 	77380
	ATS	 	0467	 	LAKE FOREST MALL	 	701 Russell Ave Space 112/113	 	Gaithersburg	 	MD	 	20877
	ATS	 	0468	 	BURLINGTON MALL	 	75 Middlesex St.	 	Burlington	 	MA	 	01803
	ATS	 	0469	 	UTICA SQUARE	 	1948 Utica Square	 	Tulsa	 	OK	 	74114
	ATS	 	0470	 	GEORGETOWN PARK	 	3222 M Street NW. Space W-231	 	Washington	 	DC	 	20007
	ATS	 	0472	 	SMITH HAVEN MALL	 	Route 25 & 347	 	Lake Grove	 	NY	 	11755
	ATS	 	0473	 	GREENWICH AVENUE	 	200 Greenwich Avenue	 	Greenwich	 	CT	 	06830
	ATS	 	0474	 	1166 SIXTH AVENUE	 	1166 Sixth Avenue	 	New York	 	NY	 	10036
	ATS	 	0475	 	VILLAGE ARCADE	 	5515 Kelvin Suite 90	 	Houston	 	TX	 	77005
	ATS	 	0476	 	SOLOMON POND	 	601 Donald Lynch Blvd.	 	Marlborough	 	MA	 	01752
	ATS	 	0477	 	FAIR OAKS MALL	 	11750 Fair Oaks	 	Fairfax	 	VA	 	22033
	ATS	 	0478	 	RIVER PARK SQUARE	 	808 W. Main Suite 109	 	Spokane	 	WA	 	99201
	ATS	 	0480	 	FOX RIVER MALL	 	4301 West Wisconsin Avenue	 	Appleton	 	WI	 	54915
	ATS	 	0481	 	VALENCIA TOWN CENTER	 	24250 Town Center Space 140	 	Valencia	 	CA	 	91355
	ATS	 	0482	 	LOS CERRITOS CENTER	 	235 Los Cerritos Center	 	Cerritos	 	CA	 	90703
	ATS	 	0483	 	MERIDIAN MALL	 	1982 W. Grand River Avenue	 	Okemos	 	MI	 	48864
	ATS	 	0484	 	THE SHOPS @RIVERWOODS	 	4801North University Avenue	 	Provo	 	UT	 	84604
	ATS	 	0485	 	THE PALISADES CENTER	 	1780 Palisades Center Drive	 	West Nyack	 	NY	 	10994
	ATS	 	0486	 	UNIVERSITY PARK	 	6501 North Grape Road	 	Mishawaka	 	IN	 	46545
	ATS	 	0487	 	NORTHSTAR MALL	 	7400 San Pedro Suite 32	 	San Antonio	 	TX	 	78216
	ATS	 	0488	 	HUEBNER OAKS CENTER	 	11745 IH 10 W.	 	San Antonio	 	TX	 	78230
	ATS	 	0489	 	GOVERNORS SQUARE	 	1500 Apalachee Parkway	 	Tallahassee	 	FL	 	32301
	ATS	 	0490	 	EAST BROAD STREET	 	165-169 East Broad Street	 	Westfield	 	NJ	 	07090
	ATS	 	0491	 	600 THIRTEENTH STREET	 	600 Thirteenth Street NW	 	Washington	 	DC	 	20005
	ATS	 	0492	 	LAGUNA HILLS	 	24155 Laguna Hills Mall	 	Laguna	 	CA	 	92653
	ATS	 	0494	 	UNIVERSITY VILLAGE	 	2550 NE University Village	 	Seattle	 	WA	 	98105
	ATS	 	0495	 	OXFORD VALLEY MALL	 	2300 East Lincoln Highway	 	Langhorne	 	PA	 	19047
	ATS	 	0497	 	BURLINGAME AVENUE	 	1325 Burlingame Avenue	 	Burlingame	 	CA	 	94010
	ATS	 	0499	 	PENN SQUARE MALL	 	1901 Northwest Expressway Suite 1036	 	Oklahoma City	 	OK	 	73118
	ATS	 	0521	 	WEST TOWNE MALL	 	33 West Towne Mall	 	Madison	 	WI	 	53719
	ATS	 	0522	 	CAROLINA PLACE	 	11025 Carolina Parkway Space C-17	 	Pineville	 	NC	 	28134
	ATS	 	0524	 	OAK PARK MALL	 	11163 W. 95th Street	 	Overland Park	 	KS	 	66214
	ATS	 	0525	 	THE SUMMIT	 	225 Summit Boulevard Suite 400	 	Birmingham	 	AL	 	35243
	ATS	 	0526	 	DENVER PAVILIONS	 	500 16th Street Suite 222	 	Denver	 	CO	 	80202
	ATS	 	0527	 	PHIPPS PLAZA	 	3500 Peach Tree Road	 	Atlanta	 	GA	 	30326
	ATS	 	0528	 	CIELO VISTA MALL	 	8401 Gateway Blvd. West Room B-5A	 	El Paso	 	TX	 	79925
	ATS	 	0529	 	PACFIC PLACE	 	600 Pine Street	 	Seattle	 	WA	 	98101
	ATS	 	0530	 	KAHALA MALL	 	4211 Waialae Avenue Suite C-10	 	Honolulu	 	HI	 	96816
	ATS	 	0532	 	MALL @ GEORGIA	 	3333 Buford Drive	 	Buford	 	GA	 	30519
	ATS	 	0533	 	CHESTERFIELD MALL	 	291 Chesterfield Mall Space #752	 	Chesterfield	 	MO	 	63017
	ATS	 	0535	 	75th & 3rd	 	1320 Third Avenue	 	New York	 	NY	 	10021
	ATS	 	0537	 	PALOS VERDES	 	550 Deep Valley Drive	 	Rolling Hills Estate	 	CA	 	90274
	ATS	 	0538	 	MAC ARTHUR CENTER	 	300 Monticello Avenue Space #221	 	Norfolk	 	VA	 	23510
	ATS	 	0540	 	KINGSGATE CENTER	 	8201 Quaker Avenue	 	Lubbock	 	TX	 	79424
	ATS	 	0541	 	AVENUE@ EAST COBB	 	4475 Roswell Road	 	Marietta	 	GA	 	30062
	ATS	 	0542	 	FIG GARDEN VILLAGE	 	710 West Shaw Avenue	 	Fresno	 	CA	 	93704
	ATS	 	0543	 	ALA MOANA CENTER	 	1450 Ala Moana Blvd. #3063	 	Honolulu	 	HI	 	96814
	ATS	 	0544	 	CITRUS PARK TOWN CENTER	 	8054 Citrus Park Town Center	 	Tampa	 	FL	 	33625
	ATS	 	0545	 	TWELVE OAKS MALL	 	27412 Novi Road	 	Novi	 	MI	 	48377
	ATS	 	0546	 	BOISE TOWN SQUARE MALL	 	350 N. Milwaukee Box 1083 Space 1087	 	Boise	 	ID	 	83704
	ATS	 	0547	 	600 N MICHIGAN AVE	 	600 North Michigan Avenue	 	Chicago	 	IL	 	60611
	ATS	 	0548	 	EASTON TOWN CENTER	 	3938 Easton Square Place East	 	Columbus	 	OH	 	43219
	ATS	 	0549	 	SOUTH LAKE	 	1426 Main Street	 	Southlake	 	TX	 	76092
	ATS	 	0552	 	BROOK 35 PLAZA	 	2150 Route 35	 	Seagirt	 	NJ	 	08750
	ATS	 	0553	 	COURT @ KING OF PRUSSIA	 	444 Mall Blvd.	 	King of Prussia	 	PA	 	19406
	ATS	 	0554	 	MISSION VIEJO MALL	 	952 The Shops at Mission Viejo	 	Mission Viejo	 	CA	 	92691









													
	ATS	 	0555	 	WHITE FLINT	 	11301 Rockville Pike	 	Kensington	 	MD	 	20895
	ATS	 	0556	 	BEVERLY HILLS	 	406 North Beverly Drive	 	Beverly Hills	 	CA	 	90210
	ATS	 	0557	 	MAZZA GALLERIE	 	5300 Wisconsin Avenue	 	Washington	 	DC	 	20015
	ATS	 	0559	 	CITY PLACE	 	701 S Rosemary Ave Suite 140	 	West Palm Beach	 	FL	 	33401
	ATS	 	0560	 	THE VENETIAN	 	3377 Las Vegas Blvd. South #2080	 	Las Vegas	 	NV	 	89109
	ATS	 	0561	 	RENAISSANCE PLACE	 	1849 Greenbay Road Suite #105	 	Highland Park	 	IL	 	60035
	ATS	 	0562	 	MALL OF AMERICA	 	60 East Broadway Suite 218	 	Bloomington	 	MN	 	55425
	ATS	 	0563	 	PLAZA LAS AMERICAS	 	525 F.D. Roosevelt Avenue Space #544	 	Hato Rey	 	PR	 	00918
	ATS	 	0564	 	STONEBRIAR	 	2601 Preston Road Space #2174	 	Frisco	 	TX	 	75034
	ATS	 	0565	 	ROOKWOOD COMMONS	 	2671 Edmondson Road Building G	 	Hyde Park	 	OH	 	45209
	ATS	 	0566	 	FLATIRON CROSSING	 	1 West Flatiron Circle Space #1056	 	Broomfield	 	CO	 	80021
	ATS	 	0567	 	AVENTURA MALL	 	19501 Biscayne Blvd Space #547	 	Miami	 	FL	 	33180
	ATS	 	0568	 	DEER PARK TOWN CENTER	 	20530 North Rand Road Space #314	 	Deer Park	 	IL	 	60010
	ATS	 	0572	 	GALLERIA AT ROSEVILLE	 	1151 Harding Blvd Space #126	 	Roseville	 	CA	 	95678
	ATS	 	0573	 	WESTSIDE PAVILLION	 	10800 West Pico Blvd Space #150	 	Los Angeles	 	CA	 	90064
	ATS	 	0574	 	PROMENADE AT SAGEMORE	 	500 Route 73 South Space #A4	 	Marlton	 	NJ	 	08053
	ATS	 	0575	 	STONESTOWN GALLERIA	 	3251-20th Avenue Space 164	 	San Francisco	 	CA	 	94132
	ATS	 	0576	 	RIDGMAR	 	2268 Green Oaks Road Space #J3	 	Fort Worth	 	TX	 	76116
	ATS	 	0577	 	CHERRY CREEK	 	3000 East 1st Avenue Suite #249	 	Denver	 	CO	 	80206
	ATS	 	0578	 	CASA PALOMA	 	7131 West Ray Road Suite 20	 	Chandler	 	AZ	 	85226
	ATS	 	0579	 	CHAMPIONS VILLAGE	 	5470 FM 1960 West	 	Houston	 	TX	 	77069
	ATS	 	0580	 	RIVER OAKS CENTER	 	1987 West Grey	 	Houston	 	TX	 	77019
	ATS	 	0581	 	BAY WALK	 	183 2nd Avenue North Space #B100	 	St. Petersburg	 	FL	 	33701
	ATS	 	0582	 	CAMERON VILLAGE	 	446 Daniels Street Space #1-66	 	Raleigh	 	NC	 	27605
	ATS	 	0584	 	LAKESIDE MALL	 	3301 Veterans Memorial	 	Metarie	 	LA	 	70002
	ATS	 	0585	 	ARDEN FAIR	 	1689 Arden Way	 	Sacramento	 	CA	 	95815
	ATS	 	0586	 	ASPEN GROVE	 	7301 South Sante Fe Drive Suite 410	 	Litteton	 	CO	 	80120
	ATS	 	0587	 	CHRISTIANA MALL	 	715 Christiana Mall Space # 264	 	Newark	 	DE	 	19702
	ATS	 	0591	 	MEADOWBROOK VILLAGE	 	340 North Adams Road Space #G340	 	Rochester Hills	 	MI	 	48309
	ATS	 	0592	 	MONTGOMERY VILLAGE	 	2400 Sonoma Avenue Space	 	Santa Rosa	 	CA	 	95405
	ATS	 	0594	 	WELLINGTON GREEN	 	10300 W. Forest Hill Blvd	 	Wellington	 	FL	 	33414
	ATS	 	0595	 	WILLOWBEND MALL	 	6121 West Park Blvd Space # B208	 	Plano	 	TX	 	75093
	ATS	 	0596	 	ROSS PARK	 	1000 Ross Park Mall Drive Space #D09 & #D10	 	Pittsburgh	 	PA	 	15237
	ATS	 	0597	 	CHERRY HILL	 	2000 Route 38 Space #1850	 	Cherry Hill	 	NJ	 	08002
	ATS	 	0598	 	CROSSGATES MALL	 	1 Crossgates Mall Space #D219	 	Albany	 	NY	 	12203
	ATS	 	0599	 	330 MADISON AVE	 	330 Madison Avenue	 	New York	 	NY	 	10017
	ATS	 	0603	 	ACADIANA MALL	 	5725 Johnston Street Space # C173 & C175	 	Lafayette	 	LA	 	70503
	ATS	 	0604	 	LONG MEADOW SHOPS	 	694 Bliss Road	 	Longmeadow	 	MA	 	01106
	ATS	 	0606	 	GLEN EAGLE SQUARE	 	539-541 Wilmington and Westchester Pike	 	Glen Mills	 	PA	 	19342
	ATS	 	0607	 	THE SUMMIT @ LOUSIVILLE	 	4206 Summit Plaza Drive Space #B2	 	Louisville	 	KY	 	40241
	ATS	 	0608	 	TAMPA INTERNATIONAL PLAZA	 	2223 North West Shore Blvd Space #261 & #262	 	Tampa	 	FL	 	33607
	.COM	 	0611	 	AT.COM-BOLINGBROOK	 	605 Crossroads Parkway	 	Bolingbrook	 	IL	 	60440
	.COM	 	0612	 	LOFT.COM	 	605 Crossroads Parkway	 	Bolingbrook	 	IL	 	60440
	.COM	 	0619	 	AT.COM RETAIL RETURNS	 	605 W. Crossroads Parkway	 	Bolingbrook	 	IL	 	60440
	ATS	 	0622	 	EASTCHASE TOWN CENTER	 	7248 Eastchase Parkway Space D-145	 	Montgomery	 	AL	 	36117
	ATS	 	0624	 	GENEVA TOWN CENTER	 	402 Commons Drive Space #2140	 	Geneva	 	IL	 	60134
	ATS	 	0629	 	PARKWAY PLACE	 	2801 Memorial Parkway South Space #188	 	Huntsville	 	AL	 	35801
	ATS	 	0630	 	RAMPART COMMONS	 	1013 South Rampart Blvd.	 	Las Vegas	 	NV	 	89145
	ATS	 	0634	 	THE STREETS AT SOUTHPOINT	 	6910 Fayetteville Road Suite 126	 	Durham	 	NC	 	27713
	ATS	 	0635	 	MALL @ MILLENIA	 	4200 Conroy Road Suite #135	 	Orlando	 	FL	 	32839
	ATS	 	0636	 	VILLAGE AT MERRICK PARK	 	350 Avenue San Lorenzo Suite 2135	 	Coral Gables	 	FL	 	33146
	ATS	 	0639	 	1140 CONNECTICUT AVENUE	 	1140 Connecticut Avenue	 	Washington	 	DC	 	20036
	ATL	 	0654	 	MEMORIAL CITY	 	303 Memorial City Suite #718	 	Houston	 	TX	 	77024
	ATL	 	0655	 	FASHION SHOW	 	3200 Las Vegas Blvd Space #2020	 	Las Vegas	 	NV	 	89109
	ATL	 	0656	 	MONROEVILLE MALL	 	Rt.22 Space #219	 	Monroeville	 	PA	 	15146
	ATL	 	0657	 	PLAZA LAS AMERICAS	 	525 F.D. Roosevelt Avenue Space #191	 	Hato Rey	 	PR	 	00918
	ATL	 	0658	 	AVENTURA MALL	 	19575 Biscayne Blvd Space #1181	 	Miami	 	FL	 	33180
	ATL	 	0659	 	BRIDGEHAMPTON COMMONS	 	2044 Montauk Highway Bldg #3 Suite #40	 	Bridgehampton	 	NY	 	11932
	ATL	 	0660	 	ATRIUM MALL AT CHESTNUT HILL	 	300 Boylston Street Space #A102A	 	Chestnut Hill	 	MA	 	02467
	ATL	 	0661	 	TRIANGLE TOWN CENTER	 	5959 Triangle Town Blvd Suite #2041	 	Raleigh	 	NC	 	27616
	ATL	 	0663	 	WEST COUNTY MALL	 	44 West County Center Suite #1120	 	Des Peres	 	MO	 	63131
	ATL	 	0664	 	DULLES TOWN CENTER	 	21100 Dulles Town Circle Space #107	 	Dulles	 	VA	 	20166
	ATL	 	0665	 	BOULEVARD MALL	 	730 Alberta Drive Space #725 & #729	 	Amherst	 	NY	 	14226
	ATL	 	0666	 	RIVER FOREST TOWN CTR	 	7331 Lake Street Space #2	 	River Forest	 	IL	 	60305
	ATL	 	0667	 	BIRKDALE VILLAGE	 	16745 Birkdale Commons Parkway Space Bldg 8D	 	Huntersville	 	NC	 	28078
	ATL	 	0669	 	EDISON MALL	 	4125 Cleveland Avenue Space #1320	 	Ft. Myers	 	FL	 	33901
	ATL	 	0671	 	LAKESIDE SHOPPING CENTER	 	3301 Veterans Memorial Blvd Suite 134	 	Metairie	 	LA	 	70002
	ATL	 	0672	 	THE GARDENS MALL	 	3101 PGA Blvd. Space # A117	 	Palm Beach Gardens	 	FL	 	33410
	ATL	 	0673	 	CARY TOWN CENTER	 	1105 Walnut Street Suite E4440	 	Cary	 	NC	 	27511
	ATL	 	0674	 	PLAZA ESCUELA	 	1251 South Main Street	 	Walnut Creek	 	CA	 	94596
	ATL	 	0676	 	VALLEY VIEW MALL	 	4802 Valley View Road Space #LE215 & 217	 	Roanoke	 	VA	 	24012
	ATL	 	0677	 	PRUDENTIAL CENTER	 	800 Boyleston Street Space #11	 	Boston	 	MA	 	02199
	ATL	 	0679	 	MARKETPLACE MALL	 	431 Miracle Drive Space #B-8 & B 14	 	Rochester	 	NY	 	14623
	ATL	 	0683	 	2 BROADWAY @ BEAVER ST	 	2 Broadway	 	New York	 	NY	 	10004









													
	ATL	 	0685	 	STREETS OF SOUTHPOINT	 	6910 Fayetteville Road Suite 144	 	Durham	 	NC	 	27713
	ATL	 	0687	 	SOUTHBURY GREEN	 	775 South Main Street	 	Southbury	 	CT	 	06488
	ATL	 	0690	 	PROMENADE @ TEMECULA	 	40820 Winchester Road Suite 2720	 	Temecula	 	CA	 	92591
	ATL	 	0691	 	SHOPS AT KILLDEER	 	20505 North Rand Road Suite 210	 	Kildeer	 	IL	 	60047
	ATL	 	0695	 	MANHATTAN VILLAGE	 	3200 Sepulveda Blvd. Space #C-8	 	Manhattan Beach	 	CA	 	90266
	ATF	 	0700	 	FRANKLIN MILLS	 	1556 Franklin Mills BL	 	Philadelphia	 	PA	 	19154
	ATF	 	0705	 	POTOMAC MILLS	 	2700 Potomac Mills Circle Suite 933	 	Prince William	 	VA	 	22192
	ATF	 	0708	 	GULF COAST	 	5201 Factory Shops Blvd.	 	Ellenton	 	FL	 	34222
	ATF	 	0709	 	WOODBURY COMMONS	 	113 Marigold Court	 	Central Valley	 	NY	 	10917
	ATF	 	0710	 	CASTLE ROCK	 	5050 Factory Shops Blvd.	 	Castlerock	 	CO	 	80104
	ATF	 	0715	 	GILROY	 	681 Leavesley Road Suite 10	 	Gilroy	 	CA	 	95020
	ATF	 	0717	 	CITADEL	 	100 Citadel Drive, Suite 114	 	Commerce	 	CA	 	90040
	ATF	 	0719	 	GROVE CITY	 	I-79 And Route 208 Suite 350	 	Grove City	 	PA	 	16127
	ATF	 	0722	 	VERO BEACH	 	1850 94th Drive Space 160	 	Vero Beach	 	FL	 	32966
	ATF	 	0723	 	RIVERHEAD	 	Tanger Drive Suite 512	 	Riverhead	 	NY	 	11901
	ATF	 	0727	 	AURORA FARMS	 	549 S. Chillicothe Road Suite 400	 	Aurora	 	OH	 	44202
	ATF	 	0730	 	MICHIGAN CTY LIGHTHOUSE	 	601 Wabash Street Suite 1301	 	Michigan City	 	IN	 	46360
	ATF	 	0732	 	DESERT HILLS CABAZON	 	48400 Seminole Drive Suite 500	 	Cabazon	 	CA	 	92230
	ATL	 	0734	 	CROSSINGS SMITHFIELD	 	371 Putnam Pike space 400	 	Smithfield	 	RI	 	02917
	ATF	 	0735	 	TANNERSVILLE	 	1000 Route 611 Suite H1-95, Bldg. H	 	Tannersville	 	PA	 	18372
	ATL	 	0736	 	CONGRESSIONAL PLAZA	 	1637 Rockville Pike Space #17	 	Rockville	 	MD	 	20852
	ATF	 	0737	 	REHOBOTH BEACH	 	4565 Highway 1 Space 103	 	Rehoboth Beach	 	DE	 	19971
	ATF	 	0739	 	NAPA	 	681 Factory Store Drive	 	Napa	 	CA	 	94558
	ATF	 	0740	 	MARINA SQ SAN LEANDRO	 	1221 Marina Boulevard	 	San Leandro	 	CA	 	94577
	ATF	 	0741	 	CAMARILLO	 	850 East Ventura Blvd. Space 738	 	Camarillo	 	CA	 	93010
	ATF	 	0744	 	SAWGRASS MILLS	 	12801 West Sunrise Blvd. Space 1027	 	Sunrise	 	FL	 	33323
	ATL	 	0745	 	1290 AVE OF THE AMERICAS	 	1290 Avenue of the Americas	 	New York	 	NY	 	10104
	ATL	 	0746	 	BIRCH STREET	 	210 West Birch Street Space #1	 	Brea	 	CA	 	92821
	ATL	 	0747	 	GREAT SOUTH BAY	 	855 West Montauk Highway Space B6	 	West Babylon	 	NY	 	11704
	ATL	 	0748	 	NOHO - 770 BROADWAY	 	770 Broadway	 	New York	 	NY	 	10003
	ATF	 	0749	 	ONTARIO MILLS	 	One Mills Circle Space 904&906	 	Ontario	 	CA	 	91764
	ATL	 	0750	 	THE SOURCE	 	1504 Old Country Road	 	Westbury	 	NY	 	11590
	ATL	 	0751	 	GRAPEVINE MILLS	 	3000 Grapevine Mills Parkway	 	Grapevine	 	TX	 	76051
	ATL	 	0752	 	LIVINGSTON MALL	 	112 Eisenhower Parkway	 	Livingston	 	NJ	 	07039
	ATL	 	0753	 	NEWPORT CENTER	 	30 Mall Drive West	 	Jersey City	 	NJ	 	07310
	ATL	 	0754	 	WOODBRIDGE CENTER	 	208 Woodbridge Center	 	Woodbridge	 	NJ	 	07095
	ATL	 	0755	 	ARIZONA MILLS	 	5000 Arizona Mills Circle	 	Tempe	 	AZ	 	85282
	ATL	 	0756	 	BAY TERRACE	 	2344 Bell Boulevard	 	Bayside	 	NY	 	11360
	ATL	 	0757	 	LYNNHAVEN MALL	 	701 Lynnhaven Parkway	 	Virginia Beach	 	VA	 	23452
	ATL	 	0758	 	GREENWOOD PARK	 	1251 US 31 North	 	Greenwood	 	IN	 	46142
	ATL	 	0759	 	CHEVY CHASE PAVILLION	 	5335 Winconsin Avenue NW Suite 104	 	Washington	 	DC	 	20015
	ATL	 	0760	 	CASTLETON SQUARE	 	6020 E. 82nd Street Space 110A	 	Indianapolis	 	IN	 	46250
	ATL	 	0761	 	OVEIDO MARKETPLACE	 	1257 Oveido Marketplace Blvd.	 	Oviedo	 	FL	 	32765
	ATL	 	0763	 	TYRONE SQUARE	 	6901 22nd Avenue North	 	St. Petersburg	 	FL	 	33710
	ATL	 	0764	 	COUNTRYSIDE MALL	 	27001 US Highway 19 North Suite 2058	 	Clearwater	 	FL	 	33761
	ATL	 	0765	 	MACON MALL	 	3661 Eisenhower Parkway	 	Macon	 	GA	 	31206
	ATL	 	0766	 	EASTLAND MALL	 	800 North Green River Road	 	Evansville	 	IN	 	47715
	ATL	 	0767	 	SHOPS@SUNSET	 	5701 Sunset Drive	 	South Miami	 	FL	 	33143
	ATL	 	0768	 	GREAT LAKES CROSSING	 	4054 Baldwin Road	 	Auburn Hills	 	MI	 	48326
	ATL	 	0769	 	CORAL SQUARE MALL	 	9541A West Atlantic Blvd.	 	Coral Springs	 	FL	 	33071
	ATL	 	0771	 	TUSTIN	 	2777 El Camino Real	 	Tustin	 	CA	 	92782
	ATL	 	0772	 	QUAKER BRIDGE MALL	 	120 Quakerbridge Mall	 	Lawrenceville	 	NJ	 	08648
	ATL	 	0773	 	MERIDEN SQUARE	 	470 Lewis Avenue	 	Meriden	 	CT	 	06451
	ATL	 	0774	 	SANTA ROSA PLAZA	 	2007 Santa Rosa Plaza	 	Santa Rosa	 	CA	 	95401
	ATF	 	0775	 	THE BLOCK @ ORANGE	 	20 City Blvd, West Suite 125	 	Orange	 	CA	 	92868
	ATL	 	0776	 	COLLIN CREEK	 	811 North Central Parkway	 	Plano	 	TX	 	75075
	ATL	 	0777	 	NORTHRIDGE FASHION CENTER	 	9301 Tampa Avenue	 	Northridge	 	CA	 	91324
	ATL	 	0778	 	MONTCLAIR PLAZA	 	2066 Montclair Plaza Lane	 	Montclair	 	CA	 	91763
	ATL	 	0779	 	BOYTON BEACH MALL	 	801 North Congress Avenue	 	Boyton Beach	 	FL	 	33426
	ATL	 	0780	 	CRYSTAL MALL	 	850 Hartford Turnpike	 	Waterford	 	CT	 	06385
	ATL	 	0781	 	GREEN ACRES MALL	 	1115 Green Acres Mall	 	Valley Stream	 	NY	 	11581
	ATL	 	0782	 	KINGS PLAZA	 	5325 Kings Plaza Shopping Ctr.	 	Brooklyn	 	NY	 	11234
	ATL	 	0783	 	HAMILTON SQUARE	 	4403 Black Horse Pike	 	Mays Landing	 	NJ	 	08330
	ATL	 	0784	 	42nd & LEXINGTON	 	150 East 42nd Street	 	New York	 	NY	 	10017
	ATL	 	0786	 	PEACHTREE	 	3507 Manchester Expressway	 	Columbus	 	GA	 	31909
	ATL	 	0787	 	3rd AVE @ 69th ST	 	1155 Third Avenue	 	New York	 	NY	 	10021
	ATL	 	0788	 	WHITE PLAINS GALLERIA	 	100 Main Street	 	White Plains	 	NY	 	10601
	ATL	 	0789	 	CONCORD MILLS	 	8111 Concord Mills Blvd. Space 254	 	Concord	 	NC	 	28027
	ATL	 	0791	 	VISTA RIDGE	 	2401 Stemons Freeway	 	Lewisville	 	TX	 	75067
	ATL	 	0793	 	MIAMI INTERNATIONAL	 	1455 NW 107th Avenue	 	Miami	 	FL	 	33172
	ATL	 	0794	 	VINTAGE OAKS	 	208 Vintage Way #K-4, 5, 7	 	Novato	 	CA	 	94945
	ATL	 	0795	 	DOGWOOD FESTIVAL MKTPLACE	 	130 Dogwood Blvd. Space #F6	 	Flowood	 	MS	 	39232
	ATL	 	0801	 	PLAZA DEL SOL	 	725 West Main Avenue Suite #1605	 	Bayamon	 	PR	 	00961
	ATL	 	0803	 	MISSION VALLEY CENTER	 	1640 Camino Del Rio North Space 218 & 226	 	San Diego	 	CA	 	92108









													
	ATL	 	0804	 	PARAMUS PARK	 	700 Paramus Park	 	Paramus	 	NJ	 	07652
	ATF	 	0805	 	JERSEY GARDENS	 	651 Kapkowski Road	 	Elizabeth	 	NJ	 	07201
	ATL	 	0806	 	BURLINGTON TOWN CENTER	 	49 Church Street Space # 1059	 	Burlington	 	VT	 	05401
	ATL	 	0807	 	KATY MILLS	 	5000 Katy Mills Circle	 	Katy	 	TX	 	77494
	ATL	 	0808	 	EXTON SQUARE	 	100 Exton Square	 	Exton	 	PA	 	19341
	ATL	 	0809	 	PACIFIC VIEW VENTURA	 	3301 East Main Street Space #1385	 	Ventura	 	CA	 	93003
	ATL	 	0810	 	SOUTH SHORE MALL	 	1701 Sunrise Highway	 	Bayshore	 	NY	 	11706
	ATL	 	0811	 	PARK CITY MALL	 	142 Park City Center	 	Lancaster	 	PA	 	17601
	ATL	 	0812	 	84th & 3rd	 	1492 Third Avenue	 	New York	 	NY	 	10028
	ATL	 	0813	 	ARROWHEAD TOWN CENTER	 	7700 West Arrowhead Towne Ctr Space #1220	 	Glendale	 	AZ	 	85301
	ATL	 	0814	 	DESERT PASSAGE	 	3667 Las Vegas Blvd Space #H-39, #H-40	 	Las Vegas	 	NV	 	89109
	ATL	 	0815	 	PEMBROKE LAKES MALL	 	11401 Pines Blvd	 	Pembroke Pines	 	FL	 	33026
	ATL	 	0816	 	CLEMATIS STREET	 	218 Clematis Street	 	West Palm Beach	 	FL	 	33401
	ATL	 	0817	 	DEPTFORD MALL	 	1750 Deptford Center Road Space 2A-1 & 2B-1	 	Deptford	 	NJ	 	08096
	ATL	 	0818	 	EMERALD SQUARE MALL	 	999 S. Washington Street Space W-237 (2nd Level)	 	N. Attleboro	 	MA	 	02760
	ATL	 	0819	 	PARK PLACE MALL	 	5870 East Broadway Blvd Space #222	 	Tucson	 	AZ	 	85710
	ATL	 	0820	 	ARLINGTON TOWN SQUARE	 	23 South Evergreen Avenue Space C-6	 	Arlington Heights	 	IL	 	60005
	ATL	 	0821	 	AVENUE @ WHITE MARSH	 	8125 Honeygo Blvd Space #'s 2G & 2H	 	Baltimore	 	MD	 	21236
	ATL	 	0822	 	SPRINGFIELD MALL	 	1250 Baltimore Pike	 	Springfield	 	PA	 	19064
	ATL	 	0823	 	STREETS OF WOODFIELD	 	601 N. Martingdale Road	 	Schaumburg	 	IL	 	60173
	ATL	 	0824	 	GALLERIA @ TYLER	 	1299 Galleria at Tyler Space # E-3	 	Riverside	 	CA	 	92503
	ATL	 	0825	 	FRIENDLY CENTER	 	629 Friendly Center Road	 	Greensboro	 	NC	 	27410
	ATL	 	0826	 	MT PLEASANT TOWNE CENTER	 	1221 Belk Drive	 	Mount Pleasant	 	SC	 	29464
	ATL	 	0827	 	CAPE COD MALL	 	Route 132 Lyannough Road Space #S-165	 	Hyannis	 	MA	 	02601
	ATL	 	0828	 	TACOMA MALL	 	4502 South Steele Street Space 646	 	Tacoma	 	WA	 	98409
	ATL	 	0829	 	LLOYD CENTER	 	1021 Lloyd Center	 	Portland	 	OR	 	97232
	ATL	 	0830	 	VALLEY RIVER CENTER	 	208 Valley River Center Space E10 & E12	 	Eugene	 	OR	 	97401
	ATL	 	0831	 	WESTMINSTER MALL	 	1025 Westminster Mall Space #1033	 	Westminster	 	CA	 	92683
	ATL	 	0833	 	OPRY MILLS	 	231 Opry Mills Drive Space #231	 	Nashville	 	TN	 	37214
	ATL	 	0834	 	52nd & MADISON	 	488 Madison Avenue	 	New York	 	NY	 	10022
	ATL	 	0835	 	LANDMARK MALL	 	5801 Duke Street Space #C226	 	Alexandria	 	VA	 	22304
	ATL	 	0836	 	QUARRY CROSSING	 	7322 Jones Maltsberger Suite #110	 	San Antonio	 	TX	 	78209
	ATL	 	0837	 	WEST VILLAGE	 	3699 McKinney Avenue Space #316	 	Dallas	 	TX	 	75204
	ATL	 	0839	 	NORTHGATE SHOPPING	 	410 Northeast Northgateway Way Space #729	 	Seattle	 	WA	 	98125
	ATL	 	0840	 	BAY STREET	 	5652 Bay Street Space #5652	 	Emeryville	 	CA	 	94608
	ATL	 	0841	 	33 N. LASALLE STREET	 	33 North LaSalle Street	 	Chicago	 	IL	 	60603
	ATL	 	0842	 	PLAZA CAMINO REAL	 	2525 El Camino Real Space #257	 	Carlsbad	 	CA	 	92008
	ATL	 	0843	 	MID RIVERS MALL	 	2264 Mid Rivers Mall	 	St. Peters	 	MO	 	63376
	ATL	 	0845	 	CHESTERFIELD TOWN CTR	 	11500 Midlothian Turnpike	 	Richmond	 	VA	 	23235
	ATL	 	0846	 	MARINA MARKETPLACE	 	13455 Maxella Avenue Space #136	 	Marina Del Rey	 	CA	 	90292
	ATL	 	0847	 	FAIRFIELD CENTRE	 	1499 Post Road Space #1-F	 	Fairfield	 	CT	 	06430
	ATL	 	0848	 	HULEN MALL	 	4800 S. Hulen Street	 	Fort Worth	 	TX	 	76132
	ATL	 	0849	 	VILLAGE @ FLATIRON	 	1 West Flatiron Circle Space #416	 	Broomfield	 	CO	 	80021
	ATL	 	0851	 	CORTE MADERA TOWN CTR	 	100 Corte Madera Town Center Space #325	 	Corte Madera	 	CA	 	94925
	ATL	 	0852	 	35 WEST 34th STREET	 	35 West 34th Street	 	New York	 	NY	 	10001
	ATL	 	0853	 	CLACKAMUS TOWN CENTER	 	12000 SE 82nd Avenue Suite 1072	 	Portland	 	OR	 	97266
	ATL	 	0855	 	GRESHAM STATION	 	881 Northwest 12th Street Bldg A-5	 	Gresham	 	OR	 	97030
	ATL	 	0856	 	LA PLAZA MALL	 	2200 South 10th Street	 	McAllen	 	TX	 	78503
	ATL	 	0857	 	PREMIER CENTER	 	3414 Highway 190 Suite #12	 	Mandeville	 	LA	 	70471
	ATL	 	0858	 	STREETS OF MAYFAIR	 	2911 Grand Avenue Space # 406	 	Coconut Grove	 	FL	 	33133
	ATL	 	0860	 	BROOKWOOD VILLAGE	 	603 Brookwood Village #105	 	Birmingham	 	AL	 	35209
	ATL	 	0861	 	TRI COUNTY MALL	 	11700 Princeton Pike Space #D-14 & D-15	 	Cinncinnati	 	OH	 	45246
	ATL	 	0862	 	KIERLAND COMMONS	 	15211 North Kierland Blvd	 	Scottsdale	 	AZ	 	85254
	ATL	 	0863	 	MAPLEWOOD MALL	 	1072 Maplewood Mall Space #1034	 	St. Paul	 	MN	 	55109
	ATL	 	0864	 	ARUNDEL MILLS	 	7600 Clarks Road Space #464	 	Hanover	 	MD	 	21076
	ATL	 	0865	 	CONCORD MALL	 	4737 Concord Pike Spaces #210 & #220	 	Wilmington	 	DE	 	19803
	ATL	 	0866	 	70-31 AUSTIN STREET	 	70-31 Austin Street	 	Queens	 	NY	 	11375
	ATL	 	0867	 	FOOTHILLS FASHION	 	215 East Fashion Parkway Space #B13	 	Fort Collins	 	CO	 	80525
	ATL	 	0868	 	951 16TH STREET	 	951 16th Street Space #100	 	Denver	 	CO	 	80202
	ATL	 	0869	 	YORKTOWN CENTER	 	203 Yorktown Shopping Ctr Space #261 & #262	 	Lombard	 	IL	 	60148
	ATL	 	0870	 	BROOKFIELD SQUARE	 	95 North Moorland Road #A17 / Space #C-16	 	Brookfield	 	WI	 	53005
	ATL	 	0871	 	OAK COURT MALL	 	4465 Poplar Avenue Space #2310A	 	Memphis	 	TN	 	38117
	ATL	 	0873	 	MONTGOMERY MALL	 	103 Montgomery Mall Space #'s J6 & J7	 	North Wales	 	PA	 	19454
	ATL	 	0874	 	OAKRIDGE MALL	 	925 Blossom Hill Road Space #U1B	 	San Jose	 	CA	 	95123
	ATL	 	0875	 	ORLANDO FASHION SQUARE	 	3201 E Colonial Drive	 	Orlando	 	FL	 	32803
	ATL	 	0876	 	MALL OF ST MATTHEWS	 	5000 Shelbyville Road Space #1370	 	Louisville	 	KY	 	40207
	ATL	 	0877	 	GREAT NORTHERN	 	188 Great Northern Mall	 	Cleveland	 	OH	 	44070
	ATL	 	0878	 	MOCKINGBIRD STATION	 	5307 E Mockingbird Lane	 	Dallas	 	TX	 	75206
	ATL	 	0879	 	MAYFAIR SHOPPING CENTER	 	170B East Jericho Turnpike	 	Commack	 	NY	 	11725
	ATL	 	0880	 	SOUTH COAST PLAZA	 	3333 Bear Street Space #344	 	Costa Mesa	 	CA	 	92626
	ATL	 	0881	 	UNION STATION	 	1332 Sixth Avenue Union & Sixth	 	Seattle	 	WA	 	98101
	ATL	 	0882	 	PENTAGON ROW	 	1201 South Joyce Street Space #B28	 	Arlington	 	VA	 	22202
	ATL	 	0884	 	FOX RUN	 	50 Fox Run Road #128 Space #G6	 	Newington	 	NH	 	03801
	ATL	 	0885	 	NORTH BRIDGE	 	520 North Michigan Avenue Space #226 & 228	 	Chicago	 	IL	 	60611









													
	ATL	 	0886	 	UPTOWN PARK	 	1141 Uptown Park Blvd Suite #10	 	Houston	 	TX	 	77056
	ATL	 	0887	 	FLORENCE MALL	 	1034 Florence Mall Space #1034	 	Florence	 	KY	 	41042
	ATL	 	0888	 	ORLAND SQUARE MALL	 	104 Orland Square Space #A-02A	 	Orland Park	 	IL	 	60462
	ATL	 	0890	 	MIZNER PARK	 	449 Plaza Real	 	Boca Raton	 	FL	 	33432
	ATL	 	0891	 	LINCOLN ROAD	 	1036 Lincoln Road Space #1036	 	Miami	 	FL	 	33139
	ATL	 	0892	 	AVENUE @ PEACHTREE	 	216 City Circle Space #440	 	Peachtree	 	GA	 	30269
	ATL	 	0893	 	115 S. OLD WOODWARD	 	101 South Old Woodward Space # 110 & # 115	 	Birmingham	 	MI	 	48009
	ATL	 	0894	 	MARKET COMMON CLARENDON	 	2700 Clarendon Blvd Suite 14	 	Arlington	 	VA	 	22201
	ATL	 	0895	 	EDEN PRAIRIE CENTER	 	1018 Eden Prairie Center Space #1134	 	Eden Prairie	 	MN	 	55344
	ATL	 	0897	 	HOLLYWOOD & HIGHLAND	 	#N/A	 	#N/A	 	#N/A	 	#N/A
	ATL	 	0939	 	INDEPENDENCE MALL	 	3500 Oleander Drive Space #1084	 	Wilmington	 	NC	 	28403
	ATL	 	0941	 	PASEO COLORADO	 	326 East Colorado Blvd Space # B109A + B109B	 	Pasadena	 	CA	 	91101
	ATL	 	0944	 	SHOPPES @ BRINTON LAKE	 	929 Baltimore Pike Bldg E 400	 	Glen Mills	 	PA	 	19342
	ATL	 	0945	 	THE GATEWAY	 	56 Rio Grande Street Suite #1084	 	Salt Lake City	 	UT	 	84101
	ATL	 	0947	 	THE WATERFRONT	 	126 West Bridge Street Space #B11	 	Homestead	 	PA	 	15120
	ATL	 	0949	 	MALL OF AMERICA	 	184 North Garden Street	 	Bloomington	 	MN	 	55425
	ATL	 	0951	 	THE ESPLANADE	 	1401 West Esplanade Avenue Space # 324	 	Kenner	 	LA	 	70065
	ATL	 	0952	 	SUGARHOUSE COMMONS	 	2100 South & Highland Drive	 	Salt Lake City	 	UT	 	84106
	ATL	 	0954	 	WINTER PARK	 	438 N. Orlando Avenue Bldg J	 	Winter Park	 	FL	 	32789
	ATL	 	0955	 	BOWIE TOWN CENTER	 	3701A Evergreen Pkwy	 	Bowie	 	MD	 	20716
	ATL	 	0956	 	GARDEN CITY SHOPPING CENTER	 	83 Hillside Road Space #20	 	Cranston	 	RI	 	02920
	ATL	 	0957	 	MALL @ BARNES CROSSING	 	1001 Barnes Crossing Road Spaces #726, 728 & 729	 	Tupelo	 	MS	 	38801
	ATL	 	0958	 	MALL AT STONECREST	 	2929 Turner Hill Road Space #2770	 	Lithonia	 	GA	 	30038
	ATL	 	0960	 	SANDS SHOPPING CENTER	 	3575 Long Beach Road Space #3J & 3K	 	Oceanside	 	NY	 	11572
	ATL	 	0961	 	SOUTH HILLS VILLAGE	 	301 South Hills Village Space #1135	 	Pittsburgh	 	PA	 	15241
	ATL	 	0962	 	THE MALL AT ROBINSON	 	100 Robinson Drive Space #1850	 	Pittsburgh	 	PA	 	15205
	ATL	 	0963	 	THE FORUM AT PEACHTREE	 	5145 Peachtree Parkway Suite 410	 	Atlanta (Norcross)	 	GA	 	30092
	ATL	 	0964	 	NORTHPOINTE VILLAGE	 	7300 Northpointe Parkway Suite #106	 	Alpharetta	 	GA	 	30022
	ATL	 	0965	 	COLUMBIANA CENTRE	 	100 Columbiana Circle Space # 1328 & # 1324	 	Columbia	 	SC	 	29212
	ATL	 	0966	 	WESTWOOD VILLAGE	 	1038 Westwood Blvd	 	Los Angeles	 	CA	 	90024
	ATL	 	0967	 	ARBOR LAKES	 	7881 Main Street North Bldg 13	 	Maple Grove	 	MN	 	55369
	ATL	 	0969	 	DUPONT CIRCLE	 	1611 Connecticut Avenue	 	Washington	 	DC	 	20009
	ATL	 	0970	 	KENDALL VILLAGE	 	8717 Southwest 124th Avenue	 	Miami	 	FL	 	33183
	ATL	 	0971	 	LINCOLN SQUARE	 	326 Lincoln Square	 	Arlington	 	TX	 	76011
	ATL	 	0972	 	SHOPS AT DEERFIELD	 	720 Waukegan Road Unit H & I	 	Deerfield	 	IL	 	60015
	ATL	 	0973	 	SHOPS AT LIBERTY PLACE	 	1625 Chestnut Street Space #234	 	Philadelphia	 	PA	 	19103
	ATL	 	0975	 	THE VILLAGE SHOPS	 	95 Washington Street	 	Canton	 	MA	 	02021
	ATL	 	0976	 	111 WEST MONROE	 	111 West Monroe	 	Chicago	 	IL	 	60603
	ATL	 	0977	 	JEFFERSON POINTE	 	4120 West Jefferson Blvd Suite # 5	 	Ft Wayne	 	IN	 	46804
	ATL	 	0978	 	3265 M STREET	 	3265 M Street NW	 	Washington	 	DC	 	20007
	ATL	 	0981	 	HAMBURG VILLAGE	 	2308 Sir Barton Way	 	Lexington	 	KY	 	40509
	ATL	 	0982	 	CAMBRIDGE CROSSING	 	4100-4090 Dearborne Circle, Sp # 123, 124 & 125	 	Mt Laurel	 	NJ	 	08054
	ATL	 	0984	 	CREEKSIDE TOWN CTR	 	1208 Galleria Blvd Suite 100	 	Roseville	 	CA	 	95678
	ATL	 	0985	 	EASTWOOD TOWN CENTER	 	3301 Preyde Blvd Space #H5	 	Lake Lansing	 	MI	 	48912
	ATL	 	0986	 	CHANDLER FASHION CENTER	 	3499 West Chandler Blvd Suite 1016	 	Chandler	 	AZ	 	85226
	ATL	 	0988	 	RIVERWALK	 	1 Poydras Street Space #46	 	New Orleans	 	LA	 	70130
	ATL	 	0992	 	246 SUTTER STREET	 	246 Sutter Street	 	San Francisco	 	CA	 	94108
	ATL	 	0993	 	SOHO - 560 BROADWAY	 	560 Broadway	 	New York	 	NY	 	10012
	ATL	 	0994	 	BARRACKS ROAD	 	1117 Emmet St. N Space #19E	 	Charlottesville	 	VA	 	22903
	ATL	 	0995	 	POLARIS FASHION PLACE	 	1500 Polaris Parkway Space #1086	 	Columbus	 	OH	 	43240
	ATS	 	1000	 	TYSON'S CORNER	 	8061L Tysons Corner Center Space #J7L	 	McLean	 	VA	 	22102
	ATS	 	1001	 	SOUTH COAST PLAZA	 	3333 Bristol Street Suite #2018	 	Costa Mesa	 	CA	 	92626
	ATS	 	1002	 	BRIARGATE	 	1925 Briargate Parkway Space #A125	 	Colorado Springs	 	CO	 	80920
	ATS	 	1003	 	SHOPPES AT ENGLISH VILLAGE	 	1460 Bethlehem Pike Suite J	 	North Wales	 	PA	 	19454
	ATS	 	1004	 	SHORT PUMP TOWN CENTER	 	11800 West Broad Street Suite #2124	 	Richmond	 	VA	 	23233
	ATS	 	1005	 	STONY POINT FASHION PARK	 	9200 Stony Point Parkway Space #113	 	Richmond	 	VA	 	23235
	ATS	 	1006	 	CROCKER PARK	 	145 Main Street Space #1050	 	Westlake	 	OH	 	44145
	ATS	 	1008	 	DERBY STREET SHOPPES	 	98 Derby Street Suite 417	 	Hingham	 	MA	 	02043
	ATS	 	1009	 	MAYFAIR TOWN CENTER	 	6851 Main Street Bldg F	 	Wilmington	 	NC	 	28403
	ATS	 	1011	 	THE MALL AT SHORT HILLS	 	Rt. 24 and Kennedy Parkway Space #153	 	Short Hills	 	NJ	 	07078
	ATS	 	1012	 	SHOPS @ ARBOR LAKE	 	12265 Elm Creek Blvd Space #B12	 	Maple Grove	 	MN	 	55369
	ATS	 	1013	 	LA ENCANTADA	 	2905 East Skyline Drive Space #1024	 	Tucson	 	AZ	 	85718
	ATS	 	1016	 	FANEUIL HALL	 	South Market Building Space #2170	 	Boston	 	MA	 	02109
	ATS	 	1017	 	NEW CANAAN	 	59 Elm Street	 	New Canaan	 	CT	 	06840
	ATS	 	1018	 	TOWSON TOWN CENTER	 	825 Dulaney Valley Road Space #4135, 4140 & 4145	 	Towson	 	MD	 	21204
	ATS	 	1019	 	VILLAGE OF CROSS KEYS	 	88 Village Square Space #1470	 	Baltimore	 	MD	 	21210
	ATS	 	1020	 	HIGHLAND VILLAGE	 	4001 Westheimer Space #4051	 	Houston	 	TX	 	77027
	ATS	 	1022	 	THE WESTCHESTER	 	125 Westchester Ave Space #2860A	 	White Plains	 	NY	 	10601
	ATS	 	1023	 	MASHPEE COMMONS	 	34 Steeple Street	 	Mashpee	 	MA	 	02649
	ATS	 	1024	 	SHOPS AT LA CANTERA	 	15900 LaCantera Parkway Bldg. 2 Suite #2240	 	San Antonio	 	TX	 	78256
	ATS	 	1025	 	SHOPPES AT FARMINGTON VALLEY	 	110 Albany Turnpike Suite 909	 	Canton	 	CT	 	06019
	ATS	 	1026	 	71-09 AUSTIN STREET	 	71-09 Austin Street	 	Forest Hills	 	NY	 	11375
	ATS	 	1029	 	ALAMO QUARRY CROSSING	 	255 East Basse Suite 905	 	San Antonio	 	TX	 	78209
	ATS	 	1030	 	LA PLAZA MALL	 	2200 South 10th Street Space #F-14A	 	McAllen	 	TX	 	78503









													
	ATS	 	1031	 	GARDEN STATE PLAZA	 	Garden State Rt. 4 & 17 Space #1125	 	Paramus	 	NJ	 	07652
	ATS	 	1032	 	COUNTRY CLUB PLAZA	 	309 Nichols Road	 	Kansas City	 	MO	 	64112
	ATL	 	1033	 	555 BROADWAY	 	#N/A	 	#N/A	 	#N/A	 	#N/A
	ATS	 	1035	 	ALGONQUIN COMMONS	 	1948 South Randall Road Space #4080	 	Algonquin	 	IL	 	60102
	ATS	 	1036	 	NORTHPARK CENTER	 	8687 North Central Expressway Suite #1912	 	Dallas	 	TX	 	75225
	ATS	 	1040	 	GALLERIA@FT LAUDERDALE	 	2338 East Sunrise Blvd. Space #C4-2206	 	Fort Lauderdale	 	FL	 	33304
	ATS	 	1042	 	ORLANDO PARK CROSSING	 	14215 LaGrange Road Space 116	 	Orland Park	 	IL	 	60462
	ATS	 	1043	 	NORTHLAKE MALL	 	6801 Northlake Mall Drive Suite #233	 	Charlotte	 	NC	 	28216
	ATS	 	1044	 	ST JOHN'S TOWN CENTER	 	4711 River City Drive Suite 101	 	Jacksonville	 	FL	 	32246
	ATS	 	1045	 	THE VININGS JUBILEE	 	4300 Paces Ferry Road Suite #474	 	Atlanta	 	GA	 	30339
	ATS	 	1046	 	JORDAN CREEK TOWN CENTER	 	101 Jordan Creek Parkway Space #11080	 	West Des Moines	 	IA	 	50266
	ATS	 	1047	 	CARRIAGE CROSSING	 	4630 Merchants Park Circle Space #717	 	Collierville	 	TN	 	38017
	ATS	 	1048	 	TOWN CNTR ATLANTIC STATION	 	1380 Atlantic Drive Suite #14125	 	Atlanta	 	GA	 	30363
	ATS	 	1050	 	GLENDALE GALLERIA RELO	 	1108 Glendale Galleria Space #G-4	 	Glendale	 	CA	 	91210
	ATS	 	1051	 	WATERSIDE SHOPS@PELICAN BAY	 	5495 Tamiami Trail North Suite 5	 	Naples	 	FL	 	34108
	ATS	 	1053	 	THE GATEWAY	 	10 South Rio Grande Street Suite A	 	Salt Lake City	 	UT	 	84101
	ATS	 	1054	 	WEST COUNTY MALL	 	130 West County Center Space #2127	 	St. Louis	 	MO	 	63131
	ATS	 	1055	 	HAMILTON PLACE	 	2100 Hamilton Place Blvd. Space #230	 	Chattanooga	 	TN	 	37421
	ATS	 	1057	 	STONERIDGE MALL	 	1128 Stoneridge Mall	 	Pleasanton	 	CA	 	94588
	ATS	 	1059	 	PARK PLAZA RELO	 	6000 West Markham Street Space #2154	 	Little Rock	 	AR	 	72205
	ATS	 	1060	 	WALDEN GALLERIA	 	2000 Walden Avenue Space G-107	 	Buffalo	 	NY	 	14225
	ATS	 	1061	 	RIDGEDALE CENTER	 	12401 Wayzata Blvd. Space #2275	 	Minnetonka	 	MN	 	55305
	ATS	 	1062	 	FIRST COLONY MALL	 	16535 Southwest Freeway Space #1000	 	Sugarland	 	TX	 	77479
	ATS	 	1063	 	THE STREETS OF CHESTER	 	280 Streets of Chester Route 206 South	 	Chester	 	NJ	 	07930
	ATS	 	1064	 	EASTVIEW MALL	 	129 Eastview Mall Space F-10	 	Victor	 	NY	 	14564
	ATS	 	1066	 	THE AVENUE AT WEST COBB	 	3625 Dallas Highway Space #800	 	Marietta	 	GA	 	30064
	ATS	 	1072	 	LEHIGH VALLEY MALL	 	938 Lehigh Valley Mall Lifestyle Ctr. / Space #1220	 	Whitehall	 	PA	 	18052
	ATS	 	1073	 	OTAY RANCH TOWN CENTER	 	2016 Birch Road Space #305	 	Chula Vista	 	CA	 	91915
	ATS	 	1074	 	THE AVENUE WEBB GIN	 	1350 Scenic Highway Suite 304	 	Lawrenceville	 	GA	 	30045
	ATS	 	1075	 	PIER AT CAESARS	 	One Atlantic Ocean Suite #BR-230	 	Atlantic City	 	NJ	 	08401
	ATS	 	1076	 	THE SHOPS AT FRIENDLY CENTER	 	3334 West Friendly Avenue Space #101	 	Greensboro	 	NC	 	27410
	ATS	 	1077	 	41 SOUTH MOGER AVENUE	 	41 South Moger Avenue	 	Mt. Kisko	 	NY	 	10549
	ATS	 	1078	 	VILLAGE POINTE	 	17250 Davenport Street Space #C-102	 	Omaha	 	NE	 	68118
	ATS	 	1079	 	EASTVIEW MALL	 	3101 PGA Blvd. Space #H-205	 	Palm Beach Gardens	 	FL	 	33410
	ATS	 	1080	 	FASHION SHOW	 	3200 Las Vegas Blvd. S Space #1195	 	Las Vegas	 	NV	 	89109
	ATS	 	1081	 	AMERICANA MANHASSET	 	1990 Northern Blvd.	 	Manhasset	 	NY	 	11030
	ATS	 	1082	 	KENWOOD TOWN CENTER	 	7875 Montgomery Road Space R005	 	Cincinnati	 	OH	 	45236
	ATS	 	1083	 	WATER TOWER PLACE	 	845 North Michigan Ave Space #4075	 	Chicago	 	IL	 	60611
	ATS	 	1084	 	PARTRIDGE CREEK FASHION PARK	 	17360 Hall Road Space #189	 	Clinton Township	 	MI	 	48038
	ATS	 	1085	 	THE SHOPS AT HIGHLAND VILLAGE	 	4141 Waller Creek Bldg Q Space #140	 	Highland Village	 	TX	 	75077
	ATS	 	1086	 	600 FIFTH AVENUE	 	600 5th Avenue	 	New York	 	NY	 	10020
	ATS	 	1089	 	SHERMAN OAKS	 	14006 Riverside Drive Space #272	 	Sherman Oaks	 	CA	 	91423
	ATS	 	1092	 	PROVIDENCE PLACE	 	17 Providence Place Space #3190	 	Providence	 	RI	 	02903
	ATS	 	1093	 	355 RIVERCHASE GALLERIA	 	2000 Riverchase Drive Space #105	 	Birmingham	 	AL	 	35244
	ATS	 	1094	 	358 NORTHBROOK COURT	 	1252 Northbrook Court	 	Northbrook	 	IL	 	60062
	ATS	 	1095	 	44 BRATTLE STREET	 	44 Brattle Street	 	Cambridge	 	MA	 	02138
	ATS	 	1096	 	BLUE BLACK SQUARE	 	91 Memorial Road Space #D50	 	West Hartford	 	CT	 	06107
	ATS	 	1097	 	THE FORUM ON PEACHTREE PARKWAY	 	5145 Peachtree Pkwy Space #455	 	Norcross	 	GA	 	30092
	ATS	 	1099	 	THE SUMMIT SIERRA	 	13925 S.Virginia Street Suite #242	 	Reno	 	NV	 	89511
	ATS	 	1101	 	AUGUSTA MALL	 	3450 Wrightboro Rd. Space #230	 	Augusta	 	GA	 	30909
	ATS	 	1103	 	STATEN ISLAND MALL	 	2655 Richmond Ave. Space 2585	 	Staten Island	 	NY	 	10314
	ATS	 	1104	 	ABQ UPTOWN	 	2261 Q Street NE Space #2E	 	Albuquerque	 	NM	 	87110
	ATS	 	1106	 	HILL COUNTRY GALLERIA	 	12821 Hill Country Blvd Suite #C2-110	 	Bee Cave	 	TX	 	78738
	ATS	 	1107	 	UPPER WESTSIDE	 	2015-7 Broadway	 	New York	 	NY	 	10023
	ATS	 	1109	 	POLARIS FASHION PLACE	 	1500 Polaris Parkway Space #1046	 	Columbus	 	OH	 	43240
	ATS	 	1110	 	THE SHOPS AT RIVER PARK	 	7825 Via del Rio Space #560	 	Fresno	 	CA	 	93720
	ATS	 	1111	 	WILLOWBROOK MALL	 	7925 FM 1960 W. Space #1096	 	Houston	 	TX	 	77070
	ATS	 	1112	 	SAN TAN VILLAGE	 	2218 East Williams Field Road Suite #111	 	Gilbert	 	AZ	 	85296
	ATS	 	1113	 	BLAKENEY SHOPPING CENTER	 	9816 rea Road Suite E	 	Charlotte	 	NC	 	28277
	ATS	 	1114	 	BURR RIDGE VILLAGE CENTER	 	770 Village Center Drive	 	Burr Ridge	 	IL	 	60527
	ATS	 	1115	 	FREEHOLD RACEWAY	 	3710 Rt. 9 Space L-208	 	Freehold	 	NJ	 	07728
	ATF	 	1200	 	COLORADO MILLS	 	14500 West Colfax Ave Ste 179	 	Lakewood	 	CO	 	80401
	ATF	 	1201	 	SILVER SANDS-DESTIN	 	10406 Emerald Coast Parkway Space #76 & 78	 	Destin	 	FL	 	32550
	ATF	 	1202	 	LAS VEGAS PREMIUM OUTLETS	 	605 South Grand Central Parkwy Space #1201	 	Las Vegas	 	NV	 	89106
	ATF	 	1203	 	CHICAGO PREMIUM OUTLETS	 	1650 Premium Outlets Blvd. Space #423	 	Aurora	 	IL	 	60502
	ATF	 	1204	 	NORTH GEORGIA PREMIUM OUTLET	 	800 Highway 400 South Suite #150	 	Dawsonville	 	GA	 	30534
	ATF	 	1205	 	FACTORY STORES AT VACAVILLE	 	228 Nut Tree Road Space #228	 	Vacaville	 	CA	 	95687
	ATF	 	1206	 	PRIME OUTLETS AT PLEASANT PRAIRIE	 	11211 120th Avenue Suite #41	 	Pleasant Prairie	 	WI	 	53158
	ATF	 	1207	 	HUNTLEY	 	11800 Factory Shops Blvd. Space #700	 	Huntley	 	IL	 	60142
	ATF	 	1208	 	MYRTLE BEACH	 	10843 Kings Road Suite #602	 	Myrtle Beach	 	SC	 	29572
	ATF	 	1209	 	MIROMAR/NAPLES	 	10801 Corkscrew Road Suite #374	 	Naples (Estero)	 	FL	 	33928
	ATF	 	1210	 	SEATTLE PREMIUM	 	10600 Quil Ceda Blvd. Space #0602	 	Tulalip (Snohomish)	 	WA	 	98271
	ATF	 	1211	 	LEESBURG	 	241 Fort Evans Road NE Suite #210	 	Leesburg	 	VA	 	20176
	ATF	 	1212	 	ALLEN PREMIUM	 	820 West Stacy Road Space #300	 	Allen	 	TX	 	75013









													
	ATF	 	1213	 	WATERLOO	 	655 Route 318 Space #B059	 	Waterloo	 	NY	 	13165
	ATF	 	1226	 	BIRCH RUN	 	8825 Marketplace Drive Suite #F375	 	Birch Run	 	MI	 	48415
	ATF	 	1227	 	LAS VEGAS FASHION	 	32100 Las Vegas Blvd. South Space #454	 	Primm	 	NV	 	89019
	ATF	 	1228	 	GAFFNEY	 	400 Factory Shops Blvd. Space #400	 	Gaffney	 	SC	 	29341
	ATF	 	1229	 	HAGERSTOWN	 	610 Prime Outlets Blvd.	 	Hagerstown	 	MD	 	21740
	ATF	 	1230	 	JEFFERSONVILLE	 	8300 Factory Shops Blvd. Space #300	 	Jeffersonville	 	OH	 	43128
	ATF	 	1231	 	SHOPS@LAS AMERICAS	 	4155 Camino De La Plaza Space #428	 	San Diego	 	CA	 	92101
	ATF	 	1232	 	LEBANON	 	One Outlet Village Blvd. Space #400	 	Lebanon	 	TN	 	37090
	ATF	 	1233	 	WILLIAMSBURG	 	5699-44A Richmond Road Space #A016A	 	Williamsburg	 	VA	 	23188
	ATF	 	1234	 	SAN MARCOS	 	3939 Interstate Highway 35 Space #810	 	San Marcos	 	TX	 	78666
	ATF	 	1235	 	FOLEY	 	2601 South McKenzie Street Space #W3	 	Foley	 	AL	 	36535
	ATF	 	1236	 	LEGENDS AT VILLAGE WEST	 	1803 Village West Parkway Space #M127	 	Kansas City	 	KS	 	66111
	ATF	 	1237	 	PARK CITY	 	6699 North Landmark Drive Space #C110 & C115	 	Park City	 	UT	 	84098
	ATF	 	1238	 	PHILADELPHIA PREMIUM OUTLETS	 	18 Lightcap Road Space #299	 	Pottstown	 	PA	 	19464
	ATF	 	1239	 	ORLANDO PREMIUM OUTLETS	 	8200 Vineland Avene Space #745	 	Orlando	 	FL	 	32821
	ATF	 	1240	 	ROUND ROCK PREMIUM OUTLETS	 	4401 North IH 35 Suite #1201	 	Round Rock	 	TX	 	78664
	ATF	 	1241	 	DOLPHIN MALL	 	11401 Northwest 12th Street Suite #379	 	Miami	 	FL	 	33172
	ATF	 	1242	 	TANGER OUTLETS AT CHARLESTON	 	4840 Tanger Outlet Blvd. Suite #1060	 	North Charleston	 	SC	 	29418
	ATF	 	1243	 	WRENTHAM PREMIUM	 	One Premium Outlets Blvd. Suite #339	 	Wrentham	 	MA	 	02093
	ATF	 	1244	 	SUPERMALL	 	1101 Supermall Way Space #230	 	Auburn	 	WA	 	98001
	ATF	 	1246	 	RIO GRANDE VALLEY PREMIUM OUTLETS	 	5001 East Expressway 83 Space #525	 	Mercedes	 	TX	 	78570
	ATF	 	1257	 	PRIME OUTLETS AT ORLANDO	 	4963 International Drive Unit 2C-01	 	Orlando	 	FL	 	32819
	ATF	 	1259	 	TANGER OUTLET AT GONZALES	 	2210 South Tanger Blvd. Suite #210	 	Gonzales	 	LA	 	70737
	ATF	 	1261	 	OUTLETS AT ANTHEM	 	4250 West Anthem Way Space 500	 	Anthem	 	AZ	 	85086
	ATF	 	1262	 	OUTLETS AT LOVELAND	 	5817 McWhinney Blvd. Space C50	 	Loveland	 	CO	 	80538
	ATF	 	1265	 	SUN VALLEY FACTORY STORES	 	7051 S.Desert Blvd. Space #D402	 	El Paso	 	TX	 	79932
	ATF	 	1270	 	OUTLETS AT SILVERTHORNE	 	125-A Stephens Way Space R300	 	Silverthorne	 	CO	 	80498
	ATF	 	1273	 	TANGER OUTLETS AT BRANSON	 	300 Tanger Blvd. Suite 109	 	Branson	 	MO	 	65616
	ATF	 	1274	 	TANGER OUTLETS AT LOCUST GROVE	 	1000 Tanger Drive Suite #410	 	Locust Grove	 	GA	 	30248
	ATF	 	1275	 	JOHNSON CREEK PREMIUM OUTLETS	 	575 West Linmar Lane Suite C-040	 	Johnson Creek	 	WI	 	53038
	ATF	 	1276	 	EDINBURGH PREMIUM OUTLETS	 	11622 NE Executive Dr. 3026 Outlet Drive Space #B-050	 	Edinburg	 	IN	 	46124
	ATF	 	1277	 	ALBERTVILLE PREMIUM OUTLETS	 	6415 Labeaux Avenue NE Space G080	 	Albertville	 	MN	 	55301
	ATF	 	1289	 	NIAGRA FALLS - TEMP SPACE	 	2022 Military Road Space #70	 	Niagara Falls	 	NY	 	14304
	ATL	 	1300	 	KING OF PRUSSIA	 	160 North Gulph Rd. Space #2106	 	King Of Prussia	 	PA	 	19406
	ATL	 	1301	 	SHOPS AT UNION HILL	 	3056 State Route 10 West Suite P	 	Denville	 	NJ	 	07834
	ATL	 	1302	 	BROOKSIDE SHOPS	 	149 Great Road	 	Acton	 	MA	 	01720
	ATL	 	1303	 	PLAZA AMERICA SHOPPING CENTER	 	11610 Plaza America Drive	 	Reston	 	VA	 	20190
	ATL	 	1304	 	CITYPLACE AT THE PROMENADE	 	31 City Place Space #A-6	 	Edgewater	 	NJ	 	07020
	ATL	 	1305	 	RIVERTOWN CIRCLE	 	3357 Century Center Street SW Bldg A	 	Grandville	 	MI	 	49418
	ATL	 	1306	 	THE TRAILS	 	260 North Nova Road Space #42	 	Ormond Beach	 	FL	 	32174
	ATL	 	1307	 	THE GALLERIA-HOUSTON	 	5135 West Alabama Street Suite #5370	 	Houston	 	TX	 	77056
	ATL	 	1308	 	CENTRAL PARK	 	1460 Central Park Blvd Suite 108	 	Fredericksburg	 	VA	 	22401
	ATL	 	1310	 	MAIN STREET	 	263-265 Main Street	 	Huntington	 	NY	 	11743
	ATL	 	1311	 	THE VININGS JUBILEE	 	4300 Paces Ferry Road Suite 600	 	Atlanta	 	GA	 	30339
	ATL	 	1312	 	STUYVESANT PLAZA	 	1475 Western Avenue	 	Albany	 	NY	 	12203
	ATL	 	1313	 	VILLAGE SQ AT DANA PARK	 	1854 South Val Vista Drive Suite 104 #AA12	 	Mesa	 	AZ	 	85204
	ATL	 	1314	 	BELLEVUE SQUARE	 	268 Bellevue Sq Space #268 & 270	 	Bellevue	 	WA	 	98004
	ATL	 	1315	 	DESTIN COMMONS	 	4130 Legendary Drive Space #A-104	 	Destin	 	FL	 	32541
	ATL	 	1316	 	FAIRFAX CORNER	 	11924 Grand Commons Ave Bldg H	 	Fairfax	 	VA	 	22030
	ATL	 	1317	 	SHORT PUMP TOWN CENTER	 	11800 West Broad Street Suite #1108	 	Richmond	 	VA	 	23233
	ATL	 	1319	 	W. UNIVERISITY TRUST BLDG	 	133 South 36th Street	 	Philadelphia	 	PA	 	19104
	ATL	 	1320	 	WESTSHORE PLAZA	 	250 Westshore Plaza	 	Tampa	 	FL	 	33609
	ATL	 	1322	 	THE MALL AT MILLENIA	 	4200 Conroy Road Space #H212	 	Orlando	 	FL	 	32839
	ATL	 	1323	 	BROWARD MALL	 	8000 West Broward Blvd Space #8000	 	Plantation	 	FL	 	33388
	ATL	 	1324	 	LANE AVENUE SHOPPING CENTER	 	1663 West Lane Avenue Space D-10	 	Upper Arlington	 	OH	 	43221
	ATL	 	1325	 	FANEUIL HALL	 	200 State Street Suite B8	 	Boston	 	MA	 	02109
	ATL	 	1326	 	BAYSHORE MALL	 	5707 N. Centerpark Way Space N-121	 	Glendale	 	WI	 	53217
	ATL	 	1329	 	LEGACY VILLAGE AT LYNDHURST	 	24683 Cedar Road Bldg G	 	Lyndhurst	 	OH	 	44124
	ATL	 	1330	 	BARRINGTON SHOPPING CENTER	 	180 County Road	 	Barrington	 	RI	 	02806
	ATL	 	1331	 	EASTON TOWN CENTER	 	4175 The Strand	 	Columbus	 	OH	 	43219
	ATL	 	1332	 	MAIN STREET PROMENADE	 	55 South Main Street Suite 119	 	Naperville	 	IL	 	60540
	ATL	 	1333	 	DEERFIELD TOWN CENTER	 	5445 Deerfield Blvd. #2070	 	Mason	 	OH	 	45040
	ATL	 	1335	 	DULANEY PLAZA	 	Dulaney Plaza 830 Dulaney Valley Road	 	Towson	 	MD	 	21204
	ATL	 	1336	 	NATICK MALL	 	1245 Worcester Street Space #2086	 	Natick	 	MA	 	01760
	ATL	 	1337	 	TOWN CENTER AT BOCA RATON	 	6000 West Glades Road Space #1041	 	Boca Raton	 	FL	 	33431
	ATL	 	1338	 	FLORIDA MALL	 	8001 South Orange Blossom Trai Unit 1314	 	Orlando	 	FL	 	32809
	ATL	 	1339	 	VENTURA BOULEVARD	 	12144 Ventura Boulevard	 	Studio City	 	CA	 	91604
	ATL	 	1340	 	WOODBURY PLAZA	 	417A South Oyster Bay Road	 	Plainview	 	NY	 	11803
	ATL	 	1341	 	EVERGREEN WALK	 	200 Evergreen Way Space #813	 	South Windsor	 	CT	 	06074
	ATL	 	1342	 	GREENWAY STATION	 	1621 Demingway Suite 110	 	Middleton	 	WI	 	53562
	ATL	 	1344	 	KINGWOOD COMMONS	 	870 Kingwood Drive Space #870	 	Kingwood	 	TX	 	77339
	ATL	 	1345	 	CORAL RIDGE MALL	 	1451 Coral Ridge Avenue Suite #230	 	Coralville	 	IA	 	52241
	ATL	 	1346	 	1845 NORTH CLAYBOURN AVENUE	 	1845 North Clybourn Avenue	 	Chicago	 	IL	 	60614
	ATL	 	1347	 	LAKESIDE MALL	 	14000 Lakeside Circle Space #1075	 	Sterling Heights	 	MI	 	48313









													
	ATL	 	1348	 	REGENCY COURT	 	120 Regency Parkway Space #159	 	Omaha	 	NE	 	68114
	ATL	 	1349	 	SCOTTSDALE FASHION SQUARE	 	7014-1016 East Camelback Road	 	Scottsdale	 	AZ	 	85251
	ATL	 	1351	 	PALISADES CENTER	 	2430 Palisades Center Drive Space #F202	 	West Nyack	 	NY	 	10994
	ATL	 	1354	 	THE CROSSROADS	 	6650 South Westnedge Ave Space #217	 	Portage	 	MI	 	49024
	ATL	 	1355	 	WALDEN GALLERIA	 	One Walden Galleria Drive Space #A108	 	Buffalo	 	NY	 	14225
	ATL	 	1356	 	AVENUE AT WEST COBB	 	3625 Dallas Highway Suite 520	 	Marietta	 	GA	 	30064
	ATL	 	1357	 	CITADEL MALL	 	2070 Sam Rittenburg Blvd Suite 436	 	Charleston	 	SC	 	29407
	ATL	 	1358	 	TYSON'S CORNER	 	7974A Tysons Corner Center	 	McLean	 	VA	 	22102
	ATL	 	1359	 	SHOPPINGTOWN MALL	 	3649 Erie Boulevard East	 	Dewitt	 	NY	 	13214
	ATL	 	1361	 	OAKBROOK CENTER	 	462 Oakbrook Center	 	Oak Brook	 	IL	 	60523
	ATL	 	1362	 	THE SHOPPES AT GRAND PRAIRIE	 	5201 West War Memorial Drive Space #545	 	Peoria	 	IL	 	61615
	ATL	 	1363	 	CHAPEL SQUARE	 	900 Chapel Street Suite 104	 	New Haven	 	CT	 	06510
	ATL	 	1364	 	DERBY STREET SHOPPES	 	94 Derby Street Suite 245	 	Hingham	 	MA	 	02043
	ATL	 	1365	 	SANTANA ROW	 	377 Santana Row Space #7110	 	San Jose	 	CA	 	95128
	ATL	 	1366	 	CONGRESS PARK CENTRE	 	315 Broadway Space #2A	 	Saratoga Springs	 	NY	 	12866
	ATL	 	1367	 	WESTVIEW PROMENADE	 	5263 Buckeystown Pike Building D	 	Frederick	 	MD	 	21704
	ATL	 	1368	 	THE PROMENADE ON PROVIDENCE	 	5341 Ballantyne Commons Parkwa Suite 600	 	Charlotte	 	NC	 	28277
	ATL	 	1370	 	JEFFERSON VALLEY MALL	 	650 Lee Blvd Space #K-09	 	Yorktown Heights	 	NY	 	10598
	ATL	 	1371	 	SOUTHPARK MALL	 	4400 Sharon Road Space #P16-8	 	Charlotte	 	NC	 	28211
	ATL	 	1372	 	CAMBRIDGESIDE GALLERIA	 	100 Cambridgeside Place Space #W-308	 	Cambridge	 	MA	 	02141
	ATL	 	1373	 	THE SOMERSET COLLECTION	 	2800 West Big Beaver Road Suite M158	 	Troy	 	MI	 	48084
	ATL	 	1374	 	THE LOOP	 	90 Pleasant Valley Street Unit 300	 	Methuen	 	MA	 	01844
	ATL	 	1375	 	THE GLEN TOWN CENTER	 	1941 Tower Drive Space #E-4	 	Glenview	 	IL	 	60026
	ATL	 	1376	 	HAWTHORN CENTER	 	320 Hawthorne Center	 	Vernon Hills	 	IL	 	60061
	ATL	 	1377	 	CRYSTAL COVE PROMENADE	 	7871 East Coast Highway Space #A-105	 	Newport Beach	 	CA	 	92657
	ATL	 	1378	 	COLONIAL PROMENADE BEECHWOOD	 	196 Alps Road Suite 41	 	Athens	 	GA	 	30606
	ATL	 	1382	 	LENOX SQUARE	 	3393 Peachtree Road NE Suite #4053	 	Atlanta	 	GA	 	30326
	ATL	 	1383	 	POUGHKEEPSIE GALLERIA	 	2001 South Road Space #D-103	 	Poughkeepsie	 	NY	 	12601
	ATL	 	1385	 	FRESNO FASHION FAIR	 	645 East Shaw Avenue Space #F1B & F1C	 	Fresno	 	CA	 	93710
	ATL	 	1386	 	CHERRY CREEK MALL	 	3000 East First Ave Space #1103	 	Denver	 	CO	 	80206
	ATL	 	1387	 	CHAPEL HILL	 	4601 West Freeway Suite #550	 	Ft Worth	 	TX	 	76107
	ATL	 	1388	 	COASTAL GRAND	 	2000 Coastal Grand Circle Space #405	 	Myrtle Beach	 	SC	 	29577
	ATL	 	1389	 	PLAZA DEL CARIBE	 	2050 Ponce Bypass Space #264-265	 	Ponce	 	PR	 	00717
	ATL	 	1390	 	VICTORIA GARDENS	 	12456 South Main Street Space #1520	 	Rancho Cucamonga	 	CA	 	91739
	ATL	 	1391	 	ZONA ROSA	 	7307 NW 86th Terrace Space #138	 	Kansas City	 	MO	 	64153
	ATL	 	1392	 	SHOPPES AT SUSQUEHANNA MKTPLACE	 	2575 Brindle Drive Space #L	 	Harrisburg	 	PA	 	17110
	ATL	 	1393	 	SUGARLAND TOWN SQUARE	 	16195 City Walk Street	 	Sugar Land (Houston)	 	TX	 	77479
	ATL	 	1394	 	SHOPS AT GREEN VALLEY RANCH	 	2235 Villiage Walk Drive Suite 163	 	Henderson	 	NV	 	89052
	ATL	 	1395	 	CLAY TERRACE	 	14360 Clay Terrace Blvd Suite #120	 	Carmel	 	IN	 	46032
	ATL	 	1396	 	THRUWAY SHOPPING CENTER	 	416 South Stratford Road Suite 700	 	Winston-Salem	 	NC	 	27103
	ATL	 	1397	 	EASTERN SHORE TOWN CENTER	 	30500 State Highway 181 Space #208	 	Spanish Fort(Mobile)	 	AL	 	36527
	ATL	 	1398	 	TOWN CENTER AT JORDAN	 	101 74th Street Space #11140	 	West Des Moines	 	IA	 	50266
	ATL	 	1399	 	1107 BOSTON POST ROAD	 	1075 Boston Post Road	 	Darien	 	CT	 	06820
	ATL	 	1403	 	FIRST AND MAIN	 	81 First Street Building F	 	Hudson	 	OH	 	44236
	ATL	 	1404	 	MAINE MALL	 	364 Maine Mall Rd Space #E105A	 	South Portland	 	ME	 	04106
	ATL	 	1405	 	WEST FARMS MALL	 	500 Westfarms Space B-201	 	Farmington	 	CT	 	06032
	ATL	 	1406	 	TOWN CENTER AT LEWIS COMMONS	 	2190 Levis Commons Blvd Space #1130	 	Perrysburg	 	OH	 	43551
	ATL	 	1407	 	WOODLAND MALL AT WOODLANDS	 	1201 Lake Woodland Drive Space #3020	 	The Woodlands	 	TX	 	77380
	ATL	 	1409	 	CARRIAGE CROSSING	 	4610 Merchants Park Circle Suite 535	 	Collierville	 	TN	 	38017
	ATL	 	1410	 	MALL AT GREEN HILLS	 	2126 Abbot Martin Road Space #182	 	Nashville	 	TN	 	37215
	ATL	 	1411	 	CHARLESTON TOWN CENTER	 	1100 Charleston Town Center Space #1100	 	Charleston	 	WV	 	25389
	ATL	 	1413	 	THE FALLS	 	888 Southwest 136th Street Space #393	 	Miami	 	FL	 	33176
	ATL	 	1415	 	SHOPS AT BLACKSTONE VALLEY	 	70 Worcester Providence Tpk. Suite 609	 	Millbury	 	MA	 	01527
	ATL	 	1416	 	VALLEY FAIR-WESTFIELD	 	2855 Stevens Creek Blvd Space #A3	 	Santa Clara	 	CA	 	95050
	ATL	 	1417	 	BATTLEFIELD MALL	 	2825 South Glenstone Road Space #F-19	 	Springfield	 	MO	 	65804
	ATL	 	1419	 	SOUTHCENTER WESTFIELD SHOPPINGTOWN	 	719 Southcenter Blvd.	 	Tukwila (Seattle)	 	WA	 	98188
	ATL	 	1420	 	THOROUGHBRED VILLAGE	 	545 Cool Springs Blvd. Space #D-4	 	Franklin	 	TN	 	37067
	ATL	 	1421	 	VALENCIA TOWN CENTER	 	24201 Valencia Boulevard Suite #145	 	Valencia	 	CA	 	91355
	ATL	 	1422	 	INWOOD VILLAGE	 	5550 West Lovers Lane Suite 148	 	Dallas	 	TX	 	75209
	ATL	 	1423	 	FREEHOLD RACEWAY	 	3710 Route 9 Space #D-218	 	Freehold	 	NJ	 	07728
	ATL	 	1424	 	CAROUSEL CENTER	 	One Carousel Center Drive Space #A-202	 	Syracuse	 	NY	 	13290
	ATL	 	1425	 	STATEN ISLAND MALL	 	2655 Richmond Avenue Space #1255	 	Staten Island	 	NY	 	10314
	ATL	 	1426	 	SHOPS AT LA CANTERA	 	15900 LaCantera Parkway Bldg. 6 Suite #6600	 	San Antonio	 	TX	 	78256
	ATL	 	1427	 	GARDEN STATE PLAZA	 	Intersection Rt. 4 & 17 Space 1149 and part of 1159	 	Paramus	 	NJ	 	07652
	ATL	 	1428	 	BROOK 35 PLAZA	 	2157 Highway 35 Suite 2	 	Sea Girt	 	NJ	 	08750
	ATL	 	1429	 	COLUMBIA MALL	 	2300 Bernadette Drive Suite #104	 	Columbia	 	MO	 	65203
	ATL	 	1430	 	BODO SHOPPING CENTER	 	370 South 8th Street	 	Boise	 	ID	 	83702
	ATL	 	1431	 	ALGONQUIN COMMONS	 	1968 South Randall Road Space #4030	 	Algonquin	 	IL	 	60102
	ATL	 	1432	 	FORUM AT CARLSBAD	 	1923 Calle Barcelona Building 3 Suite 140	 	Carlsbad	 	CA	 	92009
	ATL	 	1433	 	GARDENS AT EL PASEO	 	73-585 El Paseo Space E 1508	 	Palm Desert	 	CA	 	92260
	ATL	 	1434	 	GALLERY PLACE	 	707 Seventh Street NW Space #102 & 104	 	Washington	 	DC	 	20001
	ATL	 	1435	 	BELDEN VILLAGE	 	4155 Belden Village Mall Space #B24	 	Canton	 	OH	 	44718
	ATL	 	1436	 	BELMAR	 	370 South Teller Street Space #3B1-R22	 	Lakewood	 	CO	 	80226
	ATL	 	1438	 	WESTMORELAND MALL	 	Route 30 East Space #NU3	 	Greensburg	 	PA	 	15601









													
	ATL	 	1439	 	TOWN CENTER OF VIRGINA BEACH	 	221 Central Park Avenue	 	Virginia Beach	 	VA	 	23462
	ATL	 	1441	 	SHOPPES AT FARMINGTON VALLEY	 	110 Albany Turnpike Suite 600	 	Canton	 	CT	 	06019
	ATL	 	1442	 	THE VILLAGE AT SANDHILL	 	470-9 Town Center Place	 	Columbia	 	SC	 	29229
	ATL	 	1443	 	KENWOOD TOWNE CENTRE	 	7875 Montgomery Road Space #3107	 	Cincinnati	 	OH	 	45236
	ATL	 	1444	 	THE AVENUE VIERA	 	2261 Town Center Avenue Suite #101	 	Melbourne	 	FL	 	32940
	ATL	 	1446	 	125 MONTAGUE STREET	 	125 Montague Street	 	Brooklyn	 	NY	 	11201
	ATL	 	1447	 	BOULEVARD AT CAPITAL CENTER	 	900 M Capital Center Blvd. Space #D106	 	Largo (Landover)	 	MD	 	20774
	ATL	 	1448	 	DOWNTOWN SILVER SPRING	 	922 Ellsworth Drive Space #B2	 	Silver Spring	 	MD	 	20910
	ATL	 	1449	 	HOLYOKE MALL	 	50 Holyoke Street Space #E262	 	Holyoke(Springfield)	 	MA	 	01040
	ATL	 	1450	 	BURNSVILLE CENTER	 	2067 Burnsville Center	 	Burnsville	 	MN	 	55306
	ATL	 	1451	 	HOWELL COMMONS	 	4741 Route 9 North Space #2574	 	Howell	 	NJ	 	07731
	ATL	 	1452	 	STONYBROOK VILLAGE	 	79 & 81 Main Street	 	Stony Brook	 	NY	 	11790
	ATL	 	1454	 	SPRING CREEK PLAZA	 	1494 South Bryant Avenue Building A	 	Edmond	 	OK	 	73034
	ATL	 	1455	 	TWELVE OAKS MALL	 	27234 Novi Road Space #A-122	 	Novi	 	MI	 	48377
	ATL	 	1456	 	PERIMETER MALL	 	4400 Ashford Dunwoody Road Space #1042	 	Atlanta	 	GA	 	30346
	ATL	 	1457	 	BRIDGEPORT VILLAGE	 	7209 Southwest Bridgeport Road Space # F102	 	Tigard	 	OR	 	97224
	ATL	 	1458	 	LEAWOOD TOWN CENTER	 	5017 West 117th Street Space #3230	 	Leawood	 	KS	 	66211
	ATL	 	1459	 	INDEPENDENCE CENTER	 	18813 East 39th Street Space #L21	 	Kansas City	 	MO	 	64057
	ATL	 	1460	 	ALDERWOOD MALL	 	3000 184th Street Space #982	 	Lynnwood	 	WA	 	98037
	ATL	 	1461	 	CAPITOLA MALL	 	1855 41st Street Space #D4 & D5	 	Capitola	 	CA	 	95010
	ATL	 	1462	 	DEL MONTE CENTER	 	230 Del Monte Center Suite 2-2	 	Monterey	 	CA	 	93940
	ATL	 	1463	 	EASTVIEW	 	129 Eastview Mall Space #E5	 	Victor	 	NY	 	14564
	ATL	 	1464	 	VILLAGE POINTE	 	17151 Davenport Street Suite #M-111	 	Omaha	 	NE	 	68118
	ATL	 	1466	 	PAOLI SHOPPING CENTER	 	82 East Lancaster Avenue Space A-2	 	Paoli	 	PA	 	19301
	ATL	 	1467	 	OLD ORCHARD CENTER	 	374 Old Orchard Center Suite #M8	 	Skokie	 	IL	 	60077
	ATL	 	1468	 	CHERRYVALE MALL	 	7200 Harrison Avenue Space #53A	 	Rockford	 	IL	 	61112
	ATL	 	1469	 	GENEVA COMMONS	 	114 Commons Drive Space #1020	 	Geneva	 	IL	 	60134
	ATL	 	1470	 	WELLINGTON GREEN	 	10300 West Forest Hill Blvd. Space #271A	 	Wellington	 	FL	 	33414
	ATL	 	1471	 	SHOPS AT WILLOW BEND	 	6121 West Park Blvd. Space #C-209	 	Plano	 	TX	 	75093
	ATL	 	1472	 	EASTCHESTER SHOPPING CENTER	 	703 White Plains Road	 	Scarsdale	 	NY	 	10583
	ATL	 	1473	 	ULSTER CROSSING	 	1159 Ulster Avenue	 	Kingston	 	NY	 	12401
	ATL	 	1474	 	COUNTRY CLUB PLAZA	 	235 West 47th Street	 	Kansas City	 	MO	 	64112
	ATL	 	1475	 	THE MALL AT SHORT HILLS	 	1200 Morris Turnpike Space #D-215	 	Short Hills	 	NJ	 	07078
	ATL	 	1476	 	CITY CENTER AT OYSTER POINT	 	702 Mariner's Row Suite 106	 	Newport News	 	VA	 	23606
	ATL	 	1477	 	17 MAIN STREET	 	17 Main Street	 	Westport	 	CT	 	06880
	ATL	 	1478	 	WOODBURY LAKES CENTER	 	9120 Hudson Street Suite 303	 	Woodbury	 	MN	 	55125
	ATL	 	1479	 	WASHINGTONIAN CENTER	 	29 Grand Corner Avenue	 	Gaithersburg	 	MD	 	20878
	ATL	 	1480	 	NORTHSHORE MALL	 	Northshore Mall 210 Andover St. Space #W185	 	Peabody	 	MA	 	01960
	ATL	 	1481	 	HAMILTON CORNER	 	2115 Gunbarrel Road Space #3	 	Chattanoga	 	TN	 	37421
	ATL	 	1482	 	AVENUE @EAST COBB	 	4475 Roswell Road Suite #850	 	Marietta	 	GA	 	30062
	ATL	 	1483	 	ANNAPOLIS HARBOUR CENTER	 	2522A Solomons Island Road Space E-4	 	Annapolis	 	MD	 	21401
	ATL	 	1484	 	1484 BEACHCLIFF MARKET SQUARE	 	19360 Detroit Road Space #A-102	 	Rocky River(Cleveld)	 	OH	 	44116
	ATL	 	1485	 	BELLEMEADE	 	6535 Youree Drive Suite 201	 	Shreveport	 	LA	 	71105
	ATL	 	1486	 	THE SUMMIT SIERRA	 	13945 South Virginia Street Suite #620	 	Reno	 	NV	 	89511
	ATL	 	1487	 	Midtowne	 	201 North University Ave Suite #230	 	Little Rock	 	AR	 	72205
	ATL	 	1488	 	SHOPS AT CENTERRA	 	5855 Sky Pond Drive Suite #F615	 	Loveland	 	CO	 	80538
	ATL	 	1490	 	THE PINNACLE AT TURKEY CREEK	 	11285 Parkside Drive	 	Knoxville	 	TN	 	37934
	ATL	 	1491	 	NORTH TOWNE PLAZA	 	5901 North Wyoming Blvd. Suite A	 	Albuquerque	 	NM	 	87109
	ATL	 	1492	 	The Shops at Dos Lagos	 	2795 Cabot Drive Suite #6145	 	Corona	 	CA	 	92883
	ATL	 	1493	 	WHEATON PLAZA	 	11160 Veirs Mill Road Suite 113	 	Wheaton	 	MD	 	20902
	ATL	 	1494	 	GALLERIA@FT LAUDERDALE	 	2378 East Sunrise Blvd. Space # A15-2012	 	Fort Lauderdale	 	FL	 	33304
	ATL	 	1495	 	BRIDGEWATER COMMONS	 	610 Commons Way Space #4340	 	Bridgewater	 	NJ	 	08807
	ATL	 	1496	 	CRABTREE VALLEY	 	4325 Glenwood Avenue Space #1001	 	Raleigh	 	NC	 	27612
	ATL	 	1497	 	CHERRY HILL	 	2000 Route 38 Suite #1250	 	Cherry Hill	 	NJ	 	08002
	ATL	 	1498	 	OXFORD VALLEY MALL	 	2300 East Lincoln Highway Space #250	 	Langhorne	 	PA	 	19047
	ATL	 	1499	 	HUNT VALLEY	 	118 Shawan Road Suite A	 	Hunt Valley	 	MD	 	21030
	ATL	 	1500	 	NORTHPARK CENTER	 	1236 North Central Expressway Space #H1-1612	 	Dallas	 	TX	 	75225
	ATL	 	1501	 	IRVINE SPECTRUM CENTER	 	93 Fortune Drive Space #605	 	Irvine	 	CA	 	92618
	ATL	 	1502	 	NORTHLAKE MALLL	 	6801 Northlake Mall Drive Space #127	 	Charlotte	 	NC	 	28216
	ATL	 	1503	 	PIONEER PLACE	 	340 SW Morrison Space 1420	 	Portland	 	OR	 	97204
	ATL	 	1504	 	SIMI VALLEY TOWN CENTER	 	1555 Simi Town Center Way Space #190	 	Simi Valley	 	CA	 	93065
	ATL	 	1505	 	ST JOHN'S TOWN CENTER	 	4751 River City Drive Suite 107	 	Jacksonville	 	FL	 	32246
	ATL	 	1506	 	1506 THE BOULEVARD	 	34 The Boulevard St. Louis Bldg. 2 Space K-2	 	Richmond Heights	 	MO	 	63117
	ATL	 	1507	 	TOWN CENTER AT ATLANTIC STATION	 	260 18th Street Suite #10120	 	Atlanta	 	GA	 	30363
	ATL	 	1508	 	TOWN CENTER@CENTER LODGE	 	7519 Corporate Blvd. Suite 340	 	Baton Rouge	 	LA	 	70809
	ATL	 	1509	 	PROVIDENCE PLACE	 	103 Providence Place Space #3200	 	Providence	 	RI	 	02903
	ATL	 	1511	 	FIREWALL TOWN CENTER	 	185 Cedar Sage Drive Space #D13	 	Garland	 	TX	 	75040
	ATL	 	1512	 	LAMAR PARK CENTER	 	425 Doddridge Street Space #42 & 46	 	Corpus Christi	 	TX	 	78411
	ATL	 	1514	 	MAYFAIR MALL	 	2500 N. Mayfair Road Space #176	 	Wauwatosa	 	WI	 	53226
	ATL	 	1515	 	MARKETPLACE	 	2000 North Neil Street Space #100	 	Champaign	 	IL	 	61821
	ATL	 	1516	 	SHOPPES@COLLEGE HILLS	 	305 Veterans Parkway Suite #200	 	Normal	 	IL	 	61761
	ATL	 	1517	 	VALLEY SQUARE	 	1560 Main Street / Bldg.6 Suite #603	 	Warrington	 	PA	 	18976
	ATL	 	1518	 	WATERFORD LAKES	 	685 North Alafaya Trail Space #P-01	 	Orlando	 	FL	 	32828
	ATL	 	1519	 	CHESTER SPRINGS SHOPPING CENTER	 	197 Route 206 South Space #D100 & D102	 	Chester	 	NJ	 	07930









													
	ATL	 	1520	 	APACHE MALL	 	333 Apache Mall	 	Rochester	 	MN	 	55902
	ATL	 	1521	 	ABERCON WALK	 	5525 Abercorn Street Suite #40	 	Savannah	 	GA	 	31405
	ATL	 	1522	 	CITRUS PARK	 	8021 Citrus Park Town Center Space #7954	 	Tampa	 	FL	 	33625
	ATL	 	1523	 	INTERNATIONAL PLAZA	 	2223 North West Shore Blvd. Space #206	 	Tampa	 	FL	 	33607
	ATL	 	1524	 	BROADWAY SQUARE MALL	 	4601 South Broadway Space #J03	 	Tyler	 	TX	 	75703
	ATL	 	1525	 	CENTRAL TEXAS MARKETPLACE	 	2428 West Loop 340 Suite B-1	 	Waco	 	TX	 	76711
	ATL	 	1527	 	EMPIRE MALL	 	590 West Empire Mall Space #208 & 209	 	Sioux Falls	 	SD	 	57106
	ATL	 	1528	 	LYNNDALE	 	505 Red Banks Road Suite C	 	Greenville	 	NC	 	27858
	ATL	 	1529	 	SHOPS AT GREENRIDGE	 	1125 Woodruff Road Space #1803	 	Greenville	 	SC	 	29607
	ATL	 	1530	 	COLONIAL UNIVERSITY VILLAGE	 	1627-24 Opelika Road	 	Auburn	 	AL	 	36830
	ATL	 	1531	 	WATERSIDE SHOPS AT PELICAN BAY	 	5475 Tamiami Trail North Suite 1	 	Naples	 	FL	 	34108
	ATL	 	1532	 	THE HERITAGE SHOPS AT MILLENIUM PARK	 	51 East Randolph Street	 	Chicago	 	IL	 	60601
	ATL	 	1533	 	ROSS PARK MALL	 	1000 Ross Park Mall Drive Space # K08A	 	Pittsburgh	 	PA	 	15237
	ATL	 	1534	 	CREEKSIDE STATION	 	3115 Valley Avenue	 	Winchester	 	VA	 	22601
	ATL	 	1535	 	ALTAMONTE MALL	 	451 East Altamonte Drive Space #2227	 	Altomonte Springs	 	FL	 	32701
	ATL	 	1536	 	THE OAKS	 	6403 West Newberry Road Space #B-2	 	Gainesville	 	FL	 	32605
	ATL	 	1539	 	WESTFIELD SOUTHGATE	 	3501 South Tamiami Trail Space #106	 	Sarasota	 	FL	 	34239
	ATL	 	1540	 	STAMFORD TOWN CENTER	 	100 Greyrock Place Space #G-125	 	Stamford	 	CT	 	06901
	ATL	 	1541	 	PARADISE VALLEY MALL	 	4550 East Cactus Road Suite248	 	Phoenix	 	AZ	 	85032
	ATL	 	1542	 	5001 FRANCE AVENUE SOUTH	 	5001 France Avenue South	 	Minneapolis	 	MN	 	55410
	ATL	 	1544	 	1723 WALNUT STREET	 	1729 Walnut Street	 	Philadelphia	 	PA	 	19103
	ATL	 	1545	 	1420 BURLINGAME AVE	 	1420 Burlingame Avenue First Floor	 	Burlingame	 	CA	 	94010
	ATL	 	1546	 	BRANDON TOWN CENTER	 	403 Brandon Town Center Drive	 	Brandon	 	FL	 	33511
	ATL	 	1548	 	PLAZA FRONTENAC	 	91 Plaza Frontenac	 	St. Louis	 	MO	 	63131
	ATL	 	1549	 	METROPOLIS	 	360 Metropolis Mile Suite #125	 	Plainfield	 	IN	 	46168
	ATL	 	1550	 	STREETS OF TANASBOURNE	 	2090 NW Allie Way Space #430	 	Hillsboro	 	OR	 	97124
	ATL	 	1551	 	CHESTERFIELD MALL	 	2024 Chesterfield Mall	 	Chesterfield	 	MO	 	63017
	ATL	 	1552	 	SOUTHSIDE WORKS	 	428 South 27 Street Space #B-215	 	Pittsburgh	 	PA	 	15203
	ATL	 	1553	 	CRESTVIEW HILLS TOWN CENTER	 	2850 Town Center Boulevard Space #7010	 	Crestview Hills	 	KY	 	41017
	ATL	 	1554	 	FIVE POINTS PLAZA	 	18577 Main Street	 	Huntington Beach	 	CA	 	92648
	ATL	 	1555	 	LAKEPORT COMMONS	 	5001 Sergeant Road Space #295	 	Sioux City	 	IA	 	51106
	ATL	 	1556	 	BRIDGE STREET TOWN CENTRE	 	355 Bridge Street Suite #113	 	Huntsville	 	AL	 	35806
	ATL	 	1557	 	1557 ST. CLAIRE SQUARE	 	6520 North Illinois Suite 102	 	Fairview Heights	 	IL	 	62208
	ATL	 	1558	 	NEW TOWN SHOPS	 	5114 Main Street Space #305	 	Williamsburg	 	VA	 	23188
	ATL	 	1559	 	BRANSON LANDING	 	223 Branson Landing	 	Branson	 	MO	 	65616
	ATL	 	1560	 	GREENE TOWN CENTER	 	4437 Glengarry Drive Space C-116	 	Beavercreek (Dayton)	 	OH	 	45440
	ATL	 	1561	 	PASEO NUEVO	 	623 Paseo Nuevo	 	Santa Barbara	 	CA	 	93101
	ATL	 	1562	 	SHOPPES AT MONTAGE	 	2271 Shoppes Blvd.	 	Moosic	 	PA	 	18507
	ATL	 	1563	 	SHERMAN PLAZA	 	1614 Sherman Avenue Space #A06	 	Evanston	 	IL	 	60201
	ATL	 	1565	 	SHOPPES ON DEAN	 	42-44 South Dean Street	 	Englewood (Bergen C)	 	NJ	 	07631
	ATL	 	1566	 	COCONUT POINT	 	23190 Fashion Drive Suite #101	 	Bonita Springs(Este)	 	FL	 	33928
	ATL	 	1567	 	PINNACLE HILLS PROMENADE	 	2203 South Promenade Blvd. Suite 2150	 	Rogers	 	AR	 	72758
	ATL	 	1569	 	SHOPPES AT OLD BRIDGE	 	3829 U.S. Highway 9	 	Old Bridge	 	NJ	 	08857
	ATL	 	1570	 	THE MALL IN COLUMBIA	 	10300 Little Patuxent Parkway Space #1040	 	Columbia	 	MD	 	21044
	ATL	 	1572	 	WILLOWBROOK MALL	 	1595 Willowbrook Mall	 	Wayne	 	NJ	 	07470
	ATL	 	1573	 	YUMA PALMS REGIONAL CENTER	 	1305 South Yuma Palms Parkway Pad 6	 	Yuma	 	AZ	 	85365
	ATL	 	1574	 	THE STREETS OF CRANBERRY	 	20430 Route 19 Suite 100	 	Cranberry Township	 	PA	 	16066
	ATL	 	1575	 	TWENTY NINTH STREET	 	1810 29th Street Suite #1024	 	Boulder	 	CO	 	80301
	ATL	 	1577	 	SOUTHLAKE TOWN CENTER	 	415 Grand Avenue East	 	Southlake	 	TX	 	76092
	ATL	 	1578	 	AVENUE WEBB GIN	 	1350 Scenic Highway Suite #340	 	Lawrenceville	 	GA	 	30045
	ATL	 	1580	 	GREEN OAK VILLAGE PLACE	 	9710 Village Place Blvd. Space F2	 	Brighton	 	MI	 	48116
	ATL	 	1581	 	LEHIGH VALLEY MALL	 	250 Lehigh Valley Mall Space 1320	 	Whitehall	 	PA	 	18052
	ATL	 	1582	 	GLENDALE GALLERIA	 	1154 Glendale Galleria Space G-17	 	Glendale	 	CA	 	91210
	ATL	 	1583	 	NORTH COUNTY	 	200 East Via Rancho Parkway Suite #121	 	Escondido	 	CA	 	92025
	ATL	 	1584	 	ARDEN FAIR	 	1689 Arden Way Suite #1204	 	Sacramento	 	CA	 	95815
	ATL	 	1585	 	SOUTHLANDS	 	6240 South Main Street Suite K-105	 	Aurora	 	CO	 	80016
	ATL	 	1586	 	ROSEDALE CENTER	 	808 Rosedale Center Space #915	 	Roseville	 	MN	 	55113
	ATL	 	1587	 	OTAY RANCH TOWN CNTR	 	2015 Birch Road Space #911	 	Chula Vista	 	CA	 	91915
	ATL	 	1588	 	423 KING STREET	 	423 King Street Tavern Square	 	Alexandria	 	VA	 	22314
	ATL	 	1589	 	WAYSIDE COMMONS	 	6 Wayside Road Suite F	 	Burlington	 	MA	 	01803
	ATL	 	1590	 	CAPITAL MALL PROMENADE	 	2511 Fourth Avene Space #P9-Bldg B	 	Olympia	 	WA	 	98502
	ATL	 	1591	 	DAYTON MALL	 	2830 Miamisburg-Centerville Rd	 	Dayton	 	OH	 	45459
	ATL	 	1592	 	LAKESIDE VILLAGE	 	1433 Town Center Drive Space B-108	 	Lakeland	 	FL	 	33803
	ATL	 	1593	 	COLONIAL PINNACLE AT TUTWILER FARM	 	5018 Pinnacle Square Suite #104	 	Birmingham	 	AL	 	35235
	ATL	 	1594	 	MALL AT TURTLE CREEK	 	3000 East Highland Drive Suite 509	 	Jonesboro	 	AR	 	72401
	ATL	 	1595	 	DEL AMO FASHION CENTER	 	3525 Carson Street Suite 159	 	Torrance	 	CA	 	90503
	ATL	 	1596	 	MALL OF GEORGIA	 	3333 Buford Drive Suite #VCO3	 	Atlanta	 	GA	 	30519
	ATL	 	1598	 	RIDGEDALE CENTER	 	445 Ramsay Way Building 14 - Space 101	 	Kent	 	WA	 	98032
	ATL	 	1599	 	KENT STATION	 	438 Plaza Real Space #1438	 	Boca Raton	 	FL	 	33432
	ATL	 	1602	 	WILLOWBROOK MALL	 	644 Smith Haven Mall Space #S03	 	Lake Grove	 	NY	 	11755
	ATL	 	1603	 	SMITH HAVEN MALL	 	7 Backus Avenue Suite D-106	 	Danbury	 	CT	 	06810
	ATL	 	1604	 	DANBURY FAIR MALL	 	8216-1338 East 49th Avenue	 	Denver	 	CO	 	80238
	ATL	 	1605	 	NORTHFIELD AT STAPLETON	 	9 Du Rhu Drive Suite #370	 	Mobile	 	AL	 	36608
	ATL	 	1606	 	LEGACY VILLAGE AT SPRING HILL	 	One Galleria Drive Space #D207	 	Middletown	 	NY	 	10941









													
	ATL	 	1608	 	ABQ UPTOWN	 	2260 Q Street NE Suite #3D	 	Alburquerque	 	NM	 	87110
	ATL	 	1609	 	TUCSON MALL	 	4500 North Oracle Road Space #171A	 	Tucson	 	AZ	 	85705
	ATL	 	1610	 	AVENUE OF THE PENINSULA	 	550 Deep Valley Drive Suite #117	 	Rolling Hills Estate	 	CA	 	90274
	ATL	 	1611	 	WOODLAND HILLS	 	7021 South Memoria Drive Suite #0165A	 	Tulsa	 	OK	 	74133
	ATL	 	1612	 	GALLERIA DALLAS	 	13350 Dallas Parkway Suite #2595	 	Dallas	 	TX	 	75240
	ATL	 	1613	 	MARKET AT RIVER RANCH	 	1900 Kaliste Saloom Road Suite #100	 	Lafayette	 	LA	 	70508
	ATL	 	1614	 	7 TIMES SQUARE TOWER	 	1459 Broadway Times Square	 	New York	 	NY	 	10036
	ATL	 	1615	 	SHOPPES AT PIERCE HILL	 	1308 Vestal Parkway East Suite 6	 	Vestal (Broome Cnty)	 	NY	 	13850
	ATL	 	1616	 	ARLINGTON HEIGHTS	 	4001 Arlington Highland Blvd. Suite 137	 	Arlington	 	TX	 	76018
	ATL	 	1618	 	MILFORD MARKETPLACE	 	1664 Boston Post Road Space A-15	 	Milford	 	CT	 	06460
	ATL	 	1621	 	HILL COUNTRY GALLERIA	 	12912 Hill Country Blvd. Space #F105	 	Bee Cave	 	TX	 	78738
	ATL	 	1622	 	LA CENTERRA AT CINCO RANCH	 	23501 Cinco Ranch Blvd. Suite G-140	 	Katy	 	TX	 	77494
	ATL	 	1623	 	THE SHOPS AT HIGHLAND VILLAGE	 	4141 Waller Creek Bldg Q Space #170	 	Highland Village	 	TX	 	75077
	ATL	 	1624	 	THE VILLAGE AT COLONY PLACE	 	152 Colony Place	 	Plymouth	 	MA	 	02360
	ATL	 	1625	 	MANSFIELD CROSSING	 	280 School Street Suite F170	 	Mansfield	 	MA	 	02048
	ATL	 	1626	 	BURR RIDGE VILLAGE CTR	 	720 Village Center Drive	 	Burr Ridge	 	IL	 	60527
	ATL	 	1629	 	VILLAGE AT STONE OAK	 	22710 U.S. 281 North Suite 101	 	San Antonio	 	TX	 	78259
	ATL	 	1630	 	ALAMANCE CROSSING	 	3172 Waltham Blvd. Space #K4	 	Burlington	 	NC	 	27215
	ATL	 	1633	 	THE SHOPPES AT WYOMISSING	 	766 Woodland Road Space H	 	Wyomissing	 	PA	 	19610
	ATL	 	1634	 	SHOPPES AT NORTH BRUNSWICK	 	519 Shoppes Blvd.	 	North Brunswick	 	NJ	 	08902
	ATL	 	1635	 	SAN TAN VILLAGE	 	2174 E. Williams Field Road Suite 101	 	Gilbert	 	AZ	 	85296
	ATL	 	1640	 	THE AVENUE MURFREESBORO	 	2615 Medical Center Parkway Space #1440	 	Murfreesboro	 	TN	 	37129
	ATL	 	1645	 	THE SHOPS OLD MILL DISTRICT	 	330 SW Powerhouse Drive Suite 130	 	Bend	 	OR	 	97702
	ATL	 	1649	 	COLONNADE AT STATE COLLEGE	 	19 Colonnade Way Space #125	 	State College	 	PA	 	16803
	ATL	 	1652	 	MACARTHUR CENTER	 	300 Monticello Avenue Space #252	 	Norfolk	 	VA	 	23510
	ATL	 	1653	 	ORCHARD PARK VILLAGE PLAZA	 	3995 North Buffalo Road	 	Orchard Park	 	NY	 	14127
	ATL	 	1657	 	UTICA SQUARE	 	1818 Utica Square	 	Tulsa	 	OK	 	74114
	ATL	 	1658	 	AUGUSTA MALL	 	3450 Wrightsboro Road Space #A222	 	Augusta	 	GA	 	30909
	ATL	 	1659	 	THE SHOPPES AT EASTCHASE	 	6886 Eastchase Parkway Space #B150	 	Montgomery	 	AL	 	36117
	ATL	 	1663	 	THE SHOPS AT PEMBROKE GARDENS	 	430 SW 145th Terrace Space #13050	 	Pembroke Pines	 	FL	 	33027
	ATL	 	1665	 	HORTON PLAZA	 	120 Horton Plaza Suite #105	 	San Diego	 	CA	 	92101
	ATL	 	1669	 	COLUMBIA CENTER	 	1321 North Columbia Center Blv Suite #905	 	Kennewick	 	WA	 	99336
	ATL	 	1675	 	THE PROMENADE BOLINGBROOK	 	641 East Boughton Road Suite #135	 	Bolingbrook	 	IL	 	60440
	ATL	 	1678	 	THE GALLERY AT HARBORPLACE	 	200 East Pratt Street Space #3016	 	Baltimore	 	MD	 	21202
	ATL	 	1679	 	WESTFIELD SOUTHPARK	 	500 Southpark Center Space GL #24	 	Strongsville	 	OH	 	44136
	ATL	 	1680	 	SHADOW LAKE TOWNE CENTER	 	7640 Towne Center Parkway Suite 109	 	Papillion	 	NE	 	68046
	ATL	 	1681	 	THE SHOPPES AT RIVER RIDGE	 	4315 West Dublin-Granville Rd	 	Dublin	 	OH	 	43017
	ATL	 	1685	 	THE SHOPS AT RIVER PARK	 	7705 Via del Rio Space #450	 	Fresno	 	CA	 	93720
	ATL	 	1688	 	ORCHARD SHOPPING CENTER	 	8621 Clinton Street Space #8621	 	New Hartford	 	NY	 	13413
	ATL	 	1689	 	THE SUMMIT LOUISVILLE	 	4278 Summit Plaza Drive Space C14/C15	 	Louisville	 	KY	 	40241
	ATL	 	1694	 	SHOPS AT SADDLE CREEK	 	7615 West Farmington Suite 15	 	Germantown	 	TN	 	38138
	ATL	 	1698	 	SHOPS AT ROSSMOOR	 	12211 Seal Beach Blvd. Suite #12211	 	Seal Beach	 	CA	 	90740
	ATL	 	1699	 	MIDTOWN VILLAGE	 	1800 McFarland Blvd. East Space 204	 	Tuscaloosa	 	AL	 	35404
	ATL	 	1701	 	ANNAPOLIS MALL	 	2002 Annapolis Mall Space #1820	 	Annapolis	 	MD	 	21401
	ATL	 	1705	 	CORDOVA MALL	 	5100 North 9th Avenue Space #E599	 	Pensacola	 	FL	 	32504
	ATL	 	1706	 	KERCHEVAL PLACE	 	17209 Kercheval Street	 	Grosse Pointe	 	MI	 	48230
	ATL	 	1707	 	SOLOMON POND	 	601 Donald Lynch Boulevard Space #N243	 	Malborough	 	MA	 	01752
	ATL	 	1709	 	THE GROVE WEST	 	540A Broad Street	 	Shrewsbury	 	NJ	 	07702
	ATL	 	1710	 	OAK PARK MALL	 	11153 West 95th Street Space #93	 	Overland Park	 	KS	 	66214
	ATL	 	1711	 	VILLAGE AT ROCHESTER HILLS	 	376 North Adams Space G 376	 	Rochester Hills	 	MI	 	48309
	ATL	 	1713	 	GOVERNOR SQUARE	 	1500 Appalachee Parkway SP 1125	 	Tallahassee	 	FL	 	32301








 SCHEDULE 6.12 
 TRADE NAMES 
 ANNTAYLOR, INC. 

ANN TAYLOR, INC. 
 ANNTAYLOR 

ANN TAYLOR 
 ANNTAYLOR INCORPORATED 

ANN TAYLOR INCORPORATED 
 ANNTAYLOR COMPANY

 ANN TAYLOR COMPANY 
 ANNTAYLOR CO.

 ANN TAYLOR CO. 
 ANNTAYLOR
CORPORATION 
 ANN TAYLOR CORPORATION 

ANNTAYLOR STORES 
 ANN TAYLOR STORES 

ANNTAYLOR LOFT 
 ANN TAYLOR LOFT 

ANNTAYLOR LOFT STORES 
 ANN TAYLOR LOFT STORES

 ANNTAYLOR & COMPANY 
 ANN
TAYLOR & COMPANY 
 LOFT 

ANNCO, INC. 
 ANN CO, INC.

 ANNCO 
 ANN CO 

ANNCO INCORPORATED 
 ANN CO INCORPORATED

 ANNCO COMPANY 







 ANN CO COMPANY 
 ANNCO CO. 
 ANN CO CO. 
 ANNCO CORPORATION 
 ANN CO CORPORATION 
 LOFT 
 ANNTAYLOR DISTRIBUTION SERVICES, INC. 

ANN TAYLOR DISTRIBUTION SERVICES, INC. 

ANNTAYLOR DISTRIBUTION 
 ANN TAYLOR DISTRIBUTION

 ANNTAYLOR DISTRIBUTION INCORPORATED 

ANN TAYLOR DISTRIBUTION INCORPORATED 
 ANNTAYLOR
DISTRIBUTION COMPANY 
 ANN TAYLOR DISTRIBUTION COMPANY 
 ANNTAYLOR DISTRIBUTION CO. 
 ANN TAYLOR DISTRIBUTION CO. 

ANNTAYLOR DISTRIBUTION CORPORATION 
 ANN TAYLOR
DISTRIBUTION CORPORATION 
 ANNTAYLOR DISTRIBUTION SERVICES 
 ANN TAYLOR DISTRIBUTION SERVICES 
 ANNTAYOLR DISTRIBUTION SERVICES INCORPORATED 

ANN TAYLOR DIRSTRIBUTION SERVICES INCORPORATED 

ANNTAYLOR DISTRIBUTION SERVICES COMPANY 
 ANN
TAYLOR DISTRIBUTION SERVICES COMPANY 
 ANNTAYLOR DISTRIBUTION SERVICES CO. 
 ANN TAYLOR DISTRIBUTION SERVICES CO. 
 ANNTAYLOR DISTRIBUTION SERVICES CORPORATION 

ANN TAYLOR DISTRIBUTION SERVICES CORPORATION 

ANNTAYLOR RETAIL, INC. 
 ANN
TAYLOR RETAIL, INC. 







 ANNTAYLOR RETAIL 
 ANN TAYLOR RETAIL 
 ANNTAYLOR RETAIL INCORPORATED 

ANN TAYLOR RETAIL INCORPORATED 
 ANNTAYLOR
RETAIL COMPANY 
 ANN TAYLOR RETAIL COMPANY 
 ANNTAYLOR RETAIL CO. 
 ANN TAYLOR RETAIL CO. 

ANNTAYLOR RETAIL CORPORATION 
 ANN TAYLOR RETAIL
CORPORATION 
 LOFT 







 SCHEDULE 6.13 
 LITIGATION 
 None. 







 SCHEDULE 6.15 
 ENVIRONMENTAL LAWS 
 None. 







 SCHEDULE 6.18 
 ERISA COMPLIANCE 
 None. 







 SCHEDULE 6.25 

 

	 	A.	BANK ACCOUNTS 

  

							
	 A/C#
	  	 Bank
	    	 A/C Name
	  	 Purpose

	*******	  	*******	    	Ann Taylor Inc.	  	Disbursement Account
	*******	  	*******	    	Ann Taylor	  	Concentration Account
	*******	  	*******	    	Ann Taylor Inc.	  	Return Items Account
	*******	  	*******	    	Ann Taylor Inc. Payroll	  	Payroll Inc.
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Payroll Retail
	*******	  	*******	    	Ann Taylor Distribution Services	  	Payroll DC
	*******	  	*******	    	Ann Taylor Puerto Rico	  	Payroll Puerto Rico
	*******	  	*******	    	Ann Taylor Disbursing	  	Controlled Disbursement
	*******	  	*******	    	Ann Taylor Global Sourcing	  	Controlled Disbursement
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository









							
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	Ann Taylor Retail Inc.	  	Depository
	*******	  	*******	    	AnnTaylor Retail, Inc.	  	Depository
	*******	  	*******	    	AnnTaylor Retail, Inc.	  	Depository
	*******	  	*******	    	Ann Taylor, Inc	  	Medical Reimbursement
	*******	  	*******	    	Ann Taylor, Inc	  	Medical Reimbursement
	*******	  	*******	    	Ann Taylor, Inc	  	Medical Reimbursement

  

	 	B.	CREDIT CARD PROCESSORS 

  

			
	Chase Paymentech	  	 Lisa Monteagudo
 Director -
Chase Paymentech Solutions, LLC
 Phone (954)845-4245 Cell (954)205-4269
 Fax (954)575-7604
 lmonteagudo@chasemerchantservices.com

13450 W. Sunrise Blvd
 Suite #250

Sunrise, FL 33323

		
	American Express	  	 Kerri Ryan
 National Accounts
Manager
 781 Mountain Ave.
 New
Providence, NJ 07974
 Phone (866)-604-9552
 Fax (866)-604-9552
 Kerri.M.Ryan@aexp.com

		
	Discover	  	 Amy Schneider
 National
Accounts
 Discover Network
 2500 Lake
Cook Road
 Riverwoods, IL 60015

amyschneider@discoverfinancial.com
 800-229-0058
x522
 614-718-1070 Local
 614-718-1071
Fax

		
	Alliance Data	  	 Mary O’Donnell
 Director
Client Sales
 800 Tech Center Drive

Gahanna OH 43230
 Phone (614) -
729-4339
 Fax (614) - 729-4297

Mary.o’donnell@alliancedata.com









 SCHEDULE 7.10(b) 

PERMITTED EXISTING LIENS 
  

													
	 Secured Party
	  	 Jurisdiction
	  	 Filing
 Type
	  	 Filing
 Date
	  	 Filing No.
	  	 Searching
Period
	  	 Collateral Description

	World Finance Network Nat’l Bank	  	DE-STATE	  	UCC-1	  	9-25-07	  	2007
3620373	  	5 years
thru 3/16/08
	  	All interest in “Subject Assets” incl. Acct and Receivables, Books and Records, pending Credit Card applications and Cardholder List.
	Canon Business solutions-East, Inc.	  	DE-STATE	  	UCC-1	  	12-1-06	  	6418863 7	  	5 years
thru 3/16/08
	  	Lease – specific Canon equipment








 SCHEDULE 7.11 
 INVESTMENTS 
 As set forth in Schedule 6.7.