ex10-7.htm







PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  SUCH PORTIONS ARE DESIGNATED “[*].”


 










	  

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 







 







 


BANK OF AMERICA, N.A.


 


As Lender


 


And


 


AEROPOSTALE, INC.


 


The Borrower


 







 


November 13, 2007












 


 






  





  











  













TABLE OF CONTENTS


 


 


 


 



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





 


   




  





ii











  






 


 



 



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





 




 




  





iii











  




 


 



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



 







 




 




  





iv











  






 


 




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





 




 



 








  





v











  








 


EXHIBITS


 


2-8                      :           Revolving Credit Note


4-2                      :           Related Entities


4-3                      :           Trade Names


4-5                      :           Locations, Leases, and Landlords


4-6                      :           Encumbrances


4-7                      :           Indebtedness


4-8                      :           Insurance Policies


4-10                    :           Capital Leases


4-13                    :           Taxes


4-17                    :           Litigation


4-22                    :           Permitted Management Fees and Other Affiliated Transactions


4-23                    :           Excluded Assets


5-5                      :           Form of Borrowing  Base Certificate


6-3                      :           Bonds and Deposits


7-1                      :           DDAs


7-2                      :           Credit Card Arrangements






  





vi











  








SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


November 13, 2007


 


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


 


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


 


and


 


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


 


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


 









WITNESSETH:




 


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


 


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


 


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


 


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


 


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


 


Article 1 - Definitions:


 


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


 



	
  

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







 


 




  





  











  






 


 



	
  

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







 



	
  

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







 



	
  

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







 



	
  

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







 


 




  





-2-











  






 


 



	
 

	

“ACH”: Automated clearing house.









 



	
 

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







 



	
 

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







 



	
 

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







 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
  

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







 



	
Level

	
Average Outstandings

	
Eurodollar Loans Margin


 

	
Prime Rate Margin

	
Line (Unused) Fee


	
I

	
Less than $50,000,000

	
0.75%

	
0%

	
0.125%


	
II

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

	
1.00%

	
0%

	
0.125%


	
III

	
Greater than or equal to $100,000,000

	
1.25%

	
0%

	
0.15%







 


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


 


 




  





-3-











  






 


 



	
 

	

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









 



	
 

	

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









 


Minus


 


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


 


Minus


 


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


 


Minus


 


(III) Unreimbursed L/C Obligations.


 



	
 

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







 



	
  

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







 



	
 

	

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









 


 




  





-4-











  






 


 



	
 

	

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









 



	
 

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







 



	
 

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







 



	
 

	

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









 



	
 

	
"Borrower": Is defined in the Preamble.







 



	
 

	

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









 



	
  

	
(a)

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







 


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


 


plus


 


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


 


minus


 


(iii)          Reserves.


 



	
  

	
(b)

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







 


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


 


plus


 


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


 


minus


 


(iii)          Reserves.


 



	
 

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







 



	
 

	

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









 


 


 




  





-5-











  






 


 



	
 

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







 



	
 

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







 



	
 

	

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









 



	
 

	

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









 



	
  

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







 


 




  





-6-











  






 


 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 


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


 


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


 



	
 

	

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









 



	
 

	

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









 


 




  





-7-











  






 


 



	
  

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







 



	
  

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







 



	
LENDER

	
DOLLAR COMMITMENT

	
COMMITMENT PERCENTAGE


	
Bank of America, N.A.

	
$150,000,000.00

	
100%







 



	
  

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







                                                          



	
 

	

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









 



	
  

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







 



	
 

	

“Cost”: The lower of









 


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


 


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


 


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


 



	
 

	

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









 



	
 

	

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









 


 


 




  





-8-











  






 


 



	
 

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







 



	
  

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







 


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


 


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


 


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


 



	
 

	

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









 



	
 

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







 



	
 

	

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









 




	
 

	

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









 





	
 

	

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









                                                                               


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


 


 




  





-9-











  






 


 


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


 


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


 


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


 


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


 


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


 


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


 



	
 

	

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









 



	
 

	

“Encumbrance”: Each of the following:









 


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


 


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


 



	
 

	

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









 


 


 




  





-10-











  






 


 


 



	
 

	

“Environmental Laws”: All of the following:









 


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


 


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


 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 


 




  





-11-











  






 


 



	
 

	

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









 



	
  

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







 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 


 


 




  





-12-











  






 


 



	
 

	

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









 



	
  

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







 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 


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


 


 




  





-13-











  






 


 


 


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


 


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


 


(d)           On account of deposits or advances.


 


(e)           As lessee under Capital Leases.


 


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


 


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


 


“Indebtedness” also includes:


 


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


 


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


 


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


 



	
 

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







 



	
 

	

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









 



	
 

	

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









 



	
 

	

“Interest Payment Date”: With reference to:









 


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


 


 




  





-14-











  






 


 


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


 





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







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





 



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





 


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


 


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


 


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


 


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


 


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


 



	
 

	


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











 


 




  





-15-











  






 


 



	
 

	

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









 



	
 

	

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









 



	
 

	

“Issuer”: Bank of America, N.A.









 



	
 

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







 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
  

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







 



	
 

	

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









 


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


 


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


 


 




  





-16-











  






 


 


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


 


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


 


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


 


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


 


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


 


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


 



	
 

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







 



	
 

	

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









 



	
 

	

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









 



	
 

	

“Loan Ceiling”: $150,000,000.00.









 


 




  





-17-











  






 


 


 



	
 

	

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









 



	
 

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







 



	
 

	

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









 



	
 

	

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









 



	
 

	

“Maturity Date”: November 13, 2012.









 



	
 

	

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









 



	
 

	

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









 



	
  

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







 



	
 

	

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









 


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


 


 




  





-18-











  






 


 


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


 


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


 


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


 


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


 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 


 




  





-19-











  






 


 



	
 

	

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









 


(b)           Any Affiliate.


 



	
 

	
"Requirement of Law": As to any Person:







 


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


 


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


 


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


 



	
 

	

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









 



	
 

	

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









 


 




  





-20-











  






 


 



	
 

	

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









 



	
 

	

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









 



	
 

	

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









 



	
  

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







 



	
 

	

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









 



	
 

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







 



	
 

	

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









 



	
 

	

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









 



	
  

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







 


 




  





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









 



	
  

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







 



	
 

	

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









 



	
 

	

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









 



	
  

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







 



	
 

	

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









 



	
 

	

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









 


 




  





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Article 2 - The Revolving Credit:


 


2-1. Establishment of  Revolving Credit.


 


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


 


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


 


2-2. Intentionally Omitted.


 


2-3. Intentionally Omitted.


 


2-4. Risks of Value of Collateral»


 


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


 


2-5. Loan Requests.


 


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


 


(i) Availability will not be exceeded;


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


(iv) No Suspension Event is then extant.


 


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


 


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


 


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


 


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


 


2-6. Making of Loans Under Revolving Credit.


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


2-7. The Loan Account.


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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2-8. The Revolving Credit Notes»


 


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


 


2-9. Payment of The Loan Account.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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2-10. Interest Rates.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2-11. Additional Fees.


 


 




  





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


 


2-12. Intentionally Omitted.


 


2-13. Line (Unused Fee).


 


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


 


2-14. Intentionally Omitted


 


2-15. Concerning Fees.


 


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


 


2-16. Lender’s Discretion.


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


(iii) Availability would not be exceeded.


 


(iv) Intentionally Omitted.


 


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


 


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


 


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


 


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


 


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


 


2-18. Fees For L/C’s.


 


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


 







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


 


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


 


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


 


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


 


 




  





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2-19. Cash Collateralization of L/Cs.


 


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


 


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


 


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


 


2-20. Concerning L/C’s.


 


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


 


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


 


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


 


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


 


 




  





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


 


(i) Select an advising bank, if any.


 


(ii) Select a paying bank, if any.


 


(iii) Select a negotiating bank.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


2-21. Changed Circumstances.


 


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


 


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


 


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


 


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


 


 


 




  





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


 


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


 


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


 


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


 


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


 


2-22. Increased Costs»


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


2-23. Lender’s Commitments.


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


(c) Intentionally Omitted.


 


Article 3 - Conditions Precedent:


 


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


 


3-2. Corporate Due Diligence.


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


Article 4 - General Representations, Covenants and Warranties:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


4-3. Trade Names.


 


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


 


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


 


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


 


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


 


4-4. Intellectual Property.


 


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


 


 




  





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


 


4-5. Locations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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4-6. Title to Assets.


 


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


 


(i) Encumbrances in favor of the Lender.


 


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


 


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


 


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


 


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


 


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


 


(vii) Encumbrances arising under Capital Leases.


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a) Any Indebtedness to the Lenders.


 


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


 


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


 


(d) Subordinated Indebtedness.


 


 




  





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


 


4-8. Insurance Policies.


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


4-13. Pay Taxes/Tax Shelter Regulations.


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4-16. Hazardous Materials.


 


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


 


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


 


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


 


(b) The Loan Parties each shall:


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


(b) Intentionally Omitted.


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 







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


 


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


 


 




  





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


 


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


 


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


 


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


 


4-23. Additional Assurances.


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


4-24. Adequacy of Disclosure.


 


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


 


(b) Intentionally Omitted


 


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


 


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


 


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


 


4-26. Prepayments of Indebtedness.


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


Article 5 - Financial Reporting and Performance Covenants:


 


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


 


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


 


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


 


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


 


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


 


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


 


5-2. Access to Records.


 


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


 


 




  





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


 


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


 


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


 


5-3. Prompt Notice to Lender.


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


5-4. Intentionally Omitted.


 


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


 


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


 


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


 


 




  





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5-8. Annual Reports.


 


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


 


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


 


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


 


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


 


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


 


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


 


5-9. Intentionally Omitted.


 


5-10. Inventories, Appraisals, and Audits.


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


(e) Intentionally Omitted.


 


 




  





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5-11. Additional Financial Information.


 


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


 


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


 


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


 


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


 


5-12. Intentionally Omitted.


 


Article 6 - Use and Collection of Collateral:


 


6-1. Use of Inventory Collateral.


 


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


 


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


 


 




  





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


 


6-3. Validity of Accounts.


 


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


 


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


 


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


 


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


 


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


 


 




  





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Article 7 - Cash Management. Payment of Liabilities:


 


7-1. Depository Accounts.


 


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


 


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


 


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


 


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


 


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


 


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


 


7-2. Credit Card Receipts.


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


(c) The Loan Parties:


 


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


 


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


 


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


 


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


 


7-4. Proceeds and Collection of Accounts.


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


7-5. Payment of Liabilities.


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


Article 8 - Grant of Security Interest:


 


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


 


 




  





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(a) All Accounts and Accounts Receivable.


 


(b) All Inventory.


 


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


 


(d) All Equipment.


 


(e) All Goods.


 


(f) All Fixtures.


 


(g) All Chattel Paper.


 


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


 


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


 


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


 


(k) All Commercial Tort Claims.


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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Article 10 - Events of Default:


 


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


 


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


 


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


 


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


 


Section______Relates to______:


 


4-5                      Location of Collateral


 


4-6                      Title to Assets


 


4-7                      Indebtedness


 


4-8(b)                 Insurance Policies


 


6                          Use of Collateral


 


Article 7             Cash Management


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


10-10. Judgment.  Restraint of Business.


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


10-16. Challenge to Loan Documents.


 


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


 


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


 


10-17. Intentionally Omitted.


 


 




  





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


 


Article 11 - Rights and Remedies Upon Default:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11-2. Sale of Collateral.


 


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


 


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


 


 




  





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


 


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


 


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


 



	 	
First:

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







 



	
  

	
Second:

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







 



	 	
Third:

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







 



	
  

	
Fourth:

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







 



	 	
Fifth:

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







 



	 	
Sixth:

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







 


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


 


 




  





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


 


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


 


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


 


Article 12 - Notices:


 


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


 


If to the Lender:


 


 




  





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Bank of America, N.A.


 


100 Federal Street, 9th Floor


 


Boston, Massachusetts 02110


 


Attention                      : Christine Hutchinson


 


          Vice President


 


Fax                                : (617) 790-1234


 


Email: christine.hutchinson@bankofamerica.com


 


With a copy to:


 


Riemer & Braunstein LLP


 


Three Center Plaza


 


Boston, Massachusetts  02108


 


Attention                      :  David S. Berman, Esquire


 


Fax                                : (617) 880-3456


 


Email: dberman@riemerlaw.com


 


If to the Borrower:


 


Aeropostale, Inc.


 


201 Willowbrook Blvd.


 


Wayne, New Jersey 07470


 


Attention                      : Joseph Pachella, VP and Treasurer


 


Fax                                : (201) 581-0399


 


Email: jpachella@aeropostale.com


 


With a Copy to:


 


Edward M. Slezak, Esquire


 


General Counsel


 


Aeropostale, Inc.


 


112 West 34th Street, 22nd Floor


 


New York, New York 10120


 


Fax: (646) 619-4873


 


Email: eslezak@aeropostale.com


 


12-2. Notice Given.


 


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


 


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


 


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


 


 


 




  





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


 


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


 


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


 


Article 13 - Term:


 


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


 


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


 


Article 14 - General:


 


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


 


 




  





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


 


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


 


14-4. Amendments.  Course of Dealing.


 


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


 


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


 


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


 


 




  





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


 


14-7. Costs and Expenses of Lender.


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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14-10. Consent to Jurisdiction.


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(h) The word “or” is not exclusive.


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14-13. Intent. It is intended that:


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


14-16. Waivers.


 


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


 


 




  





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 




  





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


 


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


 


 




  





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


 


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


 







[signature pages follow]






  





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







AEROPOSTALE, INC.


(“Borrower”)








	 	
By:

	
/s/ Michael J. Cunningham


	 	
Name:

	
Michael J. Cunningham


	 	
Title:

	
Executive Vice President and


	 	  	
Chief Financial Officer

















BANK OF AMERICA, N.A.


(“Lender”)








	 	
By:

	
/s/ Kathleen A. Dimock


	 	
Name:

	
Kathleen A. Dimock


	 	
Title:

	
Managing Director

















1041615.7



















  





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











  










 







Exhibit 2.8







Revolving Credit Note

















AMENDED AND RESTATED REVOLVING CREDIT NOTE


Bank of America, N.A.
































Boston, Massachusetts


November 13, 2007












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







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


 


 




  





  











  








 


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







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







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







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







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







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







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







[Signature Page to Follow]






  





  











  






 




 


                 BORROWER:


Witness:



	
/s/ Joseph M. Pachella

	 
	 AEROPOSTALE, INC.	 





 








	 	
By:

	
/s/ Michael J. Cunningham


	 	
Name:

	
Michael J. Cunningham


	 	
Title:

	
Executive Vice President and


	 	  	
Chief Financial Officer



























1043675.3












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




  





  











  






 


 


EXHIBIT 4-2


 


RELATED ENTITIES


 


   Other than the Guarantors, Aeropostale Canada, Inc.


 


 


 


 


 


 




 




  





  











  






 


 


Exhibit 4-3


Trade Names


 


    Aeropostale


    Jimmy'Z


 


 


 


 


 


 




  





  











  






 


 



Exhibit 4-5


 


Locations, Leases, and Landlords


 


(See Attached)


 


 


 




  





  











  








 









	
Store #

	  	
Store Name

	  	
Space #

	  	
City

	  	
State

	  	
Zip Code

	  	
Sq. Ft.

	  	
Developer

	  	
Developer Address


	
4

	  	
ADI

	  	  	  	
South River

	  	
New Jersey

	  	
8810

	  	
315,000

	  	
LIT-Northend LLC

	  	
2100 Mckinney Avenue

	  	
Suite 700

	  	
Dallas

	  	
TX

	  	
75201


	
5

	  	
Willowbrook Office

	  	
7th & 8th Floor

	  	
Wayne

	  	
New Jersey

	  	
7470

	  	
40,000

	  	
Willowbrook Center

	  	
2 Daniel Road

	  	  	  	
Fairfield

	  	
NJ

	  	
7004


	
11

	  	
Franklin Mills Mall

	  	  	  	
Philadelphia

	  	
Pennsylvania

	  	
19154

	  	
4,865

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
14

	  	
NYC Office

	  	  	  	
New York

	  	
New York

	  	
10017

	  	
59,121

	  	
Helmsley Spear

	  	
60 East 42nd Street

	  	  	  	
New York

	  	
NY

	  	
10017


	
19

	  	
Arizona Mills Mall

	  	  	  	
Tempe

	  	
Arizona

	  	
85282

	  	
4,255

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
20

	  	
Newport Center

	  	  	  	
Jersey City

	  	
New Jersey

	  	
7307

	  	
3,385

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
22

	  	
Stoneridge Mall

	  	  	  	
Pleasanton

	  	
California

	  	
95466

	  	
3,709

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
23

	  	
Bridgewater Commons

	  	
279

	  	
Bridgewater

	  	
New Jersey

	  	
8807

	  	
3,130

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
25

	  	
Parmatown Mall

	  	
#4

	  	
Parmatown

	  	
Ohio

	  	
44129

	  	
3,017

	  	
RMS Investment Company

	  	
7899 W Ridgewood Drive

	  	  	  	
Parma

	  	
OH

	  	
44129


	
27

	  	
Great Northern Mall

	  	  	  	
North Olmstead

	  	
Ohio

	  	
44070

	  	
3,423

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
28

	  	
Woodbridge Center

	  	  	  	
Woodbridge

	  	
New Jersey

	  	
7095

	  	
3,890

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
29

	  	
Nanuet Mall

	  	  	  	
Nanuet

	  	
New York

	  	
10954

	  	
3,900

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
30

	  	
Staten Island Mall

	  	
#247A

	  	
Staten Island

	  	
New York

	  	
10314

	  	
3,724

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
31

	  	
Rockaway Townsquare Mall

	  	
#128

	  	
Rockaway

	  	
New Jersey

	  	
7866

	  	
3,621

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
34

	  	
The Mall at Greece Ridge

	  	  	  	
Rochester

	  	
New York

	  	
14626

	  	
3,132

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
35

	  	
Ross Park Mall

	  	  	  	
Pittsburgh

	  	
Pennsylvania

	  	
15237

	  	
3,584

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
36

	  	
The Mall at St Matthews

	  	
#1340

	  	
Louisville

	  	
Kentucky

	  	
40207

	  	
5,127

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
37

	  	
Cherry Hill Mall

	  	
#1230

	  	
Cherry Hill

	  	
New Jersey

	  	
8002

	  	
3,667

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
38

	  	
Valley Fair Shopping Center

	  	
#B577

	  	
Santa Clara

	  	
California

	  	
95050

	  	
2,864

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
41

	  	
River Oaks Center

	  	  	  	
Calumet City

	  	
Illinois

	  	
60409

	  	
2,778

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
43

	  	
Lycoming Mall

	  	
US Rts. 220 & 180

	  	
Pennsdale

	  	
Pennsylvania

	  	
17756

	  	
3,519

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
46

	  	
Lehigh Valley Mall

	  	  	  	
Whitehall

	  	
Pennsylvania

	  	
18052

	  	
4,020

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
48

	  	
South Hills Village

	  	  	  	
Upper St Clair

	  	
Pennsylvania

	  	
15241

	  	
3,590

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
49

	  	
Hamilton Mall

	  	  	  	
Mays Landing

	  	
New Jersey

	  	
8330

	  	
4,221

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
50

	  	
Square One Mall

	  	  	  	
Saugus

	  	
Massachusetts

	  	
1906

	  	
3,977

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
51

	  	
Dadeland Mall

	  	  	  	
Miami

	  	
Florida

	  	
33156

	  	
4,674

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
52

	  	
Sunrise Mall

	  	  	  	
Massapequa

	  	
New York

	  	
11758

	  	
3,290

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
54

	  	
Manhattan Mall

	  	  	  	
New York

	  	
New York

	  	
10001

	  	
4,326

	  	
Vomado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
56

	  	
Washington Crown Center

	  	
1500 W. Chestnut Street

	  	
Washington

	  	
Pennsylvania

	  	
15301-5864

	  	
3,436

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
57

	  	
Eastview Mall

	  	
#F9

	  	
Victor

	  	
New York

	  	
14564

	  	
3,600

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
58

	  	
Garden State Plaza

	  	
#L1A

	  	
Paramus

	  	
New Jersey

	  	
7652

	  	
5,903

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
59

	  	
Marketplace Mall

	  	  	  	
Rochester

	  	
New York

	  	
14623

	  	
3,479

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
60

	  	
Granite Run Mall

	  	  	  	
Media

	  	
Pennsylvania

	  	
19063

	  	
3,202

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
62

	  	
Walden Galleria

	  	
L213

	  	
Buffalo

	  	
New York

	  	
14225

	  	
3,073

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
63

	  	
Burlington Mall

	  	
C16A

	  	
Burlington

	  	
Massachusetts

	  	
1803

	  	
2,800

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
65

	  	
Del Amo Mall

	  	
#14

	  	
Torrance

	  	
California

	  	
90503

	  	
3,300

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
66

	  	
Roosevelt Field Mall

	  	
#1036 & 1037

	  	
Garden City

	  	
New York

	  	
11530

	  	
5,377

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
67

	  	
Smith Haven Mall

	  	
J03

	  	
Lake Grove

	  	
New York

	  	
11755

	  	
4,116

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
70

	  	
Emerald Square

	  	
D322

	  	
North Attleboro

	  	
Massachusetts

	  	
2760

	  	
2,853

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
71

	  	
Twelve Oaks Mall

	  	
D181

	  	
Novi

	  	
Michigan

	  	
48377

	  	
2,799

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
75

	  	
Poughkeepsie Galleria

	  	  	  	
Poughkeepsie

	  	
New York

	  	
12601

	  	
3,409

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
77

	  	
Hamilton Place

	  	
#267

	  	
Chattanooga

	  	
Tennessee

	  	
37421

	  	
2,593

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
78

	  	
Mall at Steamtown

	  	  	  	
Scranton

	  	
Pennsylvania

	  	
18503

	  	
4,645

	  	
Prizm Asset Mgt Co

	  	
300 Lackawanna Avenue

	  	  	  	
Scranton

	  	
PA

	  	
18503


	
79

	  	
Pentagon City

	  	
#1028

	  	
Arlington

	  	
Virginia

	  	
22202

	  	
3,840

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
84

	  	
Gwinnett Place

	  	  	  	
Duluth

	  	
Georgia

	  	
30096

	  	
3,383

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
85

	  	
Castleton Square

	  	  	  	
Indianapolis

	  	
Indiana

	  	
46250

	  	
4,030

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
86

	  	
Towne Center At Cobb

	  	  	  	
Kennesaw

	  	
Georgia

	  	
30144

	  	
4,098

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
87

	  	
Crossgates Mall

	  	
D206A

	  	
Albany

	  	
New York

	  	
12203

	  	
3,317

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
88

	  	
Scottsdale Fashion Square

	  	
#2129

	  	
Scottsdale

	  	
Arizona

	  	
85251

	  	
3,708

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
89

	  	
Jefferson Valley Mall

	  	  	  	
Yorktown Heights

	  	
New York

	  	
10598

	  	
3,384

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
90

	  	
Trumball Shopping Park

	  	  	  	
Trumball

	  	
Connecticut

	  	
6611

	  	
3,500

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
91

	  	
Concord Mall

	  	  	  	
Wilmington

	  	
Delaware

	  	
19803

	  	
3,600

	  	
Allied Properties

	  	
4737 Concord Pike

	  	  	  	
Wilmington

	  	
DE

	  	
19803


	
92

	  	
Oxford Valley Mall

	  	  	  	
Langhome

	  	
Pennsylvania

	  	
19047

	  	
3,896

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
93

	  	
Paramus Park Mall

	  	
#1675

	  	
Paramus

	  	
New Jersey

	  	
7652

	  	
4,240

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
99

	  	
Kings Plaza

	  	  	  	
Brooklyn

	  	
New York

	  	
11234

	  	
4,895

	  	
Vomado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
100

	  	
Willowbrook Mall

	  	
#1126

	  	
Wayne

	  	
New Jersey

	  	
7470

	  	
4,296

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
102

	  	
Park City Center

	  	
#C220

	  	
Lancaster

	  	
Pennsylvania

	  	
17601

	  	
3,786

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
103

	  	
Ohio Valley Mall

	  	
#320

	  	
St Clairsville

	  	
Ohio

	  	
43950

	  	
3,567

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
104

	  	
Los Cerritos Center

	  	  	  	
Cerritos

	  	
California

	  	
90703

	  	
3,900

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
105

	  	
Monroeville Mall

	  	  	  	
Monroeville

	  	
Pennsylvania

	  	
15146

	  	
3,845

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
106

	  	
Natick Mall

	  	  	  	
Natick

	  	
Massachusetts

	  	
1760

	  	
3,726

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
109

	  	
Belden Village

	  	  	  	
Canton

	  	
Ohio

	  	
44718

	  	
3,945

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
110

	  	
Dulles Town Center

	  	
#220

	  	
Dulles

	  	
Virginia

	  	
20166

	  	
3,000

	  	
Lemer

	  	
11501 Huff Court

	  	  	  	
North Bethesda

	  	
MD

	  	
20895


	
111

	  	
Lakeside Mall

	  	
D129

	  	
Sterling Heights

	  	
Michigan

	  	
48313

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
112

	  	
Holyoke Mall at Ingleside

	  	  	  	
Holyoke

	  	
Massachusetts

	  	
1040

	  	
3,136

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
113

	  	
Genesee Valley Center

	  	  	  	
Flint

	  	
Michigan

	  	
48507

	  	
4,500

	  	
The Mills Corp

	  	
3341 S Linden Road

	  	  	  	
Flint

	  	
MI

	  	
48507


	
114

	  	
Greenwood Park Mall

	  	  	  	
Indianapolis

	  	
Indiana

	  	
46142

	  	
3,406

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
115

	  	
Shoppingtown Mall

	  	
#229A

	  	
Dewitt

	  	
New York

	  	
13214

	  	
4,625

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
116

	  	
University Park Mall

	  	  	  	
Mishawaka

	  	
Indiana

	  	
46545

	  	
3,634

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
117

	  	
Cross County Shopping Center

	  	  	  	
Yonkers

	  	
New York

	  	
10704

	  	
3,154

	  	
Marx Realty & Improvement Co

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
120

	  	
St Charles Towne Center

	  	  	  	
Waldorf

	  	
Maryland

	  	
20603

	  	
3,369

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
121

	  	
Fiesta Mall

	  	
#1250

	  	
Mesa

	  	
Arizona

	  	
85202

	  	
3,635

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
123

	  	
Great Lakes Mall

	  	
#330

	  	
Mentor

	  	
Ohio

	  	
44060

	  	
3,482

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
124

	  	
West Town Mall

	  	
#1156

	  	
Knoxville

	  	
Tennessee

	  	
37919

	  	
2,990

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
127

	  	
Edison Mall

	  	  	  	
Fort Meyers

	  	
Florida

	  	
33901

	  	
3,500

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
129

	  	
Quaker Bridge Mall

	  	  	  	
Lawrenceville

	  	
New Jersey

	  	
8608

	  	
3,222

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
130

	  	
Livingston Mall

	  	
#1022

	  	
Livingston

	  	
New Jersey

	  	
7039

	  	
4,351

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
131

	  	
Ocean County Mall

	  	
#101L

	  	
Toms River

	  	
New Jersey

	  	
8753

	  	
3,645

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
132

	  	
Walt Whitman Mall

	  	
#1063

	  	
Huntington Station

	  	
New York

	  	
11746

	  	
4,354

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204







 


 






  





  











  















 



	
133

	  	
Tri-County Mall

	  	
G-9

	  	
Cincinnati

	  	
Ohio

	  	
45246

	  	
2,500

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
134

	  	
Monmouth Mall

	  	  	  	
Eatontown

	  	
New Jersey

	  	
7724

	  	
3,598

	  	
Vornado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
135

	  	
Montgomery Mall

	  	
C1 &C2

	  	
North Wales

	  	
Pennsylvania

	  	
19454

	  	
4,046

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
136

	  	
White Plains

	  	
#489

	  	
White Plains

	  	
New York

	  	
10601

	  	
3,690

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
137

	  	
Willow Grove Park

	  	  	  	
Willow Grove

	  	
Pennsylvania

	  	
19090

	  	
3,124

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
138

	  	
Stonestown Galleria

	  	  	  	
San Francisco

	  	
California

	  	
94132

	  	
3,581

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
139

	  	
Galleria at Crystal Run

	  	
D209

	  	
Middletown

	  	
New York

	  	
10940

	  	
3,599

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
140

	  	
Carousel Center

	  	  	  	
Syracuse

	  	
New York

	  	
13290

	  	
3,070

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
141

	  	
Sun Valley Mall

	  	  	  	
Concord

	  	
California

	  	
94520

	  	
2,590

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
142

	  	
Hawthom Center

	  	
G6UL

	  	
Vernon Hills

	  	
Illinois

	  	
60061

	  	
3,268

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
143

	  	
Stratford Square Mall

	  	
B20

	  	
Bloomingdale

	  	
Illinois

	  	
60108

	  	
2,557

	  	
The Mills Corp

	  	
3225 N Central Avenue

	  	
Suite 1205

	  	
Phoenix

	  	
AZ

	  	
85012


	
144

	  	
Deptford Mall

	  	  	  	
Deptford

	  	
New Jersey

	  	
8096

	  	
4,404

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
145

	  	
Stamford Town Center

	  	  	  	
Stamford

	  	
Connecticut

	  	
6901

	  	
3,672

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
146

	  	
Woodfield Mall

	  	
G311

	  	
Schaumburg

	  	
Illinois

	  	
60173

	  	
5,124

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
147

	  	
Fox Valley Shopping Center

	  	  	  	
Aurora

	  	
Illinois

	  	
60504

	  	
4,086

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
148

	  	
Danbury Fair Mall

	  	  	  	
Danbury

	  	
Connecticut

	  	
6810

	  	
4,827

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
149

	  	
Eastern Hills Mali

	  	  	  	
Williamsville

	  	
New York

	  	
14221

	  	
3,550

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
150

	  	
Freehold Raceway Mall

	  	  	  	
Freehold

	  	
New Jersey

	  	
7728

	  	
2,981

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
151

	  	
Silver City Galleria Mall

	  	  	  	
Taunton

	  	
Massachusetts

	  	
2780

	  	
3,127

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
152

	  	
Christiana Mall

	  	  	  	
Newark

	  	
Delaware

	  	
19702

	  	
4,875

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
153

	  	
Columbia Mall

	  	
#153

	  	
Columbia

	  	
Maryland

	  	
21044

	  	
4,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
154

	  	
Menlo Park Mall

	  	  	  	
Edison

	  	
New Jersey

	  	
8837

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
157

	  	
Southlake Mall

	  	  	  	
Merrillville

	  	
Indiana

	  	
46410

	  	
4,598

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
158

	  	
Boulevard Mall

	  	  	  	
Amherst

	  	
New York

	  	
14226

	  	
4,731

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
159

	  	
Fairfield Mall

	  	  	  	
Beavercreek

	  	
Ohio

	  	
45431

	  	
3,731

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
160

	  	
Lynnhaven Mall

	  	
D06A

	  	
Virginia Beach

	  	
Virginia

	  	
23452

	  	
3,330

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
162

	  	
Seminole Towne Center

	  	  	  	
Sanford

	  	
Florida

	  	
32771

	  	
3,213

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
164

	  	
Chesterfield Towne Center

	  	  	  	
Midlothian

	  	
Virginia

	  	
23235

	  	
5,240

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
166

	  	
Queen Center

	  	  	  	
Elmhurst

	  	
New York

	  	
11373

	  	
3,823

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
167

	  	
Great Northern Mall

	  	  	  	
Clay

	  	
New York

	  	
13041

	  	
3,091

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
169

	  	
Sangertown Mall

	  	
G-02

	  	
New Hartford

	  	
Connecticut

	  	
13413

	  	
3,500

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
171

	  	
Westmoreland Malt

	  	
#218

	  	
Greensburg

	  	
Pennsylvania

	  	
15601

	  	
2,838

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
172

	  	
Dover Mall

	  	  	  	
Dover

	  	
Delaware

	  	
19901

	  	
4,274

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
174

	  	
Green Acres Mall

	  	  	  	
Valley Stream

	  	
New York

	  	
11581

	  	
6,056

	  	
Vornado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
175

	  	
Tippecanoe Mall

	  	  	  	
Lafayette

	  	
Indiana

	  	
47905

	  	
4,633

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
176

	  	
Fox Run Mall

	  	
#1

	  	
Newington

	  	
New Hampshire

	  	
3801

	  	
3,670

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
177

	  	
Pyramid Mall Ithaca

	  	
B07

	  	
Ithaca

	  	
New York

	  	
14850

	  	
3,533

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
178

	  	
Hudson Valley Mall

	  	  	  	
Kingston

	  	
New York

	  	
12401

	  	
3,600

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
183

	  	
Metrocenter Mall

	  	  	  	
Phoenix

	  	
Arizona

	  	
85051

	  	
3,702

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
184

	  	
Palisades Center

	  	
B203

	  	
West Nyack

	  	
New York

	  	
10994

	  	
3,549

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
185

	  	
South Shore Mall

	  	  	  	
Bay Shore

	  	
New York

	  	
11706

	  	
3,593

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
186

	  	
Owings Mills Mall

	  	
1106

	  	
Owings Mills

	  	
Maryland

	  	
21117

	  	
3,017

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
188

	  	
Stones River Mall

	  	  	  	
Murfreesboro

	  	
Tennessee

	  	
37129

	  	
3,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
189

	  	
Southland Shopping Center

	  	
1290

	  	
Taylor

	  	
Michigan

	  	
48180

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
190

	  	
Dayton Mall

	  	
252

	  	
Dayton

	  	
Ohio

	  	
45459

	  	
3,720

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
192

	  	
The Pavillions at Buckland Hills

	  	
1138

	  	
Manchester

	  	
Connecticut

	  	
6040

	  	
4,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
193

	  	
Exton Square Mall

	  	
2005

	  	
Exton

	  	
Pennsylvania

	  	
19341

	  	
3,360

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
194

	  	
Mall of New Hampshire

	  	
W123

	  	
Manchester

	  	
New Hampshire

	  	
3103

	  	
3,633

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
195

	  	
Crystal Mall

	  	
R207

	  	
Waterford

	  	
Connecticut

	  	
6385

	  	
2,842

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
196

	  	
Springfield Mali

	  	
GG10

	  	
Springfield

	  	
Virginia

	  	
22150

	  	
3,077

	  	
Vornado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
197

	  	
Annapolis Mall

	  	  	  	
Annapolis

	  	
Maryland

	  	
21401

	  	
3,974

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
198

	  	
Orland Square Shopping Center

	  	
B11

	  	
Chicago

	  	
Illinois

	  	
60462

	  	
3,081

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
200

	  	
Northshore Mall

	  	
E155

	  	
Peabody

	  	
Massachusetts

	  	
1960

	  	
3,467

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
201

	  	
Southern Park Mall

	  	
725

	  	
Youngstown

	  	
Ohio

	  	
44512

	  	
2,787

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
202

	  	
Great Lakes Crossing

	  	
859

	  	
Auburn Hills

	  	
Michigan

	  	
48326

	  	
3,184

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
203

	  	
Northwoods Mall

	  	
G532

	  	
Charleston

	  	
South Carolina

	  	
29406

	  	
4,072

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
204

	  	
Mall of America

	  	
N118

	  	
Bloomington

	  	
Minnesota

	  	
55425

	  	
4,077

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
205

	  	
Century Mall III

	  	
629

	  	
West Mifflin

	  	
Pennsylvania

	  	
15123

	  	
3,107

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
206

	  	
Hanes Mall

	  	
AL-120

	  	
Winston Salem

	  	
North Carolina

	  	
27103

	  	
3,961

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
207

	  	
Rivertown Crossing

	  	
2048

	  	
Grandville

	  	
Michigan

	  	
49418

	  	
3,549

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
208

	  	
Providence Place

	  	
B307

	  	
Providence

	  	
Rhode Island

	  	
2903

	  	
3,090

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
209

	  	
Meriden Square Mall

	  	
4068

	  	
Meriden

	  	
Connecticut

	  	
6451

	  	
3,436

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
214

	  	
Southpark Center

	  	
DL-408

	  	
Strongsville

	  	
Ohio

	  	
44136

	  	
3,424

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
215

	  	
Glenbrook Square Mall

	  	
E6

	  	
Fort Wayne

	  	
Indiana

	  	
46805

	  	
3,467

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
216

	  	
Market Place Shopping Center

	  	
340

	  	
Champaigne

	  	
Illinois

	  	
61820

	  	
3,826

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
218

	  	
Summit Mall

	  	
258A

	  	
Akron

	  	
Ohio

	  	
44333

	  	
3,139

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
219

	  	
Eastwood Mall

	  	
652

	  	
Niles

	  	
Ohio

	  	
44446

	  	
3,500

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
220

	  	
College Mall

	  	
M13A

	  	
Bloomington

	  	
Indiana

	  	
47401

	  	
3,523

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
221

	  	
Muncie Mall

	  	
L05

	  	
Muncie

	  	
Indiana

	  	
47303

	  	
3,698

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
222

	  	
Plymouth Meeting Mall

	  	
2100

	  	
Plymouth

	  	
Pennsylvania

	  	
19462

	  	
3,083

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
223

	  	
Haywood Mall

	  	
2045

	  	
Greenville

	  	
South Carolina

	  	
29605

	  	
3,442

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
224

	  	
Jersey Gardens

	  	
2076

	  	
Elizabeth

	  	
New Jersey

	  	
7201

	  	
2,543

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
225

	  	
Knoxville Center Mall

	  	
2187

	  	
Knoxville

	  	
Tennessee

	  	
37924

	  	
3,019

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
226

	  	
Meridian Mall

	  	
243

	  	
Lansing

	  	
Michigan

	  	
48864

	  	
3,630

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
227

	  	
Franklin Park Mall

	  	
520

	  	
Toledo

	  	
Ohio

	  	
43623

	  	
3,835

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
228

	  	
Potomac Mills Center

	  	
247

	  	
Woodbridge

	  	
Virginia

	  	
22192

	  	
3,561

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
229

	  	
Coventry Mail

	  	
C8

	  	
Pottstown

	  	
Pennsylvania

	  	
19465

	  	
2,958

	  	
Stoltz Management

	  	
Routes 724 & 100

	  	  	  	
Pottstown

	  	
PA

	  	
19465


	
230

	  	
Coolsprings Galleria

	  	
2430

	  	
Franklin

	  	
Tennessee

	  	
37067

	  	
2,418

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
231

	  	
Fairlane Town Center

	  	
N314

	  	
Dearborn

	  	
Michigan

	  	
48126

	  	
3,047

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
233

	  	
Colonial Mall Gadsden

	  	
47

	  	
Gadsden

	  	
Alabama

	  	
35901

	  	
3,165

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102







 


 


 




  





  











  






 


 


 



	
234

	  	
Colonial Park Mall

	  	
15

	  	
Harrisburg

	  	
Pennsylvania

	  	
17109

	  	
3,125

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
235

	  	
Hickory Hollow Mall

	  	
2111/2113

	  	
Antioch

	  	
Tennessee

	  	
37013

	  	
3,597

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
236

	  	
Pheasant Lane Mall

	  	
E145

	  	
Nashua

	  	
New Hampshire

	  	
3060

	  	
2,630

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
237

	  	
Beaver Valley Mall

	  	
640

	  	
Monaca

	  	
Pennsylvania

	  	
15061

	  	
4,000

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
238

	  	
Honey Creek

	  	
B2

	  	
Terre Haute

	  	
Indiana

	  	
44310

	  	
3,667

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
239

	  	
RiverGate Mall

	  	
A6A

	  	
Goodlettsville

	  	
Tennessee

	  	
37072

	  	
3,452

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
240

	  	
Cary Town Center

	  	
E4428

	  	
Raleigh

	  	
North Carolina

	  	
27511

	  	
2,567

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
242

	  	
Grand Central Mall

	  	
273

	  	
Vienna

	  	
West Virginia

	  	
26105

	  	
2,712

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
243

	  	
Mall at Johnson City

	  	
17

	  	
Johnson City

	  	
Tennessee

	  	
37601

	  	
3,055

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
244

	  	
Maplewood Mall

	  	
2012

	  	
Maplewood

	  	
Minnesota

	  	
55109

	  	
2,974

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
245

	  	
Chesterfield Mall

	  	
BL220

	  	
Chesterfield

	  	
Missouri

	  	
63017

	  	
3,208

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
246

	  	
Chapel Hill Mall

	  	
339

	  	
Akron

	  	
Ohio

	  	
44310

	  	
3,418

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
247

	  	
Fashion Square Mall

	  	
C312

	  	
Saginaw

	  	
Michigan

	  	
48604

	  	
3,009

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
248

	  	
Wilton Mall

	  	
E18

	  	
Saratoga Springs

	  	
New York

	  	
12866

	  	
2,467

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
249

	  	
Asheville Mall

	  	
L42

	  	
Asheville

	  	
North Carolina

	  	
28805

	  	
3,363

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
250

	  	
Burnsville Center

	  	
1044

	  	
Burnsville

	  	
Minnesota

	  	
55306

	  	
2,676

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
251

	  	
Eastland Mall

	  	
64

	  	
Evansville

	  	
Indiana

	  	
47715

	  	
3,310

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
252

	  	
Opry Mills

	  	
476

	  	
Nashville

	  	
Tennessee

	  	
37214

	  	
3,590

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
253

	  	
Crestwood Mall

	  	
436

	  	
St Louis

	  	
Missouri

	  	
63126

	  	
2,570

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
254

	  	
Mid Rivers

	  	
1252

	  	
St Peters

	  	
Missouri

	  	
63376

	  	
3,133

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
255

	  	
Charlestown Mall

	  	
C214

	  	
St Charles

	  	
Illinois

	  	
60174

	  	
3,016

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
256

	  	
Independence Mall

	  	
D114

	  	
Kingston

	  	
Massachusetts

	  	
2364

	  	
3,081

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
257

	  	
Circle Centre Mall

	  	
F16

	  	
Indianapolis

	  	
Indiana

	  	
46225

	  	
3,632

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
258

	  	
Tysons Corner Center

	  	
G5U

	  	
McLean

	  	
Virginia

	  	
22102

	  	
3,578

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
259

	  	
Arundel Mills

	  	
211

	  	
Hanover

	  	
Maryland

	  	
21076

	  	
3,088

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
260

	  	
Arnot Mall

	  	
N9

	  	
Horsehead

	  	
New York

	  	
14844

	  	
3,000

	  	
Arnot Realty

	  	
3300 Chambers Road South

	  	  	  	
Horsehead

	  	
NY

	  	
14845


	
261

	  	
Morgantown

	  	
613

	  	
Morgantown

	  	
West Virginia

	  	
26501

	  	
2,870

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
262

	  	
Arbor Place

	  	
1180

	  	
Douglassville

	  	
Georgia

	  	
30315

	  	
3,237

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
263

	  	
Governor's Square

	  	
2170

	  	
Tallahassee

	  	
Florida

	  	
32301

	  	
3,024

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
264

	  	
Colonial Mall at Macon

	  	
18

	  	
Macon

	  	
Georgia

	  	
31206

	  	
3,120

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
265

	  	
Miller Hill

	  	
J08

	  	
Duluth

	  	
Minnesota

	  	
55811

	  	
2,842

	  	
Simon Property Group

	  	
225 W Washington Street .

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
266

	  	
Merle Hay Mall

	  	
912

	  	
Des Moines

	  	
Iowa

	  	
50310

	  	
3,456

	  	
The Mills Corp

	  	
3850 Merle Hay Road

	  	
Suite 101

	  	
Des Moines

	  	
IA

	  	
50310


	
268

	  	
Oak Court

	  	
1130

	  	
Memphis

	  	
Tennessee

	  	
38117

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
269

	  	
Four Seasons Mall

	  	
209

	  	
Greensboro

	  	
North Carolina

	  	
27407

	  	
3,585

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
271

	  	
Harford Mall

	  	
W4

	  	
Belair

	  	
Maryland

	  	
21014

	  	
3,243

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
272

	  	
University Mall

	  	
112

	  	
Tuscaloosa

	  	
Alabama

	  	
35405

	  	
3,539

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
273

	  	
Meadowbrook Mall

	  	
640

	  	
Bridgeport

	  	
West Virginia

	  	
26330

	  	
3,325

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
274

	  	
Sandusky Mall

	  	
327

	  	
Sandusky

	  	
Ohio

	  	
44870

	  	
3,457

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
275

	  	
Eastland Mall

	  	
1055

	  	
Bloomington

	  	
Illinois

	  	
61701

	  	
4,211

	  	
Copaken White Blitt

	  	
1100 Walnut

	  	
Suite 2000

	  	
Kansas City

	  	
MO

	  	
64106


	
277

	  	
Brass Mill

	  	
1128

	  	
Waterbury

	  	
Connecticut

	  	
6706

	  	
3,759

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
278

	  	
White Marsh

	  	
2035

	  	
Baltimore

	  	
Maryland

	  	
21236

	  	
3,265

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
280

	  	
Concord Mills

	  	
699

	  	
Concord

	  	
North Carolina

	  	
28027

	  	
3,051

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
281

	  	
Kennedy Mall

	  	
566

	  	
Dubuque

	  	
Iowa

	  	
52002

	  	
3,745

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
282

	  	
Augusta Mall

	  	
1131

	  	
Augusta

	  	
Georgia

	  	
30909

	  	
3,242

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
283

	  	
Independence Mall

	  	
1093

	  	
Wilmington

	  	
North Carolina

	  	
28403

	  	
3,216

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
284

	  	
Colonial Myrtle Beach

	  	
D9

	  	
Myrtle Beach

	  	
South Carolina

	  	
29572

	  	
3,438

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
285

	  	
Colonial Mall Greenville

	  	
D4

	  	
Greenville

	  	
North Carolina

	  	
27858

	  	
2,895

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
286

	  	
Richland Mall

	  	
A7

	  	
Mansfield

	  	
Ohio

	  	
44906

	  	
3,500

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
287

	  	
North Dartmouth Mall

	  	
1360

	  	
North Dartmouth

	  	
Massachusetts

	  	
2747

	  	
3,300

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
288

	  	
Eastland Mall

	  	
B8

	  	
Columbus

	  	
Ohio

	  	
43232

	  	
4,560

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
289

	  	
Woodland Mall

	  	
1A

	  	
Grand Rapids

	  	
Michigan

	  	
49512

	  	
3,615

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
290

	  	
Valley Hills Mall

	  	
230

	  	
Hickory

	  	
North Carolina

	  	
28602

	  	
3,699

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
291

	  	
Riverchase Galleria

	  	
V2

	  	
Birmingham

	  	
Alabama

	  	
35244

	  	
3,089

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
292

	  	
Westroads

	  	  	  	
Omaha

	  	
Nebraska

	  	
68114

	  	
4,022

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
293

	  	
Tanger Factory Outlet Center-NY

	  	
304

	  	
Riverhead

	  	
New York

	  	
11901

	  	
3,860

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
294

	  	
Springfield Mall

	  	
10BU

	  	
Springfield

	  	
Pennsylvania

	  	
19064

	  	
3,071

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
297

	  	
Macomb Mall

	  	
240/250

	  	
Roseville

	  	
Michigan

	  	
48066

	  	
3,000

	  	
Macomb Association

	  	
25 W 39th Street

	  	  	  	
New York

	  	
NY

	  	
10018


	
299

	  	
Mall of Louisiana

	  	
2186

	  	
Baton Rouge

	  	
Louisiana

	  	
70836

	  	
3,369

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
300

	  	
River Hills Mall

	  	
308

	  	
Mankato

	  	
Minnesota

	  	
56001

	  	
3,044

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
301

	  	
Colonial Mall Bel Aire

	  	
C19

	  	
Mobile

	  	
Alabama

	  	
36606

	  	
2,846

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
303

	  	
Northtown Mall

	  	
H19

	  	
Blaine

	  	
Minnesota

	  	
55434

	  	
3,600

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
304

	  	
Bangor Mall

	  	
E6

	  	
Bangor

	  	
Maine

	  	
4401

	  	
3,514

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
305

	  	
Oakdale

	  	
Suite 76

	  	
Johnson City

	  	
New York

	  	
13790

	  	
2,827

	  	
Vomado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
306

	  	
Independence Center

	  	
G07

	  	
Independence

	  	
Missouri

	  	
64057

	  	
3,800

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
307

	  	
Polaris

	  	
2094

	  	
Columbus

	  	
Ohio

	  	
43240

	  	
3,243

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
308

	  	
South County Mall

	  	
51

	  	
St Louis

	  	
Missouri

	  	
63129

	  	
3,861

	  	
Westfieid

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
309

	  	
Midway Mall

	  	
F36

	  	
Elyria

	  	
Ohio

	  	
44035

	  	
3,036

	  	
Westfieid

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
310

	  	
Valley View Mall

	  	
LB40

	  	
Roanoke

	  	
Virginia

	  	
24012

	  	
2,920

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
311

	  	
West Ridge Mall

	  	
G13A

	  	
Topeka

	  	
Kansas

	  	
66604

	  	
3,093

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
312

	  	
McKinley Mall

	  	
807

	  	
Buffalo

	  	
New York

	  	
14219

	  	
3,372

	  	
Zamias

	  	
300 Market Street

	  	  	  	
Johnstown

	  	
PA

	  	
15901


	
313

	  	
Maine Mall

	  	
W11

	  	
Portland

	  	
Maine

	  	
4106

	  	
3,370

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
314

	  	
CherryVale Mall

	  	
F129

	  	
Rockford

	  	
Illinois

	  	
61112

	  	
3,438

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
315

	  	
St Clair Square

	  	
105

	  	
Fairview Heights

	  	
Illinois

	  	
62208

	  	
4,041

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
316

	  	
Cross Creek Mall

	  	
TB7

	  	
Fayetteville

	  	
North Carolina

	  	
28303

	  	
3,858

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
317

	  	
Charleston Town Center

	  	
2105

	  	
Charleston

	  	
West Virginia

	  	
25389

	  	
2,849

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
318

	  	
Mayfair Mall

	  	
865

	  	
Wauwatosa

	  	
Wisconsin

	  	
53226

	  	
3,023

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
319

	  	
White Oaks Mall

	  	
C10

	  	
Springfield

	  	
Illinois

	  	
62704

	  	
3,623

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
330

	  	
Park Plaza Mall

	  	  	  	
Little Rock

	  	
Arkansas

	  	
72205

	  	
2,910

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
331

	  	
The Hanover Mall

	  	
113

	  	
Hanover

	  	
Massachusetts

	  	
2339

	  	
3,000

	  	
Weiner

	  	
1775 Washinton Street

	  	  	  	
Hanover

	  	
MA

	  	
2339


	
332

	  	
Chicago Ridge

	  	  	  	
Chicago

	  	
Illinois

	  	
60415

	  	
3,509

	  	
Shopco Advisory Corp.

	  	
1250 Braodway

	  	  	  	
New York

	  	
NY

	  	
10001












 




  





  











  






 


 


 



	
333

	  	
Washington Square

	  	
166

	  	
Indianapolis

	  	
Indiana

	  	
46229

	  	
3,016

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
334

	  	
Ashland Town Center

	  	
468

	  	
Ashland

	  	
Kentucky

	  	
41101

	  	
3,354

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
335

	  	
River Valley Mall

	  	  	  	
Lancaster

	  	
Ohio

	  	
43130

	  	
3,200

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
336

	  	
Logan Valley Mall

	  	
944

	  	
Altoona

	  	
Pennsylvania

	  	
16602

	  	
3,227

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
337

	  	
Capital City Mall

	  	  	  	
Camp Hill

	  	
Pennsylvania

	  	
17011-7003

	  	
3,603

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
338

	  	
Jefferson Pointe Mall

	  	
H10

	  	
Fort Wayne

	  	
Indiana

	  	
46804

	  	
3,401

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
339

	  	
The Mall at Whitney Field

	  	
Formerly Searstown Mall Leominster

	  	  	  	
Massachusetts

	  	
46804

	  	
3,548

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
340

	  	
Oakwood Mall

	  	
322

	  	
Eau Claire

	  	
Wisconsin

	  	
54701

	  	
3,786

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
341

	  	
The Lakes Mall

	  	
1076

	  	
Muskegon

	  	
Michigan

	  	
49444

	  	
2,928

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
342

	  	
York Galleria

	  	
166

	  	
York

	  	
Pennsylvania

	  	
17402

	  	
3,055

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
343

	  	
River Ridge Mall

	  	
B90

	  	
Lynchburgh

	  	
Virginia

	  	
24502

	  	
3,200

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
344

	  	
Berkshire Mall

	  	
B104

	  	
Lanesboro

	  	
Massachusetts

	  	
1237

	  	
3,500

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
346

	  	
Robinson Town Center

	  	  	  	
Robinson Township

	  	
Pennsylvania

	  	  	  	
3,266

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
347

	  	
Stroud Mall

	  	  	  	
Stroudsburgh

	  	
Pennsylvania

	  	
18360

	  	
2,750

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
348

	  	
Connecticut Post

	  	
2041

	  	
Milford

	  	
Connecticut

	  	
6460

	  	
2,890

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
349

	  	
Berkshire Mall

	  	
G7

	  	
Wyomissing

	  	
Pennsylvania

	  	
19610

	  	
3,625

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
350

	  	
South Pointe

	  	
D5

	  	
Lincoln

	  	
Nebraska

	  	
68516

	  	
2,800

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
351

	  	
The Plaza at King of Prussia

	  	  	  	
King of Prussia

	  	
Pennsylvania

	  	
19406

	  	
3,223

	  	
Kravco

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
353

	  	
Northpark Mall

	  	
36

	  	
Davenport

	  	
Iowa

	  	
52806

	  	
3,415

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
354

	  	
Southpark Mall

	  	
175

	  	
Moline

	  	
Illinois

	  	
61265

	  	
3,103

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
355

	  	
Eastgate Mall

	  	
344

	  	
Cincinnati

	  	
Ohio

	  	
45245

	  	
3,964

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
356

	  	
Southpark

	  	
F40

	  	
Colonial Heights

	  	
Virginia

	  	
23834

	  	
3,150

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
357

	  	
Clearview Mall

	  	
BL06

	  	
Butler

	  	
Pennsylvania

	  	
16001

	  	
2,997

	  	
JJ Gumberg

	  	
1051 Brinlon Road

	  	  	  	
Pittsburgh

	  	
PA

	  	
15221


	
358

	  	
Gateway Mall

	  	  	  	
Lincoln

	  	
Nebraska

	  	  	  	
3,728

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
359

	  	
Burlington Town Center

	  	  	  	
Burlington

	  	
Vermont

	  	  	  	
3,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
360

	  	
Nittany Mall

	  	  	  	
State College

	  	
Pennsylvania

	  	
16801

	  	
3,333

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
361

	  	
Spring Hill

	  	
Lease ID # 405001 0003

	  	
iWest Dundee

	  	
Illinois

	  	
60118

	  	
3,402

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
362

	  	
Solomon Pond

	  	
N219

	  	
Marlborough

	  	
Massachusetts

	  	
1752

	  	
3,208

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
363

	  	
Mall of Georgia

	  	
2025

	  	
Buford

	  	
Georgia

	  	
30519

	  	
3,713

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
364

	  	
Northwoods Mall

	  	  	  	
Peoria

	  	
Illinois

	  	
61613

	  	
4,281

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
365

	  	
Findlay Village

	  	
#153

	  	
Findlay

	  	
Ohio

	  	
45839

	  	
3,600

	  	
JJ Gumberg

	  	
1051 Brinton Road

	  	  	  	
Pittsburgh

	  	
PA

	  	
15221


	
366

	  	
Wausau Center

	  	  	  	
Wausau

	  	
Wisconsin

	  	  	  	
3,600

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
367

	  	
Birchwood Mall

	  	  	  	
Port Huron

	  	
Michigan

	  	  	  	
3,199

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
368

	  	
Susquehanna Valley

	  	  	  	
Selinsgrove

	  	
Pennsylvania

	  	
17870

	  	
3,090

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
369

	  	
Eden Prairie Center

	  	  	  	
Eden Prairie

	  	
Minnesota

	  	
55344

	  	
3,530

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
370

	  	
Steeplegate Mall

	  	  	  	
Concord

	  	
New Hampshire

	  	
3301

	  	
3,158

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
371

	  	
Salmon Run Mall

	  	
NYS Rte 3

	  	
Watertown

	  	
New York

	  	  	  	
2,958

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
372

	  	
Champlain Center North

	  	
C119

	  	
Pittsburgh

	  	
New York

	  	  	  	
3,366

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
373

	  	
Florence Mall

	  	  	  	
Florence

	  	
Kentucky

	  	  	  	
3,828

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
374

	  	
North Grand Mall

	  	  	  	
Ames

	  	
Iowa

	  	
50010

	  	
3,707

	  	
Landau & Heyman

	  	
303 E Main Street

	  	
Suite 201

	  	
Barrington

	  	
IL

	  	
60010


	
375

	  	
Palmer Park Mall

	  	
Palmer Township

	  	
Easton

	  	
Pennsylvania

	  	
18042

	  	
2,971

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
376

	  	
Manhattan Town Center

	  	  	  	
Manhattan

	  	
Kansas

	  	  	  	
3,500

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
377

	  	
Jefferson Mall

	  	  	  	
Louisville

	  	
Kentucky

	  	  	  	
2,521

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
378

	  	
University Mall

	  	  	  	
South Burlington

	  	
Vermont

	  	  	  	
3,000

	  	
Finard & Company

	  	
One Burlington Woods Dr

	  	  	  	
Burlington

	  	
MA

	  	
01803


	
379

	  	
Rockingham Park Mall

	  	  	  	
Salem

	  	
New Hampshire

	  	
3079

	  	
3,419

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
380

	  	
Brookfield Square

	  	  	  	
Brookfield

	  	
Wisconsin

	  	
53005-6084

	  	
3,968

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
381

	  	
Johnstown Galleria

	  	  	  	
Johnstown

	  	
Pennsylvania

	  	
15901

	  	
3,250

	  	
Zamias

	  	
300 Market Street

	  	  	  	
Johnstown

	  	
PA

	  	
15901


	
382

	  	
Madison Square Mall

	  	  	  	
Huntsville

	  	
Alabama

	  	
35806

	  	
3,060

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
383

	  	
Rotterdam Square

	  	  	  	
Schenectady

	  	
New York

	  	
12306

	  	
2,930

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
384

	  	
Kenwood Town Center

	  	  	  	
Cincinnati

	  	
Ohio

	  	
45236

	  	
3,650

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
385

	  	
Kentucky Oaks Mall

	  	  	  	
Paducah

	  	
Kentucky

	  	
42001

	  	
3,651

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
386

	  	
Upper Valley Mall

	  	  	  	
Springfield

	  	
Ohio

	  	
45504

	  	
3,024

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
387

	  	
Apple Blossom Mall

	  	  	  	
Winchester

	  	
Virginia

	  	
22601

	  	
3,252

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
388

	  	
College Square - IA

	  	  	  	
Cedar Falls

	  	
Iowa

	  	
50613

	  	
3,514

	  	
Landau & Heyman of Iowa, Inc.

	  	
249 W 17th Street

	  	  	  	
New York

	  	
NY

	  	
10011


	
389

	  	
Wolfchase Galleria

	  	  	  	
Memphis

	  	
Tennessee

	  	
38133

	  	
3,450

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
390

	  	
Magnolia Mall

	  	  	  	
Florence

	  	
South Carolina

	  	
29501

	  	
3,002

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
391

	  	
Phillipsburg Mall

	  	  	  	
Phillipsburg

	  	
New Jersey

	  	
08865-4105

	  	
3,696

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
392

	  	
West Towne Mall

	  	  	  	
Madison

	  	
Wisconsin

	  	
53719-1069

	  	
3,050

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
393

	  	
Regency Mall

	  	  	  	
Racine

	  	
Wisconsin

	  	
53406-5052

	  	
3,450

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
394

	  	
Northgate Mall

	  	  	  	
Cincinnati

	  	
Ohio

	  	
45251

	  	
3,300

	  	
David Hocker

	  	
1901 Frederica Street

	  	  	  	
Owensboro

	  	
KY

	  	
42301


	
395

	  	
Brunswick Square

	  	  	  	
East Brunswick

	  	
New Jersey

	  	
8816

	  	
3,790

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
396

	  	
Easton Town Center

	  	  	  	
Columbus

	  	
Ohio

	  	
43219

	  	
3,673

	  	
Steiner and Associates, Inc.

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
397

	  	
Indian Mound Mall

	  	  	  	
Heath

	  	
Ohio

	  	
43056

	  	
3,953

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
398

	  	
Towne East Square

	  	  	  	
Wichita

	  	
Kansas

	  	
67207

	  	
3,100

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
399

	  	
Sikes Senter Mall

	  	  	  	
Wichita Falls

	  	
Texas

	  	
76308

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
440

	  	
Coral Ridge Mall

	  	  	  	
Coralville

	  	
Iowa

	  	
52241

	  	
3,401

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
441

	  	
Georgia Square Mall

	  	
Suite 212

	  	
Athens

	  	
Georgia

	  	
30606-3155

	  	
3,150

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
442

	  	
Mall of Abilene

	  	  	  	
Abilene

	  	
Texas

	  	
79606

	  	
3,339

	  	
Landau & Heyman

	  	
124 Johnson Ferry Rd

	  	  	  	
Atlanta

	  	
GA

	  	
30328


	
443

	  	
Great Mall of the Great Plains

	  	  	  	
Olathe

	  	
Kansas

	  	
66061

	  	
4,284

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
444

	  	
Central Mall

	  	  	  	
Fort Smith

	  	
Arkansas

	  	
72903

	  	
2,920

	  	
Warmack and Company, LLC

	  	
Central Mall

	  	  	  	
Fort Smith

	  	
AR

	  	
72903


	
445

	  	
Santa Rosa Mall

	  	
Suite 60

	  	
Mary Esther

	  	
Florida

	  	
32569

	  	
3,054

	  	
Jim Wilson

	  	
3500 Piedmont Road NE

	  	
Suite 600

	  	
Atlanta

	  	
GA

	  	
30305


	
446

	  	
Westwood Mall

	  	  	  	
Jackson

	  	
Michigan

	  	
49201

	  	
4,214

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
447

	  	
Eastwood Town Center

	  	  	  	
Lansing

	  	
Michigan

	  	
48912

	  	
3,600

	  	
Jeffery R. Anderson Realty

	  	
3805 Edwards Road

	  	
Suite 700

	  	
Cincinnati

	  	
OH

	  	
45209


	
448

	  	
Penn Square Mall

	  	  	  	
Oklahoma City

	  	
Oklahoma

	  	
73116

	  	
3,152

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
449

	  	
Louis Joliet Mall

	  	  	  	
Joliet

	  	
Illinois

	  	
60431

	  	
4,281

	  	
The Mills Corp

	  	
3340 Mall Loop

	  	  	  	
Joliet

	  	
IL

	  	
60431


	
450

	  	
Crossroads Center

	  	  	  	
St. Cloud

	  	
Minnesota

	  	
56301

	  	
4,021

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
451

	  	
University Mall

	  	  	  	
Carbondale

	  	
Illinois

	  	
62902

	  	
3,600

	  	
Landau & Heyman

	  	
120 South Riverside Plaza

	  	
Suite 1605

	  	
Chicago

	  	
IL

	  	
60606


	
452

	  	
West Valley Mall

	  	  	  	
Tracy

	  	
California

	  	
95304

	  	
3,498

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
453

	  	
Cape Cod Mall

	  	  	  	
Hyannis

	  	
Massachusetts

	  	
2601

	  	
3,862

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
454

	  	
Grand Traverse Mall

	  	  	  	
Traverse City

	  	
Michigan

	  	
49684

	  	
3,040

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606







 


 


 




  





  











  






 


 



	
455

	  	
Enfield

	  	  	  	
Enfield

	  	
Connecticut

	  	
6082

	  	
3,300

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
456

	  	
Lakeland Square Mall

	  	
RM 304

	  	
Lakeland

	  	
Florida

	  	
33809

	  	
3,200

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
457

	  	
Colony Square

	  	  	  	
Zanesvllle

	  	
Ohio

	  	
43701

	  	
2,659

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
458

	  	
Westshore Mall

	  	  	  	
Holland

	  	
Michigan

	  	
49424

	  	
3,053

	  	
Wilmorite

	  	
1265 Scottsville Road

	  	  	  	
Rochester

	  	
NY

	  	
14624


	
459

	  	
Towne Mall

	  	  	  	
Elizabethtown

	  	
Kentucky

	  	
42701

	  	
3,000

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
460

	  	
Janesville Mall

	  	  	  	
Janesville

	  	
Wisconsin

	  	
53545

	  	
3,418

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
461

	  	
West Park Mall

	  	
Suite 134

	  	
Cape Girardeau

	  	
Missouri

	  	
63703

	  	
3,811

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
462

	  	
Viewmont Mall

	  	  	  	
Scranton

	  	
Pennsylvania

	  	
18508-1305

	  	
3,300

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
463

	  	
Swansea Mall

	  	  	  	
Swansea

	  	
Massachusetts

	  	
2777

	  	
3,028

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
464

	  	
Bay City Mall

	  	  	  	
Bay City

	  	
Michigan

	  	
48706

	  	
3,410

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
465

	  	
Lansing Mall

	  	  	  	
Lansing

	  	
Michigan

	  	
48917

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
466

	  	
Lakeview Square Mall

	  	  	  	
Battle Creek

	  	
Michigan

	  	
49015

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
467

	  	
Governor's Square Mall

	  	  	  	
Clarksville

	  	
Tennessee

	  	
37042

	  	
3,720

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
468

	  	
Eastfield Mall

	  	  	  	
Springfield

	  	
Massachusetts

	  	
1129

	  	
3,470

	  	
Mountain Development Corp.

	  	
100 Delawanna Avenue

	  	
Suite 100

	  	
Clifton

	  	
NJ

	  	
7014


	
469

	  	
Northpark Mall

	  	
101 Rangeline Road

	  	
Joplin

	  	
Missouri

	  	
64801

	  	
3,167

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
470

	  	
Northgate Mall (TN)

	  	  	  	
Chattanooga

	  	
Tennessee

	  	
37415

	  	
3,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
471

	  	
Hulen Mall

	  	  	  	
Fort Worth

	  	
Texas

	  	
76132

	  	
2,909

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
472

	  	
Ridgemar Mall

	  	  	  	
Fort Worth

	  	
Texas

	  	
76116

	  	
2,982

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
473

	  	
Arsenal Mall

	  	  	  	
Watertown

	  	
Massachusetts

	  	
2472

	  	
3,809

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
474

	  	
Apache Mall

	  	  	  	
Rochester

	  	
Minnesota

	  	
55902

	  	
3,041

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
475

	  	
Anderson Mall

	  	  	  	
Anderson

	  	
South Carolina

	  	
29621

	  	
3,848

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
476

	  	
South Shore Plaza

	  	  	  	
Braintree

	  	
Massachusetts

	  	
2184

	  	
3,190

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
477

	  	
Northgate Mall (NC)

	  	  	  	
Raleigh

	  	
North Carolina

	  	
27701

	  	
2,747

	  	
Northgate Associates

	  	
P.O. Box 2476

	  	  	  	
Durham

	  	
NC

	  	
27715


	
478

	  	
Yorktown Mall

	  	  	  	
Lombard

	  	
Illinois

	  	
60148

	  	
2,835

	  	
Pehrson Long Associates

	  	
203 Yorktown Center

	  	  	  	
Lombard

	  	
IL

	  	
60148


	
479

	  	
Pecanland Mall

	  	  	  	
Monroe

	  	
Louisiana

	  	
71203

	  	
3,654

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
481

	  	
Park Place Mall

	  	  	  	
Tucson

	  	
Arizona

	  	
85711

	  	
3,174

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
482

	  	
Neshaminy Mall

	  	  	  	
Bensalem

	  	
Pennsylvania

	  	
19020

	  	
3,175

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
483

	  	
Triangle Town Center

	  	  	  	
Raleigh

	  	
North Carolina

	  	
27616

	  	
3,541

	  	
Jacobs Group

	  	
25425 Center Ridge Road

	  	  	  	
Cleveland

	  	
OH

	  	
44145


	
484

	  	
The Oaks Mall

	  	  	  	
Gainsville

	  	
Florida

	  	
32605

	  	
3,349

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
485

	  	
Collin Creek Mall

	  	  	  	
Piano

	  	
Texas

	  	
75075

	  	
3,531

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
486

	  	
Colonial Mall at Auburn

	  	  	  	
Auburn

	  	
Alabama

	  	
36830

	  	
3,538

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
487

	  	
Carolina Place Mall

	  	  	  	
Pineville

	  	
North Carolina

	  	
28134

	  	
2,997

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
488

	  	
The Parks at Arlington

	  	
#2206

	  	
Arlington

	  	
Texas

	  	
76015-4194

	  	
3,330

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
489

	  	
Towne Square Mall

	  	  	  	
Owensboro

	  	
Kentucky

	  	
42301

	  	
3,674

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
490

	  	
Prime Outlets of Grove City

	  	  	  	
Grove City

	  	
Pennsylvania

	  	
16127

	  	
4,749

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
491

	  	
Prime Outlets of Hagerstown

	  	  	  	
Hagerstown

	  	
Maryland

	  	
21740

	  	
5,063

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
492

	  	
San Marcos Outlet Stores

	  	
Suite 450

	  	
San Marcos

	  	
Texas

	  	
78666-5957

	  	
5,764

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
493

	  	
Rehoboth Outlets

	  	  	  	
Rehoboth Beach

	  	
Delaware

	  	
19971

	  	
5,000

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
494

	  	
Valley Mall

	  	
Attention: Mall Management

	  	
Harrisonburg

	  	
Virginia

	  	
22801

	  	
3,200

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
506

	  	
Shenango Valley Mall

	  	  	  	
Hermitage

	  	
Pennsylvania

	  	
16148

	  	
3,600

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
507

	  	
Greenwood Mall

	  	  	  	
Bowling Green

	  	
Kentucky

	  	
42104

	  	
3,584

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
508

	  	
Myrtle Beach Outlet

	  	  	  	
Myrtle Beach

	  	
South Carolina

	  	
29579

	  	
5,040

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
509

	  	
Pleasant Prairie Outlets

	  	  	  	
Kenosha

	  	
Wisconsin

	  	
53158

	  	
3,600

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
510

	  	
Jeffersonville

	  	  	  	
Jeffersonville

	  	
Ohio

	  	
43128

	  	
4,976

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
511

	  	
Prime Outlets Brich Run

	  	  	  	
Birch Run

	  	
Michigan

	  	
48415

	  	
6,000

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
512

	  	
Prime Outlets Niagara

	  	  	  	
Niagara Falls

	  	
New York

	  	
14304

	  	
3,874

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
515

	  	
Waterloo Outlets

	  	  	  	
Waterloo

	  	
New York

	  	
13165

	  	
6,000

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
516

	  	
Huntley Outlets

	  	  	  	
Huntley

	  	
Illinois

	  	
60149

	  	
5,104

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
517

	  	
New River Valley Mall

	  	  	  	
Christiansburg

	  	
Virginia

	  	
24073-6506

	  	
3,542

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
518

	  	
Crossroads Mall

	  	  	  	
Portage

	  	
Michigan

	  	
49024

	  	
3,271

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
519

	  	
Wyoming Valley Mall

	  	  	  	
Wilkes Barre

	  	
Pennsylvania

	  	
18702

	  	
3,385

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
520

	  	
Virginia Center Commons

	  	  	  	
Glen Allen

	  	
Virginia

	  	
23059

	  	
2,809

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
521

	  	
Geneva Center Commons

	  	  	  	
Geneva

	  	
Illinois

	  	
60134

	  	
3,600

	  	
Jeffery R. Anderson Realty

	  	
3805 Edwards Road

	  	
Suite 700

	  	
Cincinnati

	  	
OH

	  	
45209


	
522

	  	
Southridge Mall

	  	  	  	
Greendale

	  	
Wisconsin

	  	
53129

	  	
4,500

	  	
The Mills Corp

	  	
5425 Wisconsin Avenue

	  	
Suite 500

	  	
Chevey Chase

	  	
MD

	  	
20815


	
523

	  	
Tulsa Promenade

	  	  	  	
Tulsa

	  	
Oklahoma

	  	
74135

	  	
3,682

	  	
Coyote Management LP

	  	
16475 Dallas Parkway

	  	
Suite 250

	  	
Addison

	  	
TX

	  	
75001


	
524

	  	
Esplanade Mall

	  	  	  	
Kenner

	  	
Louisiana

	  	
70065

	  	
3,274

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
525

	  	
Kirkwood Mall

	  	  	  	
Bismark

	  	
North Dakota

	  	
58504

	  	
4,284

	  	
The Mills Corp

	  	
7th Street and Bismark Exp

	  	  	  	
Bismark

	  	
ND

	  	
58504


	
526

	  	
Grapevine Mills Mall

	  	  	  	
Grapevine

	  	
Texas

	  	
76051

	  	
2,803

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
527

	  	
Golden East Crossing

	  	  	  	
Rocky Mount

	  	
North Carolina

	  	
27804

	  	
2,606

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
528

	  	
Sarasota Square

	  	  	  	
Sarasota

	  	
Florida

	  	
34238

	  	
3,389

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
529

	  	
Green Tree Mall

	  	  	  	
Clarksville

	  	
Indiana

	  	
47129

	  	
3,000

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
530

	  	
Columbia Mall (MO)

	  	  	  	
Columbia

	  	
Missouri

	  	
65203

	  	
3,003

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
531

	  	
Quintard Mall

	  	  	  	
Oxford

	  	
Alabama

	  	
36203

	  	
3,515

	  	
Grimmer Realty Company

	  	
200 Green Springs Highway

	  	  	  	
Birmingham

	  	
AL

	  	
35209


	
532

	  	
Huntington Mall

	  	  	  	
Barboursville

	  	
West Virginia

	  	
25504

	  	
3,566

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
533

	  	
Northtown Mall

	  	  	  	
Spokane

	  	
Washington

	  	
99207

	  	
3,067

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
534

	  	
Southwest Plaza

	  	  	  	
Littleton

	  	
Colorado

	  	
80123

	  	
3,828

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
535

	  	
Bellis Fair Mall

	  	  	  	
Bellingham

	  	
Washington

	  	
98226

	  	
3,426

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
536

	  	
Patrick Henry Mall

	  	  	  	
New Port News

	  	
Virginia

	  	
23602

	  	
3,434

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
537

	  	
The Citadel Mall

	  	  	  	
Colorado Springs

	  	
Colorado

	  	
80909

	  	
3,848

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
538

	  	
North East Mall

	  	  	  	
Hurst

	  	
Texas

	  	
76053

	  	
3,199

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
539

	  	
Alderwood Mall

	  	  	  	
Lynnwood

	  	
Washington

	  	
98037

	  	
3,132

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
540

	  	
Kitsap Mall

	  	  	  	
Silverdale

	  	
Washington

	  	
98383

	  	
3,500

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
541

	  	
South Hill Mall

	  	  	  	
Puyallup

	  	
Washington

	  	
98373

	  	
3,382

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
542

	  	
Arbor Lakes Mall

	  	  	  	
Maple Grove

	  	
Minnesota

	  	
55369

	  	
3,620

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
543

	  	
Vancouver Mall

	  	  	  	
Vancouver

	  	
Washington

	  	
98662

	  	
3,210

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
544

	  	
Bay Park Square

	  	  	  	
Green Bay

	  	
Wisconsin

	  	
54304

	  	
3,527

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
545

	  	
Country Side Mall

	  	  	  	
Clearwater

	  	
Florida

	  	
33761

	  	
3,349

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
546

	  	
Fox River Mall

	  	  	  	
Appleton

	  	
Wisconsin

	  	
54913

	  	
4,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
547

	  	
Columbia Mall

	  	  	  	
Grand Forks

	  	
North Dakota

	  	
58201

	  	
3,309

	  	
The Mills Corp

	  	
257 E Main Street

	  	  	  	
Barrington

	  	
IL

	  	
60010


	
548

	  	
Lima Mall

	  	  	  	
Lima

	  	
Ohio

	  	
45805

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204












 


 




  





  











  






 


 


 



	
549

	  	
Valley View Mall-WI

	  	  	  	
LaCrosse

	  	
Wisconsin

	  	
54601

	  	
3,422

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
550

	  	
Post Oak Mall

	  	  	  	
College Station

	  	
Texas

	  	
77840

	  	
3,785

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
551

	  	
Midland Mall

	  	
Pay rent for 3800 sqft, sp

	  	
Midland

	  	
Michigan

	  	
48642

	  	
3,800

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
552

	  	
Moorestown Mall

	  	  	  	
Moorestown

	  	
New Jersey

	  	
8057

	  	
3,000

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
553

	  	
Carolina Mall

	  	  	  	
Concord

	  	
North Carolina

	  	
28025

	  	
3,418

	  	
Hull Storey Retail Group

	  	
3632 Wheeler Road

	  	  	  	
Augusta

	  	
GA

	  	
30909


	
554

	  	
Valley West Mall

	  	  	  	
West DeMoines

	  	
Iowa

	  	
50266

	  	
3,880

	  	
Watson Centers

	  	
3100 W Lake Street

	  	
Suite 420

	  	
Minneapolis

	  	
MN

	  	
55416


	
555

	  	
Cordova Mall

	  	  	  	
Pensacola

	  	
Florida

	  	
32504

	  	
3,999

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
556

	  	
Mall of the Bluffs

	  	  	  	
Council Bluffs

	  	
Iowa

	  	
51503

	  	
3,571

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
557

	  	
Quail Springs

	  	  	  	
Oklahoma City

	  	
Oklahoma

	  	
73134

	  	
3,333

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
558

	  	
Towne West Square

	  	  	  	
Wichita

	  	
Kansas

	  	
67209

	  	
3,180

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
559

	  	
Eastdale Mall

	  	  	  	
Montgomery

	  	
Alabama

	  	
36117

	  	
3,395

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
560

	  	
North Point Mall

	  	  	  	
Alpharetta

	  	
Georgia

	  	
30022

	  	
3,596

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
561

	  	
Altamonte Mall

	  	  	  	
Altamonte Springs

	  	
Florida

	  	
32701

	  	
3,552

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
562

	  	
Foothills Mall

	  	  	  	
Fort Collins

	  	
Colorado

	  	
80525

	  	
3,188

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
563

	  	
Vista Ridge Mall

	  	  	  	
Lewisville

	  	
Texas

	  	
75067

	  	
2,762

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
564

	  	
Ridgedale Mall

	  	  	  	
Minnetonka

	  	
Minnesota

	  	
55305

	  	
3,481

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
565

	  	
North Star Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78216

	  	
4,620

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
566

	  	
Memorial City Mall

	  	  	  	
Houston

	  	
Texas

	  	
77027

	  	
3,458

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
567

	  	
Empire Mali

	  	  	  	
Sioux Falls

	  	
South Dakota

	  	
57106

	  	
3,409

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
568

	  	
Southern Hills Mall

	  	  	  	
Sioux City

	  	
Iowa

	  	
51106

	  	
3,561

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
569

	  	
Oglethorpe Mall

	  	  	  	
Savannah

	  	
Georgia

	  	
31406

	  	
3,580

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
570

	  	
Southlake Mall

	  	  	  	
Morrow

	  	
Georgia

	  	
30260

	  	
4,121

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
571

	  	
Millcreek Mall

	  	  	  	
Erie

	  	
Pennsylvania

	  	
16565

	  	
3,708

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
572

	  	
Vintage Faire Mall

	  	  	  	
Modesto

	  	
California

	  	
95356

	  	
3,776

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
573

	  	
Wiregrass Commons

	  	  	  	
Dothan

	  	
Alabama

	  	
36303

	  	
3,407

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
574

	  	
Westgate Mall

	  	  	  	
Spartanburg

	  	
South Carolina

	  	
29301

	  	
4,191

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
575

	  	
Deerbrook Mall

	  	  	  	
Humble

	  	
Texas

	  	
77338

	  	
3,090

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
576

	  	
Colonial Mall Valdosta

	  	  	  	
Valdosta

	  	
Georgia

	  	
31601

	  	
3,371

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
577

	  	
Parkway Place Mall

	  	  	  	
Huntsville

	  	
Alabama

	  	
35801

	  	
3,545

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
578

	  	
Francis Scott Key Mall

	  	  	  	
Frederick

	  	
Maryland

	  	
21703

	  	
4,089

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
579

	  	
Tanger Five Oaks

	  	  	  	
Sevierville

	  	
Tennessee

	  	
37862

	  	
3,550

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
580

	  	
Prime Outlets Ellenton

	  	  	  	
Ellenton

	  	
Florida

	  	
34222

	  	
4,118

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
581

	  	
Prime Outlets at Gaffney

	  	  	  	
Gaffney

	  	
South Carolina

	  	
29341

	  	
3,514

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
582

	  	
Tanger Outlet Center in Foley

	  	
see letter 12/22/03 for l

	  	
Foley

	  	
Alabama

	  	
36535

	  	
5,240

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
583

	  	
Gettysburg Outlet

	  	  	  	
Gettysburg

	  	
Pennsylvania

	  	
17325

	  	
3,600

	  	
Delancey Realty Services

	  	
718 Arch Street

	  	
Suite 400

	  	
Philadelphia

	  	
PA

	  	
19106


	
584

	  	
Woodland Hills Mall

	  	  	  	
Tulsa

	  	
Oklahoma

	  	
74133

	  	
3,531

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
585

	  	
Valley River Mall

	  	  	  	
Eugene

	  	
Oregon

	  	
97401

	  	
3,500

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
586

	  	
Dakota Square

	  	
Paying 7% of sales until $

	  	
Minot

	  	
North Dakota

	  	
58701

	  	
3,393

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
587

	  	
South Plains Mall

	  	  	  	
Lubbock

	  	
Texas

	  	
79414

	  	
3,590

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
588

	  	
Rivercenter Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78205

	  	
3,558

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
589

	  	
Lakeline Mall

	  	  	  	
Cedar Park

	  	
Texas

	  	
78613

	  	
2,986

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
590

	  	
Tuttle Crossing

	  	  	  	
Dublin

	  	
Ohio

	  	
43016

	  	
3,013

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
591

	  	
Lakeforest Mall

	  	  	  	
Gaithersburg

	  	
Maryland

	  	
20877

	  	
3,162

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
592

	  	
Clackamas Town Center

	  	  	  	
Portland

	  	
Oregon

	  	
97086

	  	
3,390

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
593

	  	
Fort Henry Mall

	  	  	  	
Kingsport

	  	
Tennessee

	  	
37664

	  	
2,880

	  	
Boardwalk Management Company, Inc.

	  	
31640 US Highway 19 N

	  	
Suite 1

	  	
Palm Harbor

	  	
FL

	  	
34684


	
594

	  	
Regency Square Mall

	  	  	  	
Florence

	  	
Alabama

	  	
35630

	  	
3,500

	  	
Hull Storey Retail Group

	  	
3632 Wheeler Road

	  	  	  	
Augusta

	  	
GA

	  	
30909


	
595

	  	
Eastridge Mall

	  	  	  	
Gastonia

	  	
North Carolina

	  	
28054

	  	
2,870

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
596

	  	
Acadiana Mall

	  	  	  	
Lafayette

	  	
Louisiana

	  	
70503

	  	
2,984

	  	
Lafayette Associates

	  	
2690 Crooks Rd

	  	
Suite 400

	  	
Troy

	  	
Ml

	  	
48084


	
597

	  	
Spotsylvania Mall

	  	
For calculation purposes

	  	
Fredericksburg

	  	
Virginia

	  	
22407

	  	
3,563

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
596

	  	
Rushmore Mall

	  	  	  	
Rapid City

	  	
South Dakota

	  	
57701

	  	
3,393

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
599

	  	
Tanger Branson

	  	  	  	
Branson

	  	
Missouri

	  	
65616

	  	
3,345

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
600

	  	
Castle Rock Outlets

	  	  	  	
Castle Rock

	  	
Colorado

	  	
80106

	  	
4,718

	  	
Craig Realty Group

	  	
1500 Quail Street

	  	
Suite 100

	  	
Newport Beach

	  	
CA

	  	
92660


	
601

	  	
Silver Sand Outlet Center

	  	  	  	
Destin

	  	
Florida

	  	
32550

	  	
3,852

	  	
Howard Group

	  	
185 Grand Blvd

	  	
Suite 100

	  	
Sandestin

	  	
FL

	  	
32550


	
602

	  	
Northpark Mall

	  	  	  	
Ridgeland

	  	
Mississippi

	  	
39157

	  	
3,753

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
603

	  	
Tyrone Square

	  	  	  	
St. Petersburg

	  	
Florida

	  	
33710

	  	
3,500

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
604

	  	
West Acres

	  	  	  	
Fargo

	  	
North Dakota

	  	
58103

	  	
3,318

	  	
West Acres Development

	  	
P.O. Box 9978

	  	  	  	
Fargo

	  	
ND

	  	
58106


	
605

	  	
University Mall

	  	  	  	
Tampa Bay

	  	
Florida

	  	
33612

	  	
4,026

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
606

	  	
Oakridge Mall

	  	  	  	
San Jose

	  	
California

	  	
95123

	  	
3,065

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
607

	  	
Desert Ridge Mall

	  	  	  	
Phoenix

	  	
Arizona

	  	
85050

	  	
3,550

	  	
Vestar Development

	  	
2425 E Camelback Road

	  	
Siute 750

	  	
Phoenix

	  	
AZ

	  	
85016


	
608

	  	
Florida Mall

	  	  	  	
Orlando

	  	
Florida

	  	
32809

	  	
3,077

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
609

	  	
The Maine Mall Outlets

	  	  	  	
Kittery

	  	
Maine

	  	
3904

	  	
3,203

	  	
Ram Management Company

	  	
200 US RT 1

	  	
Suite 200

	  	
Scarborough

	  	
ME

	  	
4074


	
611

	  	
Coastal Grand Mall

	  	  	  	
Myrtle Beach

	  	
South Carolina

	  	
29577

	  	
3,360

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
612

	  	
Superstition Springs Mall

	  	  	  	
Mesa

	  	
Arizona

	  	
85206

	  	
3,310

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
613

	  	
Tanger Williamsburg (IA)

	  	  	  	
Williamsburg

	  	
Iowa

	  	
52361

	  	
5,000

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
614

	  	
Wheaton Mall

	  	  	  	
Silver Spring

	  	
Maryland

	  	
20902

	  	
3,650

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
615

	  	
St. Augustine Outlets

	  	  	  	
St. Augustine

	  	
Florida

	  	
32092

	  	
3,900

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
616

	  	
Johnson Creek

	  	  	  	
Johnson Creek

	  	
Wisconsin

	  	
53038

	  	
4,000

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
617

	  	
Plaza Camino Real

	  	  	  	
Carlsbad

	  	
California

	  	
92008

	  	
3,860

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
618

	  	
Berkeley Mall

	  	  	  	
Goldsboro

	  	
North Carolina

	  	
27534

	  	
3,782

	  	
Faison

	  	
720 S. Lafayette Street

	  	  	  	
Shelby

	  	
NC

	  	
28150


	
619

	  	
Center at Salisbury

	  	  	  	
Salisbury

	  	
Maryland

	  	
21801

	  	
3,100

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
620

	  	
Barton Creek Mall

	  	  	  	
Austin

	  	
Texas

	  	
78746

	  	
3,615

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
621

	  	
Brandon Town Center

	  	  	  	
Brandon

	  	
Florida

	  	
3351

	  	
3,081

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
622

	  	
North County Fair Mall

	  	  	  	
Escondido

	  	
California

	  	
92025

	  	
4,117

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
623

	  	
Jacksonville Mall

	  	  	  	
Jacksonville

	  	
North Carolina

	  	
28546

	  	
3,015

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
624

	  	
Katy Mills

	  	  	  	
Katy

	  	
Texas

	  	
77494

	  	
3,213

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
625

	  	
Citrus Park Mall

	  	  	  	
Tampa

	  	
Florida

	  	
33625

	  	
3,783

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
626

	  	
Westgate Mall

	  	  	  	
Amarillo

	  	
Texas

	  	
79121-0140

	  	
3,500

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
627

	  	
Mission Valley Mall

	  	  	  	
San Diego

	  	
California

	  	
92108

	  	
3,146

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
628

	  	
Towson Town Center

	  	  	  	
Towson

	  	
Maryland

	  	
21204

	  	
3,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
629

	  	
Parkway Plaza

	  	  	  	
El Cajon

	  	
California

	  	
92020

	  	
3,981

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025







 


 


 




  





  











  






 


 



	
630

	  	
Cortana Mall

	  	  	  	
Baton Rouge

	  	
Louisiana

	  	
70815

	  	
3,500

	  	
Mall Prop

	  	
654 Madison Avenue

	  	  	  	
New York

	  	
NY

	  	
10021


	
631

	  	
Southland Mall

	  	  	  	
Houma

	  	
Louisiana

	  	
70364

	  	
3,510

	  	
Sizeler Properties

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
632

	  	
Belmar Mall

	  	  	  	
Lakewood

	  	
Colorado

	  	
80226

	  	
3,538

	  	
Continuum Property Management Co.

	  	
405 S. Teller St

	  	  	  	
Denver

	  	
CO

	  	
80226


	
633

	  	
Chandler Fashion Center

	  	  	  	
Chandler

	  	
Arizona

	  	
85226

	  	
3,072

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
634

	  	
Panama City

	  	  	  	
Panama City

	  	
Florida

	  	
32405

	  	
2,804

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
635

	  	
Mall St Vincent

	  	  	  	
Shreveport

	  	
Louisiana

	  	
71104

	  	
3,214

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
636

	  	
St Louis Mills

	  	  	  	
Hazelwood

	  	
Missouri

	  	
63042

	  	
3,692

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
637

	  	
Chico Mall

	  	  	  	
Chico

	  	
California

	  	
95928

	  	
3,130

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
638

	  	
Battlefield Mall

	  	  	  	
Springfield

	  	
Missouri

	  	
65804

	  	
4,568

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
639

	  	
Clifton Park Mall

	  	  	  	
Clifton Park

	  	
New York

	  	
12065

	  	
3,400

	  	
The Mills Corp

	  	
900 N Michigan Avenue

	  	
Suite 1300

	  	
Chicago

	  	
IL

	  	
60611


	
640

	  	
Cumberland Mall

	  	  	  	
Vineland

	  	
New Jersey

	  	
8360

	  	
2,994

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
641

	  	
Chapel Hills Mall (CO)

	  	  	  	
Colorado Springs

	  	
Colorado

	  	
80920

	  	
3,547

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
642

	  	
Paddock Mall

	  	  	  	
Ocala

	  	
Florida

	  	
34474

	  	
3,575

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
643

	  	
Richmond Square

	  	  	  	
Richmond

	  	
Indiana

	  	
47374

	  	
4,332

	  	
Landau & Heyman

	  	
249 W 17th Street

	  	  	  	
New York

	  	
NY

	  	
10011


	
644

	  	
East Towne Mall

	  	  	  	
Madison

	  	
Wisconsin

	  	
53704

	  	
3,800

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
645

	  	
Indiana Mall

	  	  	  	
Indiana

	  	
Pennsylvania

	  	
15701

	  	
3,341

	  	
Zamias

	  	
300 Market Street

	  	  	  	
Johnstown

	  	
PA

	  	
15901


	
646

	  	
Markland Mall

	  	  	  	
Kokomo

	  	
Indiana

	  	
46902

	  	
3,480

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
647

	  	
Colorado Mills

	  	  	  	
Lakewood

	  	
Colorado

	  	
80401

	  	
3,467

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
648

	  	
Salem Center

	  	  	  	
Salem

	  	
Oregon

	  	
97301

	  	
3,537

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
649

	  	
Jordan Creek Mall

	  	  	  	
Des Moines

	  	
Iowa

	  	
50266

	  	
3,149

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
650

	  	
Sooner Mall

	  	  	  	
Norman

	  	
Oklahoma

	  	
73072

	  	
3,485

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
651

	  	
Albertville Outlets

	  	  	  	
Albertville

	  	
Minnesota

	  	
55301

	  	
4,500

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
652

	  	
Arrowhead Town Center

	  	  	  	
Glendale

	  	
Arizona

	  	
85038

	  	
3,013

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
653

	  	
Lighthouse Outlets

	  	  	  	
Michigan City

	  	
Indiana

	  	
46360

	  	
4,879

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
654

	  	
Plaza Bonita

	  	  	  	
National City

	  	
California

	  	
91950

	  	
4,064

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
655

	  	
Colonial Mall Decatur

	  	  	  	
Decatur

	  	
Alabama

	  	
35601

	  	
3,235

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
656

	  	
Brookwood Village

	  	  	  	
Birmingham

	  	
Alabama

	  	
35209

	  	
3,610

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
657

	  	
Baybrook Mall

	  	  	  	
Friendswood

	  	
Texas

	  	
77546

	  	
3,482

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
658

	  	
Regency Square Mall (VA)

	  	  	  	
Richmond

	  	
Virginia

	  	
23229

	  	
3,052

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
659

	  	
Algonquin Commons

	  	  	  	
Algonquin

	  	
Illinois

	  	
60102

	  	
3,600

	  	
Jeffery R. Anderson Realty

	  	
3805 Edwards Road

	  	
Suite 700

	  	
Cincinnati

	  	
OH

	  	
45209


	
660

	  	
Spokane Valley Mall

	  	  	  	
Spokane

	  	
Washington

	  	
99216

	  	
3,891

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
661

	  	
Golden Triangle Mall

	  	  	  	
Denton

	  	
Texas

	  	
76205

	  	
3,554

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
662

	  	
Central Mall (TX)

	  	  	  	
Texarkana

	  	
Texas

	  	
75503

	  	
3,199

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
663

	  	
Prime Outlet Williamsburg

	  	  	  	
Williamsburg

	  	
Virginia

	  	
23188

	  	
4,118

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
664

	  	
Adrian Mall

	  	  	  	
Adrian

	  	
Michigan

	  	
49221

	  	
3,434

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
665

	  	
Mall at Wellington Green

	  	  	  	
Wellington

	  	
Florida

	  	
33414

	  	
2,866

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
667

	  	
Victor Valley Mall

	  	  	  	
Victorville

	  	
California

	  	
92393

	  	
3,165

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
668

	  	
Cincinnati Mills

	  	  	  	
Cincinnati

	  	
Ohio

	  	
45240

	  	
3,426

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
669

	  	
Shoppes at Grand Prairie

	  	  	  	
Peoria

	  	
Illinois

	  	
61615

	  	
3,574

	  	
Culian Properties

	  	
211 Fulton Street

	  	
Suite 700

	  	
Pearia

	  	
IL

	  	
61602


	
670

	  	
Clay Terrace Mall

	  	  	  	
Carmel

	  	
Indiana

	  	
21740

	  	
2,832

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
671

	  	
Old Hickory Mall

	  	  	  	
Jackson

	  	
Tennessee

	  	
38305

	  	
3,928

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
672

	  	
Zona Rosa Mall

	  	  	  	
Kansas City

	  	
Missouri

	  	
64153

	  	
3,595

	  	
Steiner and Associates, Inc.

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
673

	  	
Valley Plaza Mall

	  	  	  	
Bakersfield

	  	
California

	  	
93304

	  	
3,570

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
674

	  	
Chautauqua Mall

	  	  	  	
Lakewood

	  	
New York

	  	
14750

	  	
3,478

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
675

	  	
Ingram Park Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78238

	  	
3,480

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
676

	  	
Richland Mall

	  	  	  	
Waco

	  	
Texas

	  	
76710

	  	
3,500

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
677

	  	
Broadway Mall

	  	  	  	
Hicksville

	  	
New York

	  	
11801

	  	
4,014

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
678

	  	
Northgate Mall (WA)

	  	  	  	
Seattle

	  	
Washington

	  	
98125

	  	
3,621

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
679

	  	
Melbourne Square Mall

	  	  	  	
Melbourne

	  	
Florida

	  	
32904

	  	
3,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
680

	  	
Greenbrier Mall

	  	  	  	
Chesapeake

	  	
Virginia

	  	
23320

	  	
3,502

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
681

	  	
Galleria at Dallas

	  	  	  	
Dallas

	  	
Texas

	  	
75240

	  	
3,200

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
682

	  	
Treasure Coast Mall

	  	  	  	
Jensen Beach

	  	
Florida

	  	
34957

	  	
2,663

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
683

	  	
Tanger Howell

	  	  	  	
Howell

	  	
Michigan

	  	
48855

	  	
4,500

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
684

	  	
Coastland Mall

	  	  	  	
Naples

	  	
Florida

	  	
34102

	  	
3,644

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
685

	  	
Edgewater Mall

	  	  	  	
Biloxi

	  	
Mississippi

	  	
39531

	  	
4,235

	  	
Jim Wilson

	  	
3500 Piedmont Road NE

	  	
Suite 600

	  	
Atlanta

	  	
GA

	  	
30305


	
686

	  	
Broadway Square

	  	  	  	
Tyler

	  	
Texas

	  	
75703

	  	
3,630

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
687

	  	
Osage Beach Outlets

	  	  	  	
Osage Beach

	  	
Missouri

	  	
65065

	  	
4,518

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
688

	  	
Imperial Valley Mall

	  	  	  	
El Centra

	  	
California

	  	
92243

	  	
3,958

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
689

	  	
Mall at Barnes Crossing

	  	  	  	
Tupelo

	  	
Mississippi

	  	
38804

	  	
3,575

	  	
David Hocker

	  	
1901 Frederica Street

	  	  	  	
Owensboro

	  	
KY

	  	
42301


	
690

	  	
Valley Mall (MD)

	  	  	  	
Hagerstown

	  	
Maryland

	  	
21740

	  	
3,025

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
691

	  	
Orange Park Mall

	  	  	  	
Orange Park

	  	
Florida

	  	
32073

	  	
3,127

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
692

	  	
Sunland Park Mall

	  	  	  	
El Paso

	  	
Texas

	  	
79912

	  	
3,407

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
693

	  	
Northwest Arkansas Mall

	  	  	  	
Fayetteville

	  	
Arkansas

	  	
72703

	  	
3,536

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
694

	  	
Flatiron Crossing

	  	
Suite 5555

	  	
Broomfield

	  	
Colorado

	  	
80021

	  	
3,600

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
695

	  	
Parkdale Mall

	  	  	  	
Beaumont

	  	
Texas

	  	
77706

	  	
3,004

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
696

	  	
Charlottesville Mall

	  	  	  	
Charlottesville

	  	
Virginia

	  	
22901

	  	
2,816

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
697

	  	
Houston Galleria

	  	  	  	
Houston

	  	
Texas

	  	
77056

	  	
3,297

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
698

	  	
The Avenues

	  	  	  	
Jacksonville

	  	
Florida

	  	
32256

	  	
3,842

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
699

	  	
Sawgrass Mills Mall

	  	  	  	
Sunrise

	  	
Florida

	  	
33323

	  	
3,326

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
700

	  	
Oak View Mall

	  	  	  	
Omaha

	  	
Nebraska

	  	
68144

	  	
3,344

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
701

	  	
First Colony

	  	  	  	
Sugarland

	  	
Texas

	  	
77479

	  	
3,762

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
702

	  	
Lufkin Mall

	  	  	  	
Lufkin

	  	
Texas

	  	
75901

	  	
3,156

	  	
The Mills Corp

	  	
900 N Michigan Avenue

	  	
Suite 1300

	  	
Chicago

	  	
IL

	  	
60611


	
703

	  	
Southdale Center

	  	  	  	
Edina

	  	
Minnesota

	  	
55435

	  	
3,897

	  	
The Mills Corp

	  	
10 Southdale Center

	  	  	  	
Edina

	  	
MN

	  	
55435


	
704

	  	
Hampshire Mall

	  	  	  	
Hadley

	  	
Massachusetts

	  	
1035

	  	
3,250

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
705

	  	
Coronado Mall

	  	  	  	
Alburquerque

	  	
New Mexico

	  	
87110

	  	
3,454

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
706

	  	
Capital Mall

	  	  	  	
Olympia

	  	
Washington

	  	
98502

	  	
3,240

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
707

	  	
College Square Mall

	  	  	  	
Morristown

	  	
Tennessee

	  	
37813

	  	
4,027

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
708

	  	
Boynton Beach

	  	  	  	
Boynton Beach

	  	
Florida

	  	
33426

	  	
3,314

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
710

	  	
Aviation Mall

	  	  	  	
Queensbury

	  	
New York

	  	
12804

	  	
3,400

	  	
Pyramid

	  	
4 Clinton Square

	  	  	  	
Syracuse

	  	
NY

	  	
13202


	
711

	  	
Paradise Valley Mall

	  	  	  	
Phoenix

	  	
Arizona

	  	
85032

	  	
3,500

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401







 


 


 




  





  











  






 


 


 



	
712

	  	
Clinton Crossings Outlet

	  	  	  	
Clinton

	  	
Connecticut

	  	
6413

	  	
4,052

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
713

	  	
Edinburgh Outlets

	  	  	  	
Edinburgh

	  	
Indiana

	  	
46124

	  	
6,074

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
714

	  	
Saint Louis Galleria

	  	  	  	
St. Loius

	  	
Missouri

	  	
63117

	  	
3,663

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
715

	  	
Valencia Town Center

	  	  	  	
Valencia

	  	
California

	  	
91355

	  	
3,289

	  	
The Mills Corp

	  	
24201 W Valencia Blvd

	  	
Suite 150

	  	
Valencia

	  	
CA

	  	
91355


	
716

	  	
Frenchtown Square

	  	  	  	
Monroe

	  	
Michigan

	  	
48162

	  	
2,976

	  	
Cafaro

	  	
2445 Belmont Ave

	  	  	  	
Youngstown

	  	
OH

	  	
44504


	
717

	  	
Ontario Mills

	  	  	  	
Ontario

	  	
California

	  	
91764

	  	
3,769

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
718

	  	
Montgomery Mall (MD)

	  	  	  	
Bethesda

	  	
Maryland

	  	
20817

	  	
3,500

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
719

	  	
Chicago Outlets

	  	  	  	
Aurora

	  	
Illinois

	  	
60504

	  	
4,459

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
720

	  	
Wrentham Outlets

	  	  	  	
Wrentham

	  	
Massachusetts

	  	
2093

	  	
3,531

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
721

	  	
Desoto Square

	  	  	  	
Bradenton

	  	
Florida

	  	
34205

	  	
3,130

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
722

	  	
The Crossings Outlets

	  	  	  	
Tannersville

	  	
Pennsylvania

	  	
18372

	  	
3,000

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
723

	  	
Petaluma Outlets

	  	  	  	
Petaluma

	  	
California

	  	
94952

	  	
4,453

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
724

	  	
Alexandria Mall

	  	  	  	
Alexandria

	  	
Louisiana

	  	
71301

	  	
3,740

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
725

	  	
Burlington Square Mall

	  	  	  	
Burlington

	  	
North Carolina

	  	
27215

	  	
3,000

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
726

	  	
Aurora Outlets

	  	  	  	
Aurora

	  	
Ohio

	  	
44202

	  	
4,043

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
727

	  	
The Woodlands Mall

	  	  	  	
The Woodlands

	  	
Texas

	  	
77380

	  	
3,510

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
728

	  	
LaPlaza Mall

	  	  	  	
McAllen

	  	
Texas

	  	
78503

	  	
3,625

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
729

	  	
Fair Oaks Mall

	  	  	  	
Fairfax

	  	
Virginia

	  	
22033

	  	
3,695

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
730

	  	
Chula Vista Mall

	  	  	  	
Chula Vista

	  	
California

	  	
91910

	  	
3,040

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
731

	  	
Rogue Valley Mall

	  	  	  	
Medford

	  	
Oregon

	  	
97501

	  	
2,895

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
732

	  	
Boise Town Square

	  	  	  	
Boise

	  	
Idaho

	  	
83704

	  	
3,540

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
733

	  	
Lakeside Mall

	  	  	  	
Metairie

	  	
Louisiana

	  	
70002

	  	
3,643

	  	
Lakeside Mall

	  	
3301 Veteran's Memorial Blvd

	  	  	  	
Metairie

	  	
LA

	  	
70002


	
734

	  	
Crabtree Valley Mall

	  	  	  	
Raliegh

	  	
North Carolina

	  	
27612

	  	
3,551

	  	
Plaza Associates

	  	
4325 Glentown Avenue

	  	  	  	
Raleigh

	  	
NC

	  	
27612


	
735

	  	
The Meadows Malt

	  	  	  	
Las Vegas

	  	
Nevada

	  	
89107

	  	
3,690

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
736

	  	
Galleria at Tyler

	  	  	  	
Riverside

	  	
California

	  	
32503

	  	
3,403

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
737

	  	
Sunrise Mall (TX)

	  	  	  	
Brownsville

	  	
Texas

	  	
78256

	  	
3,431

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
738

	  	
Peachtree Mall

	  	  	  	
Columbus

	  	
Georgia

	  	
31909

	  	
3,800

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
739

	  	
Woodbury Commons

	  	  	  	
Central Valley

	  	
New York

	  	
10917

	  	
4,214

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
740

	  	
Atlantic City Outlets

	  	  	  	
Atlantic City

	  	
New Jersey

	  	
8401

	  	
5,100

	  	
Cordish Company

	  	
601 East Pratt St

	  	
6th Floor

	  	
Baltimore

	  	
MD

	  	
21202


	
741

	  	
Las Americas

	  	  	  	
San Ysidro

	  	
California

	  	  	  	
4,500

	  	
JER International

	  	
4211 Camino De La Plaza

	  	
Suite 176

	  	
San Diego

	  	
CA

	  	
92173


	
742

	  	
Woodbury Lakes Mali

	  	  	  	
Woodbury

	  	
Minnesota

	  	
55125

	  	
3,596

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
743

	  	
The Gateway

	  	  	  	
Salt Lake City

	  	
Utah

	  	
84101

	  	
2,704

	  	
Inland Southwest Management LLC

	  	
2901 Butterfield Rd

	  	  	  	
Oak Brook

	  	
IL

	  	
60523


	
744

	  	
University Mall (UT)

	  	  	  	
Orem

	  	
Utah

	  	
84097

	  	
3,942

	  	
Woodbury Corporation

	  	
2733 E Parley Way

	  	
Suite 300

	  	
Salt Lake City

	  	
UT

	  	
84109


	
745

	  	
Provo Town Center

	  	  	  	
Provo

	  	
Utah

	  	
84601

	  	
3,286

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
746

	  	
Palm Desert Mall

	  	  	  	
Palm Desert

	  	
California

	  	
92260

	  	
3,048

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
747

	  	
Camarillo Outlets

	  	  	  	
Camarillo

	  	
California

	  	
93010

	  	
2,925

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
748

	  	
Cielo Vista Mall

	  	  	  	
El Paso

	  	
Texas

	  	
79925

	  	
3,536

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
749

	  	
Northlake Mall

	  	  	  	
Charlotte

	  	
North Carolina

	  	
28216

	  	
3,071

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
750

	  	
Fayette Mall

	  	  	  	
Lexington

	  	
Kentucky

	  	
40503

	  	
3,502

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
751

	  	
Marley Station

	  	  	  	
Glenn Bumie

	  	
Maryland

	  	
21061

	  	
3,500

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
752

	  	
Shops at Saucon Valley

	  	  	  	
Bethlehem

	  	
Pennsylvania

	  	
18034

	  	
3,400

	  	
Saucon Valley Venture LLC

	  	
6410 Popar Avenue

	  	
Suite 850

	  	
Memphis

	  	
TN

	  	
3819


	
753

	  	
Great Mall Milpitas

	  	  	  	
Milpitas

	  	
California

	  	
95035

	  	
3,800

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
754

	  	
Oakland Mall

	  	  	  	
Troy

	  	
Michigan

	  	
48083

	  	
4,000

	  	
Oakland Mall LLC

	  	
39577 Woodward Avenue

	  	
Suite 110

	  	
Bloomfield Hills

	  	
MI

	  	
48304


	
755

	  	
Albany Mall

	  	  	  	
Albany

	  	
Georgia

	  	
31707

	  	
3,676

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
756

	  	
Rock Hill Galleria

	  	  	  	
Rock Hill

	  	
South Carolina

	  	
29730

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
757

	  	
Lindale Mall

	  	  	  	
Cedar Rapids

	  	
Iowa

	  	
52402

	  	
3,668

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
758

	  	
Citadel Mall (SC)

	  	  	  	
Charleston

	  	
South Carolina

	  	
29407

	  	
2,960

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
759

	  	
Westgate Mall (MA)

	  	  	  	
Brockton

	  	
Massachusetts

	  	
2301

	  	
2,964

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
760

	  	
Rimrock Mall

	  	  	  	
Billings

	  	
Montana

	  	
59102

	  	
3,800

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
761

	  	
Eastridge Mall (CA)

	  	  	  	
San Jose

	  	
California

	  	
95122

	  	
3,335

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
762

	  	
Uniontown Mall

	  	  	  	
Uniontown

	  	
Pennsylvania

	  	
15401

	  	
3,513

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
763

	  	
Crossroads Mall (WV)

	  	  	  	
Breckley

	  	
West Virginia

	  	
25800

	  	
3,620

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
764

	  	
Coral Square Mall

	  	  	  	
Coral Springs

	  	
Florida

	  	
33071

	  	
3,880

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
765

	  	
Turtle Creek Mall

	  	  	  	
Hattiesburg

	  	
Mississippi

	  	
39402

	  	
3,430

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
766

	  	
MacArthur Center

	  	  	  	
Norfolk

	  	
Virginia

	  	
23510

	  	
3,554

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
767

	  	
Forest Mall

	  	  	  	
Fond Du Lac

	  	
Wisconsin

	  	
54935

	  	
3,533

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
768

	  	
Tacoma Mall

	  	  	  	
Tacoma

	  	
Washington

	  	
98409

	  	
3,587

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
769

	  	
Fingerlakes Mall

	  	  	  	
Auburn

	  	
New York

	  	
13022

	  	
3,591

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
770

	  	
Firewheel Town Center

	  	  	  	
Garland

	  	
Texas

	  	
75040

	  	
3,654

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
771

	  	
Newgate Mall

	  	  	  	
Ogden

	  	
Utah

	  	
84405

	  	
3,456

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
772

	  	
Legends at Village West

	  	  	  	
Kansas City

	  	
Kansas

	  	
66109

	  	
3,384

	  	
Red Development

	  	
4717 Central Avenue

	  	  	  	
Kansas City

	  	
MS

	  	
64112


	
773

	  	
Shoppes at La Cantera

	  	  	  	
San Antonio

	  	
Texas

	  	
78256

	  	
3,246

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
774

	  	
Highland Mall

	  	  	  	
Austin

	  	
Texas

	  	
78752

	  	
3,742

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
775

	  	
Indian River Mall

	  	  	  	
Vero Beach

	  	
Florida

	  	
32966

	  	
2,912

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
776

	  	
Northshore Square Mall

	  	  	  	
Slidell

	  	
Louisiana

	  	
70460

	  	
3,398

	  	
Sizeler Properties

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
777

	  	
Northridge Mall

	  	  	  	
Northridge

	  	
California

	  	
91324

	  	
3,758

	  	
Genera! Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
778

	  	
Montclair Plaza

	  	  	  	
Montclair

	  	
California

	  	
91763

	  	
3,501

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
779

	  	
Piedmont Mall

	  	  	  	
Danville

	  	
Virginia

	  	
24540

	  	
3,500

	  	
Genera! Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
780

	  	
Santa Rosa Mall

	  	  	  	
Santa Rosa

	  	
California

	  	
95401

	  	
3,201

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
781

	  	
Irvine Spectrum Center

	  	  	  	
Irvine

	  	
California

	  	
92618

	  	
3,430

	  	
Irvine Company

	  	
100 Innovation Dr

	  	  	  	
Irvine

	  	
CA

	  	
92617


	
782

	  	
Layton Hills Mall

	  	  	  	
Layton

	  	
Utah

	  	
84041

	  	
3,281

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
783

	  	
Aurora Mall

	  	  	  	
Aurora

	  	
Colorado

	  	
80012

	  	
3,700

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
784

	  	
Southaven Towne Center

	  	  	  	
Southaven

	  	
Mississippi

	  	
38671

	  	
3,090

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
785

	  	
Eastern Shores

	  	  	  	
Spanish Fort

	  	
Alabama

	  	
36527

	  	
3,500

	  	
MG Herring Group

	  	
5710 LBJ Freeway

	  	
Suite 450

	  	
Dallas

	  	
TX

	  	
75240


	
786

	  	
Mt. Berry Square

	  	  	  	
Rome

	  	
Georgia

	  	
30165

	  	
3,205

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
787

	  	
Dolphin Mall

	  	  	  	
Miami

	  	
Florida

	  	
33172

	  	
4,689

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
788

	  	
Santa Anita Mall

	  	  	  	
Arcadia

	  	
California

	  	
91007

	  	
3,335

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
789

	  	
Fresno Fashion Fair

	  	  	  	
Fresno

	  	
California

	  	
93710

	  	
3,794

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
790

	  	
Settlers Green

	  	  	  	
North Conway

	  	
New Hampshire

	  	
3860

	  	
4,171

	  	
OVP Management

	  	
13 Settlers Green

	  	  	  	
North Conway

	  	
NH

	  	
3860


	
791

	  	
Northridge Mall (CA)

	  	  	  	
Salinas

	  	
California

	  	
93906

	  	
3,840

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401












 


 




  





  











  






 


 








	
792

	  	
Newpark Mall

	  	  	  	
Newark

	  	
California

	  	
94560

	  	
3,012

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
793

	  	
Las Vegas Fashion Outlets

	  	  	  	
Primm

	  	
Nevada

	  	
89019

	  	
4,200

	  	
Talisman Company

	  	
5420 Kietzke Lane

	  	
Suite 108

	  	
Reno

	  	
NV

	  	
89511


	
794

	  	
Seattle Premium Outlets

	  	  	  	
Tulalip

	  	
Washington

	  	
98271

	  	
2,935

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
795

	  	
Solano Mall

	  	  	  	
Fairfield

	  	
California

	  	
94533

	  	
3,089

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
796

	  	
Weberstown Mall

	  	  	  	
Stockton

	  	
California

	  	
95207

	  	
3,790

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
797

	  	
Walnut Square Mall

	  	  	  	
Dalton

	  	
Georgia

	  	
30721

	  	
2,901

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
798

	  	
Longview Mall

	  	  	  	
Longview

	  	
Texas

	  	
75604

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
799

	  	
Foothills Mall (TN)

	  	  	  	
Maryville

	  	
Tennessee

	  	
37801

	  	
3,600

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
800

	  	
North Georgia Outlets

	  	  	  	
Dawsonville

	  	
Georgia

	  	
30534

	  	
4,014

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
801

	  	
Central Mall (OK)

	  	  	  	
Lawton

	  	
Oklahoma

	  	
73501

	  	
3,174

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
802

	  	
Pittsburgh Mills

	  	  	  	
Tarentum

	  	
Pennsylvania

	  	
15084

	  	
3,321

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
803

	  	
Prien Lake Mall

	  	  	  	
Lake Charles

	  	
Louisiana

	  	
70601

	  	
3,760

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
804

	  	
Metropolis Mall

	  	  	  	
Plainfield

	  	
Indiana

	  	
46168

	  	
3,300

	  	
North Shore Properties

	  	
5252 E 82nd Street

	  	
Suite 300

	  	
Indianapolis

	  	
IN

	  	
46250


	
805

	  	
Volusia Mall

	  	  	  	
Daytona Beach

	  	
Florida

	  	
32114

	  	
2,945

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
806

	  	
Mainplace Mall

	  	  	  	
Santa Ana

	  	
California

	  	
92705

	  	
3,100

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
807

	  	
Rolling Oaks Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78247

	  	
2,979

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
809

	  	
Bradley Square

	  	  	  	
Cleveland

	  	
Tennessee

	  	
37312

	  	
3,482

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
810

	  	
Gumee Mills Mall

	  	  	  	
Gumee

	  	
Illinois

	  	
60031

	  	
3,500

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
811

	  	
Tucson Mall

	  	  	  	
Tucson

	  	
Arizona

	  	
85705

	  	
3,198

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
812

	  	
Lakewood Center

	  	  	  	
Lakewood

	  	
California

	  	
90712

	  	
3,500

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
813

	  	
South Towne Center

	  	  	  	
Salt Lake City

	  	
Utah

	  	
84070

	  	
3,000

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
814

	  	
Streets at Southpoint

	  	  	  	
Durham

	  	
North Carolina

	  	
27713

	  	
3,845

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
815

	  	
Aubum Mall (MA)

	  	  	  	
Aubum

	  	
Massachusetts

	  	
1501

	  	
3,510

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
816

	  	
Tanger Park City Outlets

	  	  	  	
Park City

	  	
Utah

	  	
84098

	  	
4,500

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
817

	  	
Horizon Outlet Center

	  	  	  	
Tulare

	  	
California

	  	
93274

	  	
4,000

	  	
Horizon Group Properties Inc

	  	
6250 N. River Rd

	  	
Suite 10400

	  	
Rosemont

	  	
IL

	  	
60018


	
818

	  	
Glendale Galleria

	  	  	  	
Glendale

	  	
California

	  	
91210

	  	
2,864

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
819

	  	
Port Charlotte Town Center

	  	  	  	
Port Charlotte

	  	
Florida

	  	
33948

	  	
3,457

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
820

	  	
Hot Springs Mall

	  	  	  	
Hot Springs

	  	
Arkansas

	  	
71913

	  	
3,849

	  	
Aronov Realty Management

	  	
3500 Eastern Blvd

	  	  	  	
Montgomery

	  	
AL

	  	
36116


	
821

	  	
Summit Sierra

	  	  	  	
Reno

	  	
Nevada

	  	
89511

	  	
3,502

	  	
Bayer Properties Inc.

	  	
2222 Arlington Ave.

	  	  	  	
Birmingham

	  	
AL

	  	
35205


	
822

	  	
Regency Square (FL)

	  	  	  	
Jacksonville

	  	
Florida

	  	
32225

	  	
2,863

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
823

	  	
Stonebriar Mall

	  	  	  	
Frisco

	  	
Texas

	  	
75034

	  	
3,242

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
824

	  	
Tanger Locust Grove

	  	  	  	
Locust Grove

	  	
Georgia

	  	
30248

	  	
5,300

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
825

	  	
Northpark Mall

	  	  	  	
Dallas

	  	
Texas

	  	
75225

	  	
3,520

	  	
Nasher

	  	
8080 N Central Expressway

	  	
Suite 100

	  	
Dallas

	  	
TX

	  	
75206


	
826

	  	
Horton Plaza

	  	  	  	
San Diego Bossier

	  	
California

	  	
92101

	  	
3,500

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
827

	  	
Pierre Bossier

	  	  	  	
Bossier

	  	
Louisiana

	  	
71111

	  	
3,412

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
828

	  	
Mall at Turtle Creek

	  	
Suite 200

	  	
Jonesboro

	  	
Arkansas

	  	
72401

	  	
3,500

	  	
David Hocker

	  	
1901 Frederica Street

	  	  	  	
Owensboro

	  	
KY

	  	
42301


	
829

	  	
Tanger Lincoln City

	  	  	  	
Lincoln City

	  	
Nebraska

	  	
97367

	  	
4,297

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
830

	  	
Branson Landing

	  	  	  	
Branson

	  	
Missouri

	  	
65616

	  	
3,054

	  	
The Mills Corp

	  	
3027 W Highway 76

	  	
Suite B

	  	
Branson

	  	
MO

	  	
65616


	
831

	  	
Briarwood Mall

	  	  	  	
Ann Arbor

	  	
Michigan

	  	
48180

	  	
4,344

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
832

	  	
Shops at Sunset

	  	  	  	
Miami

	  	
Florida

	  	
33143

	  	
3,116

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
833

	  	
Columbiana Centre

	  	  	  	
Columbia

	  	
South Carolina

	  	
29212

	  	
3,925

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
834

	  	
Westminster Mall

	  	  	  	
Westminster

	  	
California

	  	
92683

	  	
3,850

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
835

	  	
West Oaks Mall (FL)

	  	  	  	
Orlando

	  	
Florida

	  	
34761

	  	
3,504

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
836

	  	
Victoria Mall (TX)

	  	  	  	
Victoria

	  	
Texas

	  	
77904

	  	
3,500

	  	
Hull Storey Retail Group

	  	
3632 Wheeler Road

	  	  	  	
Augusta

	  	
GA

	  	
30909


	
837

	  	
Merced Mall

	  	  	  	
Merced

	  	
California

	  	
95348

	  	
3,446

	  	
Codding Enterprises

	  	
1400 Valley House Dr.

	  	
Suite 100

	  	
Rohnert Park

	  	
CA

	  	
94928


	
838

	  	
Woodburn Company Store

	  	  	  	
Woodburn

	  	
Oregon

	  	
97071

	  	
4,668

	  	
Craig Realty Group

	  	
1500 Quail Street

	  	
Suite 100

	  	
Newport Beach

	  	
CA

	  	
92660


	
839

	  	
Bonita Lakes

	  	  	  	
Meridian

	  	
Mississippi

	  	
39301

	  	
2,977

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
840

	  	
Carriage Crossing

	  	  	  	
Memphis

	  	
Tennessee

	  	
38017

	  	
3,499

	  	
Wilson

	  	
2500 Windy Ridge Parkway

	  	
Suite 160

	  	
Atlanta

	  	
GA

	  	
30339


	
841

	  	
Killeen Mall

	  	  	  	
Killeen

	  	
Texas

	  	
76543

	  	
3,089

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
842

	  	
Town East (TX)

	  	  	  	
Mesquite

	  	
Texas

	  	
75150

	  	
2,963

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
843

	  	
Willowbend Mall

	  	  	  	
Piano

	  	
Texas

	  	
75093

	  	
3,416

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
844

	  	
Glynn Place

	  	  	  	
Brunswick

	  	
Georgia

	  	
31525

	  	
3,120

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
845

	  	
Oakbrook Center

	  	  	  	
Oakbrook

	  	
Illinois

	  	
60523

	  	
2,997

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
846

	  	
Visalia Mall

	  	  	  	
Visalia

	  	
California

	  	
93277

	  	
4,000

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
847

	  	
Tanger Gonzales Outlets

	  	  	  	
Gonzales

	  	
Louisiana

	  	
70737

	  	
4,000

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
848

	  	
Rosedale Center

	  	  	  	
Roseville

	  	
Minnesota

	  	
55113

	  	
3,390

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
849

	  	
Magic Valley Mall

	  	  	  	
Twin Falls

	  	
Idaho

	  	  	  	
3,353

	  	
Woodbury Corporation

	  	
2733 E Parley Way

	  	
Suite 300

	  	
Salt Lake City

	  	
UT

	  	
84109


	
850

	  	
Galleria at Sunset

	  	  	  	
Henderson

	  	
Nevada

	  	
89014

	  	
3,802

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
851

	  	
Fair Oaks Mall

	  	  	  	
Columbus

	  	
Indiana

	  	
47201

	  	
2,854

	  	
Veritas Realty

	  	
930 E 66th Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46220


	
852

	  	
Grand Teton Mail

	  	  	  	
Idaho Falls

	  	
Idaho

	  	
83404

	  	
3,600

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
853

	  	
Mesilla Valley Mail

	  	  	  	
Las Cruces

	  	
New Mexico

	  	
1502

	  	
3,968

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
854

	  	
Irving Mall (TX)

	  	  	  	
Irving

	  	
Texas

	  	
75062

	  	
3,974

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
855

	  	
Capitola Mall

	  	  	  	
Capitola

	  	
California

	  	
95010

	  	
3,431

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
856

	  	
Jordan Landing

	  	  	  	
West Jordan

	  	
Utah

	  	
84084

	  	
3,798

	  	
Foursquare Properties

	  	
5850 Avenida Encinas

	  	
Suite A

	  	
Carlsnad

	  	
CA

	  	
92008


	
B57

	  	
Red Cliffs Mall

	  	  	  	
St. George

	  	
Utah

	  	
84790

	  	
3,331

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
858

	  	
Bayshore Town Center

	  	  	  	
Milwaukee

	  	
Wisconsin

	  	
53217

	  	
3,502

	  	
Steiner and Associates, Inc.

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
859

	  	
Tanger Commerce II

	  	  	  	
Commerce

	  	
Georgia

	  	
30529

	  	
4,000

	  	
Tanger Properties, LP.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
860

	  	
Fashion Place

	  	  	  	
Murray

	  	
Utah

	  	
84107

	  	
3,671

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
861

	  	
West Oaks (TX)

	  	  	  	
Houston

	  	
Texas

	  	
77082

	  	
3,500

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
862

	  	
Waterford Lakes Town Center

	  	  	  	
Orlando

	  	
Florida

	  	
32828

	  	
3,128

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
863

	  	
Brea Mall

	  	  	  	
Brea

	  	
California

	  	
92821

	  	
3,400

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
864

	  	
Lloyd Center

	  	  	  	
Portland

	  	
Oregon

	  	
97232

	  	
4,060

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
865

	  	
Columbia Center (WA)

	  	  	  	
Kennewick

	  	
Washington

	  	
99336

	  	
3,361

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
866

	  	
Willowbrook Mall (TX)

	  	  	  	
Houston

	  	
Texas

	  	
77070

	  	
3,248

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
867

	  	
Oak Park Mall

	  	  	  	
Overland Park

	  	
Kansas

	  	
66214

	  	
3,355

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
868

	  	
Merritt Square

	  	  	  	
Merritt Island

	  	
Florida

	  	
32952

	  	
3,650

	  	
Thor Merritt Square

	  	
139 Fifth Avenue

	  	  	  	
New York

	  	
NY

	  	
10010


	
869

	  	
Mall at Stonecrest

	  	  	  	
Lithonia

	  	
Georgia

	  	
30038

	  	
3,200

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
870

	  	
Hershey Outlets

	  	  	  	
Hershey

	  	
Pennsylvania

	  	
17033

	  	
4,065

	  	
FSH Associates

	  	
120 N Pointe Blvd

	  	
Suite 301

	  	
Lancaster

	  	
PA

	  	
17601


	
871

	  	
Shoppes at Montage

	  	  	  	
Moosic

	  	
Pennsylvania

	  	
18507

	  	
3,500

	  	
Jeffery R. Anderson Realty

	  	
3805 Edwards Road

	  	
Suite 700

	  	
Cincinnati

	  	
OH

	  	
45209


	
872

	  	
Round Rock Outlets

	  	  	  	
Round Rock

	  	
Texas

	  	
78664

	  	
3,824

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068







 


 


 




  





  











  






 




 



	
873

	  	
Coconut Point

	  	  	  	
Estero

	  	
Florida

	  	
33928

	  	
3,175

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
874

	  	
Gulfview Square

	  	  	  	
Port Richey

	  	
Florida

	  	
34668

	  	
3,650

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
875

	  	
Village at Sandhill

	  	  	  	
Columbia

	  	
South Carolina

	  	
29229

	  	
3,804

	  	
Hill Partners

	  	
10 Flintlake Rd

	  	  	  	
Columbia

	  	
SC

	  	
29223


	
876

	  	
Pinnacle Hills

	  	  	  	
Rogers

	  	
Arkansas

	  	
72758

	  	
3,690

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
877

	  	
Green Oaks Village

	  	  	  	
Brighton

	  	
Michigan

	  	
48116

	  	
3,500

	  	
Lormax

	  	
One Town Square

	  	
Suite 1600

	  	
Southfield

	  	
MI

	  	
75201


	
878

	  	
Shops at Fallen Timbers

	  	
Suite 1599

	  	
Maumee

	  	
Ohio

	  	
43537

	  	
3,545

	  	
General Growth Properties

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
879

	  	
Greene Town Center

	  	  	  	
Beavercreek

	  	
Ohio

	  	
45440

	  	
2,873

	  	
Steiner and Associates, Inc.

	  	
4200 Regent Street

	  	
Suite 210

	  	
Columbus

	  	
OH

	  	
43219


	
880

	  	
Topanga Plaza

	  	  	  	
Canoga Park

	  	
California

	  	
91303

	  	
3,907

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
881

	  	
Miromar Outlets

	  	  	  	
Estero

	  	
Florida

	  	
33928

	  	
4,000

	  	
Mirormar

	  	
10801 Corkscrew Rd

	  	
Suite 305

	  	
Estero

	  	
FL

	  	
33928


	
882

	  	
Rio Grande Outlets

	  	  	  	
Mercedes

	  	
Texas

	  	
78570

	  	
4,284

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
883

	  	
Southgate Mall

	  	  	  	
Missoula

	  	
Montana

	  	
59801

	  	
3,057

	  	
Southgate Mall Associates

	  	
3011 American Way

	  	  	  	
Missoula

	  	
MT

	  	
59808


	
884

	  	
International Plaza

	  	  	  	
Tampa

	  	
Florida

	  	
33607

	  	
4,000

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
MI

	  	
48303


	
885

	  	
Lake Buena Vista Outlets

	  	  	  	
Orlando

	  	
Florida

	  	
32821

	  	
4,000

	  	
Lake Buena Vista Joint Venture

	  	
1725 University Drive

	  	
Suite 450

	  	
Coral Springs

	  	
FL

	  	
33071


	
886

	  	
Prime Outlets at Gulfport

	  	  	  	
Gulfport

	  	
Mississippi

	  	
39503

	  	
4,847

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
887

	  	
Hillsboro Outlets

	  	  	  	
Hillsboro

	  	
Texas

	  	
76645

	  	
4,015

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
888

	  	
Mall Del Norte

	  	  	  	
Laredo

	  	
Texas

	  	
78041

	  	
3,800

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
889

	  	
Pinnacle at Tutwiler Farm

	  	  	  	
Birmingham

	  	
Alabama

	  	
35235

	  	
3,480

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
890

	  	
Leesburg Premium Outlets

	  	
Suite 1625

	  	
Leesburg

	  	
Virginia

	  	
20176

	  	
3,467

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
891

	  	
Prime Outlets at Queenstown

	  	  	  	
Queenstown

	  	
Maryland

	  	
21658

	  	
4,000

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
892

	  	
Arden Fair Mall

	  	
Ste 1167

	  	
Sacramento

	  	
California

	  	
95815

	  	
2,867

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
893

	  	
Southlake Town Square

	  	  	  	
Dallas

	  	
Texas

	  	
76092

	  	
3,365

	  	
SLTS Grand Ave, LP

	  	
1256 Main Street

	  	
Suite 240

	  	
Southlake

	  	
TX

	  	
76092


	
894

	  	
Sacramento Gateway

	  	  	  	
Sacramento

	  	
California

	  	
95815

	  	
3,494

	  	
Opus Northwest

	  	
10350 Bren Road West

	  	  	  	
Minnetonka

	  	
MN

	  	
55343


	
895

	  	
Prime Outlets Lebanon

	  	  	  	
Lebanon

	  	
Tennessee

	  	
37090

	  	
3,759

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
896

	  	
Tanger Outlet Myrtle Beach

	  	  	  	
Myrtle Beach

	  	
South Carolina

	  	
29572

	  	
3,490

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
897

	  	
Galleria at Centervllle

	  	  	  	
Centerville

	  	
Georgia

	  	
31028

	  	
3,056

	  	
Zamias

	  	
300 Market Street

	  	  	  	
Johnstown

	  	
PA

	  	
15901


	
898

	  	
Oak Hollow

	  	  	  	
High Point

	  	
North Carolina

	  	
27262

	  	
3,190

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
899

	  	
Aiken Mall

	  	
Suite 335

	  	
Aiken

	  	
South Carolina

	  	
29803

	  	
2,989

	  	
Veritas Realty

	  	
930 E 66th Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46220


	
900

	  	
Town Center at Otay Ranch

	  	  	  	
Chula Vista

	  	
California

	  	
91915

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
901

	  	
Randolph Mall

	  	  	  	
Asheboro

	  	
North Carolina

	  	
27203

	  	
3,653

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
902

	  	
Brazos Mall

	  	  	  	
Lake Jackson

	  	
Texas

	  	
77566

	  	
3,537

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
903

	  	
Manassas Mall

	  	  	  	
Manassas

	  	
Virginia

	  	
20109

	  	
3,400

	  	
Vomado

	  	
210 Route 4 East

	  	  	  	
Paramus

	  	
NJ

	  	
7652


	
904

	  	
Promenade at Bolingbrook

	  	  	  	
Bolingbrook

	  	
Illinois

	  	
60440

	  	
3,600

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
905

	  	
Prime Outlets Oshkosh

	  	  	  	
Oshkosh

	  	
Wisconsin

	  	
54904

	  	
3,500

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
906

	  	
Supermall of the Great Northwest

	  	
Suite 1268

	  	
Auburn

	  	
Washington

	  	
98001

	  	
4,630

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
907

	  	
Tanger Tilton

	  	  	  	
Tilton

	  	
New Hampshire

	  	
3276

	  	
3,500

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
908

	  	
Pembroke Lakes Mall

	  	  	  	
Pembroke Pines

	  	
Florida

	  	
33026

	  	
4,064

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
909

	  	
Puente Hills Mall

	  	  	  	
Industry

	  	
California

	  	
91748

	  	
3,419

	  	
Glimcher Properties Ltd

	  	
150 East Gay Street

	  	  	  	
Columbus

	  	
OH

	  	
43215


	
910

	  	
Cache Valley Mall

	  	  	  	
Logan

	  	
Utah

	  	
84341

	  	
3,253

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
911

	  	
Chesapeake Square Mall

	  	  	  	
Chesapeake

	  	
Virginia

	  	
23321

	  	
3,568

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
912

	  	
Cottonwood Mall

	  	  	  	
Alburquerque

	  	
New Mexico

	  	
87114

	  	
3,025

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
913

	  	
Plaza at West Covina

	  	  	  	
West Covina

	  	
California

	  	
91790

	  	
3,269

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
914

	  	
Shawnee Mall

	  	  	  	
Shawnee

	  	
Oklahoma

	  	
74804

	  	
3,946

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
915

	  	
Antelope Valley Mall

	  	  	  	
Palmdale

	  	
California

	  	
93551

	  	
3,088

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
916

	  	
Cascade Mall

	  	  	  	
Burlington

	  	
Washington

	  	
98233

	  	
3,426

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
917

	  	
Eagle Ridge Mall

	  	  	  	
Lake Wales

	  	
Florida

	  	
33859

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
918

	  	
Westside Pavilion

	  	  	  	
Los Angeles

	  	
California

	  	
90064

	  	
3,858

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
919

	  	
Valley Mall

	  	  	  	
Yakima

	  	
Washington

	  	
98903

	  	
3,646

	  	
Valley Mall LLC

	  	
7455 SW Bridgeport Road

	  	
Suite 205

	  	
Tigard

	  	
OR

	  	
97224


	
920

	  	
Hickory Point Mall

	  	  	  	
Forsyth

	  	
Illinois

	  	
62535

	  	
3,500

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
921

	  	
Prime Outlets Orlando

	  	  	  	
Orlando

	  	
Florida

	  	
32819

	  	
4,500

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
922

	  	
San Tan Village

	  	  	  	
Gilbert

	  	
Arizona

	  	
85296

	  	
3,593

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
924

	  	
Tanger Outlets Lancaster

	  	  	  	
Lancaster

	  	
Pennsylvania

	  	
17602

	  	
3,910

	  	
Tanger Properties, L.P.

	  	
3200 Northline Avenue

	  	
Suite 360

	  	
Greensboro

	  	
NC

	  	
27408


	
925

	  	
Outlet Shopps El Paso

	  	  	  	
El Paso

	  	
Texas

	  	
79932

	  	
4,400

	  	
Horizon Group Properties Inc

	  	
6250 N. River Rd

	  	
Suite 10400

	  	
Rosemont

	  	
IL

	  	
60018


	
926

	  	
Avenue Webb Gin

	  	  	  	
Snellville

	  	
Georgia

	  	
30078

	  	
3,152

	  	
Cousins

	  	
191 Peachtree Street NE

	  	
Suite 3600

	  	
Atlanta

	  	
GA

	  	
30303


	
927

	  	
Town Square Las Vegas

	  	  	  	
Las Vegas

	  	
Nevada

	  	
89119

	  	
3,318

	  	
Tumberry

	  	
P.O. Box 8000

	  	
Dept 976

	  	
Buffalo

	  	
NY

	  	
14267


	
929

	  	
Las Palmas Marketplace

	  	  	  	
El Paso

	  	
Texas

	  	
79936

	  	
3,500

	  	
ADD Holdings

	  	
5823 N. Mesa

	  	
Suite 195

	  	
El Paso

	  	
TX

	  	
79912


	
930

	  	
Mesa Mall

	  	  	  	
Grand Junction

	  	
Colorado

	  	
81505

	  	
3,652

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
931

	  	
Tempe Marketplace

	  	
Suite 350

	  	
Tempe

	  	
Arizona

	  	
85281

	  	
3,516

	  	
Vestar Development

	  	
2425 E Camelback Road

	  	
Siute 750

	  	
Phoenix

	  	
AZ

	  	
85016


	
932

	  	
Pinnacle at Turkey Creek

	  	  	  	
Knoxville

	  	
Tennessee

	  	  	  	
3,267

	  	
Colonial Properties

	  	
2101 6th Ave North

	  	
Suite 750

	  	
Birmingham

	  	
AL

	  	
35203


	
933

	  	
Hamburg Pavilion

	  	  	  	
Lexington

	  	
Kentucky

	  	
40509

	  	
4,000

	  	
Thomas

	  	
45 Ansley Drive

	  	  	  	
Newman

	  	
GA

	  	
30263


	
934

	  	
The Loop

	  	  	  	
Kissimmee

	  	
Florida

	  	
34741

	  	
3,353

	  	
Wilder

	  	
800 Boylston Street

	  	
Suite 1300

	  	
Boston

	  	
MA

	  	
2199


	
935

	  	
Prime Outlets Lee

	  	  	  	
Lee

	  	
Massachusetts

	  	
1238

	  	
4,382

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
936

	  	
Allen Premium Outlets

	  	  	  	
Allen

	  	
Texas

	  	
75013

	  	
4,066

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
937

	  	
The Block at Orange

	  	  	  	
Orange

	  	
California

	  	
92868

	  	
3,400

	  	
Mills Corporation

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
938

	  	
Las Vegas Outlet

	  	  	  	
Las Vegas

	  	
Nevada

	  	
89106

	  	
4,214

	  	
Chelsea Property Group

	  	
105 Eisenhower Parkway

	  	  	  	
Roseland

	  	
NJ

	  	
7068


	
939

	  	
Five Points Plaza

	  	  	  	
Huntington Beach

	  	
California

	  	
92648

	  	
4,125

	  	
Metrovation

	  	
225 108TH Avenue

	  	
NE Suite 520

	  	
Bellevue

	  	
WA

	  	
98004


	
940

	  	
Town Center Plaza

	  	  	  	
Leawood

	  	
Kansas

	  	
66211

	  	
3,971

	  	
DDR

	  	
5029 West 117th Street

	  	  	  	
Leawood

	  	
KS

	  	
66211


	
941

	  	
Gateway Station

	  	  	  	
Fort Worth

	  	
Texas

	  	
76028

	  	
3,225

	  	
Kimco Realty

	  	
3333 New Hyde Park Rd

	  	
Suite 100

	  	
New Hyde Park

	  	
NY

	  	
11042


	
942

	  	
Pacific View Mall

	  	  	  	
Ventura

	  	
California

	  	
93003

	  	
3,683

	  	
Macerich Company

	  	
401 Wilshire Boulevard

	  	
Suite 700

	  	
Santa Monica

	  	
CA

	  	
90401


	
943

	  	
Country Club Mall

	  	  	  	
Cumberland

	  	
Maryland

	  	
21502

	  	
3,600

	  	
JJ Gumberg

	  	
1051 Brinton Road

	  	  	  	
Pittsburgh

	  	
PA

	  	
15221


	
944

	  	
Midland Park

	  	  	  	
Midland

	  	
Texas

	  	
79705-3256

	  	
5,672

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
945

	  	
Highland Village

	  	  	  	
Highland Village

	  	
Texas

	  	
75077

	  	
3,212

	  	
Shops at Highland Village Developers

	  	
121 West Forsyth

	  	
Suite 200

	  	
Jacksonville

	  	
FL

	  	
32202


	
946

	  	
Burr Ridge Town Center

	  	  	  	
Burr Ridge

	  	
Illinois

	  	
60527

	  	
3,052

	  	
Opus Northwest

	  	
10350 Bren Road West

	  	  	  	
Minnetonka

	  	
MN

	  	
55343


	
947

	  	
Cumberland Mall

	  	  	  	
Atlanta

	  	
Georgia

	  	
30339

	  	
3,599

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
948

	  	
South Park Mall

	  	  	  	
San Antonio

	  	
Texas

	  	
78224

	  	
3,500

	  	
Jones Lang LaSalle

	  	
3424 Peachtree Road NE

	  	
Suite 300

	  	
Atlanta

	  	
GA

	  	
30326


	
949

	  	
Colonie Center

	  	  	  	
Albany

	  	
New York

	  	
12205

	  	
3,500

	  	
Feldman

	  	
2201 E. Camelback Rd

	  	
Suite 350

	  	
Phoenix

	  	
AZ

	  	
85016


	
950

	  	
West County Mall

	  	  	  	
Des Peres

	  	
Missouri

	  	
63131

	  	
4,160

	  	
Westfield

	  	
11601 Willshire Boulevard

	  	  	  	
Los Angeles

	  	
CA

	  	
90025


	
951

	  	
Harrisburg Mall

	  	  	  	
Harrisburg

	  	
Pennsylvania

	  	
17111

	  	
4,586

	  	
Feldman

	  	
2201 E. Camelback Rd

	  	
Suite 350

	  	
Phoenix

	  	
AZ

	  	
85016


	
952

	  	
Short Pump Town Center

	  	  	  	
Richmond

	  	
Virginia

	  	
23233

	  	
2,825

	  	
Forest City Enterprises

	  	
100 Terminal Tower

	  	  	  	
Cleveland

	  	
OH

	  	
44113


	
953

	  	
Prime Outlets Pismo Beach

	  	  	  	
Pismo

	  	
California

	  	
93449

	  	
3,500

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
954

	  	
Meadowood Mall

	  	  	  	
Reno

	  	
Nevada

	  	
89502

	  	
4,000

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204







 


 


 




  





  











  






 




 



	
955

	  	
Riverdale Village

	  	  	  	
Coon Rapids

	  	
Minnesota

	  	
55433

	  	
3,333

	  	
DDR

	  	
5029 West 117th Street

	  	  	  	
Leawood

	  	
KS

	  	
66211


	
956

	  	
Shops at Centerra

	  	  	  	
Loveland

	  	
Colorado

	  	
80538

	  	
3,960

	  	
Poag & McEwen

	  	
6410 Poplar Avenue

	  	
Suite 850

	  	
Memphis

	  	
TN

	  	
38119


	
957

	  	
Village at Stonecreek

	  	  	  	
San Antonio

	  	
Texas

	  	
78259

	  	
3,405

	  	
Reata

	  	
3300 Enterprise Parkway

	  	  	  	
Beachwood

	  	
OH

	  	
44122


	
958

	  	
Hill Country Galleria

	  	  	  	
Bee Cave

	  	
Texas

	  	
78738

	  	
3,727

	  	
Open Realty

	  	
P.O. Box 8000

	  	
Dept 976

	  	
Buffalo

	  	
NY

	  	
14267


	
959

	  	
North Hanover Mali

	  	  	  	
Hanover

	  	
Pennsylvania

	  	
17331

	  	
4,333

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
962

	  	
Warwick Mall

	  	  	  	
Warwick

	  	
Rhode Island

	  	
2886

	  	
247

	  	
Warwick Mall

	  	
P.O. Box 2513

	  	  	  	
Providence

	  	
RI

	  	
2906


	
1004

	  	
West Coast Distribution Center

	  	  	  	
Ontario

	  	
California

	  	
91761

	  	
359,996

	  	
ProLogis

	  	
2817 E Cedar Street

	  	
Suite 200

	  	
Ontario

	  	
CA

	  	
91761


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
2011

	  	
Jimmy'z Exton Square

	  	  	  	
Exton

	  	
Pennsylvania

	  	
19341

	  	
3,600

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
2012

	  	
Jimmy'Z Galleria at Tyler

	  	  	  	
Riverside

	  	
California

	  	
92503

	  	
3,503

	  	
Genera! Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
2013

	  	
Jimmy'z Wellington Green

	  	  	  	
West Palm Beach

	  	
Florida

	  	
33414

	  	
3,800

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
2014

	  	
JIMMYZ Woodlands Mall

	  	
Suite 700

	  	
The Woodlands

	  	
Texas

	  	
77380

	  	
3,327

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
2015

	  	
Jimmy'z Woodfield Mall

	  	  	  	
Shaumburg

	  	
Illinois

	  	
60173

	  	
4,283

	  	
Taubman

	  	
200 E Long Lake Road

	  	
Suite 300

	  	
Bloomfield Hills

	  	
Ml

	  	
48303


	
2016

	  	
JIMMY'Z Mall of America

	  	  	  	
Bloomington

	  	
Minnesota

	  	
55425

	  	
3,717

	  	
Simon Property Group

	  	
225 W Washington Street

	  	  	  	
Indianapolis

	  	
IN

	  	
46204


	
2017

	  	
Jimmy'z San Marcos Outlets

	  	  	  	
San Marcos

	  	
Texas

	  	
78666

	  	
4,012

	  	
Prime Retail, L.P.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
2018

	  	
Jimmy'z Grove City Outlets

	  	  	  	
Grove City

	  	
Pennsylvania

	  	
16127

	  	
5,446

	  	
Prime Retail, LP.

	  	
326 Third Street

	  	  	  	
Lakewood

	  	
NJ

	  	
8701


	
2019

	  	
Jimmy'z Logan Valley Mall

	  	  	  	
Altoona

	  	
Pennsylvania

	  	
16602

	  	
3,319

	  	
Preit-Rubin

	  	
200 South Broad Street

	  	  	  	
Philadelphia

	  	
PA

	  	
19102


	
2020

	  	
Jimmy'z St. Louis Galleria

	  	  	  	
St. Louis

	  	
Missouri

	  	
63117

	  	
3,500

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
2021

	  	
Jimmy'z Fox River Mall

	  	  	  	
Appleton

	  	
Wisconsin

	  	
54913

	  	
3,368

	  	
General Growth

	  	
110 N Wacker Dr.

	  	  	  	
Chicago

	  	
IL

	  	
60606


	
2022

	  	
Jimmy'z Hanes Mall

	  	  	  	
Winston-Salem

	  	
North Carolina

	  	
27103

	  	
3,952

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	
2023

	  	
Jimmy'z Manhattan Mall

	  	  	  	
New York

	  	
New York

	  	
10001

	  	
4,500

	  	
Argent Ventures LLC

	  	
551 Fifth Avenue

	  	
34th Floor

	  	
New York

	  	
NY

	  	
10176


	
2024

	  	
Jimmy'z College Square

	  	  	  	
Morristown

	  	
Tennessee

	  	
37813

	  	
3,500

	  	
CBL & Associates

	  	
2030 Hamilton Place Blvd

	  	  	  	
Chattanooga

	  	
TN

	  	
37421


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
3009

	  	
Canadian Office

	  	
Suite 208

	  	
Mississauga

	  	
Ontario

	  	
L4V1E3

	  	
1,391

	  	
Orlando Corporation

	  	
6205 Airport Road

	  	  	  	
Mississauga

	  	
Ontario

	  	
L4V 1E3


	
3011

	  	
Metropolis at Metrotown

	  	
M175

	  	
Burnaby

	  	
British Columbia

	  	
V5H4P1

	  	
3524

	  	
Ivanhoe Cam

	  	
1001 Square Victoria

	  	
bureau C-500

	  	
Montreal

	  	
Quebec 

	  	
 H2Z 2B5


	
3012

	  	
Guildford TC

	  	
2608A

	  	
Surrey

	  	
British Columbia

	  	
V3R7C1

	  	
3608

	  	
Ivanhoe Cam

	  	
1001 Square Victoria

	  	
bureau C-500

	  	
Montreal

	  	
Quebec 

	  	
 H2Z 2B5


	
3013

	  	
White Oaks Mall

	  	
491/495

	  	
London

	  	
Ontario

	  	
N6E1V4

	  	
3380

	  	
Redcliff

	  	
4040 University Avenue

	  	
Suite 1200

	  	
Toronto

	  	
Ontario

	  	
M5J1T1


	
3014

	  	
Pickering Town Center

	  	
193

	  	
Pickering

	  	
Ontario

	  	
L1V1B8

	  	
3434

	  	
20 Vic

	  	
1355 Kingston Road

	  	  	  	
Pickering

	  	
Ontario

	  	
L1V1B8


	
3015

	  	
Fairview Park

	  	
E005

	  	
Kitchener

	  	
Ontario

	  	
N2C1X1

	  	
3026

	  	
Cadillac Fairview

	  	
20 Queen Street West

	  	
5th Floor

	  	
Toronto

	  	
Ontario

	  	
MSH 3R4


	
3016

	  	
Georgian Mall

	  	
D 016

	  	
Barrie

	  	
Ontario

	  	
L4M4Z8

	  	
3384

	  	
Cadillac Fairview

	  	
20 Queen Street West

	  	
5th Floor

	  	
Toronto

	  	
Ontario

	  	
MSH 3R4


	
3017

	  	
Oakville Place

	  	
121A

	  	
Oakville

	  	
Ontario

	  	
L6H3H6

	  	
3191

	  	
Ivanhoe Cam

	  	
1001 Square Victoria

	  	
bureau C-500

	  	
Montreal

	  	
Quebec 

	  	
 H2Z 2B5


	
3018

	  	
Vaughan Mills

	  	
439

	  	
Vaughn

	  	
Ontario

	  	
L4K5W4

	  	
5095

	  	
Ivanhoe Cam

	  	
1001 Square Victoria

	  	
bureau C-500

	  	
Montreal

	  	
Quebec 

	  	
 H2Z 2B5


	
3019

	  	
Dufferin Mall

	  	
168

	  	
Toronto

	  	
Ontario

	  	
M6H4B1

	  	
3112

	  	
Oxford

	  	
130 Adelaide Street

	  	
Suite 100

	  	
Toronto

	  	
Ontario

	  	
M5H 3P5


	
3021

	  	
Square One

	  	
2-305

	  	
Mississauga

	  	
Ontario

	  	
L5B2C9

	  	
3447

	  	
Oxford

	  	
130 Adelaide Street

	  	
Suite 100

	  	
Toronto

	  	
Ontario

	  	
M5H 3P5


	
3022

	  	
Lime Ridge Mall

	  	
229B

	  	
Hamilton

	  	
Ontario

	  	
L9A4X5

	  	
3135

	  	
Cadillac Fairview

	  	
20 Queen Street West

	  	
5th Floor

	  	
Toronto

	  	
Ontario

	  	
MSH 3R4


	
3023

	  	
Scarborough TC

	  	
46/47

	  	
Scarborough

	  	
Ontario

	  	
M1P4P5

	  	
3235

	  	
Oxford

	  	
130 Adelaide Street

	  	
Suite 100

	  	
Toronto

	  	
Ontario

	  	
M5H 3P5







 






 




  





  











  






 



EXHIBIT 4-6


 


ENCUMBERANCES


 


   Please see attached.




 


 


 


 


 


 





  





  











  








 


FLEET RETAIL/AEROPOSTALE/MSS DELAWARE







UCC Search Chart







2/14/08













	
DEBTOR

	
STATE

	
FILING OFFICE

	
SEARCH THRU DATE

	
TAX LIEN – SEE LEGEND

	
SECURED CREDITOR

	
FILING DATE

	
FILING NUMBER

	
ACOUNTS RECIEVABLE

	
INVENTORY

	
EQUIPMENT (ALL)

	
EQUIPMENT (SPECIFIC)

	
GOODS

	
INVESTMENT PROPERTY

	
GENERAL INTANGIBLES

	
INTELLECTUAL PROPERTY

	
R.E. FIXTURE FILING

	
OTHER COLLATERAL AND/OR COMMENTS


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	
F:C

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

	
11/26/01


 


 


 


10/12/06

	
11535942


 


 


 


63529575

	
X

	
X

	
X

	  	
X

	
X

	
X

	
X

	  	
In Lieu Financing Statement


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit Corporation (Lessor)

	
2/11/02

	
20590376

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit Corporation

	
8/1/02

	
22024366

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit Corporation

	
8/2/02

	
22038556

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
1/29/03

	
30496334

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
4/11/03

	
30946346

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, inc.

	
DE

	
SOS

	
10/31/07

	  	
Racine Joing Venturell, CBL & Associates Properties, Inc.

	
7/15/03

	
32010372

	
X

	
X

	
X

	  	
X

	
X

	  	  	  	
Security interest granted to Landlord by Tenant


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
5/3/04

	
41226796

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
4/12/05

	
51122523

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
7/11/05

	
52117746

	  	  	  	
X

	  	  	  	  	  	
Lease


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
Georgia Square Mai!

	
4/08/06

	
61389535

	
X

	
X

	
X

	  	
X

	
X

	  	  	  	
Security interest granted to Landlord by Tenant


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
CBL & Associates Properties

	
5/30/06

	
6185994

	
X

	
X

	
X

	  	
X

	
X

	  	  	  	
Security interest granted to Landlord by Tenant


	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
6/29/06

	
62246189

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
1/3/07

	
70016856

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
2/15/07

	
70608736

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
7/2/07

	
72496072

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
9/19/07

	
73541892

	  	  	  	
X

	  	  	  	  	  	  
	
Aeropostale, Inc.

	
DE

	
SOS

	
10/31/07

	  	
IBM Credit LLC

	
10/24/07

	
74028519

	  	  	  	
X

	  	  	  	  	  	  















F: Federal Tax Lien


S: State Tax Lien


J: Judgment Lien


C: Clear


 


979915_1.XLS


 




  





1











  











21694.00138




 


FLEET RETAIL/AEROPOSTALE/MSS DELAWARE







UCC Search Chart







2/14/08













	
Aeropostale West, Inc.

	
DE

	
SOS

	
10/31/07

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


 


Continuation

	
2/1/02


 


 


10/12/06

	
20282032


 


 


63529559

	
X

	
X

	
X

	  	
X

	
X

	
X

	
X

	  	
In Lieu Financing Statement


	
Aero GC Management LLC

	
VA

	
SOS

	
11/02/07

	  	
No UCC Filings

	  	  	  	  	  	  	  	  	  	  	  	  
	
Aero GC Management LLC

	
VA

	
SOS

	
11/02/07

	
F: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Aero GC Management LLC

	
VA

	
Richmond City

	
11/07/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Aero GC Management LLC

	
NY

	
SOS

	
11/02/00

	
F: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Aero GC Management LLC

	
NY

	
New York County

	
10/28/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
DE

	
SOS

	
11/01/07

	  	
No UCC Filings

	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
DE

	
SOS

	
11/01/07

	
F: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
DE

	
New Castle County

	
11/01/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
NY

	
SOS

	
11/02/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Jimmy 'Z Surf Co., Inc.

	
NY

	
New York County

	
10/28/07

	
S: C

	  	  	  	  	  	  	  	  	  	  	  	  	  















F: Federal Tax Lien


S: State Tax Lien


J: Judgment Lien


C: Clear


 


 




9979915_1.XLS




 




  





2











  






 



 


Exhibit 4-7


Indebtedness


 


    None.


   


 


 


 




  





  











  






 


 





Exhibit 4-8


Insurance Policies







(See Attached)















 


 


 














 





 











 











       









 





 



	
STANDARD FIRE INSURANCE POLICY

	
Affiliated FM Insurance Company


	  	
P. O. Box 7500


	  	
Johnston, Rhode Island 02919


	  	
1-800-343-7722







 



	  	 	
A STOCK INSURANCE COMPANY

	 	  
	 	 	 	 	 
	
DECLARATIONS

	 	
INSURED & MAILING ADDRESS

	 	
DATE OF ISSUE


	  	 	  	 	
08/06/2007


	  	 	
Aeropostale, Inc.

	 	  
	
Policy No.

	 	
201 Willowbrook Boulevard

	 	
Policy Period:


	
*

	 	
Wayne, NJ 07470-7041

	 	
12:01 AM. Standard Time at


	
Account No.

	 	  	 	
location of property involved.


	
*

	 	  	 	  
	
Previous Policy No.

	 	  	 	
From: 08/01/2007


	
*

	 	  	 	  
	
Replaces Binder No.

	 	  	 	
To: 08/01/2008


	  	 	  	 	  
	  	 	  	 	
Years: One








	
It is important that that written portions of all policies covering the same property read exactly alike. If they do not, they should be made uniform at once.


	 	 	 	 	 
	
INSURANCE IS PROVIDED AGAINST ONLY THOSE PERILS AND FOR ONLY THOSE COVERAGES INDICATED BELOW BY A PREMIUM CHARGE AND AGAINST OTHER PERILS AND FOR OTHER COVERAGES ONLY WHEN ENDORSED HEREON OR ADDED HERETO


	 	 	 	 	 
	PERIL(S) Insured Against and Cover-	AMOUNT 	RATE 	PREPAID POLICY	ANNUAL INSTALLMENT
	age(s) Provided (Insert Name of Each) 	 	 
	 	 	 	 	 
	As per Form *	$ As per Form *	$ Various	* 	$ 
	 	 	 	 	 
	New York Fire Fee: *	$	$ 	$	$ 





 


 



	 	 	 	TOTAL PREMIUM FOR POLICY TERM	$
	Item No.	Amount of Insurance	Co-Insurance 	Description of Property Covered	 






	 
	As per Form *
	 
	Subject To Form No(s). attached hereto:	 
	As per Form *
	 
	This policy shall not be valid unless countersigned by the duly authorized agent of the Company at Alpharetta, Georgia  
	Countersignature Date:	 
	Atlanta Operations	 
	LSS/trw	 





 



	 	/s/ (illegible)
	 	Authorized Representative





 


IN  CONSIDERATION OF THE PROVISIONS AND STIPULATIONS HEREIN OR ADDED HERETO


AND OF the premium above specified, this Company for the term of years specified above from Inception date shown above At 12:01 A.M. (Standard Time) to expiration date shown above At 12:01 A.M. (Standard Time) at location of property Involved, to an amount not exceeding the amount(s) above specified, does insure the insured named above and legal representatives TO THE LESSER AMOUNT OF EITHER: 


 


1. THE ACTUAL CASH VALUE OF THE PROPERTY AT THE TIME OF THE LOSS, OR


 


2. THE AMOUNT WHICH IT WOULD COST TO REPAIR OR REPLACE THE PROPERTY WITH MATERIAL OF LIKE KIND AND QUALITY WITHIN A REASONABLE TIME AFTER SUCH LOSS, WITHOUT ALLOWANCE FOR ANY INCREASED COST OF REPAIR OR RECONSTRUCTION BY REASON OF ANY ORDINANCE OR LAW REGULATING CONSTRUCTION OR REPAIR AND WITHOUT COMPENSATION FOR LOSS RESULTING FROM INTERRUPTION OF BUSINESS OR MANUFACTURE, OR


 


3. TO AN AMOUNT NOT EXCEEDING THE AMOUNTS SPECIFIED ABOVE, BUT IN ANY EVENT FOR NO MORE THAN THE INTEREST OF THE INSURED, AGAINST ALL DIRECT LOSS BY FIRE, LIGHTNING AND BY REMOVAL FROM PREMISES ENDANGERED BY THE PERILS INSURED AGAINST IN THIS POLICY, EXCEPT AS HEREINAFTER PROVIDED, to the property described hereinafter while located or contained as described in this policy, or pro rata for five days at each proper place to which any of the property shall necessarily be removed for preservation from the perils insured against in this policy, but not elsewhere. Assignment of this policy shall not be valid except with the written consent of this Company.


This policy is made and accepted subject to the foregoing provisions and stipulations and those hereinafter stated, which are hereby made a part of this policy, together with such other provisions, stipulations and agreements as may be added hereto, as provided in this policy.


 


 


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


 




  





  











  






 




CONCEALMENT, FRAUD.







This entire policy shall be void if, whether before or after a loss, the insured has willfully concealed or misrepresented any material fact or circumstance concerning this insurance or the subject thereof, or the interest of the insured therein, or in case


of any fraud or false swearing by the insured relating thereto.







UNINSURABLE AND EXCEPTED PROPERTY







This policy shall not cover accounts, bills, currency, deeds, evidences of debt, money or securities; nor, unless specifically named hereon in writing, bullion or manuscripts.







PERILS NOT INCLUDED.







This Company shall not be liable for loss by fire or other perils insured against in this policy caused, directly or indirectly, by. (a) enemy attack by armed forces, including action taken by military, naval or air forces in resisting an actual or an immediately impending enemy attack; (b) invasion; (c) insurrection; (d) rebellion; (e) revolution; (f) civil war; (g) usurped power; (h) order of any civil authority except acts of destruction at the time of and for the purpose of preventing the spread of fire, provided that such fire did not originate from any of the perils excluded by this policy; (i) neglect of the insured to use all reasonable means to save and preserve the property at and after a loss, or when the property is endangered by fire in neighboring premi­ses; (j) nor shall this Company be liable for loss by theft.







OTHER INSURANCE.







Other insurance may be prohibited or the amount of insurance may be limited by endorsement attached hereto. CONDITIONS SUSPENDING OR RESTRICTING INSURANCE. UNLESS OTHERWISE PROVIDED IN WRITING ADDED HERETO THIS COMPANY SHALL NOT BE LIABLE FOR LOSS OCCURRING


(a) while the hazard is increased by any means within the control or knowledge of the Insured; or


(b) while a described building, whether Intended for occupancy by owner or tenant, Is vacant or unoccupied beyond a period of sixty consecutive days; or


(c) as a result of explosion or riot, unless fire ensue, and in that event for loss by fire only.







OTHER PERILS OR SUBJECTS.







Any other peril to be insured against or subject of insurance to be covered in this policy shall be by endorsement in writing hereon or added hereto.







ADDED PROVISIONS.







The extent of the application of Insurance under this policy and of the contributions to be made by this company in case of loss, and any other provision or agreement not inconsistent with the provisions of this policy, may be provided for in writing added hereto, but no provision may be waived except such as by the terms of this policy is subject to change.







WAIVER PROVISIONS.







No permission affecting this insurance shall exist, or waiver of any provision be valid, unless granted herein or expressed in writing added hereto. No provision, stipulation or forfeiture shall be held to be waived by any requirement or proceeding on the part of this company relating to appraisal or to any examination provided for herein.







CANCELLATION OF POLICY.







This policy shall be cancelled at any time at the request of the insured, in which case this Company shall, upon demand and sur­render of this policy, refund the excess of paid premium above the customary short rates for the expired time. This pol­icy may be cancelled at any time by this Company by giving to the insured a five days' written notice of cancellation with or without tender of the excess of paid premium above the pro rata premium for the expired time, which excess, if not tendered shall be refunded on demand. Notice of cancellation shall state that said excess premium (if not tendered) will be refunded on demand.







MORTGAGEE INTERESTS AND OBLIGATIONS.







If loss hereunder is made payable, in whole or in part, to a designated mortgagee not named herein as the insured, such interest in this policy may be cancelled by giving to such mortgagee a ten days' written notice of cancellation. If the insured fails to render proof of loss such mortgagee, upon notice, shall render proof or loss in the form herein specified within sixty (60) days thereafter and shall be subject to the pro­visions hereof relating to appraisal and time of payment and of bringing suit If this Company shall claim that no liability ex­isted as to the mortgagor or owner, it shall, to the extent of pay­ment of loss to the mortgagee, be subrogated to all the mort­gagee's rights of recovery, but without impairing mortgagee's right to sue; or it may pay off the mortgage debt and require assignment thereof and of the mortgage. Other provisions relating to the interests and obligations of such mortgagee be added hereto by agreement in writing.







PRO RATA LIABILITY.







This Company shall not be liable for a greater proportion or any loss than the amount hereby insured shall bear to the whole insurance covering property against the peril involved, whether collectible or







REQUIREMENTS IN CASE LOSS OCCURS.







The Insured shall give immediate written notice to this Company of any loss, protect the property from further damage, forthwith separate the damaged and undamaged personal property, it in the best possible order, furnish a complete inventory of the destroyed, damaged and undamaged property, showing detail quantities, costs, actual cash value and amount of loss claimed; and within sixty days after the loss, unless such time is extended in writing by this Company, the insured shall render to this Company a proof of loss, signed and sworn to by the insured, stating the knowledge and belief of the insured as the following: the time and origin of the loss, the interest of the insured and of all others in the property, the actual cash value each item thereof and the amount of loss thereto, all encumbrances thereon, all other contracts of insurance, whether valid or not, covering any of said property, any changes in the title use, occupation, location, possession or exposures of said property since the issuing of this policy, by whom and for what purpose any building herein described and the several part thereof were occupied at the time of loss and whether or not then stood on leased ground, and shall furnish a copy of all the descriptions and schedules in all policies and, if required, verified plans and specifications of any building, fixtures or machinery destroyed or damaged. The insured, as often as may be reason ably required, shall exhibit to any person designated by this Company all that remains of any property herein described, and submit to examinations under oath by any person named by this Company, and subscribe the same; and, as often as may be reasonably required, shall produce for examination all books of account, bills, invoices and other vouchers, or certified copies thereof it originals be lost, at such reasonable time and place as may be designated by this Company or its representative, and shall permit extracts and copies thereof to be made.







APPRAISAL.







In case the insured and this Company shall fail to agree as to the actual cash value or the amount of loss, then, on the written demand of either, each shall select a competent and disinterested appraiser and notify the other of the appraiser selected within twenty days of such demand. The appraisers shall first select a competent and dis­interested umpire; and failing for fifteen days to agree upon such umpire, then, on request of the insured or this Company, such umpire shall be selected by a judge of a court of record in the state in which the property covered is located. The appraisers shall then appraise the loss, stating separately actual cash value and loss to each item; and, failing to agree, shall submit their differences, only, to the umpire. An award in writ­ing, so itemized, of any two when filed with this Company shall determine the amount of actual cash value and loss. Each appraiser shall be paid by the party selecting him and the ex­penses of appraisal and umpire shall be paid by the parties equally.







COMPANY'S OPTIONS.







It shall be optional with this Company to take all, or any part, of the property at the agreed or appraised value, and also to re­pair, rebuild or replace the property destroyed or damaged with other of like kind and quality within a reasonable time, on giving notice of its intention so to do within thirty days after the receipt of the proof of loss herein required.







ABANDONMENT.







There can be no abandonment to this Company of any property.







WHEN LOSS PAYABLE.







The amount of loss for which this Company may be liable shall be payable sixty days after proof of loss, as herein provided, is received by this company and ascertainment of the loss Is made either by agreement between the insured and this Company ex­pressed in writing or by the filing with this Company of an award as herein provided.







SUIT.







No suit or action on this policy for the recovery of any claim shall be sustainable in any court of law or equity unless all the requirements of this policy shall have been complied with, and unless commenced within twelve months next after inception of the loss.







SUBROGATION.







This Company may require from the insured an assignment of all right of recovery against any party for loss to the extent that payment therefor is made by this Company.







In Witness Whereof, this Company has executed and attested these presents; but this policy shall not be valid unless countersigned by the duly authorized Agent of this Company at the agency hereinbefore mentioned.








	  	
/s/ (illegible)

	
/s/ (illegible)












 




 





  





  











  








 





Declarations


 





	
A.

	
POLICY TERM:












August 1, 2007 to August 1, 2008








	
B.

	
NAMED INSURED;












Aeropostale, Inc., and its wholly or majority owned subsidiaries and any interest which may now exist or hereinafter be created or acquired which are owned, controlled or operated by any one or more of those named insureds.








	
C.

	
POLICY LIMIT:












This company's liability will not exceed the respective Sub-Limits of Liability shown elsewhere for the coverages involved. However, in no event will the company's total Limit of Liability exceed * as a result of any one occurrence, regardless of the number of perils, coverages or locations involved.








	
D.

	
INSURANCE PROVIDED:















	
1.

	
All risks of direct physical loss or damage, as defined and limited herein, on Personal Property, Stock and Supplies, Extra Expense and including the Extensions of Coverage applying at the following described locations:









 





	
Location Schedule

	
Limits of Liability Per Store


	  	  
	
Retail Stores per schedule on file with this company dated 7/2/2007

	
*














	
2.

	
All risks, as defined and limited herein, not to exceed the limits of liability specified for the coverages indicated and including the Extensions of Coverage applying at the following location:















	
Location Schedule

	
Limits of Liability


	  	  
	
Distribution Warehouse, 2 Brick Plant Road, South River, NJ, 08882, Index No. 000876.67

	  
	  	  
	
Personal Property

	
*


	
Stock and Supplies

	
*


	
Business Interruption

	
See Section E. Sub-Limits


	  	  
	
Distribution Warehouse, 950 North Barrington Avenue, Ontario, CA, 91764

	  
	  	  
	
Personal Property

	
*


	
Stock and Supplies

	
*


	
Business Interruption

	
See Section E. Sub-Limits













	
* (1/06)

	  
	 	 
	
Affiliated FM Insurance Company Policy No. *

	
Page 1 of 10







 


 


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










  





  











  








 


Declarations





	
E.

	
SUB-LIMITS:












Unless otherwise stated below, the following sub-limits of liability will apply on a per occurrence basis for all coverages provided, and are part of, not in addition to, the above limit(s) of liability.







For Annual Aggregate sub-limits the policy year will begin at the inception date of this policy and be concurrent with the anniversary dates of this policy.








	
1.

	
*

	  	
Earth Movement (Annual Aggregate, for all coverages provided), not to exceed:


	  	  	  	  
	  	
*

	  	
Earth Movement (Annual Aggregate, for all coverages provided), as respects locations in Tier Two New Madrid Siesmic Zones and Pacific Northwest Seismic Zones per S-4 and S-5 attached


	  	  	  	  
	  	
*

	  	
Earth Movement (Annual Aggregate, for all coverages provided) as respects locations in California


	  	  	  	  
	  	
*

	  	
Earth Movement (Annual Aggregate, for all coverages provided) as respects locations in Tier One New Madrid Seismic Zones per form S-3 attached.


	  	  	  	  
	
2.

	
*

	  	
Flood (Annual Aggregate, for all coverages provided), not to exceed:


	  	  	  	  
	  	
*

	  	
Flood (Annual Aggregate, for all coverages provided) as respects locations in a flood zone or area designated by the Federal Emergency Management Agency (FEMA) as subject to a flood frequency greater than the 100 year frequency up to and including the 500 year frequency.


	  	  	  	  
	  	
*

	  	
Flood (Annual Aggregate, for all coverages provided), as respects locations in a flood zone or area designated by the Federal Emergency Management Agency (FEMA) as subject to a flood frequency up to and including the 100 year frequency.


	  	  	  	  
	
3.

	
*

	  	
Business Interruption, not to exceed:


	  	  	  	  
	
4.

	
*

	  	
Extra Expense













	
F.

	
EXTENSIONS OF COVERAGE (EOC) SUB-LIMITS:







 


The following sub-limits of liability will apply on a per occurrence basis for all coverages provided, unless otherwise stated below, and are part of, not in addition to the above limit(s) of liability.







For Annual Aggregate sub-limits the policy year will begin at the inception date of this policy and be concurrent with the anniversary dates of this policy.







All Risk EOC Sub-Limits:








	
1.

	
*

	  	
Fire Fighting Materials and Expenses


	
2.

	
*

	  	
Professional Fees


	
3.

	
*

	  	
Expediting Expenses


	
4.

	
*

	  	
Trees, Shrubs, Plants and Lawns limit $1,000 per item


	
5.

	
*

	  	
Pavements and Roadways


	
6.

	
*

	  	
Land and Water Clean Up Expense (Annual Aggregate, for all coverages provided)


	
7.

	
*

	  	
Installation Floater


	
8.

	
*

	  	
Newly Acquired Property


	
9.

	
*

	  	
Unnamed Locations Coverage


	
10.

	
*

	  	
Fine Arts


	
11.

	
*

	  	
Accounts Receivable


	
12.

	
*

	  	
Valuable Papers and Records


	
13.

	
*

	  	
Electronic Data Processing, Data and Media


	
14.

	Demolition and Increased Cost of Construction
	  	
Policy Limit

	  	
Item A: Undamaged Portion


	  	
*

	  	
Item B: Demolition


	  	
*

	  	
Item C: Compliance with the Law


	  	
*

	  	
Item D: Business Interruption













	
* (1/06)

	  
	  	  
	
Affiliated FM Insurance Company Policy No. *

	
Page 2 of 10







 


 


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




 





  





  











  








 


Declarations




SECTION F, EXTENSIONS OF COVERAGE (EOC) SUB-LIMITS continued:








	
15.

	
*

	  	
Errors and Omissions


	
16.

	
*

	  	
Transit Coverage


	
17.

	
*

	  	
A. Non-Certified Act of Terrorism Coverage


	  	
*

	  	
B. Certified Act of Terrorism Coverage


	  	
Not Covered

	  	
C. Terrorism Coverage for Locations Outside of the United States (Annual Aggregate, for all coverages provided)


	
18.

	
*

	  	
Fungus, mold or mildew


	
19.

	
*

	  	
Deferred Payment


	
20.

	
*

	  	
Off-Premises Service Interruption - Property Damage


	
21.

	
*

	  	
Arson or Theft Reward


	
22.

	
*

	  	
Money and Securities


	
23.

	
*

	  	
Locks and Keys


	
24.

	
*

	  	
Tenants Legal Liability and Expense


	
25.

	
*

	  	
Soft Costs












Business Interruption - Extensions of Coverage Sub-Limits:








	
A.

	
*

	  	
Days of Ordinary Payroll


	
B.

	
*

	  	
Days of Civil Authority


	
C.

	
*

	  	
Off-Premises Service Interruption


	
D.

	
*

	  	
Contingent Business Interruption


	
E.

	
*

	  	
Research and Development Expense


	
F.

	
*

	  	
Ingress/Egress


	
G.

	
*

	  	
Tax Treatment


	
H.

	
*

	  	
Days of Extended Period of Indemnity












The above Extensions of Coverage sub-limits of liability will be the maximum payable for property damage and business interruption (if applicable) resulting from such property damage, or any combination thereof.







With respect to items A. and H. the number of days is part of and not in excess to any other outstanding sub-limits of liability.







* for Unnamed Locations Coverage and Property Removed from Described Locations, (Annual Aggregate for all coverages provided) for Property Damage and Business Interruption (if provided) combined when caused by or resulting from Terrorism.







* for Flood (Annual Aggregate for all coverages if provided) for Property Damage and Business Interruption (if provided) combined when caused by or resulting from Terrorism.







These limits shall not include the Actual Cash Value portion of fire damage caused by Terrorism.







Terrorism Risk Insurance Act of 2002: As respects the United States, its territories and possessions and the Commonwealth of Puerto Rico any recovery under this Policy for any insured loss or damage from acts of terrorism, as covered under this Policy, may be partially reimbursed by the United States Government in accordance with the Terrorism Risk Insurance Act of 2002. Reimbursement by the United States Government will be under a formula established by Federal Law.








	
* (1/06)

	  
	  	  
	
Affiliated FM Insurance Company Policy No. *

	
Page 3 of 10







 


 


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




 





  





  











  








 


Declarations





	
G.

	
DEDUCTIBLE AMOUNT:












The following deductible amounts shall apply per occurrence for loss or damage under this policy in the respective loss categories indicated:








	
1.

	
Earth Movement (per occurrence for all coverages provided):














	
  

	
A.

	
As respects locations in California, Tier One and Tier Two New Madrid Seismic Zones, and Pacific Northwest Seismic Zones per forms S-3, S-4 and S-5 attached:












For each occurrence, this company will not be liable for loss or damage to insured property unless the amount of loss or damage exceeds 5% of the combined value of property at the location where loss or damage occurs, in accordance with the valuation section of this policy and annual business interruption value as defined in the Business Interruption Endorsement attached to this policy at the time such loss or damage at the location where loss occurs, subject to a minimum deductible amount of * per location. If coverage is provided for more than one location, this deductible percentage or minimum deductible amount will be calculated for and applied separately to each location.










	
  

	
B.

	
*

	
Per occurrence for each location as respects all other locations.

















	
2.

	
Flood (per occurrence for each location for all coverages provided), as follows:







 




	
  

	
A.

	
Personal Property per building - *








	
  

	
All other coverages per building - *









 


As respects locations in a flood zone or area designated by the Federal Emergency Management Agency (FEMA) as subject to a flood frequency up to and including the 100 year frequency.










	
  

	
B.

	
*

	
Per occurrence for each location as respects all other locations.

















	
3.

	
Wind and Hail (for all coverages provided in this policy) applying at locations reported in Wind and Hail Prone Counties and Parishes per form S-2 attached:


















This company will not be liable for loss to insured property unless the amount of loss or damage exceeds 5% of the combined value of property at the location where loss or damage occurs, in accordance with the valuation section of this policy and annual business interruption value at the location where loss or damage occurs, in accordance with the Business Interruption Endorsement attached to this policy at the time such loss or damage at the location where loss occurs, subject to a minimum deductible amount of * per location. If coverage is provided for more than one location, this deductible percentage or minimum deductible amount will be calculated for and applied separately to each location.








	
4.

	
Boiler and Machinery:













	
  

	
A.

	
Physical Damage: *













	
  

	
B.

	
Average Daily Value:













In the event of loss or damage insured by this policy, the deductible will be determined by multiplying the one hundred percent average daily value (ADV) by 1. The ADV will be calculated by dividing the sum of the 100% actual annual (enter type of BI coverage provided) that would have been earned had no loss or damage occurred, by the number of annual working days. This calculation will not include any reduction for: (have BI coverage entered earlier drop in here); fixed charges; expenses not being incurred; or in the annual number of working days because of scheduled or unscheduled shutdown(s) that occur during the period of interruption.




 



	
* (1/06)

	  
	  	  
	
Affiliated FM Insurance Company Policy No. *

	
Page 4 of 10







 


 


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


 





  





  











  








 



Declarations


 


SECTION G, DEDUCTIBLE AMOUNT continued:








	
5.

	
Off Premises Service Interruption Waiting Period:












A. Property Damage: *







B. Business Income:







In the event of loss or damage covered by this policy, no coverage is provided for business interruption unless and until the service interruption exceeds 72 hours beginning from the time of loss or damage covered by this policy. The company's liability commences only after, and does not include, this waiting period.








	
6.

	
Electronic Data Processing Equipment, Data and Media Deductible:












In the event of loss or damage to Electronic Data Processing (EDP) Equipment, Data and Media insured by this policy caused by the malicious introduction of a machine code or instruction, no coverage is provided unless the period of interruption exceeds 48 hours beginning from the time of insured loss. The company's liability commences only after, and does not include, the Waiting Period specified.







If the period of interruption exceeds 48 hours, the insured loss will be calculated based upon the amount of insured loss in excess of the Waiting Period and subject to a combined deductible for all coverages of * per location.







Any period in which business operations or services would have not been maintained, or any period in which goods would have not been produced will not be included as part of or serve to reduce the effect of any Waiting Period.








	
7.

	
*

	
All Other Losses, as respects the following locations:












Distribution Warehouse, 2 Brick Plant Road, South River, NJ 08882. 


Distribution Warehouse, 950 North Barrington Avenue, Ontario, CA, 91764








	
8.

	
*

	
All Other Losses.













	
H.

	
SPECIAL TERMS AND CONDITIONS:













	
I.

	
Application of Flood and Wind and/or Hail Deductibles












If an occurrence involves loss or damage caused by or resulting from both:


 


a. Wind and/or hail; and


 


b. Flood;


 


Then:


 


1) A specific wind and/or hail deductible; and


 


2) A specific flood deductible;







Will apply separately to each location.







Such loss or damage will be adjusted separately and will be subject to its respective deductible.


 




	
* (1/06)

	  
	 	 
	
Affiliated FM Insurance Company Policy No. *

	
Page 5 of 10









 


 


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


 


 




  





  











  










Declarations







SECTION H, SPECIAL TERMS AND CONDITIONS continued:








	
2.

	
Notice of Cancellation












The time required by the Company for mailing or delivering notice of cancellation of this policy to the First Named Insured as shown in Item 17., Cancellation, shown in Section G., General Conditions, is extended from 60 days to 90, except the notice for non-payment of premium remains at ten (10) days.








	
3.

	
Off Premises Power Coverage - Telephone and Telecommunication Coverage












Coverage provided by the Off Premises Service Interruption - Property Damage and Business Interruption Extensions of Coverage are amended to include the following as covered services:







Telephone and telecommunication;







Except there shall be no coverage for any loss caused by or resulting from loss or damage to satellites.








	
4.

	
Inventory Valuation;












The following paragraphs shown in Section G., General Conditions, 14. Basis of Valuation, are amended to read as follows:








	
a.

	
2)

	
On goods sold awaiting delivery: the cash selling price at the location where loss occurs, less all discounts and charges which the merchandise would have been subject to had no loss occurred.


	 	 	 
	 	 	On goods manufactured by the Insured; merchandise not manufactured by the Insured; and inventory, all offered for sale prior to loss or damage, the Insured's original cost in acquiring the goods plus 94% at retail stores only. 
	 	 	 
	 	 	Inventory at distribution centers: the replacement cost.





 



	
a.

	
3)

	
On raw materials and supplies: the replacement cost.













	
5.

	
Leader Store Coverage Extension












The Business Interruption Coverage provided by form PRO GE 2200 of this Policy is extended to cover loss directly resulting from direct physical damage of the type insured against by this Policy, to property of the type not otherwise excluded by this Policy at leader store(s) situate in the same shopping center or mall as the affected Location of the Insured, but in no event for more than 30 consecutive days, nor to exceed * in any one loss casualty or disaster.


 


Leader Store is defined as: the store(s) designated by the shopping center owner as the anchor or lead store(s) or the store(s) generally understood to be either the largest or one of the few largest store(s) that are located in the shopping center to attract customers and/or shopping traffic to the entire shopping center in which the insured's facility is located.


 





	
* (1/06)

	  
	 	 
	
Affiliated FM Insurance Company Policy No. *

	
Page 6 of 10









 


 


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


 






  





  











  










Declarations







SECTION H. SPECIAL TERMS AND CONDITIONS continued:








	
6.

	
Contingent Business Interruption Coverage Territory












Coverage provided in Section 5., Extensions of Coverage, Item D. Contingent Business Interruption Coverage, is limited to property anywhere in the world except in the following countries, provinces or jurisdictions;







Afghanistan, Algeria, Angola, Armenia, Azerbaijan, Bosnia and Herzegovina, Botswana, Burundi, Chechnya, China (Kashmir area), Croatia, Eritrea, Ethiopia, Cuba, Haiti, Iran, Iraq, India (Kashmir area), Lebanon, Liberia, Libya, Montenegro, Montserrat, Myanmar (Burma), Nigeria, North Korea, Pakistan, Rwanda, Serbia, Somalia, Sudan, Sri Lanka, Syria, Turkish provinces of Agri, Bingol, Bitlis, Diyarbakir, Elazig, Hakkari, Mardin, Mus, Siirt, Urfa, and Van, The Democratic Republic of the Congo (former Zaire) and Yemen.







Or any other country where trade relations are unlawful as determined by the Government of the United States of America or its agencies.








	
7.

	
Terrorism - New York












CERTIFIED TERRORISM ENDORSEMENT 7180 (1/03)







Endorsement Form No. 7180 (1/03), CERTIFIED TERRORISM ENDORSEMENT, affecting "Certified Act(s) of Terrorism" Under The Terrorism Risk Insurance Act of 2002 will only apply to locations in the State of New York.







NON-CERTIFIED TERRORISM ENDORSEMENT EXPIRATION







Effective 12/31/07, endorsement Form No. 7181 NY (4/03), NON-CERTIFIED TERRORISM ENDORSEMENT, affecting "Non-Certified Act(s) of Terrorism" will expire.







CERTIFIED TERRORISM ENDORSEMENT EXPIRATION







Effective 12/31/07, endorsement Form No 7180 (1/03), CERTIFIED TERRORISM ENDORSEMENT, affecting "Certified Act(s) of Terrorism" Under The Terrorism Risk Insurance Act of 2002 will expire.


 





	
* (1/06)

	  
	 	 
	
Affiliated FM Insurance Company Policy No. *

	
Page 7 of 10









 


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


 






  





  











  










Declarations


 



SECTION H. SPECIAL TERMS AND CONDITIONS continued:










	
8.

	
Extended Terrorism Coverage Endorsement












Section F. Perils Excluded, Group I. Item 2. f. is amended to:








	
f.

	
Terrorism, including action taken to prevent, defend against, respond to or retaliate against Terrorism or suspected Terrorism, except to the extent provided in Section D, Extensions of Coverage, 17. Terrorism. However, if direct loss or damage by fire results from any of these acts (unless committed by or on behalf of the insured), then this Policy covers only to the extent the Actual Cash Value of the resulting direct loss or damage by fire to property insured. This coverage exception for such resulting fire loss or damage does not apply to any coverage provided in any Business Interruption Endorsement, if any, which may be a part of this Policy, or any extension of such coverage, or to any other coverages provided by this Policy.


	  	  
	  	
Any act which satisfies the definition of Terrorism provided in Section H, Definitions, or in any Terrorism Endorsement to this policy, shall not be considered to be vandalism, malicious mischief, riot, civil commotion, or any other risk of physical loss or damage which may be covered elsewhere in this Policy.


	  	  
	  	
If any act which satisfies the definition of Terrorism provided in Section H, Definitions, or in any Terrorism Endorsement to this policy, also comes within the terms of the hostile or warlike action exclusion of this Policy in Section F, Group I,2.a., the hostile or warlike action exclusion applies in place of this exclusion.


	  	  
	  	
If any act excluded herein involves nuclear reaction, nuclear radiation or radioactive contamination, this exclusion applies in place of the nuclear hazard exclusion of this Policy, Section F, Group I, 1.













	
9.

	
Terrorism Coverage Change












Upon expiration of the coverages provided by endorsement and sub-limited in the Declarations, EXTENSION OF COVERAGE SUB-LIMITS 17. A. Non-Certified Acts of Terrorism and 17. B. Certified Acts of Terrorism:








	
A.

	The coverage and sub-limits provided in the EXTENSION OF COVERAGE SUB-LIMITS 17 will be replaced with the following:
	 	 	 	 
	 	17.	*	A. Non-Certified Act of Terrorism Coverage
	 	 	*	B. Certified Act of Terrorism Coverage
	 	 	*	C. Terrorism for Locations Outside the United States
	 	 	*	D. Terrorism





 



	 	Sub-limit 17. D. will not apply to any location(s) (if any) in the State of New York.
	 	 
	
B.

	
The following deductible provision will be added to the DEDUCTIBLE AMOUNT section in the Declarations and will apply to Terrorism:


	 	 
	 	Terrorism (per occurrence for all coverages provided):
	 	 
	 	For each occurrence, this company will not be liable for loss or damage to insured property unless the amount of loss or damage exceeds * of the combined value of property at the location where loss or damage occurs, in accordance with the valuation section of this policy and annual business interruption value as defined in the Business Interruption Endorsement attached to this policy at the time such loss or damage at the location where loss occurs. If coverage is provided for more than one location, this deductible percentage amount will be calculated for and applied separately to each location subject to a maximum deductible amount of * per occurrence.
	 	 
	 	This deductible will not apply to any location(s) (if any) in the State of New York.





 





	
* (1/06)

	  
	 	 
	
Affiliated FM Insurance Company Policy No. *

	
Page 8 of 10









 


 


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


 


 






  





  











  










Declarations








	
I.

	
INDEX OF FORMS:












The following forms are made part of this policy:








	
Title

	
Form No.

	
Edition


	  	  	  
	
Declarations

	
*

	
(1/06)


	  	  	  
	
All Risk Property Coverage

	
*

	
(8/05)


	  	  	  
	
Business Interruption Endorsement Gross Earnings/Extra Expense

	
*

	
(1/06)


	  	  	  
	
Arkansas Amendatory Endorsement

	
*

	
(8/05)


	  	  	  
	
California Amendatory Endorsement

	
*

	
(6/06)


	  	  	  
	
Effective Time Endorsement

	
*

	
(1/00)


	  	  	  
	
Florida Amendatory Endorsement

	
*

	
(6/00)


	  	  	  
	
Florida Amendatory Sinkhole Coverage Endorsement

	
*

	
(10/93)


	  	  	  
	
Georgia Cancellation and Non-Renewal Endorsement

	
*

	
(5/07)


	  	  	  
	
Illinois Amendatory Endorsement

	
*

	
(11/03)


	  	  	  
	
Terrorism Endorsement with Limited Exception (Illinois)

	
*

	
(6/06)


	  	  	  
	
Indiana Amendatory Endorsement

	
*

	
(1/05)


	  	  	  
	
Kentucky Amendatory Endorsement

	
*

	
(8/05)


	  	  	  
	
Louisiana Amendatory Endorsement

	
*

	
(3/04)


	  	  	  
	
Non-Certified Terrorism Threshold Endorsement (Louisiana)

	
*

	
(6/06)


	  	  	  
	
Terrorism Endorsement with Limited Exception (Louisiana)

	
*

	
(6/06)


	  	  	  
	
Mississippi Amendatory Endorsement

	
*

	
(6/06)


	  	  	  
	
Post TRIA OF 2002 Act of Terrorism Endorsement(Mississippi)

	
*

	
(6/06)


	  	  	  
	
Missouri Amendatory Endorsement

	
*

	
(1/06)


	  	  	  
	
Non-Certified Terrorism Threshold Endorsement (Missouri)

	
*

	
(6706)


	  	  	  
	
Terrorism Endorsement with Limited Exception (Missouri)

	
*

	
(6/06)


	  	  	  
	
New Jersey Mandatory Endorsement

	
*

	
(6/00)


	  	  	  
	
New York Amendatory Endorsement

	
*

	
(1/06)


	  	  	  
	
Non-Certified Terrorism Endorsement (New York)

	
*

	
(4/03)


	  	  	  
	
North Carolina Amendatory Endorsement

	
*

	
(6/00)







 





	
* (1/06)

	  
	 	 
	
Affiliated FM Insurance Company Policy No. *

	
Page 9 of 10









 


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


 


 






  





  











  










Declarations







SECTION I, INDEX OF FORMS continued:








	
Title

	
Form No.

	
Edition,


	  	  	  
	
Terrorism Endorsement with Limited Exception (North Carolina)

	
*

	
(6/06)


	  	  	  
	
Oregon Amendatory Endorsement

	
*

	
(1/05)


	  	  	  
	
Terrorism Endorsement with Limited Exception (Oregon)

	
*

	
(6/06)


	  	  	  
	
South Carolina 1010 Valuation

	
*

	
-------


	  	  	  
	
South Carolina Amendatory Endorsement

	
*

	
(11/00)


	  	  	  
	
Tennessee Amendatory Endorsement

	
*

	
(1/05)


	  	  	  
	
Texas Special Mandatory Endorsement

	
*

	
(11/01)


	  	  	  
	
Washington Amendatory AR 3100 Endorsement

	
*

	
(8/05)


	  	  	  
	
Non-Certified Terrorism Endorsement (Washington)

	
*

	
(6/06)


	  	  	  
	
Terrorism Endorsement with Limited Exception (Washington)

	
*

	
(6/06)


	  	  	  
	
Certified Terrorism Endorsement

	
*

	
(1/03)


	  	  	  
	
Certified Terrorism Endorsement

	
*

	
(6/06)


	  	  	  
	
Non-Certified Terrorism Endorsement

	
*

	
(6/06)


	  	  	  
	
Application of Policy to Date and Time Recognition

	
*

	
(11/00)


	  	  	  
	
Application of Policy to Date and Time Recognition

	
*

	
(11/00)


	  	  	  
	
Application of Policy to Date and Time Recognition

	
*

	
(11/00)


	  	  	  
	
Wind And/Or Hail Prone Areas

	
*

	  
	  	  	  
	
Tier One New Madrid Seismic Zones

	
*

	  
	  	  	  
	
Tier Two New Madrid Seismic Zones

	
*

	  
	  	  	  
	
Pacific Northwest Seismic Zones

	
*

	  





 





	
* (1/06)

	  
	 	 
	
Affiliated FM Insurance Company Policy No. *

	
Page 10 of 10









 


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


 


 






  





  











  








 



	
THE HANOVER INSURANCE COMPANY

	
RENEWAL OF  *







 


 


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


 


COMMERCIAL LINES POLICY




	  	
COMMON DECLARATIONS

	
CM









 



	

POLICY NUMBER



	

POLICY PERIOD



	

COVERAGE IS PROVIDED IN THE



	

AGENCY CO




	  	
FROM

	
TO

	  	  
	
*

	
08/01/07

	
08/01/08

	
THE HANOVER INSURANCE COMPANY

	
2908948


	NAMED INSURED AND ADDRESS	AGENT	 
	
AEROPOSTALE INC


AND JIMMY'Z SURF CO.


201 WILLOWBROOK BLVD


WAYNE NJ 07470

	  	  	
J. SMITH LANIER & CO


OF ATLANTA


11330 LAKEFIELD DR STE 100


DULUTH, GA. 30097

	  





 


POLICY PERIOD: FROM: AUG. 01 2007 TO: AUG. 01 2008 AT


12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE.


 


BUSINESS DESCRIPTION: RETAIL CLOTHING STORE


 


LEGAL ENTITY: CORPORATION


 



	 





 


IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY.


 



	
 

	
THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT.







 


 



	 	 	
PREMIUM

	 
	
COMMERCIAL GENERAL LIABILITY COVERAGE

	 	$	*	 
	
**TOTAL PREMIUM:

	 	$	*	 
	
PAYABLE IN INSTALLMENTS:

	 	$	*	 





**MAY INCLUDE PREMIUM,  IF ANY, FOR TERRORISM; REFER TO DISCLOSURE NOTICE.


 



	 





 



	
FORMS APPLICABLE TO ALL COVERAGE PARTS:

	 	
*5/93

	 	
*11/98


	
* 7/02

	 	
* 7/02

	 	
*7/02

	 	
*8/04


	
*7/02

	 	
* 10/93

	 	
*7/02

	 	
*7/02


	
* 7/02

	 	
* 7/02

	 	
*7/02

	 	
*7/02


	
* 1/07

	 	  	 	  	 	  
	  	 	  	 	  	 	  





 



	
COUNTERSIGNED

	 	/s/ (illegible)	 	
BY

	  	 
	  	 	  	 	  	  	
(AUTHORIZED REPRESENTATIVE)







 


THESE DECLARATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE PART COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY.


 



	
FORM NO. * 4/90

	
ISSUED 08/15/2007


	  	
AGENCY BILL R







 



	
INSURED COPY

	
PAGE 1

	  





 


 


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


 










  





  











  













THE HANOVER INSURANCE COMPANY


 


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


 


COMMERCIAL LINES POLICY


 




	

POLICY NUMBER



	

POLICY PERIOD



	

COVERAGE IS PROVIDED IN THE



	

AGENCY CO




	  	
FROM

	
TO

	  	  
	
*

	
08/01/07

	
08/01/08

	
THE HANOVER INSURANCE COMPANY

	
2908948


	NAMED INSURED AND ADDRESS	AGENT	 
	
AEROPOSTALE INC


AND JIMMY'Z SURF CO.


201 WILLOWBROOK BLVD


WAYNE NJ 07470

	  	  	
J. SMITH LANIER & CO


OF ATLANTA


11330 LAKEFIELD DR STE 100


DULUTH, GA. 30097

	  





 




INSTALLMENT PAYMENT OF PREMIUM ENDORSEMENT PLAN Illegible


 




	  	 	 	 	 	 	 	
ENDORSEMENT

	
REVISED AMOUNTS

	 	
TOTAL

	 
	
PAYMENT


DUE DATE

	 	
PREMIUM


PAYMENT

	 	 	
INST


CHGE

	 	
PREMIUM


PAYMENT

	
INST


CHGE

	
PREMIUM


PAYMENT

	
INST


CHGE

	 	
PAYMENT


DUE

	 
	
08/01/07

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 
	
09/01/07

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 
	
10/01/07

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 
	
11/01/07

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 
	
12/01/07

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 
	
01/01/08

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 
	
02/01/08

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 
	
03/01/08

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 
	
04/01/08

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 
	
05/01/08

	 	 	*	 	 	 	*	 	  	
 

	  	  	 	 	*	 
	
TOTALS

	 	 	*	 	 	 	*	 	  	  	  	  	 	 	*	 







 


NOTHING HEREIN CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THE POLICY OTHER THAN AS STATED ABOVE.


 


EFFECTIVE 08/01/07 THIS ENDORSEMENT FORMS A PART OF POLICY NO. * ISSUED


 


TO AEROPOSTALE INC AND JIMMY'Z SURF CO.


 


BY THE HANOVER INSURANCE COMPANY


 



	  	
COUNTERSIGNED BY

	  	  





 



	
FORM NO. * 5/93

	
ISSUED 08/15/2007







 




	 	 	  
	
INSURED COPY

	 	 







 


 


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


 





  





  











  








 




	
THE HANOVER INSURANCE COMPANY

	
RENEWAL OF *







 




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


 


POLICY SCHEDULE OF NAMES AND ADDRESSES


 





	

POLICY NUMBER



	

POLICY PERIOD



	

COVERAGE IS PROVIDED IN THE



	

AGENCY CO




	  	
FROM

	
TO

	  	  
	
*

	
08/01/07

	
08/01/08

	
THE HANOVER INSURANCE COMPANY

	
2908948


	NAMED INSURED AND ADDRESS	AGENT	 
	
AEROPOSTALE INC


AND JIMMY'Z SURF CO.


201 WILLOWBROOK BLVD


WAYNE NJ 07470

	  	  	
J. SMITH LANIER & CO


OF ATLANTA


11330 LAKEFIELD DR STE 100


DULUTH, GA. 30097

	  





 






THE NAMED INSURED ON THIS POLICY IS EXTENDED TO INCLUDE:


 


AEROPOSTALE WEST INC


 


LOCATIONS OF COVERED OPERATIONS


 


PREMISES 1


SCHEDULE OF LOCATIONS ON FILE


W/COMPANY


07470


 



	
FORM NO. * 4/90

	
ISSUED 08/15/2007


	 	 
	  	
AGENCY BILL







 




	
INSURED COPY

	
PAGE 2

	  







 


 


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




 





  





  











  








 



	
THE HANOVER INSURANCE COMPANY

	
RENEWAL OF *







 


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


 


COMMERCIAL GENERAL LIABILITY DECLARATION


 






	

POLICY NUMBER



	

POLICY PERIOD



	

COVERAGE IS PROVIDED IN THE



	

AGENCY CO




	  	
FROM

	
TO

	  	  
	
*

	
08/01/07

	
08/01/08

	
THE HANOVER INSURANCE COMPANY

	
2908948


	NAMED INSURED AND ADDRESS	AGENT	 
	
AEROPOSTALE INC


AND JIMMY'Z SURF CO.


201 WILLOWBROOK BLVD


WAYNE NJ 07470

	  	  	
J. SMITH LANIER & CO


OF ATLANTA


11330 LAKEFIELD DR STE 100


DULUTH, GA. 30097

	  





 









	
AUDIT FREQUENCY: ANNUAL

	 	 	 
	
LIMITS OF INSURANCE:

	 	 	 
	
GENERAL AGGREGATE LIMIT

	 	$	*	 
	
PRODUCTS - COMPLETED OPERATIONS AGGREGATE LIMIT

	 	$	*	 
	
EACH OCCURRENCE LIMIT

	 	$	*	 
	
FIRE DAMAGE LIMIT, ANY ONE FIRE

	 	$	*	 
	
PERSONAL AND ADVERTISING INJURY LIMIT

	 	$	*	 
	
MEDICAL EXPENSE LIMIT, ANY ONE PERSON

	 	$	*	 





 




	
TOTAL ADVANCE COMMERCIAL GENERAL LIABILITY PREMIUM:

	 	$	*	 







 



	
FORMS APPLICABLE TO

	 	
COMMERCIAL GENERAL

	 	
LIABILITY:

	 	
* 02/03


	
* 11/86

	 	
* 03/98

	 	
* 03/98

	 	
* 12/02


	
* 08/93

	 	
* 09/03

	 	
* 07/02

	 	
* 07/02


	
* 08/00

	 	
* 08/03

	 	
* 07/02

	 	
* 07/02


	
* 10/02

	 	
* 12/89

	 	
* 03/96

	 	
* 08/97


	
* 03/03

	 	
* 10/93

	 	
* 07/03

	 	
* 08/87


	
* 07/02

	 	
* 12/01

	 	
* 07/02

	 	
* 07/02


	
* 07/02

	 	
* 02/95

	 	
* 07/02

	 	
*


	
* 04/98

	 	
* 07/02

	 	
* 07/02

	 	
* 07/02


	
* 10/93

	 	
* 07/98

	 	  	 	  





 


 



	
FORM NO. * 2/89

	
ISSUED 08/15/2007







 



	 	
AGENCY BILL







 


 


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


 





  





  











  














	
THE HANOVER INSURANCE COMPANY

	
RENEWAL OF *












THE HANOVER INSURANCE COMPANY, 44 0 LINCOLN ST., WORCESTER, MA 01605







COMMERCIAL GENERAL LIABILITY CLASSIFICATION SCHEDULE


 







	

POLICY NUMBER



	

POLICY PERIOD



	

COVERAGE IS PROVIDED IN THE



	

AGENCY CO




	  	
FROM

	
TO

	  	  
	
*

	
08/01/07

	
08/01/08

	
THE HANOVER INSURANCE COMPANY

	
2908948


	NAMED INSURED AND ADDRESS	AGENT	 
	
AEROPOSTALE INC


AND JIMMY'Z SURF CO.


201 WILLOWBROOK BLVD


WAYNE NJ 07470

	  	  	
J. SMITH LANIER & CO


OF ATLANTA


11330 LAKEFIELD DR STE 100


DULUTH, GA. 30097

	  





 










RENEWAL








	
LOC ST TER CODE SUBLINE

	
PREMIUM BASIS

	 	
PER

	 	 	
RATE

	 	 	
ADVANCE


PREMIUM

	 
	
1 NJ 005 11128334

	
* GROSS SALES

	 	 	1000	 	 	$	*	 	 	$	*	 
	  	
* GROSS SALES

	 	 	M	 	 	$	*	 	 	$	*	 
	
CLOTHING OR WEARING APPAREL STORES - NOT FOR PROFIT

	 










SUBLINE 334 PREMISES AND OPERATIONS


SUBLINE 336 PRODUCTS AND COMPLETED OPERATIONS








	
FORM NO. * 2/89

	
ISSUED 08/15/2007













	  	
AGENCY BILL













	
INSURED COPY

	
 

	  





 


 


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


 


 




  





  











  






 




	
THE HANOVER INSURANCE COMPANY

	
RENEWAL OF *







 



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







MISCELLANEOUS LIABILITY COVERAGE PART DECLARATION




 


 








	

POLICY NUMBER



	

POLICY PERIOD



	

COVERAGE IS PROVIDED IN THE



	

AGENCY CO




	  	
FROM

	
TO

	  	  
	
*

	
08/01/07

	
08/01/08

	
THE HANOVER INSURANCE COMPANY

	
2908948


	NAMED INSURED AND ADDRESS	AGENT	 
	
AEROPOSTALE INC


AND JIMMY'Z SURF CO.


201 WILLOWBROOK BLVD


WAYNE NJ 07470

	  	  	
J. SMITH LANIER & CO


OF ATLANTA


11330 LAKEFIELD DR STE 100


DULUTH, GA. 30097

	  





 












AUDIT FREQUENCY: ANNUAL







LIMITS OF INSURANCE:


REFER TO GENERAL LIABILITY BROADENING END.








	
TOTAL ADVANCE MISCELLANEOUS LIABILITY PREMIUM:

	
INCLUDED













	
FORMS APPLICABLE TO MISCELLANEOUS LIABILITY:

	 	
* 02/03


	
* 11/86

	 	
* 03/98

	 	
* 03/98

	 	
* 12/02


	
* 08/93

	 	
* 09/03

	 	
* 07/02

	 	
* 07/02


	
* 08/00

	 	
* 08/03

	 	
* 07/02

	 	
* 07/02


	
* 10/02

	 	
* 12/89

	 	
* 03/96

	 	
* 08/97


	
* 03/03

	 	
* 10/93

	 	
* 07/03

	 	
* 08/87


	
* 07/02

	 	
* 12/01

	 	
* 07/02

	 	
* 07/02


	
* 07/02

	 	
* 02/95

	 	
* 07/02

	 	
*


	
* 04/98

	 	
* 07/02

	 	
* 07/02

	 	
* 07/02


	
* 10/93

	 	
* 07/98

	 	  	 	  











	
FORM NO. * 2/89

	
ISSUED 08/15/2007


	  	  
	  	
AGENCY BILL







 


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


 


 




  





  











  








 



	
THE HANOVER INSURANCE COMPANY

	
RENEWAL OF *












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







MISCELLANEOUS LIABILITY COVERAGE PART DECLARATION








	  	
POLICY PERIOD

	  	  
	
POLICY NUMBER

	
FROM

	
TO

	
COVERAGE IS PROVIDED IN THE

	
AGENCY CO


	
*

	
08/01/07

	
08/01/08

	
THE HANOVER INSURANCE COMPANY

	
2908948








	
NAMED INSURED AND ADDRESS

	
AGENT


	
AEROPOSTALE INC

	
J. SMITH LANIER & CO


	
AND JIMMY'Z SURF CO.

	
OF ATLANTA


	
201 WILLOWBROOK BLVD

	
11330 LAKEFIELD DR STE 100


	
WAYNE NJ

	
07470

	
DULUTH, GA.

	
30097












THE EMPLOYEE BENEFITS LIABILITY COVERAGE PROVIDES CLAIMS/MADE COVERAGE. PLEASE REFER TO FORM CG04 3 5  FOR RETROACTIVE DATE.







LIMITS OF INSURANCE:



	
EMPLOYEE BENEFITS LIABILITY AGGREGATE LIMIT

	
*


	
EACH EMPLOYEE LIMIT

	
*


	  	  
	
EACH EMPLOYEE DEDUCTIBLE

	
*













	
FORM NO.  *    2/89

	
ISSUED 08/15/2007












AGENCY BILL


 


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


 










  





  











  



















	
THE HANOVER INSURANCE COMPANY

	
RENEWAL OF *












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







MISCELLANEOUS LIABILITY CLASSIFICATION SCHEDULE








	 	
POLICY PERIOD

	 	 
	
POLICY NUMBER

	
FROM

	
TO

	
COVERAGE IS PROVIDED IN THE

	
AGENCY CO


	
*

	
08/01/07

	
08/01/08

	
THE HANOVER INSURANCE COMPANY

	
2908948








	
NAMED INSURED AND ADDRESS

	  	
AGENT

	  
	
AEROPOSTALE INC

	  	
J. SMITH LANIER & CO

	  
	
AND JIMMY'Z SURF CO.

	  	
OF ATLANTA

	  
	
201 WILLOWBROOK BLVD

	  	
1133 0 LAKEFIELD DR STE 100

	  
	
WAYNE NJ

	
07470

	
DULUTH,  GA.

	
30097












RENEWAL








	
LOC

	
ST

	
TER

	
CODE

	
SUBLINE

	
PREMIUM BASIS

	
PER

	
RATE

	
ADVANCE PREMIUM


	
1

	
NJ

	
005

	
90994

	
325

	  	  	  	
*


	
GENERAL LIABILITY BROADENING ENDORSEMENT


	  	  	  	  	  	  	  	  	  
	
LOC

	
ST

	
TER

	
CODE

	
SUBLINE

	
PREMIUM BASIS

	
PER

	
RATE

	
ADVANCE PREMIUM


	
1

	
NJ

	
005

	
92100

	
325

	
IF ANY EMPLOYEES

	
EACH

	
*

	
*


	
EMPLOYEE BENEFITS LIABILITY












SUBLINE 325    MISCELLANEOUS LIABILITY








	
FORM NO.  *    2/89

	
ISSUED 08/15/2007












AGENCY BILL








	
INSURED COPY

	
231-1096 (1/7)







 


 


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




 





  





  











  








 



	
THE HANOVER INSURANCE COMPANY

	
RENEWAL OF    *












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







POLICY FORMS RECAP


ATTACH THIS FORM TO YOUR POLICY








	 	
POLICY PERIOD

	 	 
	
POLICY NUMBER

	
FROM

	
TO

	
COVERAGE IS PROVIDED IN THE

	
AGENCY CO


	
*

	
08/01/07

	
08/01/08

	
THE HANOVER INSURANCE COMPANY

	
2908948








	
NAMED INSURED AND ADDRESS

	  	
AGENT

	  
	
AEROPOSTALE INC

	  	
J. SMITH LANIER & CO

	  
	
AND JIMMY'Z SURF CO.

	  	
OF ATLANTA

	  
	
201 WILLOWBROOK BLVD

	  	
11330 LAKEFIELD DR STE 100

	  
	
WAYNE NJ

	
07470

	
DULUTH,  GA.

	
30097












FORMS APPLICABLE AT RENEWAL:   (ALL NEW FORMS ARE IDENTIFIED WITH AN ASTERISK)







ALL COVERAGE PARTS:








	
*

	
5/93

	
*

	
 

	
 

	
11/98

	
*

	
 

	 	
7/02

	
*

	
 

	
 

	
7/02


	
*   

	 	 	
7/02

	
*

	
 

	
 

	
8/04

	
*

	
 

	 	
7/02

	*	
10/93


	
* 

	 	 	
7/02

	
*

	
 

	
 

	
7/02

	
*

	
 

	 	
7/02

	
*

	
 

	
 

	
7/02


	
* 

	  	 	
7/02

	
*

	
 

	
 

	
7/02

	*	
1/07

	  	  	  	  










GENERAL LIABILITY COVERAGE PART:








	
*  

	 	 	
2/03

	
*

	
 

	
 

	
11/86

	
*

	
 

	 	
3/98

	
*

	
 

	
 

	
3/98


	
*

	 	 	
12/02

	
*

	
 

	
 

	
8/93

	
*

	
 

	 	
9/03

	
*

	
 

	
 

	
7/02


	
*

	 	 	
7/02

	*	
8/00

	
*

	
 

	 	
8/03

	
*

	
 

	
 

	
7/02


	
*

	 	 	
7/02

	
*

	
 

	
 

	
10/02

	
*

	
 

	 	
12/89

	
*

	
 

	
 

	
3/96


	
* 

	 	 	
8/97

	
*

	
 

	
 

	
3/03

	
*

	
 

	 	
10/93

	
*

	
 

	
 

	
7/03


	
* 

	 	 	
8/87

	
*

	
 

	
 

	
7/02

	
*

	
 

	 	
12/01

	
*

	
 

	
 

	
7/02


	
*

	 	 	
7/02

	
*

	
 

	
 

	
7/02

	
*

	
 

	 	
2/95

	
*

	 	 	
7/02


	
*

	  	
*

	
 

	
 

	
4/98

	
*

	
 

	 	
7/02

	
*

	
 

	
 

	
7/02


	
* 

	 	 	
7/02

	
*

	
 

	
 

	
10/93

	
*

	
 

	 	
7/98

	  	  	  	  











	
COUNTERSIGNED

	  	 	
BY

	  
	  	  	 	  	
(AUTHORIZED REPRESENTATIVE)













	
FORM NO. * 4/90

	
ISSUED 08/15/2007












AGENCY BILL  R








	
INSURED COPY

	
PAGE 8

	  










231-1096 (1/9)


 


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




 





  





  











  
















 


Renewal of Policy: *







COMMERCIAL UMBRELLA POLICY







THESE DECLARATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS AND COVERAGE FORM(S) COMPLETE THE BELOW NUMBERED POLICY


 


POLICY NUMBER: * 


DECLARATIONS:








	
Named Insured and Address (No., Street, Town, County, State)

	
Agent


	
AEROPOSTALE INC

	
J SMITH LANIER & CO


	
AND JIMMY'Z SURF CO

	
OF ATLANTA


	
201 WILLOWBROOK BLVD

	
11330 LAKEFIELD DR STE 100


	
WAYNE NJ 07470

	
DULUTH GA 30097


	  	
AGENT CODE: 2908948












Policy Period: (Month, Day, Year)


From: 08/01/2007 To 08/01/2008


12:01 A. M., standard time at the address of the Named Insured as stated herein





	
Form of Business

	  	  	  
	  	  	  	  
	
£ Individual

	
£ Partnership

	
£ Corporation

	
£ Limited Liability Company


	
T Organization (Other than Partnership, Joint Venture or Limited Liability Company


	
Business Description:        RETAIL CLOTHING STORE


	
IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS PREMIUM MAY BE SUBJECT TO AUDIT.








	
 


Limit of Liability (Section III)

	  	  
	
Each Occurrence Limit

	
*

	  
	
Aggregate Limit

	
*

	  
	
Personal & Advertising Injury Limit

	
*

	  
	
Retained Limit     Self-Insured Retention

	
*


 

	  
	
Premium Computation

	
Estimated Annual:

	  
	  	
Rate Per:

	
FLAT


	  	
Estimated Annual Premium:

	
*


	  	
Annual Minimum Premium:

	
*


	  	
Advance Premium:

	
*












Endorsements: * 01/07, * 12/02, * 11/02, * 01/07, * 10/05, * 10/05, * 10/05, * 10/05, * 12/05, * 12/04, * 03/05 * 09/00, * 02/02, * 12/01, * 12/04, * 03/05, * 12/05, * 11/98, * 12/05, * 03/06, * 08/07, * 06/06, * 10/05







* 05/93








	
£ PRE PAID - the total annual premium is due at inception.


	
T HANOCASH - the annual premium is payable according to the term of the Hanocash endorsement attached


	
£ ACCOUNT BILL

	
£ DIRECT BILL

	
£ Annual

	
£ Semi-Annual

	
£ Other


	
Audit period: Non Auditable Unless indicated by

	
£ Annual

	
£ Semi-Annual

	
£Other







If you cancel this policy, we shall receive and retain not less than $ NIL as a policy minimum premium.







CRF







*  10/05


 



 


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




 










  





  











  
















 


SCHEDULE A - SCHEDULE OF UNDERLYING POLICIES








	
Insured: AEROPOSTALE INC


	
Effective on and after AUGUST 1ST, 2007, 12:01 A.M. Standard Time


	
This Schedule is part of Policy Number: *













	
CARRIER, POLICY NUMBER & PERIOD

	  	
TYPE OF POLICY

	  	
APPLICABLE LIMITS OR AMOUNT OF INSURANCE


	  	  	  	  	  	  	  
	
(a)

	
Carrier HANOVER INSURANCE COMPANY


 


Policy Number *


 


Policy Period:


08/01/2007 TO 08/01/2008

	  	
Commercial


General Liability


x Per Location


o Per Project


o Owned Autos


o Non-owned & Hired Autos

	  	
*


*


 


*


*

	  	
Each Occurrence


Personal & Advertising Injury


 


General Aggregate


Product/Completed Operation Aggregate


	  	  	  	  	  	  	  	  
	 	 	 	 	 	 
	
(b)

	
Carrier. HANOVER INSURANCE COMPANY

	  	
Comprehensive

	  	
Bodily Injury and Property Damage Liability Combined


	 	
 


Policy Number *


 


Policy Period:


08/01/2007 TO 08/01/2008

	  	
Automobile Liability including


x Owned automobiles


x Non-owned & Hired

	  	
*


$


$


$

	  	
Each Accident Bodily Injury


Each Person


Each Accident Property Damage


Each Accident


	  	  	  	  	  	  	  	  
	 	 	 	 	 	 
	
(c)

	
Carrier

	  	
Garage Liability

	  	
Bodily Injury and Property Damage Liability Combined


	  	
 


Policy Number


 


Policy Period:

	  	
o Dealers


o Service

	  	
Each Accident


Garage Operations


$


$


 


$


Garage Operations


$

	  	
 


 


Auto Only


Other than Auto Only


 


Aggregate


 


Other than Auto Only


	  	  	  	  	  	  	  	  
	 	 	 	 	 	 
	
(d)

	
Carrier.

	  	
Standard Workers'

	  	
Coverage B - Employers Liability


	  	
 


Policy Number.


 


Policy Period:

	  	
Compensation &


Employers' Liability

	  	
Bodily Injury by Accident


$


Bodily Injury by Disease


$


$

	  	
 


Each Accident


 


Each Employee


Aggregate


	  	  	  	  	  	  	  	  
	 	 	 	 	 	 	 	 
	
(e)

	
Carrier

	  	
Liquor Liability

	  	
$

	  	
Each Common Cause


	  	
 


Policy Number


 


Policy Period:

	  	
o Per Location

	  	
$


$


$

	  	
Other


Aggregate


Other


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
(f)

	
Carrier

	  	
Professional Liability

	  	
$

	  	
Each Occurrence


	  	
 


Policy Number


 


Policy Period:


 

	  	  	  	
$


$


$


$

	  	
Each Claim


Other


Aggregate


Other












An "X" marked in the box provided indicates these broadening or optional coverage are provided in the Underlying Insurance








	
* (10/05)

	
Page 1 of 2







 


 


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




 





  





  











  








 



	
(g)

	
Carrier:


 


Policy Number:


 


Policy Period:


 

	 	
Watercraft Liability

	 	
$

	 	  
	  	  	 	  	 	  	 	  
	
(h)

	
Carrier:


 


Policy Number :


 


Policy Period:


 

	 	
Directors & Officers Liability

	 	
$


$


$


$


$

	 	
Each Occurrence


Each Claim


Other


Aggregate


Other


	  	  	 	  	 	  	 	  
	
(i)

	
Carrier:


 


Policy Number:


 


Policy Period:


 

	 	
Stop Gap Liability

	 	
Bodily Injury by Accident


$


Bodily Injury by Disease


$


$

	 	
 


Each Accident


 


Each Employee


Aggregate


	  	  	 	  	 	  	 	  
	
(j)

	
Carrier:


 


Policy Number:


 


Policy Period:


 

	 	
Other

	 	
$

	 	  










An "X" marked in the box provided Indicates these broadening or optional coverage are provided In the Underlying Insurance








	
Countersigned By:

	/s/ (illegible)	  	
Date:

	10/18/07  
	  	
Authorized Representative of the Company

	  	  	  





 


* (10/05)


 


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








  





  











  








 




	
Declarations

	
EXCESS LIABILITY POLICY


	  	  
	
POLICY NUMBER: *

	
FIREMAN'S FUND INSURANCE COMPANIES


	
ITEM 1

	  
	
POLICY PERIOD: FROM 08/01/07 TO 08/01/08

	
Coverage is provided in the following


	
(12:01 A.M. Standard time at the address

	
company, a stock company.


	
of the Named Insured as stated herein)

	  
	  	
01   Fireman's Fund Insurance


	
ITEM 2

	
       Company


	
NAMED INSURED AND MAILING ADDRESS:

	  
	
AER0P0STALE, INC.

	  
	
201 WILLOWBROOK BLVD

	  
	
WAYNE, NJ 07470

	  





 



	 
	
In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy.


	  
	
LIMITS OF INSURANCE


	
*   Each Occurrence            *   Aggregate


	
UNDERLYING INSURANCE LIMITS


	
*    Each Occurrence            *   Aggregate


	
PREMIUM


	
            Basis of premium:     Flat charge


	
            Advance Premiums * *       Annual Minimum Premium:    * includes Terrorism Risk Insurance Act - Certified Acts Coverage:       *


	
* Includes New Jersey PLIGA Surcharge of *


	
SCHEDULE OF UNDERLYING INSURANCE


	  
	
This schedule is described within Form No. * 2-91 which forms a part of this policy's declarations.


	
SCHEDULE OF ENDORSEMENTS


	  
	
This schedule is described within Form No. * which forms a part of this policy's declarations.


















	
Date of Issue:

	
Countersignature of Authorized Agent:


	
     08/15/2007

	
    /s/ (illegible)












This declarations page is issued in conjunction with and forms a part of Policy Form *


 




 


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











  





  











  













SCHEDULE OF UNDERLYING INSURANCE - * 



















First Underlying Insurance:








	  	
Company:

	
HANOVER INSURANCE COMPANY


	  	
Policy Mo:

	
AS ASSIGNED BY COMPANY


	  	
Expiration Data:   

	
08/01/2008












LIMITS OF INSURANCE


Limits:



	
  

	
*

	
Each Occurrence








	
  

	
*

	
Aggregate







 


 


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




 





  





  











  








 



	 	 
	
*

	
SCHEDULE OF ENDORSEMENTS


	  	  
	  	  
	
*

	
WAR LIABILITY EXCLUSION


	  	  
	
*

	
EXTERIOR INSULATION AND FINISH SYSTEM EXCLUSION


	  	  
	
*

	
SILICA PARTICLES EXCLUSION


	  	  
	
*

	
CONDITIONAL EXCLUSION OF TERRORISM INVOLVING NUCLEAR, BIOLOGICAL OR CHEMICAL TERRORISM (RELATING TODISPOSITION OF FEDERAL TERRORISM RISK INSURANCE ACT OF 2002)


	  	  
	
*

	
DISCLOSURE OF PREMIUM AND ESTIMATED PREMIUM FOR CERTIFIED ACTS OF TERRORISM COVERAGE (PURSUANT TO TERRORISM RISC INSURANCE ACT OF 2002)


	  	  
	
*

	
CANCELLATION-AMENDMENT OF NOTICE


	  	  
	
*

	
LEAD EXCLUSION


	  	  
	
*

	
NEW JERSEY AMENDATORY


	  	  
	
*

	
INTELLECTUAL PROPERTY EXCLUSION


	  	  
	
*

	
FUNGI OR BACTERIA EXCLUSION


	  	  
	
*

	
ELECTRONIC DATA EXCLUSION


	  	  
	
*

	
NUCLEAR, BIOLOGICAL OR CHEMICAL TERRORISM EXCLUSION (OTHER THAN CERTIFIED ACTS OF TERRORISM)


	  	  
	
*

	
VIOLATION OF STATUTES EXCLUSION (EMAILS, FAX, PHONE CALLS OR OTHER METHODS OF SENDING MATERIAL OR INFORMATION)







 


 


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




 





  





  











  








 



		
COMMERCIAL LINES POLICY

	  
	
COMMON DECLARATIONS

	  
















	
T The Hanover Insurance Company      £ Massachusetts Bay Insurance Company

	  
	
£ Citizens Insurance Company of America

	
*


	
Coverage is Provided in the Company designated by  above

	
Renewal of Number













	
POLICY NUMBER

	
POLICY PERIOD

	  	
AGENCY CODE


	  	
FROM

	
TO

	  	  
	
*

	
08/01/2007

	
08/01/2008

	
AT 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS SHOWN BELOW

	
2908948


	
NAMED INSURED AND MAILING ADDRESS

	
AGENT

	  
	
(No., Street Town or City, County, State, Zip Code)


AEROPOSTALE INC


201 WILLOWBROOK BLVD


WAYNE, NJ 07470

	
 


J SMITH LANIER & CO


OF ATLANTA


1130 LAKEFILED DR STE 100


DULUTH GA 30097


AGENT CODE:2908948













	
DESCRIPTION OF BUSINESS


	
Form of Business:            £


£ Individual       £ Joint Venture      £ Partnership       T Organization (Other than Partnership or Joint Venture)


Business Description: RETAIL CLOTHING STORE


 








	
IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PART(S) FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT.


 








	  	  	
PREMIUM

	 
	  	
■ Commercial Property Coverage Part

	
$

	  	 
	  	
■ Commercial General Liability Coverage Part

	
$

	  	 
	  	
■ Commercial Crime Coverage Part

	
$

	  	 
	  	
■ Commercial Inland Marine Coverage Part

	
$

	  	 
	  	
■ Boiler and Machinery Coverage Part

	
$

	  	 
	  	
■ Commercial Auto Coverage Part

	
$

	
*

	 
	  	  	
$

	  	 
	 PREMIUM	 	 	 	 






	
£ Prepaid - The total annual premium of $                           is due at inception


£ Annual instalments -$                          due at inception, and $                            due at each anniversary*


T Hanocash - The annual premium of *                is payable according to the terms of the Hanocash endorsement attached.


Ÿ£ (If , anniversary adjustment of rates is waived)

	
DIRECT BILL:


 £ PREPAID


 £ 4-PAY


 £ 8-PAY


 £








	
Audit Period: Non-Auditable Unless Indicated By Annual  □ Semi-Annual  □ Quarterly  □ Monthly  £ Other


	  
	
Form(s) and Endorsement(s) applicable to all Coverage Part(s) and made a part of this policy at time of issue: *


	  
	  





 



	
Countersigned:

	
By

	
/s/ (illegible)


	  	  	
Authorized Representative












THESE DECLARATIONS TOGETHER WITH THE COMMON POLICY CONDITIONS. COVERAGE PART COVERAGE FORM(S) AND FORMS AND ENDORSEMENTS, IF ANY, ISSUED TO FORM A PART THEREOF, COMPLETE THE ABOVE NUMBERED POLICY.







CRF







INSURED







Includes copyrighted material of Insurance Services Office, Inc., with its permission. Copyright Insurance Services Office. Inc. 1983. 1984.


 


 


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




 





  





  











  















		
BUSINESS AUTO COVERAGE FORM

	  
	
DECLARATIONS

	  
	
(Page 1 of 4)

	  















*


Renewal of Policy








	
POLICY NUMBER

	
POLICY PERIOD-

	  	
AGENCY CODE


	  	
FROM

	
TO

	  	  
	
AHA 7584826 05

	
08/01/2007

	
08/01/2008

	
AT 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ON THE COMMON DECLARATIONS

	
2908948


	 	 	 	 	 











	
ITEM TWO


	
SCHEDULE OF COVERAGES AND COVERED AUTOS


	
This policy provides only those coverages where a charge is shown in the premium column below. Each of these coverages will apply only to those "autos" shown as covered "autos." "Autos" are shown as covered "autos" for a particular coverage by the entry of one or more of the symbols from the COVERED AUTO Section of the Business Auto Coverage Form next to the name of the coverage.








	
COVERAGES

	
COVERED AUTOS (Entry of one or more of the symbols from the COVERED AUTOS Section of the Business Auto Coverage Form shows which autos are covered autos)

	
LIMIT


 


THE MOST WE WILL PAY FOR ANY ONE ACCIDENT OR LOSS

	
PREMIUM


	
LIABILITY

	
1

	
$            *

	
*


	
PERSONAL INJURY PROTECTION (or equivalent No fault Coverage)

	
5

	
SEPARATELY STATED IN EACH PIP ENDORSEMENT MINUS


$                           Ded

	
INCI


	
ADDED PERSONAL INJURY PROTECTION (or equivalent No-fault coverage)

	  	
SEPARATELY STATED IN EACH ADDED PIP ENDORSEMENT

	  
	
PROPERTY PROTECTION INSURANCE (Michigan only)

	  	
SEPARATELY STATED IN THE P.P.I. ENDORSEMENT MINUS


$                            Ded FOR EACH ACCIDENT

	  
	
AUTO MEDICAL PAYMENTS

	
2

	
$                 *

	
INCL


	
UNINSURED MOTORISTS

	
2

	
$            *

	
INCL


	
DERINSURED MOTORISTS


(when not included in Uninsured Motorists Coverage

	  	
$

	  
	
PHYSICAL DAMAGE COMPREHENSIVE COVERAGE

	
2

	
ACTUAL CASH VALUE OR COST OF REPAIR, WHICHEVER IS LESS MINUS $                 * Ded. FOR EACH COVERED AUTO. BUT NO DEDUCTIBLE APPLIES TO LOSS CAUSED BY FIRE OR LIGHTNING. See ITEM FOUR for hired or borrowed "autos."

	
INCL


	
PHYSICAL DAMAGE Specified CAUSES OF LOSS COVERAGE

	  	
ACTUAL CASH VALUE OR COST OF REPAIR, WHICHEVER IS LESS MINUS $ * Ded. FOR EACH COVERED AUTO. FOR LOSS CAUSED BY MISCHIEF OR VANDALISM. See ITEM FOUR fa hired or borrowed "autos."

	  
	
PHYSICAL DAMAGE COLLISION COVERAGE

	
2

	
ACTUAL CASH VALUE OR COST OF REPAIR, WHICHEVER IS LESS MINUS $                 * Ded. FOR EACH COVERED AUTO. See ITEM FOUR for hired or borrowed "autos."

	
INCL


	
PHYSICAL DAMAGE TOWING AND LABOR (Not Available In California)

	  	
$                         for each disablement of a private passenger auto.

	  






	
AUTO BROADENING COVERAGE (INCL)

	
PREMIUM FOR ENDORSEMENTS

	
*


	
FORM *

	
ESTIMATED TOTAL PREMIUM

	  






	
ENDORSEMENTS ATTACHED TO THIS COVERAGE FORM:


	
    * - Broad Form Nuclear Exclusion (Not Applicable in New York)


	
SEE *


	  
	  
	  
	  
	  
	  










CRF













	
* (12-90)

	
Copyright, Insurance Services Office, Inc., 1990

	  





 


 


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




 





  





  











  








 



		
BUSINESS AUTO COVERAGE FORM

	  
	
DECLARATIONS

	  
	
(Page 2 of 4)

	  















AHA 7584826 04


Renewal of Number








	
POLICY NUMBER

	
POLICY PERIOD

	  	
AGENCY CODE


	  	
FROM

	
TO

	  	  
	
*

	
08/01/2007

	
08/01/2008

	
AT 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ON THE COMMON DECLARATIONS

	
2908948


	 	 	 	 	 











	
ITEM THREE SCHEDULE OF COVERED AUTOS YOU OWN


	
Covered

	
DESCRIPTION

	
PURCHASED

	
TERRITORY








	
Auto No.

	
Year Model, Trade Name, Body Type Serial Number(S) Vehicle Identification Number (VIN)

	
Original Cost New

	
Actual Cost &


NEW (N)


USED (U)

	
Town & Slate Where the Covered Auto will be principally garaged


	  	
ON FILE W/ COMPANY


 


 

	  	  	  






	
Covered Auto No.

	
CLASSIFICATION

	
Except physical damages loss is payable to you and the loss payee named below as Interests may appear at the time of the loss


	
Radius of Operation

	
Business use


s = service


r = retail


c = commercial

	
Size GVW, GCW or Vehicle Seating Capacity

	
Age Group

	
Primary Rating Factor

	
Secondary Rating Factor

	
Code


	
Liab.

	
Phy.


Dam.


	  	  	  	  	  	  	  	  	  	
ON FILE W/COMPANY


 


 








	
Covered I Auto No.

	  COVERAGES-PREMIUMS, LIMITS, AND DEDUCTIBLES (Absence of a deductible or limit entry in any column below means that the limit or deductible entry in the corresponding ITEM TWO column applies instead)
	
LIABILITY

	
PERSONAL INURY PROTECTION

	
ADDED P.I.P.

	
PROP. PROT. (Mich. only)


	
Limit

	
Premium

	
Limited stated in each P.I.P. End. Minus de-ductible shown below

	
Premium

	
Limit stated in each Added P.I.P. End. Premium

	
Limit stated In P.P.I, end. minus deductible shown below

	
Premium


	  	  	
SEE


COMPOSITE RATED ENDORSEMENT *

	  	  	  	  	  
	
Total Premium

	  	  	  	  	  	  	  






	
Covered 

	
COVERAGES-PREMIUMS, LIMITS, AND DEDUCTIBLES (Absence of a deductible or limit entry in any column below means mat the limit or deductible entry in the corresponding ITEM TWO column applies instead)








	Auto No.	
AUTO. MED PAY

	
UNINSURED MOTORISTS

	
UNDERINSURED MOTORISTS

	  
	  	
Limit

	
Premium

	
Limit

	
Premium

	
Limit

	
Premium

	  
	  	  	
SEE COMPOSITE RATED ENDORSEMENT *

	  	  	  	  	  
	
Total Premium

	  	  	  	  	  	  	  






















Copyright, Insurance Services Office, Inc., 1990


 



	
FORM * (12-90)

	
CRF

	
CA 00 02 12 90







 


 


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










  





  











  









 



		BUSINESS AUTO COVERAGE FORM	 
	DECLARATIONS	 
	(Page 3 of 4)	 





 




 


*


Renewal of Number


 



	
POLICY NUMBER

	
POLICY PERIOD


FROM                                     TO

	  	
AGENCY CODE


 


	
 


*

	
 


08/01/2007

	
 


08/01/2008

	
AT 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ON THE COMMON DECLARATIONS

	
 


2908948


	  
	
ITEM THREE CONTINUED


	
Covered Auto No.

	
COVERAGES-PREMIUMS, LIMITS AND DEDUCTIBLES (Absence of a deductible or limit entry In any column below means that the limit or deductible entry In the corresponding 


ITEM TWO column applies Instead)


	
COMPREHENSIVE

	
SPECIFIED CAUSES OF LOSS

	
COLLISION

	
TOWING & LABOR


	
Limit stated In ITEM TWO minus deduc-tible shown below

	
Premium

	
Limit stated in ITEM TWO


 Premium

	
Limit stated in ITEM TWO minus deductible shown below

	
Premium

	
Limit Per 


Disablement

	
Premium


	  	  	
SEE


COMPOSITE RATED ENDORSEMENT *

	  	  	  	  	  
	
  Total 


Premium

	  	  	  	  	  	  	  





ITEM FOUR SCHEDULE OF HIRED OR BORROWED COVERED AUTO COVERAGE AND PREMIUMS.


LIABILITY COVERAGE-RATING BASIS, COST OF HIRE



	
STATE

	
ESTIMATED COST OF 


HIRE FOR EACH STATE

	
RATE PER EACH $100 


COST OF HIRE

	
FACTOR (If Liab. Cov. is primary)

	
PREMIUM


	
SEE *


 

	  	  	  	
INCL


	  	
TOTAL PREMIUM


 

	
INCL







Cost of hire means the total amount you incur for the hire of "autos" you don't own (not including "autos" you borrow or rent from your employees or their family members). Cost of hire does not include charges for services performed by motor carriers of property or passengers.



	
PHYSICAL DAMAGE COVERAGE


	
 


COVERAGES


 

	
LIMIT OF INSURANCE THE MOST WE WILL PAY DEDUCTIBLE


 

	
ESTIMATED 


ANNUAL 


COST OF HIRE


 

	
RATE PER EACH 


$100 ANNUAL 


COST OF HIRE


 

	
 


ESTIMATED 


PREMIUM


 


	
 


COMPREHENSIVE


 

	
ACTUAL CASH VALUE, COST OF REPAIRS OR


$                                           WHICHEVER IS LESS, MINUS


$                                           Ded. FOR EACH COVERED AUTO.


BUT NO DEDUCTIBLE APPLIES TO LOSS CAUSED BY FIRE OR LIGHTNING

	  	  	  
	
 


SPECIFIED CAUSES OF LOSS


 

	
ACTUAL CASH VALUE, COST OF REPAIRS OR 


$                                           WHICHEVER IS LESS, MINUS


$ * Ded. FOR EACH COVERED AUTO FOR LOSS CAUSED BY MISCHIEF OR VANDALISM


 

	  	  	  
	
 


COLLISION


 

	
ACTUAL CASH VALUE, COST OF REPAIRS OR


$                                           WHICHEVER IS LESS, MINUS


$                                           Ded. FOR EACH COVERED AUTO.

	  	  	  
	  	  	  	
 


TOTAL PREMIUM


 

	  





 


Copyright, Insurance Services Office, Inc., 1990 CRF


FORM * (12-90)




 


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











  





  











  










 



		BUSINESS AUTO COVERAGE FORM	 
	DECLARATIONS	 
	(Page 4 of 4)	 





 






*


Renewal of Number


 



	
POLICY NUMBER

	
POLICY PERIOD


FROM                                            TO

	  	
AGENCY CODE


	
*

	
08/01/2007

	
08/01/2008

	
AT 12:01 AM STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ON THE COMMON DECLARATIONS

	
2908948


	  	  	  	  	  





ITEM FIVE SCHEDULE FOR NON-OWNERSHIP LIABILITY



	
Named Insured's Business

	
Rating Basis

	
Number

	  Premium
	
Other than a


Social Service agency

	
Number of Employees

	
50

	$   	
                INCL


	
Number of Partners

	  	  

$

	
 


	
Social Service Agency

	
Number of Employees

	  	  

$

	
 


	
Number of Volunteers

	  	$	
INCL







ITEM SIX SCHEDULE FOR GROSS RECEIPTS OR MILEAGE BASIS-LIABILITY COVERAGE-PUBLIC AUTO OR LEASING RENTAL CONCERNS



	
Estimated


Yearly 


      


      oGross Receipts


  oMileage

	
RATES

	
 


PREMIUMS


	
o Per $100 of Gross Receipts


o Per Mile


	
LIABILITY 


COVERAGE

	
AUTO MEDICAL PAYMENTS

	
LIABILITY 


COVERAGE

	
AUTO MEDICAL 


PAYMENTS


	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	  	
TOTAL PREMIUMS

	  	  
	
MINIMUM PREMIUMS

	  	  





 


 


 



	
When used as a premium basis:


FOR PUBLIC AUTOS


 


Gross receipts means the total amount to which you are entitled for transporting passengers, mail or merchandise during the policy period regardless of whether you or any other carrier originate the transportation. Gross Receipts does not include:


 


A. Amounts you pay to railroads, steamship lines, airlines and other motor carriers operating under their own ICC or PUC permits.


 


B. Advertising Revenue


 


C. Taxes which you collect as a separate item and remit directly to a governmental division.


 


D. C.O.D. collections for cost of mail or merchandise including collection fees.


 


Mileage means the total live and dead mileage of all revenue producing units operated during the policy period.


 


FOR RENTAL OR LEASING CONCERNS


 


Gross receipts means the total amount to which you are entitled for a leasing or rental of "autos" during the policy period and includes taxes except those taxes which you collect as a separate item and remit directly to a governmental division.


 


Mileage means the total of all live and dead mileage developed by all the "autos" you leased or rented to others during the policy period.


 





 


Copyright, Insurance Services Office, Inc., 1990


 CRF


FORM * (12-90)


CA 00 02 12 90


 


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




 





  





  











  








 



		
WORKERS COMPENSATION


	 	
AND


	 	
EMPLOYERS LIABILITY POLICY







 


TYPE V   INFORMATION PAGE WC 00 00 01 ( A)


 


POLICY NUMBER: *


 



	
NJ TAX IDENTIFICATION NO.: 311443880000

	
renewal of *







 


INSURER: THE CHARTER OAK FIRE INSURANCE COMPANY


 



	
1.

	  	
NCCI CO CODE: 15318


	
INSURED:


 

	
PRODUCER:


 

	  
	
AEROPOSTALE INC


 as per schedule(s)


201 WILLOWBROOK BLVD


WAYNE NJ 07470

	
NIA GROUP LLC


66 ROUTE 17 NORTH


PARAMUS NJ 07653


 


 

	  





 


Insured is A CORPORATION


 


Other work places and Identification numbers are shown in the schedule(s) attached.


 



	
2.

	
The policy period Is from 08-01 -07 to oa-01 -08 12:01 A.M. at the insured's mailing address.







 



	
3.

	
A. WORKERS COMPENSATION INSURANCE: Part One of the policy applies to the Workers Compensation Law of the state(s) listed here:







 


AK AL AR CA CO CT DE FL GA IA ID IL IN KS KY MT NC NE NH NJ NM NV OK PA RI SC SD TN TX UT VA VT


 



	
  

	
B.

	
EMPLOYERS LIABILITY INSURANCE: Part Two of the policy applies to work in each state listed In Item 3.A. The limits of our liability under Part Two are:







 



	
Bodily Injury by Accident:

	
$

	
* Each Accident


	
Bodily Injury by Disease:

	
$

	
* Policy Limit


	
Bodily Injury by Disease:

	
$

	
* Each Employee







 


 



	
  

	
C.

	
OTHER STATES INSURANCE: Part Three of the policy applies to the states, If any, listed here: 







 


DC HI


 



	
  

	
D.

	
This policy includes these endorsements and schedules:







 


SEE LISTING OF ENDORSEMENTS - EXTENSION OF INFO PAGE


 



	
4.

	
The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. All required information is subject to verification and change by audit to be made annually.







 


 



	
DATE OF ISSUE:

	
08-20-07    DM


	
OFFICE:

	
MORRIS PLN/S JERS   120


	
PRODUCER:

	
NIA GROUP LLC







 


 


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




 





  





  











  








 



		
WORKERS COMPENSATION


	 	
AND


	 	
EMPLOYERS LIABILITY POLICY







 



	TYPE V       INFORMATION PAGE WC 00 00 01 ( A)





 



	
POLICY NUMBER: *







 


 



	
CLASSIFICATION SCHEDULE:


	  	  	  	  	  	  
	
CLASSIFICATIONS

	  	
CODE NO

	
PREMIUM BASIS ESTIMATED TOTAL ANNUAL REMUNERATION

	
RATES PER $100 OF REMUNERATION

	
ESTIMATED ANNUAL PREMIUM


	  	
see extension of information page - schedule(s)


	  	  	  	  	  	  
	
SIC-CODE:   5651


	  





 



	  	  	
standard

	  
	
total estimated annual standard premium

	
$

	
*

	  
	
premium discount

	  	
*

	  
	
0900-12 expense constant

	  	
*

	  
	
foreign terrorism / tria

	  	
*

	  
	
domestic terrorism, eq & cat-dtec

	  	
*

	  
	
deductible credit

	  	
*

	  
	
total estimated premium

	  	
*

	  
	
taxes and surcharges

	  	
*

	  
	
deposit amount due

	  	
*

	  
	  	  	
ams binder billed #


	  	  	  	
*







 


 



	
Minimum Premium:  *

	  	
employers liability minimum: *


	
other minimums are indicated on the applicable schedule(s)







 


 



	
DATE OF ISSUE:

	
08-20-07  dm


	
OFFICE:

	
morris pln/s jers 120


	
PRODUCER:

	
nia group llc







 


 


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


 





  





  











  








 



		
WORKERS COMPENSATION


	 	
AND


	 	
EMPLOYERS LIABILITY POLICY







 



	
TYPE V    INFORMATION PAGE WC 00 00 01 ( A)







 


 



	
POLICY NUMBER: *


	
INSURER: travelers property casualty company of america                                                                                                                                                  renewal of *







 



	
1.

	  	  	
NCCI CO CODE: 13579


	
INSURED:

	  	
PRODUCER:

	  
	

AEROPOSTALE INC


 as per schedule(s)


201 WILLOWBROOK BLVD


WAYNE NJ 07470



	  	
NIA GROUP LLC


66 ROUTE 17 NORTH 


PARAMUS NJ 07653

	  





 


Insured is A CORPORATION


 


Other work places and Identification numbers are shown In the schedule(s) attached.


 



	
2.

	
The policy period is from 08-01 -07 to 08-01 -08 12:01 A.M. at the Insured's mailing address.







 



	

3.


  

	
A.

	
  WORKERS COMPENSATION INSURANCE: Part One of the policy applies to the WorkersCompensation Law of the state(s) listed here:







 AZ MA OR WI


 


 



	
  

	
B.

	
EMPLOYERS LIABILITY INSURANCE: Part Two of the policy applies to work in each state listed In item 3.A. The limits of our liability under Part Two are:







 



	
Bodily Injury by Accident:

	
$

	
* Each Accident


	
Bodily Injury by Disease:

	
$

	
* Policy Limit


	
Bodily Injury by Disease:

	
$

	
* Each Employee







 


 



	
  

	
C.

	
OTHER STATES INSURANCE: Part Three of the policy applies to the states, If any, listed here:







 


coverage excluded - see policy number: * 


policy period: 08-01-07 to 08-01-08


 



	
  

	
D.

	
This policy includes these endorsements and schedules:







 


see listing of endorsements - extension of info page


 



	
4.

	
The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. All required information Is subject to verification and change by audit to be made annually.







 



	
DATE OF ISSUE:

	
08-20-07    dm


	
OFFICE:

	
morris pln/s jers   120


	
PRODUCER:

	
nia group LLC







 


 


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


 





  





  











  








 



		
WORKERS COMPENSATION


	 	
AND


	 	
EMPLOYERS LIABILITY POLICY







 


TYPE V      INFORMATION PAGE WC 00 00 01 ( A)


 


POLICY NUMBER:  *


 


CLASSIFICATION SCHEDULE:


 



	
CLASSIFICATIONS

	
CODE NO

	
PREMIUM BASIS ESTIMATED TOTAL ANNUAL REMUNERATION

	
RATES PER $100 OF REMUNERATION

	
ESTIMATED ANNUAL PREMIUM


	  	
see extension of information page - schedule(s)


	  	  	  	  	  
	
SIC-CODE:   5651

	  	  	  	  





 



	  	  	
standard

	  	
excess


	
total estimated annual standard premium

	
$

	
*

	
$

	
*


	
premium discount

	  	
*


	
0900-20 expense constant

	  	  	  	
*


	
foreign terrorism / tria

	  	
*

	  	  
	
domestic terrorism, eq & cat-dtec

	  	
*

	  	  
	
total estimated premium

	  	
*

	  	
*


	
taxes and surcharges

	  	
*

	  	
*


	  	  	
ams binder billed #


	  	  	  	  	
*







 



	
Minimum Premium: *

	
employers liability minimum: *







 


 



	
DATE OF ISSUE:

	
08-20-07  dm


	
OFFICE:

	
morris pln/s jers 120


	
PRODUCER:

	
NIA GROUP LLC







 


 


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


 




  





  











  






 





 


SECUREXCESS DECLARATIONS


 


SUBJECT TO THE PROVISIONS OF THE UNDERLYING INSURANCE, THIS POLICY MAY ONLY APPLY TO CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD. THE LIMITS OF LIABILITY AVAILABLE TO PAY DAMAGES OR SETTLEMENT AMOUNTS SHALL BE REDUCED AND MAY BE TOTALLY EXHAUSTED BY PAYMENT OF DEFENSE COSTS. PLEASE READ THIS POLICY CAREFULLY.








	
COMPANY: AXIS Reinsurance Company

	  	
POLICY NUMBER: *













	
Item 1.  Policyholder

	
Item 2. Policy Period:


	
Aeropostale, Inc.

	
  (Name)

	
(A) Inception Date: May 15. 2007


	
201 Willowbrook Boulevard

	
  (Address)

	
(B) Expiration Date: May 15, 2008


	
Wayne. NJ 07470

	  	  
	  	  	
Both dates at 12:01 a.m. at the


	  	
address listed in Item 1.








	
Item 3.

	
Limits of Liability (inclusive of defense costs):








	  	
(A)

	
Each Claim:

	
$ *


	  	
(B)

	
Maximum aggregate Limit of Liability for all Claim(s)

	  
	  	  	
During the Policy Period of all Insurance Products:

	
$ *


	  	  	  	  






	
Item 4.

	
Underlying Insurance and Insurance Products: See Endorsement No. 1


	  	  
	
Item 5.

	
Endorsements Attached at Inception:


	  	
*, *, *, New Jersey PLIGA Surcharge Notice, *


	  	  






	
Item 6.

	
Notices to Insurer:

	  	  
	
Notice of Claim(s) To Be Sent To:

	  	
All Other Notices To Be Sent To:


	
AXIS Financial Insurance Solutions Claims

	  	
AXIS Financial Insurance Solutions


	
Address:

	
Connell Corporate Park

	  	
Address:

	
Connell Corporate Park


	  	
300 Connell Drive, Suite 2000

	  	  	
300 Connell Drive, Suite 2000


	  	
P.O. Box 357

	  	  	
P.O. Box 357


	  	
Berkeley Heights, NJ 07922-0357

	  	  	
Berkeley Heights, NJ 07922-0357


	  	  	  	  	  






	
Item 7.

	
Pending and Prior Claim Date: May 15, 2002

	
Item 8.

	
Terrorism Coverage Premium: $ Included


	 	 	 	 










The Insurer has caused this Policy to be signed and attested by its authorized officers, but it shall not be valid unless also signed by another duly authorized representative of the Insurer.













	 /s/ (illegible)	  	
May 15. 2007


	
Authored Representative

	  	
Date


	  	  	  
	  	  	  
	
/s/ Kevin G. McJean

	  	
/s/ Michael E. Morrill


	 	 	 
	
Secretary

	  	
President


















	
* (Ed. 02 03)

	
Page 1 of 1

	
Printed in U.S.A.









 


 


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



 




 





  





  











  













SECUREXCESS POLICY







In consideration of the payment of the premium, and in reliance on all statements made in the application(s) for this Policy and the Underlying Insurance and all information provided to the Insurer and any or all of the Underlying Insurers, and subject to the provisions of this Policy, the Insurer and the Policyholder, on its own behalf and on behalf of all Insureds, agree as follows.


 



	
I.

	
INSURING AGREEMENT







 


With respect to each Insurance Product, the Insurer shall provide the Insureds with insurance during the Policy Period excess of all applicable Underlying Insurance. Except as specifically set forth in the provisions of this Policy, the insurance afforded hereunder shall apply in conformance with the provisions of the applicable Primary Policy and, to the extent coverage is further limited or restricted thereby, to any other applicable Underlying Insurance. In no event shall this Policy grant broader coverage than would be provided by the most restrictive policy constituting part of the applicable Underlying Insurance.


 


The insurance afforded under this Policy shall apply only after all applicable Underlying Insurance with respect to an Insurance Product has been exhausted by actual payment under such Underlying Insurance, and shall only pay excess of any retention or deductible amounts provided in the Primary Policy and other exhausted Underlying Insurance.


 



	
II.

	
DEFINITIONS







 



	
  

	
A.

	
Claim(s) means the event(s) which take place during the Policy Period and which trigger(s) coverage under the insuring agreement(s) of the Underlying Insurance.







 



	
  

	
B.

	
Insurance Product means each separate type of insurance identified as an "Insurance Product" in Endorsement No. 1 to this Policy.







 



	
  

	
C.

	
Insured(s) means any person(s) or entity(ies) that may be entitled to coverage under the Primary Policy at its inception.







 



	
  

	
D.

	
Insurer means the company identified as "Insurer" in the Declarations.







 



	
  

	
E.

	
Policy Period means the period from the inception date to the expiration date of this Policy stated in Item 2. In the Declarations, or its earlier cancellation or termination date, if any.







 



	
  

	
F.

	
Policyholder means the person(s) or entity(ies) identified in Item 1. in the Declarations.







 



	
  

	
G.

	
Primary Policy means the specific policy identified as the "Primary Policy" under the applicable Insurance Product listed in Endorsement No. 1 to this Policy.







 



	
  

	
H.

	
Sublimit means any Underlying Limits which:








	
  

	
 


1.

	
 


applies only to a particular grant of coverage under such Underlying Insurance; and








	
  

	
 


2.

	
 


reduces and is part of the otherwise applicable limits of liability of such Underlying Insurance set forth in Item 4 of the Declarations.







 



	
  

	
I.

	
Underlying Insurance means each insurance policy which constitutes all or part of an Insurance Product, as scheduled in Endorsement No. 1 to this Policy.







 



	
  

	
J.

	
Underlying Insurers means any or all of the companies who issued the policies of Underlying Insurance.







 



	
  

	
K.

	
Underlying Limits means, with respect to each Insurance Product, an amount equal to the aggregate of all limits of liability for each Insurance Product stated in Endorsement No. 1 to this Policy, plus the uninsured retention or deductible, if any, applicable to the Primary Policy under such Insurance Product.


















	
* (Ed. 02 03)

	
Page 1 of 4

	
Printed in U.S.A.







 


 


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




 





  





  











  








 



	
III.

	
CONDITIONS OF COVERAGE







 



	
  

	
A.

	
For purposes of determining when insurance under this Policy shall attach and the limitations under which such insurance shall apply:







 



	
  

	
1.

	
All of the Underlying Insurance in effect as of the inception date of the Policy Period shall be maintained in full effect with solvent Insurers throughout the Policy Period except for any reduction or exhaustion of the Underlying Limits as provided in Section IV. below; and







 



	
  

	
2.

	
All Insureds shall comply fully with all of the provisions of this Policy.







 



	
  

	
B.

	
As a condition precedent to coverage under this Policy, the Insured shall give to the Insurer as soon as practicable, but in no event later than thirty (30) days thereafter, written notice and the full particulars of i) the exhaustion of the aggregate limit of liability of any Underlying Insurance, ii) any Underlying Insurance not being maintained in full effect during the Policy Period, or iii) an Underlying Insurer becoming subject to a receivership, liquidation, dissolution, rehabilitation or similar proceeding or being taken over by any regulatory authority.







 



	
  

	
C.

	
If during the Policy Period the provisions of the Primary Policy are changed in any manner, as a condition precedent to coverage under this Policy, the Insured shall give written notice to the Insurer of the full particulars of such change as soon as practicable but in no event later than thirty (30) days following the effective date of such change. No amendment to any Primary Policy or Underlying Insurance during the Policy Period shall be effective in broadening or extending the coverage afforded by this Policy or extending or increasing the limits of liability afforded by this Policy unless the Insurer so agrees in writing. The Insurer may, in its sole discretion, condition its agreement to follow any changes to the Primary Policy or the Underlying Insurance on the Insured paying any additional premium required by the Insurer for such change.







 


As soon as practicable, but in no event later than thirty (30) days thereafter, the Policyholder must give the Insurer written notice of any additional or return premiums charged or allowed in connection with any Underlying Insurance.


 



	
IV.

	
REDUCTION OR EXHAUSTION OF UNDERLYING LIMITS







 



	
  

	
A.

	
If the Underlying Limits are partially reduced solely due to actual payment under the Underlying Insurance, this Policy shall continue to apply as excess insurance over the remaining Underlying Limits.







 



	
  

	
B.

	
If the Underlying Limits are wholly exhausted solely due to actual payment under the Underlying Insurance, this Policy shall continue to apply as primary insurance with respect to the applicable Insurance Product(s) and the retention or deductible, if any, applicable under the Primary Policy(ies) shall apply under this Policy.







 



	
  

	
C.

	
If any Underlying Limits are subject to a Sublimit then coverage hereunder shall not apply to any Claim which is subject to such Sublimit, provided however, that the Underlying Limit shall be recognized hereunder as depleted to the extent of any payment of such Claim subject to such Sublimit







 



	
V.

	
LIMITS CF LIABILITY







 



	
  

	
A.

	
The amount stated in Item 3.a. in the Declarations shall be the maximum limit of the Insurer’s liability for each Claim under the applicable Primary Policy, and shall be the maximum amount payable by the Insurer under this Policy for a single Claim, which amount shall be part of, and not in addition to, the amount stated in item 3.b. in the Declarations.


















	
* (Ed. 02 03)

	
Page 2 of 4

	
Printed in U.S.A.







 


 


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




 





  





  











  








 



	
  

	
B.

	
The amount stated in Item 3.b. in the Declarations shall be the maximum aggregate amount payable by the Insurer under this Policy with respect to all Claims during the Policy Period for all Insurance Products.







 



	
  

	
C.

	
This Policy does not provide coverage for any Claim not covered by the Underlying Insurance, and shall drop down only to the extent that payment is not made under the Underlying Insurance solely by reason of exhaustion of the Underlying Insurance through payments thereunder, and shall not drop down for any other reason. If any Underlying Insurer fails to make payments under such Underlying Insurance for any reason whatsoever, including without limitation the insolvency of such Underlying Insurer, then the Insureds shall be deemed to have retained any such amounts which are not so paid. If the Underlying Insurance is not so maintained, the Insurer shall not be liable under this Policy to a greater extent than it would have been had such Underlying Insurance been so maintained.







 



	
  

	
D.

	
Payment by the Insurer of any amount, including but not limited to defense costs, shall reduce the limits of liability available under this Policy.







 



	
VI.

	
SETTLEMENTS AND DEFENSE







 



	
  

	
A.

	
No Insured under this Policy may, without the Insurer’s prior written consent, which consent shall not be unreasonably withheld, admit liability for or settle any matter for which insurance may be sought under this Policy.







 



	
  

	
B.

	
The Insurer may, at its sole discretion, elect to participate in the investigation, defense and/or settlement of any Claim under this Policy, regardless of whether the applicable Underlying Insurance has been exhausted.








	
  

	
 


C.

	
 


The Insured, and not the Insurer, has the duty to defend all Claims under this Policy.













 




	
VII. 

	
SUBROGATION









 



	
  

	
A.

	
In the event of payment under this Policy, the Insurer shall be subrogated to all rights of recovery of each and all Insureds against any person or organization, and the Insureds shall do whatever is necessary to secure those rights to the satisfaction of the Insurer, including the execution of such documents necessary to enable the Insurer effectively to bring suit in the name of such Insureds.







 



	
  

	
B.

	
Any amount recovered after payment under this Policy and any Underlying Insurance policies shall be apportioned among the Insurer and the Underlying Insurers net of the expense of such recovery in the reverse order of actual payment The expenses attendant to such recovery shall be apportioned among those benefiting from the recovery in proportion to the amount of benefit to each party.







 



	
VIII.

	
AUTHORIZATION







 


Except as stated in paragraph IX.A. below, the Policyholder shall be the sole agent of all Insureds with respect to all matters, including but not limited to giving and receiving notices and other communications, effecting or accepting any endorsements to or notices of cancellation of this Policy, the payment of premium and the receipt of any return premiums.


 



	
IX.

	
NOTICE







 



	
  

	
A.

	
With respect to any Claim, situation that could give rise to a Claim, or other matter as to which insurance may be sought under this Policy, the Policyholder or any Insured must give the Insurer written notice contemporaneously with and in the identical manner required by the applicable Primary Policy.







 



	
  

	
B.

	
All notices under this Policy shall be sent to the Insurer at the address set forth in Item 6. in the Declarations.


















	
* (Ed. 02 03)

	
Page 3 of 4

	
Printed in U.S.A.







 


 


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




 





  





  











  








 



	
X.

	
MODIFICATION, CANCELLATION AND NONRENEWAL







 



	
  

	
A.

	
No modification of this Policy shall be effective unless made by endorsement signed by an authorized representative of the Insurer.







 



	
  

	
B.

	
The Policyholder may cancel this Policy at any time by written notice stating when thereafter such cancellation is to be effective.







 



	
  

	
C.

	
The Insurer may cancel this Policy only for nonpayment of premium, and only by delivering or mailing to the Policyholder written notice stating when, not less than ten (10) days thereafter, such cancellation shall become effective. The delivery or mailing of such notice shall be sufficient proof thereof and this Policy and the Policy Period shall terminate at the date and hour specified in the notice.







 



	
  

	
D.

	
The Insurer shall refund the unearned premium, computed at the customary short rate, if the Policy is cancelled by the Policyholder.







 



	
  

	
E.

	
The Insurer shall have no obligation to renew this Policy upon its expiration. If the Insurer decides not to renew this Policy, the Insurer shall provide written notice to the Policyholder by messenger, express delivery or first class mail at least sixty (60) days prior to the expiration of the Policy.







 



	
  

	
F.

	
Notwithstanding anything to the contrary set forth elsewhere in the Policy, in the event that any Underlying Insurance is rescinded by agreement or legal process for fraud or other material misrepresentation by the Policyholder or any of the Insureds, then this Policy shall be deemed to be automatically and immediately rescinded, but only with respect to any Insurance Product containing such rescinded Underlying Insurance.







 



	
XI.

	
EXCLUSIONS







 


The Insurer shall not be liable for any amount in any Claim taking place during the Policy Period and arising under any Insurance Product, which is based upon, arising out of, directly or indirectly resulting from, in consequence of or in any way involving:


 



	
  

	
A.

	
Any demand, suit or other proceeding pending, or order, decree or judgment entered, against any Insured on or prior to the Pending or Prior Claim Date set forth in Item 7 of the Declarations or any wrongful act, fact, circumstance or situation underlying or alleged therein; or







 



	
  

	
B.

	
Any ether wrongful act, fact, circumstance or situation whenever occurring, which together with a wrongful act, fact, circumstance or situation described in (a) above are causally or logically interrelated by a common nexus.


















	
* (Ed. 02 03)

	
Page 4 of 4

	
Printed in U.S.A.







 


 


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




 





  





  











  













Endorsement No. 1


 


Effective date of this endorsement: 12:01 a.m. on: May 15, 2007                   


To be attached to and form part of Policy Number: *     


Issued to: Aeropostale, Inc.                                                                                


By: AXIS Reinsurance Company                                                                       












SCHEDULE OF UNDERLYING INSURANCE AND INSURANCE PRODUCTS


 


THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.


 


This endorsement modifies insurance provided under the following:


 


SECUREXCESS POLICY


 


The Schedule of Underlying Insurance and Insurance Products is as follows:








	  	
A.

	
Insurance Product: Directors and Officers Liability


	  	  	  	  	  	  
	  	
1.

	
Primary Policy


	  	  	  	  	  	  
	  	  	
Insurer

	
Policy Number

	
Limits

	
Policy Period


	  	  	
Executive Risk

	
*

	
*

	
May 15, 2007-


	  	  	
Indemnity, Inc.

	  	  	
May 15, 2008


	  	  	  	  	  	  
	  	
2.

	
Other Underlying Policies


	  	  	  	  	  	  
	  	  	
Insurer

	
Policy Number

	
Limits

	
Policy Period


	  	  	
Not Applicable

	
Not Applicable

	
Not Applicable

	
Not Applicable







 


All other provisions remain unchanged.













	  	/s/ (illegible)
	  	
Authored Representative


	  	  
	  	  
	  	
May 15. 2007


	  	
Date


















	
* (Ed. 02 03)

	
Page 1 of 1

	
Printed in U.S.A.







 




 


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


 


 




  





  











  






 


 


 


Exhibit 4-10


Capital Leases


 


    None.


   


 


 


 


 




  





  











  






 


 




Exhibit 4-13


Taxes


 


    None.


   


 


 


 




  





  











  






 


 



Exhibit 4-17


                                                                                                                                        LITIGATION








	
MATTER

	
CLAIM AMT

	
DESCRIPTION

	
STATUS


	
Matters in


Litigation/


Mediation:

	  	  	  
	  	  	  	  
	
Pictures Patents,


LLC V.


Aeropostale

	
Unspecified

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

	
*


	  	  	  	  
	
Card Activation


Technologies v.


Aeropostale

	
Unspecified

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

	
*


	  	  	  	  
	
Administrative


Hearings:

	  	  	  
	
Various Unrelated Employee Claims (EEOC related Claims)

	
Unspecified

	
7 complaints filed by former store employees for various issues.

	
*


	  	  	  	  
	
Various Accident Reports/Product Related Claims (Storeline)

	
Unspecified

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

	
*












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









  





  











  





















Exhibit 4-22


Permitted Management Fees and Other Affiliated Transactions







 


*


 


The information redacted incudes allocations of assets and liabilities and intra-company transactions structured for tax planning purposes.


 


 


 


 


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


 











  





  











  










 


 




EXHIBIT 4-23


 


EXCLUDED ASSETS


 


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


 


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




 




 


 


 


 




  





  











  






 



Exhibit 5-5


Borrowing Base Certificate


 


(See Attached)




 


 


 






  





  











  








 


AEROPOSTALE. INC.







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


 




 



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


F  FAX TO: (617) 434-4310

	  	
Cert. No.

	  
	  	  	  	  
	
G General Ledger Inventory as of:                   ___________

	  	
$

	
-

	
(A)


	  	  	  	  	  
	
StStated Inventory Advance Rate:

	  	  	
95.0

	
% (B)


	  	  	  	  	  
	
InInventory Availability (A*B)

	  	
$

	
-

	
(C)


	  	  	  	  	  
	
MMajor Credit Card Receivables as of:           ___________

	  	
$

	
-

	
(D)


	  	  	  	  	  
	
MMajor Credit Card Receivable Advance Rate:

	  	  	
85.0

	
% (E)


	  	  	  	  	  
	
MMajor Credit Card Receivable Availability (D*E)

	  	  	
-

	
(F)


	  	  	  	  	  
	
L LESS Availability Reserves:

	  	  	  	  
	  	  	  	  	  
	
Gift Certificates (50% of outstanding)

	  	
$

	  	  
	
Rent (2 months in WA, VA, PA)

	  	
$

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

	  	
$

	  	  
	  	  	  	  	  
	
TOTAL AVAILABILITY RESERVES

	  	
$

	
-

	
(G)


	  	  	  	  	  
	
Total Uncapped Borrowing Base (C+F-G)

	  	
$

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

	  	
$

	
-

	
(H)












 








	
AVAILABILITY CALCULATION

	  	  	  
	  	  	  	  
	
Beginning Principal Balance

	  	
$

	  	  
	
ADD:           Prior days advance

	  	
$

	
-

	  
	
LESS:           Prior day's paydown

	  	
$

	  	  
	  	  	  	  	  
	
Ending principal balance

	  	
$

	  	  
	  	  	  	  	  
	
ADD:           Standby Letters of Credit

	  	
$

	  	  
	
ADD:           Documentary Letters of Credit

	  	
$

	  	  
	  	  	  	  	  
	
Total loan balance prior to request

	  	
$

	
-

	
(1)


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

	  	
$

	
-

	
(J)


	  	  	  	  	  
	
ADVANCE REQUEST

	  	
$

	
-

	
(K)


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

	  	
$

	
-

	
(L)

















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








	
Authorized Signer

	  





 


 


 


 




  





  











  
















 


AEROPOSTALE, INC.







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


















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


F  FAX  TO: (617) 434-4310

	  	
Cert. No. 

	  
	  	  	  	  
	
Stock Ledger Inventory at Cost as of:            ___________

	  	
$

	
-

	  
	  	  	  	  	  
	
LESS Inventory Reserves:

	  	  	  	  
	  	  	  	  	  
	
Shrink

	  	
$

	
-

	  
	
RTVs

	  	
$

	
-

	  
	
Damaged Inventory

	  	
$

	
-

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

	  	
$

	
-

	  
	  	  	  	  	  
	
TOTAL INVENTORY RESERVES

	  	
$

	
-

	  
	  	  	  	  	  
	
Eligible Inventory, as of:                                   ___________

	  	
$

	
-

	
(A)


	  	  	  	  	  
	
Effective Inventory Advance Rate:

	
Appraised NOLV of Eligible Inventory

	  	
Inventory Advance Percentage

	  	  	
TBD

	
(B)


	
(85% of Appraised NOLV of

	
TBD based on updated appraisal

	  	
TBD

	  	  	  	  
	
Eligible Inventory)

	  	  	  
	  	  	  	  	  
	
Inventory Availability (A*B)

	  	
#VALUE!

	
(C)


	  	  	  	  	  
	
Major Credit Card Receivables as of:             ___________

	  	
$

	
-

	
(D)


	  	  	  	  	  
	
Major Credit Card Receivable Advance Rate:

	  	  	
85.0

	
% (E)


	  	  	  	  	  
	
Major Credit Card Receivable Availability (D*E)

	  	
-

	
(F)


	  	  	  	  	  
	
LESS Availability Reserves:

	  	  	  	  
	  	  	  	  	  
	
Gift Certificates (50% of outstanding)

	  	
$

	
-

	  
	
Rent (2 months in WA, VA, PA)

	  	
$

	
-

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

	  	
$

	
-

	  
	  	  	  	  	  
	
TOTAL AVAILABILITY RESERVES

	  	
$

	
-

	
(G)


	  	  	  	  	  
	
Total Uncapped Borrowing Base (C+F-G)

	  	
#VALUE!

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

	  	
#VALUE!

	
(H)












 








	
AVAILABILITY CALCULATION

	  	  	  
	  	  	  	  
	
Beginning Principal Balance

	  	
$

	
-

	  
	
ADD:           Prior days advance

	  	
$

	
-

	  
	
LESS:           Prior day's paydown

	  	
$

	
-

	  
	  	  	  	  	  
	
Ending principal balance

	  	
$

	
-

	  
	  	  	  	  	  
	
ADD:           Standby Letters of Credit

	  	
$

	
-

	  
	
ADD:           Documentary Letters of Credit

	  	
$

	  	  
	  	  	  	  	  
	
Total loan balance prior to request

	  	
$

	
-

	
(1)


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

	  	  	
(J)


	  	  	  	  	  
	
ADVANCE REQUEST

	  	
$

	
-

	
(K)


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

	  	  	
(L)












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








	
Authorized Signer

	  





 


 




 




  





  











  






 



EXHIBIT 6-3


 


BONDS & DEPOSITS


 


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


 


 


 


 




  





  











  








 


 


 



Exhibit 7-1


DDAs







(See Attached)

















 














  





  











  
















 


Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS


	
10

	
CC

	
Mellon Bank

	
*

	
195 Franklin Blvd.


	  	  	
Switched to Aero 267 - June '00

	  	
Philadelphia,  PA  19154


	  	  	  	  	
Tel:1-800-362-5510 option #4


	  	  	  	  	
Fax: 215-281-1705  Ealine


	
11

	
Aero

	
Citizens Bank

	
*

	
195 Franklin Blvd.


	  	  	
eff   8/16/02

	
 

	
Philadelphia,  PA  19154


	  	  	  	  	
Branch- 215-637-9515


	  	  	  	  	
Tel: 800-362-5510


	
12

	
Aero

	
Valley National Bank

	
*

	
40 Meadowlands Parkway


	  	  	
Open 10/17/99

	  	
Secaucus,  NJ  07094


	  	  	  	  	
Tel: 800-522-4100


	  	  	  	  	
Branch-201-325-9300 fax #201325-9333


	
14a

	
Corp

	
Hudson United bank

	
*

	
155 Halsey Street


	  	  	
macy specialty store

	
 

	
Newark , NJ 07102


	  	  	  	  	Sharon Jones  
	  	  	
Banknorth bougth Hudson United Bank

	
Ph 973-643-5701  Fax 973-643-2602


	
14b

	
corp

	
Hudson United bank

	
*

	
155 Halsey Street


	  	  	aeropostale inc  	
 

	
Newark, NJ 07102


	  	  	Banknorth bough Hudson United Bank  	  	Sharon Jones    
	  	  	eff 5/22/06 	  	  
	  	  	  	  	
Ph 973-643-5701  Fax 973-643-2602


	
19

	
Aero W

	
Bank of America

	
*

	  
	  	  	
11/9/2005

	
 

	
619 S. Mill Ave.


	  	  	  	  	
Tempe,  AZ  85281


	  	  	
Kansas

	  	
Tel.480-804-9481or 1-888-287-4637


	
20

	
Aero

	
North fork Bank

	
*

	
Newport Mall Towers


	  	  	  	  	
525 Washington Blvd.


	  	  	eff. 5/17/04   	
 

	
Jersey City,  NJ  07310


	  	  	
 

	
*

	
Branch- 201-420-2633


	  	  	  	  	  
	
22

	
Aero

	
Bank of America

	
*

	
KS1-100-03-70


	  	  	2/11/2005  	
 

	
100 N. BROADWAY


	  	  	
 

	
 

	
WICHITA, KS 67202


	  	  	  	
 

	
 


	
23

	
Aero

	
PNC Bank  NJ

	
*

	
1500 Prince Rogers Ave,


	  	  	  	  	
Bridgewater,  NJ  08807


	  	  	  	
 

	
Branch-  908-218-8998   Heather


	  	  	  	
 

	  
	
25

	
Aero

	
Bank One, Cleveland N.A.

	
*

	
Department 1045


	  	  	  	
 

	
Columbus, OH 43271-1045


	  	  	  	
 

	
Tel: 800-965-4408


	  	  	  	
 

	
Branch- 440 886 4300


	
27

	
Aero

	
Key Bank National Assoc.

	
*

	
P. O. Box 94825


	  	  	  	
 

	
Cleveland,  OH  44101


	  	  	  	
 

	
Tel: 1-888-539-4249


	  	  	  	
 

	
1-800-821-28929


	
28

	
Aero

	
Wachovia

	
*

	
Commercial Customer Service


	  	  	  	
 

	
1525 W/T/ Harris Blvd


	  	  	  	
 

	
Charlotte,  NC  28288-1146


	  	  	  	  	
Tel: 800-222-3862


	
29

	
Aero

	
Chase Bank

	
*

	
PO Box 6001


	  	  	  	
 

	
Mt. Vernon,  NY  10538


	  	  	  	
 

	
Branch-845-623-0469


	  	  	  	
 

	  
	
30

	
Aero

	
Washington Mutual

	
*

	
Staten Island Mall


	  	  	effective 5/25/02  	
 

	
2655 Richmond Avenue


	  	  	  	
 

	
Staten Island, NY 10314


	  	  	  	
 

	
Tel: 718-761-4105, Kathy Roma


	  	  	  	  	  
	
31

	
Aero

	
Lakeland Bank

	
*

	
Branch Address:


	  	  	  	  	
 


	  	  	  	
 

	
Rockaway, NJ 07866


	  	  	  	  	
Branch - 973- 989- 8627


	  	  	  	  	
Tel: 1-800-230-5130









 


 


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


 











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
32

	
Aero

	
Bank One

	
*

	
1982 East Ridge Road


	  	  	
store closed

	
 

	
Irondequoit,  NY  14622


	  	  	  	  	
Tel: 800-935-9935


	  	  	  	  	
Branch- 585-336-9526


	
34

	
Aero

	
M  & T Bank

	
*

	
1282 longPond Road


	  	  	  	
 

	
Rochester,  NY  14626


	  	  	  	  	
Main Branch-585-225-9729


	  	  	  	  	
Branch- 585-453-9793


	  	  	  	  	  
	
35

	
Aero

	
Citizens Bank

	
*

	
Ross Park Mall Office


	  	  	
Effective 8/46/02

	  	
1000  Ross Park Mall Drive


	  	  	  	
 

	
Pittsburgh,  PA  15237


	  	  	  	
 

	
Branch- 412-366-9710


	  	  	  	  	
Fax: 412-366-9468


	
36

	
Aero

	
BB & T Bank

	
*

	
4507 Shelbyville Rd


	  	  	
2/4/2007

	
 

	
Louisville, KY 40207


	  	  	  	
 

	
Cindy Bettler ph 502-891-2676


	  	  	  	
 

	
fax 502-891-2666


	
37

	
Aero E

	
Commerce Bank-EAST

	
*

	
Commerce Atrium


	  	  	  	
 

	
1701 Route 70 East


	  	  	  	
 

	
Cherry Hill,  NJ  08034-5400


	  	  	  	
 

	
Branch- 856-667-6400 


	  	  	  	  	
Branch Mgr: Nicole Leitz


	
38

	
Aero

	
Wells Fargo Bank

	
*

	
P.O. Box 340214


	  	  	  	
 

	
Sacramento, CA 95834-0214


	  	  	 	
 

	
Tel: 800-225-5935


	  	  	  	
 

	
 


	
41

	
Aero

	
Charter One Bank

	
*

	
600 South Governor Highway


	  	  	  	
 

	
Peotone, IL. 60468


	  	  	
effective 7/12/03

	
 

	
Branch #708-258-2622 Sandy


	  	  	  	  	
Fax #708-258-2626


	
43

	
Aero

	
M & T Bank

	
*

	
300 Lycoming Mall Cir., # 2024


	  	  	  	
 

	
Pennsdale. PA 17756


	  	  	  	
 

	
Attn: Tania Michael


	  	  	  	
 

	
Ph (570) 546-8303


	  	  	  	  	
Fax (570) 546-6852


	
46

	
Aero

	
Wachovia

	
*

	
1205 Grape Street, PA2006


	  	  	  	
 

	
Whitehall, PA 18052


	  	  	
4/15/2003

	  	
Nancy Chenoweth


	  	  	  	  	
Ph 610-264-5505 Fax 610-264-5269


	
48

	
Aero

	
National City Bank of PA

	
*

	
116 Allegheny Center Mall


	  	  	  	
 

	
Pittsburgh,  PA  15212-5356


	  	  	
 

	
 

	
Tel: 800-352-0186


	  	  	  	  	Branch- 412-833-1474  
	
49

	
Aero

	
PNC Bank

	
*

	
312 West Route 38


	  	  	  	  	
Morrestown,  NJ  08057


	  	  	  	
 

	  
	  	  	  	
 

	
Tel: 800-762-3955 -Branch- 609-272-0748


	
50

	
Aero

	
Salem  Five Bank

	
*

	
210 Essex Street


	  	  	  	  	
Salem,  MA  01970


	  	  	  	  	
800-322-2265 


	  	  	  	  	
Branch- 978-740-5300


	
51

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
6/29/2007

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
52

	
Aero

	
Washington Mutual

	
*

	
300 Sunrise Mall Shopping Center


	  	  	effective 5/25/02 	
 

	
Sunrise Highway and Carmens Road


	  	  	
 

	  	
Massapequa,  NY  11758


	  	  	  	
 

	
Nelida, bank rep.


	  	  	  	
 

	
Branch- 516-797-5131 -fax 516-799-1874









 


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











  





  











  








 


 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
54

	
Aero

	
Citibank, N.A.

	
*

	
PO 5780 Grand Central Sta.


	  	  	
6/22/2006

	  	
New York,  NY  10163


	  	  	  	
 

	
Branch- 212-290-7734 Bryan


	  	  	  	
 

	
212-290-7701 Michael Lonecke


	  	  	  	  	
212-629-4853 direct phone Leslie Cuzano


	
56

	
Aero

	
Sky Bank

	
*

	
10 E Main Str


	  	  	8/13/07  	  	
Salineville, OH 43945


	  	  	  	
 

	
Jim Mele   ph: 412-227-4862


	  	  	  	
 

	
fax: 412-227-4861


	  	  	  	  	
 


	
57

	
Aero

	
 Canandaigua National

	
*

	
72 South Main Street


	  	  	
Bank and Trust Company

	
 

	
Canandaigua,  NY  14424


	  	  	  	
 

	
Branch- 585-425-4440


	  	  	  	
 

	
1-800-462-1714 for Deposit tickets


	
58

	
Aero

	
Bank of America

	
*

	
Route 17 & Route 4


	  	  	
11/9/2005

	
 

	
Paramus,  NJ  07652


	  	  	  	  	
Branch- 201-845-5450


	  	  	  	  	
fax 201-845-4745


	
59

	
Aero

	
M & T Bank

	
*

	
East Henrietta Office


	  	  	  	
 

	
44 Exchange Street


	  	  	  	
 

	
Rochester,  NY  14614-2097


	  	  	  	
 

	
Branch- 585-427-2906


	
60

	
Aero

	
Citizens Bank

	
*

	
1055 W. Baltimore Pike


	  	  	
Effective 8/16/02

	
 

	
Lima,  PA  19060


	  	  	  	
 

	
Tel: 800-862-6200


	  	  	  	
 

	
Branch- 610-565-1844


	
62

	
Aero

	
Key Bank

	
*

	
2000 Walden Ave Suite B-216


	  	  	
Tax ID # 13-3354541

	
 

	
Cheektowaga,  NY  14225


	  	  	  	
 

	
 


	  	  	  	  	
1-888-539-4249


	
63

	
Aero

	
Bank of America

	
*

	
100  Federal Street


	  	  	  	
 

	
Boston,  MA  02106


	  	  	
11/9/2005

	  	
Tel: 800-353-3824


	  	  	  	  	  
	
65

	
Aero W

	
Bank of America

	
*

	
Del Amo Fashion Center


	  	  	
11/9/2005

	
 

	
Torrance, CA


	  	  	  	  	  
	
66

	
Aero

	
HSBC as of 8/14/00

	
*

	
Roosevelt Field Mall


	  	  	  	  	
Garden City,  NY  11530


	  	  	  	
 

	
Tel: 800-737-8254


	  	  	  	
 

	
Branch Manager: Christopher Trakas


	  	  	  	  	
Branch- 516-741-2900    Fax 516-741-6260


	  	  	  	  	  
	
67

	
Aero

	
North Fork Bank

	
*

	
143 Alexander Avenue


	  	  	As of May 2000  	
 

	
Lake Grove, NY 11755


	  	  	  	
 

	
Jackie Stewart- Branch- 631-724-3400


	  	  	  	
 

	
 


	
68

	
Aero Kids

	
Valley Naitonal Bank

	
*

	
40 Meadowlands Parkway


	  	  	  	
 

	
Secaucus, NJ 07094


	  	  	  	  	
Brian Weber


	  	  	  	  	
Fax: 201-325-9333


	  	  	  	  	  
	
70

	
Aero

	
Bank of America

	
*

	
100 Federal Street


	  	  	
11/9/2005

	
 

	
Boston,  MA  02106


	  	  	  	  	
Tel: 888-267-2627


	  	  	  	  	  
	
71

	
Aero

	
La Salle Bank Midwest N.A.

	
*

	
4300 West Saginaw


	  	  	  	
 

	
Lansing,  MI  48917


	  	  	
 

	 	
1-800-225-5662


	  	  	  	  	
 


	
73

	
Aero

	
Wachovia

	
*

	
Eastland Financial Center


	  	  	
Store Closed

	
 

	
5648 Central Avenue


	  	  	  	  	
Charlotte,  NC  28212


	  	  	  	  	
Robert Diprete- Branch- 704-383-5819


	  	  	  	  	
Fax: 704-383-5895









 


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


 











  





  











  










Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
75

	
Aero

	
Wachovia

	
*

	
Judy Gonsales


	  	  	
7/30/2007

	
 

	
ph 800-590-7868 team 600 ext 47758


	  	  	  	  	
fax 866-842-0585


	
77

	
Aero

	
First Tennessee Bank

	
*

	
2221 Hamilton Place Blvd.


	  	  	  	
 

	
Chattanooga, TN 37421


	  	  	  	  	
Mariam Smith or Alicia Detweiler-Lorenz


	  	  	  	  	
Branch- 423- 756-1011


	  	  	  	  	  
	
78

	
Aero

	
Pennstar Bank

	
*

	
Financial Center


	  	  	  	
 

	
409 Lackawanna Ave. Suite 201


	  	  	  	
 

	
Scranton , PA 18503-2045


	  	  	  	
 

	
Branch- 570-341-8000


	
79

	
Aero

	
Chevy Chase Bank

	
*

	
P.O. Box 1296


	  	  	  	
 

	
Laurel,  MD  20707    Reaz


	  	  	  	
 

	
Branch- 703-418-2926 *5 or 800-825-9000


	  	  	  	
 

	
corporate #800-987-2265


	
81

	
Aero

	
First Union National Bank

	
*

	
Attn: CIC-MC 9288


	  	  	  	  	
P.O. Box 740074


	  	  	  	  	
Atlanta,  GA  30374


	  	  	  	  	
Branch- 770-275-3862- 800-222-3862


	
84

	
Aero

	
Wachovia

	
*

	
3400 Satellite Boulevard


	  	  	
new account as of 6/20/00

	
 

	
Duluth, Georgia 30096


	  	  	  	  	
Velma Warren,Branch-770-813-4630


	  	  	  	  	
1-800-275-3862 -fax 770-813-4639


	
85

	
Aero

	
Huntington Bank

	
*

	
P.O. Box 6054


	  	  	  	
 

	
Indianapolis,  IN  46206-6054


	  	  	  	
 

	
Branch- 317-841-0346


	  	  	  	  	
Fax #317-841-0348


	
86

	
Aero

	
Bank of America

	
*

	
P.O. Box 4899


	  	  	  	  	
Atlanta,  GA  30302-4899


	  	  	  	
 

	
Tel: 800-299-2265


	  	  	  	  	
branch- 770-423-5177 Nancy O'Brien


	
87

	
Aero

	
Key Bank

	
*

	
Key Bank  Branch 563


	  	  	
open 4/99

	
 

	
1 Crossgates Mall Road


	  	  	  	
 

	
Albany,  NY  12203


	  	  	  	
 

	
Branch-  518-869-0890 Mary


	  	  	  	
 

	
Fax: 518-869-0985


	
88

	
Aero W

	
Bank of America

	
*

	
P.O. Box 29966


	  	  	  	  	
Phoenix,  AZ  85038-0966


	  	  	  	
 

	
800-432-1000


	  	  	  	  	  
	
89

	
Aero

	
HSBC

	
*

	
Route 6 at Lee Boulevard


	  	  	  	
 

	
Yorktown Heights, NY  10598


	  	  	  	
 

	
1-800-975-4722


	  	  	  	  	  
	
90

	
Aero

	
Banknorth N.A.

	
*

	
P. O. Box 1899


	  	  	  	 	
Bridgeport,  CT  06601-1899


	  	  	  	
 

	
1- 800-526-9846


	  	  	  	 	
Manuella, Branch-203-365-6571, fax 203-365-6574


	
91

	
Aero

	
Wilmington Trust

	
*

	
5107 Concord Pike


	  	  	
As of 3/29/02

	 	
Wilmington, DE 19803


	  	  	  	 	
Joyce Worsley


	  	  	  	 	  
	  	  	  	 	
800-523-2378, 302-472-3322


	
92

	
Aero

	
PNC Bank

	
*

	
3 Oxford Valley Mall


	  	  	  	
 

	
Langhorne,  PA  19047


	  	  	  	
 

	
Branch- 215-750-8600


	  	  	  	  	
877-287-2654


	
93

	
Aero

	
Valley National Bank

	
*

	
Paramus Park


	  	  	  	
 

	
East 58 Midland Avenue


	  	  	  	  	
Paramus,  NJ  07652


	  	  	  	  	
Branch 201-265 1888 Fax 201-265-1571









 


 


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


 











  





  











  










Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
99

	
Aero

	
Washington Mutual Bank 

	
*

	
5230 Kings Plaza


	  	  	3/23/2005  	 	
Brooklyn, NY  11234


	  	  	
 

	 	
Maria Prezioso


	  	  	  	
 

	
tel:  718-692-5842


	
100

	
Aero

	
Valley National Bank

	
*

	
1345 Willowbrook Mall


	  	  	  	  	
Wayne, NJ 07470


	  	  	  	 	
Fax #973-890-1168


	  	  	  	
 

	
Marisol Diaz, Branch- 973-785-1300


	
102

	
Aero

	
Wachovia

	
*

	
PA6645  Park City Office


	  	  	  	 	
437 Park City Center


	  	  	  	  	
Lancaster,  PA  17601-2711


	  	  	  	 	
Attn: Nancy Benson  Tel: 717-295-8639


	  	  	  	  	
Fax: 717-291-3790


	
103

	
Aero

	
Sky Bank

	
*

	
67844 Mall Ring Road


	  	  	  	  	
St. Clairsville, OH 43950


	  	  	  	 	
Anita, Carol DeBonis


	  	  	  	
 

	
 Branch- 740-695-4101


	  	  	  	  	
Deluxe #1-800-328-7205 deposit slips


	
104

	
Aero W

	
Bank Of America

	
*

	
P.O. Box 27128


	  	  	
11/9/2005

	 	
Concord,  CA  94520


	  	  	  	 	
800-622-8731 (california business phone # )


	  	  	  	  	
clark american 800-234-6147


	
105

	
Aero

	
National City Bank of PA

	
*

	
116 Allegheny Center Mall 


	  	  	  	
 

	
Pittsburgh, PA 15212-5356


	  	  	
 

	 	
Branch- 412-373-8881


	  	  	  	
 

	1-800-352-0186  
	
106

	
Aero

	
Bank of America

	
*

	
Natick mall #4061


	  	  	
11/9/2005

	 	
Natick Mall ( Rte 9 West )


	  	  	  	  	
Natick,  MA  01780, Amy ops mgr or  Martha


	  	  	  	  	
Branch 508-653-4044 or 1-800-767-8637


	
108

	
Aero

	
Nations Bank

	
*

	
19645 Biscayne Blvd.


	  	  	  	  	
Aventura,  FL  33180


	  	  	  	  	
Tel: 800-628-5677


	  	  	  	  	
Tel: 305-899-4100


	
109

	
Aero

	
Key Bank

	
*

	
P. O. Box 94825


	  	  	  	 	
Cleveland,  Oh  44101


	  	  	  	 	
1- 800-891-8918


	  	  	  	
 

	
Branch- 330-489-5544


	
110

	
Aero

	
Chevy Chase Bank

	
*

	
21100 Dulles Town Center


	  	  	  	 	
Dulles,  VA  20166


	  	  	  	 	
Linda Howard, Branch- 301-987-2265


	  	  	  	 	
Fax: 703-406-7343 - 800-987-2265


	
111

	
Aero

	
La Salle Bank Midwest N.A.

	
*

	  
	  	  	  	 	Questions about acct #1-888-352-7206 option #5  
	  	  	 	 	
1-800-295-0068


	  	  	  	  	
 


	
112

	
Aero

	
Bank of America

	
*

	
100  Federal Street


	  	  	
11/9/2005

	 	
Boston,  MA  02106


	  	  	  	  	
1-800-353-3824


	  	  	  	  	  
	
113

	
Aero

	
La Salle Bank

	
*

	
G 4584 Miller Road


	  	  	  	  	
Flint, MI 48507


	  	  	
 

	 	
Debra Luskey/Salena


	  	  	  	 	
Ph 810-733-3131 Fax 810-733-0810


	  	  	  	  	  
	
114

	
Aero

	
Sky Bank

	
*

	
P. O. Box 6054


	  	  	effect 11/7/06  	 	
Indianapolis,  IN  46206-6054


	  	  	was Union Federal Bank  	 	
 Carla Branch- 317-888-3100 Fax #317-888-2674


	  	  	  	  	
1-800-284-4090


	
115

	
Aero

	
Key Bank

	
*

	
3685 Eiry Blvd East


	  	  	
8/23/2007

	 	
Dewitt, NY 13214


	  	  	  	 	
Kathy Malye 315-446-1383


	  	  	  	  	
fax: 315-446-9021









 


 


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


 











  





  











  










 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
116

	
Aero

	
Key Bank

	
*

	
University  Park


	  	  	  	  	
525 W. Cleveland


	  	  	  	  	
Mishawaka,  IN  46545


	  	  	  	  	
Branch -219-237-5374


	  	  	  	  	
Cash management: Tel: 219-296-2432


	  	  	  	  	
Fax: 219-237-5509


	
117

	
Aero

	
Wachovia

	
*

	
18 Gariatt Road


	  	  	  	 	
Attn: Account Inquiries


	  	  	  	  	
Upper Darby, PA 19082


	  	  	  	  	
1-800-222-3862 -Branch-914-963-8705


	
118

	
Aero

	
Citibank, N.A.

	
*

	
123 East 86th Street


	  	  	
store closed

	  	
New York,  NY  10028


	  	  	  	  	
1-800-627-3999,   Branch 212-348-4866


	  	  	  	  	  
	  	  	  	  	  
	
120

	
Aero

	
Chevy Chase Bank

	
*

	
1130 Smallwood Drive


	  	  	  	 	
Waldorf, MD 20603


	  	  	11/22/2003  	  	
Theresa Roach


	  	  	
 

	 	
Ph 301-932-7870 Fax 301-932-5103


	  	  	  	
 

	 
	  	  	  	  	 
	
121

	
Aero

	
Wells Fargo Bank

	
*

	
Alma School - Fiesta Mall Office


	  	  	  	  	
P.O. Box 6995


	  	  	  	
 

	
Portland, OR 97228-6995


	  	  	  	 	
1-800-225-5935


	
123

	
Aero

	
Bank One

	
*

	
Great Lakes Mall Branch 0142


	  	  	it's now  	 	
7850 Mentor Avenue


	  	  	Chase   	 	
Mentor,  OH  44060


	  	  	3/21/2006  	  	
Attn. Venessa, Branch-440-352-5531


	
124

	
Aero

	
First Tennessee

	
*

	
Knoxville Branch


	  	  	  	  	
3031-a/13 Mall Road North


	  	  	  	 	
Knoxville,  TN  37924


	  	  	  	
 

	
Sandra Irick, 865-971-2100


	  	  	  	
 

	  
	
127

	
Aero

	
Wachovia

	
*

	
P.O. box 2870


	  	  	  	 	
Jacksonville,  FL  32231


	  	  	  	  	
Branch-239-277-5980


	  	  	  	  	
1-800-669-6996


	
128

	
Aero

	
First Union

	
*

	
18 Gariatt Road


	  	  	
CLOSED

	  	
Upper Darby, PA 19082


	  	  	  	  	
Branch- 610-265-1300


	
129

	
Aero

	
PNC Bank

	
*

	
2431 Main St.


	  	  	  	  	
Lawrenceville,  NJ  08648


	  	  	  	
 

	
Branch 609-896-2097 or 2081


	  	  	  	
 

	
1-877-287-2654  Money Rm 1-800-399-2260


	  	  	  	  	
1800-762-2265


	
130

	
Aero

	
Bank of America

	
*

	
Summit Bank


	  	  	
11/9/2005

	 	
30 Columbia Turnpike


	  	  	  	  	
Florham Park, N.J.   07932


	  	  	  	  	
ph 973-377-2580 Mickael


	
131

	
Aero

	
Wachovia

	
*

	
Branch Address:


	  	  	  	 	
1214 Hooper Avenue


	  	  	  	  	
Toms River, NJ 08753


	  	  	  	  	
1-800-566-3862, Branch-732-244-2000


	
132

	
Aero

	
HSBC as of 8/14/00

	
*

	
Walt Whitman Mall


	  	  	  	  	
Huntington Station,  NY  11746-4147


	  	  	  	 	
Branch #631-423-7201


	  	  	  	
 

	
Fax #631-423-9847


	
133

	
Aero

	
US Bank

	
*

	  
	  	  	
Dec 05 rolled to TRECS

	  	
513-632-4141


	  	  	  	
 

	
1-800-627-7827


	  	  	  	
 

	
branch #513-870-0833


	  	  	  	  	  







 


 



 


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




 





  





  











  










Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
134

	
Aero

	
PNC Bank

	
*

	
P. O. Box 17700


	  	  	  	 	
New Brunswick,  NJ  08906-7700


	  	  	  	
 

	
Tel: 877-287-2654


	
135

	
Aero

	
Univest Savings & Trust Co.

	
*

	
Montgomeryville Office


	  	  	  	  	
706 North Wales Road


	  	  	  	 	
Montgomeryville, PA 18936


	  	  	  	
 

	
Linda Yoder or Donna


	  	  	  	 	
Branch-215-362-5130


	
136

	
Aero

	
Chase Bank

	
*

	
235 Main Street


	  	  	  	  	
White Plains, NY 10601


	  	  	  	 	
Branch-914-682-0240     Fax: 914-682-9526


	  	  	  	
 

	
Felicia Etiene


	
137

	
Aero

	
Bank of America

	
*

	
One Bethleham Plaza


	  	  	
11/9/2005

	 	
Bethlehem, PA  18018-5781


	  	  	  	  	
Branch-'215-659-6101  Debbie


	  	  	  	  	
1-800-282-2265


	
138

	
Aero W

	
Bank of America

	
*

	
P.O. Box 27128


	  	  	
11/9/2004

	 	
Concord,  CA  94520


	  	  	  	  	
1-800-432-1000


	  	  	  	  	
Maria Rector EXT 7500


	
139

	
Aero

	
HSBC Bank USA

	
*

	
Branch:  541 Route 211 East


	  	  	
Formerly

	  	
Middletown,  NY  10940


	  	  	
Marine Midland Bank

	
 

	
Tel: 914-692-4436  Michele Atkinson


	  	  	
same acct#

	 	
800-975-4722


	  	  	  	  	  
	
140

	
Aero

	
Key Bank

	
*

	
9646 Carousel Center


	  	  	  	 	
Syracuse,  NY  13290


	  	  	 	 	
1-800-539-2968


	
141

	
Aero W

	
Bank of America

	
*

	
P.O. Box 27128


	  	  	
Aero West

	 	
Concord,  CA  94520


	  	  	  	  	
Branch #925-692-6351


	  	  	  	  	
Corporate #800-622-8731 order deposit slips


	
142

	
Aero

	
First American Bank

	
*

	  
	  	  	  	 	 
	  	  	
new bank and new account

	 	 
	  	  	  	 	
Branch-847-816-9100


	  	  	  	  	
Fax #847-816-2193


	
143

	
Aero

	
First American Bank

	
*

	
80 Stanford Drive


	  	  	  	  	
Bloomingdale, IL 60108


	  	  	  	 	
Paul Gendusa


	  	  	  	
 

	
Ph 630-295-6889 x 100


	  	  	  	 	  
	
144

	
Aero

	
PNC Bank

	
*

	
1001 Cooper Street & Delsea Drive


	  	
 

	New account as of June 23, 2000  	 	
Deptford, NJ 08096


	  	  	 	 	
Debbie Johnson


	  	  	  	
 

	
Branch-856-384-3306, fax 856-384-3304


	
145

	
Aero

	
Wachovia

	
*

	
18 Gariatt Road


	  	  	  	 	
Attn: Account Inquiries


	  	  	  	  	
Upper Darby,  PA  19082


	  	  	  	  	
Tel: 800-222-3862


	  	  	  	  	
1-800-473-3862   Fax 800-214-6988


	
146

	
Aero

	
Chase

	
*

	
Mail Suite 0314


	  	  	  	 	
Chicago, IL 60670-0314


	  	  	  	
 

	
847-240-6450


	  	  	  	  	
800-404-4111customer service


	
147

	
Aero

	
Bank One

	
*

	  
	  	  	  	  	
Fox valley - Aurora Branch


	  	  	  	 	
Lynn Pfieffer - Asst. Branch Manager


	  	  	  	 	
Branch-630-851-3416









 


 


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


 











  





  











  








 


 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
148

	
Aero

	
Wachovia

	
*

	
18 Gariatt Road


	  	  	  	 	
Attn: Account Inquiries


	  	  	  	  	
Upper Darby,  PA  19082


	  	  	  	  	
Tel: 800-222-3862, Branch-203-944-4043


	
149

	  	
Northwest Savings Bank

	
*

	  
	  	  	  	 	  
	  	  	  	  	  
	  	  	  	
 

	  
	  	  	  	
 

	  
	
150

	
Aero

	
Bank of America

	
*

	
P.O.  Box 6858


	  	  	
11/9/2005

	 	
Freehold,  NJ   07728


	  	  	  	  	
Tel: 1-800-727-8637


	  	  	  	  	  
	
151

	
Aero

	
Bank of America

	
*

	
100 Federal Street


	  	  	11/9/2005  	
 

	
Boston, MA 02106


	  	  	 	 	
Tel: 1-800-727-8637


	  	  	  	 	 
	
152

	
Aero

	
PNC Bank

	
*

	
Client Services - Tel: 877-824-5001


	  	  	  	 	
222 Delaware Ave.


	  	  	  	 	
Wilmington,  DE  19899


	  	  	  	  	
Dawn Davis, Eden Square Branch-302-292-0864


	
153

	
Aero

	
Bank of America

	
*

	
P.O. Box 27025


	  	  	  	  	
Richmond,  VA  23261-7025


	  	  	  	  	
Tel: 800-432-1000


	  	  	  	  	  
	
154

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
2/26/2007

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
157

	
Aero

	
JPMorgan Chase Bank

	
*

	
One Indiana Square  MI400


	  	  	  	  	
Indianapolis,  IN  46206


	  	  	  	
 

	
Branch-219-738-4254


	  	  	  	
 

	
1-800-433-8248


	
158

	
Aero

	
M & T Bank

	
*

	
P.O. Box 767  (Boulevard Mall)


	  	  	  	 	
Buffalo,  NY  14240


	  	  	  	 	
Branch-716-832-4051


	  	  	  	 	
Fax: 716-834-1476


	
159

	
Aero

	
Bank One

	
*

	
2687 Fairfield Commons


	  	  	  	  	
Beavercreek, OH 45431


	  	  	effective 7/31/03  	 	
Angie Owens or Hope Day


	  	  	  	 	
Ph 937-443-6205 Fax 937-443-6255


	  	  	  	  	  
	
160

	
Aero

	
Bank of America

	
*

	
Regional Center,  VA2-125-04-01


	  	  	  	
 

	
PO Box 27025


	  	  	  	  	
Richmond,  VA  23261-7025


	  	  	  	  	
Tel: 800-232-5252


	
162

	
Aero

	
Suntrust Bank

	
*

	
Lake Mary Office -  0039


	  	  	  	 	
P.O. Box  628096


	  	  	  	
 

	
Orlando,  FL  32897


	  	  	  	 	
Branch-407-850-6591, 1-800-786-8787


	
164

	
Aero

	
BB&T

	
*

	
11400 Midlothian Turnpike


	  	  	
as of 10/14/03

	 	
Richmond, VA 23235


	  	  	  	
 

	
Branch-804-697-5341, Fax-804-897-7629


	  	  	  	 	
Barbara Byrd, mgr


	
166

	
AERO

	
North Fork Bank

	
*

	
89-01  Queens Blvd


	  	  	  	 	
Elmhurst,  NY  11373


	  	  	
 

	 	
Branch-718-672-7500, 1-800-510-6994


	  	  	changed on 3/10/00  	  	
Margaret Spano, Manager


	
167

	  	
HSBC Bank

	
*

	
3935 Route 31


	  	  	  	 	
Liverpool, NY 13090


	  	  	  	 	
Estella Taylor-Greene


	  	  	  	  	
Ph 315-622-0509 Fax 315-622-0474









 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
169

	
Aero

	
Partners Trust Bank

	
*

	
4630  Commercial Drive


	  	  	Open 4/99  	  	
P O Box 718


	  	  	 	 	
New Hartford,  NY  13413-0718


	  	  	  	
 

	
Branch: 315-736-0513   Fax: 315-736-1041


	  	  	  	  	
Francine Butler


	  	  	  	  	  
	
171

	
Aero

	
Dollar Bank

	
*

	
988 E. Pittsburgh Street


	  	  	  	  	
Greensburg, PA 15601


	  	  	
8/11/2003

	 	
Cathy Daversa


	  	  	  	 	
Ph 724-836-7455  Fax 724-836-8829


	  	  	  	  	  
	  	  	  	
*

	  
	
172

	
Aero

	
Wilmington Trust

	  	
Rodney Square North


	  	  	  	 	
1100 North Market St.


	  	  	  	 	
Wilmington,  DE  19890


	  	  	  	 	
Branch- 302-735-2010 -1800-523-2378


	
173

	
Aero

	  	  	  
	  	  	
CLOSED

	  	  
	  	  	  	  	
800-374-4646  Business number


	  	  	  	  	  
	
174

	
Aero

	
Chase Bank

	
*

	
P. O. Box 6001


	  	  	  	
 

	
Mt. Vernon,   NY  10538


	  	  	  	 	
Branch- 516-823-3601


	  	  	  	
 

	
Fax: 516-872-4240  Louise Borelli


	
175

	
Aero

	
Lafayette Bank and Trust

	
*

	
133 North 4th Street


	  	  	
open 6/23/99

	  	
Lafayette,  IN  47902-1130


	  	  	  	 	
Tracey Linder


	  	  	  	 	
Branch- 765-423-3821


	  	  	  	  	  
	
176

	
Aero

	
Bank of New Hampshire

	
*

	
Newington Office


	  	  	  	 	
P. O. Box 4548


	  	  	  	
 

	
Postsmouth,  NH  03802-4548


	  	  	  	  	
Branch- 603-433-2808, 603-430-3812


	
177

	  	
Tompkins Trust Company

	
*

	
40 Catherwood Drive ( Pyramid Mall )


	  	  	
eff  9/02

	  	
Ithaca, NY 14850


	  	  	  	 	
Michelle Bennett


	  	  	  	
 

	
Ph 607-257-7900  Fax 607-266-0477


	
178

	
Aero

	
Citizens Bank

	
*

	
1300 Ulster Ave, Suite 110


	  	  	
6/15/2007

	  	
Kingston, NY 12401


	  	  	  	
 

	
PH: 845-336-7920


	  	  	  	
 

	
Fax: 845-336-7922


	  	  	  	  	
Duane Wolff


	  	  	  	  	  
	
183

	
AeroW

	
Bank of America

	
*

	
P. O. Box 29966


	  	  	  	  	
Phoenix,  AZ  85038-0966


	  	  	
change to aero west August

	 	
1-800-944-0404


	  	  	  	  	
1-800-234-6147 Clark American


	
184

	
Aero

	
Washington Mutual 

	
*

	
2372 Palisades Center Drive


	  	  	effective 5/25/02  	
 

	
West Nyack, NY 10994


	  	  	  	  	
1-800-788-7000


	  	  	  	 	 
	  	  	  	 	  
	  	  	  	  	  
	
185

	
Aero

	
North Fork Bank

	
*

	
1701 SUNRISE HWY


	  	  	3/1/2005  	
 

	
BAY SHORE, NY  11706


	  	  	Greenpoint Division  	
 

	
PH. 631-665-3500


	  	  	  	  	
FAX. 631-665-8834


	
186

	
Aero

	
M&T Bank

	
*

	
New Town Office


	  	  	  	  	
9780 Groff Mill Drive


	  	  	
Formerly Allfirst

	
 

	
Owings Mills,  MD  21117


	  	  	
effective 7/03

	
 

	
Branch Manager: Judith E. Volley


	  	  	
same acct #

	  	
Tel: 410-654-8406   Fax: 410-654-8409


	  	  	  	  	
Customer Service -800-724-6070









 


 


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


 











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
188

	
Aero

	
Pinnacle Bank

	
*

	
123 Cason Lane


	  	  	  	  	
Murfreesboro, TN  37129


	  	  	 	 	
Rebecca Bratcher


	  	  	  	 	
615-893-1234


	  	  	  	
 

	 
	
189

	
Aero

	
LaSalle Bank

	
*

	
4300 W. Saginaw Hwy.  (43-44)


	  	  	Standard Federal was bought by   	  	
Lansing,  MI  48917


	  	  	
LaSalle Bank

	 	 
	  	  	  	 	
800-295-0068


	  	  	  	  	  
	
190

	
Aero

	
Key Bank

	
*

	
2950 Miamisburg - Centerville Road


	  	  	
Open 4/99

	
 

	
Dayton,  OH  45459


	  	  	  	 	
Felicia Paterson   Branch 937-439-0603


	  	  	  	 	  
	  	  	  	
 

	  
	
191

	
Aero

	
Wachovia

	
*

	
18 Gariatt Road


	  	  	
closing on 2/5/07

	 	
Attn: Account Inquiries


	  	  	  	  	
Upper Darby,  PA  19082


	  	  	  	  	
Tel: 800-222-3862,  PRESS 706 at recording


	
192

	
Aero

	
New Alliance Bank

	
*

	
481 Buckland Rd.,South Windsor, CT 06074


	  	  	
6/11/2007

	 	
Golam Ahmed, ph: 860-644-1501


	  	  	  	
 

	
fax: 860-644-7147


	  	  	  	  	  
	
193

	
Aero

	
Wachovia

	
*

	
1970 West New Haven Ave.


	  	  	  	 	
Exton, PA  19341


	  	  	
effective 9/16/2004

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
194

	
Aero

	
Citizens Bank

	
*

	
Mall of New Hampshire


	  	  	  	  	
1500 South Willow Street


	  	  	  	 	
Manchester,  NH  03103


	  	  	  	
 

	
Steven Scheiner


	  	  	  	  	
Tel: 603-634-5550    Fax: 603-634-5551


	  	  	  	  	
Carol # 603-770-5975 order deposit slips


	
195

	
Aero

	
Bank of America

	
*

	
Mail Stop CT OP 0009


	  	  	
11/9/2005

	 	
260 US Route 1


	  	  	  	  	
New London,  CT  06320


	  	  	  	  	
Stella Bergeson   860-447-6181


	  	  	  	  	  
	
196

	
Aero

	
Chevy Chase Bank

	
*

	
Springfield Mall Branch


	  	  	
6/30/1999

	 	
6609 Springfield Mall


	  	  	  	 	
Springfield,  VA  22150


	  	  	  	
 

	
Bob Koehler 703-924-1251


	  	  	  	 	
Tel: 800-987-2265


	
197

	
Aero

	
Wachovia

	
*

	
185 Annapolis Mall


	  	  	
Open 7/16/99

	 	
Annapolis,  MD  21401


	  	  	  	  	
Jennifer Stumpf


	  	  	  	  	
Tel: 800-704-0883


	
198

	
Aero

	
Bank One

	
*

	
15100 LaGrange Road


	  	  	  	  	
Orlando Park, IL 60462


	  	  	
8/3/2004

	 	
Jane Zabelka


	  	  	  	 	
Ph 708-873-7701 Fax 708-873-7748


	  	  	  	  	
Corporate #888-434-3030


	
200

	
Aero

	
Bank North

	
*

	
P.O. Box 6159


	  	  	11/22/2005  	
 

	
Peabody, Massachusetts 01961-6159


	  	  	formerly   	 	978-531-7400
	  	  	Warren Bank  	
 

	 
	
201

	
Aero

	
National City Bank

	
*

	
7401 Market Street


	  	  	open 7/99  	 	
Boardman,  OHIO  44512


	  	  	  	
 

	
Fax: 330-726-3362  Karen Pancake


	  	  	  	  	
Ph 330-742-4083









 


 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
202

	
Aero

	
Comerica

	
*

	
260 Brown Rd.


	  	  	12/7/2005  	 	
Auburn Hills, MI 48326


	  	  	 	 	
Ph. 248-371-5288


	  	  	  	  	
Branch 248-393-6676


	
203

	
Aero

	
B B & T Bank

	
*

	
2152 Northwoods Blvd.


	  	  	
open 7/15/99

	 	
Charleston,  SC  29406


	  	  	  	 	
Colleen Hufford


	  	  	  	 	
Tel: 843-937-6740  Fax: 843-569-2121


	
204

	
Aero

	
Highland Banks

	
*

	
Mall of America


	  	  	  	  	
322 West Market


	  	  	 	 	
Bloomington,  MN  55425


	  	  	  	 	
Barbara Kallin


	  	  	  	
 

	
Ph 952-853-0216 Fax 952-853-9958


	
205

	
Aero

	
National City Bank

	
*

	
Southland Office


	  	  	open 6/99  	  	
451 Clairton Blvd.


	  	  	  	 	
Pittsburgh,  PA  15235


	  	  	  	 	
Joanne Biles


	  	  	  	
 

	
1-800-352-0186- branch 412-653-6220


	
206

	
Aero

	
Wachovia Bank

	
*

	
Medical Park Office


	  	  	
10-Aug

	 	
2000 South Hawthorne Road


	  	  	  	  	
Winston-Salem, NC  27103


	  	  	
BAI in effect

	 	
Attn.: Roxanne Nifong-Lackey


	  	  	
2/1/2005

	  	
Ph 336-765-0414- fax 336-768-9775


	  	  	  	  	  
	
207

	
Aero

	
LaSalle Bank Midwest

	
*

	
4725 Wilson Avenue


	  	  	  	  	
Grandville, MI 49418


	  	  	 	 	
Mike Willett


	  	  	  	
 

	
Ph 616-249-8215 Fax 616-249-8279


	  	  	  	  	  
	  	  	  	  	  
	
208

	
Aero

	
Citizens Bank

	
*

	
189 Canal Street


	  	  	
10-Aug

	  	
Providence, RI  02903


	  	  	  	
 

	
Tel: 401-282-2523    800-862-6200


	  	  	  	  	
Michael Gervasini     Fax: 401-455-5508


	  	  	  	  	  
	
209

	
Aero

	
Bank of America

	
*

	
670 George Washington Highway


	  	  	
9-Nov

	
 

	
Route 116N


	  	  	  	  	
Lincoln,  RI  02865


	  	  	  	  	
400 East Main Street     (Branch)


	  	  	  	  	
Meriden,  CT


	  	  	  	  	
Shaun Callahan   203-634-7130


	  	  	  	  	
Kimberly J. Schwartz - branch manager


	  	  	  	  	  
	
213

	
Aero

	
Key Bank

	
*

	
691 Richmond Road


	  	  	  	 	
Richmond Heights,  OH  44143


	  	  	
CLOSED

	  	
Linda Myers   440-449-5301


	  	  	  	  	  
	
214

	
Aero

	
Key Bank

	
*

	
17333 Southpark Center


	  	  	  	 	
Strongsville, OH 44136


	  	  	
effective 3/5/04

	 	
Donna Steinc


	  	  	  	 	
Ph 440-238-2300 Fax 440-238-2314


	
215

	
Aero

	
National City Bank

	
*

	
445 W. Colliseum Blvd.


	  	  	Effective 06/06/05 	 	
Fort Wayne, IN  46805


	  	  	  	 	
Tel.  260-373-0512


	  	  	  	  	
Reneta Rhurairatnam


	
216

	
Aero

	
Bank Champaign

	
*

	
South Neil at Devonshire Drive


	  	  	  	 	
Champaign,  IL  61824-1490


	  	  	  	 	
Tracy A. Lutz  217-351-2876


	  	  	  	 	  
	
218

	
Aero

	
Chase Bank

	
*

	
3265 W. Market Street


	  	  	  	 	
Summit Mall # 170


	  	  	  	 	
Akron,  OHIO  44333


	  	  	  	
 

	
Amy Lorentz  Tel: 330-972-1930


	  	  	  	  	  







 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
219

	
Aero

	
Bank One

	
*

	
Ohio/West Virginia Markets


	  	  	
switch from National City in sep

	  	
PO Box 260180


	  	  	  	 	
Baton Rouge, LA  70826-0180


	  	  	  	
 

	
Ph 330-972-9250


	  	  	  	  	  
	
220

	
Aero

	
Old National Bank

	
*

	
2718 E. Third Street


	  	  	  	 	
Bloomington,  IN  47401


	  	  	  	
 

	
Ralph Huestis


	  	  	  	 	
Branch #812-330-2680


	  	  	  	  	
Fax #812-331-4022


	
221

	
Aero

	
Old National Bank

	
*

	
1001 McGalliard Road


	  	  	  	 	
Muncie, IN 47303


	  	  	  	 	
Leah Beeson


	  	  	  	
 

	
Ph 765-747-7623  Fax 765-747-7645


	  	  	  	 	 
	
222

	
Aero

	
Bank North

	
*

	
1000 MacArthur Blvd.


	  	  	  	  	
Mahwah, NJ 07430


	  	  	  	 	
Cust. Service 1800-482-5465


	  	  	  	
 

	
1-800-328-7205- Deluxe


	
223

	
Aero

	
Wachovia Bank

	
*

	
702 Haywood Road


	  	  	
12/11/2003

	 	
Greenville, SC 29607


	  	  	
BAI

	  	  
	  	  	
2/1/2005

	  	
Ph 864-239-1913  Fax 864-676-9366


	
224

	
Aero

	
Bank of America

	
*

	  
	  	  	
11/9/2005

	 	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	
BRANCH:908-351-2270


	
225

	
Aero

	
Regions

	
*

	
5005 Washington Pike


	  	  	  	 	
Knoxville, TN 37917


	  	  	 	 	
Beth Hackleroad


	  	  	  	 	
Ph 865-521-5157 Fax 865-521-5121


	  	  	  	  	  
	
226

	
Aero

	
Comerica Bank

	
*

	
Meridian Mall


	  	  	
12/12 rolled to bai reporting

	 	
1982 East Grand River Ave.


	  	  	  	 	
Okemis,  MI  48864


	  	  	  	
 

	
Ken Pyciak  Tel: 517-349-0091


	  	  	  	  	
fax 517-349-6340


	
227

	
Aero

	
Sky Bank

	
*

	
10 E Main Str


	  	  	  	
 

	
Salineville, OH 43945


	  	  	effect day 7/13  	 	
Jeff Apardian


	  	  	  	 	
419 254-7052 ext 3216


	  	  	  	 	
419 473-2249 fax


	  	  	  	  	
Jim 412-227-4862


	
228

	
Aero

	
PNC Bank

	
*

	
2720 Potomac Mills Circle


	  	  	
5/13/2005

	 	
Woodbridge,  VA  22192


	  	  	  	 	
Ph 877-287-2654


	  	  	
PNC acquired Riggs bank

	 	  
	
229

	
Aero

	
Bank of America

	
*

	
Coventry Mall


	  	  	
11/9/2005

	  	
Route 724 and 100


	  	  	  	 	
Pottstown,  PA  19465


	  	  	  	  	
Linda M Robinson Tel: 610-327-1110


	  	  	  	  	
Fax: 610-970-2197 BRANCH:610-327-1110


	
230

	
Aero

	
First Tennessee

	
*

	
7082 Bakersbridge Road


	  	  	  	 	
Franklin, Tennessee, 37064


	  	  	  	  	
Agnes Nichols   615-790-5130


	  	  	  	  	  
	
231

	
Aero

	
Lasalle Bank

	
*

	
25230 Michigan Avenue


	  	  	  	 	
Dearborn,  MI  48124


	  	  	 	 	
Nicoline Parker


	  	  	  	  	
Ph# 313-274-9078









 


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











  





  











  








 


 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
232

	
Aero

	
Herkimer County Trust

	
*

	
4630  Commercial Drive


	  	  	
same account as store 169

	  	
P O Box 718


	  	  	  	  	
New Hartford,  NY  13413-0718


	  	  	  	  	
Branch: 315-736-0513   Fax: 315-736-1041


	  	  	
CLOSED

	  	
Francine Butler


	  	  	  	  	  
	  	  	  	  	  
	
233

	
Aero

	
Exchange Bank of Alabama

	
*

	
3003 Rainbow Drive


	  	  	  	 	
Gadsen, AL 35901


	  	  	  	  	
Joyce Frohock


	  	  	  	  	
PH 256-442-3003


	  	  	  	  	  
	
234

	
Aero

	
Wachovia

	
*

	
Colonial Park Financial Center


	  	  	  	 	
53 Colonial Park Mall


	  	  	  	  	
Harrisburg, PA 17109


	  	  	  	  	
Dwight Smith


	  	  	  	  	
717-540-4461


	  	  	  	  	
717-652-8718 fax


	
235

	
Aero

	
Regions

	
*

	
5236 Hickory Hollow Parkway


	  	  	  	 	
Antioch, TN 37013


	  	  	 	 	
Sheri Parsons or Lisa Griffith


	  	  	  	 	
phone 615-736-6130


	
236

	
Aero

	
Bank of America

	
*

	
Pheasant Lane Mall


	  	  	
11/9/2005

	 	
310 DW Highway


	  	  	  	  	
Nashua, NH 03060


	  	  	  	  	
Joanne Mahoney


	  	  	  	  	
Tel: 603-888-9952


	  	  	  	  	  
	
237

	
Aero

	
Huntington National Bank

	
*

	
613 Beaver Valley Mall


	  	  	  	 	
Monaca, PA 15061    1-877-619-0011 Michlle


	  	  	  	 	
724-728-8770 724-728-7339


	  	  	  	 	
Ginger McKeown


	
238

	
Aero

	
First Financial Bank

	
*

	
Honey Creek Mall


	  	  	  	 	
US 41 South


	  	  	  	 	
Terre Haute, IN 47802


	  	  	  	 	
Brenda Thomson, 812-238-6437


	
239

	
Aero

	
Regions

	
*

	
900 Rivergate Parkway


	  	  	  	 	
Goodlettsville, TN 37072


	  	  	  	 	
Karen Wallace


	  	  	 	
 

	
phone 615-748-2706  Fax 615-748-2704


	  	  	  	  	  
	
240

	
Aero

	
B B & T

	
*

	
848 S.E. Maynard Road


	  	  	  	 	
Cary, NC 27511


	  	  	  	 	
Florence Snell


	  	  	  	 	
phone 919-319-4850   Fax 919-319-4859


	  	  	  	  	  
	
241

	
Aero

	
Huntington National Bank

	
*

	
17 South High Street


	  	  	  	 	
Attn. MA10


	  	  	  	  	
Columbus, OH 43215


	  	  	  	 	
Stephanie Schleppi


	  	  	  	 	
mall booth 614-480-0161, beth-4004, sharron 4442


	  	  	  	  	  
	
242

	
Aero

	
United National Bank

	
*

	
234 Grand Central Mall


	  	  	  	
 

	
Vienna, WV 26105


	  	  	  	  	
Michael Sweet or Sheila


	  	  	  	  	
phone 304-485-3811


	  	  	  	  	
304-424-4612 Downtown Branch


	
243

	
Aero

	
Bank of America

	
*

	
2105 N. Roane St.


	  	  	  	 	
Johnson City, TN 37604


	  	  	
12/3/2007

	  	
Fax# 617-310-3332


	  	  	  	 	
Rep. Frank Tarara


	  	  	  	
 

	  







 


 


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










 



  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
244

	
Aero

	
Bremier Bank

	
*

	
2965 White Bear Ave.


	  	  	  	  	
Maplewood, MN 55109


	  	  	 	 	
Branch #651-734-4777


	  	  	  	
 

	 
	
245

	
Aero W

	
Commerce Bank-WEST

	
*

	
1699 Clarkson Road


	  	  	  	 	
Chesterfield, MO 63017


	  	  	  	
 

	
314-726-2255, ph; 314-746-5015 fax


	  	  	  	  	
Brady Lewis; Gina


	
246

	
Aero

	
Bank One

	
*

	
Mail Code OH2-5210


	  	  	  	 	
1805 Brittian Road


	  	  	  	  	
Akron, OH 44310


	  	  	  	 	
ph 330-972-1915; fax 330-972-1390


	  	  	  	
 

	
Chastity Booth, Mary Anne Nutter


	
247

	
Aero

	
Chemical Bank

	
*

	  
	  	  	  	  	
333 E. Main Street


	  	  	  	 	
Midland, MI 48640-0231


	  	  	  	 	
Keith A Wenzel


	  	  	  	 	
Ph 989-790-1202


	  	  	  	  	
Fax #989-790-9080


	  	  	  	  	  
	
248

	
Aero

	
Trustco Bank

	
*

	
3065 Route 50


	  	  	  	 	
Saratoga Springs, NY 12866


	  	  	  	 	
Chris Jordan


	  	  	  	
 

	
Ph 518-583-1716


	  	  	  	  	  
	
249

	
Aero

	
SunTrust Bank

	
*

	  
	  	  	  	 	  
	  	  	  	  	  
	  	  	  	 	 
	  	  	  	
 

	  
	
250

	
Aero

	
Wells Fargo

	
*

	
100 West Burnsville Parkway


	  	  	  	 	
Burnsville, MN 55337


	  	  	  	  	
Annette Schilling 612-316-3794, fax 3797


	  	  	  	 	
Mall branch 90 W. County Highway 42


	  	  	  	 	
Burnsville, MN 55337


	  	  	  	  	
800-225-5935 order slips 800-289-3557


	
251

	
Aero

	
Fifth Third Bank

	
*

	
1250 North Green River Road


	  	  	
12/12/05 rolled to bai reporting

	 	
Evansville, IN 47715


	  	  	  	 	
Cindy Lucke


	  	  	  	  	
Ph 812-474-2745  Fax 812-474-2746


	  	  	  	  	  
	
252

	
Aero

	
Bank of America

	
*

	
414 Union Street


	  	  	
11/9/2005

	 	
Nashville, TN 37239-1697


	  	  	  	  	
Jacqueline J. Wilson


	  	  	  	  	
Tel: 615-749-3863 Fax: 615-749-3378


	
253

	
Aero

	
Montgomery First National Bank

	
*

	
180 Crestwood Plaza


	  	  	
effective 3/24/03

	 	
St. Louis, MO 63126


	  	  	  	 	
Flery Langholz


	  	  	  	 	
Ph 314-918-7676 Fax 314-213-4501


	
254

	
Aero

	
Bank of America

	
*

	
100 Mid Rivers Mall Drive


	  	  	
11/9/2005

	 	
St. Peters, MO 63376


	  	  	  	  	
Jane Ramey


	  	  	  	  	
636-278-4469   Fax 636-397-6524


	  	  	  	  	  
	  	  	  	  	  
	
255

	
Aero

	
Harris Bank St. Charles

	
*

	
1 East Main Street


	  	  	  	 	
St. Charles, IL 60174-1981


	  	  	  	 	
Charlotte. E. Johnson-Dunlop


	  	  	  	 	
Ph 630-377-6894  Fax 630-377-7157


	  	  	  	 	 





 


 


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




 





  





  











  









Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
256

	
Aero

	
Rockland Trust Company

	
*

	
363 Court Street


	  	  	  	 	
Plymouth, MA 02360


	  	  	  	
 

	
508-830-3225, phone Sandra Brophy, Barbara


	  	  	  	  	
money room 781-982-6450


	
257

	
Aero

	
National City Bank of Indiana

	
*

	
One National City Center, Suite 100


	  	  	  	 	
Indianapolis, IN 46255


	  	  	  	  	
317-267-7902 ph; 317-267-7905 fax


	  	  	  	  	
Amy Fukumoto, Vicki


	
258

	
Aero

	
Chevy Chase Bank

	
*

	
7935 Tysons Corner Center


	  	  	  	 	
Mclean, VA 22102


	  	  	  	 	
Missa Khatib


	  	  	  	 	
Ph 703-883-3915  Fax 703-883-3918


	
259

	
Aero

	
Bank of America

	
*

	
Waterloo Banking Center


	  	  	
11/9/2005

	 	
Hanover, MD 21076


	  	  	  	  	
Pam Wiley


	  	  	  	  	
Ph 410-799-1744, fax 410-799-1263


	  	  	  	  	
Elisabeth Abernathy, nat'l rep 615-749-3163


	
260

	
Aero

	
Elmira Savings Bank

	
*

	
333 East Water Street


	  	  	  	 	
Elmira, NY 14901


	  	  	  	 	
607-739-0341 ph; 607-739-0457 fax


	  	  	  	  	
Wandy Mocece


	
261

	
Aero

	
BB&T

	
*

	
9259 Mall Road


	  	  	  	 	
Morgantown, WV 26505


	  	  	  	 	
Kellie Shaffer


	  	  	  	 	
Ph 304-983-9018


	
262

	
Aero

	
Wachovia

	
*

	
6300 Arbor Place Boulevard


	  	  	  	 	
Douglasville, GA 30135


	  	  	  	  	
770-920-3700 #4, phone


	  	  	  	  	
Sherrie Wylie, manager









 


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











  





  











  










Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
263

	
Aero

	
Capital City Bank

	
*

	
Governor's Square Mall Office


	  	  	  	  	
P.O. Box 900


	  	  	  	 	
Tallahassee, FL 32302-0900


	  	  	  	
 

	
ph 850-671-0306; fax 850-878-9120


	  	  	  	 	Courtney Peacock  
	
264

	
Aero

	
Bank of America

	
*

	
GA8-309-01-01


	  	  	
11/9/05

	 	
3855 Bloomfield Road


	  	  	  	  	
Macon, GA 31206-3613


	  	  	  	  	
ph 912-474-1415; fax 912-474-1418


	  	  	  	  	
Brenda Mitchell


	
265

	
Aero

	
North Shore Bank of

	
*

	
1600 Miller Trunk Highway


	  	  	
Commerce

	
 

	
Duluth, Minnesota 55811


	  	  	  	 	
Lori . A. Seafolk


	  	  	  	 	
Ph 218-722-2322  Fax 218-722-9849


	  	  	  	
*

	  
	
266

	
Aero

	
Bank of America

	 	
6200 Aurora Avenue, Suite 101E


	  	  	
11/9/2005

	  	
Urbandale, IA 50322-2896


	  	  	  	  	
Linda Pollock


	  	  	  	  	
Ph 515-235-2906, 800-362-1615 ext 2906


	  	  	  	  	
Fax  515-235-2992


	
267

	
Aero

	
Mellon Bank

	
*

	
195 Franklin Blvd.


	  	  	
Switched to Aero 267 - June '00

	  	
Philadelphia,  PA  19154


	  	  	
CLOSED

	  	
Tel:1-800-362-5510 option #4


	  	  	  	  	
Fax: 215-281-1705  Ealine


	
268

	
Aero

	
AmSouth Bank

	
*

	
4485 Poplar Avenue


	  	  	  	 	
Memphis, TN 38117


	  	  	 	 	
901-762-5955, 901-685-7911


	  	  	  	 	
Clare Pannell


	
269

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
3/21/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	  	  	  	  	  
	
270

	
Aero

	
REGIONS BANK/Planters Bank

	
*

	
20 Northwest Plaza


	  	
Close

	  	 	
St. Ann, MO 63074-2202


	  	
5/5/2007

	  	  	
Inga Sykes


	  	  	
Regions acquired Planters bank

	  	
Ph 314-291-0660  Fax 314-291-5624


	  	  	  	  	  
	
271

	
Aero

	
Liberty Federal Savings

	
*

	
698 Belair Road, Suite h-6


	  	  	
and Loan Association

	 	
Bel Air, MD 21014


	  	  	  	 	
Amy Chmielewski


	  	  	  	  	
Ph 410-879-3568  Fax 410-879-7016


	
272

	
Aero

	
Regions Bank

	
*

	
331 University Boulevard


	  	  	  	 	
Tuscaloosa, AL 35401


	  	  	
AmSouth Bank

	 	
Tel: 800-267-6884


	  	  	merged with Region Bank  	  	
Patsy Montague  Tel 391-5770


	
273

	
Aero

	
BB&T

	
*

	
Box 2015 Meadowbrook Mall


	  	  	  	 	
Bridgeport, WV 26330


	  	  	  	 	
ph 304-842-7313, fax 304-842-5280 Will


	  	  	  	  	
Charlotte Sidow, Barb Brewer


	
274

	
Aero

	


National City Bank



	
*

	
3902 Milan Road


	  	  	 	 	
Sandusky, OH 44870


	  	  	  	 	
Judy Edinger


	  	  	  	  	
Ph 419-621-2980  Fax 419-621-2986


	
275

	  	
National City Bank

	
*

	
Keith Stone


	  	  	
9/14/2006

	  	
1332 E.Empire Str


	  	  	  	 	
Bloomington, IL 61701


	  	  	  	 	
ph 309-823-3281


	  	  	  	  	
fax 309-823-3279


	  	  	  	  	  







 


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


 











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
276

	
Aero

	
Riggs National Bank

	
*

	
1201 Wisconsin Ave NW


	  	  	  	  	
Washington, DC  20007


	  	  	  	  	
Tel: 202-835-5591


	  	  	  	  	
Mrs. Lyles


	  	  	  	  	  
	
277

	
Aero

	
Bank of America

	
*

	
495 Union Street


	  	  	
11/9/2005

	
 

	
Waterbury, CT 06702


	  	  	  	  	
Debra Neri


	  	  	  	  	
Ph 203-757-8404  Fax 203-757-8442


	  	  	  	  	  
	
278

	
Aero

	
Bank of America

	
*

	
White Marsh Mall Branch


	  	  	
9/25/2006

	
 

	
Baltimore, MD 21236


	  	  	  	  	
Casey Carrow


	  	  	  	  	
Ph 410-986-1970 Fax 410-986-1975


	  	  	  	  	  
	
279

	
Aero

	
Bank of America

	
*

	  
	  	  	  	
 

	  
	  	  	
CLOSED JAN. 05

	  	  
	  	  	  	  	  
	  	  	
first deposit 12/5/00

	  	  
	
280

	
Aero

	
First Citizen's Bank

	
*

	  
	  	  	  	  	
18 Lake Concord Road


	  	  	  	
 

	
P.O.Box 3366


	  	  	  	
 

	
Concord, NC 28025


	  	  	  	  	Mitchie Sanders  
	  	  	  	  	Ph 704-262-7086 Fax 704-782-0813
	  	  	  	  	  
	
281

	
Aero

	
Dubuque Bank and Trust

	
*

	
1398 Central Avenue


	  	  	
Company

	
 

	
Dubuque, IA 52001-5051


	  	  	  	  	
Jeffrey Timmerman


	  	  	  	  	
Ph 319-556-1994, 319-589-2150


	  	  	  	  	  
	
282

	
Aero

	
Wachovia

	
*

	
3430 Wrightboro Raod


	  	  	  	 	
Augusta, GA 30909


	  	  	  	 	
Lori Evans


	  	  	  	  	
Ph 706-667-2256 Fax 706-868-4640


	  	  	  	  	  
	
283

	
Aero

	
Wachovia

	
*

	
Independence Center


	  	  	  	 	
3750 Oleander Drive, NC3241


	  	  	  	  	
Wilmington, NC 28403


	  	  	  	  	
Wally Simpson


	  	  	  	  	
PH 910-793-3710 Fax 910-793-3707


	
284

	
Aero

	
First Palmetto Savings Bank

	
*

	
10207 North Kings Highway


	  	  	  	 	
Myrtle Beach, SC 29572-4038


	  	  	 	
 

	
Monica Boone


	  	  	  	 	
Ph 843-272-0274 Fax 843-361-9858


	
285

	
Aero

	
Centura Bank

	
*

	
611 E. Arlington Blvd.


	  	  	  	  	
Greenvile, NC 27858


	  	  	  	 	
Kathy Harrington


	  	  	  	 	
Ph 252-551-7804  Fax 252-551-7805


	
286

	
Aero

	
Key Bank

	
*

	
688 N-Lex Springmill Road


	  	  	  	 	
Mansfield, OH 44906


	  	  	  	 	
Sue Schell


	  	  	  	
 

	
Ph 419-529-5214  Fax 419-529-9934


	
287

	
Aero

	
Sovereign Bank

	
*

	
791 Purchase Street


	  	  	  	 	
New Bedford, MA 02740-6300


	  	  	
as of 10/18/04

	
 

	
Tricia Farrington


	  	  	  	
 

	
Ph 508-994-6155


	
288

	
Aero

	
Fifth Third Bank

	
*

	
Eastland Banking Center


	  	  	
12/12/05 rolled to bai reporting

	 	
2810 S. Hamilton Road


	  	  	  	
 

	
Columbus, OH 43232


	  	  	  	 	
Judy Holzbacher


	  	  	  	
 

	
Ph 614-864-1870  Fax 614-864-1732









 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
289

	
AERO

	
Comerica Bank

	
*

	
3215 28th Street


	  	  	
12/12/05 rolled to bai reporting

	 	
Grand Rapids, MI 49512


	  	  	  	
 

	
Sherrie


	  	  	  	 	
Ph 616-957-0551  Fax 616-957-3419


	  	  	  	 	  
	
290

	
Aero

	
First Citizens Bank

	
*

	
1862 Highway 70 South East


	  	  	  	 	
Hickory, NC 28602


	  	  	  	
 

	
Fred Brown


	  	  	  	  	
Ph 828-326-1170


	  	  	  	  	  
	
291

	
Aero

	
Wachovia Bank

	
*

	
consolidated accounts


	  	  	
wachovia acquired Southtrust

	 	
any questions call Judy Goncalves


	  	  	
11/08/05

	  	
at 800-590-7868


	  	  	  	  	  
	  	  	  	  	  
	
292

	
Aero

	
First Westroads Bank

	
*

	
10855 West Dodge Road


	  	  	  	  	
Omaha, NE 68154


	  	  	  	 	
Kathy Hess


	  	  	  	
 

	
Ph 402-391-7204 Fax 402-391-2793


	  	  	  	  	  
	
293

	
Aero

	
Chase Bank

	
*

	
7 West Main Str, Riverhead, NY


	  	  	
10/15/2007

	
 

	
Teresa 312-954-3713


	  	  	  	 	  
	  	  	  	 	  
	  	  	  	  	  
	
294

	
Aero

	
Citizens Bank

	
*

	
1250 Baltimore Pike


	  	  	
Effective 8/16/02

	  	
Springfield, PA 19064


	  	  	  	
 

	
Lisa Carey-Kerr


	  	  	  	
 

	
Ph 610-328-2184  Fax 610-328-3363


	  	  	  	  	  
	
295

	
Aero

	
Key Bank

	
*

	
2050 Western Avenue


	  	  	  	
 

	
Guilderland, NY 12084


	  	  	
CLOSED

	  	
Rosemary Rizzo


	  	  	  	  	
Ph 518-456-8301  Fax 518-456-8562


	  	  	  	  	  
	
296

	
Aero kids

	
Key Bank

	
*

	
Walden Galleria Mall Branch


	  	  	  	  	
Cheektowaga, NY 14225


	  	  	
CLOSED

	  	
Leslie Anticoli


	  	  	  	  	
ph 716-683-0480


	  	  	  	  	  
	
297

	
Aero

	
Comerica Bank

	
*

	
35795 Gratiot Avenue


	  	  	
12/12/05 rolled to bai reporting

	
 

	
Clinton Township, MI 48035


	  	  	  	
 

	
Gwen Rashid, Sharon


	  	  	  	
 

	
Ph 586-791-0801


	  	  	  	  	
fax 586-791-7112


	
298

	
Aero

	
Key Bank

	
*

	
9646 Carousel Center


	  	  	  	
 

	
Syracuse, NY 13290


	  	  	
CLOSED

	  	
Linda M Reynolds


	  	  	  	  	
Ph 315-466-1603 Fax 315-466-1618


	  	  	  	  	  
	
299

	
Aero

	
Chase Bank

	
*

	
6851 Bluebonnett Blvd.


	  	  	  	
 

	
Baton Rouge, LA 70810


	  	  	 	  	
Kathy/ Julie Terrell


	  	  	  	
 

	
Ph 225-763-9515 Fax 225-769-3416


	  	  	  	
 

	  
	
300

	
Aero

	
Wells Fargo Bank

	
*

	
206 E Hickory


	  	  	  	 	
Mankato, MN 56002-0168


	  	  	  	  	
Tim Ernste


	  	  	  	 	
Ph 507-387-9203


	  	  	  	
 

	
Fax 507-387-9201


	
301

	
Aero

	
Wachovia

	
*

	
Wachovia consolidated accts


	  	  	
11/1/2005

	
 

	
any questions call Judy Goncalves at Wachovia


	  	  	  	  	
800-590-7868


	  	  	  	  	  
	  	  	  	  	  







 


 


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


 











  





  











  










Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
302

	
Aero

	
Community Bank and Trust

	
*

	
1851 North Elm Street


	  	  	  	 	
Commerce, GA 30529


	  	  	  	  	
Melissa Morris


	  	  	  	  	
Ph 706-336-3202


	  	  	  	  	  
	
303

	
Aero

	
TCF National Bank

	
*

	
1801 Plymouth Road


	  	  	  	 	
Minnetonka, MN 55305-1963


	  	  	  	 	
John D Gahley


	  	  	  	 	
877-784-8239


	  	  	  	  	
612-333-2722


	
304

	
Aero

	
Bangor Savings Bank

	
*

	
687 Hogan Rd ,Bangor , ME 04401


	  	  	
9/12/2007

	 	
Ph: 207-942-4818


	  	  	  	
 

	
Fax: 207-942-4819


	  	  	  	 	
Cindy Stevens


	  	  	  	  	  
	
305

	
Aero

	
HSBC Bank

	
*

	
107 Oakdale Mall


	  	  	  	 	
Johnson City, NY 13790


	  	  	  	  	
Maryanne


	  	  	  	  	
Ph 607-798-8896


	  	  	  	  	
Fax 607-798-0354


	
306

	
Aero

	
US Bank

	
*

	
1350 Euclid Ave,


	  	  	
8/22/2007

	 	
Cleveland , OH 44115


	  	  	  	 	
Bath Ladd


	  	  	  	
 

	
216 902-7858 ph


	  	  	  	  	
216 623-9303 fax


	
307

	
Aero

	
Huntington National Bank

	
*

	
2055 Polaris Parkway


	  	  	  	 	
Columbus, OH 43240


	  	  	  	
 

	
Branch #614-480-0700


	  	  	  	 	
Fax #614-480-0706


	  	  	  	  	
Bank Officer Usha


	  	  	  	  	  
	
308

	
Aero

	
US Bank

	
*

	
P.O. Box 1800


	  	  	
Dec 05 rolled to TRECS

	  	
Saint Paul, Minnesota 55101-0800


	  	  	  	 	
1-800-872-2657


	  	  	
Formerly

	 	
Branch #314-487-6759


	  	  	
Firstar Bank

	  	
Fax #314-416-2570


	
309

	
Aero

	
Firstmerit Bank, N.A.

	
*

	
West River Office


	  	  	  	 	
1530 West River North


	  	  	  	
 

	
Elyria, OH 44035


	  	  	  	  	
Raymona Davis


	  	  	  	  	
330-996-6000


	
310

	
Aero

	
First Citizens Bank

	
*

	
1959 Valley View Blvd


	  	  	  	 	
Roanake, VA 24012


	  	  	  	  	
M. Beth Ruffing


	  	  	  	 	
PH 540-985-3270 Fax 540-985-3204


	  	  	  	
 

	  
	
311

	
Aero

	
Commerce Bank and Trust

	
*

	
3035 South Topeka


	  	  	  	  	
Topeka, Kansas 66611


	  	  	  	
 

	
Michael J. Province


	  	  	  	
 

	
Ph 785-228-7665 Fax 785-228-7684


	  	  	  	 	  
	
312

	
Aero

	
Key Bank

	
*

	
1080 McKinley Mall


	  	  	  	  	
Blasdell, NY 14219


	  	  	  	
 

	
Darlene


	  	  	  	
 

	
Ph 716-827-4488


	  	  	  	  	
Fax 716-824-1419


	
313

	
Aero

	
Bank North, N.A.

	
*

	
250 Maine Mall


	  	  	  	
 

	
So. Portland, ME 04106


	  	  	  	  	
Gwen Mercier


	  	  	
formely known as:

	
 

	
Ph 207-774-7675


	  	  	
Peoples Heritage Bank

	
 

	
Fax 207-828-2991









 


 


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


 











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
314

	
Aero

	
US Bank

	
*

	
P.O. Box 1800


	  	  	
Dec 05 rolled to TRECS

	 	
Saint Paul, Minnesota 55101-0800


	  	  	
Formerly

	
 

	
1-800-685-5065


	  	  	
Firstar Bank

	  	
Kym Owens


	  	  	  	  	
Ph 815-332-5834    Fax 815-332-4603


	
315

	
Aero

	
Associated Bank

	
*

	
6550 N. Illinois Street


	  	  	  	
 

	
Fairview Heights, IL 62208-2028


	  	  	  	
 

	
Joann Blank


	  	  	  	
 

	
Ph 618-622-4244  Fax 618-632-6663


	
316

	
Aero

	
Wachovia

	
*

	  
	  	  	
5/21/2006

	 	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
317

	
Aero

	
United National Bank

	
*

	
1079 Charleston Town Center Mall


	  	  	  	  	
Charleston, WV 25389


	  	  	  	 	
Karen Buckley


	  	  	  	
 

	
Ph 304-345-8550


	  	  	  	  	
Fax304-345-7621


	
318

	
Aero

	
US Bank

	
*

	
P.O. Box 1800


	  	  	
Dec 05 rolled to TRECS

	  	
Saint Paul, Minnesota 55101-0800


	  	  	
Formerly

	 	
1-800-685-5065


	  	  	
FirstStar Bank

	
 

	  
	  	  	  	  	  
	
319

	
Aero

	
Town & Country Bank

	
*

	
2501 W. Wabash Ave.


	  	  	  	 	
Springfield, IL 62704


	  	  	  	 	
Attn: Shannon G. Estes


	  	  	  	  	
Ph (217) 787-3100


	  	  	  	  	
Fax ( 217) 698-0303


	
330

	  	
US Bank

	
*

	
6320 W. Markham


	  	  	
Dec 05 rolled to  TRECS

	  	
Little Rock, AR 72205


	  	  	  	 	
Annabelle Cabrera


	  	  	  	
 

	
Ph 501-661-0536  Fax 501-661-1328


	  	  	  	  	  
	
331

	
Aero

	
Bank of America

	
*

	
Hanover Office


	  	  	
11/9/2005

	 	
1774 Washington Street


	  	  	  	  	
Hanover, MA 02339


	  	  	  	  	
Michelle C. Cardella


	  	  	  	  	
Ph 781-826-6660


	
332

	  	
LaSalle Bank

	
*

	
6551 West 95th Street


	  	  	  	  	
Chicago Ridge, IL 60415


	  	  	 	 	
Betty Araya


	  	  	  	 	
Ph 708-424-0400 Fax 708-424-9440


	  	  	  	  	Clark American 1-800-355-8123  
	
333

	
Aero

	
Sky Bank

	
*

	
4000 Pendleton Way


	  	  	effect 11/04/06  	  	
Indianapolis, IN 46226


	  	  	was Union Federal Bank  	 	
Chris Shaw


	  	  	  	 	
Ph 317-269-4648, 800-284-4090


	  	  	  	  	
Fax #317-639-7260


	
334

	
Aero

	
Citizens National Bank

	
*

	
One Heritage Center


	  	  	
6/24/2006

	 	
855 Central Avenue


	  	  	  	 	
Ashland, KY 41105-2247


	  	  	  	
 

	
Pamela L. Fultz


	  	  	  	  	
Ph 606-920-7305 Fax 606-920-7350


	
335

	  	


National City Bank



	
*

	
1637 North Memorial Drive


	  	  	 	  	
Lancaster, OH 43130


	  	  	  	
 

	
Fonda


	  	  	  	
 

	
Ph 740-687-1888  Fax 740-681-4083


	  	  	  	  	  
	
336

	  	
First Commonwealth

	
*

	
Logan Valley Mall


	  	  	  	 	
Route 220 and Plank Road @ Goods Lane


	  	  	  	 	
Altoona, PA 16602


	  	  	  	 	
Karen Holencik


	  	  	  	  	
Ph 814-944-4644  Fax 814-946-4723









 


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











  





  











  









Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
337

	
Aero

	
Sovereign Bank

	
*

	  
	  	  	waypoint merged w/ sovereign  	 	  
	  	  	
2/14/2005

	  	  
	  	  	  	 	
1-877-768-1145


	  	  	  	
 

	  
	
338

	
Aero

	


National City Bank



	
*

	
6020 West Jefferson Boulevard


	  	  	 	  	
Fort Wayne, IN 46804


	  	  	  	
 

	
Anita Moreno


	  	  	  	
 

	
Ph 260-434-0652  McBee 260-760-8444


	  	  	  	  	
Fax 219-434-0673


	
339

	  	
Bank of America

	
*

	
1 Main Street


	  	  	
11/9/2005

	 	
Leominster, MA 01453


	  	  	  	 	
Aphrodite


	  	  	  	  	
Ph 978-840-8321  Fax  978-537-2624


	  	  	  	  	  
	
340

	
Aero

	
US Bank

	
*

	
P.O. Box 1800


	  	  	
Dec 05 rolled to TRECS

	 	
Saint Paul, Minnesota 55101-0800


	  	  	
Formerly

	 	
1-800-685-5065


	  	  	
Firstar Bank

	 	  
	  	  	  	  	  
	
341

	
Aero

	
Fifth Third Bank

	
*

	
(Western Michigan)


	  	  	  	  	
1850 East Paris


	  	  	  	 	
Grand Rapids, MI 49546


	  	  	  	 	
231-798-4503 ph


	  	  	  	 	  
	
342

	
Aero

	
Susquehanna

	
*

	
2951 Whiteford Road


	  	  	  	  	
York, PA 17402


	  	  	  	 	
Bank Officer Wendy Tawney


	  	  	  	
 

	
Ph (717) 755-6414


	  	  	  	  	
Fax (717) 757-0097


	  	  	  	  	  
	
343

	  	
Wachovia Bank

	
*

	
828 Main Street


	  	  	  	
 

	
Lynchburg, VA 24504


	  	  	  	  	
Tim Holt


	  	  	
BAI in effect

	  	
Ph 434-522-4430  Fax 434-544-2682


	  	  	
2/1/2005

	  	  
	
344

	
Aero

	
Banknorth Massachusetts

	
*

	
660 Merrill Road


	  	  	  	
 

	
Pittsfield, MA 01201


	  	  	  	 	
Robin Sabato


	  	  	  	
 

	
Ph 413-499-7687


	  	  	  	  	
Fax 413-499-1684


	
345

	
Aero

	
US Bank

	
*

	
72nd & Dodge Office


	  	  	
Dec 05 rolled to TRECS

	  	
222 So. 72nd Street


	  	  	  	 	
Omaha, NE 68114-4668


	  	  	
 

	 	
Troy Arthur


	  	  	  	 	
Ph 402-399-3733


	  	  	  	  	
Fax 402-399-3802


	
346

	
Aero

	
National City Bank

	
*

	
6300 Robinson Centre Drive


	  	  	  	  	
Pittsburgh, PA  15205


	  	  	  	  	
Ph. 412-787-5700


	  	  	  	 	
Fax. 412-787-5252


	  	  	  	 	
Branch Mgr. Janet E. Lipartia


	  	  	  	 	  
	  	  	  	  	  
	
347

	
Aero

	
Wayne Bank

	
*

	
600 Stroud Mall


	  	  	  	 	
Stroudsburg, PA 18360


	  	  	  	 	
Diane Oney


	  	  	  	  	
Ph 570-424-3330


	  	  	  	  	
Fax 570-424-3335









 


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











  





  











  










Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
348

	
Aero

	
Bank of America

	
*

	
Mail Stop: CT EH NB00329


	  	  	  	 	
1201 Boston Post Road


	  	  	  	  	
Milford, CT 06460


	  	  	
11/9/2005

	  	
Terry MacPhail


	  	  	  	  	
Ph 203-882-7050


	  	  	  	  	
Fax 203-882-7121


	
349

	
Aero

	
Sovereign Bank

	
*

	
1665 State Hill Road M3


	  	  	  	 	
Wyomossing, PA 19610


	  	  	  	  	
Attn: Angie Lattanzio


	  	  	  	 	
Ph (610) 320-7543


	  	  	  	
 

	
Fax (610) 375-2244


	  	  	  	  	  
	
350

	
Aero

	
First National Bank

	
*

	
6600 South 27th Str.


	  	  	  	 	
Lincoln, NE 68512


	  	  	  	  	
402-420-8301: FAX-402-420-8339


	  	  	  	 	
Fran Hilger


	  	  	  	
 

	  
	  	  	  	  	  
	
351

	
Aero

	
Citizens Bank

	
*

	
The Plaza at King of Prussia


	  	  	
Effective 8/16/02

	  	
King Prussia, PA 19406


	  	  	  	 	
Attn : Palma Salvucci


	  	  	  	
 

	
Ph ( 610 ) 265-3955


	  	  	  	  	
Fax ( 610 ) 337-5965


	
352

	
Aero

	
Bank of New Hampshire

	
*

	
51 White Mountain Hwy.


	  	  	
Store Closed

	  	
Conway, NH 03818-1576


	  	  	  	  	
Attn: Christine Gillette


	  	  	  	  	
Ph ( 603 ) 447-6333 / (1800) 992-5705


	  	  	  	  	
Fax ( 603) 447-1334


	
353

	
Aero

	
First Midwest Bank, N.A.

	
*

	
320 West Kimberly Road


	  	  	  	
 

	
Davenport, Iowa 52806


	  	  	  	  	
Patricia Duda


	  	  	  	  	
Ph 319-333-4672


	  	  	  	  	
Fax 319-333-4679


	
354

	
Aero

	
Wells fargo Bank

	
*

	
4575 16th Street


	  	  	  	 	
Moline, IL 61265


	  	  	  	 	
Patti Caulkins


	  	  	
merged on 12/8/2007

	
 

	
Ph 309-757-4808  Fax 309-757-4819


	  	  	  	  	  
	
355

	
Aero

	
KeyBank

	
*

	
4565 Eastgate Blvd.


	  	  	  	 	
Cincinnati, OH 45245


	  	  	  	 	
Attn: Raylina Lillich


	  	  	  	 	
Ph ( 513 ) 752-1781


	  	  	  	  	  
	
356

	
Aero

	
BB&T

	
*

	
497 Southpark Circle


	  	  	
as of 10/14/03

	  	
Colonial Heights, VA 23834


	  	  	  	 	
Attn: Susan B.Webb


	  	  	  	 	
Ph ( 804 ) 526-0772


	  	  	  	 	
Fax (804 ) 520-8384


	
357

	
Aero

	
Nextier Bank

	
*

	
196 Clearview Circle


	  	  	  	  	
Butler, PA 16001


	  	  	
bank name changed

	 	
Attn: Beth Swartz


	  	  	
5/15/2006

	
 

	
724-283-5317


	  	  	  	  	
fax no. 724-283-2488


	
358

	
Aero

	
Wells Fargo

	
*

	
6940 O Street


	  	  	
as of 12/08/04

	
 

	
Lincoln, NE  68516


	  	  	  	  	
Ph. 402-434-6141


	  	  	  	
 

	
Fax. 402-434-6151


	  	  	  	
 

	
Branch Mgr. Jon Whitmire


	  	  	  	  	  
	
359

	
Aero

	
Chittenden Bank

	
*

	
150 Bank Street


	  	  	  	  	
Burlington, VT 05402


	  	  	
7/2/2004

	 	Kim Brown
	  	  	  	
 

	Ph 802-652-6109 Fax 802-652-6183
	  	  	  	  	 





 


 


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

 





  





  











  








 


 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
360

	
Aero

	
Citizens Bank

	
*

	
2900 East College Avenue


	  	  	  	 	
State College, PA 16801


	  	  	  	 	
Kathy Kroft


	  	  	 	
 

	
Ph 814-234-6434 Fax 814-231-2547


	  	  	  	  	 
	
361

	
Aero

	
First American Bank

	
*

	
261 South Western Ave


	  	  	  	  	
Carpentersville, IL 60110


	  	  	  	
 

	
Attn: Erin Caudill


	  	  	  	
 

	
Ph (847)551-4416 Ext 103


	  	  	  	 	
Fax (847) 426-1066


	
362

	
Aero

	
Bank of America

	
*

	
601 Donald Lynch Boulevard


	  	  	
11/9/2005

	 	
Marlboro, MA 01752


	  	  	  	  	
Attn: Beverly G. Brown


	  	  	  	  	
Ph (508) 303-0737


	  	  	  	  	
Fax (508) 303-6501


	  	  	  	  	  
	
363

	
Aero

	
Wachovia

	
*

	
3275 Bufford Drive


	  	  	  	 	
Buford, GA. 30519


	  	  	  	  	
Attn: Audrey Thorson


	  	  	  	  	
Ph (770) 831-2968


	  	  	  	  	  
	
364

	
Aero

	
Associated Bank

	
*

	
201B Northwoods Mall


	  	  	  	 	
Peoria, IL 61613


	  	  	  	 	
Attn: Marva Grant


	  	  	  	
 

	
Ph (309) 688-3404


	  	  	  	  	
Fax (309) 688-5088


	
365

	
Aero

	
Key Bank National Association

	
*

	
1920 Tiffin Avenue


	  	  	  	 	
Findlay, OH 45840


	  	  	  	  	
Attn: Dagne M. Lazenby


	  	  	  	 	
Ph (419) 423-3212


	  	  	  	
 

	
Fax (419) 419-3216


	  	  	  	  	  
	
366

	
Aero

	
M & I Bank

	
*

	
500 3rd Street


	  	  	  	 	
Wausau, WI 54402


	  	  	  	 	
Attn: Pat Krohn


	  	  	  	  	
Ph (715)847-4292


	  	  	  	  	
Fax (715) 847-4328


	  	  	  	  	  
	
367

	
Aero

	
Bank One

	
*

	
4512  24th Ave


	  	  	  	  	
Fort Gratiot, MI 48059


	  	  	  	 	
Attn: Sandra Varney


	  	  	  	
 

	
Ph (810) 385-5311 or 1-800-225-5623


	  	  	  	  	
Fax (810) 385-4430


	  	  	  	  	  
	  	  	  	  	  
	
368

	
Aero

	
M & T Trust Company

	
*

	
Susquehanna Valley Mall A-1


	  	  	  	  	
Sellingsgrove, PA 17870


	  	  	  	 	
Attn: Sandy Krehel


	  	  	  	
 

	
Ph (570) 374-8108


	  	  	  	  	
Fax: (570) 374-6232


	
369

	  	
US Bank

	
*

	
300 Prairie Center Drive


	  	  	
Dec 05 rolled to TRECS

	  	
Eden Prairie, MN 55344


	  	  	  	
 

	
Casey Stowman


	  	  	  	
 

	
Ph 952-942-2860  Fax 952-942-2865


	  	  	  	  	  
	
370

	
Aero

	
TT  Bank North

	
*

	
277 Sheep Davis Rd.


	  	  	  	 	
Concord, NH 03301


	  	  	  	 	
Attn: Beth Haggett


	  	  	  	
 

	
Ph (603) 229-5967


	  	  	  	  	
Fax (603) 229-5977









 


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


 











  





  











  









Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
371

	
Aero

	
HSBC

	
*

	
1218 Arsenal Street


	  	  	  	  	
Watertown, NY 13601


	  	  	
9/29/2003

	 	
Margaret Farone


	  	  	  	
 

	
Ph 315-785-3640 Fax 315-785-0871


	  	  	  	  	  
	
372

	
Aero

	
Citizens Bank

	
*

	
Champlain Center


	  	  	  	  	
60 Smithfield Blvd. Suite 50


	  	  	  	 	
Plattsburgh, NY 12901


	  	  	  	 	
Attn: Kristina Melhorn


	  	  	  	  	
Ph (518) 561-8770


	  	  	  	 	
Fax (518) 561-9240


	  	  	  	  	  
	
373

	  	
Fifth Third Bank

	
*

	
7840 Mall Road


	  	  	
12/12/2005

	 	
Florence, KY 41042


	  	  	
rolled to bai reporting

	 	
Nancie Lane


	  	  	  	  	
Ph 859-371-6626  Fax 859-371-8140


	  	  	  	  	  
	
374

	
Aero

	
First National Bank

	
*

	
2406 Grand Avenue


	  	  	  	  	
Ames, IA 50010


	  	  	  	 	
Attn: Kathy Dunham


	  	  	  	 	
Ph #515-232-5569


	  	  	  	 	  
	  	  	  	  	  
	
375

	
Aero

	
Sovereign Bank

	
*

	
2415 Park Avenue


	  	  	  	  	
Easton, PA 18045


	  	  	 	 	
Attn: Paula Karner


	  	  	  	
 

	
Ph (610) 250-5631


	  	  	  	  	
Fax (610) 250-5633


	  	  	  	  	  
	
376

	
Aero W

	
Commerce Bank-WEST

	
*

	
727 Poyntz Avenue


	  	  	  	 	
Manhattan, KS 66502


	  	  	  	 	
Attn: Carrie Struble


	  	  	  	 	
Ph (785) 587-1523


	  	  	  	  	
Fax (785) 587-1586


	  	  	  	  	  
	
377

	
Aero

	
BB&T

	
*

	
Attn: Steven Bartlett


	  	  	  	  	
Ph (502) 810-0400


	  	  	
formerly

	 	
Fax (502) 810-0426


	  	  	
Bank of Loiusville

	 	  
	  	  	  	 	  
	  	  	  	  	  
	
378

	
Aero

	
Chittenden Bank

	
*

	
University Mall


	  	  	  	  	
155 Dorset Street


	  	  	 	 	
South Burlington, VT 05401


	  	  	  	
 

	
Ph 802-658-1444  Fax 802-863-2295


	  	  	  	  	  
	
379

	  	
Bank of America

	
*

	
99 Rockingham Park Blvd.


	  	  	
11/9/2005

	 	
Salem, NH 03079


	  	  	  	  	
Gary Rockwell


	  	  	
kansas

	  	
Ph 603-894-5882  Fax 603-890-4935


	  	  	  	  	  
	
380

	  	
US Bank

	
*

	
P.O. Box 1800


	  	  	
Dec 05 rolled to TRECS

	  	
Saint Paul, Minnesota 55101-0800


	  	  	  	
 

	
1-800-673-3555


	  	  	  	
 

	  
	  	  	  	  	  
	
381

	  	
Ameriserv Financial

	
*

	
500 Galleria Drive Suite 100


	  	  	  	 	
Johnstown, PA 15904


	  	  	  	
 

	
Nanette Richey


	  	  	  	  	
Ph 814-269-3815 Fax 814-266-2037


	  	  	  	  	  







 


 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
382

	  	
Regions Bank

	
*

	
5901 University Drive


	  	  	  	 	
Huntsville, AL 35806


	  	  	  	  	
Beth Carter


	  	  	  	  	
Ph 256-551-7101  Fax 256-551-7107


	  	  	  	  	  
	
383

	  	
TrustCo Bank

	
*

	
93 W. Campbell Road


	  	  	  	 	
Schenectady, NY 12306


	  	  	  	 	
Carol Townsend


	  	  	  	
 

	
Ph 518-377-2393


	  	  	  	  	  
	
384

	  	
US Bank

	
*

	
P.O. Box 1800


	  	  	
Dec 05 rolled to TRECS

	  	
Saint Paul, Minnesota 55101-0800


	  	  	
Formerly

	 	
1-800-673-3555


	  	  	
Firstar Bank

	
 

	  
	  	  	  	  	  
	
385

	  	Union Planters Bank	
*

	
5025 Hinkleville Road


	  	  	

same as Regions Bank

	
 

	
Paducah, KY 42001


	  	  	  	  	
Tammy Brasher


	  	  	  	  	
Ph 270-441-1552  Fax 270-443-2909


	  	  	  	  	  
	
386

	  	
Key Bank

	
*

	
1475 Upper Valley Pike


	  	  	  	 	
Springfield, OH 45504


	  	  	  	 	
Julie Mills


	  	  	  	
 

	
Ph 937-328-3111  Fax 937-328-3103


	  	  	  	  	  
	
387

	  	
BB &T Bank

	
*

	
2082 South Pleasant Valley Road


	  	  	  	 	
Winchester, VA 22601


	  	  	  	  	
Sandy Hill


	  	  	  	  	
Ph 540-723-4725


	  	  	  	  	
apple blossom branch @ mall closed


	
388

	
Aero

	
US Bank

	
*

	
6301 University Avenue


	  	  	
Dec 05 rolled to TRECS

	  	
Cedar Falls, IA 50613


	  	  	  	
 

	
Cindy Rindels


	  	  	  	
 

	
Ph 319-266-9384  Fax 319-277-8723


	  	  	  	  	  
	
389

	  	
First Tennessee Bank

	
*

	
2750 N. Germantown Pkwy


	  	  	  	  	
Memphis, TN 38133


	  	  	  	 	
Joy Panyanouvong


	  	  	  	
 

	
Ph 901-387-3800  Fax 901-387-3817


	  	  	  	  	  
	
390

	  	
Wachovia Bank

	
*

	
408 S. Irby Street


	  	  	  	 	
Florence, SC 29501


	  	  	  	  	
Larry Welch


	  	  	  	  	
Ph 843-664-4093


	  	  	  	  	  
	
391

	  	
PNC Bank

	
*

	
1192 Route 22 East


	  	  	
3/22/2004

	  	
Phillipsburg, NJ 08865


	  	  	  	
 

	
Kimberly Roth


	  	  	  	
 

	
Ph 908-859-9509  Fax 908-213-0921


	  	  	  	  	  
	
392

	  	
Wells Fargo Bank

	
*

	
432 South Gammon Road


	  	  	  	  	
Madison, WI 53719


	  	  	  	 	
Kevin J. Huff


	  	  	  	
 

	
Ph 608-827-2853  Fax 608-833-6803


	  	  	  	  	  
	
393

	  	
Wells Fargo Bank

	
*

	
1700 Dr. ML King Jr. Drive


	  	  	  	  	
Racine, WI 53404


	  	  	  	 	
Karen Wilson


	  	  	  	
 

	
Ph 262-631-1389  Fax  262-637-0823


	  	  	  	  	  
	
394

	  	
Fifth Third Bank

	
*

	
9690 Colerain Avenue


	  	  	
12/12/05  rolled to bai reporting

	 	
Cincinnati, OH 45251


	  	  	  	
 

	
Doug Greulich


	
 

	
 

	
Ph 513-923-4790 Fax 513-245-1038


	  	  	  	  	  







 



 


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




 





  





  











  








 


 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
395

	
Aero E

	
Commerce Bank-EAST

	
*

	
765 Route 18


	  	  	  	 	
East Brunswick, NJ 08816


	  	  	 	
 

	
Erika Shanoff


	  	  	  	
 

	
Ph 732-698-1184  Fax 732-698-1420


	  	  	  	  	  
	
396

	  	
Huntington National Bank

	
*

	
3931 Morse Crossing


	  	  	  	  	
Columbus, OH 43219


	  	  	  	 	
Jonathan Mollory


	  	  	  	
 

	
Ph 614-480-0100  Fax 614-331-5506


	  	  	  	 	  
	
397

	  	
Chase

	
*

	
895 Hebron Road


	  	  	  	  	
Heath, OH 43056


	  	  	
formerly

	 	
Michael Schenk


	  	  	
Bank One

	
 

	
Ph 740-522-3121


	  	  	  	  	  
	
398

	  	
Bank of America

	
*

	
141 South Rock Road


	  	  	  	 	
Wichita, KS 67207


	  	  	  	  	
Vickie Haskell


	  	  	  	  	
Ph 316-261-2309  Fax 316-683-2276


	  	  	  	  	  
	
399

	  	
Bank of America

	
*

	
2733 Midwestern Parkway


	  	  	
11/9/2005

	 	
Wichita Falls, TX 76308


	  	  	  	  	
Michael Hull


	  	  	  	  	
Ph 940-696-7720  800-432-1000 Fax 940-696-7752


	  	  	  	  	  
	
440

	
Aero

	
Hills Bank & Trust

	
*

	
1009 2nd Street


	  	  	  	
 

	
Coralville, IA 52241


	  	  	
10/23/2003

	 	
Stacia Jelmeland


	  	  	  	 	
Ph 319-351-8000  Fax 319-351-2529


	  	  	  	  	  
	
441

	
Aero

	
Athens First Bank & Trust Company

	
*

	
4000 Atlanta Hwy


	  	  	  	 	
Athens, GA 30622


	  	  	
12/10/2006

	  	
Eric Quillian


	  	  	  	 	
706-357-7122


	  	  	  	
 

	
706-357-7123 fax


	
442

	  	
Chase Bank

	
*

	
3250 Rebecca Lane


	  	  	  	  	
Abilene, TX 79606


	  	  	  	 	
Josephine Leal


	  	  	  	
 

	
Ph 915-674-3900  Fax 915-698-9266


	  	  	  	  	  
	
443

	  	
UMB Bank

	
*

	
20652 West 151st Street


	  	  	  	  	
Olathe, KS 66061


	  	  	  	 	
Linda Sutherland


	  	  	  	
 

	
Ph 913-780-1119  Fax 913-780-1331


	  	  	  	 	  
	
444

	  	
BancorpSouth

	
*

	
5111 Rogers Avenue, #16


	  	  	  	 	
Fort Smith, AR 72903


	  	  	  	  	
Sue Crowly


	  	  	  	 	
Ph 479-484-4450  Fax 501-452-2009


	  	  	  	
 

	  
	
445

	  	
Vanguard Bank

	
*

	
23 S. John Sims Parkway


	  	  	  	 	
Valparaiso, FL 32580


	  	  	 	 	
Olivia Armstrong


	  	  	  	
 

	
Ph 850-729-5500


	  	  	  	  	 
	
446

	  	
Comerica Bank

	
*

	
1620 W. Michigan Avenue


	  	  	
12/12/05 rolled to bai reporting

	 	
Jackson, MI 49202


	  	  	  	 	
Diane Toland


	  	  	  	
 

	
Ph 517-788-5144  Fax  517-788-5363


	  	  	  	 	  





 


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


 





  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
447

	  	
Fifth Third Bank

	
*

	
2501 Coolridge Road


	  	  	12/12/05 rolled to bai reporting  	  	
East Lansing, MI 48823


	  	  	 	 	
Kathleen Burchill


	  	  	  	 	
Ph 517-351-0709 Fax 517-351-3917


	  	  	  	
 

	 
	
448

	
Aero

	
UMB Bank

	
*

	
2079 Penn Square


	  	  	  	  	
Oklahoma City, OK 73118


	  	  	  	 	
Hayley Land


	  	  	  	
 

	
Ph 405-239-5924


	  	  	  	 	  
	
449

	  	
First American Bank

	
*

	
3205 Mall Loop Drive


	  	  	  	  	
Joliet, IL 60431


	  	  	  	 	
Kari Fitzmaurice


	  	  	  	
 

	
Ph 815-439-4901 x 103  Fax 815-439-4910


	  	  	  	 	  
	
450

	  	
US Bank

	
*

	
200 33rd Avenue North


	  	  	Dec 05 rolled to TRECS  	
 

	
St. Cloud, MN 56303


	  	  	 	 	
Jane Van Heel


	  	  	  	
 

	
Ph 320-203-6461 Fax 320-203-6475


	  	  	  	  	 
	
451

	  	
Regions Bank

	
*

	
601 East Main Street


	  	  	  	
 

	
Carbondale, IL 62901


	  	  	  	  	
Paula Buristsch


	  	  	  	 	
Ph  618-529-2700


	  	  	  	
 

	  
	
452

	
Aero W

	
Bank of America

	
*

	
100 Ellinwood Way, Suite 250


	  	  	
11/9/05

	 	
Pleasant Hill, CA 94523


	  	  	  	  	
Jade Jones


	  	  	  	  	
1-800-678-1433


	  	  	  	  	  
	
453

	  	
Bank of America

	
*

	
291 Barnstable Road


	  	  	
9-Nov

	 	
Hyannis, MA 02601


	  	  	  	  	
Kissi Johnson-Brown


	  	  	  	  	
Ph  508-790-8124  Fax  508-790-8125


	  	  	  	  	  
	
454

	  	
Huntington Bank

	
*

	
3160 S. Airport Road West


	  	  	  	  	
Traverse City, MI 49684


	  	  	  	
 

	
Carol Jenkins


	  	  	  	
 

	
Ph 231-922.5760  Fax 231-922-5774


	  	  	  	 	
banking center 231-922-5607


	
455

	  	
Webster Bank

	
*

	
50 Freshwater Blvd.


	  	  	  	 	
Enfield, CT 06082


	  	  	  	 	
Alex Martin


	  	  	  	
 

	
Ph 860-253-6122  Fax 860-253-6151


	  	  	  	 	
1-800-325-2424


	
456

	  	
Bank of America

	
*

	  
	  	  	  	  	
863-816-1610


	  	  	
Kansas

	  	
888-287-4637


	  	  	  	  	  
	  	  	  	  	  
	
457

	  	
Huntington Bank

	
*

	
3573 Maple Avenue


	  	  	  	  	
Zanesville, OH 43701


	  	  	  	 	
Tina Dingey


	  	  	  	
 

	
Ph 740-455-7059  Fax 740-455-5707


	  	  	  	 	
800-480-2001


	
458

	  	


National City Bank



	
*

	
12353 James Street


	  	  	  	  	
Holland, MI 49424


	  	  	 	 	
Mary Lou Callan


	  	  	  	
 

	
Ph  616-394-7086  Fax  616-394-4788


	  	  	  	  	
Branch # 616-394-9800


	
459

	  	
Citizens Union Bank

	
*

	
1704 N. Dixie Hwy


	  	  	  	 	
Elizabethtown, KY 42701


	  	  	  	  	
Heidi Meredith


	  	  	  	  	
Ph 270-763-8168  Fax  270-763-8170


	  	  	  	  	  







 


 


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


 











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
460

	  	
Bank Mutual

	
*

	
2111 Holiday Drive


	  	  	
3/15/2007

	  	
Janesville, WI 53545


	  	  	  	 	
Russann Mcmanus


	  	  	  	
 

	
608-756-2336 ph


	  	  	  	  	
608-756-0204 fax


	
461

	  	
US Bank

	
*

	
3060 William Street


	  	  	
Dec 05 rolled to TRECS

	  	
Cape Girardeau, MO 63703


	  	  	  	 	
Carol Schmidt


	  	  	  	
 

	
Ph #573-986-5000


	  	  	  	  	
1-800-872-2657


	
462

	  	
PNC Bank

	
*

	
Route 6 Scranton Carbondale Highway


	  	  	  	  	
Scranton, PA 18508


	  	  	  	 	
Carol Milani


	  	  	  	
 

	
Ph 570-961-7298 Fax 570-961-6402


	  	  	  	  	  
	
463

	  	
Fall River Five Bank

	
*

	
Routh 118 Swansea Mall Drive


	  	  	  	  	
Swansea, MA 02777


	  	  	  	 	
Janice Martin


	  	  	  	
 

	
Ph 508-679-8551 Fax 508-677-3388


	  	  	  	  	 
	
464

	  	
Chemical Bank

	
*

	
3533 E. Wilder Road


	  	  	  	  	
Bay City, Michigan 48706


	  	  	  	 	
Barbara Benford


	  	  	  	
 

	
Ph 989-894-9898  Fax 989-894-9895


	  	  	  	 	  
	
465

	  	
Comerica Bank

	
*

	
5510 W. Saginaw


	  	  	
12/12/05 rolled to bai reporting

	 	
Lansing, MI 48917


	  	  	  	 	
Jennifer Sherwood


	  	  	  	
 

	
Ph 517-886-0226


	  	  	  	 	  
	
466

	  	
Southern Michigan Bank & Trust

	
*

	
5350 E. Beckley Road


	  	  	  	 	
Battle Creek, MI 49015


	  	  	  	
 

	
Jean-Marie Warren


	  	  	  	  	
Ph 517-279-5500


	  	  	  	  	  
	
467

	  	
AMSouth Bank

	
*

	
128 North 2nd Street


	  	  	  	 	
Clarksville, TN 37040


	  	  	  	 	
Lisa Crabtree


	  	  	 	
 

	
Ph 931-553-5201 Ph 931-5201


	  	  	  	  	  
	
468

	  	
Banknorth

	
*

	
1800 Boston Road


	  	  	  	 	
Springfield, MA 01129


	  	  	  	  	
Diane Ryan


	  	  	  	 	
Ph 413-748-8525  Fax 413-543-0714


	  	  	  	
 

	  
	
469

	  	
US Bank

	
*

	
105 North Rangeline Road


	  	  	
Dec 05 rolled to TRECS

	  	
Joplin, MO 64801


	  	  	  	 	
Chrys Wehmeyer


	  	  	  	
 

	
Ph 417-623-5677  Fax 417-623-5961


	  	  	  	  	  
	
470

	  	
First Tennessee Bank

	
*

	
12 Nortgate Park


	  	  	  	  	
Chattanooga,TN 37415


	  	  	  	 	
Mona Lamb


	  	  	  	
 

	
Ph 423-870-3160  Fax 423-870-3166


	  	  	  	  	
423-757-4720 order deposit slips


	
471

	  	
Frost National Bank

	
*

	
4200 South Hulen


	  	  	  	  	
Forth Worth, TX 76109


	  	  	  	 	
Karen 


	  	  	  	
 

	
Ph


	  	  	  	 	 







 


 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
472

	  	
Frost National Bank

	
*

	
6115 Camp Bowie Blvd.


	  	  	  	  	
Forth Worth, TX 77062


	  	  	  	 	
Michala Freeman


	  	  	  	  	
Ph 817-420-5025  Fax 817-420-5277


	  	  	  	  	
ph 817-420-5195 Vallery


	
473

	  	
Bank of America

	
*

	
39 Main Street


	  	  	
11/9/2005

	
 

	
Watertown, MA 02472


	  	  	  	  	
Shamci Ghaffari


	  	  	  	  	
Ph 617-972-1606  Fax 617-923-4623


	  	  	  	  	  
	
474

	  	
Associated Bank

	
*

	
206 South Broadway


	  	  	  	
 

	
Rochester, MN 55904


	  	  	  	
 

	
Brenda Schuler, Bernie LeCrone (Contact)


	  	  	  	
 

	
Ph 507-285-2626


	  	  	  	  	  
	
475

	
Aero

	
Bank of America

	
*

	
301 N. Main Street


	  	  	  	 	
Anderson, SC 29621


	  	  	
open in Kansas

	  	
Diane Smith


	  	  	  	  	
Ph 864-231-5843


	  	  	  	  	
Clark American deposit slips 800-234-6147


	
476

	  	
Bank of America

	
*

	
1400 Hancock Street


	  	  	
11/9/2005

	 	
Quincy, MA 02169


	  	  	  	  	
Kathy Egan-Casy


	  	  	  	  	
Ph 617-434-7731


	  	  	  	  	  
	
477

	  	
Bank of America

	
*

	  
	  	  	  	 	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
478

	  	
ColeTaylor Bank

	
*

	
One Yorktown Center


	  	  	  	 	
Lomboard, IL 60148


	  	  	  	 	
Barbara Kopp


	  	  	  	
 

	
Ph 630-932-3101      Fax 630-629-8338


	  	  	  	 	  
	
479

	
Aero

	
Chase

	
*

	
1100 Pecanland Road


	  	  	  	  	
Monroe, LA 71203


	  	  	
formerly

	 	
Patsy Schmittzehe


	  	  	
Bank One

	
 

	
Ph 318-345-7710


	  	  	  	  	  
	
480

	  	
Union Federal Bank

	
*

	
4000 Pendleton Way


	  	  	
Stored closed

	 	
Indianapolis, IN 46226


	  	  	  	  	
John Wichman


	  	  	  	  	
Ph 317-822-1339 800-284-8585


	  	  	  	  	  
	
481

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	  	 	
Wichita, KS 67202


	  	  	
kansas

	  	
Melissa Wolverton


	  	  	  	  	
888-852-5000


	  	  	  	  	
800-234-6147 Business Solutions


	
482

	  	
Wachovia

	
*

	
207 Neshaminy Mall


	  	  	  	 	
Bensalem, PA 19020


	  	  	  	  	
Joseph Knight


	  	  	  	  	
Ph 215-396-4405  Fax 215-355-0547


	  	  	  	  	  
	
483

	  	
Wachovia

	
*

	
4560 Capital Blvd.


	  	  	  	 	
Raleigh, NC 27604


	  	  	  	  	
Melanie


	  	  	  	  	
919-571-3889


	  	  	  	  	  







 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
484

	  	
Wachovia

	
*

	
6301 W. New Berry Road


	  	  	  	 	
Gainsville, FL 32605


	  	  	  	  	
Ph 352-335-3480  Fax 352-335-3484


	  	  	  	  	  
	  	  	
Legacy Bank of Texas

	
*

	
5000 Legacy Drive, Suite 120


	
485

	  	  	  	
Plano, TX 75024


	  	  	  	 	
Elisa Arellano


	  	  	  	 	
Ph 972-461-7009  Fax 972-461-7020


	  	  	  	 	  
	  	  	  	  	  
	
486

	
Aero

	
First American Bank

	
*

	
2085 East University Drive


	  	  	  	  	
Auburn, AL 36830


	  	  	 	 	
Lee Oliver


	  	  	  	
 

	
Ph 334-826-1150 Fax 334-826-2064


	  	  	  	  	  
	
487

	  	
Wachovia

	
*

	
9420 Pineville Matthews Road


	  	  	  	 	
Pineville, NC 28134


	  	  	  	  	
Keith Johnson


	  	  	  	  	
Ph 704-373-6325  Fax 704-383-5952


	  	  	  	  	  
	
488

	  	
Comerica Bank

	
*

	
4200 S. Cooper Street


	  	  	
12/12/05 rolled to bai reporting

	 	
Arlington, TX 76015


	  	  	  	 	
Karen


	  	  	  	 	
Ph 817-276-7200  Fax 817-276-7236


	  	  	  	 	  
	
489

	  	
US Bank

	
*

	
5000 Frederica Street


	  	  	
Dec 05 rolled to TRECS

	  	
Owensboro, KY 42301


	  	  	  	
 

	
Scott Tucker


	  	  	  	
 

	
Ph 270-926-5270  Fax 270-926-5272


	  	  	  	  	  
	
490

	  	
National City Bank

	
*

	
201 South Broad Street


	  	  	  	 	
Grove City, PA 16127


	  	  	  	  	
Karen


	  	  	  	  	
Ph 724-458-9250  Fax 724-458-0567


	  	  	  	  	  
	
491

	  	
PNC Bank

	
*

	
1449 S. Potomac Street


	  	  	  	  	
Hagerstown, MD 21740


	  	  	  	 	
Shannon Eikelberger


	  	  	
merged with Fidelity Bank on 09/12/07

	
 

	
Ph 301-745-6310  Fax 301-745-4952


	  	  	  	  	  
	
492

	  	
Frost Bank

	
*

	
221 Wonder World Drive


	  	  	  	  	
San Marcos, TX 78667


	  	  	  	 	
Barbara Castleberry


	  	  	  	
 

	
Ph 512-393-5647 800-562-6732  Fax 512-393-5721


	  	  	  	 	  
	
493

	  	
The Bank of Delmarva

	
*

	
4575 Highway 1, Suite 80


	  	  	  	  	
Rehoboth Beach, DE 19971


	  	  	  	 	
Dorene Walton


	  	  	  	
 

	
Ph  302-226-8900  Fax 302-226-8558


	  	  	  	 	  
	
494

	  	
Suntrust Bank

	
*

	
180 East Market Street


	  	  	  	 	
Harrisonburg, VA 22801


	  	  	  	 	
Yvonne Smith


	  	  	  	
 

	
Ph 540-568-1015  Fax 540-568-1099


	
505

	
Aero

	
Citizens National Bank

	
*

	
200 Fork at the River Pkwy


	  	  	
11/4/2005

	 	
Seviereville, TN  37862


	  	  	  	  	
Robin Young


	  	  	  	  	
Ph.  865-429-7560 or 453-9031 Main


	  	  	  	  	
Fax 865-429-7906


	
506

	  	
Citizen's Bank

	
*

	
3390 East State Str


	  	  	  	  	
Hermitage, PA 16148


	  	  	
8/19/2006

	 	
Jennifer Cochina


	  	  	  	 	
ph 724-983-0500


	  	  	  	  	
fax 724-983-1447









 


 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
507

	  	


National City Bank



	
*

	
2629 Scotttsville Road


	  	  	  	
 

	
Bowling Green, Ky 42102


	  	  	 	
 

	
Faye Griffith , Kay Madison


	  	  	  	  	
Ph 270-745-9302   Fax 270-745-9310


	
508

	  	
Wachovia

	
*

	
Caroline Forrest Financial Center


	  	  	
10/19/2005

	 	
3766 Renee Drive


	  	  	  	  	
Myrtle Beach, SC  29579


	  	  	  	
 

	
Jean Martin


	  	  	  	  	
Ph.  843-903-5359


	
509

	  	
Johnson Bank

	
*

	
7500 Green Bay Road


	  	  	  	  	
Kenosha, WI 53142


	  	  	  	 	
Pauline Holtz-McGaughy


	  	  	  	 	
Ph 262-697-7500  Fax 262-697-7520


	  	  	  	  	  
	
510

	  	
Fifth Third Bank

	
*

	
1 Fayette Center


	  	  	
12/12/05 rolled to bai reporting

	  	
Washington Court House, OH 43160


	  	  	  	 	
Jesse Jamison


	  	  	  	 	
Ph 740-948-9488  Fax 740-948-9484


	  	  	  	  	  
	
511

	  	


National City Bank



	
*

	
12010 Church Street


	  	  	 	  	
Birch Run, MI 48415


	  	  	  	
 

	
Connie Tackebury


	  	  	  	
 

	
Ph 989-797-9277  Fax 989-797-9282


	  	  	  	  	  
	
512

	  	
M & T Bank

	
*

	
2443 Military Road


	  	  	  	 	
Niagara Falls, NY 14304


	  	  	  	 	
Kerry White


	  	  	  	
 

	
Ph 716-297-1880  Fax 716-290-1218


	  	  	  	  	
1-800-724-2440


	
513

	  	
Queenstown Bank of MD

	
*

	
223 Chesapeake Village Road


	  	  	  	
 

	
Queenstown, MD 21658


	  	  	  	  	
Janet Such


	  	  	  	  	
Ph 410-827-5101 Fax 410-827-3370


	  	  	  	  	  
	
514

	
Aero

	
Sun Trust Bank

	
*

	
7677 Dr. Phillips Blvd


	  	  	
as of 12/08/04

	
 

	
Orlando, FL  32819


	  	  	  	
 

	
Ph.  407-354-1398 *4


	  	  	  	  	
Branch Mgr. Kim Mendel


	
515

	  	
Five Star

	
*

	  
	  	  	  	
 

	
1940 Route 5 & 20


	  	  	  	  	
Waterloo, NY 13165


	  	  	
formerly

	 	
Michelle


	  	  	
National Bank of Geneva

	
 

	
Ph 315-539-1000  Fax 315-539-1071


	  	  	  	 	  
	
516

	  	
Harris Bank Huntley

	
*

	
10604 Route 47


	  	  	  	 	
Huntley, IL 60142


	  	  	  	 	
Anne Grasser


	  	  	  	
 

	
Ph 847-669-5151  Fax 847-669-5191


	  	  	  	  	  
	
517

	
Aero

	
BB&T

	
*

	
1201 Norwood Street


	  	  	
as of 10/14/03

	 	
Christiansburg, VA 24073


	  	  	  	  	
Rachel Lee


	  	  	  	  	
Ph 540-633-5404 Fax 540-633-5414


	  	  	  	  	  
	
518

	
Aero

	
Fifth Third Bank

	
*

	
6488 South Westnedge Avenue


	  	  	
12/12/05 rolled to bai reporting

	  	
Portage, MI 49002


	  	  	  	
 

	
Linda Fricke


	  	  	  	 	
Ph 269-329-5815 Fax 269-329-6002


	  	  	  	
 

	  







 


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











  





  











  









Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
519

	
Aero

	
M & T Bank

	
*

	  
	  	  	  	 	  
	  	  	
10/19/2007

	
 

	  
	  	  	  	
 

	  
	  	  	  	  	  
	
520

	
Aero

	
Suntrust Bank

	
*

	
10170 Brook Road


	  	  	  	 	
Glen Allen, VA 23059


	  	  	
4/4/2003

	 	
Kathy Bronson


	  	  	  	
 

	
Ph 804-264-4199  Fax 804-819-6035


	  	  	  	  	  
	
521

	
Aero

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
5/14/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433


	
522

	
Aero

	
M & I Bank

	
*

	
5454 South 76th Street


	  	  	  	 	
Greendale, WI 53129


	  	  	
4/11/2003

	 	
Barbara Manthey


	  	  	  	 	
Ph 414-423-2380  Fax 414-423-2387


	  	  	  	  	  
	
523

	
Aero

	
Chase

	
*

	
5307 E. 41st Street


	  	  	  	  	
Tulsa, OK 74135


	  	  	  	 	
Celine Rodriquez


	  	  	  	 	
Ph 918-280-7961


	  	  	  	
 

	
custoner svc 918-280-7950


	
524

	
Aero

	
Capital One

	
*

	
313 Carondelet Street


	  	  	  	 	
New Orleans, LA 70403


	  	  	
name of the Bank was changed

	 	
Tammy Prats


	  	  	
5/13/2006

	
 

	
Ph 504-533-2905  Fax 504-533-5344


	  	  	  	  	  
	
525

	
Aero

	
Kirkwood Bank & Trust

	
*

	
7th & Arbor Avenue


	  	  	  	  	
Bismarck, ND 58506


	  	  	
4/11/2003

	 	
Dan Stegmiller,


	  	  	  	 	
Ph 701-355-5375 Fax 701-258-7436


	  	  	  	 	  
	
526

	
Aero

	
Frost Bank

	
*

	
975 William D. Tate


	  	  	  	 	
Grapevine, TX 76051


	  	  	
4/18/2003

	 	
Cathy West


	  	  	  	 	
Ph 817-420-5251  Fax 817-420-5820


	  	  	  	  	  
	
527

	
Aero

	
Wachovia

	
*

	
1400 Benvenue Road


	  	  	  	 	
Rocky Mount, NC 27804


	  	  	
6/27/2003

	  	
Kim Sutton


	  	  	  	  	
PH 252-972-4238


	  	  	  	  	  
	
528

	
Aero

	
Suntrust Bank

	
*

	
8055 S. Beneva Road


	  	  	  	 	
Sarasota, FL 34238


	  	  	
7/18/2003

	 	
Frank Zeckel


	  	  	  	 	
Ph 941-925-9700 Fax 941-922-5618


	  	  	  	  	  
	
529

	
Aero

	
Bank One

	
*

	
821 E. Highway 131


	  	  	  	 	
Clarksville, IN 47129


	  	  	10/3/2003  	 	
Sherri Coleman


	  	  	  	
 

	
Ph 812-284-7550 Fax 812-284-7553


	  	  	  	  	  
	
530

	
Aero

	
Boone County National

	
*

	
720 East Broadway P o Box 678( Mall Facility)


	  	  	  	 	
Columbia, MO 65205


	  	  	
2/6/2004

	
 

	
Meredith Imler


	  	  	  	  	
Ph 573-817-8964


	  	  	  	  	  
	
531

	
Aero

	
Regions Bank

	
*

	
825 Quintard Drive


	  	  	  	 	
Oxford, AL 36203


	  	  	
4/25/2003

	  	
Sandy Turner


	  	  	  	  	
Ph 256-835-6075  Fax 256-831-1093


	  	  	  	  	  







 



 


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




 





  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
532

	
Aero

	
Huntington Federal

	
*

	
380 Huntington Mall


	  	  	  	  	
Barboursville, WV 25504


	  	  	
5/2/2003

	 	
Kelli Clark


	  	  	  	
 

	
Ph 304-733-0150 Fax 304-733-3776


	  	  	  	  	 
	
533

	
Aero W

	
Bank of America

	
*

	
30 E. Wellesley Avenue


	  	  	  	
 

	
Spokane, WA 99207


	  	  	
5/2/2003

	  	
Janice Stratton


	  	  	  	  	
Ph 509-353-6062


	  	  	  	  	
1-800-234-6147


	
534

	
Aero W

	
US Bank

	
*

	
8441 West Bowles Avenue


	  	  	
Dec 05 rolled to TRECS

	  	
Littleton, CO 80123


	  	  	  	 	
Brett Mauzy


	  	  	  	 	
Ph 303-904-9234  Fax 303-973-3424


	  	  	  	  	  
	
535

	
AeroW

	
Key Bank

	
*

	
180 Telegraph Road


	  	  	  	 	
Bellingham, WA 98226


	  	  	
9/5/2003

	  	
Amber Pen


	  	  	  	 	
360-676-6116  Fax 360-6142


	  	  	  	
 

	  
	
536

	
Aero

	
Towne Bank

	
*

	
1 Old Oyster Point Road Suite 110


	  	  	  	 	
Newport News, VA 23602


	  	  	
3/15/2004

	 	
Toni Marshall


	  	  	  	
 

	
Ph 757-249-7800  Fax 757-249-0840


	  	  	  	  	  
	
537

	
Aero W

	
Citadel Bank

	
*

	
730 Citadel Drive East


	  	  	  	 	
Colorado Springs, CO 80909


	  	  	
7/18/2003

	
 

	
Cheryl Murphy


	  	  	  	 	
Ph 719-597-0170 Fax 719-597-0178


	  	  	  	  	  
	
538

	
Aero

	
Bank of America

	
*

	
8625 Bedford-Euless Road


	  	  	  	 	
Hurst, TX 76053


	  	  	
5/16/2003

	  	
Scot Cowdrey


	  	  	  	 	
Ph 817-284-5546


	  	  	  	  	  
	
539

	
Aero W

	
US Bank

	
*

	
4411 196th Street


	  	  	
Dec 05 rolled to TRECS

	 	
Lynwood, WA 98036


	  	  	  	
 

	
Gary Duffina


	  	  	  	  	
Ph 425-775-5466  Fax 425-776-7393


	  	  	  	  	  
	
540

	
Aero W

	
Bank of America

	
*

	
9981 Silverdale Way NW


	  	  	  	 	
Silverdale, WA 98383


	  	  	
5/23/2003

	  	
Kathy Denton


	  	  	  	  	
Ph 360-692-5501


	  	  	  	  	  
	
541

	
Aero W

	
Columbia Bank

	
*

	
3500 S. Meridian Suite 503


	  	  	  	  	
Puyallup. WA 98373


	  	  	
5/30/2003

	 	
Patti Cope


	  	  	  	
 

	
Ph 253-770-8161 Fax 253-770-6321


	  	  	  	 	 
	
542

	
Aero

	
Wells Fargo Bank

	
*

	
7767 Elm Creek Blvd. N #100


	  	  	  	
 

	
Maple Grove, MN 55369


	  	  	
9/12/2003

	  	
Barbara Hall (#564 contact)


	  	  	  	 	
Ph 612-316-4642  Fax 612-316-4575


	  	  	  	 	  
	
543

	
Aero W

	
Bank of America

	
*

	
3308 N E Auto Mall Drive


	  	  	  	  	
Vancouver, WA 98662


	  	  	
7/18/2003

	  	
Rita Paulson


	  	  	  	  	
Ph360-696-5511


	  	  	  	  	
Marsha, 888-852-5000 ext 4600









 



 


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




 





  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
544

	
Aero

	
Associated Bank

	
*

	
2403 South Oneida Street


	  	  	  	 	
Green Bay, WI 54304


	  	  	
8/1/2003

	  	
Micah Marshall


	  	  	  	 	
Ph 920-433-3218 Fax 920-499-2690


	  	  	  	
 

	  
	
545

	
Aero

	
Suntrust Bank

	
*

	
26627 US Hwy 19 N


	  	  	  	 	
Clearwater, FL 33761


	  	  	
10/31/2003

	 	
Denise Mason


	  	  	  	
 

	
Ph 727-791-0224  Fax 727-797-7557


	  	  	  	  	  
	
546

	
Aero

	
Chase

	
*

	
4401 W. Wisconsin Avenue


	  	  	  	  	
Appleton, WI 54913


	  	  	  	
 

	
Mary Learman


	  	  	  	
 

	
Ph 920-738-9000 Fax 920-738-9988


	  	  	  	  	  
	
547

	
Aero

	
Community National Bank

	
*

	
1616 South Washington Street


	  	  	  	  	
Grand Forks, ND 58201


	  	  	
4/18/2003

	 	
Stacey Thorvilson


	  	  	  	 	
Ph 701-780-7727  Fax 701-780-7710


	  	  	  	 	 
	
548

	
Aero

	
Sky Bank

	
*

	
2025 N. Cable Road


	  	  	  	  	
Lima, OH 45805


	  	  	

4/18/2003

	 	
Ginger Gesler


	  	  	  	 	
Ph 419-227-6504  Fax 419-229-4574


	  	  	  	 	  
	
549

	
Aero

	
M & I Bank

	
*

	
3500 State Road 16


	  	  	  	 	
La Crosse, WI 54601


	  	  	
5/23/2003

	  	
Lori Raabe


	  	  	  	  	
Ph 608-781-8834 Fax 608-781-1511


	  	  	  	  	  
	
550

	
Aero

	
First National Bank of Bryan

	
*

	
1500 Harvey Road, Suite 9022


	  	  	  	 	
College Station, TX 77840


	  	  	
4/25/2003

	
 

	
Randy Ripple


	  	  	  	 	
Ph 979-821-1190 Fax 979-693-6443


	  	  	  	  	  
	
551

	
Aero

	
Chemical Bank

	
*

	
6615 Eastman Avenue


	  	  	  	 	
Midland, MI 48642


	  	  	
6/6/2003

	 	
Christine Brown


	  	  	  	 	
Ph 989-839-5317-18   Fax 989-835-7194


	  	  	  	  	  
	
552

	
Aero

	
Wachovia

	
*

	
1301 Nixon Drive


	  	  	  	
 

	
Morrestown, NJ 08057


	  	
 

	
5/30/2003

	
 

	
Sean Lore


	  	  	  	  	
Ph 856-787-2165  Fax 856-273-4903


	  	  	  	  	  
	
553

	
Aero

	
Wachovia

	
*

	
886 Church Street North


	  	  	  	 	
Concord, NC 28025


	  	  	
6/6/2003

	  	
Kim Overcash


	  	  	  	  	
Ph 704-793-4830 Fax 704-785-2059


	  	  	  	  	  
	
554

	
Aero

	
Wells Fargo Bank

	
*

	
9801 University


	  	  	  	
 

	
Clive, IA 50265


	  	  	
6/13/2003

	 	
Rose Hullett


	  	  	  	
 

	
Ph 515-237-5809 Fax 515-237-5855


	  	  	  	  	  
	
555

	
Aero

	
Bank of America

	
*

	
5041 Bayou Blvd.


	  	  	  	
 

	
Pensacola, FL 32504


	  	  	
5/16/2003

	  	
Susie Gonzales


	  	  	  	  	
Ph 850-444-0551


	  	  	  	  	  







 



 


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




 





  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
556

	
 Aero

	
US Bank

	
*

	
1751 Madison Ave


	  	  	
Dec 05 rolled to  TRECS

	  	
Council Bluffs, IA 51503


	  	  	  	
 

	
Karrie Falconer


	  	  	  	
 

	
Ph 712-325-4740  Fax 712-325-4352


	  	  	  	  	  
	
557

	
Aero

	
IBC Bank

	
*

	
2501 W Memorial


	  	  	  	 	
Oklahoma City, OK 73134


	  	  	
4/11/2006

	
 

	
Loretta Sapp


	  	  	  	 	
405 775-1730 ph


	  	  	  	  	
405 775-1731 fax


	
558

	
Aero

	
Bank of America

	
*

	
500 South West Street


	  	  	  	
 

	
Wichita, KS 67209


	  	  	
6/20/2003

	  	
Brenda Dosda


	  	  	  	  	
Ph 316-261-4242


	  	  	  	  	  
	
559

	
Aero

	
Regions Bank

	
*

	
320 Eastdale Circle


	  	  	  	
 

	
Montgomery, AL 36117


	  	  	
6/27/2003

	  	
Shannon Cannon


	  	  	  	  	
Ph 334-832-8831 Fax 334-832-8402


	  	  	  	  	  
	
560

	
Aero

	
Bank of America

	
*

	
6304 North Point Parkway


	  	  	  	
 

	
Alpharetta, GA 30022


	  	  	
7/4/2003

	  	
Ann Hollar


	  	  	  	  	
Ph 770-442-2466


	  	  	  	  	  
	
561

	
Aero

	
SunTrust  Bank

	
*

	
498 Palm Springs Drive


	  	  	  	 	
Altamonte, FL 32701


	  	  	
7/25/2003

	
 

	
Dee Simpson


	  	  	  	
 

	
407-834-6869  Fax 407-830-7513


	  	  	  	  	  
	
562

	
Aero W

	
Wells Fargo Bank

	
*

	
3600 S. College Avenue


	  	  	  	
 

	
Fort Collins, CO 80525


	  	  	
6/27/2003

	  	
Anita Nemitz


	  	  	  	
 

	
Ph 970-266-7777 Fax 970-266-7800


	  	  	  	
 

	  
	
563

	
Aero

	
Chase Bank

	
*

	
1201 West Main Street


	  	  	  	 	
Lewisville, TX 75067


	  	  	  	
 

	
Anna Dietert


	  	  	  	  	
Ph 972-221-5017


	  	  	  	  	  
	
564

	
Aero

	
Wells Fargo Bank

	
*

	
1809 Plymouth Road South


	  	  	  	
 

	
Minnetonka, MN 55305


	  	  	
4/4/2003

	
 

	
Barbara Hall


	  	  	  	  	
Ph 612-316-4642  Fax 612-316-4575


	  	  	  	  	  
	
565

	
Aero

	
I B C Bank

	
*

	
7400 San Pedro, Suite 608


	  	  	  	  	
San Antonio, TX 78216


	  	  	
5/9/2003

	 	
Jesse Monoz


	  	  	  	
 

	
Ph 210-369-2940 Fax 210-377-3579


	  	  	  	 	  
	
566

	
Aero

	
Wells Fargo Bank

	
*

	
901 Gessner Road


	  	  	  	
 

	
Houston, TX 77024


	  	  	
5/16/2003

	  	
Erika Cruz


	  	  	  	
 

	
Ph 713-463-8044  Fax 713-463-8258


	  	  	  	
 

	  
	
567

	
Aero

	
First National Bank

	
*

	
4001 West 41st Street


	  	  	  	  	
Sioux Falls, SD 57106


	  	  	
5/23/2003

	 	
Susie Strande


	  	  	  	
 

	
Ph 605-782-5740  Fax 605-362-5954


	  	  	  	  	  
	
568

	
Aero

	
Wells Fargo Bank

	
*

	
600 4th Street


	  	  	  	
 

	
Sioux City, IA 51102


	  	  	
5/23/2003

	
 

	
Eileen Iversen


	  	  	  	  	
Ph 712-277-7175  Fax 712-277-7149


	  	  	  	  	  







 


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


 











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
569

	
Aero

	
Bank of America

	
*

	
7802 Abercorn Drive


	  	  	  	 	
Savannah, GA 31406


	  	  	
6/27/2003

	  	
Mercy Garcia


	  	  	  	 	
Ph 912-353-3960


	  	  	  	  	  
	
570

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
6/3/2007

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	  	  	  	  	  
	
571

	
Aero

	
Northwest Savings Bank

	
*

	
200 Mill Creek Mall


	  	  	  	  	
Erie, PA 16565


	  	  	
9/12/2003

	 	
Jennifer D-Annibale


	  	  	  	
 

	
Ph 814-868-5161 Fax 814-864-1917


	  	  	  	  	  
	
572

	
Aero W

	
Bank of America

	
*

	
3401 Dale Road


	  	  	
10/3/2003

	 	
Modesto, CA 95356


	  	  	  	  	
Peggy Rubio


	  	  	  	  	  
	  	  	  	  	  
	
573

	
Aero

	
Wachovia

	
*

	
Wachovia consolidated accts


	  	  	
11/1/2005

	 	
Any questions call Judy Goncalves at Wachovia


	  	  	  	  	
800-590-7868


	  	  	  	  	  
	  	  	  	  	  
	
574

	
Aero

	
Wachovia

	
*

	
1495 W. O Ezell Blvd.


	  	  	  	
 

	
Spartanburg, SC 29301


	  	  	
8/22/2003

	  	
Robin Osborne


	  	  	  	  	
864-596-4166 Fax 864-587-6275


	  	  	  	  	  
	
575

	
Aero

	
Bank of America

	
*

	
9460 FM Road W


	  	  	  	 	
Humble, TX 77338


	  	  	
7/25/2003

	  	
Ellen Cooper


	  	  	  	  	
PH 281-548-3700


	  	  	  	  	  
	  	  	  	
*

	
2801 S. Memorial Parkway Ste 102


	
577

	
Aero

	
SouthBank

	  	
Huntsville, AL 35801


	  	  	  	 	
Jeff Slaten


	  	  	
8/1/2003

	
 

	
Ph 256-533-2224 Fax 256-533-0442


	  	  	  	 	  
	
576

	
Aero

	
Bank of America

	
*

	
2000 Baytree


	  	  	  	 	
Valdosta, GA 31601


	  	  	
7/25/2003

	  	
Susan Harrison


	  	  	  	  	  
	  	  	  	  	  
	
578

	
Aero

	
Bank of America

	
*

	
5704 Bukeystown Pike


	  	  	  	  	
Frederick MD 21701


	  	  	
4/30/2004

	 	
Cindy Mallette (branch) Marsha Byler (national)


	  	  	  	
 

	
             888-852-500 ext 4600


	  	  	  	  	 
	
579

	
Aero

	
Citizens National Bank

	
*

	
200 Forks of the River Parkway


	  	  	  	  	
Sevierville, TN 37862


	  	  	
7/25/2003

	 	
Shirley Piniak


	  	  	  	
 

	
Ph 865-429-7522 Fax 865-429-7599


	  	  	  	  	  
	
580

	
Aero

	
Bank of America

	
*

	
7008 US Hwy 301 N


	  	  	  	 	
Ellenton, FL 34222


	  	  	
7/25/2003

	  	
Kim Wilson


	  	  	  	  	  
	  	  	  	  	  
	
581

	
Aero

	
Bank of America

	
*

	
1602 W Floyd Baker Blvd


	  	  	  	 	
Gaffney, SC 29341


	  	  	
9/5/2003

	  	
Lisa Sullivan


	  	  	  	 	
Ph 864-487-8351


	  	  	  	  	  







 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
582

	
Aero

	
Regions Bank

	
*

	
1301 South Mckenzie Street


	  	  	  	  	
Foley, AL 36535


	  	  	  	 	
Victoria Gartments or AndreaWalker


	  	  	
AM South merged with Regions 

	
 

	
Ph 251-943-2265 Fax 251-943-8029


	  	  	  	  	  
	
583

	
Aero

	
Bank of Hanover

	
*

	
1275 York Road


	  	  	  	  	
Gettysburg, PA 17325


	  	  	
7/18/2003

	 	
Kelly Smarsh


	  	  	  	
 

	
Ph 717-337-9333 Fax 717-337-2489


	  	  	  	  	  
	
584

	
Aero

	
IBC Bank

	
*

	
7021 S. Memorial Drive, Suite #269


	  	  	
12/5/2005

	  	
Tulsa, OK  74133


	  	  	  	
 

	
Micah Hartwell


	  	  	  	
 

	
Ph.  918-497-2812


	  	  	  	 	
Fax. 918-497-2813


	
585

	
Aero W

	
Umpqua Bank

	
*

	
1175 Valley River Drive


	  	  	  	  	
Eugene, OR 97401


	  	  	
9/12/2003

	 	
Angie Hill


	  	  	  	 	
Ph 541-342-3968 Fax 541-3421-1424


	  	  	  	 	  
	
586

	
Aero

	
Wells Fargo Bank

	
*

	
15 2nd Avenue SW (Main Branch)


	  	  	  	 	
1525 24th Avenue SW (mall branch)


	  	  	
9/19/2003

	 	
Minot, ND 58701


	  	  	  	
 

	
Beb Walter 701-857-1746 main branch


	  	  	  	  	
Ph 701-839-7699 branch


	
587

	
Aero

	
Plains Capital Bank

	
*

	
6002 Slide Road


	  	  	  	 	
Lubbock, TX 79414


	  	  	
9/19/2003

	 	
Jennifer Webb


	  	  	  	
 

	
806-785-6255 Fax 806-785-6262


	  	  	  	  	  
	
588

	
Aero

	
Guaranty Bank

	
*

	
849 East Commerce Street, Suite 739


	  	  	  	  	
San Antonio TX, 78205


	  	  	9/5/2003	 	
Irene Flores


	  	  	  	
 

	
Ph 210-475-9315  Fax 210-475-9328


	  	  	  	 	  
	
589

	
Aero

	
IBC Bank

	
*

	
11200 LakeLine Mall Drive


	  	  	  	  	
Cedar Park, TX 78613


	  	  	
2/15/2007

	
 

	
Donna Savage


	  	  	  	
 

	
ph: 512-397-4592


	  	  	  	 	
fax: 512-397-4591


	
590

	
Aero

	
Huntington Bank

	
*

	
6340 Frantz Road


	  	  	  	  	
Dublin, OH 43017


	  	  	
10/20/2003

	 	
Lisa Thomas


	  	  	  	
 

	
Ph 614--480-0191  Fax 614-480-0193


	  	  	  	 	  
	
591

	
Aero

	
Bank of America

	
*

	
474 N. Federick Avenue


	  	  	  	 	
Gaithersburg, MD 20877


	  	  	
9/12/2003

	  	
Gary Fennington


	  	  	  	  	
Ph 301-963-5360


	  	  	  	  	  
	
592

	
Aero W

	
US Bank

	
*

	
11333 SE 82nd Avenue ( main branch)


	  	  	
Dec 05 rolled to TRECS

	 	
12000 SE 82nd Avenue Ste 2001 (mall branch)


	  	  	  	
 

	
Portland, OR 97266


	  	  	  	  	
Hannah Brougnoli 503-275-4058 main branch


	  	  	  	  	
Ph 503-275-5535 mall branch


	
593

	
Aero

	
First Tennessee

	
*

	
2400 Memorial Blvd.


	  	  	  	
 

	
Kingsport, TN 37664


	  	  	
 open 2/13/2006

	 	
Ted Palaske


	  	  	  	
 

	
fax 423-247-8035


	  	  	  	  	
423-230-4224









 


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











  





  











  










 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
594

	
Aero

	
Suntrust Bank

	
*

	
402 Cox Creek Parkway


	  	  	
9/26/2003

	 	
Florence, AL 35630


	  	  	  	
 

	
Judy Mcclure


	  	  	  	
 

	
256-767-8585  Fax 256-767-8406


	  	  	  	  	  
	
595

	
Aero

	
Bank of America

	
*

	
355 S. New Hope Road


	  	  	  	
 

	
Gastonia, NC 28054


	  	  	
9/26/2003

	  	
Lee Costic


	  	  	  	  	
704-854-4130


	  	  	  	  	  
	
596

	
Aero

	
MidSouth Bank

	
*

	
3730 Ambassador Caffery Pkwy


	  	  	  	 	
Lafayette, LA 70503


	  	  	
10/31/2003

	
 

	
Nancy Venable


	  	  	  	
 

	
337-291-4903  Fax 337-988-2891


	  	  	  	
 

	  
	
597

	
Aero

	
Wachovia

	
*

	
4109 Plank Road


	  	  	  	
 

	
Fredericksburg, VA 22407


	  	  	
9/26/2003

	  	
Belinda Walker/Diana Foster


	  	  	  	  	
540-786-9485  Fax 540-785-6604


	  	  	  	  	  
	
598

	
Aero

	
US Bank

	
*

	
701 Saint Joseph Street ( main branch)


	  	  	
Dec. 05 rolled to TRECS

	  	
Rapid City, SD 57701


	  	  	  	
 

	
Carol Burgess


	  	  	  	
 

	
Ph 605-394-2048


	  	  	  	  	
605 342-2141 mall branch


	
599

	
Aero

	
Regions Bank

	
*

	
Union Planters Bank


	  	  	  	  	
203 North Commerce Street


	  	  	  	 	
Branson, MO 65616


	  	  	  	
 

	
Sara Copeland


	  	  	  	  	
417-334-2191   Fax 417-332-0651


	
600

	
AeroW

	
Wells Fargo Bank

	
*

	
66 W Springer Drive


	  	  	  	 	
Highlands Ranch, CO 80129


	  	  	
9/19/2003

	 	
Pat Barclay


	  	  	  	
 

	
Ph 303-470-8908  Fax 303-791-2558


	  	  	  	  	  
	
601

	
Aero

	
Regions

	
*

	
91 Scenic Gulf Drive


	  	  	  	 	
Miranar Beach, FL 32550


	  	  	formerly  	 	
Vanessa Harris


	  	  	
AM South

	
 

	
Ph 850-833-8258  Fax 850-837-9537


	  	  	  	  	  
	
602

	
Aero

	
AM South Bank

	
*

	
1240 E. County Line Road


	  	  	  	 	
Ridgeland, MS 29157


	  	  	3/12/2004	 	
Shawn Hubbard, Stacy Robinson


	  	  	 	
 

	
Ph 601-960-6447 Fax 601-956-3678


	  	  	  	  	  
	
603

	
Aero

	
Bank of America

	
*

	
1300 66th Street North


	  	  	  	 	
St. Petersburg, FL 33710


	  	  	
10/10/2003

	  	
Jeffrey Jackson


	  	  	  	  	  
	  	  	  	  	  
	
604

	
Aero

	
Union State Bank

	
*

	
3902 13th Avenue SW


	  	  	  	  	
Fargo, ND 58103


	  	  	
10/31/2003

	 	
Missy Strike


	  	  	  	
 

	
Ph 701-281-1302  Fax 701-433-7305


	  	  	  	  	  
	
605

	
Aero

	
Bank of America

	
*

	
1720 East Fowler Avenue


	  	  	  	 	
Tampa, FL 33612


	  	  	
10/31/2003

	  	
Jack Jones


	  	  	  	  	
Ph 813-538-4901


	  	  	  	  	  







 



 


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




 





  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
606

	
Aero W

	
Bank of America

	
*

	
971 Blossom Hill Road


	  	  	  	 	
San Jose, CA 95123


	  	  	
10/3/2003

	  	
Christine Espinoza


	  	  	  	 	
Ph.  408-983-0588


	  	  	  	  	  
	
607

	
Aero W

	
Bank of America

	
*

	
21001 N. Tatum Blvd. Ste. 90


	  	  	  	 	
Phoenix, AZ 85050


	  	  	
10/31/2003

	  	
Donna Staton


	  	  	  	
 

	
Ph 480-538-4901


	  	  	  	  	  
	
608

	
Aero

	
Suntrust Bank

	
*

	
4582 South Kirkman Road


	  	  	  	 	
Orlando, FL 32811


	  	  	
10/31/2003

	 	
Stacy Spruce


	  	  	  	
 

	
Ph 407-522-1004 Fax 407-299-1357


	  	  	  	  	  
	
609

	
Aero

	
Ocean National Bank

	
*

	
17 Walker Street


	  	  	  	  	
Kittery, ME 03904


	  	  	
2/2/2004

	 	
Louise Barsalou


	  	  	  	
 

	
Ph 207-439-5020  Fax 207-439-1571


	  	  	  	  	  
	
611

	
Aero

	
Wachovia Bank

	
*

	
2110 Oak Street


	  	  	  	 	
Myrtle Beach, SC 29577


	  	  	
3/17/2004

	  	
David Welborn


	  	  	  	  	
Ph 843-448-2686 Fax 843-448-6447


	  	  	  	  	  
	
612

	
Aero W

	
Bank of America

	
*

	
1210.S. Power Road


	  	  	  	 	
Mesa, AZ 85206


	  	  	
3/19/2004

	  	
Tamera Raleigh( branch ) Marsha Byler (national )


	  	  	  	  	
480-218-5145                       888-852-5000 ext 4600


	  	  	  	  	  
	
613

	
Aero

	
County Bank

	
*

	
500 N Highland Str


	  	  	
2/12/2007

	 	
Williamsburg, Iowa 52361


	  	  	  	  	
877-611-2525; 319-668-2888


	  	  	  	  	
fax 319-668-2093 Sara Root


	  	  	  	  	 
	
614

	
Aero

	
Wachovia

	
*

	
Wachovia Bank


	  	  	
3/1/2005

	 	
2800 West University Blvd


	  	  	  	  	
Wheaton, MD  20902


	  	  	  	  	
Attn:  Craig Carver


	  	  	  	  	
Ph.  704-383-1582


	
615

	
Aero

	
Wachovia Bank

	
*

	
1919 US 1 South


	  	  	  	 	
St. Augustine, FL 32086


	  	  	
2/20/2004

	  	
Linda Wilson(branch) Benjamin Kehoe(biz bnker


	  	  	  	  	
Ph  904-824-7568              704-427-7092


	  	  	  	  	  
	
616

	
Aero

	
Premier Bank

	
*

	
100 Grell Lane


	  	  	  	 	
Johnson Creek, WI 53038


	  	  	
2/20/2004

	  	
Theresa Copp


	  	  	  	  	
Ph 920-699-6909  Fax 920-699-6909


	  	  	  	  	  
	
617

	
Aero W

	
Bank of America

	
*

	
2550 El Camino Real


	  	  	  	 	
Carlsbad, CA 92008


	  	  	
4/9/2004

	  	
Toni Galbreath( branch ) Marsha Byler (national )


	  	  	
kansas

	  	
                                               888-852-5000 ext 4600


	  	  	  	  	  
	
618

	
Aero

	
Wachovia Bank

	
*

	
605 N. Berkeley Blvd.


	  	  	  	 	
Goldsboro, NC 27534


	  	  	
7/30/2004

	  	
Jim Malcolm


	  	  	  	  	
Ph 919-778-6062


	  	  	  	  	  
	
619

	
Aero

	
BB & T Bank

	
*

	
2400 N. Salisbury Blvd.


	  	  	  	  	
Salisbury, MD 21801


	  	  	
4/9/2004

	 	
Lauren Marshall


	  	  	  	
 

	
Ph 410-860-0995  Fax 410-546-1688


	  	  	  	  	  







 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
620

	
Aero

	
Compass Bank

	
*

	
2901 Capital of TX Hwy South


	  	  	  	  	
Austin, TX 78746


	  	  	
4/9/2004

	
 

	
Tina Segoviano


	  	  	  	
 

	
Ph 512-421-5841  Fax 512-421-5842


	  	  	  	  	  
	
621

	
Aero

	
Bank of America

	
*

	
2105 West Brandon Blvd.


	  	  	  	 	
Brandon, FL 33511


	  	  	
4/16/2004

	  	
Jennifer Lombard (branch ) Marsha Byler (national )


	  	  	  	  	
813-653-2235                    888-852-5000 ext 4600


	  	  	  	  	  
	
622

	
Aero W

	
Wells Fargo Bank

	
*

	
16901 Bernardo Center Drive


	  	  	  	 	
San Diego, CA 92128


	  	  	
4/16/2004

	 	
Eric Robertson or Alice Perry


	  	  	  	
 

	
Ph 858-487-5323  Fax 858674-4276


	  	  	  	  	  
	
623

	
Aero

	
Bank of America

	
*

	
1726 Country Club Road


	  	  	  	 	
Jacksonville, NC 28546


	  	  	
4/16/2004

	  	
Pamela Dufore (branch ) Marsha Byler (national )


	  	  	  	  	
910-355-4246                    888-852-5000 ext 4600


	  	  	  	  	  
	
624

	
Aero

	
Bank of America

	
*

	
20005 Katy Fwy


	  	  	  	 	
Katy, TX 77450


	  	  	
4/16/2004

	  	
Michael Macias (branch ) Marsha Byler (national )


	  	  	  	  	
                                             888-852-5000 ext 4600


	  	  	  	  	  
	
625

	
Aero

	
First Citrus Bank

	
*

	
13850 Sheldon Road


	  	  	  	  	
Tampa, FL 33626


	  	  	
4/23/2004

	
 

	
Karen Kling


	  	  	  	
 

	
Ph 813-926-5588 Fax 813-920-3814


	  	  	  	  	  
	
626

	
Aero

	
Herring National Bank

	
*

	
2500 S. Coulter Street, Ste 123


	  	  	  	  	
Amarillo, TX 79106


	  	  	
4/23/2004

	
 

	
Shirlene Fluke


	  	  	  	
 

	
Ph 806-358-3700 Fax 806-354-4141


	  	  	  	  	  
	
627

	
Aero W

	
Bank of America

	
*

	
1775 Camino De La Reina


	  	  	  	 	
San Diego, CA 92108


	  	  	
4/23/2004

	  	
Trisha Phillips (branch ) Marsha Byler (national )


	  	  	  	  	
619-681-1886                       888-852-5000 ext 4600


	  	  	  	  	  
	
628

	
Aero

	
Bank of America

	
*

	
825 Dulaney Valley Road, Ste 120


	  	  	  	 	
Towson, MD 21204


	  	  	
4/23/2004

	  	
Shonga Faust (branch ) Marsha Byler (national )


	  	  	  	  	
410-828-1668                      888-852-5000 ext 4600


	  	  	  	  	  
	
629

	
Aero W

	
Bank of America

	
*

	
512 Fletcher Pkwy


	  	  	  	 	
El Cajon, CA 92020


	  	  	
4/30/2004

	  	
Josie Herrera (branch ) Marsha Byler (national )


	  	  	  	  	
619-401-8200               888-852-5000 ext 4600


	  	  	  	  	  
	
630

	
Aero

	
Capital One

	
*

	
8031 Airline Highway


	  	  	  	  	
Baton Rouge, LA 70815


	  	  	
bank name was changerd

	 	
Nikki Tessier


	  	  	
5/1/2006

	
 

	
Ph 225-381-2201 Fax 225-381-8922


	  	  	  	  	  
	
631

	
Aero

	
Regions Bank

	
*

	
5953 W. Park Avenue, Ste 2003


	  	  	  	
 

	
Houma, LA 70364


	  	  	
4/30/2004

	
 

	
Mary Arceneaux or Dina Blake


	  	  	  	
 

	
Ph 985-857-0427 Fax 985-857-0435


	  	  	  	  	  







 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
632

	
Aero W

	
Wells Fargo Bank

	
*

	
7200 W. Alameda Avenue


	  	  	  	
 

	
Lakewood, CO 80226


	  	  	
5/14/2004

	
 

	
Rhonda Doane


	  	  	  	
 

	
Ph 303-937-3365 Fax 303-937-3390


	  	  	  	  	  
	
633

	
Aero W

	
Bank of America

	
*

	
3410 W. Chandler Avenue


	  	  	
5/7/2004

	 	
Chandler, AZ 85226


	  	  	  	  	
Kim Bredernitz(branch ) Marsha Byler (national )


	  	  	  	  	
 480-224-2021                       888-852-5000 ext 4600


	  	  	  	  	  
	
634

	
Aero

	
Peoples First Community Bank

	
*

	
2305 Highway 77


	  	  	  	 	
Panama City, FL 32405


	  	  	
5/7/2004

	 	
Terry Gravatt or Vicky(branch Manager)


	  	  	  	 	
Ph 850-770-7203(7206) Fax 850-769-3603


	  	  	  	  	  
	
635

	
Aero

	
Capital One

	
*

	
814 Jordan Street


	  	  	  	  	
Shreveport, LA 71104


	  	  	
bank name was changed

	 	
Beverly(branch) Tammy Ptrats(national)


	  	  	
5/1/2006

	
 

	
Ph 318-674-2523, 504-533-2905  Fax 504-533-5344


	  	  	  	  	  
	
636

	
Aero

	


National City Bank



	
*

	
750 First Capitol Drive


	  	  	  	
 

	
St. Charles, MO 63301


	  	  	 	 	
Monica Campbell


	  	  	  	  	
314-817-0003


	  	  	  	  	  
	
637

	
Aero W

	
Tri Counties Bank

	
*

	
1950 E. 20th Street, Ste 725


	  	  	  	 	
Chico, CA 95928


	  	  	
4/30/2004

	  	
Ken Sorbis or Roy Palomino


	  	  	  	  	
Ph 530-898-0370 Fax 530-898-0375


	  	  	  	  	  
	
638

	
Aero W

	
Commerce Bank-WEST

	
*

	
1345 East Battlefield


	  	  	  	 	
Springfield, MO 65804


	  	  	
4/30/2004

	
 

	
Rebecca Wright


	  	  	  	 	
Ph 417-837-5202 Fax 417-837-5289


	  	  	  	  	
deposit slips 1-800-453-2265


	
639

	
Aero

	
Bank of America

	
*

	
1 Clifton Country Road


	  	  	
11/9/2005

	 	
Clifton Park, NY 12064


	  	  	  	  	
Debbie Durden


	  	  	  	  	
Ph 518-383-2228 Fax 518-371-4361


	  	  	  	  	  
	
640

	
Aero E

	
Commerce Bank-EAST

	
*

	
3850 S. Delsea Drive


	  	  	  	 	
Vineland, NJ 08360


	  	  	5/28/2004	 	
Stephanie Walkman


	  	  	  	
 

	
Ph 856-327-5276  Fax 856-327-6215


	  	  	  	  	  
	
641

	
Aeo W

	
US Bank

	
*

	
1520 Briargate Blvd.


	  	  	
Dec 05 rolled to TRECS

	 	
Colorado Springs, CO 80920


	  	  	  	
 

	
Mary Koch


	  	  	  	  	
Ph719-528-3525 Fax 719-531-6746


	  	  	  	  	  
	
642

	
Aero

	
Wachovia Bank

	
*

	  
	  	  	  	 	  
	  	  	  	  	  
	  	  	  	  	
Ph. 704-427-7077


	  	  	  	  	
Todd Kirby


	
643

	
Aero

	
Chase

	
*

	
4400 E. Main Street


	  	  	  	
 

	
Richmond, IN 47374


	  	  	  	
 

	
Shelly Harrod


	  	  	  	
 

	
Ph 765-935-3803, 6872 d-line Fax 765-966-4767


	
644

	
Aero

	
Associated Bank

	
*

	
4402 W. Towne Blvd.


	  	  	
4/1/2005

	  	
Madison, WI  53704


	  	  	  	 	
Sara R. Hill


	  	  	  	
 

	
608-249-2191









 


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











  





  











  








 


 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
645

	
Aero

	
S & T Bank

	
*

	
2175 Route 286 S


	  	  	  	 	Indiana, PA 15701
	  	
 

	
6/18/2004

	 	
BethAnn Mccullough


	  	  	  	
 

	
Ph 724-4653052 Fax 724-465-5451


	  	  	  	  	  
	
646

	
Aero

	
Star Financial

	
*

	
1708 East Markland Ave


	  	  	
3/23/2005

	  	
Kokomo, IN  46901


	  	  	  	 	
Amy McKane


	  	  	  	
 

	
tel:  765-868-3825


	  	  	  	 	  
	
647

	
Aero W

	
First Bank of Colorado

	
*

	
10403 W. Colfax Avenue


	  	  	  	  	
Lakewood, CO 80215


	  	  	
6/25/2004

	 	
Rachael Miller


	  	  	  	
 

	
Ph 303-235-1155 Fax 303-235-1193


	  	  	  	  	  
	
648

	
Aero W

	
Bank of America

	
*

	
390 High Street NE


	  	  	  	 	
Salem, OR 97301


	  	  	
6/25/2004

	  	
Patti Craig(branch ) Teresa Wallweber(national )


	  	  	  	  	
503-364-0136                     888-852-5000 ext 4601


	  	  	  	  	  
	
649

	
Aero

	
Principal Bank

	
*

	
6200 Park Avenue


	  	  	  	  	
Des Moines, IA 50321


	  	  	
8/4/2004

	 	
Craig Franklin


	  	  	  	
 

	
Ph 515-883-9074 Fax 515-883-9158


	  	  	  	  	800-672-3343
	
650

	
Aero

	
Bank of Oklahoma

	
*

	
3550 West Main Street


	  	  	  	  	
Norman, OK


	  	  	
10/15/2004

	 	
James Branscum


	  	  	  	
 

	
Ph 405-366-3637, 366-3600 Fax 405-366-3608


	  	  	  	  	  
	
651

	
Aero

	
Premier Bank

	
*

	
11055 61st Street NE


	  	  	  	 	
Alberville, MN 55301


	  	  	
3/19/2004

	
 

	
Deb Hackenmueller


	  	  	  	 	
Ph 763-497-8224  Fax 763-497-8048


	  	  	  	  	  
	
652

	
Aero W

	
Chase

	
*

	
7675 West Bell Road


	  	  	  	  	
Peoria, AZ 85382


	  	  	  	 	
Karen Barnes


	  	  	  	
 

	
Ph 602-589-4160  Fax 602-589-3364


	  	  	  	  	  
	
653

	
Aero

	


National City Bank of Indiana



	
*

	
611 Lighthouse Place


	  	  	 	 	
Michigan City, IN 46360


	  	  	4/2/2004	
 

	
Kathy Kindelan


	  	  	  	  	
Ph 219-874-9752  Fax 219-873-2271


	  	  	  	  	  
	
654

	
Aero W

	
Wells Fargo Bank

	
*

	
4180 Bonita Road


	  	  	  	 	
Bonita, CA 91902


	  	  	
10/8/2004

	
 

	
Chantell Ballesteros


	  	  	  	  	
Ph 619-479-1756


	  	  	  	  	  
	
655

	
Aero

	
Compass Bank

	
*

	
2009 suite C Beltline Road


	  	  	  	 	
Decatur, AL 35601


	  	  	
4/23/2004

	  	
Amy Thompson


	  	  	  	  	
Ph 256-552-4350 Fax 256-552-4354


	  	  	  	  	  
	
656

	
Aero

	
Regions Bank

	
*

	
1 Independence Plaza


	  	  	  	 	
Homewood, AL 35209


	  	  	AM South Bank  	
 

	
Carol Moats


	  	  	
merged with Regions

	  	
Ph 205-716-1130  Fax 205-716-1138


	  	  	  	  	  







 


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











  





  











  








 


 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
657

	
Aero

	
Bank of America

	
*

	
1550 W. Bay Area Blvd.


	  	  	  	 	
Friendswood, TX 77546


	  	  	
4/30/2004

	  	
Rosalyn Dikes (branch ) Marsha Byler (national )


	  	  	  	  	
                                              888-852-5000 ext 4600


	  	  	  	  	  
	
658

	
Aero

	
Bank of America

	
*

	
1410 Parham Road


	  	  	  	 	
Richmond, VA 23229


	  	  	
5/14/2004

	  	
Pamela Langfitt(branch ) Marsha Byler (national )


	  	  	  	
 

	
804-754-0760                      888-852-5000 ext 4600


	  	  	  	  	  
	
659

	
Aero

	
Bank of America

	
*

	
2450 W. Algonquin Road


	  	  	
5/20/2005

	 	
Lake in the hill, IL  60156


	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
660

	
Aero W

	
Bank of America

	
*

	
12816 E. Sprague Avenue


	  	  	  	 	
Spokane, WA 999214


	  	  	
5/28/2004

	  	
Shelley Allen(branch ) Marsha Byler (national )


	  	  	  	  	
509-353-6026                     888-852-5000 ext 4600


	  	  	  	  	  
	
661

	
Aero

	
Bank One

	
*

	
2310 Colorado Blvd.


	  	  	  	 	
Denton, TX 76205


	  	  	
5/28/2004

	  	
Brad Cain


	  	  	  	 	
Ph 940-381-7475 Fax 940-381-7410


	  	  	  	
 

	  
	
662

	
Aero

	
Regions Bank

	
*

	
2000 Richmond Road


	  	  	  	 	
Texarkana, TX 75503


	  	  	
6/4/2004

	  	
Pat Son


	  	  	  	 	
Ph 903-832-2551  Fax 903-223-5050


	  	  	  	
 

	  
	
663

	
Aero

	
Bank of America

	
*

	
1801 Richmond Road


	  	  	  	 	
Williamsburg, VA 23185


	  	  	
10/1/2004

	 	
Stacey Castruita  (branch ) Teresa Wallweber(national )


	  	  	
open in kansas

	
 

	
757-259-5481                 888-852-5000 ext 4601


	  	  	  	  	  
	
664

	
Aero

	
United Bank & Trust

	
*

	
1422 South Winner St.


	  	  	
6/2/2005

	  	
Adrian, MI  49221


	  	  	  	 	
Tammy Hall


	  	  	  	 	
Ph.  517-266-5503


	  	  	  	 	  
	
665

	
Aero

	
Bank of America

	
*

	
4364 State Road 7


	  	  	  	 	
Lake Worth, TX 33467


	  	  	
5/58/04

	  	
Dev Bhandary(branch ) Marsha Byler (national )


	  	  	  	
 

	
561-642-4426                     888-852-5000 ext 4600


	  	  	  	  	
clark american 800-355-4691


	
667

	
Aer W

	
Desert Community Bank

	
*

	14800 La Paz Drive  
	  	  	  	 	


Victorville, CA 92392




	  	  	
7/23/2004

	 	Vanessa Maldonado
	  	  	  	 	Ph 760-243-2140 ext 1164 Fax 760-245-1465  
	  	  	  	  	dep slips order 1-800-503-2345  
	
668

	
Aero

	
US Bank

	
*

	
6325 S. Gilmore Road


	  	  	
Dec 05 rolled to TRECS

	 	
Fairfield, OH 45014


	  	  	  	
 

	
Anna Walker


	  	  	
 

	  	
Ph 513-942-8340 Fax 513-942-8343


	  	  	  	  	  
	
669

	
Aero

	
Central Illinois Bank

	
*

	
7730 N. Grand Prairie Drive


	  	  	  	  	
Peoria, IL 61615


	  	  	
5/14/2004

	 	
Laurie Rogers


	  	  	  	
 

	
Ph 309-693-8851 Fax 309-693-8097


	  	  	  	 	  
	
670

	
Aero

	
Bank One

	
*

	
14801 US 31 North


	  	  	  	 	
Carmel, IN 46032


	  	  	
10/14/2004

	 	
Jon Walker


	  	  	  	
 

	
Ph 317-321-4022   Fax 317-574-9496









 


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











  





  











  










Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
671

	
Aero

	
AM South Bank

	
*

	
1993 N. Highland Ave.


	  	  	8/5/2005	 	
Jackson, TN  38305


	  	  	  	
 

	
Terrell Parker


	  	  	 	  	
Ph.  731-661-6950


	  	  	  	  	
Fax.  731-668-4827


	
672

	
Aero

	
UMB Bank

	
*

	
1 Victory Drive


	  	  	  	  	
Liberty, MO 64068


	  	  	
5/19/2004

	 	
Tom Brusnahan or Melissa Sergent


	  	  	  	
 

	
816-792-6710 or 6713 Fax 816-792-4697


	  	  	  	 	  
	
673

	
Aero W

	
Bank of America

	
*

	
2708 Ming Avenue


	  	  	  	 	
Bakersfield, CA 93304


	  	  	
6/25/2004

	  	
Erin Bedford(branch ) Teresa Wallweber(national )


	  	  	  	  	
661-395-2020                     888-852-5000 ext 4601


	  	  	  	  	  
	
674

	
Aero

	
Northwest Savings Bank

	
*

	
311 East Fairmount Avenue


	  	  	  	  	
Lakewood, NY 14750


	  	  	  	 	
Jessica Weaver


	  	  	  	 	
Ph 716-763-2265


	  	  	  	  	  
	
675

	
Aero

	
I B C Bank

	
*

	
6301 NW Loop 14, Ste. Q-14


	  	  	  	  	
San Antonio, TX 78238


	  	  	
9/10/2004

	 	
Isabel  Bravo


	  	  	  	
 

	
Ph 210-369-2910 Fax 210521-8044


	  	  	  	 	  
	
676

	
Aero

	
Chase Bank

	
*

	
320 N. New Road


	  	  	  	  	
Waco, TX 76710


	  	  	  	
 

	
Carole Gallagher


	  	  	  	
 

	
Ph 254-776-9500


	  	  	  	  	  
	
677

	
Aero

	
Astoria Federal Savings Bank

	
*

	
102 Broadway Mall


	  	  	  	 	
Hicksville, NY 11801


	  	  	
10/29/2004

	
 

	
Christina Smith


	  	  	  	  	
Ph 516-681-4000 Fax 516-681-4017


	
678

	
Aero W

	
Bank of America

	
*

	
326 Northgate Mall


	  	  	
7/29/2005

	 	
Seattle, WA  98125


	  	  	  	  	
Barb Roybo or  Kimberly Kim


	  	  	
kansas

	  	
Ph.  206-358-1866


	  	  	  	  	
Fax. 206-358-0298


	
679

	
Aero

	
Wachovia

	
*

	
1970 West New Haven Avenue


	  	  	  	 	
Melbourne, FL 32904


	  	  	
9/24/2004

	  	
Charlotte Hutchinson


	  	  	  	  	
Ph 321-984-7467 Fax 321-984-3417


	  	  	  	  	  
	
680

	
Aero

	
BB & T Bank

	
*

	
1809 Greenbrier Parkway


	  	  	  	 	
Chesapeake, VA 23320


	  	  	
10/1/2004

	 	
Crystal Crawford


	  	  	  	 	
Ph757-523-4462  Fax 757-523-4469


	  	  	  	  	  
	
681

	
Aero

	
Bank of America

	
*

	
13355 Noel Road, Ste. 100


	  	  	  	 	
Dallas, TX 75240


	  	  	
9/24/2004

	  	
Conrad Mendoza(branch ) Teresa Wallweber(national )


	  	  	  	  	
972-716-5800                 888-852-5000 ext 4601


	  	  	  	  	  
	
682

	
Aero

	
Bank of America

	
*

	
3321 NW Federal Highway


	  	  	  	 	
Jensen Beach, FL 34957


	  	  	
7/23/2004

	  	
Lee Monroe(branch ) Teresa Wallweber(national )


	  	  	  	 	
772-692-7821                    888-852-5000 ext 4601


	  	  	  	  	  
	
683

	
Aero

	
First National Bank

	
*

	
2400 W. Grand River


	  	  	  	  	
Howell, MI 48843


	  	  	
7/30/2004

	 	
Kevin Morrow


	  	  	  	 	
Ph 517-540-6299 Fax 517-548-7368


	  	  	  	  	
Mc Bee deposit slips 248-553-8134 Nancy









 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
684

	
Aero

	
Wachovia Bank

	
*

	
1744 North Tamiami Trail


	  	  	  	
 

	
Naples, FL 34102


	  	  	
7/30/2004

	  	
Ann Apuzzo


	  	  	  	  	
Ph 239-435-3140 Fax 239-435-3144


	  	  	  	  	  
	
685

	
Aero

	
Regions/ Union Planters same

	
*

	
210 Eisenhower Drive


	  	  	
11/21/2005

	
 

	
Biloxi, MS  39531


	  	  	  	
 

	
Jamie Tendel


	  	  	
store reopened due to Katrina

	
 

	
PH.  228-435-6610


	  	  	
Hurricane

	  	  
	
686

	
Aero

	
Chase Bank

	
*

	
Ph 903-534-4231


	  	  	
3/1/2007

	  	
Fax 903-581-9460


	  	  	  	 	
Shauna Pate


	  	  	  	
 

	  
	  	  	  	  	  
	
687

	
Aero

	
First Bank of The Lake

	
*

	
4558 Highway 54,ste100


	  	  	  	  	
Osage Beach, MO 65065


	  	  	
10/29/2004

	 	
Sara Wright


	  	  	  	
 

	
Ph 573-348-2265 Fax 573-348-0568


	  	  	  	  	  
	
690

	
Aero

	
M & T Bank

	
*

	
17301 Valley Mall Drive


	  	  	  	 	
Hagerstown, MD 21740


	  	  	
10/29/2004

	 	
Nancy McKenzie


	  	  	  	
 

	
Ph 301-790-6916 Fax 301-852-0213


	  	  	  	  	  
	
691

	
Aero

	
Bank of America

	
*

	
29 Blanding Blvd.


	  	  	  	 	
Orange Park, FL 32073


	  	  	
9/10/2004

	  	
Sharon Davis (branch ) Teresa Wallweber(national )


	  	  	  	  	
904-269-1770                    888-852-5000 ext 4601


	  	  	  	  	  
	
692

	
Aero

	
Bank of America

	
*

	
685 Sunland Park Drive


	  	  	  	 	
El Paso, TX 79912


	  	  	
9/17/2004

	  	
Christina Trevizo (branch ) Teresa Wallweber(national )


	  	  	  	
 

	
915-833-6003                   888-852-5000 ext 4601


	  	  	  	  	  
	
693

	
Aero

	
Arvest Bank

	
*

	
4201 N. Shailoh Drive


	  	  	  	 	
Fayetteville, AR 72703


	  	  	
7/30/2004

	 	
Joe Dimaggio


	  	  	  	
 

	
Ph 479-444-5612  Fax 479-444-5620


	  	  	  	  	  
	
694

	
Aero W

	
First National Bank of Colorado

	
*

	
615 Interlocken Blvd.


	  	  	  	 	
Broomfield, CO 80021


	  	  	
effective 10/1/2004

	 	
April Vendegna


	  	  	  	
 

	
Ph 303-544-7999


	  	  	  	  	  
	
695

	
Aero

	
Wachovia

	
*

	
Wachoiva consolidated accts


	  	  	
11/1/2005

	
 

	
For questions call Judy Goncalves at Wachovia


	  	  	  	  	
800-590-7868


	  	  	  	  	  
	  	  	  	  	  
	
696

	
Aero

	
BB & T Bank

	
*

	
1425 Seminole Trail


	  	  	  	  	
Charlottesville, VA 22901


	  	  	
9/17/2004

	 	
Tracey Travillian


	  	  	  	 	
Ph 434-975-3491  Fax 434-973-8604


	  	  	  	 	  
	
697

	
Aero

	
I B C Bank

	
*

	
5085 Westheimer Ste. 4640


	  	  	  	  	
Houston, TX 77056


	  	  	
9/17/2004

	 	
Thomas Frausto


	  	  	  	 	
Ph 713-285-2294 Fax 713-439-0633


	  	  	  	 	  







 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
698

	
Aero

	
Bank of America

	
*

	
9225 Baymeadows Road


	  	  	  	 	
Jacksonville, FL 32256


	  	  	
9/24/2004

	  	
James Bridgewater (branch ) Teresa Wallweber(national )


	  	  	  	  	
904-731-4600                 888-852-5000 ext 4601


	  	  	  	  	  
	
699

	
Aero

	
Bank of America

	
*

	
12381 West Sunrise Blvd.


	  	  	  	 	
Plantation, FL 33323


	  	  	
10/1/2004

	  	
Angela Plummer  (branch ) Teresa Wallweber(national )


	  	  	  	
 

	
954-915-0940                 888-852-5000 ext 4601


	  	  	  	  	
Clark American 800-234-6147


	
700

	
Aero

	
US Bank

	
*

	
3410 S. 143rd Plaza


	  	  	
Dec 05 rolled to TRECS

	  	
Omaha, NE 68144


	  	  	  	 	
Mary Sumpter


	  	  	  	
 

	
Ph 402-334-3603  Fax 402-334-3636


	  	  	  	  	  
	
701

	
Aero

	
Chase

	
*

	
2430 Highway 6 South


	  	  	  	  	
Sugar Land, TX 77479


	  	  	  	 	
Sergio Babba


	  	  	  	
 

	
Ph 281-269-7328  Fax 281-269-7312


	  	  	  	  	  
	
702

	
Aero

	
Regions Bank

	
*

	
4501 S. Medford Drive


	  	  	  	 	
Lufkin, TX 75901


	  	  	
9/24/2004

	  	
Lanell Day


	  	  	  	  	
Ph 936-632-9096  Fax 936-632-8540


	  	  	  	  	  
	
703

	
Aero

	
Bremer Bank

	
*

	
6900 France Ave. S


	  	  	
3/23/2005

	 	
Edina, MN  55435


	  	  	  	
 

	
Kim Lindeen


	  	  	  	  	
tel:  952-925-9500


	  	  	  	  	  
	
704

	
Aero

	
Peoples Bank

	
*

	
5 South Maple Street


	  	  	  	  	
Hadley, MA 01035


	  	  	
9/24/2004

	 	
Donna Wiley


	  	  	  	
 

	
Ph 413-493-7454  Fax 413-585-1558


	  	  	  	  	  
	
705

	
Aero

	
Bank of America

	
*

	
6605 Uptown Blvd.


	  	  	  	 	
Albuquerque, NM 87110


	  	  	
9/24/2004

	  	
Lee Gurule (branch ) Teresa Wallweber(national )


	  	  	  	  	
505-282-3030                 888-852-5000 ext 4601


	  	  	  	  	  
	
706

	
Aero W

	
Bank of America

	
*

	
910 Black Lake Blvd.


	  	  	  	 	
Olympia, WA 98502


	  	  	
9/24/2004

	 	
Jackie Bensley  (branch ) Teresa Wallweber(national )


	  	  	  	 	
360-754-3630                 888-852-5000 ext 4601


	
707

	
Aero

	
First Bank of Tenneessee

	
*

	
2301 E. Andrew Johnson Hwy


	  	  	
effective 05/10/05

	  	
Morristown, TN  37814


	  	  	  	 	
Nancy Carpenter


	  	  	  	
 

	
Tel.  423-586-8021


	  	  	  	  	  
	
708

	
Aero

	
Bank of America

	
*

	
105 N. Congress Avenue


	  	  	  	 	
Boynton Beach, FL 33426


	  	  	
10/1/2004

	  	
Hazel Scalise  (branch ) Teresa Wallweber(national )


	  	  	  	  	
561-742-9092                 888-852-5000 ext 4601


	
709

	
Aero

	
Susquehanna Bank

	
*

	
366 Hartman Bridge Rd.


	  	  	
11/11/2005

	 	
Ronks, PA  17572


	  	  	 	  	
Bonnie Hollinger


	  	  	  	  	
Ph.  717-687-8454


	  	  	  	  	
Fax.  717-687-8498


	
710

	
Aero

	
Bank North

	
*

	
340 Aviation Road


	  	  	  	 	
Queenbury, NY 12804


	  	  	
10/15/2004

	  	
Deb Prendergast


	  	  	  	 	
Ph 518-798-0070  Fax 518-743-1215


	  	  	  	
 

	  







 


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











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
711

	
Aero W

	
Bank of America

	
*

	
13008 N. Tatum Blvd.


	  	  	  	 	
Phoenix, AZ 85032


	  	  	
10/29/2004

	  	
Bill Coulter  (branch ) Teresa Wallweber(national )


	  	  	  	  	
602-569-4029                888-852-5000 ext 4601


	  	  	  	  	  
	
712

	
Aero

	
Liberty Bank

	
*

	
8 East Main Street


	  	  	  	  	
Clinton, CT 06413


	  	  	
10/8/2004

	 	
Heather Downie


	  	  	  	
 

	
Ph 860-669-5773 Fax 860-669-4353


	  	  	  	 	  
	
713

	
Aero

	
Main Source Bank

	
*

	
3880 West Presidential Way


	  	  	  	  	
Edinburgh, IN 46124


	  	  	
10/8/2004

	 	
Elisa Walter


	  	  	  	
 

	
Ph  812-526-0551  Fax  812-526-0581


	  	  	  	 	  
	
714

	
Aero

	
Bank of America

	
*

	
7800 Forsyth Blvd.


	  	  	  	 	
Clayton, MO 63105


	  	  	
10/15/2004

	  	
Gayle Diaz  (branch ) Teresa Wallweber(national )


	  	  	  	  	
314-466-0460                888-852-5000 ext 4601


	  	  	  	  	  
	
715

	
Aero W

	
Bank of America

	
*

	
23929 Valencia Blvd.


	  	  	  	
 

	
Valencia, CA 91355


	  	  	
10/29/2004

	  	
Cathy Gero  (branch ) Teresa Wallweber(national )


	  	  	  	  	
661-253-4653                888-852-5000 ext 4601


	  	  	  	  	  
	
716

	
Aero

	
Monroe Bank & Trust

	
*

	
2121 N. Monroe Street, Ste. 131


	  	  	  	
 

	
Monroe, MI 48162


	  	  	
10/29/2004

	
 

	
Pam


	  	  	
secret code AERO

	  	
Ph 734-241-3431  Fax 734-241-1726


	
717

	
Aero W

	
Bank of America

	
*

	
9717 Foothill Blvd.


	  	  	
3/2/2005

	 	
Rancho Cucamanga, CA  91730


	  	  	  	  	
Matt Keever


	  	  	  	  	
Ph.  909-483-8176


	  	  	  	  	  
	
718

	
Aero

	
Chevy Chase Bank

	
*

	
7101 Democracy Blvd.


	  	  	
1/26/2005

	  	
Bethesda, MD  20817


	  	  	  	 	Michael Bicks  
	  	  	  	
 

	
Ph.  301-365-4090


	  	  	  	 	  
	
719

	
Aero

	
Amcore Bank

	
*

	
2505 N  Farnsworth Ave


	  	  	6/24/2007	  	
Aurora, IL 60504


	  	  	 	 	
Zach Bebee


	  	  	  	 	
630-862-2474


	  	  	  	  	
fax: 630-862-2489


	
720

	
Aero

	
Wrentham Cooperative Bank

	
*

	
102 South Street


	  	  	
3/10/2005

	  	
Wrentham, MA  02093


	  	  	  	 	
Sarah Giovanucci


	  	  	  	
 

	
Ph.  508-384-6101


	  	  	  	  	  
	
721

	
Aero

	
Bank of America

	  	
4545 14th St. W


	  	  	
3/23/2005

	
*

	
Bradenton, FL  34205


	  	  	  	 	
Kathy Cannavino


	  	  	  	  	
Ph.  941-751-6595


	  	  	  	  	  
	
722

	
Aero

	
Citizens Bank

	
*

	
Route 611 & 715


	  	  	
3/2/2005

	  	
Tannersville, PA  18372


	  	  	  	 	
Tammy King


	  	  	  	
 

	
Ph. 570-629-1631


	  	  	  	  	
fax. 









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
723

	
Aero W

	
Bank of America

	
*

	
200 Kentucky St.


	  	  	
3/9/2005

	 	
Petaluma, CA  94952


	  	  	  	  	
Robin Edwards


	  	  	  	  	
Ph.  707-769-2850


	  	  	  	  	  
	
724

	
Aero

	
Chase Bank

	
*

	
2203 Memorial Drive


	  	  	3/1/2005	 	
Alexandria, LA  71301


	  	  	  	 	
James White


	  	  	  	
 

	
Ph.  318-448-6389


	  	  	  	  	  
	
725

	
Aero

	
Wachovia Bank

	
*

	  
	  	  	
7/1/2005

	
 

	  
	  	  	  	  	  
	  	  	  	  	  
	  	  	  	  	  
	
726

	
Aero

	
Chase Bank

	
*

	
250 W. Garfield Rd


	  	  	
3/23/2005

	  	
Aurora, OH  44202


	  	  	  	 	
Stacy Famageltto


	  	  	  	
 

	
Ph. 330-562-7115


	  	  	  	  	  
	
727

	
Aero

	
Bank of America

	
*

	
1255 Lake Woodland Drive


	  	  	
3/30/2005

	 	
The Woodlands, TX  77380


	  	  	  	  	
Katrina Johnson


	  	  	  	  	
Ph.  281-362-4200


	  	  	  	  	  
	
728

	
Aero

	
IBC Bank

	  	
2200 S. 10th Street


	  	  	
3/23/2005

	
*

	
McAllen, TX  78502


	  	  	  	 	
Jaime Vargas


	  	  	  	
 

	
Ph.  956-688-3670


	  	  	  	 	 
	
729

	
Aero

	
Bank of America

	
*

	
12011 Kee Jackson Hwy


	  	  	
3/23/2005

	 	
Fairfax, VA  2033


	  	  	  	  	
Eva Seifert


	  	  	  	  	
Ph.  703-277-3230


	  	  	  	  	  
	
730

	
Aero W

	
Wells Fargo Bank

	
*

	
826 3rd Avenue


	  	  	
3/23/2005

	 	
Chula Vista, CA  91910


	  	  	  	 	
Luis Lopez


	  	  	  	 	
619-426-0622


	  	  	  	  	  
	
731

	
Aero W

	
Bank of America

	
*

	
222 W. Main Street


	  	  	
3/23/2005

	 	
Medford, OR  97501


	  	  	  	  	
Maria Holloway


	  	  	  	  	
Ph.  541-722-3384


	  	  	  	  	  
	
732

	
Aero W

	
Bank of America

	
*

	
9780 W. Fairview Ave.


	  	  	
12/22/2005

	 	
Boise, ID  83704


	  	  	  	  	
Ph. 208-377-5000


	  	  	  	  	  
	  	  	  	  	  
	
733

	
Aero

	
Hibernia Bank

	
*

	
3050 Severn Ave.


	  	  	merged with Capitol One	  	
Metairie, LA  70002


	  	  	  	 	
Tammy or Drew Booth


	  	  	  	 	
Tel.  504-533-2905


	  	  	  	  	
Fax.  504-533-5344


	
734

	
Aero

	
Wachovia

	
*

	
4325 Glenwood Ave


	  	  	
10/7/2007

	
 

	
Raleigh, NC  27612


	  	  	  	  	
Alicia Keisler


	  	  	  	  	
Ph.  919-829-6657


	  	  	  	  	  
	
735

	
Aero W

	
Bank of America

	
*

	
4801 W. Charleston Blvd


	  	  	
3/23/2005

	 	
Las Vegas, NV  89107


	  	  	  	  	
Merling Arias


	  	  	  	  	
Ph.  702-654-4310


	  	  	  	  	  







 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
736

	
Aero W

	
Wells Fargo Bank

	
*

	
Galleria at Tyler Mall


	  	  	
3/23/2005

	 	
3765 Tyler Street


	  	  	  	 	
Riverside, CA  92503


	  	  	  	
 

	
JP Bouchereau


	  	  	  	  	
951-351-3402


	
737

	
Aero

	
IBC Bank

	
*

	
2350 N. Expressway, Ste. 7222


	  	  	
6/24/2005

	 	
Brownsville, TX  78526


	  	  	  	
 

	
Guillermo Lambarri


	  	  	  	 	
Tel.  956-547-1380


	  	  	  	  	
Fax.  956-574-9596


	
738

	
Aero

	
Columbus Bank & Trust

	
*

	
3261 Manchester Expressway


	  	  	
3/23/2005

	 	
Columbus, GA  31909


	  	  	  	 	
Sandra Wilkoff


	  	  	  	
 

	
Ph.  706-649-2715


	  	  	  	  	  
	
739

	
Aero

	
M & T Bank

	
*

	
23 Lake Street


	  	  	
7/15/2005

	
 

	
Monroe, NY  10950


	  	  	  	  	
Linda Conte-Giannone


	  	  	  	
 

	
845-782-8101


	  	  	  	
 

	  
	
740

	
Aero

	
PNC Bank

	
*

	
3400 Atlantic Ave.


	  	  	
5/11/2005

	 	
Atlantic City, NJ  08401


	  	  	  	 	
Tel.  609-343-6707


	  	  	  	
 

	
Mikael Mason


	  	  	  	 	  
	
741

	
Aero W

	
Bank of America

	
*

	
201 E. San Ysidro Blvd.


	  	  	
4/27/2005

	 	
San Ysidro, CA  92173


	  	  	  	  	
Tel.  619-662-6423


	  	  	 	  	  
	  	  	 	  	  
	
742

	
Aero

	
Wells Fargo

	
*

	
I-94 Woodbury


	  	  	
9/15/2005

	 	
9882 Norma Lane


	  	  	  	  	
Woodbury, MN  55125


	  	  	  	 	
Ph.  651-205-8310


	  	  	  	
 

	
Christina Skar


	
743

	
Aero W

	
Wells Fargo Bank

	
*

	
29 S. Rio Grande St., 2nd Floor


	  	  	
3/30/2005

	
 

	
Salt Lake City, UT  84101


	  	  	  	  	
JP Bouchereau


	  	  	  	
 

	
Ph.  801-456-0660


	  	  	  	
 

	
Fax.


	
744

	
Aero W

	
Wells Fargo Bank

	
*

	
1175 S. State St.


	  	  	
5/2/2005

	  	
Orem, UT  84097


	  	  	  	 	
Daron Stealey


	  	  	  	
 

	
Ph.  801-426-5529


	  	  	  	  	
Fax.  801-226-0734


	
745

	
Aero W

	
Wells Fargo Bank

	
*

	
66 W. 1200 S.


	  	  	
5/2/2005

	  	
Provo, UT  84601


	  	  	  	 	
Tel. 801-377-1397


	  	  	  	
 

	  
	  	  	  	  	  
	
746

	
Aero W

	
Citibank

	
*

	
44480 Town Center Way


	  	  	
3/30/2005

	 	
Palm Desert, CA  92260


	  	  	  	
 

	
Angel Mendez


	  	  	  	 	
Ph.  760-346-4128


	
747

	
Aero W

	
Santa Barbara Trust & Bank

	
*

	
2310 E. Ponderosa Drive


	  	  	
8/5/2005

	  	
Camarillo, CA  93010


	  	  	  	 	
Arturo Solis


	  	  	  	
 

	
Ph. 805-383-2224


	  	  	  	  	
Fax.  805-383-2228









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 


 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
748

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	4/7/2006	 	
Witchita, KS 67202


	  	  	 	 	
Ph. 888-852-5000


	  	  	  	 	
fax. 316-261-4446


	
749

	
Aero

	
Wachovia

	
*

	
8300 Medical Plaza Dr.


	  	  	
12/9/2005

	 	
Charlotte, NC  28216


	  	  	  	  	  
	  	  	  	  	  
	
750

	
Aero

	
National City Bank

	
*

	
3517 Nicholasville Road


	  	  	9/30/2005	  	
Lexington, KY  40503


	  	  	  	 	
Aakesh Patel


	  	  	  	
 

	
Ph.  859-281-5456


	  	  	  	  	
Fax.  859-281-5459


	  	  	  	  	
800-669-1518 Treasury Erica (valid.dep.tick)


	
751

	
Aero

	
M & T Bank

	
*

	
7900 Ritchie Highway,


	  	  	9/30/2005	  	
Glen Burnie, MD 21061


	  	  	  	 	
Heather Williams


	  	  	 	  	
Ph 410-787-1552


	  	  	  	  	Fax. 410-863-0873
	
752

	
Aero

	
Wachovia Bank

	
*

	
Four S. Main Str


	  	  	
10/27/2006

	
 

	
Coopersburg, PA


	  	  	  	  	
610-282-3012


	  	  	  	  	  
	  	  	  	  	  
	
753

	
Aero W

	
Wells Fargo Bank

	
*

	
140 Great Mall Drive


	  	  	
3/9/2005

	 	
Milpitas, CA  95035


	  	  	  	 	
Bree Philpott


	  	  	  	
 

	
Ph.  408-934-9625


	  	  	  	  	  
	
754

	
Aero

	
La Salle Bank Midwest

	
*

	
2600 W. Bigbeaver


	  	  	  	  	
Troy, MI  48084


	  	  	 	 	
Virgie Wilson


	  	  	  	 	
Ph. 248-816-4890


	  	  	  	  	  
	
755

	
Aero

	
Bank of America

	  	
2630 Dawson Road


	  	  	
4/27/2005

	
*

	
Albany, GA  31707


	  	  	  	 	
Gladys


	  	  	  	  	
Ph.  229-434-4580


	  	  	  	  	
Fax. 229-434-4583


	
756

	
Aero

	
BB & T Bank

	
*

	
2286 N. Dave Lyle Blvd


	  	  	
3/23/2005

	  	
Rock Hill, SC  29730


	  	  	  	 	
Eric Bowers


	  	  	  	
 

	
Ph.  803-366-3144


	  	  	  	 	  
	
757

	
Aero W

	
Farmers' State Bank

	
*

	
4444 1st Ave.


	  	  	
9/30/2005

	  	
Cedar Rapids, IA  52402


	  	  	  	 	
Joan Ironside


	  	  	  	
 

	
Ph.  319-395-0201


	  	  	  	 	
Fax.  319-294-6679


	
758

	
Aero

	
Wachovia Bank

	
*

	
Citadel Mall Financial Center


	  	  	
3/16/2005

	 	
828 Orleans Rd


	  	  	  	  	
Charleston, SC  29407


	  	  	  	  	
Craig Carver


	  	  	  	  	
Ph.  843-724-5184


	
759

	
Aero

	
Bank of America

	
*

	
826 Belmont St.


	  	  	
4/27/2005

	 	
Brockton, MA  02301


	  	  	  	  	
Tel.  800-841-4000


	  	  	  	  	  
	  	  	  	  	  
	
760

	
Aero W

	
Wells Fargo Bank

	
*

	
2334 Central Ave.


	  	  	
3/23/2005

	 	
Billings, MT  59102


	  	  	  	 	
JP Bouchereau


	  	  	  	
 

	
Ph.  406-652-8288









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  










 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
761

	
Aero W

	
Bank of America

	
*

	
2225 Quimby Road


	  	  	
9/9/2005

	 	
San Jose, CA  95122


	  	  	  	  	
Veronica Rubio or Mary Diaz


	  	  	  	  	
408-223-4481 fax. 408-971-5396


	
762

	
Aero

	
National City Bank

	
*

	
1366 Mall Run Road


	  	  	  	 	
Uniontown, PA  15401


	  	  	  	 	
Suan Lee


	  	  	  	
 

	
tel:  724-438-3400


	
763

	
Aero

	
United Bank

	
*

	
84 Crossroads Mall


	  	  	
3/23/2005

	 	
Mt. Hope, WV  25880


	  	  	  	
 

	
Matthew Whitener


	  	  	  	  	
Ph.  304-256-7280


	  	  	  	  	  
	
764

	
Aero

	
Bank of America

	
*

	
1401 N. University Drive


	  	  	
3/23/2005

	 	
Coral Springs, FL  33071


	  	  	  	  	
Sonia Canova


	  	  	  	  	
Ph.  954-341-0104


	  	  	  	  	  
	
765

	
Aero

	
AM South Bank

	
*

	
1000 Turtle Creek Drive


	  	  	5/4/2005	 	
Hattiesburg, MS  39402


	  	  	  	 	
Tel.  601-261-4270


	  	  	 	 	
Hunter Russum


	  	  	  	  	  
	
766

	
Aero

	
Bank of America

	
*

	
One Commercial Plaza


	  	  	
3/23/2005

	
 

	
Norfolk, VA  23510


	  	  	  	  	
Lenita Griffin


	  	  	  	  	
Ph.  757-441-4770


	  	  	  	  	  
	
767

	
Aero

	
American Bank

	
*

	
676 W. Johnson St


	  	  	
3/23/2005

	  	
Fond Due Lac, WI  54935


	  	  	  	 	
Diana Dehnel


	  	  	  	 	
Ph.  920-922-9292


	  	  	  	  	  
	
768

	
Aero W

	
Bank of America

	
*

	
4002 Tacoma Mall Blvd.


	  	  	
9/9/2005

	 	
Tacoma, WA  98409


	  	  	  	  	
Susan Bungert or Rowena Ly


	  	  	  	  	
Ph. 253-305-3145


	  	  	  	  	
Fax.  253-305-3148


	
769

	
Aero

	
Savanah Bank

	
*

	
1579 Clark Streeet Road


	  	  	
7/29/2005

	 	
Auburn, NY  13021


	  	  	  	 	
Danielle Kehoe


	  	  	  	  	
315-252-4551


	  	  	  	  	  
	
770

	
Aero

	
Chase Bank

	
*

	
4430 Labon Drive, Suite 346


	  	  	
9/30/2005

	  	
Garland, TX  75040


	  	  	  	 	
James W. Jennings


	  	  	  	
 

	
Ph.  972-530-3449 or 877-226-5663


	  	  	  	  	
Fax.  972-530-4194


	
771

	
Aero W

	
Wells Fargo Bank

	
*

	
890 W. Riverdale Rd


	  	  	
5/2/2005

	 	
Ogden, UT  84405


	  	  	  	 	
tel. 801-626-9761


	  	  	  	
 

	  
	  	  	  	  	  
	
772

	
Aero

	
US Bank

	
*

	
10959 Parallel Ave.


	  	  	
Dec 05 rolled to TRECS

	  	
Kansas City, KS  66109


	  	  	  	 	
Amy Hrabe


	  	  	  	
 

	
Ph.  913-334-9811


	  	  	  	  	
Fax. 913-334-9163


	
773

	
Aero

	
IBC Bank

	
*

	
130 East Travis St/


	  	  	
9/29/2005

	  	
San Antonio, TX  78205


	  	  	  	 	
David Solis


	  	  	  	 	
210-369-2943


	  	  	  	 	  







 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
774

	
Aero

	
IBC Bank

	
*

	
6001 Airport Blvd


	  	  	
3/4/2007

	  	
Austin , TX 78752


	  	  	  	 	
Lucila Rios


	  	  	  	
 

	
512-397-4542


	  	  	  	  	
fax 512-397-4549


	
775

	
Aero

	
Bank of America

	
*

	
5780 20th Street


	  	  	
6/10/2005

	 	
Vero Beach, FL  32966


	  	  	  	  	
Soula Planker


	  	  	  	  	
Ph.  772-564-8181


	  	  	  	  	
Fax.  772-569-2014


	
776

	
Aero

	
Chase Bank

	
*

	
350 Gause Blvd.


	  	  	
7/29/2005

	  	
Slidell,  lA  70458


	  	  	  	 	
Michelle Lingston


	  	  	  	
 

	
Ph.  985-847-0501


	  	  	  	  	
Fax.  985-649-6451


	
777

	
Aero W

	
Bank of America

	
*

	
19240 Northhoff St.


	  	  	
10/28/2005

	 	
Northridge, CA  91324


	  	  	  	  	
Dennis Mata


	  	  	
 

	  	
Ph.  818-885-4052


	  	  	  	  	
Fax. 818-885-4128


	
778

	
Aero W

	
Wells Fargo Bank

	
*

	
5120 Moreno St


	  	  	
23-Mar

	 	
Montclair, CA  91763


	  	  	  	 	
JP Bouchereau


	  	  	  	
 

	
Ph.  909-621-2900


	  	  	  	  	  
	
779

	
Aero

	
American National Bank

	
*

	
628 Main Street


	  	  	
9/9/2005

	 	
Danville, VA  24541


	  	  	  	 	
Beverly Scruggs or Rhonda


	  	  	  	 	
Ph.  434-773-2219 


	  	  	  	  	
Fax.  434-773-2207


	
780

	
Aero W

	
Wells Fargo Bank

	
*

	
200 B. Street


	  	  	  	  	
Santa Rosa, CA  95401


	  	  	  	 	
JP Bouchereau


	  	  	  	
 

	
Ph.  707-584-3114


	  	  	  	  	  
	
781

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/21/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
783

	  	
US Bank

	
*

	
14111 E Alameda Ave


	  	  	
7/29/2005

	 	
Aurora, CO 80012


	  	  	  	 	
Clara Gonzalez


	  	  	  	 	
303-344-1331


	
785

	
Aero

	
REGIONS BANK

	
*

	
30083 Woodrow Lane


	  	  	
2/3/2006

	 	
Daphne, AL  36527


	  	  	  	 	
Contina Woods


	  	  	  	 	
Ph. 251-431-8114


	  	  	  	  	
Fax. 251-431-8115


	
786

	
Aero

	
United Community Bank

	
*

	  
	  	  	  	 	  
	  	  	  	 	 
	  	  	  	 	 
	
787

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	  	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
788

	
Aero W

	
Bank of America

	
*

	
1234 So. Baldwin Ave.


	  	  	
9/23/2005

	 	
Arcadia, CA  91007


	  	  	  	  	
Edgar Chacon or Sylvia Evans


	  	  	  	  	
Ph.  626-578-5898


	  	  	  	  	
Fax.  626-578-5500









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
789

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	  	  	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	
790

	
Aero

	
BankNorth, NA

	
*

	
Bank of New Hampshire


	  	  	
Bank of New Hampshire

	 	
1249 Eastman Road


	  	  	
5/11/2005

	 	
North Conway, NH  03860


	  	  	  	
 

	
Tel.  603-356-6397


	  	  	  	  	
Chriss Butts


	
791

	
AeroW

	
Bank of America

	
*

	
100 N Broadway


	  	  	
5/23/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	  
	
792

	
Aero W

	
Bank of America

	
*

	
36900 Newark Blvd.


	  	  	
4/27/2005

	 	
Newark, CA  94560


	  	  	  	  	
Tel.  510-226-2780


	  	  	  	  	  
	  	  	  	  	  
	
793

	
Aero W

	
Bank of America

	
*

	
2200 W. Warm Springs Road


	  	  	  	 	
Las Vegas, NV  89019


	  	  	  	  	
Tel.  702-654-6339


	  	  	  	  	  
	  	  	  	  	  
	
794

	
Aero W

	
Bank of America

	
*

	
8815 Quil Ceda Blvd


	  	  	
7/22/2005 changed to 07/08/05

	
 

	
Tulalip, WA  98271


	  	  	  	  	
Angela Gothard/ Mike Peek


	  	  	  	  	
360-653-3467


	  	  	  	  	  
	
795

	
Aero W

	
Bank of America

	
*

	
1120 Texas Street


	  	  	  	 	
Fairfield, CA  94533


	  	  	  	  	
Tel.  707-438-2604


	  	  	  	  	  
	  	  	  	  	  
	
796

	
Aero W

	
Bank of The West

	
*

	
4932 Pacific Ave.


	  	  	
6/24/2005

	 	
Stockton, CA  95207


	  	  	  	 	
Sysaveuy Seeha


	  	  	  	
 

	
Tel.  209-957-2301


	  	  	  	  	
fax 209-957-2434 Diane Mcintosh


	
797

	
Aero

	
BB & T Bank

	
*

	
2500 E. Walnut Ave.


	  	  	
6/24/2005

	  	
Dalton, GA  30721


	  	  	  	 	
Rebecca Hudson


	  	  	  	
 

	
Tel. 706-217-3934


	  	  	  	  	 
	
798

	
Aero

	
Texas Bank & Trust

	
*

	
3622 McCann


	  	  	
6/24/2005

	  	
Longview, TX  75605


	  	  	  	 	
Tammy Gage


	  	  	  	 	
Ph.  903-237-5500


	  	  	  	 	
Fax.  903-234-4620


	
799

	
Aero

	
CBBC Bank

	
*

	
205 Foothills Mall


	  	  	
7/1/2005

	  	
Maryville, TN  37801


	  	  	  	 	
Melinda Neace


	  	  	  	 	
Ph: 865-977-5971


	  	  	  	 	
fax: 865-379-2507


	
800

	
Aero

	
United Community Bank

	
*

	
Hwy 53 West


	  	  	  	  	
Dawsonville, GA  30534


	  	  	  	 	
Tel.  706-265-3232


	  	  	  	 	  
	  	  	  	 	  
	
801

	
Aero

	
IBC Bank

	
*

	
10 Central Mall


	  	  	
7/1/2005

	  	
Lawton, OK  73501


	  	  	  	 	
Lawrell Sparkman


	  	  	  	
 

	
580-250-4127


	  	  	  	 	  







 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
802

	
Aero

	
PNC Bank

	
*

	
2010 Pitsburgh Blvd.


	  	  	
11/23/2005

	 	
Tarentu, PA  15084


	  	  	  	 	
Tel.  724-274-1100


	  	  	  	  	  
	  	  	  	  	  
	
803

	
Aero

	
Capital One

	
*

	
313 corondelet St., 6th fl


	  	  	  	
 

	
New Orleans, LA  70130


	  	  	
bank name was changed

	  	
Tammy W. Prats


	  	  	
5/1/2006

	  	
504-533-2905


	  	  	  	  	
800-562-9007 x 32905


	
804

	
Aero

	
Harris Bank

	
*

	
2609 East Main Street


	  	  	
merge on 05/12/2007

	  	
Plainfield, IN 46168


	  	  	First National Bank & Trust   	 	
Jim O' Bold


	  	  	10/2/2006	 	
Ph 317 839-3501 Ex 34


	  	  	  	  	
Fax 317-839-3944


	
805

	
Aero

	
Bank of America

	
*

	
1550 S. Clyde Morris Blvd


	  	  	
10/28/2005

	 	
Daytona Beach, FL


	  	  	  	  	
Brian Hills or Debbie Long


	  	  	  	  	
Ph. 386-238-0079


	  	  	  	  	
Fax.  386-239-0859


	
806

	
Aero W

	
Bank of America

	
*

	
2800 N. Main St


	  	  	
10/14/2005

	 	
Santa Ana, CA  92705


	  	  	  	 	
Christine Dougherty or Richard Naas


	  	  	  	
 

	
Ph.  714-285-4880


	  	  	  	  	
Fax.  714-285-4887


	
807

	
Aero

	
IBC, Inc.

	
*

	
6909 NE Loop 1604, Suite 01


	  	  	
9/16/2005

	 	
San Antonio, TX  78247


	  	  	  	
 

	
Christina Hernandez


	  	  	  	 	
Ph.  210-369-2922


	  	  	  	  	
Fax.  210-651-3462


	
808

	
Aero

	
South Carolina Bank & Trust

	
*

	
1328 Fording Island Road


	  	  	
10/5/2005

	 	
Bluffton, SC  29910


	  	  	  	  	
Attn:  Jenette Ariyibi


	  	  	  	  	
Ph.  843-837-2100


	  	  	  	  	  
	
809

	
Aero

	
AmSouth Bank

	
*

	
178 Paul Huff Pkwy


	  	  	9/30/2005	 	
Cleveland, TN  37312


	  	  	  	 	
LeeAnn Owenby


	  	  	 	
 

	
Ph.  423-479-9661


	  	  	  	  	
Fax.  423-472-2572


	
810

	
Aero

	
Chase Bank

	
*

	
6400 Grand Ave


	  	  	
10/28/2005

	  	
Gurnee, IL  60031


	  	  	  	 	
Ph.  847-782-3680


	  	  	  	 	
Fax.  847-855-0279


	  	  	  	  	
Nanette Brown


	
811

	
Aero W

	
Bank of America

	
*

	
4201 N. Oracle Road


	  	  	
9/30/2005

	 	
Tucson, AZ  85705


	  	  	  	  	
Cecilla Johnson or Andy Chasteen


	  	  	  	  	
PH.  520-408-6550


	  	  	  	  	
Fax.  520-690-1521


	
812

	
Aero W

	
Bank of America

	
*

	
18641 S. Gridley Road


	  	  	
10/28/2005

	 	
Cerritos, CA


	  	  	  	  	
Rod Hernandez or Snny Chauhan


	  	  	  	  	
Ph.  562-403-6252


	  	  	  	  	
Fax.  562-403-6254


	
813

	
Aero W

	
Chase Bank

	
*

	
10620 South State Street


	  	  	
12/20/2005

	 	
Sandy, UT  84070


	  	  	  	  	
Ph.  801-481-5551


	  	  	  	 	  
	  	  	  	
 

	  
	
814

	
Aero

	
First Citizens Bank

	
*

	
Jamil Johnson


	  	  	
6/3/2007

	  	
7101 Fayetteville Rd, PO Box 51399


	  	  	  	 	
Durham, NC 27707


	  	  	  	
 

	
919-489-3541 PH


	  	  	  	  	
919-419-0049 Fax









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
815

	
Aero

	
Sovereign Bank

	
*

	
376 Southbridge St.


	  	  	
10/21/2005

	 	
Auburn, MA  01501


	  	  	  	 	
Patrick Royce


	  	  	  	
 

	
Ph.  508-721-2540


	  	  	  	  	
Fax. 508-721-2546


	
816

	
Aero W

	
Wells Fargo Bank

	
*

	
6699 N. Landmark Drive


	  	  	
10/28/2005

	 	
Park City, UT  84098


	  	  	  	
 

	
Ph.  800-869-3557


	  	  	  	
 

	  
	  	  	  	  	  
	
817

	
Aero W

	
Union Bank of California

	
*

	
801 East Prosperity,Tulare CA 93274


	  	  	
6/7/2006

	 	
LeeAnn Martinho


	  	  	  	 	
559-688*2812


	  	  	  	 	  
	  	  	  	  	  
	  	  	  	  	  
	
818

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
3/10/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
819

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
5/23/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
820

	
Aero

	
Regions bank

	
*

	
4441 Central Ave


	  	  	
3/3/2006

	 	
Hot Springs, AR 71913


	  	  	  	 	
ph. 501-624-8860


	  	  	  	  	
fax. 501-624-8969


	
821

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
3/15/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	  	  	  	  	  
	
822

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
3/24/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
823

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
6/14/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	  	  	  	  	  
	  	  	  	  	  
	
824

	
Aero

	
First State

	
*

	
4979 Bill Gardner Pkwy.


	  	  	
3/17/2006

	 	
Locust Grove, GA 


	  	  	  	
 

	
ph. 770-507-9502


	  	  	  	  	
FAX. 770-914-2873


	
825

	
Aero

	
Comerica Bank

	
*

	
8850 Boedeker Str


	  	  	
4/7/2006

	  	
Dallas,TX


	  	  	
consolid account since 10/19/06

	 	
fax 214 890-0848


	  	  	  	 	
ph. 214-890-5106 ext 5136


	  	  	  	 	
Linda Burns


	  	  	  	  	  
	
826

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/7/2006

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
827

	
Aero

	
Amsouth Bank

	
*

	
2948 East Texas Str


	  	  	5/5/2006	 	
Bossier LA 71111


	  	  	  	 	
Ph 318- 674-3536


	  	  	 	 	
Sheren White


	  	  	  	  	  







 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
828

	
Aero

	
Liberty Bank

	
*

	
2901 East Highland Drive


	  	  	
3/29/2006

	 	
Jonesboro , AR 72403


	  	  	  	  	
Wayne Wolfe


	  	  	  	 	
fax. 870-931-0916


	  	  	  	
 

	
870-268-2318


	
829

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
3/31/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
830

	
Aero

	
Arvest Bank

	
*

	
401 N.Walnut


	  	  	
5/8/2006

	 	
PO BOX 160


	  	  	  	 	
Harrison ,AR 72601


	  	  	  	 	
Laura Shaw


	  	  	  	  	
870-391-5613   fax-870-391-5620


	
831

	
Aero

	
La Salle Bank

	
*

	
395 Briarwood  Cercle


	  	  	3/17/2006	  	
Ann Arbor MI 48108


	  	  	 	 	
Branda


	  	  	  	 	
fax 734-747-7629


	  	  	  	  	734-747-7610
	  	  	  	  	  
	
832

	
Aero

	
Regions Bank

	
*

	
8601 South Dixie  Hwy


	  	  	  	 	
Orlando Wesquez


	  	  	
4/14/2006

	  	
ph 305-665-1241


	  	  	  	 	
fax 305-665-4734


	  	  	  	 	  
	  	  	  	  	  
	
833

	
Aero

	
Wachovia bank

	
*

	
Columbiana Center


	  	  	
4/7/2006

	 	
333 Harbison Blvd.


	  	  	  	
 

	
Columbia , SC 29212


	  	  	  	  	
Leo Crumper


	  	  	  	  	
ph. 877-394-9089


	  	  	  	  	
fax. 803-253-6781


	  	  	  	  	  
	
834

	
Aero W

	
Washington Mutual

	
*

	
6951 Bolsa Ave.


	  	  	  	
 

	
Westminster, CA 92683


	  	  	
12/3/2007

	
 

	
Rain Urcia


	  	  	  	  	
Ph#714-934-2112  Fax#714-898-8573


	
835

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/7/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
836

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/14/2006

	 	
Wichita, KS 67202


	  	  	
open in kansas

	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
837

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/14/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	  	  	  	  	  
	
838

	
Aero W

	
Wells Fargo

	
*

	
2600 Newberg Hwy


	  	  	
4/14/2006

	 	
Woodburn, OR 97071


	  	  	  	
 

	
Brian Speer


	  	  	  	  	
fax 503-982-9922


	  	  	  	  	
ph.503-982-9922









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
839

	
Aero

	
Citizens National Bank

	
*

	
1199 Bonita Lakes Circle


	  	  	
4/14/2006

	  	
Meridian, MS 39301


	  	  	  	 	
Regina Tims


	  	  	  	
 

	
601-484-5337


	  	  	  	  	
601-484-5341


	  	  	  	  	  
	
840

	
Aero

	
Regions Bank

	
*

	
1300 W Poplar Ave


	  	  	
3/31/2006

	 	
Collerville , TN


	  	  	  	  	
Bridget Ely


	  	  	  	 	
ph 901 853-7980 ex 22


	  	  	  	
 

	
fax 901 853 7987


	  	  	  	  	  
	
841

	
Aero

	
First National Bank

	
*

	
2511 Trimmier Road


	  	  	
3/31/2006

	 	
Killeen , TX 76543


	  	  	  	 	
Ph. 254-554-4254


	  	  	  	 	
Fax. 254-634-2661 


	
842

	
Aero

	
Chase Bank

	
*

	
1345 N.Town East Blvd


	  	  	
2/4/2007

	 	
Mesquite, TX 75150


	  	  	  	 	
Erika Dunham 972-270-2067


	  	  	  	  	
fax 972-681-0326


	
843

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/28/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	  	  	  	  	  
	
844

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/28/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
845

	
Aero

	
MB Financial Bank

	
*

	
1400 Sixteenth St.


	  	  	  	  	
Oak Brook,IL 60523


	  	  	
11/20/2007

	 	
Michael


	  	  	  	
 

	
ph 630-203-2724


	  	  	  	  	
fax 630-571-0065


	
846

	
AeroW

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/28/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
847

	
Aero

	
American Gateway

	
*

	
2020 South Burnfide


	  	  	
4/28/2006

	 	
Gonzales, LA 70737


	  	  	  	  	
Nicolle Theel


	  	  	  	  	
225-647-4921


	  	  	  	  	
fax 225 644 6411


	
848

	
Aero

	
Bremer Bank

	
*

	
1715 W County Rd B2


	  	  	
6/23/2006

	 	
Roseville, MN 55113


	  	  	  	
 

	
Matt Flannery


	  	  	  	 	
ph 651 288-3885


	  	  	  	  	
fax 651 288-3896


	
849

	
Aero W

	
Wells Fargo Bank

	
*

	
1864 Blue Lakes Blvd


	  	  	
5/12/2006

	 	
Twin Falls , ID 83301


	  	  	  	 	
Path Barcley


	  	  	  	
 

	
fax 303 791-2558


	  	  	  	  	
ph 303 470-8908


	
850

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
5/24/2006

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
851

	
Aero

	
Irwin Untion Bank

	
*

	
Amy Olmstead


	  	  	6/23/2006	  	
2531 Eastbrook Plaza


	  	  	 	 	
Columbus, IN 47201


	  	  	  	  	
PH 812-376-1992


	  	  	  	  	
FAX 812-376-1609









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  










 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
852

	
Aero W

	
Wells Fargo Bank

	
*

	
1798 Hitt Road


	  	  	
5/5/2006

	 	
Idaho, ID 83404


	  	  	  	
 

	
Pat Barcley


	  	  	  	
 

	
fax 303 791-2558


	  	  	  	  	
ph 303 470-8908


	
853

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
6/30/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
854

	
Aero

	
Chase Bank

	
*

	
3732 Irving Mall


	  	  	
6/15/2006

	 	
Irving , TX 75062


	  	  	  	 	
Kenard 972-255-8556


	  	  	  	
 

	
fax 972-258-4040


	
855

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/21/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
856

	
Aero W

	
Chase Bank

	
*

	
7352 South Plaza Center Drive


	  	  	
6/16/2006

	 	
West Jordan, UT 84084


	  	  	  	  	
Trevor Weeks ph 801-280-6763


	  	  	  	  	
fax 801-280-6815


	  	  	  	  	 
	
857

	
Aero W

	
Wells Fargo Bank

	
*

	
100 West Burnsville Parkway


	  	  	  	
 

	
Burnsville, MN 55337


	  	  	
5/26/2006

	 	
Ann Wood


	  	  	  	
 

	
612 316-1534 ph


	  	  	  	  	
612 316-3797 fax


	
858

	
Aero

	
US Bank

	
*

	
1350 Euclid Ave,


	  	  	
11/2/2006

	 	
Cleveland , OH 44115


	  	  	  	 	
Bath Ladd,                  Diane


	  	  	  	 	
216 902-7858 ph      216-623-9248


	  	  	  	  	
216 623-9303 fax


	
859

	
Aero

	
Community Bank and Trust

	
*

	
800 Steven B.Tanger Blvd


	  	  	  	 	
Commerce,GA 30529


	  	  	
6/2/2006

	
 

	
Ph 706-336-3202


	  	  	  	  	
fax 706-335-1986


	
860

	
Aero W

	
Wells Fargo

	
*

	
Beau Jeppesen


	  	  	
8/8/2006

	 	
4920 South State Str


	  	  	  	  	
Murray, UT 84107


	  	  	  	 	
801-293-9470


	  	  	  	 	
801-263-2075 FAX


	
861

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/21/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
862

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
5/30/2006

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
863

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
5/23/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
864

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
5/23/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	  	  	  	  	  
	
865

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
5/23/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
866

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
4/28/2006

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
867

	
Aero

	
Hillcrest Bank

	
*

	
11111 W 95th Str,


	  	  	
6/30/2006

	  	
Overland Park, KS 66214


	  	  	  	 	
Jillian Brewer


	  	  	  	 	
ph 913 324-6149


	  	  	  	  	
fax 913 324-6191


	
868

	
Aero

	
SunTrust Bank

	
*

	
775 E Merritt Island Causeway Suite 100


	  	  	  	 	
Merritt Island, FL 32952


	  	  	
7/28/2006

	  	
Ann Prince


	  	  	  	 	
ph. 321-459-3315


	  	  	  	
 

	
fax 321-452-8907


	  	  	  	  	  
	
869

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
6/30/2006

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
870

	
Aero

	
PNC Bank

	
*

	
9W. Chocolate Ave.


	  	  	
9/15/2006

	  	
Hershey, PA 17033


	  	  	  	 	
Karen Prickett


	  	  	  	
 

	
ph.717-534-3201


	  	  	  	  	
fax.717-534-3231


	
871

	
Aero

	
Fidelity Deposit & Discount Bank

	
*

	
4010 Birney Ave


	  	  	
3/29/2007

	 	
Moosic, PA 18507


	  	  	  	 	
Phone: 570-504-0790


	  	  	  	
 

	
Fax: 570-504-0793


	  	  	  	 	
Casey Egan


	
872

	
Aero

	
Chase Bank

	
*

	
1111 N IH-35


	  	  	
8/3/2006

	  	
Round Rock, TX 78664


	  	  	  	 	
Peggy Smith


	  	  	  	
 

	
ph 512-244-8550


	  	  	  	  	
fax 512-218-8830


	
873

	
Aero

	
Wachovia Bank

	
*

	
9700 Corckscrow Rd


	  	  	
11/10/2006

	
 

	
Estero, FL 33928


	  	  	  	  	
Joann 239-495-5240


	  	  	  	  	  
	
874

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
7/14/2006

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
875

	
Aero

	
First Citizens Bank

	
*

	
131 Forum Driva


	  	  	
2/1/2007

	
 

	
Columbia, SC 29229


	  	  	  	  	
Adam Kreswell


	  	  	  	  	
803-788-8815


	
876

	
Aero

	
Metropolitan Bank

	
*

	
3701 Pinnocall Hill Parkway


	  	  	
10/4/2006

	 	
Rogers, AR 72758


	  	  	  	
 

	
Ph 479-845-4740,Lyn Mick


	  	  	  	  	
Fax 479-845-4790


	
877

	
Aero

	
Flagstar Bank

	
*

	
9332 Lee Road


	  	  	
10/2/2006

	 	
Brighton, MI 48116


	  	  	  	
 

	
Liz Houston , ph 810-229-6483


	  	  	  	  	
fax 810-229-6593


	
878

	
Aero

	
Fifth Third Bank

	
*

	
1365 Michigan , WaterVill, OH 43566


	  	  	
10/3/2007

	 	
Donald Firsdon


	  	  	  	 	
ph:419-878-9015


	  	  	  	  	
fax: 419-878-3682


	
879

	
Aero

	


National City Bank



	
*

	
3979 Indian Ripple Rd.


	  	  	8/24/2006	  	
Beavercreek, OH 45440


	  	  	 	
 

	
Karl Borchers


	  	  	 	 	
ph. 937-426-2632


	  	  	  	  	
fax. 937-426-2695









 


 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.


 











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
880

	
Aero W

	
Bank of America

	
*

	
100 N Broadway


	  	  	
10/6/2006

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
881

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
11/17/2006

	
 

	
Wichita, KS 67202


	  	  	
open in kansas

	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
882

	
Aero

	
Long Star National Bank

	
*

	
214 South Texas Blvd.


	  	  	
11/2/2006

	  	
Weslaco, Texas 78596


	  	  	  	 	
Judy Haws


	  	  	  	
 

	
ph. 956-973-7701


	  	  	  	  	
fax. 956-973-7707


	
883

	
Aero

	
US Bank

	
*

	
1350 Euclid Ave,


	  	  	
9/22/2006

	 	
Cleveland , OH 44115


	  	  	  	 	
Bath Ladd


	  	  	  	 	
216 902-7858 ph


	  	  	  	  	
216 623-9303 fax


	
884

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
9/8/2006

	 	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
885

	
Aero

	
BB & T Bank

	
*

	
Mary Brannigan


	  	  	
9/27/2007

	 	
2941 N Poinciana Blvd


	  	  	  	  	
Kissimmee, FL 34746


	  	  	 	 	
FAX: 407-397-7500


	  	  	  	
 

	
PH: 407-397-7400


	  	  	  	  	  
	
886

	
Aero

	
Hancock Bank

	
*

	
10496 Hwy. 49


	  	  	
9/8/2006

	  	
Gulfport, MS 39503


	  	  	  	 	
ph. 228-831-2143


	  	  	  	
 

	
fax. 228-328-2360


	  	  	  	  	
Terry Waldrop


	
887

	
Aero

	
Bank of America

	
*

	
100 N Broadway


	  	  	
9/22/2006

	
 

	
Wichita, KS 67202


	  	  	  	  	
Ph. 888-852-5000


	  	  	  	  	
fax. 316-261-4446


	
888

	
Aero

	
IBC Bank

	
*

	
1200 San Bernardo Ave


	  	  	
3/16/2007

	 	
Laredo, Texas


	  	  	  	
 

	
Andreana Huddleston ph 956-422-7611


	  	  	  	 	
fax 956-726-6660


	
889

	
Aero

	
Regions Bank

	
*

	
429 Main Str.


	  	  	
3/1/2007

	
 

	
Trussville, AL 35173


	  	  	  	 	
Lisa Baker ph: 205-326-7546


	  	  	  	  	
fax 205-326-7743


	
890

	
Aero

	
Chevy Chase Bank

	
*

	
604 Potomac Station Drive


	  	  	
5/4/2007

	
 

	
Leesburg, VA 20176


	  	  	  	  	
Salma Azhar ph : 703-669-2209


	  	  	  	  	
fax : 703-669-2218


	
891

	
Aero

	
Queenstown Bank of Maryland

	
*

	
P.O. Box 120


	  	  	
3/30/2007

	  	
Queenstown, MD 21658


	  	  	  	 	
Phone: 410-827-8881


	  	  	  	 	
fax: 410-827-8190


	  	  	  	  	
Janet Such


	
892

	
Aero W

	
Wells Fargo Bank

	
*

	
1578 Howe Ave


	  	  	
4/6/2007

	 	
Sacramento, CA


	  	  	  	 	
Kappie ph: 916-565-4904


	  	  	  	 	
fax 916-564-7648


	  	  	  	  	 







 



 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.




 





  





  











  









Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
893

	
Aero

	
First National Bank

	
*

	
3801 FairWay Blvd


	  	  	
3/23/2007

	  	
Wichita Falls, TX


	  	  	  	 	
Tracy Elrod


	  	  	  	
 

	
phone 817-481-0158


	  	  	  	  	
fax 817-481-0698


	
894

	
Aero

	
Washington Mutual Bank

	
*

	
3850 Truxel Rd.


	  	  	4/13/2007	  	
Sacramento, CA 95834


	  	  	 	 	
John Durmanich


	  	  	  	  	
Ph: 916-574-9620 opt 3, fax 916-574-9629


	
895

	
Aero

	
Wilson Bank & Trust

	
*

	
200 Tennessee Blvd


	  	  	
4/13/2007

	 	
Lebanon, TN 37087


	  	  	  	
 

	
Katha Wrye  ph: 615-443-6178


	  	  	  	  	
fax 615-443-6284


	
896

	
Aero

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
4/6/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433


	
897

	
Aero

	
BB&T Bank

	
*

	
3001 Watson Blvd.


	  	  	
4/13/2007

	 	
Warner Robins, GA 31093


	  	  	  	 	
Michelle Britt   ph: 478-953-8251


	  	  	  	 	
fax: 478-971-1063


	
898

	
Aero

	
First Citizens Bank

	
*

	
940 Mall Loop Road , Higth Point, NC 27262


	  	  	
4/27/2007

	 	
Barbara Thacker


	  	  	  	
 

	
ph: 336-883-3765


	  	  	  	  	
fax: 336-883-8087


	
899

	
Aero

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
4/6/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433


	
900

	
Aero West

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
5/18/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433


	
901

	
Aero

	
Wachovia

	
*

	
Judy Gonsales


	  	  	
5/4/2007

	
 

	
ph 800-590-7868 team 600 ext 47758


	  	  	  	  	
fax 866-842-0585


	  	  	  	  	
336-625-8565 Tina


	
902

	
Aero

	
Guaranty Bank

	
*

	
102 A HIghway 332 West


	  	  	5/25/2007	 	
Lake Jackson, TX 77566


	  	  	  	
 

	
Kim Denton 979-297-1151


	  	  	  	  	
fax 979-299-6934


	
903

	
Aero

	
Wachovia

	
*

	
Judy Gonsales


	  	  	
5/25/2007

	
 

	
ph 800-590-7868 team 600 ext 47758


	  	  	  	  	
fax 866-842-0585


	  	  	  	  	  
	
904

	
Aero

	
Washington Mutual 

	
*

	
741 E. Boughton Rd


	  	  	4/27/2007	 	
Bolingbrook, IL 60440


	  	  	 	  	Delores Alexandra
	  	  	  	 	ph# 630-783-8264
	  	  	  	
 

	fax: 630-783-8417  
	
905

	
Aero

	
Chase Bank

	
*

	
2280 Str Rd 44


	  	  	
4/20/2007

	 	
Osh Kosh, WI 54904


	  	  	  	
 

	
Sonia 920-236-3900


	  	  	  	  	
fax 920-231-7818


	
906

	
Aero

	
Columbia State Bank

	
*

	
1301 A Street


	  	  	
4/27/2007

	
 

	
Tacoma , WA 98402


	  	  	  	
 

	
Michelle  ph 253-939-9800


	  	  	  	  	
fax: 253-833-2476


	
907

	
Aero

	
Northway Bank

	
*

	
5 Market Str.


	  	  	
4/20/2007

	
 

	
Tilton, NH 03276


	  	  	  	  	
Jenny Williams 603-286-4344


	  	  	  	  	
fax 603-286-4151









 



* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.




 





  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
908

	
Aero

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
5/18/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	
909

	
Aero

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
5/11/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433


	
910

	
Aero West

	
Wells Fargo

	
*

	
66 West Springer Drive


	  	  	
5/11/2007

	 	
Highlands Ranch, CO 80129


	  	  	  	 	
Pat Barclay 303-470-8908


	  	  	  	
 

	  
	
911

	
Aero

	
SunTrust Bank

	
*

	
Brandy M Young  ph : 757-465-1387


	  	  	
4/13/2007

	
 

	
fax: 757-465-1449


	  	  	  	 	
4113 Portsmouth Blvd


	  	  	  	 	
Chesapeake, VA 23321


	
912

	
Aero

	
Bank of the West

	
*

	
10050 CoorsBy Pass


	  	  	
5/18/2007

	  	
Albauquerque, NM 87114


	  	  	  	 	
Heisel or Shain Whitlock


	  	  	  	 	
ph:505-792-0726


	  	  	  	
 

	
fax: 505-792-0781


	
913

	
Aero West

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
6/1/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	
914

	
Aero

	
Arvest Bank

	
*

	
4500 N Harrison


	  	  	
9/7/2007

	
 

	
Shawnee , OK 74804


	  	  	  	  	
Sonia Ryan


	  	  	  	  	
405-214-1355, fax 405-214-1289


	
915

	
Aero W

	
Washington Mutual

	
*

	
1261 West Ave. P, Palmdale, CA 91351


	  	  	5/18/2007	 	
Irene Sagarang


	  	  	
 

	 	
ph: 661-267-5801*3


	  	  	  	
 

	
fax: 661-267-5807


	
916

	
Aero W

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
6/15/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	
917

	
Aero

	
Citizens Bank & Trust

	
*

	
Highway 27, Lake Wales, FL 33859


	  	  	
5/25/2007

	 	
Carlie Cosce


	  	  	  	 	
ph: 863-676-7631


	  	  	  	 	
fax: 863-676-1734


	
919

	
Aero

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
6/8/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	
920

	
Aero

	
Hickory Point Bank

	
*

	
1401 W hickory Point Drive


	  	  	
6/8/2007

	 	
Forsyth, IL 62535


	  	  	  	 	
Misty Lee, ph:217-875-3131


	  	  	  	  	
fax: 217-872-3904


	
921

	
Aero

	
SunTrust Bank

	
*

	
11200 South Orange Blossom Trail


	  	  	
8/10/2007

	 	
Orlando, FL 32837


	  	  	  	 	
Heidi ph: 407-858-1274*4


	  	  	  	 	
fax: 407-851-8249


	
922

	
Aero

	
Bank of America

	
*

	
50 Morrissey Blvd.


	  	  	  	  	
Dorchester, MA 02125


	  	  	
open 10/25/07

	 	
Frank W. Tarara


	  	  	  	  	
1-800-654-8503 ext.5630









 



* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.




 





  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
924

	
Aero

	
Susquehanna Bank

	
*

	
366 Hartman Bridge Rd.


	  	  	  	 	
Ronks, PA 17572


	  	  	
11/18/2007

	 	
Rina Coulter


	  	  	  	
 

	
717-687-8454


	  	  	  	 	  
	
925

	
Aero

	
Wells Fargo

	
*

	
66 West Springer Drive


	  	  	
10/11/2007

	 	
Highlands Ranch, CO 80129


	  	  	  	 	
Pat Barclay 303-470-8908


	  	  	  	
 

	  
	
926

	
Aero

	
Wachovia

	
*

	
Judy Gonsales


	  	  	
5/11/2007

	
 

	
ph 800-590-7868 team 600 ext 47758


	  	  	  	  	
fax 866-842-0585


	
927

	
Aero

	


Bank of America



	
*

	
2200 E. Warmsprings Rd.


	  	  	11/14/2007	 	
Las Vegas, NV 89123


	  	  	 	 	
Kerri Pedroza


	  	  	  	  	
702-654-6340 fax # 702-654-6351


	
929

	
Aero

	
Wells Fargo

	
*

	
66 West Springer Drive


	  	  	
7/27/2007

	 	
Highlands Ranch, CO 80129


	  	  	  	
 

	
Pat Barclay 303-470-8908


	
930

	
Aero

	
Wells Fargo

	
*

	
66 West Springer Drive


	  	  	
10/12/2007

	 	
Highlands Ranch, CO 80129


	  	  	  	 	
Pat Barclay 303-470-8908


	  	  	  	
 

	  
	
931

	
Aero

	


Wells Fargo



	
*

	
66 West Springer Drive


	  	  	8/7/2007	 	
Highlands Ranch, CO 80129


	  	  	 	 	
Pat Barclay 303-470-8908


	  	  	  	 	 
	
932

	
Aero

	
First Tennessee Bank

	
*

	
11685 Parkside Drive


	  	  	
8/10/2007

	  	
Knoxville, TN 37934


	  	  	  	 	
Tammy Ailey


	  	  	  	
 

	
ph: 865-671-6671


	  	  	  	  	
fax: 865-671-6730


	
933

	
Aero

	
Chase Bank

	
*

	
201 East Main Street


	  	  	
3/31/2007

	  	
Lexington, KY 40507


	  	  	  	 	
Phone: 859-231-2696


	  	  	  	
 

	
Fax: 859-231-2917


	  	  	  	  	
Matthew Orr


	
934

	
Aero

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
4/27/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433


	
935

	
Aero

	
Legacy Bank

	
*

	
76 Park Street, Lee, MA 01238


	  	  	
5/4/2007

	 	
Louise Lucchese


	  	  	  	
 

	
ph 413-243-4126


	  	  	  	  	
fax: 413-243-4813


	
936

	
Aero

	
American National Bank of Texas

	
*

	
Tammy Hoggatt


	  	  	4/27/2007	 	
720 S Greenville Ave, Allen, TX 75002


	  	  	 	 	
ph: 214-863-5945


	  	  	  	 	
fax: 214-863-6175


	
937

	
Aero W

	
CitiBank

	
*

	
4050 W.Metropolitan Dr


	  	  	
8/24/2007

	 	
Orange, CA 92868


	  	  	  	 	
Juana Rivero  714-938-0379


	  	  	  	  	
fax 714-938-0379


	
938

	
Aero

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
5/25/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433


	
939

	
Aero W

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
6/15/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 


 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
940

	
Aero

	
Commerce Bank

	
*

	
114 th &Nall , Leawood, KS 66211


	  	  	
6/8/2007

	 	
Ph: 816-234-1760


	  	  	  	
 

	
Fax: 417-837-5289


	  	  	  	  	
Alyssa Blackwell


	
941

	
Aero

	
Bank of America

	
*

	
534 S Kansas Ave


	  	  	
4/27/2007

	
 

	
Topeka, KS 66603


	  	  	  	  	
Kathy Kinsch


	  	  	  	  	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433


	
942

	
Aero

	


Bank of America



	
*

	
534 S Kansas Ave


	  	  	7/13/2007	  	
Topeka, KS 66603


	  	  	 	 	
Kathy Kinsch


	  	  	  	 	
888-852-5000 ext 4751


	  	  	  	  	
fax 785-295-3433


	
943

	
Aero

	
Susquehanna Bank

	
*

	
963 National Highway


	  	  	
7/20/2007

	
 

	
Lavale, MD 21502


	  	  	  	 	
Randall K.Sterne


	  	  	  	  	
ph: 301-777-4747


	  	  	  	  	
fax: 301-729-5432


	
944

	
Aero

	
Citibank

	
*

	
4511 N Midkiff B1 A


	  	  	
9/7/2007

	 	
Midland, TX 79705


	  	  	  	 	
Galle Aparicio ph :432-697-4178


	  	  	  	 	
fax: 432-697-0711


	
945

	
Aero

	
Chase Bank

	
*

	
2370 Justin Road , Lewisville TX


	  	  	
9/28/2007

	 	
972-966-2756


	  	  	  	 	
fax: 972-966-2209 Ammy Shults


	
946

	
Aero

	
Harris Bank

	
*

	
101 Burr Ridge Pkwy


	  	  	  	  	
Burr Ridge, IL 60527


	  	  	
11/9/2007

	 	
Naomi & Julia


	  	  	  	 	
630-323-4000 ext-6901 or 2100


	  	  	  	  	
fax# 630-887-7319


	
947

	
Aero

	
Wachovia Bank

	
*

	
Judy Gonsales


	  	  	
9/27/2007

	
 

	
ph 800-590-7868 team 600 ext 47758


	  	  	  	  	
fax 866-842-0585


	  	  	  	  	  
	
948

	
Aero

	
IBC Bank

	
*

	
2310 SW Military Dr Ste 216


	  	  	
10/12/2007

	 	
San Antonio, TX 78224


	  	  	  	
 

	
Isabel Bravo 210-518-2558


	  	  	  	  	
fax 210-927-3374


	
949

	
Aero

	
Trustco Bank

	
*

	
34 Wolf Road


	  	  	
9/28/2007

	 	
Albany, NY 12205


	  	  	  	 	
518-458-7761, FAX 518-458-8779


	  	  	  	  	
Jacky Dushensky


	
950

	
Aero

	
US Bank

	
*

	
1350 Euclid Ave,


	  	  	
5/25/2007

	 	
Cleveland , OH 44115


	  	  	  	  	
Bath Ladd


	  	  	  	 	
216 902-7858 ph


	  	  	  	 	
216 623-9303 fax


	
951

	
Aero

	
Wachovia Bank

	
*

	
Judy Gonsales


	  	  	
9/7/2007

	
 

	
ph 800-590-7868 team 600 ext 47758


	  	  	  	  	
fax 866-842-0585


	  	  	  	  	  
	
952

	
Aero

	
BB & T Bank

	
*

	
11704 West Broad Str


	  	  	  	  	
Richmond, VA 23233


	  	  	  	 	
Kathy Schemale


	  	  	  	
 

	
ph: 804-553-5947


	  	  	  	 	
fax: 804-553-2963


	
953

	
Aero

	
Wells Fargo

	
*

	
66 West Springer Drive


	  	  	
9/28/2007

	 	
Highlands Ranch, CO 80129


	  	  	  	 	
Pat Barclay 303-470-8908


	  	  	  	
 

	  
	
954

	
Aero

	
Wells Fargo

	*	
66 West Springer Drive


	  	  	
7/20/2007

	 	
Highlands Ranch, CO 80129


	  	  	  	 	
Pat Barclay 303-470-8908


	  	  	  	
 

	  







 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  








 



Aeropostale Stores’ Depository Bank Accounts







12/6/07




 



	
STORE

	
 

	
 

	  	  
	
 #

	
 

	
BANK NAME

	
ACCOUNT#

	
ADDRESS










	
955

	
Aero

	


Wells Fargo



	
*

	
66 West Springer Drive


	  	  	7/20/2007	 	
Highlands Ranch, CO 80129


	  	  	 	 	
Pat Barclay 303-470-8908


	  	  	  	
 

	 
	
956

	
Aero

	
Bank of Colorado

	
*

	
4848 Thompson Prky Suite 100


	  	  	
8/17/2007

	 	
Johnstown, CO 80534


	  	  	  	
 

	
Sandra Chapman  ph: 970-679-7405


	  	  	  	  	
fax: 970-663-7600


	
957

	
Aero

	
Wachovia

	
*

	
Jennifer Daley


	  	  	  	  	
1-800-590-7868 Team 600 ext 85743


	  	  	
10/24/2007

	
 

	
fax: 866-842-0585


	  	  	  	  	  
	
958

	
Aero

	
Wells Fargo

	
*

	
66 West Springer Drive


	  	  	  	 	
Highlands Ranch, CO 80129


	  	  	
10/24/2007

	 	
Pat Barclay 303-470-8908


	  	  	  	 	  
	
959

	
Aero

	
Wachovia Bank

	
*

	
Judy Gonsales


	  	  	
9/21/2007

	
 

	
ph 800-590-7868 team 600 ext 47758


	  	  	  	  	
fax 866-842-0585


	  	  	  	  	  
	
962

	
Aero

	
Citizens Bank

	
*

	
965 Oaklawn Ave


	  	  	
10/3/2007

	 	
Granston, RI


	  	  	  	 	
Marlin Volino ph: 401-275-6491


	  	  	  	  	
fax: 401-275-6494









 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.











  





  











  










Jimmy'Z Stores' Depository Bank Accounts


12/6/2007







	
STORE

	  	  	  	
 


	
 #

	
DIV

	
BANK NAME

	
ACCOUNT#

	
ADDRESS


	
2011

	
Jimmy'Z

	
Wachovia Bank

	
*

	
314 Exton Square Parkway


	  	  	
7/14/2005

	 	
Exton, PA  19341


	  	  	  	  	  
	  	  	  	 	  
	  	  	  	  	  
	
2012

	
Jimmy'Z

	


Wells Fargo Bank



	
*

	  800-225-5935
	  	  	7/14/2005	  	  
	  	  	 	 	 
	  	  	  	 	 
	  	  	  	  	 
	
2013

	
Jimmy'Z

	
Bank of America

	
*

	
Groves at Royal Palm


	  	  	
7/1/2005

	 	
131 S. State Road 7


	  	  	  	  	
Wellington, FL


	  	  	  	  	
Mary Ann Giola


	  	  	  	  	
561-790-7807


	
2014

	
Jimmy'Z

	
Bank of America

	
*

	
The Woodlands


	  	  	
7/14/2005

	
 

	
1255 Lake Woodlands Drive


	  	  	
order dep 10/28

	  	
The Woodlands, TX


	  	  	  	  	
Katrina Johnson


	  	  	  	  	
281-362-4200


	
2015

	
Jimmy'Z

	
Bank One

	
*

	
600 N. Meacham Road


	  	  	
7/14/2005

	 	
Schaumburg, IL  60173


	  	  	  	  	
Mary Sparks


	  	  	  	  	
847-240-6460


	  	  	  	  	  
	
2016

	
Jimmy'Z

	
Highland Bank

	
*

	
322 West Market


	  	  	
7/14/2005

	 	
Bloomington, MN  55425


	  	  	  	  	
Nora Lleras


	  	  	  	  	
952-853-0216


	  	  	  	  	  
	
2017

	
Jimmy'Z

	
Frost Bank

	
*

	
221 Wonder World Drive


	  	  	
9/2/2005

	 	
San Marcos, TX  78667-0649


	  	  	  	  	
Ph. 512-393-5647


	  	  	  	  	
Fax. 512-393-5721


	  	  	  	  	
Barbara Castleberry


	
2018

	
Jimmy'Z

	
National City Bank

	
*

	
201 South Broad St.


	  	  	
8/26/2005

	  	
Grove City, PA  16127


	  	  	  	 	
Karen Palmer


	  	  	  	 	
Ph. 724-458-9250


	  	  	  	 	
Fax 724-458-0567


	
2019

	
Jimmy'Z

	
First Commonwealth Bank

	
*

	
136 Logan Valley Mall


	  	  	
10/28/2005

	 	
Altoona, PA  16602


	  	  	  	  	
Lori Horne


	  	  	  	  	
Ph.  814-944-4644


	  	  	  	  	
Fax.  814-946-4723







 


* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.




 





  





  











  








 








	
2020

	
Jimmy'Z

	
Bank of America

	
*

	
8100 Forsyth Blvd


	  	  	
10/28/2005

	 	
Clayton, MO


	  	  	  	  	
Corina Foy or Rose Gaynor


	  	  	  	  	
Ph.  314-466-0484


	  	  	  	  	
Fax. 314-863-0457


	
2021

	
Jimmy'Z

	
Chase Bank

	
*

	
4401 West Wisconsin Ave.


	  	  	
10/28/2005

	 	
Appleton, WI  54913


	  	  	  	  	
Barbara Wege or Josh Maddix


	  	  	  	 	
Ph.  920738-9000


	  	  	  	 	
Fax.  920-738-9988


	
2022

	
Jimmy'Z

	
Wachovia Bank

	
*

	
2000 South Hawthorne Rd


	  	  	
10/28/2005

	 	
Wiston-Salem, NC  27103


	  	  	  	  	
Betty Dulin


	  	  	  	  	
Ph.  336-765-0414


	  	  	  	  	
Fax.  336-768-9775


	
2023

	
Jimmy'Z

	
Bank of America

	
*

	
800 Sixth Ave.


	  	  	
10/28/2005

	 	
New York, NY  10001


	  	  	  	  	
Paul Kenney or Jing Ye


	  	  	  	  	
Ph.  212-684-1541


	  	  	  	  	
Fax. 212-251-2677


	
2024

	
Jimmy'Z

	
First Tenneessee Bank

	
*

	
2301 E. Andrew Johnson Hwy


	  	  	
10/28/2005

	 	
Morristown, TN  37814


	  	  	  	  	
Ph.  423-586-8021


	  	  	  	  	
Fax.  423 585 5590


	  	  	  	  	
Nancy Carpenter









 




 



* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.












 




  





  











  











 


Exhibit 7-2







Credit Card Arrangements












The Loan Parties currently have the following credit card agreements in place:








	
1)  

	
Aeropostale, Inc. First Data Merchant Services (merchant number: *)













	
2)  

	
Jimmy’Z Surf Co., Inc.: First Data Merchant Services (merchant number: *)













	
3)  

	
Aeropostale, Inc. and Jimmy’Z Surf Co., Inc.: American Express (merchant number: *)













	
4)  

	
Aeropostale, Inc. and Jimmy’Z Surf Co., Inc.: Discover Card (merchant number: *)












None of the above agreements are currently evidenced by a writing.  However, the Loan Parties are in process of acquiring written documentation to evidence each of the above agreements, which shall be immediately furnished to Lender upon completion.












1062846.1






















* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 10-Q/A.