exv10w1



 





CREDIT AGREEMENT


dated as of

November 22, 2005


 




PIER 1 IMPORTS (U.S.), INC.


PIER 1 KIDS, INC.


THE BORROWERS


BANK OF AMERICA, N.A.

As Administrative Agent and Collateral Agent


THE LENDERS


NAMED HEREIN


WELLS FARGO RETAIL FINANCE, LLC and WACHOVIA BANK, NATIONAL

ASSOCIATION

as Co-Syndication Agents, and


HSBC BANK USA, NA and JPMORGAN CHASE BANK, N.A.

as Co-Documentation Agents


And


BANC OF AMERICA SECURITIES LLC

as Arranger



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TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01 Definitions
	 	 	1	 
	SECTION 1.02 Terms Generally
	 	 	38	 
	SECTION 1.03 Accounting Terms; GAAP
	 	 	39	 
	 
	 	 	 	 
	ARTICLE II Amount and Terms of Credit
	 	 	39	 
	 
	 	 	 	 
	SECTION 2.01 Commitment of the Lenders
	 	 	39	 
	SECTION 2.02 Increase in Total Commitments
	 	 	40	 
	SECTION 2.03 Reserves; Changes to Reserves
	 	 	41	 
	SECTION 2.04 Making of Loans
	 	 	42	 
	SECTION 2.05 Overadvances
	 	 	43	 
	SECTION 2.06 Swingline Loans
	 	 	44	 
	SECTION 2.07 Notes
	 	 	44	 
	SECTION 2.08 Interest on Loans
	 	 	45	 
	SECTION 2.09 Conversion and Continuation of Revolving Credit Loans
	 	 	45	 
	SECTION 2.10 Alternate Rate of Interest for Revolving Credit Loans
	 	 	46	 
	SECTION 2.11 Change in Legality
	 	 	47	 
	SECTION 2.12 Default Interest
	 	 	47	 
	SECTION 2.13 Letters of Credit
	 	 	48	 
	SECTION 2.14 Increased Costs
	 	 	52	 
	SECTION 2.15 Optional Termination or Reduction of Commitments
	 	 	53	 
	SECTION 2.16 Optional Prepayment of Loans; Reimbursement of Lenders
	 	 	53	 
	SECTION 2.17 Mandatory Prepayment; Commitment Termination; Cash Collateral
	 	 	55	 
	SECTION 2.18 Cash Management
	 	 	57	 
	SECTION 2.19 Fees
	 	 	60	 
	SECTION 2.20 Maintenance of Loan Account; Statements of Account
	 	 	61	 
	SECTION 2.21 Payments
	 	 	61	 
	SECTION 2.22 Settlement Amongst Lenders
	 	 	63	 
	SECTION 2.23 Taxes
	 	 	64	 
	SECTION 2.24 Mitigation Obligations; Replacement of Lenders
	 	 	66	 
	SECTION 2.25 Designation of Lead Borrowers as Borrowers’ Agent
	 	 	67	 
	SECTION 2.26 Security Interests in Collateral
	 	 	68	 
	 
	 	 	 	 
	ARTICLE III Representations and Warranties
	 	 	68	 
	 
	 	 	 	 
	SECTION 3.01 Organization; Powers
	 	 	68	 
	SECTION 3.02 Authorization; Enforceability
	 	 	69	 
	SECTION 3.03 Governmental Approvals; No Conflicts
	 	 	69	 
	SECTION 3.04 Financial Condition
	 	 	69	 
	SECTION 3.05 Properties
	 	 	70	 
	SECTION 3.06 Litigation and Environmental Matters
	 	 	70	 
	SECTION 3.07 Compliance with Laws and Agreements
	 	 	71	 
	SECTION 3.08 Investment and Holding Company Status
	 	 	71	 
	SECTION 3.09 Taxes
	 	 	71	 
	SECTION 3.10 ERISA
	 	 	71	 






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	SECTION 3.11 Disclosure
	 	 	71	 
	SECTION 3.12 Subsidiaries
	 	 	72	 
	SECTION 3.13 Insurance
	 	 	72	 
	SECTION 3.14 Labor Matters
	 	 	72	 
	SECTION 3.15 Security Documents
	 	 	72	 
	SECTION 3.16 Federal Reserve Regulations
	 	 	73	 
	SECTION 3.17 Solvency
	 	 	73	 
	SECTION 3.18 Licenses; Permits
	 	 	73	 
	 
	 	 	 	 
	ARTICLE IV Conditions
	 	 	74	 
	 
	 	 	 	 
	SECTION 4.01 Closing Date
	 	 	74	 
	SECTION 4.02 Conditions Precedent to Each Loan and Each Letter of Credit
	 	 	76	 
	 
	 	 	 	 
	ARTICLE V Affirmative Covenants
	 	 	77	 
	 
	 	 	 	 
	SECTION 5.01 Financial Statements and Other Information
	 	 	77	 
	SECTION 5.02 Notices of Material Events
	 	 	79	 
	SECTION 5.03 Information Regarding Collateral
	 	 	80	 
	SECTION 5.04 Existence; Conduct of Business
	 	 	80	 
	SECTION 5.05 Payment of Obligations
	 	 	81	 
	SECTION 5.06 Maintenance of Properties
	 	 	81	 
	SECTION 5.07 Insurance
	 	 	81	 
	SECTION 5.08 Books and Records; Inspection and Audit Rights; Appraisals; Accountants
	 	 	82	 
	SECTION 5.09 Physical Inventories
	 	 	83	 
	SECTION 5.10 Compliance with Laws
	 	 	83	 
	SECTION 5.11 Use of Proceeds and Letters of Credit
	 	 	83	 
	SECTION 5.12 Additional Subsidiaries
	 	 	83	 
	SECTION 5.13 Further Assurances
	 	 	84	 
	 
	 	 	 	 
	ARTICLE VI Negative Covenants
	 	 	84	 
	 
	 	 	 	 
	SECTION 6.01 Indebtedness and Other Obligations
	 	 	84	 
	SECTION 6.02 Liens
	 	 	84	 
	SECTION 6.03 Fundamental Changes
	 	 	84	 
	SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	85	 
	SECTION 6.05 Asset Sales
	 	 	85	 
	SECTION 6.06 Restricted Payments; Certain Payments of Indebtedness
	 	 	85	 
	SECTION 6.07 Transactions with Affiliates
	 	 	85	 
	SECTION 6.08 Restrictive Agreements
	 	 	86	 
	SECTION 6.09 Amendment of Material Documents
	 	 	86	 
	SECTION 6.10 Fixed Charge Coverage Ratio
	 	 	86	 
	SECTION 6.11 Fiscal Year
	 	 	87	 
	SECTION 6.12 ERISA
	 	 	87	 
	SECTION 6.13 Environmental Laws
	 	 	88	 
	SECTION 6.14 Additional Subsidiaries
	 	 	88	 
	SECTION 6.15 Securitization Program Documents
	 	 	88	 






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	ARTICLE VII Events of Default
	 	 	88	 
	 
	 	 	 	 
	SECTION 7.01 Events of Default
	 	 	88	 
	SECTION 7.02 Remedies on Default
	 	 	92	 
	SECTION 7.03 Application of Proceeds
	 	 	92	 
	 
	 	 	 	 
	ARTICLE VIII The Agents
	 	 	93	 
	 
	 	 	 	 
	SECTION 8.01 Appointment and Administration by Administrative Agent
	 	 	93	 
	SECTION 8.02 Appointment of Collateral Agent
	 	 	94	 
	SECTION 8.03 Sharing of Excess Payments
	 	 	94	 
	SECTION 8.04 Agreement of Applicable Lenders
	 	 	95	 
	SECTION 8.05 Liability of Agents
	 	 	95	 
	SECTION 8.06 Notice of Default
	 	 	96	 
	SECTION 8.07 Credit Decisions
	 	 	97	 
	SECTION 8.08 Reimbursement and Indemnification
	 	 	97	 
	SECTION 8.09 Rights of Agents
	 	 	97	 
	SECTION 8.10 Notice of Transfer
	 	 	98	 
	SECTION 8.11 Successor Agents
	 	 	98	 
	SECTION 8.12 Relation Among the Lenders
	 	 	98	 
	SECTION 8.13 Reports and Financial Statements
	 	 	98	 
	SECTION 8.14 Agency for Perfection
	 	 	99	 
	SECTION 8.15 Delinquent Lender
	 	 	100	 
	SECTION 8.16 Co-Syndication Agents, Co-Documentation Agent, and Arranger
	 	 	100	 
	 
	 	 	 	 
	ARTICLE IX Miscellaneous
	 	 	101	 
	 
	 	 	 	 
	SECTION 9.01 Notices
	 	 	101	 
	SECTION 9.02 Waivers; Amendments
	 	 	101	 
	SECTION 9.03 Expenses; Indemnity; Damage Waiver
	 	 	104	 
	SECTION 9.04 Successors and Assigns
	 	 	105	 
	SECTION 9.05 Survival
	 	 	108	 
	SECTION 9.06 Counterparts; Integration; Effectiveness
	 	 	109	 
	SECTION 9.07 Severability
	 	 	109	 
	SECTION 9.08 Right of Setoff
	 	 	109	 
	SECTION 9.09 Governing Law; Jurisdiction
	 	 	110	 
	SECTION 9.10 WAIVER OF JURY TRIAL
	 	 	110	 
	SECTION 9.11 Press Releases and Related Matters
	 	 	111	 
	SECTION 9.12 Headings
	 	 	111	 
	SECTION 9.13 Interest Rate Limitation
	 	 	111	 
	SECTION 9.14 Additional Waivers
	 	 	111	 
	SECTION 9.15 Confidentiality
	 	 	114	 
	SECTION 9.16 Patriot Act
	 	 	114	 
	SECTION 9.17 Foreign Asset Control Regulations
	 	 	115	 
	SECTION 9.18 Judgment Currency
	 	 	115	 






iv









 






EXHIBITS





	 	 	 
	Exhibit A:

	 	Form of Assignment and Acceptance
	Exhibit B:

	 	Form of Customs Broker Agreement
	Exhibit C:

	 	Notice of Borrowing
	Exhibit D:

	 	Revolving Credit Note to Lenders
	Exhibit E:

	 	Swingline Note to Swingline Lender
	Exhibit F:

	 	Form of Credit Card Notification
	Exhibit G:

	 	Form of Private Label Receivable Notification
	Exhibit H:

	 	Form of Blocked Account Agreement
	Exhibit I:

	 	Form of Compliance Certificate
	Exhibit J:

	 	Form of Borrowing Base Certificate






v









 






SCHEDULES




	 	 	 
	Schedule 1.1:

	 	Lenders and Commitments
	Schedule 1.2:

	 	Securitization Program Documents
	Schedule 1.3:

	 	Securitization Program Subsidiaries
	Schedule 1.4:

	 	Facility Guarantors
	Schedule 1.5:

	 	Fiscal Months
	Schedule 1.5:

	 	Fiscal Quarters
	Schedule 1.5:

	 	Fiscal Years
	Schedule 1.8:

	 	Non-Material Subsidiaries
	Schedule 1.9:

	 	Canadian Letter of Credit Indebtedness
	Schedule 2.13:

	 	Existing Letters of Credit
	Schedule 3.01:

	 	Organization Information
	Schedule 3.05(a):

	 	Title Exceptions
	Schedule 3.05(c)(i):

	 	Owned Real Estate
	Schedule 3.05(c)(ii):

	 	Leased Real Estate
	Schedule 3.06:

	 	Disclosed Matters
	Schedule 3.12:

	 	Subsidiaries; Joint Ventures
	Schedule 3.13:

	 	Insurance
	Schedule 3.14:

	 	Collective Bargaining Agreements
	Schedule 5.01(f):

	 	Reporting Requirements
	Schedule 6.01:

	 	Existing Indebtedness
	Schedule 6.02:

	 	Existing Encumbrances
	Schedule 6.04:

	 	Existing Investments
	Schedule 6.07:

	 	Transactions with Affiliates






vi









 






CREDIT AGREEMENT dated as of November 22, 2005 among:




     Pier 1 Imports (U.S.), Inc. (in such capacity, the “Lead Borrower”), a Delaware
corporation with its principal executive offices at 100 Pier 1 Place, Fort Worth, Texas 76102, for
itself and as agent for Pier 1 Kids, Inc. (the “Borrowers”); and



     BANK OF AMERICA, N.A., a national banking association with offices at 40 Broad Street, Boston,
Massachusetts 02109, as administrative agent (in such capacity, the “Administrative
Agent”) for its own benefit and the benefit of the other Credit Parties; and



     BANK OF AMERICA, N.A., a national banking association with offices at 40 Broad Street, Boston,
Massachusetts 02109, as collateral agent (in such capacity, the “Collateral Agent”) for its
own benefit and the benefit of the other Credit Parties;



     The LENDERS party hereto;




     WELLS FARGO RETAIL FINANCE, LLC, a, a Delaware limited liability company with offices at One
Boston Place — 19th Floor, Boston, Massachusetts 02109 and WACHOVIA BANK, NATIONAL ASSOCIATION, a
national banking association with offices at 1133 Avenue of the Americas, New York, New York 10036,
as Co-Syndication Agents; and



     HSBC BANK USA, NA, a national banking association with offices at 452 Fifth Avenue,
5th Floor, New York, New York and JPMORGAN CHASE BANK, N.A., a national banking
association with offices at 2200 Ross Avenue, 6th Floor, Dallas, Texas 75201, as
Co-Documentation Agents;


in consideration of the mutual covenants herein contained and benefits to be derived herefrom, the
parties hereto agree as follows:




ARTICLE I




     SECTION 1.01 Definitions.



     As used in this Agreement, the following terms have the meanings specified below:



     “ACH” means automated clearing house transfers.



     “Accommodation Payment” has the meaning provided in SECTION 9.14.



     “Account(s)” means “accounts” as defined in the UCC, and the PPSA, as applicable, but
limited to a right to payment of a monetary obligation, whether or not earned by performance, (i)
for Inventory that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of,
(ii) for services rendered or to be rendered in connection with the sale, lease, license,
assignment or other disposition of Inventory, or (iii) arising out of the use of a credit or charge
card or information contained on or for use with the card in connection with the sale, lease,
license, assignment or other disposition of Inventory. The term “Account” does not include (i)
rights to payment evidenced by chattel paper or an instrument, (ii) commercial tort claims, (iii)
deposit accounts, (iv) investment property, (v) letter-of-credit rights or letters of credit, or
(vi) rights to



1









 




payment for money or funds advanced or sold, other than rights arising out of the use of a
credit or charge card or information contained on or for use with the card.




     “Acquisition” means, with respect to a specified Person, (a) an Investment in or a
purchase of a 50% or greater interest in the Capital Stock of any other Person, (b) a purchase or
acquisition of all or substantially all of the assets of any other Person, or (c) any merger,
amalgamation or consolidation of such Person with any other Person, in each case in any transaction
or group of transactions which are part of a common plan.



     “Additional Commitment Lender” shall have the meaning provided therefor in SECTION
2.02.



     “Adjusted LIBO Rate” means, with respect to any LIBO Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of one
percent) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.



     “Administrative Agent” has the meaning provided in the preamble to this Agreement.



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



     “Agents” means collectively, the Administrative Agent and the Collateral Agent.



     “Agreed Letter of Credit Limit” means the maximum amount of Letters of Credit which
may be issued and outstanding at any time for a particular Issuing Bank, as established by the
Administrative Agent in its reasonable judgment.



     “Agreement” means this Credit Agreement, as modified, amended, supplemented or
restated, and in effect from time to time.



     “Agreement Value” means for each Financial Hedge, on any date of determination, an
amount determined by the applicable Lender equal to:




     (a) In the case of a Financial Hedge documented pursuant to an ISDA master agreement,
the amount, if any, that would be payable by any Loan Party to its counterparty to such
Financial Hedge, as if (i) such Financial Hedge was being terminated early on such date of
determination, (ii) such Loan Party was the sole “Affected Party” (as therein defined) and
(iii) such Lender was the sole party determining such payment amount (with such Lender
making such determination pursuant to the provisions of the form of ISDA master agreement);




     (b) In the case of a Financial Hedge traded on an exchange, the mark-to-market value of
such Financial Hedge, which will be the unrealized loss on such Financial Hedge to the Loan
Party which is party to such Financial Hedge, determined by the Administrative Agent based
on the settlement price of such Financial Hedge on such date of determination; or



2









 






     (c) In all other cases, the mark-to-market value of such Financial Hedge, which will be
the unrealized loss on such Financial Hedge to the Loan Party that is party to such
Financial Hedge determined by the Administrative Agent as the amount, if any, by which (i)
the present value of the future cash flows to be paid by such Loan Party exceeds (ii) the
present value of the future cash flows to be received by such Loan Party, in each case
pursuant to such Financial Hedge.



     “Applicable Law” means as to any Person: (a) all laws, statutes, rules, regulations,
orders, codes, ordinances or other requirements having the force of law; and (b) all court orders,
decrees, judgments, injunctions, notices, binding agreements and/or rulings, in each case of or by
any Governmental Authority which has jurisdiction over such Person, or any property of such Person.



     “Applicable Lenders” means the Required Lenders or all Lenders, as applicable.



     “Applicable Margin” means:




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




     (b) On the first day of each January, April, July and October of each year (each, an
“Adjustment Date”), commencing July 1, 2006, the Applicable Margin shall be
determined from such Pricing Grid based upon Average Daily Availability for the most
recently ended three month period immediately preceding such Adjustment Date;
provided, however, that notwithstanding anything to the contrary set forth herein,
in no event shall Level III be applicable prior to July 1, 2006 notwithstanding that the
criteria for the application of such Level may have been met, and provided further,
upon the occurrence of an Event of Default, upon written notice from the Administrative
Agent, the Applicable Margin shall be immediately increased to that set forth in Level I
(even if the Average Daily Availability requirements for a different Level have been met)
and interest shall accrue at the Default Rate).



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Average Daily	 	 	LIBO Applicable	 	 	Prime Rate	 
	Level	 	Availability	 	 	Margin	 	 	Applicable Margin	 
	I
	 	 	<$110,000,000	 	 	 	1.25	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	 	<=$220,000,000	 	 	 	 	 	 	 	 	 
	 
	 	and >$110,000,000	 	 	1.00	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	 	>$220,000,000	 	 	 	.75	%	 	 	0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 





     “Arranger” means Banc of America Securities LLC.



     “Assignment and Acceptance” means an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required by SECTION 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any other form
approved by the Administrative Agent.



3









 





     “Availability” means the lesser of (a) or (b), where:




     (a) is the result of:




     (i) The Revolving Credit Ceiling,




     Minus




     (ii) The aggregate unpaid balance of Credit Extensions to, or for the account
of, the Borrowers;




     (b) is the result of:




     (i) The Borrowing Base,




     Minus




     (ii) The aggregate unpaid balance of Credit Extensions to, or for the account
of, the Borrowers.


In calculating Availability at any time and for any purpose under this Agreement, the Lead Borrower
shall certify to the Administrative Agent that no accounts payable are being intentionally paid
after their due date.




     “Availability Reserves” means, without duplication of any other Reserves or items that
are otherwise addressed or excluded through eligibility criteria such reserves as the
Administrative Agent, from time to time determines in its reasonable commercial discretion
exercised in good faith as being appropriate (a) to reflect the impediments to the Agents’ ability
to realize upon the Collateral, (b) to reflect costs, expenses and other amounts that the Agents
may incur or be required to pay to realize upon the Collateral, including, without limitation, on
account of rent, Permitted Encumbrances, and customs and duties, and other costs to release
Inventory which is being imported into the United States or Canada, and (c) on account of Cash
Management and Bank Products. Without limiting the generality of the foregoing, Availability
Reserves may include (but are not limited to) reserves based on: (a) outstanding taxes and other
governmental charges, including, without limitation, ad valorem, personal property, sales, goods
and services, harmonized, and other taxes which might have priority over the interests of the
Collateral Agent in the Collateral; (b) amounts deducted or withheld, or may subject to
withholding, and not paid and remitted when due under the Income Tax Act (Canada); (c) the Canadian
Establishment Reserve; (d) salaries, wages and benefits due to employees of any Borrower,
including, without limitation, reserves for amounts due and not paid for vacation pay, for amounts
due and not paid under any legislation relating to workers’ compensation or employment insurance,
and for all amounts past due and not contributed, remitted or paid to any Plan, or any similar
legislation, (e) Customer Credit Liabilities, (f) warehousemen’s or bailees’ charges which might
have priority over the interests of the Collateral Agent in the Collateral, and (g) the principal
amount of any Subordinated Note or evidence of indebtedness issued for the purchase price of the
Private Label Receivables under the Securitization Program Documents.



4









 





     “Average Daily Availability” shall mean, for any date of calculation, the average
daily Availability for the subject period.



     “Bank of America” means, Bank of America, N.A., a national banking association, and
its Subsidiaries and Affiliates.



     “Bank Products” means any services or facilities provided to any Loan Party by any
Lender, or any of its Affiliates (other than Cash Management Services), including, without
limitation, on account of (a) credit cards, (b) Financial Hedges, (c) trade services, (d)
investments, and (e) equipment leases.



     “Bankruptcy Code” means Title 11, U.S.C., as now or hereafter in effect, or any
successor thereto.



     “BIA” The Bankruptcy and Insolvency Act (Canada), and any regulations promulgated
thereunder, if any, as amended from time to time.



     “Blocked Account Agreement” has the meaning provided in SECTION 2.18(a)(v).



     “Blocked Account Banks” means the banks with whom deposit accounts are maintained in
which material amounts (as reasonably determined by the Administrative Agent) of funds of any of
the Loan Parties from one or more DDAs are concentrated, including, without limitation, Wells
Fargo Bank, N.A., or any other Lender, and with whom a Blocked Account Agreement has been, or is
required to be, executed in accordance with the terms hereof.



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



     “Borrowers” has the meaning provided in the preamble to this Agreement.



     “Borrowing” means (a) the incurrence of Revolving Credit Loans of a single Type, on a
single date and having, in the case of LIBO Loans, a single Interest Period, or (b) a Swingline
Loan.



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




     (a) the face amount of Eligible Credit Card Receivables multiplied by the
Credit Card Advance Rate;




     plus




     (b) the Cost of Eligible Inventory, net of Inventory Reserves, multiplied
by the Inventory Advance Rate;




     minus




     (c) the then amount of all Availability Reserves.



     “Borrowing Base Certificate” has the meaning provided in SECTION 5.01(d).



5









 





     “Borrowing Request” means a request by the Lead Borrower on behalf of any of the
Borrowers for a Borrowing in accordance with SECTION 2.04.



     “Breakage Costs” has the meaning provided in SECTION 2.16(b).



     “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in Boston, Massachusetts or Charlotte, North Carolina are authorized or required
by law to remain closed; provided, however, that when used in connection with a
LIBO Loan, the term “Business Day” shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.



     “Canadian Establishment Reserve” means reserves established by the Administrative
Agent, which reserve shall be in an amount reasonably determined by the Administrative Agent after
consultation with the Lead Borrower, to cover any potential unpaid withholding tax liabilities
accruing from the Closing Date in the United States or Canada in connection with any Borrower’s
status as a Canadian taxpayer or “permanent establishment” under Canadian law.



     “Canadian Subsidiary” means any Subsidiary of any of the Loan Parties organized under
the laws of Canada or any province thereof.



     “Capital Expenditures” means, with respect to any Person for any period, (a) the
additions to property, plant and equipment and other capital expenditures of the Loan Parties that
are (or would be) set forth in a Consolidated statement of cash flows of the Loan Parties for such
period prepared in accordance with GAAP and (b) any assets acquired by a Capital Lease Obligation
during such period.



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



     “Capital Stock” means, as to any Person that is a corporation, the authorized shares
of such Person’s capital stock, including all classes of common, preferred, voting and nonvoting
capital stock, and, as to any Person that is not a corporation or an individual, the membership or
other ownership interests in such Person, including, without limitation, the right to share in
profits and losses, the right to receive distributions of cash and other property, and the right to
receive allocations of items of income, gain, loss, deduction and credit and similar items from
such Person, whether or not such interests include voting or similar rights entitling the holder
thereof to exercise control over such Person, collectively with, in any such case, all warrants,
options and other rights to purchase or otherwise acquire, and all other instruments convertible
into or exchangeable for, any of the foregoing.



     “Cash Collateral Account” means an interest bearing account established by the Loan
Parties with the Collateral Agent, for its own benefit and the ratable benefit of the other Credit
Parties, under the sole and exclusive dominion and control of the Collateral Agent, in the name of
the Collateral Agent or as the Collateral Agent shall otherwise direct, in which deposits are
required to be made in accordance with SECTION 2.13(j).



6









 





     “Cash Dominion Event” means either (i) the occurrence and continuance of any Specified
Default, or (ii) Availability is less than twenty percent (20%) of the lesser of (A) the Revolving
Credit Ceiling, or (B) the Borrowing Base. For purposes of this Agreement, the occurrence of a Cash
Dominion Event shall be deemed continuing, notwithstanding whether the circumstance which gave rise
to such event is no longer continuing (a) so long as such Specified Default has not been waived,
and/or (b) if the Cash Dominion Event arises as a result of the Borrowers’ Availability being less
than the above amount, until Availability has exceeded twenty percent (20%) of the lesser of (A)
the Revolving Credit Ceiling, or (B) the Borrowing Base, for two (2) consecutive Fiscal Months, 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 may not be so cured on more than two (2) occasions
in any period of 365 consecutive days.



     “Cash Management Documentation Event” means that Credit Extensions exceed $150,000,000
for any five (5) consecutive days.



     “Cash Management Services” means, without limitation, any one or more of the following
types or services or facilities provided to any Loan Party by any Lender or any of its Affiliates:
(a) ACH transactions, (b) deposit and other accounts, and (c) cash management, including, without
limitation, controlled disbursement services.



     “Cash Receipts” has the meaning provided therefor in SECTION 2.18(b).



     “CCAA” The Companies’ Creditors Arrangement Act (Canada), and any regulations
promulgated there under, if any, as amended from time to time.



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



     “Change in Control” means, at any time:




     (a) any “change in/of control” or “sale” or “disposition” or similar event as defined
in any Charter Document of any Loan Party or in any Securitization Program Document, or any
document governing Material Indebtedness of any Loan Party; or




     (b) occupation of a majority of the seats for more than thirty (30) days (other than
vacant seats) on the board of directors (or other body exercising similar management
authority) of the Parent by Persons who were neither (i) nominated by the board of directors
of the Parent nor (ii) appointed by directors so nominated; or




     (c) any person or “group” (within the meaning of the Securities and Exchange Act of
1934, as amended), is or becomes the beneficial owner (within the meaning of Rule 13d-3 or
13d-5 of the Securities and Exchange Act of 1934, as amended, except that such person shall
be deemed to have “beneficial ownership” of all Capital Stock that such person has the right
to acquire, whether such right is exercisable immediately or only after the passage of time)
directly or indirectly of thirty-five percent (35%) or more (on a fully diluted basis) of
the total then outstanding Capital Stock of the Parent, whether as a result of the issuance
of securities of the Parent, a merger, amalgamation, consolidation,



7









 







liquidation or dissolution of the Parent, a direct or indirect transfers of securities
or otherwise; or




     (d) the Parent fails at any time to own, directly or indirectly, 100% of the Capital
Stock of each Loan Party free and clear of all Liens (other than the Liens in favor of the
Collateral Agent for its own benefit and the ratable benefit of the other Credit Parties).



     “Change in Law” means (a) the adoption of any law, rule or regulation after the
Closing Date, (b) any change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the Closing Date or (c) compliance by any Credit Party
(or, for purposes of SECTION 2.13, by any lending office of such Credit Party or by such Credit
Party’s holding company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the Closing Date.



     “Charges” has the meaning provided therefor in SECTION 9.13.



     “Charter Document” means as to any Person, its partnership agreement, certificate or
articles of incorporation, or amalgamation or amendment, operating agreement, membership agreement
or similar constitutive document or agreement or its by-laws.



     “Closing Date” means November 22, 2005.



     “Co-Documentation Agents” has the meaning provided in the preamble to this Agreement.



     “Co-Syndication Agents” has the meaning provided in the preamble to this Agreement.



     “Code” means the Internal Revenue Code of 1986 and the Treasury regulations
promulgated thereunder, as amended from time to time.



     “Collateral” means any and all “Collateral” or words of similar intent as defined in
any applicable Security Document.



     “Collateral Agent” has the meaning provided in the preamble to this Agreement.



     “Commercial Letter of Credit” means any Letter of Credit issued for the purpose of
providing the primary payment mechanism in connection with the purchase of any materials, goods or
services by a Borrower in the ordinary course of business of the Borrowers.



     “Commitment” means, with respect to each Lender, the aggregate commitment(s)of such
Lender hereunder in the amount set forth opposite its name on Schedule 1.1 hereto or as may
subsequently be set forth in the Register from time to time, as the same may be increased or
reduced from time to time pursuant to this Agreement.



     “Commitment Increase” shall have the meaning provided therefor in SECTION 2.02.



8









 





     “Commitment Increase Date” shall have the meaning provided therefor in SECTION
2.02(c).



     “Commitment Percentage” means, with respect to each Lender, that percentage of the
Commitments of all Lenders hereunder, in the amount set forth opposite such Lender’s name on
Schedule 1.1 hereto or as may subsequently be set forth in the Register from time to time,
as the same may be increased or reduced from time to time pursuant to this Agreement.



     “Compliance Certificate” has the meaning provided in SECTION 5.01(c).



     “Concentration Account” has the meaning provided in SECTION 2.18(b).



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



     “Consolidated EBITDA” means, with respect to any Person for a twelve (12) Fiscal Month
period, the sum (without duplication) of (a) Consolidated Net Income for such period, plus
(b) depreciation and amortization for such period, plus (c) provisions for Taxes based on
income that were deducted in determining Consolidated Net Income for such period, plus (d)
Consolidated Interest Expense that was deducted in determining Consolidated Net Income for such
period, minus (e) extraordinary gains for such period.



     “Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person for a
twelve (12) Fiscal Month period, the ratio of (a) (i) Consolidated EBITDA for such period, plus
(ii) Consolidated Rent Expense during such period, minus (ii) Capital Expenditures made
during such period, minus (iii) cash taxes paid during such period, to (b) (i) Debt Service
Charges during such period, plus (ii) Restricted Payments made during such period, all as
determined on a Consolidated basis in accordance with GAAP.



     “Consolidated Interest Expense” means, with respect to any Person for a twelve (12)
Fiscal Month period, total interest expense (including that attributable to Capital Lease
Obligations in accordance with GAAP) of such Person on a Consolidated basis with respect to all
outstanding Indebtedness of such Person, including, without limitation, the Obligations and all
commissions, discounts and other fees and charges owed with respect thereto, all as determined on a
Consolidated basis in accordance with GAAP.



     “Consolidated Net Income” means, with respect to any Person for a twelve (12) Fiscal
Month period, the net income (or loss) of such Person on a Consolidated basis for such period taken
as a single accounting period determined in accordance with GAAP; provided,
however, that there shall be excluded (i) the income (or loss) of such Person in which any
other Person has a joint interest, except to the extent of the amount of dividends or other
distributions actually paid to such Person during such period, (ii) the income (or loss) of such
Person accrued prior to the date it becomes a Subsidiary of a Person or any of such Person’s
Subsidiaries or is merged into or consolidated with a Person or any of its Subsidiaries or that
Person’s assets are acquired by such Person or any of its Subsidiaries, and (iii) the income of any
direct or indirect Subsidiary of a Person to the extent that the declaration or payment of
dividends or similar distributions by



9









 




that Subsidiary of that income is not at the time permitted by operation of the terms of its
Charter Documents or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary.




     “Consolidated Rent Expense” means, with respect to any Person for a twelve (12) Fiscal
Month period, all obligations of such Person in respect of base, percentage and other rent expensed
during such period under any rental agreements that cannot be cancelled upon thirty (30) days or
less notice or leases of real property with third parties (other than Capital Lease Obligations),
all as determined on a Consolidated basis in accordance with GAAP.



     “Control” means the possession, directly or indirectly, of the power (a) to vote 35%
or more of the securities having ordinary voting power for the election of directors (or any
similar governing body) of a Person, or (b) to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or
otherwise. The terms “Controlling” and “Controlled” have meanings correlative
thereto.



     “Cost” means the cost of purchases, as reported on the Borrowers’ stock ledger based
upon the Borrowers’ accounting practices, in effect on the Closing Date.



     “Credit Card Advance Rate” means 85%.



     “Credit Card Notification” has the meaning provided in SECTION 2.18(a)(iii).



     “Credit Extensions” as of any day, shall be equal to the sum of (a) the principal
balance of all Loans then outstanding, and (b) the then amount of the Letter of Credit
Outstandings.



     “Credit Party” means (a) the Lenders, (b) the Agents and their Affiliates, (c) the
Issuing Banks, (d) the Arranger, (e) the beneficiaries of each indemnification obligation
undertaken by any Borrower under any Loan Document, (f) the Lenders providing Cash Management
Services or Bank Products to any Borrower, (g) the Lenders to whom Obligations or Other Liabilities
under this Agreement and other Loan Documents are owing, and (h) the successors and assigns of each
of the foregoing.



     “Credit Party Expenses” means, without limitation, to the extent incurred in
connection with this Agreement and the other Loan Documents: (i) all reasonable out-of-pocket
expenses incurred by the Agents and their Affiliates, including the reasonable fees, charges and
disbursements of counsel for each of the Agents, outside consultants for each of the Agents
(including, without limitation, inventory appraisers and commercial finance examiners), in
connection with the syndication of the credit facilities provided for herein, the preparation and
administration of the Loan Documents or any amendments, modifications or waivers of the provisions
thereof (whether or not any such amendments, modification or waivers shall be consummated), (ii)
all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all reasonable out-of-pocket expenses incurred by each of the Agents,
including the reasonable fees, charges and disbursements of counsel and outside consultants for
each of the Agents (including, without limitation, inventory and commercial finance examiners), in
connection with the enforcement or protection of their rights in connection with the Loan
Documents, or in connection with the Loans made or Letters of Credit



10









 




issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit, and (iv) all
reasonable out-of-pocket expenses incurred by any Lender, including the reasonable fees, charges
and disbursements of counsel and outside consultants for the Lenders in connection with the
enforcement or protection of their rights in connection with the Obligations and the Loan Documents
after the occurrence and during the continuance of an Event of Default, including all such
out-of-pocket expenses incurred during any workout, restructuring or related negotiations in
respect of such Obligations; provided that the Lenders who are not the Agents shall be entitled to
reimbursement for no more than one counsel representing all such Lenders (absent a conflict of
interest in which case the Lenders may engage and be reimbursed for additional counsel); provided
that Credit Party Expenses shall not include the allocation of any overhead expenses of any Credit
Party.




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



     “Customs Broker Agreement” means an agreement in substantially the form attached as
Exhibit B annexed hereto, among a Borrower, a customs broker or other carrier, and the
Collateral Agent, in which the customs broker or other carrier acknowledges that it has control
over and holds the documents evidencing ownership of the subject Inventory for the benefit of the
Collateral Agent and agrees, upon notice from the Collateral Agent, to hold and dispose of the
subject Inventory and other property solely as directed by the Collateral Agent.



     “DDAs” means any checking or other demand deposit account maintained by the Loan
Parties.



     “Debt Service Charges” means for any period, the sum of (i) Consolidated Interest
Expense, plus (ii) Consolidated Rent Expense for such period, plus (iii) principal
payments made or required to be made on account of Indebtedness (excluding inter-company
Indebtedness)(including, without limitation, on account of Capitalized Lease Obligations) for such
period, in each case determined in accordance with GAAP.



     “Deeds of Hypothec” means Deeds of Movable Hypothec (governed by Québec law) to be
entered into among each Loan Party (with Collateral located in Québec) and the Collateral Agent for
the benefit of the Credit Parties thereunder, as amended and in effect from time to time.



     “Default” means any event or condition described in SECTION 7.01 that constitutes an
Event of Default or that upon notice, lapse of any cure period set forth in SECTION 7.01 or both
would, unless cured or waived, become an Event of Default.



     “Default Rate” has the meaning provided in SECTION 2.12.



     “Delinquent Lender” has the meaning therefor provided in SECTION 8.15(a).



11









 





     “Disbursement Accounts” shall have the meaning set forth in SECTION 2.18(e).



     “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.06.



     “dollars” or “$” refers to lawful money of the United States of America.



     “Domestic Subsidiary” means any Subsidiary of any of the Loan Parties organized under
the laws of the United States of America or any state thereof.



     “Eligible Assignee” means a bank, insurance company, or company engaged in the
business of making commercial loans having a combined capital and surplus in excess of
$300,000,000, or any Affiliate of any Credit Party, or a Related Fund of any Credit Party, or any
Person to whom a Credit Party assigns its rights and obligations under this Agreement as part of an
assignment and transfer of such Credit Party’s rights in and to a material portion of such Credit
Party’s portfolio of asset based credit facilities. For the purposes of this Agreement, “Related
Fund” shall mean, with respect to any Credit Party which is a fund that invests in loans, any other
such fund managed by the same investment advisor as such Credit Party or by an Affiliate of such
Credit Party or such advisor.



     “Eligible Credit Card Receivables” means, as of any date of determination, Accounts
due to a Borrower from major credit card processors, including, VISA, Mastercard, American Express,
Diners Club and Discover, but specifically excluding Accounts due from Pier 1 Funding, Inc., Pier 1
National Bank or any other private label credit card processor or purchaser, in each case
acceptable to the Administrative Agent, in its reasonable discretion, as arise in the ordinary
course of business, which have been earned by performance. None of the following shall be deemed
to be Eligible Credit Card Receivables:




     (a) Accounts due from major credit card processors that have been outstanding for more
than five (5) Business Days from the date of transmission, or for such longer period(s) as
may be approved by the Agents;




     (b) Accounts due from major credit card processors with respect to which a Borrower
does not have good, valid and marketable title thereto, free and clear of any Lien (other
than Liens granted to the Collateral Agent for its own benefit and the ratable benefit of
the other Credit Parties pursuant to the Security Documents);




     (c) Accounts due from major credit card processors that are not subject to a first
priority security interest in favor of the Collateral Agent, for its own benefit and the
ratable benefit of the other Credit Parties;




     (d) Accounts due from major credit card processors which are disputed 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)
(it being the intent that chargebacks in the ordinary course by the credit card processors
shall not be deemed violative of this clause); or



12









 






     (e) Except as otherwise approved by the Agents, Accounts due from major credit card
processors as to which the credit card processor has the right under certain circumstances
to require a Borrower to repurchase the Accounts from such credit card processor.



     “Eligible In-Transit Inventory” means, as of the date of determination thereof
(without duplication of other Eligible Inventory), Inventory:




     (a) Which has been shipped, or is waiting to be shipped and is not under the control of
the seller of such Inventory and otherwise satisfies each of the requirements of this
definition, from a foreign location for receipt by a Borrower within forty-five (45) days of
the date of determination, but which has not yet been delivered to such Borrower;




     (b) For which title has passed to a Borrower;




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




     (d) Which is insured for not less than replacement cost; and




     (e) Which otherwise would constitute Eligible Inventory.



     “Eligible Inventory” means, as of the date of determination thereof, without
duplication, (i) Eligible Letter of Credit Inventory, (ii) Eligible In-Transit Inventory, and (iii)
items of Inventory of a Borrower that are finished goods, merchantable and readily saleable to the
public in the ordinary course that are not excluded as ineligible by virtue of the one or more of
the criteria set forth below. None of the following shall be deemed to be Eligible Inventory:




     (a) Inventory that is not solely owned by a Borrower, or is leased by or is on
consignment to a Borrower, or the Borrowers do not have good and valid title thereto;




     (b) Inventory (other than any Eligible Letter of Credit Inventory and/or Eligible
In-Transit Inventory) that is not located in the United States of America or Canada at a
location that is owned or leased by the Borrowers except to the extent that the Borrowers
have furnished the Collateral Agent, with (A) any UCC financing statements, PPSA filings,
Civil Code (Québec) filings or publishings or other registrations that the Collateral Agent
may reasonably determine to be necessary to perfect its security interest in such Inventory
at such location;




     (c) Except as otherwise agreed by the Agents, Inventory that represents goods which (i)
are damaged, defective, “seconds,” or otherwise unmerchantable, (ii) are to be returned to
the vendor, (iii) are obsolete or custom items, work in process, raw materials, or that
constitute spare parts or supplies used or consumed in a Borrower’s business or (iv) are
bill and hold goods;



13









 






     (d) Inventory that represents goods that do not conform in all material respects to the
representations and warranties contained in this Agreement or any of the Security Documents;




     (e) Inventory that is not subject to a perfected first priority security interest in
favor of the Collateral Agent, for its own benefit and the ratable benefit of the other
Credit Parties;




     (f) Inventory which consists of samples, labels, bags, packaging or shipping materials,
and other similar non-merchandise categories;




     (g) Inventory as to which insurance in compliance with the provisions of SECTION 5.07
hereof is not in effect;




     (h) Inventory acquired in a Permitted Acquisition, unless (i) the Agents shall have
received or conducted (A) appraisals, from appraisers reasonably satisfactory to the Agents
and Lead Borrower, of such Inventory to be acquired in such Acquisition and (B) such other
due diligence, including, without limitation, commercial finance examinations, as the Agents
may reasonably require, all of the results of the foregoing to be reasonably satisfactory to
the Agents, and (ii) the Administrative Agent shall have determined an advance rate with
respect to such Inventory;




     (i) Inventory located at any distribution centers or any temporary or seasonal
locations unless the Collateral Agent has received a landlord’s waiver of lien in form
reasonably satisfactory to the Collateral Agent, or if no such landlord’s waiver is
obtained, an Availability Reserve shall be established with respect to such location in an
amount equal to two (2) months’ rent; or




     (j) Inventory located at any stores which are closed, other than in the ordinary course
of business.



     “Eligible Letter of Credit Inventory” means, as of the date of determination thereof
(without duplication of other Eligible Inventory), Inventory:




     (a) Not yet delivered to a Borrower;




     (b) The purchase of which is supported by a Commercial Letter of Credit having a then
remaining expiry of not more than seventy-five (75) days;




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




     (d) Which otherwise would constitute Eligible Inventory.



14









 





     “Environmental Laws” means all Applicable Laws issued, promulgated or entered into by
or with any Governmental Authority, relating in any way to the protection of human health or the
environment, to the preservation or reclamation of natural resources, to the handling, treatment,
storage, disposal of Hazardous Materials or to the assessment or remediation of any Release or
threatened Release of any Hazardous Material or to the environment.



     “Environmental Liability” means any liability, contingent or otherwise (including,
without limitation, any liability for damages, natural resource damage, costs of environmental
remediation, administrative oversight costs, fines, penalties or indemnities), of any Loan Party
directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials in violation of Environmental Laws, (c) exposure to any Hazardous Materials, (d) the
Release or threatened Release of any Hazardous Materials into the environment in violation of
Environmental Laws, (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing, or (f) the existence of
Hazardous Material on, from, under or about any owned or formerly owned or occupied Real Estate of
any Borrower or any of its subsidiaries in violation of Environmental Laws.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time and the regulations promulgated and rulings issued thereunder.



     “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with the Parent, is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.



     “ERISA Event” means (a) any “reportable event”, as defined in SECTION 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in SECTION 412 of the Code or SECTION 302 of ERISA), in excess of
$20,000,000, whether or not waived; (c) the filing pursuant to SECTION 412(d) of the Code or
SECTION 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect
to any Plan; (d) the incurrence by the Parent or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Lead Borrower
or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention
to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence
by the Parent or any of its ERISA Affiliates of any liability in excess of $20,000,000 with respect
to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by
the Parent or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Parent or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability in
excess of $20,000,000 or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA.



     “Event of Default” has the meaning assigned to such term in SECTION 7.01. An “Event of
Default” shall be deemed to have occurred and to be continuing unless and until that Event of
Default has been duly waived in writing in accordance with the terms of this Agreement.



15









 





     “Excluded Taxes” means, with respect to the Agents, any Lender, any Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation of the Borrowers
hereunder, (a) income or franchise taxes imposed on (or measured by) its gross or net income by the
United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which any Borrower is located and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower
under SECTION 2.24(b)), including a Lender resident in Canada, any withholding tax that is imposed
on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure
to comply with SECTION 2.23(e), except to the extent that such Foreign Lender (or its assignor, if
any) was entitled, at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrowers with respect to such withholding tax pursuant to SECTION
2.23(a).



     “Existing Letters of Credit” means each of the Letters of Credit issued by a Lender
and outstanding on the Closing Date, as listed on Schedule 2.13 hereto.



     “Facility Guarantee” means any Guarantee of the Obligations and Other Liabilities
executed by the Facility Guarantors in favor of the Agents, the Issuing Banks and the Lenders.



     “Facility Guarantors” means the Parent and each of the Material Domestic Subsidiaries
of the Borrowers, as listed on Schedule 1.4, and each of the Material Subsidiaries of the Borrowers
hereafter created or acquired.



     “Facility Guarantors’ Collateral Documents” means all security agreements, pledge
agreements, deeds of trust, and other instruments, documents or agreements executed and delivered
by the Facility Guarantors to secure the Facility Guarantee and the Obligations.



     “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of one percent (0.0001%)) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the average (rounded
upwards, if necessary, to the next 1/100 of one percent (0.0001%)) of the quotations for such day
for such transactions received by the Administrative Agent from three (3) federal funds brokers of
recognized standing selected by it.



     “Fee Letter” means the Fee Letter dated as of October 13, 2005 by and among the Lead
Borrower, Bank of America, N.A. and Banc of America Securities LLC.



     “Financial Hedge” means, for any Loan Party, any present or future, whether master or
single, agreement, document, or instrument providing for, or constituting an agreement to enter
into, (a) any commodity hedge, (b) any arrangement for foreign-currency-exchange protection, and
(c) any interest-rate swap, cap, collar, or similar arrangement, including, without limitation,



16









 




any “swap agreement” (as defined in 11 U.S.C.§101, as in effect from time to time, or any
successor statute).




     “Financial Officer” means, with respect to any Loan Party, the chief financial
officer, treasurer, controller or vice president of accounting and reporting of such Loan Party.



     “Fiscal Month” means any fiscal month of any Fiscal Year, which month shall generally
end as described on attached Schedule 1.5.



     “Fiscal Quarter” means any fiscal quarter of any Fiscal Year, which quarters shall
generally end as described on attached Schedule 1.5.



     “Fiscal Year” means any period of twelve consecutive months ending as described on
attached Schedule 1.5.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than the United States of America or any State thereof or the District of Columbia.



     “Foreign Subsidiary” means any Subsidiary that is organized under the laws of a
jurisdiction other than the United States of America or any State thereof or the District of
Columbia.



     “GAAP” means accounting principles which are generally accepted in the United States
in effect and applicable to that accounting period in respect of which reference to GAAP is being
made, and consistently applied for all periods reported.



     “General Security Agreements” means General Security Agreements (governed by Ontario
law) to be entered into among each Loan Party (with Collateral in Canada) and the Collateral Agent
for the benefit of the Credit Parties thereunder, as amended and in effect from time to time.



     “Governmental Authority” means the government of the United States of America, Canada,
or any other nation or any political subdivision thereof, whether state, provincial or local, and
any agency, authority, instrumentality, regulatory body, court, tribunal, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.



     “Government Securities” means (to the extent they mature within one year from the date
in question) readily marketable (a) direct full faith and credit obligations of the United States
of America or obligations guaranteed by the full faith and credit of the United States of America,
and (b) obligations of an agency or instrumentality of, or corporation owned, controlled, or
sponsored by, the United States of America that are generally considered in the securities industry
to be implicit obligations of the United States of America.



     “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect,



17









 




(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of)
any security for the payment thereof, (b) to purchase or lease property, securities or services for
the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof,
(c) to maintain working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or
other obligation or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation, provided that the term
“Guarantee” shall not include endorsements for collection or deposit in the ordinary course of
business.




     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes, mold, fungi or similar bacteria, and all other substances or wastes
of any nature regulated pursuant to any Environmental Law because of their dangerous or deleterious
properties, including any material listed as a hazardous substance under Section 101(14) of CERCLA.



     “Indebtedness” of any Person means, without duplication:




     (a) All obligations of such Person for borrowed money (including any obligations which
are without recourse to the credit of such Person);




     (b) All obligations of such Person evidenced by bonds, debentures, notes or similar
instruments;




     (c) All obligations of such Person upon which interest charges are customarily paid;




     (d) All obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person;




     (e) All obligations of such Person in respect of the deferred purchase price of
property or services (excluding current accounts payable incurred in the ordinary course of
business);




     (f) All Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned
or acquired by such Person, whether or not the Indebtedness secured thereby has been
assumed;




     (g) All Guarantees by such Person of Indebtedness of others;




     (h) All Capital Lease Obligations of such Person;




     (i) All obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty;



18









 






     (j) All obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances;




     (k) All Financial Hedges; and




     (l) The principal and interest portions of all rental obligations of such Person under
any Synthetic Lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing where such transaction is considered borrowed money indebtedness
for tax purposes but is classified as an operating lease in accordance with GAAP.


The Indebtedness of any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person is liable therefor
as a result of such Person’s ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not liable therefor.




     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Indemnitee” has the meaning provided therefor in SECTION 9.03(b).



     “Information” has the meaning provided therefor in SECTION 9.15.



     “Interest Payment Date” means (a) with respect to any Prime Rate Loan (including a
Swingline Loan), the last day of each calendar month and (b) with respect to any LIBO Loan, on the
last day of the Interest Period applicable to the Borrowing of which such LIBO Loan is a part, and,
in addition, if such LIBO Loan has an Interest Period of greater than ninety (90) days, the last
day of the third month of such Interest Period.



     “Interest Period” means, with respect to any LIBO Borrowing, the period commencing on
the date of such Borrowing and ending on the numerically corresponding day in the calendar month
that is one (1), two (2), three (3), six (6) or twelve (12) months thereafter, as the Lead Borrower
may elect by notice to the Administrative Agent in accordance with the provisions of this
Agreement; provided, however, that (a) if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next succeeding Business
Day unless such next succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that
commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month during which such Interest Period ends)
shall end on the last Business Day of the calendar month of such Interest Period, (c) any Interest
Period that would otherwise end after the Termination Date shall end on the Termination Date, and
(d) notwithstanding the provisions of clause (c), no Interest Period shall have a duration of less
than one (1) month, and if any Interest Period applicable to a LIBO Borrowing would be for a
shorter period, such Interest Period shall not be available hereunder. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter
shall be the effective date of the most recent conversion or continuation of such Borrowing.



19









 





     “Inventory” has the meaning assigned to such term in the Security Agreement or the
General Security Agreements and, as regards inventory located in Canada, includes all “inventory”
as defined in the PPSA.



     “Inventory Advance Rate” means 65%, subject to adjustment in the reasonable discretion
of the Administrative Agent based upon the results of any appraisal conducted in accordance with
SECTION 5.08.



     “Inventory Reserves” means such reserves as may be established from time to time by
the Administrative Agent, in the Administrative Agent’s reasonable commercial discretion exercised
in good faith with respect to changes in the determination of the saleability, at retail, of the
Eligible Inventory or which reflect such other factors as negatively affect the market value of the
Eligible Inventory.



     “Investment” means with respect to any Person:




     (a) Any Capital Stock, evidence of Indebtedness or other security of another Person,
including any option, warrant or right to acquire the same;




     (b) Any loan, advance, contribution to capital, Guarantee of any obligation of another
Person, extension of credit (except for current trade and customer accounts receivable for
inventory sold or services rendered in the ordinary course of business and payable in
accordance with customary trade terms) to another Person;




     (c) Any Acquisition; and




     (d) Any other investment or interest in any Person,



     in all cases whether now existing or hereafter made.



     “Issuing Banks” means, individually and collectively, in its capacity as an issuer of
Letters of Credit hereunder, any Lender. Any Lender, as Issuing Bank, may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which
case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit
issued by such Affiliate.



     “Joinder Agreement” shall mean an agreement, in form and substance reasonably
satisfactory to Administrative Agent, pursuant to which, among other things, a Person becomes a
party to, and bound by the terms of, this Agreement and/or the other Loan Documents in the same
capacity and to the same extent as either a Borrower or a Guarantor, as the Administrative Agent
may determine.



     “Landlord Lien State” means Washington, Virginia, Pennsylvania and such other state(s)
or province(s) in which a landlord’s claim for rent has priority by operation of Applicable Law
over the lien of the Collateral Agent in any of the Collateral.



     “Lead Borrower” has the meaning set forth in the Preamble to this Agreement.



20









 





     “Lease” means any agreement, whether written or oral, no matter how styled or
structured, pursuant to which a Loan Party is entitled to the use or occupancy of any space in a
structure, land, improvements or premises for any period of time.



     “Lenders” means the Persons identified on Schedule 1.1 hereto and each
assignee that becomes a party to this Agreement as set forth in SECTION 9.04(b) and each Additional
Commitment Lender that becomes a party to this Agreement as set forth in SECTION 2.02.



     “Letter of Credit” means a letter of credit that is (i) issued pursuant to this
Agreement for the account of a Borrower, (ii) a Standby Letter of Credit or Commercial Letter of
Credit, issued in connection with the purchase of Inventory by a Borrower and for other purposes
for which such Borrower has historically obtained letters of credit, or for any other purpose that
is reasonably acceptable to the Administrative Agent, and (iii) in form reasonably satisfactory to
the Issuing Bank. Without limiting the foregoing, all Existing Letters of Credit shall be deemed
to have been issued hereunder and shall for all purposes be deemed to be “Letters of Credit”
hereunder.



     “Letter of Credit Disbursement” means a payment made by an Issuing Bank to the
beneficiary of, and pursuant to, a Letter of Credit.



     “Letter of Credit Fees” means the fees payable in respect of Letters of Credit
pursuant to SECTION 2.19.



     “Letter of Credit Outstandings” means, at any time, the sum of (a) the Stated Amount
of all Letters of Credit outstanding at such time, plus (b) all amounts theretofore drawn
or paid under Letters of Credit for which the Issuing Bank has not then been reimbursed.



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



     “LIBO Loan” shall mean any Loan bearing interest at a rate determined by reference to
the Adjusted LIBO Rate in accordance with the provisions of Article II.



     “LIBO Rate” means, with respect to any LIBO Borrowing for any Interest Period, the
rate appearing on Telerate Page 3750, as determined by the Administrative Agent from time to time
for purposes of providing quotations of interest rates applicable to dollar deposits in the London
interbank market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to
such Interest Period. In the event that such rate is not available at such time for any reason,
then the “LIBO Rate” with respect to such LIBO Borrowing for such Interest Period shall be that
rate of interest (rounded upwards, if necessary to the next 1/100 of 1%) determined by the
Administrative Agent to be the highest prevailing rate per annum at which deposits in dollars are
offered to Bank of America by first class banks in the London interbank market in which Bank of
America participates at 11:00 a.m. (London time) not less than two Business Days before the first
day of the Interest Period for the subject LIBO Borrowing, for a deposit approximately in the
amount of the subject Borrowing and for a period of time approximately equal to such Interest
Period.



21









 





     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance (choate or inchoate), charge or security interest in, on or of
such asset, and, with respect to the Collateral located in Canada, also includes any prior claim or
deemed trust in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a third party with
respect to such securities.



     “Line Fee” means a fee equal to 0.25% per annum (on the basis of actual days elapsed
in a year of 360 days) of the average daily balance of the difference between (x) each Lender’s
Commitment and (y) the sum of (i) such Lender’s Commitment Percentage of the principal amount of
Loans then outstanding, net of any Swingline Loans, and (ii) such Lender’s Commitment Percentage of
the then Letter of Credit Outstandings for each day commencing on the date hereof and ending on but
excluding the Termination Date.



     “Loan Account” has the meaning assigned to such term in SECTION 2.20.



     “Loan Documents” means this Agreement, the Notes, the Letters of Credit, the Fee
Letter, all Borrowing Base Certificates, the Blocked Account Agreements, the Credit Card
Notifications, the Security Documents, the Facility Guarantee, the Facility Guarantors’ Collateral
Documents, and any other instrument or agreement now or hereafter executed and delivered in
connection herewith, or in connection with any transaction arising out of any Bank Product, or Cash
Management Services, each as amended and in effect from time to time.



     “Loan Party” or “Loan Parties” means the Borrowers and the Facility
Guarantors.



     “Loans” means all Revolving Credit Loans and other advances to or for account of the
Borrowers pursuant to this Agreement.



     “Margin Stock” has the meaning assigned to such term in Regulation U.



     “Material Adverse Effect” means any event, fact, or circumstance, which, after the
Closing Date, has a material adverse effect on, (a) the business, assets, financial condition,
income or prospects of the Loan Parties taken as a whole, or (b) the validity or enforceability of
this Agreement or the other Loan Documents, in any material respect, or any of the material rights
or remedies of the Credit Parties hereunder or thereunder.



     “Material Canadian Subsidiary” means as to any Person, a Canadian Subsidiary of such
Person that, as of the end of the most recent Fiscal Quarter owns assets consisting of Inventory
and Accounts of more than $10,000,000, individually. The designation of a Subsidiary as a
“Material Canadian Subsidiary” shall be permanent notwithstanding any subsequent reduction in such
Subsidiary’s assets, unless otherwise consented to by the Administrative Agent. As of the Closing
Date, there are no Material Canadian Subsidiaries.



     “Material Domestic Subsidiary” means as to any Person, a Domestic Subsidiary of such
Person that, as of the end of the most recent Fiscal Quarter owns assets consisting of Inventory
and Accounts of more than $10,000,000, individually. The designation of a Subsidiary as a



22









 




“Material Domestic Subsidiary” shall be permanent notwithstanding any subsequent reduction in
such Subsidiary’s assets, unless otherwise consented to by the Administrative Agent. As of the
Closing Date, the Subsidiaries listed on Schedule 1.8 are not Material Domestic Subsidiaries.




     “Material Indebtedness” means Indebtedness (other than the Obligations and
inter-company Indebtedness) of the Loan Parties in an aggregate principal amount exceeding
$5,000,000. For purposes of determining the amount of Material Indebtedness at any time, the
amount of the obligations in respect of any Financial Hedge at such time shall be calculated at the
Agreement Value thereof.



     “Material Subsidiary” means a Material Canadian Subsidiary or a Material Domestic
Subsidiary, as the case may be.



     “Maturity Date” means November 22, 2010.



     “Maximum Rate” has the meaning provided therefor in SECTION 9.13.



     “Minority Lenders” has the meaning provided therefor in SECTION 9.02(c).



     “Moody’s” means Moody’s Investors Service, Inc.



     “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.



     “Net Proceeds” means, with respect to any event, (a) the cash proceeds received in
respect of such event, including (i) any cash received in respect of any non-cash proceeds, but
only as and when received, (ii) in the case of a casualty, insurance proceeds, and (iii) in the
case of a condemnation or similar event, condemnation awards and similar payments, in each case net
of (b) the sum of (i) all reasonable fees and out-of-pocket expenses (including appraisals, and
brokerage, legal, title and recording tax expenses and commissions) paid by any Loan Party or a
Subsidiary to third parties (other than Affiliates) in connection with such event, and (ii) in the
case of a sale or other disposition of an asset (including pursuant to a casualty or condemnation),
the amount of all payments required to be made by any Loan Party as a result of such event to repay
(or to establish an escrow for the repayment of) any Indebtedness (other than the Obligations and
any other obligations secured by the Security Documents) secured by such asset or otherwise subject
to mandatory prepayment as a result of such event, or a Permitted Encumbrance that is senior to the
Lien of the Collateral Agent.



     “Notes” means, collectively, (i) Revolving Credit Notes and (ii) the Swingline Note,
each as may be amended, supplemented or modified from time to time.



     “Obligations” means (a) the due and punctual payment of (i) the principal of, and
interest (including all interest that accrues after the commencement of any case or proceeding by
or against any Borrower or Facility Guarantor under the Bankruptcy Code, the BIA or the CCAA or any
state, federal or provincial bankruptcy, insolvency, receivership or similar law, whether or not
allowed in such case or proceeding) on the Loans, as and when due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to
be made by the Loan Parties under this Agreement or any other Loan Document in respect of



23









 




any Letter of Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise, of the Loan Parties to the Credit Parties under this
Agreement and the other Loan Documents, including, without limitation, for Cash Management
Services, (b) the due and punctual payment and performance of all the covenants, agreements,
obligations and liabilities of each Loan Party under or pursuant to this Agreement and the other
Loan Documents, and (c) Other Liabilities.




     “Other Liabilities” means any transaction with any Agent, any Lender or any of their
respective Affiliates, which arises out of any Bank Product provided by any such Person, as each
may be amended from time to time.



     “Other Taxes” means any and all current or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made under any
Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any
Loan Document.



     “Overadvance” means a loan, advance, or providing of credit support (such as the
issuance of an Letter of Credit) to the extent that, immediately after its having been made,
Availability is less than zero.



     “Participant” shall have the meaning provided therefor in SECTION 9.04(e).



     “Parent” means Pier 1 Imports, Inc.



     “Participation Register” has the meaning provided therefor in SECTION 9.04(e).



     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.



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




     (a) No Default or Event of Default then exists or would arise from the consummation of
such Acquisition;




     (b) If any proceeds of the Loan are to be used for such Acquisition, such Acquisition
shall have been approved by the Board of Directors of the Person (or similar governing body
if such Person is not a corporation) which is the subject of such Acquisition and such
Person shall not have announced that it will oppose such Acquisition or shall not have
commenced any action which alleges that such Acquisition will violate Applicable Law;




     (c) If the Acquisition is an Acquisition of Capital Stock, a Loan Party shall own
directly or indirectly a majority of the Capital Stock in the Person being acquired and
shall Control a majority of any voting interests, and/or shall otherwise Control the
governance of the Person being acquired;



24









 






     (d) The Agents shall have received (i) if the Administrative Agent, in its sole
discretion, determines that any of the assets to be included in the Acquisition may be
included in the Borrowing Base, the results of appraisals of the assets (or the assets of
the Person) to be acquired in such Acquisition and of a commercial finance examination of
the Person which is (or whose assets are) being acquired, and (ii) such other due diligence
as the Agents may reasonably require, all of the results of the foregoing to be reasonably
satisfactory to the Agents;




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




     (f) If the Person which is the subject of such Acquisition will be maintained as a
Material Domestic Subsidiary of a Loan Party, or if the assets acquired in an acquisition
will be transferred to a Material Domestic Subsidiary which is not a Loan Party, such
Subsidiary shall have been joined as a “Loan Party” hereunder, and the Collateral Agent
shall have received a first priority security and/or mortgage interest in such Subsidiary’s
Inventory and Accounts and other property of the same nature as constitutes collateral under
the Security Documents in order to secure the Obligations; and




     (g) The Borrower has provided projections on a pro-forma basis for the six months
following such Acquisition, and has demonstrated that Availability will be equal to or
greater than thirty percent (30%) of the Revolving Credit Ceiling after giving effect to
such Acquisition and for the six month period thereafter.



     “Permitted Disposition” means any of the following:




     (a) licensed departments of a Loan Party or any of its Subsidiaries in the ordinary
course of business;




     (b) bulk sales or other dispositions of the Borrowers’ Inventory not in the ordinary
course of business in an amount not to exceed (i) in any Fiscal Year of the Parent and its
Subsidiaries, 10% of the Cost of the Borrowers’ Eligible Inventory at the commencement of
the immediately preceding Fiscal Year, and (ii) in the aggregate from and after the Closing
Date, 25% of the Cost of the Borrowers’ Eligible Inventory as of the Closing Date,
provided that all sales of Inventory in connection with store closings which are in
the aggregate in excess of ten percent (10%) of the stores owned as of the Closing Date
shall be in accordance with liquidation agreements and with professional liquidators
reasonably acceptable to the Administrative Agent;




     (c) Dispositions of equipment in the ordinary course of business that is substantially
worn, damaged, obsolete or, in the judgment of a Loan Party, no longer used or useful in its
business or that of any Subsidiary;




     (d) Sales, transfers and dispositions among the Loan Parties;



25









 






     (e) Any sale or sale-leaseback transaction of real property owned by any of the Loan
Parties; and




     (f) Disposition of any assets or capital stock of any Subsidiary which is not a Loan
Party.




     “Permitted Dividends” means:




     (a) Dividends with respect to Capital Stock payable solely in additional shares of or
warrants to purchase common stock;




     (b) Stock splits or reclassifications of stock into additional or other shares of
common stock;




     (c) The declaration and payment of a dividend by any Subsidiary of a Loan Party to a
Loan Party;




     (d) The declaration and payment of regularly scheduled quarterly cash dividends by Pier
1 Imports, Inc. to its Shareholders, in an amount not to exceed $20,000,000 in any Fiscal
Quarter, so long as no Cash Dominion Event or Event of Default has occurred or shall occur
after giving effect to such dividend;




     (e) The declaration and payment of any Restricted Payment in the form of a one time
dividend by Pier 1 Imports, Inc. in an amount not to exceed $30,000,000 at any time so long
as (i) no Event of Default has occurred or shall occur after giving effect to such dividend,
and (ii) the Borrower has provided projections on a pro-forma basis for the six months
following such Restricted Payment, and has demonstrated that Availability will be equal to
or greater than thirty percent (30%) of the Revolving Credit Ceiling after giving effect to
such Restricted Payment and for the six month period thereafter; and




     (f) The payment of any Restricted Payment in connection with the repurchase of Parent’s
publicly traded stock so long as (i) no Event of Default has occurred or shall occur after
giving effect to such Restricted Payment, and (ii) Availability will be equal to or greater
than thirty percent (30%) of the Revolving Credit Ceiling after giving effect to such
Restricted Payment, provided however, when Availability is less than fifty percent (50%) of
the Revolving Credit Ceiling the Administrative Agent may request and the Borrowers shall
provide projections to evidence that Availability will be equal to or greater than thirty
percent (30%) of the Revolving Credit Ceiling after giving effect to such Restricted Payment
and for the six month period thereafter.



     “Permitted Encumbrances” means:




     (a) Liens imposed by law for Taxes that are not yet due or are being contested in
compliance with SECTION 5.05;




     (b) Carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like
Liens imposed by Applicable Law, arising in the ordinary course of business



26









 







and securing obligations that are not overdue by more than thirty (30) days or are
being contested in compliance with SECTION 5.05;




     (c) Pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance and other social security laws or regulations;




     (d) Deposits to secure or relating to the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds (and Liens arising in
accordance with Applicable Law in connection therewith), and other obligations of a like
nature, in each case in the ordinary course of business;




     (e) Judgment Liens in respect of judgments that do not constitute an Event of Default
under SECTION 7.01(l);




     (f) Easements, covenants, conditions, restrictions, building code laws, zoning
restrictions, rights-of-way or similar agreements and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected property or
materially interfere with the ordinary conduct of business of a Loan Party;




     (g) Any Lien on any property or asset of any Loan Party set forth in Schedule
6.02, provided that, if such Lien secured Indebtedness, such Lien shall secure only the
Indebtedness listed on Schedule 6.01 as of the Closing Date (and extensions,
renewals and replacements thereof permitted under SECTION 6.01);




     (h) Liens on fixed or capital assets acquired by any Loan Party which are permitted
under SECTION 6.01 so long as (i) such Liens and the Indebtedness secured thereby are
incurred prior to or within ninety (90) days after such acquisition or the completion of the
construction or improvement thereof (other than refinancings thereof permitted hereunder),
(ii) the Indebtedness secured thereby does not exceed 100% of the cost of acquisition or
improvement of such fixed or capital assets, (iii) such Liens shall not extend to any other
property or assets of the Loan Parties;




     (i) Liens in favor the Collateral Agent for its own benefit and the benefit of the
other Credit Parties;




     (j) Landlords’ and lessors’ Liens in respect of rent not in default for more than
thirty (30) days or the existence of which, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.




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



27









 






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




     (m) Liens on Real Estate or on the Capital Stock of the Persons owning such Real Estate
to finance or refinance Indebtedness permitted by clause (i) of the definition of Permitted
Indebtedness provided that such Liens shall not apply to any property or assets of
the Loan Parties other than the Real Estate or Capital Stock so financed or refinanced;




     (n) Liens attaching solely to cash earnest money deposits in connection with any letter
of intent or purchase agreement in connection with a Permitted Acquisition.




     (o) Liens arising from precautionary UCC filings regarding “true” operating leases or
the consignment of goods to a Party;




     (p) Liens created or contemplated by the Securitization Program Documents on the
Private Label Receivables;




     (q) Voluntary Liens on assets in existence at the time such assets are acquired
pursuant to a Permitted Acquisition or on assets of a Subsidiary of a Borrower in existence
at the time such Subsidiary is acquired pursuant to a Permitted Acquisition; provided, that
such Liens are not incurred in connection with or in anticipation of such Permitted
Acquisition and do not attach to any other assets of any Loan Party and provided further
that in no event shall such assets be included as eligible for borrowing under the Borrowing
Base;




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




     (s) Liens placed on any of the assets or equity interests of a Foreign Subsidiary;




     (t) any interest or title of a licensor, sublicensor, lessor or sublessor under any
license or operating or true lease agreement;




     (u) licenses, sublicenses, leases or subleases granted to third Persons in the ordinary
course of business;



28









 






     (v) the replacement, extension or renewal of any Permitted Encumbrance; provided, that
such Lien shall at no time be extended to cover any assets or property other than such
assets or property subject thereto on the Closing Date or the date such Lien was incurred,
as applicable;




     (w) Liens arising by operation of law under Article 4 of the UCC (or any similar law in
Canada) in connection with collection of items provided for therein;




     (x) Liens arising by operation of law under Article 2 of the UCC (or any similar laws
in Canada) in favor of a reclaiming seller of goods or buyer of goods;




     (y) Liens on operating accounts subject to overdraft protection or securities accounts
in connection with overdraft protection and netting services;




     (z) Security given to a public or private utility or any Governmental Authority as
required in the ordinary course of business;




     (aa) Liens on assets not otherwise permitted hereunder, provided that (i) if such Liens
secure Indebtedness, such Indebtedness is Permitted Indebtedness and (ii) no Collateral
consisting of Inventory or Accounts and the proceeds thereof is subject to any such Liens
(other than those Permitted Encumbrances described in clauses (a) and (b) of the definition
of Permitted Encumbrances) and (iii) the aggregate outstanding principal amount of the
obligations secured by such Liens does not exceed (as to all Loan Parties) $2,000,000.00 at
any one time; and




     (bb) Liens in favor of a financial institution encumbering deposits (including the
right of setoff) held by such financial institution in the ordinary course of business in
respect of Indebtedness permitted hereunder and which are within the general parameters
customary in the banking industry;


provided, however, that, except as provided in any one or more of clauses (a)
through (bb) above, the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness for borrowed money.




     “Permitted Indebtedness” means each of the following:




     (a) Indebtedness created under the Loan Documents;




     (b) Indebtedness set forth in Schedule 6.01 and extensions, renewals and
replacements of any such Indebtedness, so long as after giving effect thereto (i) the
principal amount of the Indebtedness outstanding at such time is not increased (except by
the amount of any accrued interest, reasonable closing costs, expenses, fees, and premium
paid in connection with such extension, renewal or replacement), (ii) if the final maturity
date of such Indebtedness on Schedule 6.01 is prior to the Maturity Date, the result of such
extension, renewal or replacement shall not be an earlier maturity date or decreased
weighted average life and (iii) if the final maturity date of such Indebtedness on Schedule
6.01 is after the Maturity Date, the result of such extension, renewal or replacement shall



29









 







not be a maturity date earlier than the earlier of (A) a date that is at least six (6)
months after the Maturity Date, or (B) the maturity date of the Indebtedness being
refinanced;




     (c) Indebtedness of any Loan Party to any other Loan Party or to any of their
Affiliates;




     (d) Guarantees by any Loan Party of Indebtedness or other obligations arising in the
ordinary course of business of any other Loan Party;




     (e) Purchase money Indebtedness of any Loan Party to finance the acquisition or
improvement of any fixed or capital assets, including Capital Lease Obligations (excluding
therein any Indebtedness incurred in connection with sale or sale-leaseback transactions
permitted under clause (k) of this definition), and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets prior to the
acquisition thereof (and not incurred in contemplation of such acquisition, and extensions,
renewals and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof or result in an earlier maturity date or decreased weighted average
life thereof; provided, however, that the aggregate principal amount
of Indebtedness permitted by this clause (e) shall not exceed $20,000,000 at any time
outstanding;




     (f) Indebtedness under Financial Hedges, other than for speculative purposes, entered
into in the ordinary course of business;




     (g) Contingent liabilities under surety bonds or similar instruments incurred in the
ordinary course of business in connection with the construction or improvement of retail
stores;




     (h) Indebtedness (if any) in relation to the Securitization Program;




     (i) Indebtedness incurred for the construction or acquisition of, or to finance or to
refinance, any Real Estate owned by any Loan Party;




     (j) Indebtedness with respect to the deferred purchase price for any Permitted
Acquisition, provided that no such Indebtedness shall be secured by any of the
Collateral;




     (k) Indebtedness incurred in connection with sale and sale-leaseback transactions
permitted hereunder;




     (l) Subordinated Indebtedness;




     (m) Indebtedness incurred by any Foreign Subsidiary for working capital or general
corporate purposes which is not guaranteed by or secured by any assets of any Loan Party
(other than the capital stock of such Foreign Subsidiary);




     (n) Indebtedness constituting the obligation to make purchase price adjustments and
indemnities in connection with Permitted Acquisitions;



30









 






     (o) Guarantees and letters of credit and surety bonds issued in connection with
Permitted Acquisitions and Permitted Dispositions;




     (p) Indebtedness of any Loan Party acquired pursuant to a Permitted Acquisition (or
Indebtedness assumed at the time and as a result of a Permitted Acquisition); provided, that
in each case such Indebtedness was not incurred in connection with, or in anticipation or
contemplation of, such Permitted Acquisition;




     (q) Indebtedness relating to surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;




     (r) without duplication of any other Indebtedness, non-cash accruals of interest,
accretion or amortization of original issue discount and/or pay-in-kind interest;




     (s) Indebtedness relating to existing letters of credit obtained from Canadian
financial institutions, as listed on Schedule 1.9 hereto, provided that the security for any
such documentary letter of credit may not be secured by the Inventory represented thereby;
and




     (t) other unsecured Indebtedness in an aggregate principal amount not exceeding
$500,000,000 at any time outstanding.



     “Permitted Investments” means each of the following:




     (a) Government Securities;




     (b) Collective investment funds created pursuant to Regulation 9 of the Office of the
Comptroller of the Currency of the United States, rated AAA by S&P or Aaa by Moody’s and in
compliance with Securities and Exchange Commission Rule 2(a)7, that are invested solely in
one or more securities of the United States government, securities issued by one or more
agencies of the United States government, repurchase agreements, reverse repurchase
agreements, and individual corporate securities rated AAA by S&P or Aaa by Moody’s;




     (c) Certificates of deposit, Eurodollar certificates of deposit, demand and time
deposits, and prime bankers acceptances issued by any financial institution organized and
existing under the laws of the United States of America or any of its states and having on
the date of the investment an S&P rating of at least A- or A-1 or a Moody’s rating of at
least A-3 or P-1, in each case due within one year after the date of the making of the
investment;




     (d) Fully collateralized repurchase agreements with a financial institution described
in clause (c) above having a defined termination date, fully secured by obligations of the
United States government, or its agencies, and due within one year after the date of the
making of the investment;



31









 






     (e) Tax-exempt mutual funds that invest in municipal securities rated A1 or higher or
AA or higher by S&P or P1 or higher or Aa or higher by Moody’s and in compliance with
Securities and Exchange Commission Rule 2(a)7;




     (f) Variable-rate tax-exempt demand notes issued by municipalities and rated AA or
higher by S&P or Aa or higher by Moody’s and due within one year after the date of the
making of the investment;




     (g) Commercial paper issued by corporations and rated A2 or higher by S&P or P2 or
higher by Moody’s and corporate debt obligations rated BBB or higher by S&P or Baa2 or
higher by Moody’s. So long as the instrument is rated A1 or higher or A- or higher by S&P
or P1 or higher or A3 or higher by Moody’s it must be due within one year after the date of
the making of the investment, otherwise it shall be due within 90 days after the date of the
making of the investment;




     (h) Loan participations through a financial institution described in clause (c) above
provided the underlying corporate credit is rated A2 or higher by S&P and P2 or higher by
Moody’s and provided such loan participations are limited in duration to overnight
investments;




     (i) Investments by any one or more Loan Parties in other Loan Parties so long as no
Default or Event of Default exists or arises as a result thereof;




     (j) Working-capital advances and loans from Borrower to The Pier Retail Group Limited
that are not outstanding more than 360 days and that never exceed a total of $15,000,000
principal amount outstanding at any time;




     (k) Borrower’s ownership of beneficial interests in securitized receivables or in any
master trust established in connection with the sale of accounts receivable for an accounts
receivable financing or securitization facility;




     (l) Loans or advances to directors, officers, and employees of the Loan Parties that
never exceed a total of $10,000,000 outstanding for all of the Loan Parties and to the
extent not prohibited by the Sarbanes-Oxley Act of 2002;




     (m) Indebtedness of customers created in any Loan Party’s ordinary course of business
in a manner consistent with its present practices;




     (n) Financial Hedges not for speculative purposes;




     (o) Auction rate securities issued by Federal agencies, municipal Governmental
Authorities, or corporations and rated AAA by S&P or Aaa by Moody’s;




     (p) Callable agency securities issued by government-sponsored entities and rated AAA by
S&P or Aaa by Moody’s;




     (q) Agency bullet securities issued by government-sponsored entities and rated AAA by
S&P or Aaa by Moody’s;



32









 






     (r) Permitted Acquisitions; and




     (s) Other Investments (including less than 50% of the Capital Stock of any other
Person) in an amount not to exceed $50,000,000 in the aggregate outstanding at any time.



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




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




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


provided however, that the foregoing shall not (i) modify or abrogate any of the
provisions of SECTION 2.13(e) regarding any Lender’s obligations with respect to Letter of Credit
Disbursements, or (ii) result in any claim or liability against the Administrative Agent
(regardless of the amount of any Overadvance) for “inadvertent Overadvances” (i.e. where an
Overadvance results from changed circumstances beyond the control of the Administrative Agent (such
as a reduction in the collateral value)), and further provided that in no event shall the
Administrative Agent make an Overadvance, if after giving effect thereto, the principal amount of
the Credit Extensions would exceed the aggregate of the Commitments (as in effect prior to any
termination of the Commitments pursuant to SECTION 7.01 hereof).




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



     “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which the Lead Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA.



     “PPSA” means the Personal Property Security Act of Ontario (or any successor statute)
or similar legislation of any other Canadian jurisdiction, including, without limitation, the Civil
Code of Québec, the laws of which are required by such legislation to be applied in connection with
the issue, perfection, enforcement, opposability, validity or effect of security interests.



     “Prepayment Event” means any of the following events:




     (a) Any sale, transfer or other disposition (including pursuant to a sale and leaseback
transaction) of any Collateral, other than the sale of Inventory in the ordinary course of
business;



33









 






     (b) Any casualty or other insured damage to, or any taking under power of eminent
domain or by condemnation or similar proceeding of, any Collateral, unless the proceeds
therefrom are required to be paid to the holder of a Lien on such property or asset having
priority over the Lien of the Collateral Agent; or




     (c) The incurrence by a Loan Party of any Indebtedness other than Permitted
Indebtedness.



     “Prime Rate” means, 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
Administrative Agent 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 Administrative Agent 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.



     “Prime Rate Loan” means any Revolving Credit Loan bearing interest at a rate
determined by reference to the Prime Rate, in accordance with the provisions of Article II.



     “Private Label Receivables” means Accounts due to a Borrower or its Affiliates arising
from the use of any Borrower’s or its Affiliate’s private label credit cards pursuant to a Private
Label Credit Card Agreement.



     “Private Label Credit Card Agreement” means, with respect to each Account which arises
from a consumer revolving credit account arrangement, and collectively with respect to all of such
Accounts, the agreements between the card issuer and each account debtor, governing the terms and
conditions of the Account, as such agreements may be amended, modified or otherwise changed from
time to time and as distributed (including any amendments and revisions thereto) to holders of such
consumer revolving credit card accounts.



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



     “Register” has the meaning provided in SECTION 9.04(c).



     “Regulation U” means Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation X” means Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



34









 





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



     “Release” has the meaning provided in Section 101(22) of CERCLA.



     “Reports” has the meaning provided in SECTION 8.13.



     “Required Lenders” means, at any time, Lenders (other than Delinquent Lenders) having
Commitments aggregating more than 50% of the Total Commitments, or if the Commitments have been
terminated, Lenders (other than Delinquent Lenders) whose percentage of the outstanding Credit
Extensions (calculated assuming settlement and repayment of all Swingline Loans by the Lenders)
aggregate not less than 50% of all such Credit Extensions.



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



     “Responsible Officer” of any Person shall mean any executive officer or financial
officer of such Person and any other officer or similar official thereof with responsibility for
the administration of the obligations of such Person in respect of this Agreement.



     “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any class of Capital Stock of a Person, or 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 Capital Stock of a Person or any option, warrant or other right to acquire any
Capital Stock of a Person provided that “Restricted Payments “ shall not include any
dividends payable solely in Capital Stock of a Loan Party.



     “Revolving Credit Ceiling” means $325,000,000, as such amount may be increased or
reduced in accordance with the terms of this Agreement.



     “Revolving Credit Loans” means all loans at any time made by any Lender pursuant to
Article II and, to the extent applicable, shall include Swingline Loans made by the Swingline
Lender pursuant to SECTION 2.06.



     “Revolving Credit Notes” means the promissory notes of the Borrowers substantially in
the form of Exhibit D, each payable to the order of a Lender, evidencing the Revolving
Credit Loans made to the Borrowers.



     “RPA” has the meaning set forth in Section 6.15 hereof.



     “S&P” means Standard & Poor’s.



     “SEC” means the Securities and Exchange Commission.



     “Securitization Program” means the Private Label Receivables securitization program
conducted by any of the Loan Parties and the Securitization Program Subsidiaries, as in effect from
time to time in accordance with the terms hereof.



35









 





     “Securitization Program Documents” means the documents listed on Schedule 1.2
hereto and all other documentation, agreements and instruments entered into in connection therewith
or pursuant to any other Private Label Receivables financing program of any of the Loan Parties and
the Securitization Program Subsidiaries in effect from time to time, as the same may hereafter be
amended, modified, supplemented or refinanced from time to time in accordance with the provisions
hereof and thereof.



     “Securitization Program Subsidiaries” means a bankruptcy remote, special purpose
entity that (i) satisfied, as of the date of its formation, the special purpose entity criteria
published by Standard & Poors and in effect as of such date, and (ii) was created to facilitate one
or more Securitization Programs. As of the Closing Date, the Securitization Program Subsidiaries
are listed on Schedule 1.3.



     “Security Agreement” means the Security Agreement dated as of the Closing Date among
the Loan Parties and the Collateral Agent for its benefit and for the benefit of the other Credit
Parties, as amended and in effect from time to time.



     “Security Documents” means the Security Agreement, the General Security Agreements,
the Deeds of Hypothec, the Facility Guarantee, the Facility Guarantors’ Collateral Documents, and
each other security agreement or other instrument or document executed and delivered pursuant to
this Agreement or any other Loan Document to secure any of the Obligations or the Other
Liabilities.



     “Settlement Date” has the meaning provided in SECTION 2.22(b).



     “Shrink” means Inventory identified by the Borrowers as lost, misplaced, or stolen.



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



     “Specified Default” means the occurrence of any Event of Default specified in SECTIONS
7.01(a), 7.01(b), 7.01(c), 7.01(d) (with respect to Article VI, SECTIONS 5.01(d), 5.08(b) or 5.11
only), 7.01(f)(but only to the extent such Material Indebtedness has been accelerated), 7.01(g),
7.01(h), 7.01 (i), 7.01(j), 7.01(k), 7.01(n), 7,01(o), 7.01(p) or 7.01(s).



     “Standby Letter of Credit” means any Letter of Credit other than a Commercial Letter
of Credit.



36









 





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



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



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



     “Subsidiary” means with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s Consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other entity
(a) of which Capital Stock representing more than 50% of the equity or more than 50% of the
ordinary voting power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, Controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and
one or more subsidiaries of the parent: For purposes hereof, a Securitization Program Subsidiary
shall not be deemed a Subsidiary.



     “Swingline Lender” means Bank of America, N.A., in its capacity as lender of Swingline
Loans hereunder.



     “Swingline Loan” means a Loan made by the Swingline Lender to a Borrower, pursuant to
SECTION 2.06 hereof.



     “Swingline Loan Ceiling” means $30,000,000.00.



     “Swingline Note” means the promissory note of the Borrowers substantially in the form
of Exhibit E, payable to the order of the applicable Swingline Lender, evidencing the
Swingline Loans made by the Swingline Lender to the Borrowers.



     “Synthetic Lease” means any lease or other agreement for the use or possession of
property creating obligations which do not appear as Indebtedness on the balance sheet of the
lessee thereunder but which, upon the insolvency or bankruptcy of such Person, may be characterized
as Indebtedness of such lessee without regard to the accounting treatment.



37









 





     “Taxes” means any and all current or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



     “Termination Date” means the earliest to occur of (i) the Maturity Date, (ii) the date
on which the maturity of the Obligations is accelerated and the Commitments are irrevocably
terminated, or (iii) the date of the occurrence of any Event of Default pursuant to SECTION 7.01(h)
or 7.01(i) hereof.



     “Total Commitments” means, at any time, the sum of the Commitments at such time. As
of the Closing Date, the Total Commitments aggregate $325,000,000.



     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate, or the Prime Rate, as applicable.



     “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York.



     “Unanimous Consent” means the consent of Lenders (other than Delinquent Lenders)
holding 100% of the Commitments (other than Commitments held by a Delinquent Lender).



     “Unused Commitment” shall mean, on any day, (a) the then Total Commitments minus (b)
the sum of (i) the principal amount of Loans then outstanding, and (ii) the then Letter of Credit
Outstandings.



     “Unused Fee” has the meaning provided in SECTION 2.19(b).



     “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



SECTION 1.02 Terms Generally.




     The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to
have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to
include such Person’s permitted successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement, (e) the term “security interest” shall include a
hypothec and the term hypothecation, (f) the term “solidary” as used herein shall be read and



38









 




interpreted in accordance with the Civil Code of Québec, (g) any reference to “registration”
or “filing” in respect of security, security interest or hypothecation shall also mean
“publishing”, (h) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible, moveable and immoveable, and intangible assets and
properties, including cash, securities, accounts and contract rights and (i) all financial
statements and other financial information provided by the Borrowers to the Agents or any Lender
shall be provided with reference to dollars, (j) all references to “$” or “dollars” or to amounts
of money shall be deemed to be references to the lawful currency of the United States of America,
and (k) this Agreement and the other Loan Documents are the result of negotiation among, and have
been reviewed by counsel to, among others, the Borrowers and the Agents and are the product of
discussions and negotiations among all parties. Accordingly, this Agreement and the other Loan
Documents are not intended to be construed against the Agents or any of the Lenders merely on
account of the Agents’ or any Lender’s involvement in the preparation of such documents.




     SECTION 1.03 Accounting Terms; GAAP. 



     Except as otherwise expressly provided herein, all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect on the Closing Date; provided,
however, that if the Lead Borrower notifies the Administrative Agent that the Lead Borrower
requests an amendment to any provision hereof to reflect the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision shall be interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become
effective until such provision shall have been amended in accordance herewith.



ARTICLE II




Amount and Terms of Credit




SECTION 2.01 Commitment of the Lenders.




          (a) Each Lender, severally and not jointly with any other Lender, agrees, upon the terms and
subject to the conditions herein set forth, to make Credit Extensions to or for the benefit of the
Borrowers, on a revolving basis, subject in each case to the following limitations:





               (i) The aggregate outstanding amount of the Credit Extensions shall not at any time
either (A) exceed $325,000,000 or, in each case, any greater or lesser amount to which the
Total Commitments have then been increased or reduced by the Borrowers pursuant to SECTION
2.02 or SECTION 2.15 hereof, or (B) cause Availability to be less than zero;




               (ii) Letters of Credit shall be available from the Issuing Banks to the Borrowers,
subject to the ratable participation of the Lenders, as set forth in SECTION



39









 






2.13. The Borrowers shall not permit the aggregate Letter of Credit Outstandings at
any time to exceed $200,000,000;




               (iii) No Lender shall be obligated to make any Credit Extension to the Borrowers in
excess of such Lender’s Commitment; and




               (iv) Subject to all of the other provisions of this Agreement, Revolving Credit Loans
to the Borrowers that are repaid may be reborrowed prior to the Termination Date. No new
Credit Extensions (other than Permitted Overadvances) shall be made to the Borrowers after
the Termination Date.



          (b) Except as provided in SECTION 2.01(a)(iii), each Borrowing of Revolving Credit Loans to
the Borrowers (other than Swingline Loans) shall be made by the Lenders pro rata in
accordance with their respective Commitments. The failure of any Lender to make any Loan to the
Borrowers shall neither relieve any other Lender of its obligation to fund its Loan to the
Borrowers in accordance with the provisions of this Agreement nor increase the obligation of any
such other Lender.




     SECTION 2.02 Increase in Total Commitments



          (a) So long as no Default or Event of Default exists or would arise therefrom, the Lead
Borrower shall have the right at any time, and from time to time, to request an increase of the
aggregate of the Commitments to an amount not to exceed $375,000,000. Any such requested increase
shall be first made to all existing Lenders on a pro rata basis. To the extent that the existing
Lenders decline to increase their Commitments, or decline to increase their Commitments to the
amount requested by the Lead Borrower, the Administrative Agent, in consultation with the Lead
Borrower, will use its reasonable efforts to arrange for other Persons to become a Lender hereunder
and to issue commitments in an amount equal to the amount of the increase in the Total Commitments
requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by
either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its
Commitment, an “Additional Commitment Lender”), provided, however, that (i) no Lender shall
be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower,
and (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the
approval of the Administrative Agent, the Issuing Banks and the Lead Borrower (which approval shall
not be unreasonably withheld). Each Commitment Increase shall be in such minimum amounts as the
Administrative Agent in its reasonable discretion shall determine.




          (b) Any Commitment Increase shall not become effective unless and until each of the following
conditions have been satisfied:





               (i) The Borrowers, the Administrative Agent, and any Additional Commitment Lender shall
have executed and delivered a joinder to the Loan Documents in such form as the
Administrative Agent shall reasonably require;




               (ii) The Borrowers shall have paid such fees and other compensation to the Additional
Commitment Lenders as the Lead Borrower and such Additional Commitment Lenders shall agree;



40









 






               (iii) The Borrowers shall have paid such arrangement fees to the Administrative Agent
as the Borrowers and the Administrative Agent may agree;




               (iv) The Borrowers shall deliver to the Administrative Agent and the Lenders an opinion
or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from
counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such
date;




               (v) A Revolving Credit Note will be issued at the Borrowers’ expense, to each such
Additional Commitment Lender, to be in conformity with requirements of SECTION 2.07 hereof
(with appropriate modification) to the extent necessary to reflect the new Commitment of
each Additional Commitment Lender; and




               (vi) The Borrowers and the Additional Commitment Lender shall have delivered such other
instruments, documents and agreements as the Administrative Agent may reasonably have
requested.



          (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each
Commitment Increase (with each date of such effectiveness being referred to herein as a
“Commitment Increase Date”), and at such time (i) the Commitments under, and for all
purposes of, this Agreement shall be increased by the aggregate amount of such Commitment
Increases, (ii) Schedule 1.1 shall be deemed modified, without further action, to reflect
the revised Commitments and Commitment Percentages of the Lenders, and (iii) this Agreement shall
be deemed amended, without further action, to the extent necessary to reflect such increased
Commitments.




          (d) In connection with Commitment Increases hereunder, the Lenders and the Borrowers agree
that, notwithstanding anything to the contrary in this Agreement, (i) the Borrowers shall, in
coordination with the Administrative Agent, (x) repay outstanding Revolving Credit Loans of certain
Lenders, and obtain Revolving Credit Loans from certain other Lenders (including the Additional
Commitment Lenders), or (y) take such other actions as reasonably may be required by the
Administrative Agent, in each case to the extent necessary so that all of the Lenders effectively
participate in each of the outstanding Revolving Credit Loans pro rata on the basis of their
Commitment Percentages (determined after giving effect to any increase in the Commitments pursuant
to this SECTION 2.02), and (ii) the Borrowers shall pay to the Lenders any costs of the type
referred to in SECTION 2.16(c) in connection with any repayment and/or Revolving Credit Loans
required pursuant to preceding clause (i). Without limiting the obligations of the Borrowers
provided for in this SECTION 2.02, the Administrative Agent and the Lenders agree that they will
use their best efforts to attempt to minimize the costs of the type referred to in SECTION 2.16(c)
which the Borrowers would otherwise occur in connection with the implementation of an increase in
the Commitments.




     SECTION 2.03 Reserves; Changes to Reserves.



          (a) The initial Inventory Reserves and Availability Reserves as of the Closing Date are as set
forth on the initial Borrowing Base Certificate furnished to the Administrative Agent as of the
Closing Date.




41









 








          (b) The Administrative Agent may hereafter establish additional Reserves or change any of the
foregoing Reserves, in the exercise of their reasonable business judgment acting in accordance with
industry standards for asset based lending in the retail industry, or as a result of any Borrower’s
status as a “permanent establishment” under Canadian law, provided that such Reserves shall
not be established or changed except upon not less than five (5) Business Days’ notice to the
Borrowers (during which period the Administrative Agent shall be available to discuss any such
proposed Reserve with the Borrowers), provided further that no such prior notice shall be
required for (1) changes to any Reserves resulting solely by virtue of mathematical calculations of
the amount of the Reserve in accordance with the methodology of calculation previously utilized, or
(2) changes to Reserves or establishment of additional Reserves if a Material Adverse Effect has
occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur
were such Reserve not changed or established, or (3) if an Event of Default has occurred and is
then continuing.




     SECTION 2.04 Making of Loans.



          (a) Except as set forth in SECTION 2.10, SECTION 2.11 and SECTION 2.12, Revolving Credit Loans
(other than Swingline Loans) shall be either Prime Rate Loans or LIBO Loans as the Lead Borrower on
behalf of the Borrowers, may request (which request shall be made in the form attached hereto as
Exhibit C), subject to and in accordance with this SECTION 2.04. All Swingline Loans shall
be only Prime Rate Loans. All Revolving Credit Loans made pursuant to the same Borrowing shall,
unless otherwise specifically provided herein, be Revolving Credit Loans of the same Type. Each
Lender may fulfill its Commitment with respect to any Revolving Credit Loan by causing any lending
office of such Lender to make such Revolving Credit Loan; provided, however, that
any such use of a lending office shall not affect the obligation of the Borrowers to repay such
Revolving Credit Loan in accordance with the terms of the applicable Revolving Credit Note. Each
Lender shall, subject to its overall policy considerations, use reasonable efforts (but shall not
be obligated) to select a lending office which will not result in the payment of increased costs by
the Borrowers pursuant to SECTION 2.14. Subject to the other provisions of this SECTION 2.04 and
the provisions of SECTION 2.12, Borrowings of Revolving Credit Loans of more than one Type may be
incurred at the same time, but in any event no more than seven (7) Borrowings of LIBO Loans may be
outstanding at any time.




          (b) The Lead Borrower shall give the Administrative Agent three (3) Business Days’ prior
telephonic notice (thereafter confirmed in writing) of each Borrowing of LIBO Loans and notice of
each Borrowing of Prime Rate Loans on the proposed day of each Borrowing. Any such notice, to be
effective, must be received by the Administrative Agent not later than 1:00 p.m., Boston time, on
the third Business Day in the case of LIBO Loans prior to the date on which such Borrowing is to be
made and, and no later than 1:00 p.m., Boston time, on the same Business Day in the case of Prime
Rate Loans on which such Borrowing is to be made. Such notice shall be irrevocable, shall contain
disbursement instructions and shall specify: (i) whether the Borrowing then being requested is to
be a Borrowing of Prime Rate Loans or LIBO Loans and, if LIBO Loans, the Interest Period with
respect thereto; (ii) the amount of the proposed Borrowing (which shall be in an integral multiple
of $1,000,000); and (iii) the date of the proposed Borrowing (which shall be a Business Day). If
no election of Interest Period is specified in any such notice for a Borrowing of LIBO Loans, such
notice shall be deemed a

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request for an Interest Period of one (1) month. If no election is made as to the Type of
Revolving Credit Loan, such notice shall be deemed a request for Borrowing of Prime Rate Loans.
The Administrative Agent shall promptly notify each Lender of its proportionate share of such
Borrowing, the date of such Borrowing, the Type of Borrowing being requested and the Interest
Period or Interest Periods applicable thereto, as appropriate. On the borrowing date specified in
such notice, each Lender shall make its share of the Borrowing available at the office of the
Administrative Agent at 100 Federal Street, Boston, Massachusetts 02110, no later than 3:00 p.m.,
Boston time, in immediately available funds. Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with
this SECTION 2.04 and may, in reliance upon such assumption, make available to the Borrowers a
corresponding amount. In the event a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent then the applicable Lender and the Borrowers
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount,
with interest thereon for each day from and including the date such amount is made available to the
Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in
the case of the Borrowers, the interest rate applicable to Prime Rate Loans. If such Lender pays
such amount to the Administrative Agent then such amount shall constitute such Lender’s Loan
included in such Borrowing. Upon receipt of the funds made available by the Lenders to fund any
borrowing hereunder, the Administrative Agent shall disburse such funds in the manner specified in
the notice of borrowing delivered by the Lead Borrower and shall use reasonable efforts to make the
funds so received from the Lenders available to the Borrowers no later than 4:00 p.m., Boston time.




          (c) The Administrative Agent, without the request of the Lead Borrower may advance any
interest, fee, service charge, or other payment to which any Credit Party is entitled from the Loan
Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account
notwithstanding that an Overadvance may result thereby, provided that no advances which create an
Overadvance shall be made for any Cash Management Services. The Administrative Agent shall advise
the Lead Borrower of any such advance or charge promptly after the making thereof. Such action on
the part of the Administrative Agent shall not constitute a waiver of the Administrative Agent’s
rights and the Borrowers’ obligations under SECTIONS 2.17(a), 2.17(b) and 2.17(c). Any amount
which is added to the principal balance of the Loan Account as provided in this SECTION 2.04(d)
shall bear interest at the interest rate then and thereafter applicable to Prime Rate Loans.




     SECTION 2.05 Overadvances.



          (a) The Agents and the Lenders shall have no obligation to make any Revolving Credit Loan
(including, without limitation, any Swingline Loan) or to provide any Letter of Credit if an
Overadvance would result.




          (b) The Administrative Agent may, in its discretion, make Permitted Overadvances to the
Borrowers without the consent of the Lenders and each Lender shall be

43









 








bound thereby. Any Permitted Overadvances may constitute Swingline Loans. The making of a
Permitted Overadvance is for the benefit of the Borrowers and shall constitute a Revolving Credit
Loan and an Obligation. The making of any such Permitted Overadvance on any one occasion shall not
obligate any Agent or any Lender to make or permit any Permitted Overadvance on any other occasion
or to permit such Permitted Overadvances to remain outstanding.




          (c) The making by the Administrative Agent of a Permitted Overadvance shall not modify or
abrogate any of the provisions of SECTION 2.15 regarding the Lenders’ obligations to purchase
participations with respect to Letter of Credit Disbursements.




     SECTION 2.06 Swingline Loans 



          (a) The Swingline Lender is authorized by the Lenders but is not obligated, to make Swingline
Loans at any time (subject to SECTION 2.06(b)) to the Borrowers (which shall be in an integral
multiple of $100,000, but not less than $1,000,000), up to the amount of the sum of the Swingline
Loan Ceiling, plus any Permitted Overadvances, in each case upon a notice of Borrowing from Lead
Borrower received by the Administrative Agent and the Swingline Lender (which notice, at the
Swingline Lender’s discretion, may be submitted prior to 1:00 p.m., Boston time, on the Business
Day on which such Swingline Loan is requested). Swingline Loans shall be Prime Rate Loans and
shall be subject to periodic settlement with the Lenders under SECTION 2.22 below.




          (b) Swingline Loans may be made by Swingline Lender only (i) for Permitted Overadvances or
(ii) for administrative convenience, at the Lead Borrower’s request therefor which shall be deemed
a representation that the applicable conditions for borrowing under SECTION 4.02 are satisfied. If
the conditions for borrowing under SECTION 4.02 cannot in fact be fulfilled, (x) the Lead Borrower
shall give immediate notice (a “Noncompliance Notice”) thereof to the Administrative Agent
and the Swingline Lender, and the Administrative Agent shall promptly provide each Lender with a
copy of the Noncompliance Notice, and (y) the Required Lenders may direct the Swingline Lender to,
and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted
Overadvances) until such conditions can be satisfied or are waived in accordance with SECTION 9.02.
Unless the Required Lenders so direct the Swingline Lender, the Swingline Lender may, but is not
obligated to, continue to make Swingline Loans commencing one (1) Business Day after the
Non-Compliance Notice is furnished to the Lenders. Notwithstanding the foregoing, no Swingline
Loans (other than Permitted Overadvances) shall be made pursuant to this SECTION 2.06(b) if the
aggregate outstanding amount of the Credit Extensions and Swingline Loans would exceed the amounts
set forth in SECTION 2.01 hereof.




     SECTION 2.07 Notes.



          (a) The Revolving Credit Loans made by such Lender shall be evidenced by a Revolving Credit
Note, duly executed on behalf of the Borrowers, dated the Closing Date, payable to the order of
such Lender in an aggregate principal amount equal to such Lender’s Commitment.





44










 






          (b) The Revolving Credit Loans made by the Swingline Lender with respect to Swingline Loans
shall be evidenced by a Swingline Note, duly executed on behalf of the Borrowers, dated the Closing
Date, payable to the order of the Swingline Lender, in an aggregate principal amount equal to the
Swingline Loan Ceiling.




          (c) Each Lender is hereby authorized by the applicable Borrowers to endorse on a schedule
attached to each Note delivered to such Lender (or on a continuation of such schedule attached to
such Note and made a part thereof), or otherwise to record in such Lender’s internal records, an
appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and
prepayment of principal of any such Loan, each payment of interest on any such Loan and the other
information provided for on such schedule; provided, however, that the failure of
any Lender to make such a notation or any error therein shall not affect the obligation of any
Borrowers to repay the Loans made by such Lender in accordance with the terms of this Agreement and
the applicable Notes.




          (d) Upon receipt of an affidavit and indemnity of a Lender as to the loss, theft, destruction
or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue,
in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof
and otherwise of like tenor at no expense to the Borrower.




     SECTION 2.08 Interest on Loans.



          (a) Subject to SECTION 2.12, each Prime Rate Loan shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 365 or 366 days, as applicable) at a rate per
annum that shall be equal to the then Prime Rate plus the Applicable Margin for Prime Rate
Loans.




          (b) Subject to SECTION 2.09 through 2.12, each LIBO Loan shall bear interest (computed on the
basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal,
during each Interest Period applicable thereto, to the Adjusted LIBO Rate for such Interest
Period, plus the Applicable Margin for LIBO Loans.




          (c) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date
applicable thereto, at maturity (whether by acceleration or otherwise), after such maturity on
demand and upon any repayment or prepayment thereof (on the amount prepaid).




     SECTION 2.09 Conversion and Continuation of Revolving Credit Loans.



          (a) The Lead Borrower shall have the right at any time, on three (3) Business Days’ prior
irrevocable notice to the Administrative Agent (which notice, to be effective, must be received by
the Administrative Agent not later than 1:00 p.m., Boston time, on the third Business Day preceding
the date of any conversion), (i) to convert any outstanding Borrowings of Prime Rate Loans to
Borrowings of LIBO Loans, or (ii) to continue an outstanding Borrowing of LIBO Loans for an
additional Interest Period, or (iii) to convert any outstanding Borrowings by the Borrowers of LIBO
Loans to a Borrowing of Prime Rate Loans, subject in each case to the following:






45









 









          (i) No Borrowing of Revolving Credit Loans may be converted into, or continued as, LIBO
Loans at any time when an Event of Default has occurred and is continuing;




          (ii) If less than a full Borrowing of Revolving Credit Loans is converted, such
conversion shall be made pro rata among the Lenders based upon their
Commitment Percentages, in accordance with the respective principal amounts of the Revolving
Credit Loans comprising such Borrowing held by such Lenders immediately prior to such
conversion;




          (iii) The aggregate principal amount of Prime Rate Loans being converted into or
continued as LIBO Loans shall be in an integral of $1,000,000;




          (iv) Each Lender shall effect each conversion by applying the proceeds of its new LIBO
Loan or Prime Rate Loan, as the case may be, to its Revolving Credit Loan being so
converted;




          (v) The Interest Period with respect to a Borrowing of LIBO Loans effected by a
conversion or in respect to the Borrowing of LIBO Loans being continued as LIBO Loans, shall
commence on the date of conversion or the expiration of the current Interest Period
applicable to such continuing Borrowing, as the case may be;




          (vi) A Borrowing of LIBO Loans may be converted only on the last day of an Interest
Period applicable thereto; and




          (vii) Each request for a conversion or continuation of a Borrowing of LIBO Loans which
fails to state an applicable Interest Period shall be deemed to be a request for an Interest
Period of one (1) month.



          (b) If the Lead Borrower does not give notice to convert any Borrowing of LIBO Loans, or does
not give notice to continue, or does not have the right to continue, any Borrowing as LIBO Loans,
in each case as provided in SECTION 2.09(a) above, such Borrowing shall automatically be converted
to, or continued as, a Borrowing of Prime Rate Loans, at the expiration of the then-current
Interest Period. The Administrative Agent shall, after it receives notice from the Lead Borrower,
promptly give each Lender, notice of any conversion, in whole or part, of any Revolving Credit Loan
made by such Lender.




     SECTION 2.10 Alternate Rate of Interest for Revolving Credit Loans.



     If prior to the commencement of any Interest Period for a LIBO Borrowing, the Administrative
Agent:




     (a) Reasonably determines (which determination shall be conclusive absent manifest
error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate for such Interest Period; or




     (b) Is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest
Period will not adequately and fairly reflect the cost to such Required Lenders of



46









 






making or maintaining their Revolving Credit Loans included in such Borrowing for such
Interest Period;


then the Administrative Agent shall give notice thereof to the Lead Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Lead Borrower and the applicable Lenders that the circumstances giving rise to such
notice no longer exist, (i) any Borrowing Request that requests the conversion of any Borrowing to,
or continuation of any Borrowing as, a LIBO Borrowing shall be ineffective and (ii) if any
Borrowing Request requests a LIBO Borrowing, such Borrowing shall be made as a Borrowing of Prime
Rate Loans.




     SECTION 2.11 Change in Legality.



          (a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, if (i) any
Change in Law shall make it unlawful for a Lender to make or maintain a LIBO Loan or to give effect
to its obligations as contemplated hereby with respect to a LIBO Loan or (ii) at any time the
Required Lenders reasonably determine that the making or continuance of any LIBO Loans has become
impracticable as a result of a contingency occurring after the date hereof which adversely affects
the London interbank market or the position of such Required Lenders in the London interbank
market, then, by written notice to the Lead Borrower, such Required Lenders may (x) declare that
LIBO Loans will not thereafter be made by such Lenders hereunder, whereupon any request by the Lead
Borrower for a LIBO Borrowing shall, unless withdrawn, as to such Lenders only, be deemed a request
for a Prime Rate Loan unless such declaration shall be subsequently withdrawn; and (y) require that
all outstanding LIBO Loans made by such Lenders be converted to Prime Rate Loans, in which event
all such LIBO Loans shall be automatically converted to Prime Rate Loans as of the effective date
of such notice as provided in SECTION 2.09(b). In the event any Lender shall exercise its rights
under clause (i) or the Required Lenders shall exercise their rights under clause (ii) of this
SECTION 2.11(a), all payments and prepayments of principal which would otherwise have been applied
to repay the LIBO Loans that would have been made by such Lenders or the converted LIBO Loans of
such Lenders, shall instead be applied to repay the Prime Rate Loans made by such Lenders in lieu
of, or resulting from the conversion of, such LIBO Loans.




          (b) For purposes of this SECTION 2.11, a notice to the Lead Borrower pursuant to SECTION
2.11(a) above shall be effective, if lawful, and if any LIBO Loans shall then be outstanding, on
the last day of the then-current Interest Period; and otherwise such notice shall be effective on
the date of receipt by the Lead Borrower.




     SECTION 2.12 Default Interest.



     Effective upon written notice from the Administrative Agent or the Required Lenders after the
occurrence of any Specified Default and at all times thereafter while such Specified Default is
continuing, interest shall accrue on all outstanding Loans (including Swingline Loans) (after as
well as before judgment, as and to the extent permitted by law) at a rate per annum (computed on
the basis of the actual number of days elapsed over a year of 365 or 366 days as applicable) (the
“Default Rate”) equal to the rate (including the Applicable Margin for Revolving



47









 




Credit Loans) in effect from time to time plus two percent (2.00%) per annum and such interest
shall be payable on each Interest Payment Date (or any earlier maturity of the Loans).




     SECTION 2.13 Letters of Credit.



          (a) Upon the terms and subject to the conditions herein set forth, at any time and from time
to time after the date hereof and prior to the Termination Date, the Lead Borrower on behalf of the
Borrowers, may request an Issuing Bank to issue, and subject to the terms and conditions contained
herein, such Issuing Bank shall issue, for the account of the relevant Borrower, one or more
Letters of Credit; provided, however, that no Letter of Credit shall be issued if
after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings shall exceed
$200,000,000, or (ii) the aggregate Credit Extensions (including Swingline Loans) would exceed the
limitation set forth in SECTION 2.01(a); and provided, further, that if Letters of
Credit are issued within such Issuing Bank’s Agreed Letter of Credit Limit, such Issuing Bank shall
provide periodic reporting of Letters of Credit issued by such Issuing Bank in a manner, and in
time periods, acceptable to the Administrative Agent, or if no Agreed Letter of Credit Limit or
reporting periods have been established, then such Issuing Bank (other than Bank of America or any
of its Affiliates) shall notify the Administrative Agent in a manner acceptable to the
Administrative Agent on each Business Day of all Letters of Credit issued on the prior Business Day
by such Issuing Bank. No Letter of Credit shall be issued if an Issuing Bank shall have received
notice from the Administrative Agent that the conditions to such issuance have not been met.




          (b) Each Standby Letter of Credit shall expire no later than the date which is at or prior to
the close of business on the earlier of the date which is (i) one (1) year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one (1)
year after such renewal or extension) and (ii) five (5) Business Days prior to the Maturity Date;
provided, however, that each Standby Letter of Credit may, upon the request of the
Lead Borrower include a provision whereby such Letter of Credit shall be renewed automatically for
additional consecutive periods of twelve (12) months or less (but not beyond the date that is five
(5) Business Days prior to the Maturity Date) unless the applicable Issuing Bank notifies the
beneficiary thereof at least thirty (30) days prior to the then-applicable expiration date that
such Letter of Credit will not be renewed.




          (c) Each Commercial Letter of Credit shall expire no later than the date which is at or prior
to the close of business on the earlier of the date which is (i) 180 days after the date of the
issuance, or extension, of such Commercial Letter of Credit (or such other period as may be
acceptable to the Administrative Agent) and (ii) five (5) Business Days prior to the Maturity Date.




          (d) After the occurrence of a Cash Dominion Event drafts drawn under each Letter of Credit
shall be reimbursed by the Borrowers by paying to the Administrative Agent, an amount equal to such
drawing not later than 1:00 p.m., Boston time, on (i) the date that the Lead Borrower shall have
received notice of such drawing, if such notice is received prior to 10:00 a.m., Boston time, on
such date, or (ii) the Business Day immediately following the day that the Lead Borrower receives
such notice, if such notice is received after 10:00 a.m., Boston time on the day of drawing,
provided that in the absence of written notice to the contrary from the Lead





48









 







Borrower, and subject to the other provisions of this Agreement, such payment shall be
financed when due with a Prime Rate Loan or Swingline Loan in an equivalent amount and, to the
extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced
by the resulting Prime Rate Loan or Swingline Loan. The Issuing Banks shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for payment under a Letter
of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Lead Borrower in
a manner acceptable to the Administrative Agent of such demand for payment and whether the
applicable Issuing Bank has made or will make payment thereunder; provided,
however, that any failure to give or delay in giving such notice shall not relieve the
Borrowers of their obligation to reimburse the applicable Issuing Bank and the Lenders with respect
to any such payment.




          (e) If an Issuing Bank shall make any Letter of Credit Disbursement, then, prior to the
occurrence of a Cash Dominion Event, the Borrowers shall reimburse such Issuing Bank directly for
such Letter of Credit Disbursement within the timeframes set forth in SECTION 2.13(d) above,
provided that if the Borrowers do not reimburse the Issuing Bank, the unpaid amount thereof shall
bear interest at the rate per annum then applicable to Prime Rate Loans for each day from and
including the date such payment is made to, but excluding, the date that the Borrowers reimburse
such Issuing Bank therefor, provided, however, that, if the Borrowers fail to
reimburse such Issuing Bank when due pursuant to this SECTION 2.13(g), then SECTION 2.12 shall
apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable
Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant
to SECTION 2.13(e) to reimburse such Issuing Bank shall be for the account of such Lender to the
extent of such payment.




          (f) Immediately upon the issuance of any Letter of Credit by an Issuing Bank (or the amendment
of a Letter of Credit increasing the amount thereof), and without any further action on the part of
such Issuing Bank, such Issuing Bank shall be deemed to have sold to each Lender and each such
Lender shall be deemed unconditionally and irrevocably to have purchased from such Issuing Bank,
without recourse or warranty, an undivided interest and participation, to the extent of such
Lender’s Commitment Percentage in such Letter of Credit, each drawing thereunder and the
obligations of the Borrowers under this Agreement and the other Loan Documents with respect
thereto. Upon any change in the Commitments pursuant to SECTION 2.02 or SECTION 9.04 of this
Agreement, it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall
be an automatic adjustment to the participations hereby created to reflect the new Commitment
Percentages of the assigning and assignee Lenders. Any action taken or omitted by an Issuing Bank
under or in connection with a Letter of Credit, if taken or omitted in the absence of gross
negligence, bad faith or willful misconduct, shall not create for such Issuing Bank any resulting
liability to any Lender.




          (g) In the event that an Issuing Bank makes any Letter of Credit Disbursement and the
Borrowers shall not have reimbursed such amount in full to such Issuing Bank pursuant to this
SECTION 2.13, such Issuing Bank shall promptly notify the Administrative Agent which shall promptly
notify each Lender of such failure, and each Lender shall promptly and unconditionally pay in
dollars and in same day funds to the Administrative Agent for the account of such Issuing Bank the
amount of such Lender’s Commitment Percentage of such unreimbursed payment in dollars and in same
day funds. If an Issuing Bank so notifies the





49









 







Administrative Agent, and the Administrative Agent so notifies the Lenders prior to 2 p.m.,
Boston time, on any Business Day, each such Lender shall make available to such Issuing Bank such
Lender’s Commitment Percentage of the amount of such payment on such Business Day in same day funds
(or if such notice is received by the Lenders after 2 p.m., Boston time on the day of receipt,
payment shall be made on the immediately following Business Day). If and to the extent such Lender
shall not have so made its Commitment Percentage of the amount of such payment available to the
applicable Issuing Bank, such Lender agrees to pay to such Issuing Bank forthwith on demand such
amount, together with interest thereon, for each day from such date until the date such amount is
paid to the Administrative Agent for the account of such Issuing Bank at the Federal Funds
Effective Rate. Each Lender agrees to fund its Commitment Percentage of such unreimbursed payment
notwithstanding a failure to satisfy any applicable lending conditions or the provisions of SECTION
2.01 or SECTION 2.06, or the occurrence of the Termination Date. The failure of any Lender to make
available to the applicable Issuing Bank its Commitment Percentage of any payment under any Letter
of Credit shall neither relieve any Lender of its obligation hereunder to make available to such
Issuing Bank its Commitment Percentage of any payment under any Letter of Credit on the date
required, as specified above, nor increase the obligation of such other Lender. Whenever any Lender
has made payments to an Issuing Bank in respect of any reimbursement obligation for any Letter of
Credit, such Lender shall be entitled to share ratably, based on its Commitment Percentage, in all
payments and collections thereafter received on account of such reimbursement obligation. All
reimbursements to be made by the Loan Parties with respect to Letters of Credit shall be made in
dollars.




          (h) Whenever the Lead Borrower desires that an Issuing Bank issue a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Lead Borrower shall give
to the applicable Issuing Bank and the Administrative Agent at least two (2) Business Days’ prior
written (including telegraphic, telex, facsimile or cable communication) notice (or such shorter
period as may be agreed upon in writing by the applicable Issuing Bank and the Lead Borrower)
specifying the date on which the proposed Letter of Credit is to be issued, amended, renewed or
extended (which shall be a Business Day), the Stated Amount of the Letter of Credit so requested,
the expiration date of such Letter of Credit, the name and address of the beneficiary thereof, and
the provisions thereof. If requested by an Issuing Bank, the Lead Borrower shall also submit a
letter of credit application on such Issuing Bank’s standard form in connection with any request
for the issuance, amendment, renewal or extension of a Letter of Credit, provided that in
the event of a conflict or inconsistency between the terms of such application and this Agreement,
the terms of this Agreement shall supersede any contrary terms in such application and shall
control.




          (i) The obligations of the Borrowers to reimburse the Issuing Banks for any Letter of Credit
Disbursement shall be unconditional and irrevocable and shall be paid strictly in accordance with
the terms of this Agreement under all circumstances, including, without limitation: (i) Any lack of
validity or enforceability of a Letter of Credit; (ii) The existence of any claim, setoff, defense
or other right which a Borrower may have at any time against a beneficiary of any Letter of Credit
or against any Issuing Bank or any of the Lenders, whether in connection with this Agreement, the
transactions contemplated herein or any unrelated transaction; (iii) Any draft, demand, certificate
or other document presented under any Letter of Credit proving to be forged or fraudulent in any
respect or any statement therein being untrue or





50









 







inaccurate in any respect; (iv) Payment by an Issuing Bank of any Letter of Credit against
presentation of a demand, draft or certificate or other document which does not strictly comply
with the terms of such Letter of Credit; (v) Any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, that might, but for the provisions of this SECTION
2.13, constitute a legal or equitable discharge of, or provide a right of setoff against, any Loan
Party’s obligations hereunder; or (vi) The fact that any Event of Default shall have occurred and
be continuing. No Credit Party shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Banks, provided that
the foregoing shall not be construed to excuse the Issuing Banks from liability to the Borrowers to
the extent of any direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the
Borrowers that are caused by the applicable Issuing Bank’s gross negligence, bad faith or willful
misconduct when determining whether drafts and other documents presented under a Letter of Credit
comply with the terms thereof. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented that appear on their face to
be in compliance with the terms of a Letter of Credit, an Issuing Bank may, in its reasonable
discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.




          (j) If any Specified Default shall occur and be continuing, on the Business Day that the Lead
Borrower receives notice from the Administrative Agent or the Required Lenders demanding the
deposit of cash collateral pursuant to this paragraph, the Loan Parties shall immediately deposit
in the Cash Collateral Account an amount in cash equal to 105% of the Letter of Credit Outstandings
as of such date, plus any accrued and unpaid interest thereon. Each such deposit shall be held by
the Collateral Agent for the payment and performance of the Obligations. The Collateral Agent shall
have exclusive dominion and control, including the exclusive right of withdrawal, over such Cash
Collateral Account. Other than any interest earned on the investment of such deposits, which
investments shall be made at the option and in the sole discretion of the Collateral Agent (at the
request of the Lead Borrower and at the Borrowers’ risk and expense); such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in such account.
Moneys in such Cash Collateral Account shall be applied by the Administrative Agent to reimburse
the Issuing Banks for payments on account of drawings under Letters of Credit for which it has not
been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrowers for the Letter of Credit Outstandings at such time or,
if the maturity of the Loans has been accelerated, shall be applied to satisfy other Obligations.
If the applicable Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of a Specified Default, such amount (to the extent not applied as
aforesaid) shall be returned promptly to the respective Borrower but in no event later than two (2)
Business Days after all Specified Defaults have been waived.





51









 








     SECTION 2.14 Increased Costs.



          (a) If any Change in Law shall:





          (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender or any holding company of any Lender (except any such reserve requirement
reflected in the Adjusted LIBO Rate) or the Issuing Banks; or




          (ii) impose on any Lender or any Issuing Bank or the London interbank market any other
condition affecting this Agreement or LIBO Loans made by such Lender or any Letter of Credit
or participation therein;


and the result of any of the foregoing shall be to increase the cost in any material amount in
excess of those incurred by similarly situated lenders to such Lender of making or maintaining any
LIBO Loan (or of maintaining its obligation to make any such Revolving Credit Loan) or to increase
the cost in any material amount in excess of those incurred by similarly situated lenders to such
Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to
reduce the amount in any material respect of any sum received or receivable by such Lender or such
Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay
to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred
or reduction suffered.




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




          (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary
to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this SECTION 2.14 and setting forth in reasonable detail the
manner in which such amount or amounts were determined shall be delivered to the Lead Borrower and
shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing
Bank, as the case may be, the amount shown as due on any such certificate within ten (10) Business
Days after receipt thereof.




          (d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation
pursuant to this SECTION 2.14 shall not constitute a waiver of such Lender’s or





52









 







such Issuing Bank’s right to demand such compensation, provided that the Borrowers shall not
be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased
costs or reductions incurred more than one hundred twenty (120) days prior to the date that such
Lender or such Issuing Bank, as the case may be, notifies the Borrowers of the Change in Law giving
rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to
claim compensation therefor, and provided further that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the one hundred twenty (120) day period referred
to above shall be extended to include the period of retroactive effect thereof.




     SECTION 2.15 Optional Termination or Reduction of Commitments. Upon at least three
(3) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may, at any
time, in whole permanently terminate, or from time to time in part permanently reduce, the
Commitments. Each such reduction shall be in the principal amount of $20,000,000 or any integral
multiple thereof. Each such reduction or termination shall (i) be applied ratably to the
Commitments of each Lender and (ii) be irrevocable when given. At the effective time of each such
reduction or termination, the Borrowers shall pay to the Administrative Agent for application as
provided herein (i) all earned and unpaid fees under the Fee Letter and all other fees accrued on
the amount of the Commitments so terminated or reduced through the date thereof, and (ii) any
amount by which the Credit Extensions to the Borrowers outstanding on such date exceed the amount
to which the Commitments are to be reduced effective on such date, in each case pro rata based on
the amount prepaid.



     SECTION 2.16 Optional Prepayment of Loans; Reimbursement of Lenders.



          (a) Subject to the provisions of SECTION 2.16(b), the Borrowers shall have the right at any
time and from time to time to prepay (without a commitment reduction) outstanding Revolving Credit
Loans in whole or in part, (x) with respect to LIBO Loans, upon at least two (2) Business Days’
prior written, telex or facsimile notice to the Administrative Agent prior to 1:00 p.m., Boston
time, and (y) with respect to Prime Rate Loans, on the same Business Day if written, telex or
facsimile notice is received by the Administrative Agent prior to 2:00 p.m., Boston time, subject
in each case to the following limitations:





          (i) Subject to SECTION 2.17, all prepayments shall be paid to the Administrative Agent
for application, first, to the prepayment of outstanding Swingline Loans, second, to
the prepayment of other outstanding Revolving Credit Loans ratably in accordance with each
Lender’s Commitment Percentage;




          (ii) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before
outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an
integral multiple of $1,000,000. No prepayment of LIBO Loans shall be permitted pursuant to
this SECTION 2.16 other than on the last day of an Interest Period applicable thereto,
unless the applicable Borrowers reimburse the Lenders for all Breakage Costs (as defined
below) associated therewith within five (5) Business Days of receiving a written demand for
such reimbursement which sets forth the calculation of such Breakage Costs in reasonable
detail. No partial prepayment of a Borrowing of LIBO Loans shall result in the aggregate
principal amount of the LIBO Loans remaining



53









 






outstanding pursuant to such Borrowing being less than $5,000,000 (unless all such
outstanding LIBO Loans are being prepaid in full); and




          (iii) Each notice of prepayment shall specify the prepayment date, the principal amount
and Type of the Loans to be prepaid and, in the case of LIBO Loans, the Borrowing or
Borrowings pursuant to which such Revolving Credit Loans were made. Each notice of
prepayment shall be revocable, provided that, within five (5) Business Days of receiving a
written demand for such reimbursement which sets forth the calculation of such Breakage
Costs in reasonable detail, the applicable Borrower shall reimburse the Lenders for all
Breakage Costs associated with the revocation of any notice of prepayment. The
Administrative Agent shall, promptly after receiving notice from the Lead Borrower
hereunder, notify each Lender of the principal amount and Type of the Loans held by such
Lender which are to be prepaid, the prepayment date and the manner of application of the
prepayment.



          (b) The Borrowers shall reimburse each Lender within five (5) Business Days of notice for any
loss incurred or to be incurred by the Lenders in the reemployment of the funds (i) resulting from
any prepayment (for any reason whatsoever, including, without limitation, conversion to Prime Rate
Loans or acceleration by virtue of, and after, the occurrence of an Event of Default) of any LIBO
Loan required or permitted under this Agreement, if such Revolving Credit Loan is prepaid other
than on the last day of the Interest Period for such Revolving Credit Loan or (ii) in the event
that after the Lead Borrower delivers a notice of borrowing under SECTION 2.04 in respect of LIBO
Loans, such Revolving Credit Loans are not made on the first day of the Interest Period specified
in such notice of borrowing for any reason other than a breach by such Lender of its obligations
hereunder or the delivery of any notice pursuant to SECTION 2.11. Such loss shall be the amount
(herein, collectively, “Breakage Costs”) as reasonably determined by such Lender as the
excess, if any, of (A) the amount of interest which would have accrued to such Lender on the amount
so paid, not prepaid or not borrowed at a rate of interest equal to the Adjusted LIBO Rate for such
Revolving Credit Loan (but specifically excluding any Applicable Margin), for the period from the
date of such payment or failure to borrow or failure to prepay to the last day (x) in the case of a
payment or refinancing of a LIBO Loan with Prime Rate Loans other than on the last day of the
Interest Period for such Revolving Credit Loan or the failure to prepay a LIBO, of the then current
Interest Period for such Revolving Credit Loan or (y) in the case of such failure to borrow, of the
Interest Period for such LIBO Loan which would have commenced on the date of such failure to
borrow, over (B) in the case of a LIBO Loan, the amount of interest which would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable period with leading
banks in the London interbank market. Any Lender demanding reimbursement for such loss shall
deliver to the Lead Borrower from time to time one or more certificates setting forth the amount of
such loss as determined by such Lender and setting forth in reasonable detail the manner in which
such amount was determined and such amounts shall be due within five (5) Business Days after the
receipt of such notice.




          (c) In the event the Borrowers fail to prepay any Revolving Credit Loan on the date specified
in any prepayment notice delivered pursuant to SECTION 2.16(a), the Borrowers within five (5)
Business Days after the receipt of the notice described below from any Lender, shall pay to the
Administrative Agent for the account of such Lender any amounts





54









 







required to compensate such Lender for any loss incurred by such Lender as a result of such
failure to prepay, including, without limitation, any loss, cost or expenses (other than loss of
profits) incurred by reason of the acquisition of deposits or other funds by such Lender to fulfill
deposit obligations incurred in anticipation of such prepayment. Any Lender demanding such payment
shall deliver to the Lead Borrower from time to time one or more certificates setting forth the
amount of such loss as determined by such Lender and setting forth in reasonable detail the manner
in which such amount was determined and such amounts shall be due within five (5) Business Days
after the receipt of such notice.




          (d) Whenever any partial prepayment of Revolving Credit Loans are to be applied to LIBO Loans,
such LIBO Loans shall be prepaid in the chronological order of their Interest Payment Dates or as
the Lead Borrower may otherwise designate in writing.




     SECTION 2.17 Mandatory Prepayment; Commitment Termination; Cash Collateral.



     The outstanding Obligations shall be subject to prepayment as follows:




     (a) If at any time the amount of the Credit Extensions exceeds the lower of (i) the
then amount of the Total Commitments, and (ii) the then amount of the Borrowing Base, the
Borrowers will immediately upon notice from the Administrative Agent (1) prepay the Loans in
an amount necessary to eliminate such excess, and (2) if, after giving effect to the
prepayment in full of all outstanding Loans such excess has not been eliminated, deposit
cash into the applicable Cash Collateral Account in an amount equal to 105% of the Letters
of Credit Outstanding.




     (b) The Revolving Credit Loans shall be repaid daily in accordance with (and to the
extent required under) the provisions of SECTION 2.18 hereof, to the extent then applicable.




     (c) After the occurrence of a Cash Dominion Event and prior to the occurrence of an
Event of Default (if an Event of Default shall have occurred, SECTION 7.03 shall apply), in
the event and on each occasion that any Cash Receipts or Net Proceeds are received by or on
behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall prepay the
Loans in an aggregate principal amount equal to such Net Proceeds on the day immediately
following receipt, in the following order of priority:




     (A) FIRST, to pay interest and fees due and payable on the Credit
Extensions to the Borrowers;




     (B) SECOND, to pay outstanding Swingline Loans of the Borrowers;




     (C) THIRD, to pay all outstanding reimbursement obligations for
drawings made under Letters of Credit of the Borrowers;



55









 






     (D) FOURTH, to pay principal outstanding under outstanding Loans to the
Borrowers that are Prime Rate Loans;




     (E) FIFTH, to pay outstanding Loans of the Borrowers that are LIBO
Loans and all Breakage Costs due in respect of such repayment or, at the
Lead Borrower’s option, to fund a cash collateral deposit to the Cash
Collateral Account pursuant to SECTION 2.17(d) sufficient to pay, and with
direction to pay, all such outstanding LIBO Loans on the last day of the
then pending Interest Period therefor;




     (F) SIXTH, to pay outstanding Obligations with respect to Cash
Management Services furnished to any Loan Party;




     (G) SEVENTH, to pay Credit Party Expenses, indemnities and other
similar amounts then due to the Agents in connection with Credit Extensions
to the Borrowers;




     (H) EIGHTH, to pay Credit Party Expenses, indemnities and other similar
amounts then due to the Lenders in connection with Credit Extensions to the
Borrowers; and




     (I) NINTH, to pay all other outstanding Obligations and Other
Liabilities of the Borrowers.




     (d) Subject to the foregoing, outstanding Prime Rate Loans shall be prepaid before
outstanding LIBO Loans are prepaid. Each partial prepayment of LIBO Loans shall be in an
integral multiple of $1,000,000.00. No prepayment of LIBO Loans shall be permitted pursuant
to this SECTION 2.17 other than on the last day of an Interest Period applicable thereto,
unless the Borrowers simultaneously reimburse the Lenders for all Breakage Costs associated
therewith within five (5) Business Days of receiving a written demand for such reimbursement
which sets forth the calculation of such Breakage Costs in reasonable detail. In order to
avoid such Breakage Costs, as long as no Specified Default has occurred and is continuing,
at the request of the Lead Borrower, the Administrative Agent shall hold all amounts
required to be applied to LIBO Loans in the Cash Collateral Account and will apply such
funds to the applicable LIBO Loans at the end of the then pending Interest Period therefor
(provided that the foregoing shall in no way limit or restrict the Agents’ rights upon the
subsequent occurrence of an Event of Default). No partial prepayment of a Borrowing of LIBO
Loans shall result in the aggregate principal amount of the LIBO Loans remaining outstanding
pursuant to such Borrowing being less than $5,000,000. A prepayment of the Revolving Credit
Loans pursuant to SECTION 2.17(c), SECTION 2.17(d) or SECTION 2.17(e) shall not permanently
reduce the Revolving Credit Commitments.




     (e) All amounts required to be applied to all Revolving Credit Loans hereunder (other
than Swingline Loans) shall be applied ratably in accordance with each Lender’s Commitment
Percentage. All credits against the Obligations shall be conditioned upon final payment to
the Administrative Agent of the items giving rise to



56









 






such credits. If any item credited to the Loan Account is dishonored or returned unpaid
for any reason, whether or not such return is rightful or timely, the Administrative Agent
shall have the right to reverse such credit and charge the amount of such item to the Loan
Account and the Borrowers shall indemnify the Credit Parties against all claims and losses
resulting from such dishonor or return.




     (f) Upon the Termination Date, the Commitments and the credit facility provided
hereunder shall be terminated in full and the Borrowers shall pay, in full and in cash, all
outstanding Loans and all other outstanding Obligations and Other Liabilities owing by them.



     SECTION 2.18 Cash Management. 



          (a) Within thirty (30) days after the occurrence of a Cash Management Documentation Event,
each Borrower shall:





          (i) deliver to the Collateral Agent a list of all present DDAs maintained by the
Borrowers, which schedule shall include, with respect to each depository (A) the name and
address of such depository; (B) the account number(s) maintained with such depository; and
(C) with respect to any Blocked Account Bank, a contact person at such depository;




          (ii) deliver to the Collateral Agent a list describing all arrangements to which any
Borrower is a party with respect to the payment to such Borrower of the proceeds of all
credit card charges for sales by such Borrower;




          (iii) deliver to the Collateral Agent notifications (each, a “Credit Card
Notification”) substantially in the form attached hereto as Exhibit F which have
been executed on behalf of such Borrower and addressed to such Borrower’s credit card
clearinghouses and processors;




          (iv) deliver to the Collateral Agent notifications (each, a “Private Label
Receivable Notification”) substantially in the form attached hereto as Exhibit G
which have been executed on behalf of such Borrower and addressed to each purchaser pursuant
to any Private Label Receivables financing program of such Borrower in effect from time to
time; and




          (v) enter into a blocked account agreement (each, a “Blocked Account
Agreement”) substantially in the form attached as Exhibit H with each Blocked
Account Bank (other than lockbox accounts relating to the Securitization Program)
(collectively, the “Blocked Accounts”). Such Blocked Account Agreement(s) shall be
entered into with Administrative Agent, any Co-Documentation Agent, any Co-Syndication
Agent, Wells Fargo National Bank, N.A., any Lender, or another financial institution
reasonably acceptable to the Agents, provided that the Borrowers shall deliver to the
Administrative Agent notifications executed on behalf of the Borrowers to Pier 1 Funding,
Inc. (which purchases the Borrowers’ Private Label Receivables) instructing Pier 1 Funding,
Inc. to remit the purchase price for the Private Label Receivables and any other amounts to
which any Loan Party is entitled to receive from Pier 1 Funding, Inc. under the



57









 






Securitization Program Documents to the Concentration Account. If any Borrower is
unable to obtain a Blocked Account Agreement as required herein, at the Collateral Agent’s
option, such Borrower shall be required to transfer to and maintain such account with the
Collateral Agent.



          (b) Each Credit Card Notification, Blocked Account Agreement and Private Label Receivable
Notification shall require, after the occurrence of a Cash Dominion Event (and delivery of notice
thereof from the Administrative Agent), the ACH or wire transfer on each Business Day (and whether
or not there is then an outstanding balance in the Loan Account) of all available cash receipts
(the “Cash Receipts”) (other than collections with respect to Private Label Receivables
which are received in a lockbox account for, and are subject to, the Securitization Program) to the
concentration account maintained by the Collateral Agent at Bank of America (the “Concentration
Account”) from:





          (i) the sale of Inventory;




          (ii) all proceeds of collections of Accounts;




          (iii) all Net Proceeds on account of any Prepayment Event;




          (iv) the then contents of each DDA, provided that up to $1,500 may be maintained in
overnight balances in any DDA and excluding lockbox accounts relating to the Securitization
Program; and




          (v) the proceeds of all credit card charges .



          (c) After the occurrence of a Cash Dominion Event, the Borrowers shall accurately report to
the Administrative Agent all amounts deposited in the Blocked Accounts to ensure the proper
transfer of funds as set forth above. If, at any time after the occurrence of a Cash Dominion
Event, any cash or cash equivalents consisting of proceeds of Collateral, owned by any Borrowers
(other than lockbox accounts relating to the Securitization Program) are deposited to any account,
or held or invested in any manner, otherwise than in a Blocked Account that is subject to a Blocked
Account Agreement (or a DDA which is swept daily to a Blocked Account), the Collateral Agent may
require the applicable Borrowers to close such account and have all funds therein transferred to a
Blocked Account, and all future deposits made to a Blocked Account which is subject to a Blocked
Account Agreement. In addition to the foregoing, the Borrowers shall provide the Administrative
Agent with an accounting of the contents of the Blocked Accounts, which shall identify, to the
satisfaction of the Administrative Agent, the proceeds from the Private Label Receivables which are
subject to the Securitization Program which were deposited into a Blocked Account and swept to the
Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) such
accounting, the Administrative Agent agrees to promptly (but in no event later than one Business
Day after receipt of such proceeds and accounting) remit to the Borrowers (or to such account as
the Borrowers may direct), the proceeds of such Private Label Receivables received by the
Administrative Agent for such day.




          (d) The Borrowers may close DDAs or Blocked Accounts and/or open new DDAs or Blocked Accounts,
subject, after the occurrence of a Cash Management Documentation





58









 







Event, to the execution and delivery to the Collateral Agent of appropriate Blocked Account
Agreements (unless expressly waived by the Collateral Agent) (other than with respect to lockbox
accounts relating to the Securitization Program) consistent with the provisions of this SECTION
2.18 and otherwise satisfactory to the Collateral Agent. The Borrowers shall not enter into any
agreements with credit card processors other than the ones expressly contemplated herein unless
contemporaneously therewith, a Credit Card Notification, after the occurrence of a Cash Management
Documentation Event, is executed and delivered to the Collateral Agent.




          (e) The Borrowers may also maintain one or more disbursement accounts (the “Disbursement
Accounts”) to be used by the Borrowers for disbursements and payments (including payroll) in
the ordinary course of business or as otherwise permitted hereunder.




          (f) The Concentration Account shall at all times be under the sole dominion and control of the
Collateral Agent. Each Borrower hereby acknowledges and agrees that (i) except for collections on
and proceeds of Private Label Receivables which are subject to the Securitization Program (which
shall be applied in accordance with the provisions of SECTION 2.17(c)), such Borrower has no right
of withdrawal from the Concentration Account, (ii) the funds on deposit in the Concentration
Account shall at all times continue to be collateral security for all of the Obligations, and (iii)
except for collections on and proceeds of Private Label Receivables which are subject to the
Securitization Program (which shall be applied in accordance with the provisions of SECTION
2.17(c)), the funds on deposit in the Concentration Account shall be applied as provided in
this Agreement. In the event that, notwithstanding the provisions of this SECTION 2.18, any
Borrower receives or otherwise has dominion and control of any such proceeds or collections after
the occurrence of a Cash Dominion Event, such proceeds and collections shall be held in trust by
such Borrower for the Collateral Agent, shall not be commingled with any of such Borrower’s other
funds or deposited in any account of such Borrower and shall, not later than the Business Day after
receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as
such Borrower may be instructed by the Collateral Agent.




          (g) The following 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
Collateral Agent by 2:00 p.m., Boston time, on that Business Day;




          (ii) Funds paid to the Administrative Agent 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 Administrative
Agent by 2:00 p.m., Boston time, on that Business Day;




          (iii) If notice of a deposit to a Concentration Account or payment is not available to
the Administrative Agent until after 2:00 p.m., Boston time, on a Business Day, such deposit
or payment shall be deemed to have been made at 9:00 a.m., Boston time, on the then next
Business Day;



59









 






          (iv) On each Business Day, the Administrative Agent shall apply the then collected
balance of the Concentration Account (net of monthly fees charged, and of such impressed
balances as may be required by the bank at which the Concentration Account is maintained) in
accordance with this Section; and




          (v) If any item deposited to the Concentration Account and credited to the Loan Account
is dishonored or returned unpaid for any reason, whether or not such return is rightful or
timely, the Administrative Agent shall have the right to reverse such credit and charge the
amount of such item to the applicable Loan Account and the applicable Borrowers shall
indemnify the Credit Parties against all claims and losses resulting from such dishonor or
return.



     SECTION 2.19 Fees.



          (a) The Borrowers shall pay to the Administrative Agent, for the account of the Administrative
Agent, the fees set forth in the Fee Letter as and when payment of such fees is due as therein set
forth.




          (b) Each Lender shall be paid the Line Fee at the times and in the manner set forth below.
The Borrowers shall pay the Administrative Agent, for the account of the Lenders, a fee (the
“Unused Fee”) equal to 0.25% per annum (on the basis of actual days elapsed in a year of
365 or 366 days, as applicable) of the average daily balance of the Unused Commitment, during the
calendar month just ended (or relevant period with respect to the payment being made for the first
month ending after the Closing Date or on the Termination Date). The Unused Fee shall be paid in
arrears, on the first day of each month after the execution of this Agreement and on the
Termination Date. If the Unused Fee actually paid by the Borrowers is insufficient to pay an
amount equal to the Line Fee to the Lenders, the deficiency shall be paid to the Lenders by the
Swingline Lender from its own funds (and the Borrowers shall have no liability with respect
thereto). The Administrative Agent shall pay the Unused Fee (and any amounts payable by the
Swingline Lender hereunder) to the Lenders upon the Administrative Agent’s receipt of the Unused
Fee based upon their pro rata share of an amount equal to the aggregate Line Fee to all Lenders;
provided that for purposes of calculating the pro rata share of any Person which is both
the Swingline Lender and a Lender, such Person’s share shall be equal to the difference between (i)
the sum of such Person’s Commitment, and (ii) the sum of (A) such Person’s Commitment Percentage of
the principal amount of Revolving Credit Loans then outstanding to the Borrowers (including the
principal amount of Swingline Loans then outstanding), and (B) such Person’s Commitment Percentage
of the then Letter of Credit Outstandings.




          (c) The Borrowers shall pay the Administrative Agent, for the account of the Lenders on the
second day of each January, April, July and October, in arrears, a fee calculated on the basis of a
365 or 366 day year, as applicable, and actual days elapsed (each, a “Letter of Credit
Fee”), 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 LIBO Loans;



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          (ii) Commercial Letters of Credit: At a per annum rate equal to one-half percent
(.50%);




          (iii) After the occurrence and during the continuance of an Event of Default, at any
time that the Administrative Agent is not holding in the Cash Collateral Account an amount
in cash equal to 105% of the Letter of Credit Outstandings as of such date, plus accrued and
unpaid interest thereon, effective upon written notice from the Administrative Agent or the
Required Lenders, the Letter of Credit Fee shall be increased, at the option of the
Administrative Agent by an amount equal to two percent (2%) per annum.



          (d) The Borrowers shall pay to (i) the applicable Issuing Bank, at any time prior to the
occurrence of a Cash Dominion Event, or (ii) the Administrative Agent, for the benefit of the
applicable Issuing Bank, in addition to all Letter of Credit Fees otherwise provided for hereunder,
a fronting fee in the amount of 0.125% of the face amount of each Letter of Credit or, if the
Borrowers and such Issuing Bank shall have separately agreed to a fronting fee for purposes hereof,
then in the amount of such separately agreed fee (each, a “Fronting Fee”) and such other
reasonable fees and charges in connection with the issuance, negotiation, settlement, amendment and
processing of each Letter of Credit issued by the Issuing Bank as are customarily imposed by the
Issuing Bank from time to time in connection with letter of credit transactions.




          (e) All fees shall be paid on the dates due, in immediately available funds, to the
Administrative Agent for the respective accounts of the Administrative Agent and other Credit
Parties as provided herein. Once due, all fees shall be fully earned and shall not be refundable
under any circumstances.




     SECTION 2.20 Maintenance of Loan Account; Statements of Account.



          (a) The Administrative Agent shall maintain an account on its books in the name of the
Borrowers (the “Loan Account”) which will reflect (i) all Loans and other advances made by
the Lenders to the Borrowers or for the Borrowers’ account, (ii) all Letter of Credit
Disbursements, fees and interest that have become payable as herein set forth, and (iii) any and
all other monetary Obligations that have become payable.




          (b) The Loan Account will be credited with all amounts received by the Administrative Agent
from the Borrowers or from others for the Borrowers’ account, including all amounts received in the
Concentration Account from the Blocked Account Banks, and the amounts so credited shall be applied
as set forth in SECTIONS 2.17(e) or 7.03, as applicable. After the end of each month, the
Administrative Agent shall send to the Borrowers a statement accounting for the charges, loans,
advances and other transactions occurring among and between the Administrative Agent, the Lenders
and the Borrowers during that month. The monthly statements shall, absent manifest error, be
deemed presumptively correct.




     SECTION 2.21 Payments.



          (a) The Borrowers shall make each payment required to be made hereunder or under any other
Loan Document (whether of principal, interest, fees or reimbursement of





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drawings under Letters of Credit, of amounts payable under SECTIONS 2.14, 2.16(c) or 2.23, or
otherwise) prior to 2:00 p.m., Boston time, on the date when due, in immediately available funds,
without setoff or counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 100 Federal Street, Boston, Massachusetts, except payments
to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except
that payments pursuant to SECTIONS 2.14, 2.16(c), 2.23 and 9.03 shall be made directly to the
Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons
specified therein. The Administrative Agent shall distribute any such payments to the appropriate
recipient promptly following receipt thereof. If any payment under any Loan Document shall be due
on a day that is not a Business Day, except with respect to LIBO Borrowings, the date for payment
shall be extended to the next succeeding Business Day, and, if any payment due with respect to LIBO
Borrowings shall be due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, unless that succeeding Business Day is in the next calendar
month, in which event, the date of such payment shall be on the last Business Day of subject
calendar month, and, in the case of any payment accruing interest, interest thereon shall be
payable for the period of such extension. All payments under each Loan Document shall be made in
dollars.




          (b) All funds received by and available to the Administrative Agent to pay principal,
unreimbursed drawings under Letters of Credit, interest and fees then due hereunder, shall be
applied in accordance with the provisions of SECTIONS 2.17(c) or 7.03 hereof ratably among the
parties entitled thereto in accordance with the amounts of principal, unreimbursed drawings under
Letters of Credit, interest, and fees then due to such respective parties. Any net principal
reductions to the Revolving Credit Loans received by the Administrative Agent in accordance with
the Loan Documents during such period shall not reduce such actual amount so contributed, for
purposes of calculation of interest due to that Lender, until the Administrative Agent has
distributed to that Lender its Commitment Percentage thereof.




          (c) Unless the Administrative Agent shall have received notice from the Lead Borrower prior to
the date on which any payment is due to the Administrative Agent for the account of the Lenders or
the Issuing Banks hereunder that the Borrowers will not make such payment, the Administrative Agent
may assume that the Borrowers have made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may
be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each
of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.




          (d) If any Lender shall fail to make any payment required to be made by it pursuant to this
Agreement, then the Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.






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     SECTION 2.22 Settlement Amongst Lenders 



          (a) Except as provided in SECTION 2.22(b), the Swingline Lender may (but shall not be
obligated to), at any time, on behalf of the Borrowers (which hereby authorize the Swingline Lender
to act on their behalf in that regard) request the Administrative Agent to cause the Lenders to
make a Revolving Credit Loan (which shall be a Prime Rate Loan) in an amount equal to such Lender’s
Commitment Percentage of the outstanding amount of Swingline Loans made in accordance with SECTION
2.06, which request may be made regardless of whether the conditions set forth in Article IV have
been satisfied. Upon such request, each Lender shall make available to the Administrative Agent the
proceeds of such Revolving Credit Loan for the account of the Swingline Lender. If the Swingline
Lender requires a Revolving Credit Loan to be made by the Lenders and the request therefor is
received prior to 12:00 Noon, Boston time, on a Business Day, such transfers shall be made in
immediately available funds no later than 3:00 p.m., Boston time, that day; and, if the request
therefor is received after 12:00 Noon, Boston time, then no later than 3:00 p.m., Boston time, on
the next Business Day. The obligation of each such Lender to transfer such funds is irrevocable,
unconditional and without recourse to or warranty by the Administrative Agent or the Swingline
Lender. If and to the extent any Lender shall not have so made its transfer to the Administrative
Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand, such amount,
together with interest thereon, for each day from such date until the date such amount is paid to
the Administrative Agent at the Federal Funds Effective Rate.




          (b) The amount of each Lender’s Commitment Percentage of outstanding Revolving Credit Loans
(including outstanding Swingline Loans, except that settlements of Swingline Loans shall not be
required to be made during the months of November and December of each year) shall be computed
weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward
or downward based on all Revolving Credit Loans (excluding Swingline Loans) and repayments of
Revolving Credit Loans (excluding Swingline Loans) received by the Administrative Agent as of 3:00
p.m., Boston time, on the first Business Day (such date, the “Settlement Date”) following
the end of the period specified by the Administrative Agent.




          (c) The Administrative Agent shall deliver to each of the Lenders promptly after a Settlement
Date a summary statement of the amount of outstanding Revolving Credit Loans (excluding Swingline
Loans) for the period and the amount of repayments received for the period. As reflected on the
summary statement, (i) the Administrative Agent shall transfer to each Lender its applicable
Commitment Percentage of repayments, and (ii) each Lender shall transfer to the Administrative
Agent or the Administrative Agent shall transfer to each Lender such amounts as are necessary to
insure that, after giving effect to all such transfers, the amount of Revolving Credit Loans made
by each Lender (excluding Swingline Loans) shall be equal to such Lender’s applicable Commitment
Percentage of Revolving Credit Loans (excluding Swingline Loans) outstanding as of such Settlement
Date. If the summary statement requires transfers to be made to the Administrative Agent by the
Lenders and is received prior to 12:00 Noon, Boston time, on a Business Day, such transfers shall
be made in immediately available funds no later than 3:00 p.m., Boston time, that day; and, if
received after 12:00 Noon, Boston time, then no later than 3:00 p.m., Boston time, on the next
Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional
and without recourse to or warranty





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by the Administrative Agent. If and to the extent any Lender shall not have so made its
transfer to the Administrative Agent such Lender agrees to pay to the Administrative Agent
forthwith on demand such amount, together with interest thereon, for each day from such date until
the date such amount is paid to the Administrative Agent at the Federal Funds Effective Rate.




     SECTION 2.23 Taxes.



          (a) Any and all payments by or on account of any obligation of the Loan Parties hereunder or
under any other Loan Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided, however, that if a Loan Party shall be
required to deduct, or an Agent or a Lender shall be required to remit, any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions or remittances for Taxes (including deductions applicable to
additional sums payable under this SECTION 2.23) the applicable Credit Party receives an amount
equal to the sum it would have received had no such deductions been made, and no such remittances
had been required, (ii) the Loan Party shall make such deductions and (iii) the Loan Party shall
pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable
Law.




          (b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental
Authority in accordance with Applicable Law.




          (c) The Borrowers shall indemnify each Credit Party within ten (10) days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Credit Party on
or with respect to any payment by or on account of any obligation of the Loan Parties hereunder or
under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this SECTION 2.23) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the Relevant Governmental Authority;
provided that if any Borrower reasonably believes that such Taxes were not correctly or legally
asserted, each Lender will use reasonable efforts to cooperate with such Borrower to obtain a
refund of such taxes so long as such efforts would not, in the sole determination of such Lender
result in any additional costs, expenses or risks or be otherwise disadvantageous to it. A
certificate as to the amount of such payment or liability delivered to the Lead Borrower by a
Credit Party, or by the Administrative Agent on its own behalf or on behalf of any other Credit
Party, setting forth in reasonable detail the manner in which such amount was determined, shall be
conclusive absent manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan
Party to a Governmental Authority, the Lead Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.




          (e) Each Foreign Lender shall be entitled to an exemption from withholding tax and shall
deliver to the Lead Borrower and the Administrative Agent two (2) copies of either United States
Internal Revenue Service Form W 8BEN or Form W 8ECI, or any subsequent





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versions thereof or successors thereto, or, in the case of a Foreign Lender claiming exemption
from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of “portfolio interest”, a (i) Form W 8BEN, or any subsequent versions thereof or
successors thereto and (ii) if such Foreign Lender delivers a Form W-8BEN, a certificate
representing that such Foreign Lender is not (A) a bank for purposes of Section 881(c) of the Code,
(B) is not a 10 percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of any
Loan Party and (C) is not a controlled foreign corporation related to the Loan Parties (within the
meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Foreign
Lender claiming, as applicable, complete exemption from, U.S. Federal withholding tax on payments
by the Loan Parties under this Agreement and the other Loan Documents, or in the case of a Foreign
Lender claiming exemption for “portfolio interest” certifying that it is not a foreign corporation,
partnership, estate or trust. Such forms shall be delivered by each Foreign Lender on or before the
date it becomes a party to this Agreement (or, in the case of a transferee that is a participation
holder, on or before the date such participation holder becomes a transferee hereunder) and on or
before the date, if any, such Foreign Lender changes its applicable lending office by designating a
different lending office (a “New Lending Office”). In addition, each Foreign Lender shall
deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by
such Foreign Lender. Notwithstanding any other provision of this SECTION 2.23(e), a Foreign Lender
shall not be required to deliver any form pursuant to this SECTION 2.23(e) that such Foreign Lender
is not legally able to deliver.




          (f) The Borrowers shall not be required to indemnify any Foreign Lender or to pay any
additional amounts to any Foreign Lender in respect of U.S. Federal withholding tax pursuant to
paragraph (a) or (c) above to the extent that the obligation to pay such additional amounts would
not have arisen but for a failure by such Foreign Lender to comply with the provisions of paragraph
(e) above. Should a Lender become subject to Taxes because of its failure to deliver a form
required hereunder, the Loan Parties shall, at such Lender’s expense, take such steps as such
Lender shall reasonably request to assist such Lender to recover such Taxes.




          (g) If any Loan Party shall be required pursuant to this SECTION 2.23 to pay any additional
amount to, or to indemnify, any Credit Party to the extent that such Credit Party becomes subject
to Taxes subsequent to the Closing Date (or, if applicable, subsequent to the date such Person
becomes a party to this Agreement) as a result of any change in the circumstances of such Credit
Party (other than a change in Applicable Law), including without limitation a change in the
residence, place of incorporation, principal place of business of such Credit Party or a change in
the branch or lending office of such Credit Party, as the case may be, such Credit Party shall use
reasonable efforts to avoid or minimize any amounts which might otherwise be payable pursuant to
this SECTION 2.23(g); provided, however, that such efforts shall not include the
taking of any actions by such Credit Party that would result in any tax, costs or other expense to
such Credit Party (other than a tax, cost or other expense for which such Credit Party shall have
been reimbursed or indemnified by the Loan Parties pursuant to this Agreement or otherwise) or any
action which would or might in the reasonable opinion of such Credit Party have an adverse effect
upon its business, operations or financial condition or otherwise be disadvantageous to such Credit
Party.






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          (h) If any Credit Party reasonably determines in its reasonable discretion that it has
actually and finally realized, by reason of a refund, deduction or credit of any Taxes paid or
reimbursed by the Loan Parties pursuant to subsection (a) or (c) above in respect of payments under
the Loan Documents, a current monetary benefit that it would otherwise not have obtained and that
would result in the total payments under this SECTION 2.23 exceeding the amount needed to make such
Credit Party whole, such Credit Party shall pay to the Lead Borrower, with reasonable promptness
following the date upon which it actually realizes such benefit, an amount equal to the lesser of
the amount of such benefit or the amount of such excess, in each case net of the pro rata share of
all reasonable out-of-pocket expenses incurred in securing such refund, deduction or credit. This
subsection shall not be construed as to require any Credit Party to make available its tax returns
(or any other information relating to its taxes that it deems confidential) to Borrowers or any
other Persons.




          (i) In addition to the provisions of this SECTION 2.23, in respect of amounts paid or credited
by a Loan Party to or for the benefit of a particular Lender that is an “authorized foreign bank”
for purposes of the Income Tax Act (Canada), the obligations under this SECTION 2.23 to pay an
additional amount shall apply where the particular Lender is liable for Taxes under Part XIII of
the Income Tax Act (Canada) in respect of such payment, even if the Loan Party is not required
under the Income Tax Act (Canada) to deduct or withhold an amount in respect of Taxes on such
payment as agent for the Lender, and this SECTION 2.23 shall apply, mutatis mutandis, as if the
Loan Party was required to withhold an amount in respect of such Taxes.




          (j) A Lender affected thereby shall notify the Lead Borrower within a reasonable time after
receipt of a notice of assessment or proposed assessment under which such Lender may be liable for
additional Indemnified Taxes (and any interest or penalties that may be assessed with respect to
such Indemnified Taxes) as a direct result of the Loan. Thereafter, such Lender shall at the Loan
Parties’ sole cost and expense, unless to do so might reasonably result in either any increased
liabilities or expenses which have not been fully secured by the Loan Parties or any other material
adverse affect on such Lender, (a) provide reasonable assistance to the Loan Parties in contesting
such proposed assessment or assessment, and ( b) not settle or compromise the contest of such
proposed assessment or assessment without the Lead Borrower’s consent (not to be unreasonably
withheld). In addition to the foregoing, provided that the same will not result in material costs
and expenses which have not been fully secured for by the Loan Parties, and at the Loan Parties
sole cost and expense, the Lenders will upon reasonable request of the Lead Borrower apply for any
refund of Taxes which might reasonably be available.




          (k) Without prejudice to the survival of any other agreement contained herein, the agreements
and obligations contained in this SECTION 2.23 shall survive the payment in full of principal,
interest, fees and any other amounts payable hereunder and the termination of this Agreement and
the other Loan Documents until the expiration of the applicable statute of limitations, without any
claim having been made prior to that date.




     SECTION 2.24 Mitigation Obligations; Replacement of Lenders. 



          (a) If any Lender requests compensation under SECTION 2.14 or cannot make Loans under SECTION
2.11, or if the Borrowers are required to pay any additional amount





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to any Lender or any Governmental Authority for the account of any Lender pursuant to SECTION
2.23, then such Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to SECTION 2.14 or 2.23, as the
case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender
in connection with any such designation or assignment; provided, however, that the
Borrowers shall not be liable for such costs and expenses of a Lender requesting compensation if
(i) such Lender becomes a party to this Agreement on a date after the Closing Date and (ii) the
relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto.




          (b) If any Lender requests compensation under SECTION 2.14, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to SECTION 2.23, or if any Lender is a Delinquent Lender, then the Borrowers may, at their
sole expense and effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in SECTION 9.04), all its interests, rights and obligations under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided, however, that (i) the Lead Borrower shall have
received the prior written consent of the Administrative Agent, the Issuing Banks and Swingline
Lender which consent shall not be unreasonably withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in
unreimbursed drawings under Letters of Credit and Swingline Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other
amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under
SECTION 2.14 or payments required to be made pursuant to SECTION 2.23, such assignment will result
in a reduction in such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.




     SECTION 2.25 Designation of Lead Borrowers as Borrowers’ Agent.



          (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such
Borrower’s agent to obtain Loans and Letters of Credit, the proceeds of which shall be available to
each Borrower for such uses as are permitted under this Agreement. As the disclosed principal for
its agent, each Borrower shall be obligated to the Administrative Agent and each Lender on account
of Loans so made and Letters of Credit so issued as if made directly by the Lenders to such
Borrower, notwithstanding the manner by which such Loans and Letters of Credit are recorded on the
books and records of the Lead Borrower and of any other Borrower.




          (b) Each Borrower represents to the Credit Parties that it is an integral part of a
consolidated enterprise, and that each Loan Party will receive direct and indirect benefits from





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the availability of the joint credit facility provided for herein, and from the ability to
access the collective credit resources of the consolidated enterprise which the Loan Parties
comprise. Each Borrower recognizes that credit available to it hereunder is in excess of and on
better terms than it otherwise could obtain on and for its own account and that one of the reasons
therefor is its joining in the credit facility contemplated herein with all other Borrowers.
Consequently, each Borrower hereby assumes and agrees to discharge all Obligations and Other
Liabilities of each of the other Borrowers as if the Borrower which is so assuming and agreeing
were each of the other Borrowers.




          (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a
Borrower) on whose behalf the Lead Borrower has requested a Revolving Credit Loan. None of the
Agents nor any other Credit Party shall have any obligation to see to the application of such
proceeds.




          (d) The authority of the Lead Borrower to request Loans and Letters of Credit on behalf of,
and to bind, the Borrowers, shall continue unless and until the Administrative Agent actually
receives written notice of: (i) the termination of such authority; and (ii) the subsequent
appointment of a successor Lead Borrower, which notice is signed by the respective Financial
Officers of each Borrower; and (iii) written notice from such successive Lead Borrower accepting
such appointment and acknowledging that from and after the date of such appointment, the newly
appointed Lead Borrower shall be bound by the terms hereof, and that as used herein, the term “Lead
Borrower” shall mean and include the newly appointed Lead Borrower.




     SECTION 2.26 Security Interests in Collateral.



     To secure their Obligations under this Agreement and the other Loan Documents, the Borrowers
and the Facility Guarantors shall grant to the Collateral Agent, for its benefit and the ratable
benefit of the other Credit Parties, a first-priority security interest in, and hypothec of, all of
the Collateral pursuant hereto and to the Security Documents.



ARTICLE III




Representations and Warranties




     To induce the Credit Parties to make the Loans and to issue Letters of Credit, the Loan
Parties executing this Agreement, jointly and severally, make the following representations and
warranties to each Credit Party with respect to each Loan Party:



     SECTION 3.01 Organization; Powers.



     Each Loan Party is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to own its property and
assets and to carry on its business as now conducted and, to execute and deliver and perform all
its obligations under all Loan Documents to which such Loan Party is a party. Each Loan Party is
qualified to do business in, and is in good standing (where such concept exists) in, every
jurisdiction in which the nature of its business or the ownership or leasing of its properties
makes such qualification necessary, except where the failure to be so qualified or in good standing



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individually or in the aggregate would not reasonably be expected to result in a Material
Adverse Effect. Schedule 3.01 annexed hereto sets forth, as of the Closing Date, each Loan
Party’s name as it appears in official filings in its state or province of incorporation or
organization, its state or province of incorporation or organization, organization type,
organization number, if any, issued by its state or province of incorporation or organization, and
its federal employer identification number.




     SECTION 3.02 Authorization; Enforceability.



     The transactions contemplated hereby and by the other Loan Documents to be entered into by
each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all
necessary corporate, membership, partnership or other necessary action. This Agreement has been
duly executed and delivered by each Loan Party that is a party hereto or thereto and constitutes,
and each other Loan Document to which any Loan Party is a party, when executed and delivered by
such Loan Party will constitute, a legal, valid and binding obligation of such Loan Party,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at law.



     SECTION 3.03 Governmental Approvals; No Conflicts.



     The transactions to be entered into and contemplated by the Loan Documents (a) do not require
any consent or approval of, registration or filing with, or any other action by, any Governmental
Authority, except for such as have been obtained or made and are in full force and effect and
except filings and recordings necessary to perfect Liens created under the Loan Documents, (b) will
not violate any Applicable Law or the Charter Documents of any Loan Party, (c) will not violate or
result in a default under any indenture or any other agreement, instrument or other evidence of
Material Indebtedness, or any Securitization Program Document or other material instrument binding
upon any Loan Party or its assets, or give rise to a right thereunder to require any payment to be
made by any Loan Party, except to the extent that such default would not reasonably be expected to
result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any
Lien on any asset of any Loan Party, except Liens created under the Loan Documents.



     SECTION 3.04 Financial Condition.



          (a) The Lead Borrower has heretofore furnished to the Agents the Consolidated balance sheets,
and Consolidated statements of operations, stockholders’ equity, and cash flows for the Parent as
of and for the Fiscal Year ending February 2005 and as of and for the Fiscal Quarter ending August
27, 2005, certified by a Financial Officer of the Parent. Such Consolidated financial statements
present fairly, in all material respects, the financial position, results of operations and cash
flows of the Parent as of such dates and for such periods in accordance with GAAP, subject to year
end audit adjustments and the absence of footnotes.




          (b) Since the date of the latest such financial statements, there has been no Material Adverse
Effect.






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     SECTION 3.05 Properties.



          (a) Except as disclosed on Schedule 3.05(a), each Loan Party has title to, or valid
leasehold interests in, all its real (immoveable) and personal (moveable) property material to its
business, except for defects which would not reasonably be expected to have a Material Adverse
Effect.




          (b) Each Loan Party owns or is licensed to use, all patents, trademarks, trade names, trade
styles, brand names, service marks, logos, copyrights, and other intellectual property used in its
business, except to the extent that the failure to so own or have the right to use would not
reasonably be expected to have a Material Adverse Effect, and to the knowledge of its Responsible
Officers the use thereof by the Loan Parties does not infringe upon the rights of any other Person,
except for any such infringements that, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.




          (c) Schedule 3.05(c)(i) sets forth the address (including county) of all Real Estate
that is owned by the Loan Parties as of the Closing Date, together with a list of the holders of
any mortgage or other Lien thereon. Schedule 3.05(c)(ii) sets forth the address (including
county) of all Real Estate that is leased by the Loan Parties as of the Closing Date, together with
a list of the lessor with respect to each such Lease. Except as would not reasonably be expected
to result in a Material Adverse Effect, to the knowledge of the Responsible Officers of the Loan
Parties each of such Leases is in full force and effect and the Loan Parties are not in default of
the terms thereof.




     SECTION 3.06 Litigation and Environmental Matters.



          (a) Except for Disclosed Matters, there are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of Responsible Officers
of the Loan Parties, threatened in writing against or affecting any Loan Party (i) as to which
there is a reasonable possibility of an adverse determination which, if adversely determined, would
reasonably be expected individually or in the aggregate to result in a Material Adverse Effect
(other than Disclosed Matters) or (ii) that involve any of the Loan Documents.




          (b) Except for Disclosed Matters, to the knowledge of its Responsible Officers no Loan Party
(i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental Liability, which, in each
case, individually or in the aggregate, would reasonably be expected to result in a Material
Adverse Effect.




          (c) There has been no change in the status of the Disclosed Matters that, individually or in
the aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse
Effect.






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     SECTION 3.07 Compliance with Laws and Agreements. 



     Each Loan Party is in compliance with all Applicable Law, including, without limitation, the
Income Tax Act (Canada), and all agreements relating to Material Indebtedness, and no default has
occurred and is continuing thereunder, except in each case where the failure to comply or the
existence of a default, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect.



     SECTION 3.08 Investment and Holding Company Status.



     No Loan Party is (a) an “investment company” as defined in, or subject to regulation under,
the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935.



     SECTION 3.09 Taxes.



     As of the Closing Date each Loan Party has timely filed or caused to be filed all tax returns
and reports required to have been filed (including Canadian federal and provincial income tax
returns) and has paid or caused to be paid all Taxes required to have been paid by it, except (a)
Taxes that are being contested in good faith by appropriate proceedings, for which such Loan Party
has set aside on its books adequate reserves, and as to which no Lien has arisen or (b) to the
extent that the failure to do so would not reasonably be expected to result in a Material Adverse
Effect. Proper and accurate amounts have been withheld by each Loan Party from its respective
employees for all periods in material compliance with all applicable federal, state, provisional,
local and foreign laws and such withholdings have been timely paid to the respective Governmental
Authorities.



     SECTION 3.10 ERISA. 



     No ERISA Event has occurred or is reasonably expected to occur that, when taken together with
all other such ERISA Events for which liability is reasonably expected to occur, would reasonably
be expected to result in a Material Adverse Effect.



     SECTION 3.11 Disclosure. 



     To the knowledge of the Responsible Officers, the Loan Parties have disclosed to the Credit
Parties all agreements, instruments and corporate or other restrictions to which any Loan Party is
subject, and all other matters known to any of them that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. None of the reports, financial
statements, certificates or other information (other than any projections, pro formas, budgets, and
general market information) concerning the Loan Parties furnished by or at the direction of any
Loan Party to any Credit Party in connection with the negotiation of this Agreement or any other
Loan Document or delivered hereunder or thereunder (as modified or supplemented by other
information so furnished), when taken as a whole, contains, as of the date furnished, any material
misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not materially misleading in light of
the circumstances under which such statements were made.



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     SECTION 3.12 Subsidiaries.



          (a) Schedule 3.12 sets forth the name of, and the ownership interest of each Loan
Party in, each Subsidiary as of the Closing Date; there is no other Capital Stock of any class
issued and outstanding as of the Closing Date. All such shares of Capital Stock are validly
issued, fully paid, and non-assessable.




          (b) Except as set forth on Schedule 3.12, no Loan Party is party to any joint venture,
general or limited partnership, or limited liability company agreements or any other business
ventures or entities as of the Closing Date.




     SECTION 3.13 Insurance. 



     Schedule 3.13 sets forth a description of all general liability, comprehensive,
health, and casualty insurance maintained by or on behalf of the Loan Parties as of the Closing
Date. Each insurance policy listed on Schedule 3.13 is in full force and effect and all
premiums in respect thereof that are due and payable as of the Closing Date have been paid.



     SECTION 3.14 Labor Matters. 



     As of the Closing Date there are no strikes, lockouts or slowdowns against any Loan Party
pending or, to the actual knowledge of any Responsible Officer of any Loan Party, threatened except
to the extent that strikes, lockouts, or slowdowns would not reasonably be expected to result in a
Material Adverse Effect. The Loan Parties reasonably believe that the hours worked by and payments
made to employees of the Loan Parties have not been in violation of the Fair Labor Standards Act or
any other applicable federal, state, provincial, local or foreign law dealing with such matters to
the extent that any such violation could reasonably be expected to have a Material Adverse Effect.
Except for Disclosed Matters and to the extent that such liability would not reasonably be expected
to have a Material Adverse Effect, the Loan Parties reasonably believe that all payments due from
any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and
employee health and welfare insurance and other benefits, have been paid or accrued in accordance
with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule
3.14 no Loan Party is a party to or bound by any material collective bargaining agreement,
management agreement, employment agreement, bonus, restricted stock, stock option, or stock
appreciation plan or agreement or any similar plan, agreement or arrangement. There are no
representation proceedings pending or, to the actual knowledge of any Responsible Officer of any
Loan Party, threatened to be filed with the National Labor Relations Board or other Governmental
Authority, and no labor organization or group of employees of any Loan Party has made a pending
demand for recognition. The consummation of the transactions contemplated by the Loan Documents
will not give rise to any right of termination or right of renegotiation on the part of any union
under any collective bargaining agreement to which any Loan Party is bound to the extent that such
would be reasonably expected to result in a Material Adverse Effect.



     SECTION 3.15 Security Documents. 



     The Security Documents create in favor of the Collateral Agent, for its own benefit and for
the ratable benefit of the other Credit Parties, a legal, valid and enforceable security or



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mortgage interests in the Collateral (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding in equity or at
law), and the Security Documents constitute, or will upon the filing of financing statements or
other requisite registrations and/or the obtaining of “control”, in each case with respect to the
relevant Collateral as required under the applicable Uniform Commercial Code or similar legislation
of any jurisdiction, including, without limitation, the PPSA and the Civil Code of Québec, to the
extent security interests in such Collateral can be perfected by such filings or control, the
creation of a fully perfected and opposable first priority Lien on, and security interest in, and
hypothecation of, all right, title and interest of the Loan Parties thereunder in such Collateral
(to the extent required under the Security Documents), in each case prior and superior in right to
any other Person, except for Permitted Encumbrances having priority over the Lien of the Collateral
Agent under Applicable Law.




     SECTION 3.16 Federal Reserve Regulations.



          (a) No Loan Party is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of buying or carrying Margin Stock.




          (b) No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, (i) to buy or carry Margin
Stock or to extend credit to others for the purpose of buying or carrying Margin Stock or to refund
indebtedness originally incurred for such purpose in violation of Regulation U or X or (ii) for any
purpose that entails a violation of, or that is inconsistent with, the provisions of the
Regulations of the Board, including Regulation U or Regulation X.




     SECTION 3.17 Solvency. 



     Each of the Loan Parties is Solvent. No transfer of property is being made by any Loan Party
and no obligation is being incurred by any Loan Party in connection with the transactions
contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or
defraud either present or future creditors of any Loan Party.



     SECTION 3.18 Licenses; Permits.



          (a) Each Loan Party has obtained all permits, licenses and other authorizations which are
required with respect to the ownership and operations of its business except where the failure to
obtain such permits, licenses or other authorizations, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. Each Loan Party is in material
compliance with all terms and conditions of all such permits, licenses, orders and authorizations,
and is also in compliance with all Applicable Laws, except where the failure to comply with such
terms, conditions or Applicable Laws, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.






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ARTICLE IV




Conditions




     SECTION 4.01 Closing Date. 



     The obligation of the Lenders to make each Loan and of the Issuing Banks to issue each Letter
of Credit, including the initial Loans and the initial Letters of Credit, if any, on the Closing
Date, is subject to the following conditions precedent:




     (a) The Agents (or their counsel) shall have received from each party either (i) a
counterpart of this Agreement and all other Loan Documents signed on behalf of such party or
(ii) written evidence satisfactory to the Agents (which may include telecopy transmission of
a signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement and all other Loan Documents.




     (b) The Agents shall have received a favorable written opinion (addressed to each Agent
and the Lenders and dated the Closing Date) of Kelly, Hart & Hallman, counsel for the Loan
Parties, covering such matters relating to the Loan Parties, the Loan Documents or the
transactions contemplated thereby as the Required Lenders shall reasonably request. The Loan
Parties hereby request such counsel to deliver such opinions.




     (c) The Agents shall have received Charter Documents and such other documents and
certificates as the Agents or their counsel may reasonably request relating to the
organization, existence and good standing of each Loan Party, the authorization of the
transactions contemplated by the Loan Documents and any other legal matters relating to the
Loan Parties, the Loan Documents or the transactions contemplated thereby, all in form and
substance reasonably satisfactory to the Agents and their counsel.




     (d) After giving effect to (i) the first funding under the Loans, (ii) any charges to
the Loan Account made in connection with the establishment of the credit facility
contemplated hereby and (iii) all Letters of Credit to be issued at, or immediately
subsequent to, such establishment, Availability shall be not less than $100,000,000. The
Administrative Agent, shall have received a Borrowing Base Certificate dated the Closing
Date, relating to the month ended on October 29, 2005, and executed by a Financial Officer
of the Lead Borrower.




     (e) The Agents shall have received a certificate, reasonably satisfactory in form and
substance to the Agents, (i) with respect to the Solvency of the Loan Parties as of the
Closing Date and (ii) certifying that, as of the Closing Date, the representations and
warranties made by the Loan Parties in the Loan Documents and otherwise are true and
complete and that no Default or Event of Default exists.




     (f) The Agents shall have received the Security Documents.




     (g) All necessary consents and approvals to the transactions contemplated hereby shall
have been obtained and shall be reasonably satisfactory to the Agents other



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than those which, individually or in the aggregate, would not and would not reasonably
be expected to have, a Material Adverse Effect.




     (h) The Agents shall have received a written report regarding the results of a
commercial finance examination of the Loan Parties, which shall be satisfactory to the
Agents.




     (i) Consolidated financial statements delivered to the Agents shall fairly present in
all material respects the business and financial condition of the Parent and that there
shall have been no Material Adverse Effect since the date of the most recent financial
information delivered to the Agents.




     (j) To the knowledge of the Responsible Officers, there shall not be pending any
litigation or other proceeding, the result of which would reasonably be expected to have a
Material Adverse Effect.




     (k) After giving effect to the consummation of the transactions contemplated under this
Agreement and the other Loan Documents on the Closing Date (including any Loans made or
Letters of Credit issued hereunder), no Default or Event of Default shall exist.




     (l) The Agents shall have received results of searches or other evidence reasonably
satisfactory to the Agents (in each case dated as of a date reasonably satisfactory to the
Agents) indicating the absence of Liens on the assets of the Loan Parties, except for
Permitted Encumbrances and Liens for which termination statements and releases or
subordination agreements are being tendered on the Closing Date.




     (m) The Agents shall have received all documents and instruments, including Uniform
Commercial Code and PPSA financing statements and certified statements issued by the Québec
Register of Personal and Moveable Property Rights, required by law or reasonably requested
by the Agents to be filed, registered, published or recorded to create or perfect the first
priority Liens intended to be created under the Loan Documents and all such documents and
instruments shall have been so filed, registered, published or recorded to the satisfaction
of the Agents.




     (n) The Agents shall have received a payoff letter from the Loan Parties’ existing
lender under their existing financing arrangement, as well as a tender of releases and
discharges of all collateral security for the existing financing arrangement, each in form
and substance satisfactory to the Agents. Such Indebtedness shall be repaid
contemporaneously with the making of the first Revolving Credit Loan hereunder.




     (o) The Agents shall have received, and be reasonably satisfied with, evidence of the
Loan Parties’ insurance, together with such endorsements as are required by the Loan
Documents.




     (p) All fees due at or immediately after the Closing Date and all Credit Party Expenses
incurred in connection with the establishment of the credit facility



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contemplated hereby (including the reasonable fees and expenses of counsel to the
Agents), shall have been paid in full.




     (q) The consummation of the transactions contemplated hereby shall not (i) violate any
Charter Document in any respect or any Applicable Law in any material respect, or (ii)
conflict with, or result in a default or event of default under, any Securitization Program
Document of any Loan Party. No event shall exist which is, or solely with the passage of
time, the giving of notice or both, would be a default under any Securitization Program
Document of any Loan Party.




     (r) No material changes in Applicable Law adversely affecting the Loan Parties or any
Credit Party shall have occurred prior to the Closing Date.




     (s) There shall have been delivered to the Agents such additional instruments and
documents as the Agents or counsel to the Agents reasonably may require or request.


The Administrative Agent shall notify the Borrowers and the Lenders of the Closing Date, and such
notice shall be conclusive and binding on the Loan Parties. Notwithstanding the foregoing, the
obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit
hereunder shall not become effective unless all of the foregoing conditions are satisfied (or
waived as provided in SECTION 9.02 hereof) at or prior to 12:00 noon, Boston time, on November 23,
2005 (and, in the event such conditions are not so satisfied or waived, this Agreement shall
terminate at such time).




     SECTION 4.02 Conditions Precedent to Each Loan and Each Letter of Credit.



     In addition to those conditions described in SECTION 4.01, the obligation of the Lenders to
make each Revolving Credit Loan and of the Issuing Banks to issue each Letter of Credit, is subject
to the following conditions precedent:




     (a) The Administrative Agent shall have received a notice with respect to such
Borrowing or issuance, as the case may be, as required by Article II.




     (b) To the knowledge of the Responsible Officers, (i) no Default or Event of Default is
then occurring and (ii) all representations and warranties contained in this Agreement and
the other Loan Documents or otherwise made in writing in connection herewith or therewith,
except for those contained in SECTION 3.04(b), shall be true and correct in all material
respects, except to the extent that the failure to be true and correct shall not have a
Material Adverse Effect, on and as of the date of each Borrowing or the issuance of each
Letter of Credit hereunder with the same effect as if made on and as of such date, other
than representations and warranties that relate solely to an earlier date.




     (c) On the date of each Borrowing hereunder and the issuance of each Letter of Credit
and after giving effect thereto, the Loan Parties shall be in compliance with all of the
terms and provisions set forth herein and in the other Loan Documents to be observed or
performed and no Default or Event of Default shall have occurred and be continuing.



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     (d) The Administrative Agent shall have received timely delivery of the most recently
required Borrowing Base Certificate, with each such Borrowing Base Certificate including
schedules as reasonably required by the Administrative Agent.


The request by the Lead Borrower for, and the acceptance by the Borrowers of, each extension of
credit hereunder shall be deemed to be a representation and warranty by the Loan Parties that the
conditions specified in this SECTION 4.02 have been satisfied at that time and that after giving
effect to such extension of credit the Borrowers shall continue to be in compliance with the
Borrowing Base. The conditions set forth in this SECTION 4.02 are for the sole benefit of the
Administrative Agent and each other Credit Party and may be waived by the Administrative Agent, in
whole or in part, without prejudice to the Administrative Agent or any other Credit Party.




ARTICLE V




Affirmative Covenants




     Until (i) the Commitments have expired or been terminated, (ii) the principal of and interest
on each Loan and all fees and other Obligations shall have been paid in full, (iii) all Letters of
Credit shall have expired or terminated or been cash collateralized to the extent provided herein
and (iv) all Letter of Credit Disbursements shall have been reimbursed, each Loan Party covenants
and agrees with the Credit Parties that:



     SECTION 5.01 Financial Statements and Other Information. 



     The Lead Borrower will furnish to the Administrative Agent:




     (a) Within ninety (90) days after the end of each Fiscal Year of the Parent, the
Consolidated balance sheets, Consolidated statements of operations, and Consolidated
statements of stockholders’ equity and cash flows as of the end of and for such year for the
Parent, setting forth in each case in comparative form the Consolidated figures for the
previous Fiscal Year, all audited and reported on by independent public accountants of
recognized national standing (without a “going concern” or like qualification or exception
and without a qualification or exception as to the scope of such audit) to the effect that
such Consolidated financial statements present fairly in all material respects the financial
condition and results of operations of the Parent on a Consolidated basis in accordance with
GAAP consistently applied and on an annual basis a consolidating balance sheet to be
delivered in a timely fashion, when prepared;




     (b) Within forty-five (45) days after the end of each Fiscal Quarter of the Parent, the
Consolidated balance sheets, Consolidated statements of operations, stockholders’ equity
and cash flows of the Parent, as of the end of and for such Fiscal Quarter and the elapsed
portion of the Fiscal Year, setting forth in each case in comparative form the Consolidated
figures for the previous Fiscal Year, all certified by one of the Parent’s Financial
Officers as presenting in all material respects the financial condition and results of
operations of the Parent on a Consolidated basis in accordance



77









 






with GAAP consistently applied, subject to normal year end audit adjustments and the
absence of footnotes;




     (c) Concurrently with any delivery of financial statements under clause (a) or (b)
above, a certificate of a Financial Officer of the Lead Borrower in the form of Exhibit
I hereto (a “Compliance Certificate”) (i) certifying as to whether a Default or
Event of Default has occurred and, if a Default or Event of Default has occurred, specifying
the details thereof and any action taken or proposed to be taken with respect thereto, and
(ii) setting forth reasonably detailed calculations with respect to Availability, the
Average Daily Availability and Consolidated Fixed Charge Coverage Ratio (if then being
tested) for such period;




     (d) With respect to each Fiscal Month in which Credit Extensions exceed $100,000,000 at
any time during such Fiscal Month, on the 10th Business Day of each following Fiscal Month,
a certificate in the form of Exhibit J (a “Borrowing Base Certificate”)
showing the Borrowing Base as of the close of business on the immediately preceding Fiscal
Month, provided that if a Cash Dominion Event has occurred, such Borrowing Base
Certificate shall be furnished on Wednesday of each week (or, if Wednesday is not a Business
Day, on the next succeeding Business Day), and provided further that if the request
for a Loan will result in Credit Extensions exceeding $150,000,000 such Borrowing Base
Certificate shall accompany such request; each Borrowing Base Certificate to be certified as
complete and correct in all material respects on behalf of the Lead Borrower by a Financial
Officer of the Lead Borrower;




     (e) Promptly after the same become publicly available, copies of all material periodic
and other reports, proxy statements and other materials filed by any Loan Party with the
Securities and Exchange Commission, or other foreign securities regulatory body, or any
Governmental Authority succeeding to any or all of the functions of said Commission, or with
any national securities exchange, as the case may be;




     (f) With respect to each month in which Credit Extensions exceed $100,000,000 at any
time during such month, the financial and collateral reports described on Schedule
5.01(f) hereto, which shall be delivered at the times set forth in such Schedule during
the calendar months following each month in which Credit Extensions exceed $100,000,000 at
any time during such month;




     (g) A detailed summary of the Net Proceeds received from any Prepayment Event within
three (3) Business Days after receipt of such proceeds, including, without limitation, to
the extent applicable, the manner of allocation of the Net Proceeds amongst the assets and
properties of the Loan Parties which are the subject of the Prepayment Event;




     (h) Notice of any intended sale or other disposition (other than a Permitted
Disposition) of material assets of any Loan Party permitted hereunder or incurrence of any
Indebtedness for borrowed money in excess of $25,000,000 in favor of any non-Affiliated
Person permitted hereunder at least five (5) Business Days prior to the date of consummation
such sale or disposition or incurrence of such Indebtedness;



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     (i) Promptly following any request therefor, such other information regarding the
operations, business affairs and financial condition of any Loan Party, or compliance with
the terms of any Loan Document, as the Agents or any Lender may reasonably request; and




     (j) If reasonably requested by the Administrative Agent, and concurrently with the
delivery of the financial statements under clause (a) above, copies of the Borrowers’
Canadian federal and provincial tax returns for the Fiscal Year to which such financial
statements in clause (a) apply, if available.




Any of the delivery requirements relating to written financial information set forth in this
Section 5.01 may be satisfied by either (x) the Borrowers’ posting such information
in electronic format readable by the Administrative Agent and the Lenders to a secure
address on the world wide web (the “Informational Website”) which is accessible by the
Administrative Agent and the Lenders or (y) the Borrowers’ delivering such financial
information in electronic format to the Administrative Agent and the Administrative Agent’s
posting such information to an Informational Website. The accommodation provided by the
foregoing sentence shall not impair the right of the Administrative Agent, or any Lender
through the Administrative Agent, to request and receive from the Borrowers physical
delivery of specific financial information provided for in this Section 5.01. The
Lead Borrower shall give the Administrative Agent and each Lender (or if applicable, the
Administrative Agent shall give each Lender) written or electronic notice each time any
information is delivered by posting to the Informational Website. The Loan Parties shall be
responsible for and shall bear all risk associated with establishing and maintaining the
security and confidentiality of the Informational Website and the information posted
thereto.



     SECTION 5.02 Notices of Material Events. 



     The Lead Borrower will furnish to the Administrative Agent prompt written notice of the
occurrence of any of the following after any Responsible Officer of the Lead Borrower obtains
knowledge thereof:




     (a) A Default or Event of Default, specifying the nature and extent thereof and the
action (if any) which is proposed to be taken with respect thereto;




     (b) The filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting any Loan Party or any Affiliate
thereof that, as determined at the time of filing, could reasonably be expected to result in
a Material Adverse Effect;




     (c) An ERISA Event that, alone or together with any other ERISA Events that have
occurred, would reasonably be expected to result in a Material Adverse Effect;




     (d) Any development that results in a Material Adverse Effect;




     (e) Any change in the Parent’s chief executive officer or chief financial officer;



79









 






     (f) The discharge by any Loan Party of its present independent accountants or any
withdrawal or resignation by such independent accountants;




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




     (h) The filing of any Lien for unpaid Taxes in excess of $500,000 against any Loan
Party; and




     (i) Any casualty or other insured damage to any material portion of the Collateral or
the commencement of any action or proceeding for the taking of any interest in a material
portion of the Collateral or any part thereof or interest therein under power of eminent
domain or by condemnation or similar proceeding.


Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Lead Borrower setting forth the details of the event or
development requiring such notice and, if applicable, any action taken or proposed to be taken with
respect thereto.




     SECTION 5.03 Information Regarding Collateral. 



     The Lead Borrower will furnish to the Agents at least thirty (30) days prior written notice of
any change in: (a) any Loan Party’s name or in any trade name used to identify it in the conduct of
its business or in the ownership of its properties; (b) the location of any Loan Party’s chief
executive office, its principal place of business, any office in which it maintains books or
records relating to Collateral owned by it or any office or facility at which Collateral owned by
it is located (including the establishment of any such new office or facility); (c) any Loan
Party’s organizational structure or jurisdiction of incorporation or formation; or (d) any Loan
Party’s Federal Taxpayer Identification Number or organizational identification number assigned to
it by its state of organization. The Loan Parties agree not to effect or permit any change referred
to in the preceding sentence unless all filings, publications and registrations, have been made
under the Uniform Commercial Code, PPSA or other Applicable Law that are required in order for the
Agents to continue at all times following such change to have a valid, legal and perfected first
priority security interest in all the Collateral for its own benefit and the benefit of the other
Credit Parties.



     SECTION 5.04 Existence; Conduct of Business. 



     Each Loan Party will, and will cause each of their Subsidiaries to, do all things necessary to
comply with its Charter Documents, and to preserve, renew and keep in full force and effect its
legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights,
trademarks and trade names material to the conduct of its business, except to the extent that the
failure to do so would not reasonably be expected to have a Material Adverse Effect; provided,
however, that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation
or dissolution permitted under SECTION 6.03.



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     SECTION 5.05 Payment of Obligations.



     Each Loan Party will, and will cause its Subsidiaries to, pay its Material Indebtedness and
other obligations, including Tax liabilities, and claims for labor, materials, or supplies, before
the same shall become delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary
has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such
contest effectively suspends collection of the contested obligation and no Lien is securing such
obligation, or (d) the failure to make payment would not reasonably be expected to result in a
Material Adverse Effect. Without limitation of the foregoing, each Loan Party will pay all
obligations within thirty (30) days of when due and owing to any third party warehousemen storing
any of the Inventory of any Loan Party.



     SECTION 5.06 Maintenance of Properties.



     Each Loan Party will, and will cause its Subsidiaries to, keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and
tear, casualty loss, and condemnation excepted, except where the failure to do so would not
reasonably be expected to result in a Material Adverse Effect and except for store closings and
asset dispositions permitted hereunder.



     SECTION 5.07 Insurance. 



          (a) Each Loan Party shall (i) maintain insurance with financially sound and reputable insurers
(or, to the extent consistent with business practices of such Loan Party in effect on the Closing
Date, a program of self-insurance) in at least such amounts and against at least such risks as is
consistent with business practices in effect on the Closing Date or as otherwise determined by the
Responsible Officers of the Loan Parties acting reasonably in their business judgment, including
public liability insurance against claims for personal injury or death occurring upon, in or about
or in connection with the use of any properties owned, occupied or controlled by it (including the
insurance required pursuant to the Security Documents); (ii) maintain such other insurance as may
be required by law; and (iii) furnish to the Administrative Agent, upon written request, full
information as to the insurance carried.




          (b) Fire and extended coverage policies maintained with respect to any Collateral shall be
endorsed or otherwise amended to include (i) a non-contributing lenders’ loss payable clause
(regarding personal property), in form and substance reasonably satisfactory to the Agents, which
endorsements or amendments shall provide that the insurer shall pay all proceeds in excess of
$1,000,000 prior to the occurrence and continuance of a Cash Dominion Event, and all proceeds
during the continuance of a Cash Dominion Event, otherwise payable to the Loan Parties under the
policies directly to the Collateral Agent, (ii) a provision to the effect that none of the Loan
Parties, Credit Parties or any other Person shall be a co-insurer and (iii) such other provisions
as the Administrative Agent may reasonably require from time to time to protect the interests of
the Credit Parties. Commercial general liability policies shall be endorsed to name the
Administrative Agent, as an additional insured. Each such policy referred to in this SECTION
5.07(b) shall also provide that it shall not be canceled, modified or not renewed (i) by reason of
nonpayment of premium except upon not less than thirty (30) days’





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prior written notice thereof by the insurer to the Collateral Agent (giving such Agent the
right to cure defaults in the payment of premiums) or (ii) for any other reason except upon not
less than thirty (30) days’ prior written notice thereof by the insurer to the Collateral Agent.
The Lead Borrower shall deliver to the Collateral Agent, prior to the cancellation, modification or
non-renewal of any such policy of insurance, evidence of renewal of a policy, including an
insurance binder) together with evidence satisfactory to the Collateral Agent of payment of the
premium therefor.




     SECTION 5.08 Books and Records; Inspection and Audit Rights; Appraisals; Accountants. 



          (a) Each Loan Party will, and will cause each of its Material Subsidiaries to, keep proper
books of record and account in accordance with GAAP and in which full, true and correct entries are
made of all dealings and transactions in relation to its business and activities. Each Loan Party
will, and will cause each of its Material Subsidiaries to, permit any representatives designated by
any Agent, upon reasonable prior notice and during normal business hours prior to the occurrence of
an Event of Default, to visit and inspect its properties, to discuss its affairs, finances and
condition with its officers and internal accountants and to examine and make extracts from its
books and records, all at such reasonable times and as often as reasonably requested.




          (b) Each Loan Party will, and will cause its Material Subsidiaries to, from time to time upon
the request of any Agent, permit any Agent or professionals (including consultants, accountants,
lawyers and appraisers) retained by the Agents, subject to reasonable prior notice and during
normal business hours prior to the occurrence of an Event of Default, to conduct appraisals,
commercial finance examinations and other evaluations, including, without limitation, of (i) the
Borrowers’ practices in the computation of the Borrowing Base, and (ii) the assets included in the
Borrowing Base and related financial information such as, but not limited to, sales, gross margins,
payables, accruals and reserves. Any Lender, at its own expense, may accompany the Agent or
professionals retained by the Agents on such examination. The Loan Parties shall pay the
reasonable out-of-pocket fees and expenses of the Agents or such professionals with respect to such
evaluations and appraisals, provided that (x) the Administrative Agent may conduct no more
than two (2) commercial finance examinations in any calendar year, which commercial finance
examinations shall only be conducted if Credit Extensions exceed $100,000,000 for any five (5) days
(provided that the Agents, in their reasonable discretion, if any Event of Default exists, may
cause such additional commercial finance examinations to be taken as any such Agent reasonably
determines (each, at the expense of the Loan Parties)), and (y) after the occurrence and
continuance of a Cash Dominion Event, the Administrative Agent may undertake no more than two (2)
appraisals in any calendar year of the Borrowers’ Inventory (provided that the Agents, in their
reasonable discretion, if any Event of Default exists, may cause such additional Inventory
appraisals to be taken as such Agents reasonably determine (each, at the expense of the Loan
Parties).




          (c) The Loan Parties shall at all times retain Ernst & Young or such other independent
certified public accountants who are reasonably satisfactory to the Agents.






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     SECTION 5.09 Physical Inventories.



          (a) The Loan Parties, at their own expense, shall cause not less than one (1) physical
inventory to be undertaken at each location and in each twelve (12) month period conducted by RGIS
or another inventory taker reasonably satisfactory to the Agents, and periodic cycle counts, in
each case consistent with past practice, and following such methodology as is consistent with the
methodology used in the immediately preceding inventory or as otherwise may be satisfactory to the
Agents. The Agents, at the expense of the Loan Parties, may observe each scheduled physical count
of Inventory which is undertaken on behalf of any Loan Party. The Borrowers, within forty-five
(45) calendar days following the completion of such inventory, shall provide the Agents with a
reconciliation of the results of such inventory (as well as of any other physical inventory
undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and
general ledgers, as applicable.




          (b) The Agents, in their discretion, if any Default or Event of Default exists, may cause such
inventories to be taken as the Agents determine (each, at the expense of the Loan Parties).




     SECTION 5.10 Compliance with Laws. 



     Loan Party will comply with all Applicable Laws and the orders of any Governmental Authority
except where the failure to do so, individually or in the aggregate, would not reasonably be
expected to result in a Material Adverse Effect.



     SECTION 5.11 Use of Proceeds and Letters of Credit. 



     The proceeds of Loans made hereunder and of Letters of Credit issued hereunder will be used
only (a) to refinance existing Indebtedness of the Borrowers, (b) to finance the acquisition of
working capital assets of the Borrowers and their Subsidiaries, including the purchase of inventory
and equipment, in each case in the ordinary course of business, (c) to finance Capital Expenditures
of the Borrowers and their Subsidiaries, (d) to finance Permitted Acquisitions, and (d) for general
corporate purposes, including but not limited to the repayment of Indebtedness, the making of
Restricted Payments, and the making of Investments, all to the extent permitted in this Agreement.
No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose
that entails a violation of any of the regulations of the Board, including Regulations U and X.



     SECTION 5.12 Additional Subsidiaries. 



     If any Loan Party shall form or acquire a Material Subsidiary after the Closing Date, the Lead
Borrower will notify the Agents thereof the Lead Borrower will cause such Subsidiary to become a
Loan Party hereunder, and under each applicable Security Document in the manner provided therein,
within ten (10) Business Days after such Material Subsidiary is formed or acquired and promptly
take such actions to create and perfect Liens on such Material Subsidiary’s assets of the type
included within the definition of Collateral, to secure the Obligations as the Administrative Agent
or the Required Lenders shall request.



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     SECTION 5.13 Further Assurances. 



     Each Loan Party will execute any and all further documents, financing statements, agreements
and instruments, and take all such further actions (including the filing and recording of financing
statements and other documents), that may be required under any Applicable Law, or which the
Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions
contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or
intended to be created by the Security Documents or the validity or priority of any such Lien, all
at the expense of the Loan Parties. The Loan Parties also agree to provide to the Administrative
Agent, from time to time upon the reasonable request of Administrative Agent, evidence reasonably
satisfactory to such Agent as to the perfection and priority of the Liens created or intended to be
created by the Security Documents.



ARTICLE VI




Negative Covenants




     Until (i) the Commitments have expired or been terminated, (ii) the principal of and interest
on each Loan and all fees and other Obligations shall have been paid in full, (iii) all Letters of
Credit shall have expired or terminated or been cash collateralized to the extent provided herein,
and (iv) all Letter of Credit Disbursements shall have been reimbursed, each Loan Party covenants
and agrees with the Credit Parties that:



     SECTION 6.01 Indebtedness and Other Obligations. 



     No Loan Party will create, incur, assume or permit to exist any Indebtedness, except Permitted
Indebtedness.



     SECTION 6.02 Liens. 



     No Loan Party will create, incur, assume or permit to exist any Lien on any property or asset
now owned or hereafter acquired by it, or assign or sell any income or revenues (including
Accounts) or rights in respect of any thereof, except Permitted Encumbrances.



     SECTION 6.03 Fundamental Changes 



          (a) No Borrower will, or will permit any Loan Party to, merge, amalgamate into or consolidate
with any other Person, or permit any other Person to merge, amalgamate into or consolidate with it,
or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect
thereto no Default or Event of Default shall have occurred and be continuing or would arise
therefrom, (i) any Subsidiary may merge, amalgamate into a Borrower in a transaction in which a
Borrower is the surviving corporation, (ii) any Subsidiary that is not a Borrower may merge or
amalgamate into any Subsidiary that is not a Borrower, and (iii) Permitted Acquisitions and asset
dispositions permitted pursuant to SECTION 6.05 hereof may be consummated in the form of a merger
or amalgamation, as long as, in the event of a Permitted Acquisition, a Loan Party is the surviving
Person, provided that any such merger or amalgamation involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger or amalgamation shall not be permitted unless also
permitted by SECTION 6.04.






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          (b) No Borrower will engage, to any material extent, in any business other than businesses of
the type conducted by such Loan Party on the date of execution of this Agreement and businesses
reasonably related thereto.




     SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. 



     No Loan Party will make or permit to exist any Investment, except Permitted Investments.



     SECTION 6.05 Asset Sales. 



     No Loan Party will sell, transfer, lease (as lessor) or otherwise voluntarily dispose of any
asset, including any Capital Stock of another Person, except sales of Inventory and the use of cash
in the ordinary course of business, transactions permitted by SECTION 6.03 and Permitted
Dispositions.



     SECTION 6.06 Restricted Payments; Certain Payments of Indebtedness.



          (a) No Loan Party will declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment other than Permitted Dividends.




          (b) 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, or any payment or other distribution (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 Indebtedness, except





          (i) as long as no Event of Default then exists or would arise therefrom, mandatory
payments and mandatory prepayments of interest and principal as and when due in respect of
any Permitted Indebtedness; and




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



     SECTION 6.07 Transactions with Affiliates. 



          (a) No Loan Party will sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (i) transactions in the ordinary course of
business that are at prices and on terms and conditions, taken as a whole, not less favorable to
such Loan Party than could be obtained on an arm’s-length basis from unrelated third parties,
(ii)transactions between or among the Loan Parties not otherwise prohibited hereunder, (iii) as set
forth on Schedule 6.07, (iv) payment of reasonable compensation to officers and employees for
services actually rendered to any such Loan Party or any of its Subsidiaries, (v) payment of
director’s fees, expenses, and indemnities, (vi) stock option and compensation plans of the Loan
Parties and their Subsidiaries, (vii) employment contracts with officers and management of the Loan
Parties and their Subsidiaries, (viii) the repurchase of equity interests from officers,





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directors, and employees to the extent specifically permitted under this Agreement, (ix)
advances and loans to officers and employees of the Loan Parties and their Subsidiaries to the
extent specifically permitted under this Agreement and to the extent permitted by applicable law,
(x) other transactions specifically permitted under this Agreement (including, without limitation,
sale/leaseback transactions, Permitted Dispositions, Restricted Payments, Permitted Investments,
and Indebtedness), (xi) transactions in connection with the Securitization Program, or (xii) any
transactions approved by Administrative Agent.




     SECTION 6.08 Restrictive Agreements.



     No Loan Party will directly or indirectly enter into, incur or permit to exist any agreement
or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of
such Loan Party to create, incur or permit to exist any Lien upon any of its property or assets in
favor of the Administrative Agent or (b) the ability of any Subsidiary thereof to pay dividends or
other distributions with respect to any shares of its Capital Stock to such Loan Party or to make
or repay loans or advances to a Loan Party or any other Subsidiary of a Loan Party or to guarantee
Indebtedness of the Loan Parties or any other Subsidiary of the Loan Parties, provided that
(i) the foregoing shall not apply to restrictions and conditions imposed by Applicable Law or by
any Loan Document, (ii) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such Indebtedness,
including, without limitation, the pledge of Private Label Receivables under the Securitization
Program or in connection with any sale of the Private Label Receivables permitted under SECTION
6.05 hereof, and (iii) clause (a) of the foregoing shall not apply to customary provisions in
leases restricting the assignment or subleasing thereof.



     SECTION 6.09 Amendment of Material Documents. 



     No Loan Party will amend, modify or waive any of its rights under (a) its Charter Documents or
(b) any Securitization Program Document, or (c) any Material Indebtedness, in each case to the
extent that such amendment, modification or waiver would reasonably likely have a Material Adverse
Effect.



     SECTION 6.10 Fixed Charge Coverage Ratio. 



     The Borrowers shall at all times maintain Availability in an amount not less than ten percent
(10%) of the Revolving Credit Ceiling, unless the Borrowers demonstrate compliance with, and
maintain a Fixed Charge Coverage Ratio, calculated on a trailing twelve (12) month basis, of at
least 1.10: 1.00. Such Fixed Charge Coverage Ratio shall be first tested as of the Fiscal Month
ending immediately prior to the date that Availability is first less than or equal to ten percent
(10%) of the Revolving Credit Ceiling, and shall continue to be tested monthly until Availability
has exceeded ten percent (10%) of the Revolving Credit Ceiling on each day for two (2) consecutive
Fiscal Months. To the extent that the Fixed Charge Coverage Ratio is being tested in accordance
herewith, within fifteen (15) days after the end of each Fiscal Month of the Parent, the Lead
Borrower shall furnish the Administrative Agent with Consolidated balance sheets, Consolidated
statements of operations, and cash flows of the Parent, as of the end of and



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for such Fiscal Month and the elapsed portion of the Fiscal Year, setting forth in each case
in comparative form the Consolidated figures for the previous Fiscal Year.




     SECTION 6.11 Fiscal Year. 



     No Loan Party will change its Fiscal Year without the approval of the Administrative Agent.



     SECTION 6.12 ERISA. 



     No Loan Party shall, or shall cause or permit any of its ERISA Affiliates to:



          (a) cause or permit to occur an event that would reasonably be expected to result in the
imposition of a Lien under Section 412 of the IRC or Section 302 or 4068 of ERISA; or




          (b) cause or permit to occur an ERISA Event to the extent such ERISA Event would reasonably be
expected to result in a Material Adverse Effect; or




          (c) engage in any transaction in connection with which a Loan Party or any ERISA Affiliate
could be reasonably expected to be subject to either a civil penalty assessed pursuant to the
provisions of Section 502(i) of ERISA or a tax imposed under the provisions of Section 4975 of the
IRC which, in each case, would reasonably be expected to result in a Material Adverse Effect; or




          (d) adopt an amendment to any Plan requiring the provision of security under Section 307 of
ERISA or Section 401(a)(29) of the IRC which would reasonably be expected to result in a Material
Adverse Effect; or




          (e) terminate any Plan under Section 4041(c) of ERISA without the prior consent of
Administrative Agent which would reasonably be expected to result in a Material Adverse Effect; or




          (f) fail in any material respect to make payment when due (including permissible extensions)
of all amounts which, under the provisions of any Plan, it is required to pay as contributions
thereto or as premiums to the PBGC, or, with respect to any Pension Plan, permit to exist any
material “accumulated funding deficiency” (within the meaning of Section 302 of ERISA and Section
412 of the IRC) which would reasonably be expected to result in a Material Adverse Effect; or




          (g) enter into a new agreement or agreements that would (i) obligate a Loan Party or any ERISA
Affiliate to make contributions to a Multiemployer Plan subject to subtitle (e) of Title IV of
ERISA in excess of $10,000,000 per year, (ii) to create, extend or increase an obligation to
provide health or medical benefits for retirees of a Loan Party or an ERISA Affiliate that would
reasonably be expected to result in a Material Adverse Effect; or





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          (h) enter into a plan in respect of Canadian employees of the Lead Borrower or any of its
Affiliates which is a pension plan or subject to any pension benefits legislation, or has any plan
subject to registration or regulation under the Pension Benefits Act (Ontario).




     SECTION 6.13 Environmental Laws. 



     The Loan Parties shall not, and shall not permit any Subsidiary to, (a) fail to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, or (b) become subject to any Environmental Liability, in each
case which is reasonably likely to have a Material Adverse Effect.



     SECTION 6.14 Additional Subsidiaries. 



     The Loan Parties will not create any additional Subsidiary, unless such Subsidiary is a Loan
Party or if the Investment with respect thereto is permitted pursuant to SECTION 5.12 or SECTION
6.04 hereof.



     SECTION 6.15 Securitization Program Documents.



          (a) The Loan Parties shall not consent to, elect that, permit, or otherwise acquiesce in, the
purchase price for the Private Label Receivables being paid other than in cash, including without
limitation, by a Subordinated Note (as defined in the Receivables Purchase Agreement between Pier 1
Imports (U.S.), Inc. and Pier 1 Funding, Inc. dated as of February 12, 1997, as amended and in
effect (the “RPA”) or by any increase of the Subordinated Note, or by means of a capital
contribution by the Loan Parties to Pier 1 Funding, Inc. or any other Person. The foregoing shall
not be deemed to prohibit the mandatory acceptance of such a Subordinated Note by the Loan Parties
in accordance with the provisions of the second sentence of Section 3.01(c) of the RPA.




          (b) The Loan Parties shall not consent to, permit, or otherwise acquiesce in, the termination
of the Securitization Program Documents or the commencement of the amortization period thereunder,
and will cause such Securitization Program Documents and the revolving period thereunder to be
extended in accordance with the terms thereof through the Maturity Date.




ARTICLE VII




Events of Default




     SECTION 7.01 Events of Default. 



     If any of the following events (“Events of Default”) shall occur:




     (a) Any Loan Party shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any Letter of Credit Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for prepayment thereof
or otherwise;



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     (b) Any Loan Party shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in SECTION 7.01(a), or an amount payable for Cash
Management Services or Other Liabilities) payable under this Agreement or any other Loan
Document and such failure continues for three (3) Business Days after notice from Agents;




     (c) Any representation or warranty made or deemed made by or on behalf of any Loan
Party in, or in connection with, any Loan Document or any amendment or modification thereof
or waiver thereunder (including, without limitation, in any Borrowing Base Certificate or
any certificate of a Financial Officer accompanying any, financial statement or other
document furnished pursuant to or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, shall prove to have been incorrect in any
material respect when made or deemed made;




     (d) Any Loan Party shall fail to observe or perform when due any covenant, condition or
agreement contained in (i) Article VI or (ii) in SECTION 5.01(d) (after a one (1) Business
Day grace period), or (iii) in any of SECTION 2.18, SECTION 5.01(f), SECTION 5.07, SECTION
5.08, or SECTION 5.11 (provided that, if (A) any such Default described in this clause (iii)
is of a type that can be cured within five (5) Business Days and (B) such Default could not
materially adversely impact the Lenders’ Liens on the Collateral, such default shall not
constitute an Event of Default for five (5) Business Days after the occurrence of such
Default so long as the Loan Parties are diligently pursuing the cure of such Default);




     (e) Any Loan Party shall fail to observe or perform when due any covenant, condition or
agreement contained in any Loan Document (other than those specified in SECTION 7.01(a),
SECTION 7.01(b), SECTION 7.01(c), or SECTION 7.01(d)), and such failure shall continue
unremedied for a period of twenty (20) days after notice thereof from the Administrative
Agent to the Lead Borrower;




     (f) Any Loan Party shall fail to make any payment (whether of principal or interest and
regardless of amount) in respect of any Material Indebtedness when and as the same shall
become due and payable (after giving effect to the expiration of any grace or cure period
set forth therein) or any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with
or without the giving of notice, the lapse of time or both) the holder or holders of any
such Material Indebtedness or any trustee or agent on its or their behalf to cause any such
Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity and with respect to which all notice,
grace, and cure periods have expired;




     (g) a Change in Control shall occur;




     (h) An involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party
or its debts, or of a substantial part of its assets, under the Bankruptcy Code, the BIA,
the CCAA, or any federal, state, provincial or foreign bankruptcy, insolvency,



89









 







receivership or similar law now or hereafter in effect or (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator, monitor, administrator, or similar
official for any Loan Party or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for sixty (60) days or an order or
decree approving or ordering any of the foregoing shall be entered;




     (i) Any Loan Party shall (i) voluntarily commence any proceeding or file any petition
or proposal (or intent to file a proposal) seeking liquidation, reorganization or other
relief under the Bankruptcy Code, the BIA, the CCAA, or any federal, state, provincial or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii)
consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in SECTION 7.01(j), (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator, monitor,
administrator, or similar official for any Loan Party or for a substantial part of its
assets, (iv) file an answer admitting the material allegations of a petition filed against
it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;




     (j) Any Loan Party shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due;




     (k) Except as permitted under SECTION 6.05 hereof, the determination of the Loan
Parties, whether by vote of the Loan Parties’ board of directors or otherwise to: suspend
the operation of the Loan Parties’ business in the ordinary course, liquidate all or
substantially all of the Borrowers’ assets (other than a sale of its private label credit
card portfolio) or store locations, or employ an agent or other third party to conduct any
so-called store closing, store liquidation or “Going-Out-Of-Business” sales for all or
substantially all of the store locations;




     (l) One or more final non-appealable judgments for the payment of money in an aggregate
amount in excess of $5,000,000 in excess of insurance coverage (or indemnities from
indemnitors reasonably satisfactory to the Agents) shall be rendered against any Loan Party
or any combination of Loan Parties and the same shall remain undischarged for a period of
forty-five (45) days during which execution shall not be effectively stayed, satisfied, or
bonded or any action shall be legally taken by a judgment creditor to attach or levy (by
writ or otherwise) upon any material assets of any Loan Party to enforce any such judgment;




     (m) An ERISA Event shall have occurred that when taken together with all other ERISA
Events that have occurred, would reasonably be expected to result in liability to any Plan,
Multiemployer Plan, or the PBGC (or any combination thereof) in excess of $10,000,000 (net
of actual, or likely, recoveries, payments, or insurance proceeds), and reasonably be
expected to result in a Material Adverse Effect, and the same shall remain undischarged for
a period of thirty (30) consecutive days during which period any action shall not be legally
taken to attach or levy upon any material assets of any Loan Party to enforce any such
liability;



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     (n) Any challenge by or on behalf of any Loan Party 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;




     (o) Any challenge by or on behalf of any other Person 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, in each case, as to which an order or judgment has been entered
materially adverse to the Agents and the Lenders;




     (p) Any Lien purported to be created under any Security Document shall cease to be, or
shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral,
with the priority required by the applicable Security Document except as a result of the
sale, release, or other disposition of the applicable Collateral in a transaction permitted
under the Loan Documents or the failure of the Agents through their acts or omissions and
through no fault of the Loan Parties, to maintain the perfection of their Liens in
accordance with Applicable Law;




     (q) The occurrence of any uninsured or unreimbursed loss to any material portion of the
Collateral;




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




     (s) A breach by any party under any of the Securitization Program Documents or, except
as permitted in the Securitization Program Documents, and provided that no breach of SECTION
6.15 exists or would exist as a result thereof, the failure of any other party to any of the
Securitization Program Documents to pay the Borrowers for the purchase of any Private Label
Receivables in cash; or




     (t) The imposition of any stay or other order, the effect of which restrains the
conduct by the Loan Parties, taken as a whole, of their business in the ordinary course in a
manner that has resulted in, or could reasonably be expected to have, a Material Adverse
Effect;


then, and in every such event (other than an event with respect to any Loan Party described in
SECTION 7.01(h) or (i)), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Lead
Borrower, take any or all of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall irrevocably terminate immediately; (ii)
declare the Obligations then outstanding to be due and payable in whole, and


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thereupon the principal of the Loans and all other Obligations so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of the Loan Parties
accrued hereunder, shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Loan Parties; or (iii) require
the Loan Parties to furnish cash collateral in an amount equal to 105% of the Letter of Credit
Outstandings to be held and applied in accordance with SECTION 2.17 and SECTION 7.03. In case of
any event with respect to any Loan Party described in SECTION 7.01(h) or (i)), the Commitments
shall automatically and irrevocably terminate and the principal of the Loans and other Obligations
then outstanding, together with accrued interest thereon and all fees and other obligations of the
Loan Parties accrued hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties.




     SECTION 7.02 Remedies on Default. 



     In case any one or more of the Events of Default shall have occurred and be continuing, and
whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, the
Agents may (and at the direction of the Required Lenders, shall) proceed to protect and enforce
their rights and remedies (including the right to require the issuance of a Letter of Credit as set
forth in SECTION 9.05) under this Agreement or any of the other Loan Documents by suit in equity,
action at law or other appropriate proceeding, whether for the specific performance of any covenant
or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to
which the Obligations are evidenced, and, if such amount shall have become due, by declaration or
otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the
Credit Parties. No remedy herein is intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or any other provision of law.



     SECTION 7.03 Application of Proceeds. 




     (a) After the occurrence and during the continuance of an Event of Default, all
proceeds realized from any Loan Party or on account of any Collateral or, without limiting
the foregoing, on account of any Prepayment Event shall be applied in the following order:




     (i) FIRST, ratably to pay the Obligations in respect of any Credit Party
Expenses, indemnities, fees and other amounts then due to the Agents until paid in
full;




     (ii) SECOND, ratably to pay any Credit Party Expenses, indemnities and fees
then due to the Lenders until paid in full;




     (iii) THIRD, ratably to pay interest accrued in respect of the Obligations
until paid in full;




     (iv) FOURTH, to pay principal due in respect of the Swingline Loans until paid
in full;



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     (v) FIFTH, ratably to pay principal due in respect of the Revolving Credit
Loans until paid in full;




     (vi) SIXTH, to the Administrative Agent, to be held by the Administrative
Agent, for the ratable benefit of the Issuing Banks and the Lenders as cash
collateral in an amount up to 105% of the then extant Stated Amount of Letters of
Credit until paid in full;




     (vii) SEVENTH, to pay Issuing Bank for the issuance of a standby Letter of
Credit in favor of the Administrative Agent in an amount to be determined by the
Administrative Agent with respect to the Lenders’ exposure to withholding tax
liabilities prior to the Termination Date;




     (viii) EIGHTH, to pay outstanding Obligations with respect to Cash Management
Services furnished to any Loan Party;




     (ix) NINTH, ratably to pay any other Obligations and Other Liabilities; and




     (x) TENTH, to the Lead Borrower or such other Person entitled thereto under
Applicable Law.



ARTICLE VIII




The Agents




     SECTION 8.01 Appointment and Administration by Administrative Agent. 



     Each Lender and each Issuing Bank hereby irrevocably designate Bank of America as
Administrative Agent under this Agreement and the other Loan Documents. The general administration
of the Loan Documents shall be by the Administrative Agent. The Lenders and each Issuing Bank each
hereby (i) irrevocably authorizes the Administrative Agent and the Collateral Agent to enter into
the Loan Documents to which it is a party, and at its discretion, to take or refrain from taking
such actions as agent on its behalf and to exercise or refrain from exercising such powers under
the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with
all powers reasonably incidental thereto, and (ii) agrees and consents to all of the provisions of
the Security Documents. All Collateral shall be held or administered by the Administrative Agent
(or its duly-appointed agent) for its own benefit and for the ratable benefit of the other Credit
Parties. Any proceeds received by the Administrative Agent from the foreclosure, sale, lease or
other disposition of any of the Collateral and any other proceeds received pursuant to the terms of
the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent
for application as provided in this Agreement and the other Loan Documents. The Administrative
Agent shall have no duties or responsibilities except as set forth in this Agreement and the other
Loan Documents, nor shall it have any fiduciary relationship with any other Credit Party, and no
implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the
Loan Documents or otherwise exist against the Administrative Agent.



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SECTION 8.02 Appointment of Collateral Agent. 




          (a) Each Lender and each Issuing Bank hereby irrevocably designate Bank of America as
Collateral Agent under this Agreement and the other Loan Documents. The Lenders and each Issuing
Bank each hereby (i) irrevocably authorizes the Collateral Agent (x) to enter into the Loan
Documents to which it is a party, and (y) at its discretion, to take or refrain from taking such
actions as agent on its behalf and to exercise or refrain from exercising such powers under the
Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with all
powers reasonably incidental thereto, and (ii) agrees and consents to all of the provisions of the
Security Documents. All Collateral shall be held or administered, subject to the direction of the
Administrative Agent, by the Collateral Agent (or its duly-appointed agent) for its own benefit and
for the ratable benefit of the other Credit Parties. Any proceeds received by the Collateral Agent
from the foreclosure, sale, lease or other disposition of any of the Collateral and any other
proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall
be paid over to the Administrative Agent for application as provided in this Agreement and the
other Loan Documents. The Collateral Agent shall have no duties or responsibilities except as set
forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship
with any other Credit Party, and no implied covenants, responsibilities, duties, obligations, or
liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent.




          (b) Without limiting the generality of paragraph (a) above, for the purposes of creating a
solidarité active in accordance with Article 1541 of the Civil Code of Québec, between each Lender,
taken individually, on the one hand, and the Collateral Agent, on the other hand, each Loan Party,
each such Lender and the Collateral Agent acknowledge and agree that such Lender and the Collateral
Agent are hereby conferred the legal status of solidary creditors of each Loan Party in respect of
all Obligations, present and future, owed by each Loan Party to each such Lender and the Collateral
Agent (collectively, the “Solidary Claim”). Each Loan Party which is not a signatory of
this Agreement but is or may become a signatory to any other Loan Documents shall be deemed to have
accepted the provisions contained in this paragraph by its execution of such other Loan Documents.
Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Québec,
the Loan Parties are irrevocably bound towards the Collateral Agent and each Lender in respect of
the entire Solidary Claim of the Collateral Agent and such Lender. As a result of the foregoing,
the parties hereto acknowledge that the Collateral Agent and each Lender shall at all times have a
valid and effective right of action for the entire Solidary Claim of the Collateral Agent and such
Lender and the right to give full acquittance for it. Accordingly, without limiting the generality
of the foregoing, the Collateral Agent, as solidary creditor with each Lender, shall at all times
have a valid and effective right of action in respect of all Obligations, present and future, owned
by each Loan Party to the Collateral Agent and Lenders or any of them and the right to give a full
acquittance for same. The parties further agree and acknowledge that the Collateral Agent’s Liens
on the Collateral shall be granted to the Collateral Agent, for its own benefit and for the benefit
of the Lenders.




     SECTION 8.03 Sharing of Excess Payments. 



     If at any time or times any Credit Party shall receive (i) by payment, foreclosure, setoff,
banker’s lien, counterclaim, or otherwise, or any payments with respect to the Obligations owing



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to such Credit Party arising under, or relating to, this Agreement or the other Loan
Documents, except for any such proceeds or payments received by such Credit Party from the
Administrative Agent pursuant to the terms of this Agreement, or (ii) payments from the
Administrative Agent in excess of such Credit Party’s ratable portion of all such distributions by
the Administrative Agent, such Credit Party shall promptly (1) turn the same over to the
Administrative Agent in kind, and with such endorsements as may be required to negotiate the same
to the Administrative Agent, or in same day funds, as applicable, for the account of all of the
Credit Parties and for application to the Obligations in accordance with the applicable provisions
of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and
participation in the Obligations owed to the other Credit Parties so that such excess payment
received shall be applied ratably as among the Credit Parties in accordance with their Commitment
Percentages; provided, however, that if all or part of such excess payment received
by the purchasing party is thereafter recovered from it, those purchases of participations shall be
rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid
therefor shall be returned to such purchasing party, but without interest except to the extent that
such purchasing party is required to pay interest in connection with the recovery of the excess
payment.



     SECTION 8.04 Agreement of Applicable Lenders. 



     Upon any occasion requiring or permitting an approval, consent, waiver, election or other
action on the part of the Applicable Lenders, action shall be taken by the Administrative Agent for
and on behalf or for the benefit of all Credit Parties upon the direction of the Applicable
Lenders, and any such action shall be binding on all Credit Parties. No amendment, modification,
consent, or waiver shall be effective except in accordance with the provisions of SECTION 9.02.



     SECTION 8.05 Liability of Agents.



          (a) The Agents, when acting on behalf of the Credit Parties, may execute any of their
respective duties under this Agreement by or through any of its officers, agents and employees, and
no Agent nor its respective directors, officers, agents or employees shall be liable to any other
Credit Party for any action taken or omitted to be taken in good faith, or be responsible to any
other Credit Party for the consequences of any oversight or error of judgment, or for any loss,
except to the extent of any liability imposed by law by reason of such Agent’s own gross
negligence, bad faith or willful misconduct. No Agent or its respective directors, officers, agents
and employees shall in any event be liable to any other Credit Party for any action taken or
omitted to be taken by it pursuant to instructions received by it from the Applicable Lenders, or
in reliance upon the advice of counsel selected by it. Without limiting the foregoing, no Agent or
any of its respective directors, officers, employees, or agents shall be: (i) responsible to any
other Credit Party for the due execution, validity, genuineness, effectiveness, sufficiency, or
enforceability of, or for any recital, statement, warranty or representation in, this Agreement,
any other Loan Document or any related agreement, document or order; (ii) required to ascertain or
to make any inquiry concerning the performance or observance by any Loan Party of any of the terms,
conditions, covenants, or agreements of this Agreement or any of the Loan Documents; (iii)
responsible to any other Credit Party for the state or condition of any properties of the Loan
Parties or any other obligor hereunder constituting Collateral for the Obligations, the Other
Liabilities or any information contained in the books or records of the Loan Parties; (iv)
responsible to any other Credit Party for the validity, enforceability, collectibility,
effectiveness




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or genuineness of this Agreement or any other Loan Document or any other certificate, document
or instrument furnished in connection therewith; or (v) responsible to any other Credit Party for
the validity, priority or perfection of any Lien securing or purporting to secure the Obligations,
or for the value or sufficiency of any of the Collateral.




          (b) The Agents may execute any of their duties under this Agreement or any other Loan Document
by or through its agents or attorneys-in-fact, and shall be entitled to the advice of counsel
concerning all matters pertaining to its rights and duties hereunder or under the other Loan
Documents. The Agents shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.




          (c) None of the Agents nor any of their respective directors, officers, employees, or agents
shall have any responsibility to any Loan Party on account of the failure or delay in performance
or breach by any other Credit Party (other than by each such Agent in its capacity as a Lender) of
any of its respective obligations under this Agreement or any of the other Loan Documents or in
connection herewith or therewith.




          (d) The Agents shall be entitled to rely, and shall be fully protected in relying, upon any
notice, consent, certificate, affidavit, or other document or writing believed by them to be
genuine and correct and to have been signed, sent or made by the proper person or persons, and upon
the advice and statements of legal counsel (including, without, limitation, counsel to the Loan
Parties), independent accountants and other experts selected by any Loan Party or any Credit Party.
The Agents shall be fully justified in failing or refusing to take any action under this Agreement
or any other Loan Document unless they shall first receive such advice or concurrence of the
Applicable Lenders as it deems appropriate or they shall first be indemnified to its satisfaction
by the other Credit Parties against any and all liability and expense which may be incurred by them
by reason of the taking or failing to take any such action.




     SECTION 8.06 Notice of Default. 



     The Agents shall not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless such Agent has actual knowledge of the same or has received notice from a
Credit Party or Loan Party referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a “notice of default”. In the event that an Agent obtains such
actual knowledge or receives such a notice, such Agent shall give prompt notice thereof to each of
the other Credit Parties. Upon the occurrence of an Event of Default, the Administrative Agent
shall (subject to the provisions of SECTION 9.02) take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Applicable Lenders. Unless and until the
Administrative Agent shall have received such direction, the Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with respect to any such
Default or Event of Default as it shall deem advisable in the best interest of the Credit Parties.
In no event shall the Administrative Agent be required to comply with any such directions to the
extent that the Administrative Agent believes that its compliance with such directions would be
unlawful.



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     SECTION 8.07 Credit Decisions. 



     Each Credit Party (other than the Agents) acknowledges that it has, independently and without
reliance upon the Agents or any other Credit Party, and based on the financial statements prepared
by the Loan Parties and such other documents and information as it has deemed appropriate, made its
own credit analysis and investigation into the business, assets, operations, property, and
financial and other condition of the Loan Parties and has made its own decision to enter into this
Agreement and the other Loan Documents. Each Credit Party (other than the Agents) also
acknowledges that it will, independently and without reliance upon the Agents or any other Credit
Party, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in determining whether or not conditions precedent to
closing any Loan hereunder have been satisfied and in taking or not taking any action under this
Agreement and the other Loan Documents.



     SECTION 8.08 Reimbursement and Indemnification. 



     Each Credit Party (other than the Agents) agrees to (i) reimburse the Agents for such Credit
Party’s Commitment Percentage of (x) any expenses and fees incurred by any Agent for the benefit of
Credit Parties under this Agreement and any of the other Loan Documents, including, without
limitation, counsel fees and compensation of agents and employees paid for services rendered on
behalf of the Credit Parties, and any other expense incurred in connection with the operations or
enforcement thereof not reimbursed by the Loan Parties and (y) any expenses of any Agent incurred
for the benefit of the Credit Parties that the Loan Parties have agreed to reimburse pursuant to
this Agreement or any other Loan Document and have failed to so reimburse and (ii) indemnify and
hold harmless each Agent and any of its directors, officers, employees, or agents, on demand, in
the amount of such Credit Party’s Commitment Percentage, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted
against it or any Credit Party in any way relating to or arising out of this Agreement or any of
the other Loan Documents or any action taken or omitted by it or any of them under this Agreement
or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including,
without limitation, costs of any suit initiated by each Agent against any Credit Party (except such
as shall have been determined by a court of competent jurisdiction by final and non-appealable
judgment to have resulted from the gross negligence or willful misconduct of such Agent);
provided, however, that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against such
Credit Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the
repayment of the Obligations and the termination of the Commitments.



     SECTION 8.09 Rights of Agents. 



     It is understood and agreed that the Agents shall have the same rights and powers hereunder
(including the right to give such instructions) as the other Lenders and may exercise such rights
and powers, as well as their rights and powers under other agreements and instruments to which they
are or may be party, and engage in other transactions with the Loan Parties, as though they were
not the Agents. Each Agent and its affiliates may accept deposits



97









 







from, lend money to, and generally engage in any kind of commercial or investment banking,
trust, advisory or other business with the Loan Parties and their Affiliates as if it were not an
Agent hereunder.



     SECTION 8.10 Notice of Transfer. 



     The Administrative Agent may deem and treat a Lender party to this Agreement as the owner of
such Lender’s portion of the Obligations for all purposes, unless and until, and except to the
extent, an Assignment and Acceptance shall have become effective as set forth in SECTION 9.04.



     SECTION 8.11 Successor Agents. 



     Any Agent may resign at any time by giving thirty (30) Business Days’ written notice thereof
to the other Credit Parties and the Lead Borrower. Upon any such resignation of an Agent, the
Required Lenders shall have the right to appoint a successor Agent, which, so long as there is no
Event of Default under SECTION 7.01(h) or (i), shall be reasonably satisfactory to the Lead
Borrower (whose consent in any event shall not be unreasonably withheld or delayed). If no
successor Agent shall have been so appointed by the Required Lenders and/or none shall have
accepted such appointment within thirty (30) days after the retiring Agent’s giving of notice of
resignation, the retiring Agent may, on behalf of the other Credit Parties, appoint a successor
Agent which, (i) shall be a Person a commercial bank (or affiliate thereof) organized under the
laws of the United States of America or of any State thereof and having a combined capital and
surplus of a least $100,000,000, or (ii) capable of complying with all of the duties of such Agent
hereunder (in the opinion of the retiring Agent and as certified to the other Credit Parties in
writing by such successor Agent) which, so long as there is no Event of Default under SECTION
7.01(h) or (i), shall be reasonably satisfactory to the Lead Borrower (whose consent shall not in
any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by
a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be
discharged from its duties and obligations under this Agreement. After any retiring Agent’s
resignation hereunder as such Agent, the provisions of this Article VIII shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.



     SECTION 8.12 Relation Among the Lenders. 



     The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or
omissions of, or (except as otherwise set forth herein in case of any Agent) authorized to act for,
any other Lender.



     SECTION 8.13 Reports and Financial Statements. 



     By signing this Agreement, each Lender:




     (a) agrees to furnish the Administrative Agent on the first day of each month (or more
frequently at such Lender’s discretion) with a summary of all Other Liabilities due or to
become due to such Lender (and the Agreement Value, if appropriate);



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     (b) with respect to each Issuing Bank, agrees to furnish the Administrative Agent with
a report of each Letter of Credit then outstanding issued by such Issuing Bank, as described
in SECTION 2.13(a), which report shall be in such form as may be requested by the
Administrative Agent;




     (c) is deemed to have requested that the Administrative Agent furnish such Lender,
promptly after they become available, copies of all financial statements required to be
delivered by the Lead Borrower hereunder and all commercial finance examinations and
appraisals of the Collateral received by the Administrative Agent (collectively, the
“Reports”);




     (d) expressly agrees and acknowledges that the Administrative Agent makes no
representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable
for any information contained in any Report;




     (e) expressly agrees and acknowledges that the Reports are not comprehensive audits or
examinations, that the Administrative Agent or any other party performing any audit or
examination will inspect only specific information regarding the Loan Parties and will rely
significantly upon the Loan Parties’ books and records, as well as on representations of the
Loan Parties’ personnel;




     (f) agrees to keep all Reports confidential and strictly for its internal use, and not
to distribute except to its participants, or use any Report in any other manner; and




     (g) without limiting the generality of any other indemnification provision contained in
this Agreement, agrees: (i) to hold the Administrative Agent and any such other Lender
preparing a Report harmless from any action the indemnifying Lender may take or conclusion
the indemnifying Lender may reach or draw from any Report in connection with any Credit
Extensions that the indemnifying Lender has made or may make to the Borrowers, or the
indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or
Loans of the Borrowers; and (ii) to pay and protect, and indemnify, defend, and hold the
Administrative Agent and any such other Lender preparing a Report harmless from and against,
the claims, actions, proceedings, damages, costs, expenses, and other amounts (including
attorney costs) incurred by the Administrative Agent and any such other Lender preparing a
Report as the direct or indirect result of any third parties who might obtain all or part of
any Report through the indemnifying Lender.



     SECTION 8.14 Agency for Perfection. 



     Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Liens for
the benefit of the Agents and the Lenders, in assets which, in accordance with Article 9 of the UCC
or any other Applicable Law of the United States of America or Canada can be perfected only by
possession. Should any Lender (other than an Agent) obtain possession of any such Collateral, such
Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s
request therefor shall deliver such Collateral to the Collateral Agent or otherwise deal with such
Collateral in accordance with the Collateral Agent’s instructions.



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     SECTION 8.15 Delinquent Lender. 



          (a) If for any reason any Lender shall fail or refuse to abide by its obligations under this
Agreement, including without limitation its obligation to make available to Administrative Agent
its Commitment Percentage of any Revolving Credit Loans, expenses or setoff or purchase its
Commitment Percentage of a participation interest in the Swingline Loans (a “Delinquent
Lender”) and such failure is not cured within ten (10) days of receipt from the Administrative
Agent of written notice thereof, then, in addition to the rights and remedies that may be available
to the other Credit Parties, the Loan Parties or any other party at law or in equity, and not at
limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or
decision-making rights related to, the Loans, this Agreement or the other Loan Documents shall be
suspended during the pendency of such failure or refusal, and (ii) a Delinquent Lender shall be
deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of
outstanding Loans, interest, fees or otherwise, to the remaining non-delinquent Lenders for
application to, and reduction of, their proportionate shares of all outstanding Obligations until,
as a result of application of such assigned payments the Lenders’ respective Commitment Percentages
of all outstanding Obligations shall have returned to those in effect immediately prior to such
delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent
Lender’s decision-making and participation rights and rights to payments as set forth in clauses
(i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its
Commitment Percentage of any Obligations, any participation obligation, or expenses as to which it
is delinquent, together with interest thereon at the rate set forth in SECTION 2.12 hereof from the
date when originally due until the date upon which any such amounts are actually paid.




          (b) The non-Delinquent Lenders shall also have the right, but not the obligation, in their
respective, sole and absolute discretion, to cause the termination and assignment without any
further action by the Delinquent Lender for no cash consideration (pro rata, based
on the respective Commitments of those Lenders electing to exercise such right), the Delinquent
Lender’s Commitment to fund future Revolving Credit Loans. Upon any such purchase of the
Commitment Percentage of any Delinquent Lender, the Delinquent Lender’s share in future Revolving
Credit Loans and its rights under the Loan Documents with respect thereto shall terminate on the
date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably
requested to surrender and transfer such interest, including, if so requested, an Assignment and
Acceptance.




          (c) Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent
Lender from and against any and all loss, damage or expenses, including but not limited to
reasonable attorneys’ fees and funds advanced by the Administrative Agent or by any non-delinquent
Lender, on account of a Delinquent Lender’s failure to timely fund its Commitment Percentage of a
Revolving Credit Loan or to otherwise perform its obligations under the Loan Documents.




     SECTION 8.16 Co-Syndication Agents, Co-Documentation Agent, and Arranger.



     Notwithstanding the provisions of this Agreement or any of the other Loan Documents, the
Co-Syndication Agents, the Co-Documentation Agents and the Arranger shall have no



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powers, rights, duties, responsibilities or liabilities with respect to this Agreement and the
other Loan Documents.



ARTICLE IX




Miscellaneous




     SECTION 9.01 Notices. 



     Except in the case of notices and other communications expressly permitted to be given by
telephone, all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by telecopy or e-mail, as follows:




     (a) if to any Loan Party, to it at 100 Pier 1 Place, Fort Worth, Texas 76102,
Attention: Chief Financial Officer (Telecopy No. (817) 252-8801, (E-Mail
chturner@pier1.com), with a copy to Kelly, Hart & Hallman, 201 Main Street, Suite 2500, Fort
Worth, Texas 76102, Attention: Daniel L. Lowry (Telecopy No. (817) 878-9783, E-Mail
dan_lowry@khh.com);




     (b) if to the Administrative Agent, the Collateral Agent or the Swingline Lender to
Bank of America, N.A., 40 Broad Street, Boston, Massachusetts 02109, Attention: Stephen
Garvin (Telecopy No. (617) 434-6685), (E-Mail stephen.garvin@bankofamerica.com), with a copy
to Riemer & Braunstein, LLP, Three Center Plaza, Boston, Massachusetts 02108, Attention:
David S. Berman, Esquire (Telecopy No. (617) 880-3456), (E-Mail dberman@riemerlaw.com); and




     (c) if to any other Credit Party, to it at its address (or telecopy number or
electronic mail address) set forth on the signature pages hereto or on any Assignment and
Acceptance.



     Notwithstanding the foregoing, any notice hereunder sent by e-mail shall be solely for the
distribution of (i) routine communications such as financial statements and (ii) documents and
signature pages for execution by the parties hereto, and for no other purpose. Any party hereto
may change its address or telecopy number for notices and other communications hereunder by notice
to the other parties hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been given three (3) days
after mailing or otherwise upon delivery.



     SECTION 9.02 Waivers; Amendments. 



          (a) No failure or delay by any Credit Party in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
a right or power, preclude any other or further exercise thereof or the exercise of any other right
or power. The rights and remedies of the Credit Parties hereunder and under the other Loan
Documents are cumulative and are not exclusive of any other rights or remedies that they would
otherwise have. No waiver of any provision of any Loan Document or




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consent to any departure by any Loan Party therefrom shall in any event be effective unless
the same shall be permitted by SECTION 9.02(b), and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the generality
of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as
a waiver of any Default or Event of Default, regardless of whether any Credit Party may have had
notice or knowledge of such Default or Event of Default at the time.




          (b) Except as otherwise specifically provided herein, neither this Agreement nor any other
Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Loan
Parties and the Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and the Loan Parties
that are parties thereto, in each case with the consent of the Required Lenders; provided,
however, that no such waiver, amendment, modification or other agreement shall:





          (i) Increase the Commitment of any Lender without the prior written consent of such
Lender;




          (ii) Reduce the principal amount of any Obligation or reduce the rate of interest
thereon, or reduce any fees payable under the Loan Documents without the consent of the
Lenders affected thereby;




          (iii) Without prior written Unanimous Consent of all Lenders:




          (A) postpone the scheduled date of payment of the principal amount of any
Obligation, or any interest thereon, or any fees payable under the Loan Documents,
or reduce the amount of, waive or excuse any such payment, or postpone the
expiration of the Commitments or postpone the Maturity Date;




          (B) except for Permitted Dispositions, release any material portion of the
Collateral from the Liens of the Security Documents;




          (C) except as provided in SECTION 2.02 hereof, increase the Total Commitments;




          (D) change the definition of the terms “Availability”, “Borrowing Base”, or
any component definition thereof if, as a result thereof, the amounts available to
be borrowed by the Borrowers would be increased, provided that the foregoing shall
not limit the discretion of the Administrative Agent to change, establish or
eliminate any Reserves;




          (E) except in accordance with SECTION 6.05, release any Loan Party from its
obligations under any Loan Document, or limit its liability in respect of such Loan
Document;



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          (F) modify the definition of Permitted Overadvance so as to increase the amount
thereof or, except as provided in such definition, the time period for a Permitted
Overadvance;




          (G) change SECTION 2.02, SECTION 2.17, SECTION 2.18 or SECTION 7.03;




          (H) subordinate the Obligations hereunder or the Liens granted hereunder or
under the other Loan Documents, to any other Indebtedness or Lien, as the case may
be;




          (I) change any of the provisions of this SECTION 9.02 or the definition of
“Required Lenders”, Unanimous Consent”, or any other provision of any Loan Document
specifying the number or percentage of Lenders required to waive, amend or modify
any rights thereunder or make any determination or grant any consent thereunder; or




          (J) increase the Swingline Loan Ceiling.




          (iv) Without prior written consent of the Agents or the Issuing Banks, as the case may
be, affect the rights or duties of the Agents or the Issuing Banks.



          (c) Notwithstanding anything to the contrary contained in this SECTION 9.02, in the event that
the Lead Borrower shall request that this Agreement or any other Loan Document be modified, amended
or waived in a manner which would require the consent of the Lenders pursuant to SECTION 9.02(b)
and such amendment is approved by the Required Lenders, but not by the requisite percentage of all
the Lenders, the Lead Borrower and the Administrative Agent shall be permitted to amend this
Agreement without the consent of the Lender or Lenders which did not agree to the modification or
amendment requested by the Lead Borrower (such Lender or Lenders, collectively the “Minority
Lenders”) subject to their providing for (i) the termination of the Commitment of each of the
Minority Lenders, (ii) the addition to this Agreement of one or more other financial institutions
which would qualify as an Eligible Assignee, subject to the reasonable approval of the
Administrative Agent, or an increase in the Commitment of one or more of the Required Lenders, so
that the Total Commitments after giving effect to such amendment shall be in the same amount as the
aggregate Commitments immediately before giving effect to such amendment, (iii) if any Loans are
outstanding at the time of such amendment, the making of such additional Loans by such new or
increasing Lender or Lenders, as the case may be, as may be necessary to repay in full the
outstanding Loans (including principal, interest, and fees) of the Minority Lenders immediately
before giving effect to such amendment and (iv) such other modifications to this Agreement or the
Loan Documents as may be appropriate and incidental to the foregoing.




          (d) No notice to or demand on any Loan Party shall entitle any Loan Party to any other or
further notice or demand in the same, similar or other circumstances. Each holder of a Note shall
be bound by any amendment, modification, waiver or consent authorized as provided herein, whether
or not a Note shall have been marked to indicate such amendment, modification, waiver or consent
and any consent by a Lender, or any holder of a Note, shall bind




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any Person subsequently acquiring a Note, whether or not a Note is so marked. No amendment to
this Agreement or any other Loan Document shall be effective against the Borrower unless signed by
the Borrower or other applicable Loan Party.




     SECTION 9.03 Expenses; Indemnity; Damage Waiver. 



          (a) The Loan Parties shall jointly and severally pay all Credit Party Expenses incurred as of
the Closing Date on the Closing Date. Thereafter, the Loan Parties shall jointly and severally pay
all Credit Party Expenses within fifteen (15) Business Days after receipt of an invoice therefor
setting forth such expenses in reasonable detail; provided that in the event the Borrowers have a
bona fide dispute with any such expenses, payment of such disputed amounts shall not be required
until the earlier of the date such dispute is resolved to the reasonable satisfaction of the
Borrowers or thirty (30) days after receipt of any such invoice (and any such disputed amount which
is so paid shall be subject to a reservation of the Borrowers’ rights with respect thereto).




          (b) The Loan Parties shall, jointly and severally, indemnify the Credit Parties and each of
their Subsidiaries and Affiliates, and each of their respective stockholders, directors, officers,
employees, agents, attorneys, and advisors of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
damages, actual out-of-pocket losses, claims, actions, causes of action, settlement payments,
obligations, liabilities and related expenses, including the reasonable fees, charges and
disbursements of one counsel for the Agents, incurred, suffered, sustained or required to be paid
by, or asserted against, any Indemnitee arising out of, in any way connected with, or as a result
of (i) the execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the transactions contemplated by the Loan Documents
or any other transactions contemplated hereby, (ii) any Credit Extension or the use of the proceeds
therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by any Loan Party or any
Subsidiary, or any Environmental Liability related in any way to any Loan Party or any Subsidiary,
(iv) any actual or prospective claim, litigation, investigation or proceeding relating to or
arising from any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto or (v) any Indemnified Taxes, Other Taxes,
documentary taxes, assessments or similar charges made by any Governmental Authority by reason of
the execution and delivery of this Agreement or any other Loan Document and making of and repayment
of principal, interest and fees on the Credit Extensions hereunder; provided,
however, that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence, bad faith, or willful misconduct of such Indemnitee or any Affiliate of such Indemnitee
(or any officer, director, employee, advisor or agent of such Indemnitee or any such Indemnitee’s
Affiliates). In connection with any indemnified claim hereunder, the Indemnitee shall be entitled
to select its own counsel and the Loan Parties shall promptly pay the reasonable fees and expenses
of such counsel.




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          (c) No Loan Party shall assert and, to the extent permitted by Applicable Law, each Loan Party
hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the transactions contemplated by the Loan Documents, any
Credit Extension or the use of the proceeds thereof.




          (d) The provisions of this SECTION 9.03 shall remain operative and in full force and effect
regardless of the termination of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or
provision of any Loan Document, or any investigation made by or on behalf of any Credit Party. All
amounts due under this SECTION 9.03 shall be payable within five (5) Business Days of written
demand therefor, which written demand shall set forth such amounts in reasonable detail.




     SECTION 9.04 Successors and Assigns. 



          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of any Issuing Bank that issues any Letter of Credit), except that no Loan Party may
assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of Administrative Agent and the Lenders (and any such attempted assignment or transfer
without such consent shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, Indemnitees, any legal or
equitable right, remedy or claim under or by reason of this Agreement.




          (b) Any Lender may, with the consent of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Lead Borrower (which consent shall not be unreasonably
withheld or delayed), assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided, however, that no such consent shall be required in
connection with any assignment to another Lender or to an Affiliate of a Lender, and
provided further that, each assignment shall be subject to the following
conditions: (i) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount
of the Commitment or Loans of the assigning Lender subject to an assignment (determined as of the
date the Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $10,000,000, or, if less, the entire remaining amount
of the assigning Lender’s Commitment or Loans; (ii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations; and (iii)
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500.00. Subject to acceptance
and recording thereof pursuant to SECTION 9.04(d), from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance, have




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the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of
SECTION 9.03). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this SECTION 9.04(b) shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with SECTION 9.04(e). The Loan Parties hereby acknowledge and agree that any assignment shall give
rise to a direct obligation of the Loan Parties to the assignee and that the assignee shall be
considered to be a “Credit Party” for all purposes under this Agreement and the other Loan
Documents.




          (c) The Administrative Agent, acting for this purpose as an agent of the Loan Parties, shall
maintain at one of its offices in Boston, Massachusetts, a copy of each Assignment and Acceptance
delivered to it and a register (the “Register”) for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the Loans and Letter of
Credit Disbursements owing to, each Lender pursuant to the terms hereof from time to time. The
entries in the Register shall be conclusive and the Loan Parties and Credit Parties may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Lead Borrower, the Issuing Banks and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.




          (d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the processing and recordation fee referred to in SECTION 9.04(b) and any
written consent to such assignment required by SECTION 9.04(a), the Administrative Agent shall
accept such Assignment and Acceptance and record the information contained therein in the Register.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this SECTION 9.04(d).




          (e) Any Lender may, without the consent of the Loan Parties or any other Person, sell
participations to one or more banks or other entities (a “Participant”) in all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a portion of its
Commitment, and the Loans owing to it), subject to the following:





          (i) such Lender’s obligations under this Agreement and the other Loan Documents shall
remain unchanged;




          (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations;




          (iii) the Loan Parties and other Credit Parties shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement;




          (iv) any agreement or instrument pursuant to which a Lender sells a participation in
the Commitments, the Loans and the Letters of Credit Outstandings shall



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provide that such Lender shall retain the sole right to enforce the Loan Documents and
to approve any amendment, modification or waiver of any provision of the Loan Documents;
provided, however, that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or waiver
described in the proviso to SECTION 9.02(b)(i) or (ii) that affects such Participant;





          (v) subject to clauses (viii) and (ix) of this SECTION 9.04(e), the Loan Parties agree
that each Participant shall be entitled to the benefits of SECTION 2.14 and SECTION 2.23 to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to SECTION 9.04(b);




          (vi) to the extent permitted by law, each Participant also shall be entitled to the
benefits of SECTION 9.08 as though it were a Lender so long as such Participant agrees to be
subject to SECTION 2.21(c) as though it were a Lender;




          (vii) each Lender, acting for this purpose as an agent of the Loan Parties, shall
maintain at its offices a record of each agreement or instrument effecting any participation
and a register (each a “Participation Register”) meeting the requirements of 26 CFR
§5f.103 1(c) for the recordation of the names and addresses of its Participants and their
rights with respect to principal amounts and other Obligations from time to time. The
entries in each Participation Register shall be conclusive and the Loan Parties and the
Credit Parties may treat each Person whose name is recorded in a Participant Register as a
Participant for all purposes of this Agreement (including, for the avoidance of doubt, for
purposes of entitlement to benefits under SECTION 2.14, SECTION 2.23, and SECTION 9.08). The
Participation Register shall be available for inspection by the Lead Borrower and any Credit
Party at any reasonable time and from time to time upon reasonable prior notice;




          (viii) a Participant shall not be entitled to receive any greater payment under SECTION
2.14 or SECTION 2.23 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Lead Borrower’s prior written consent; and




          (ix) a Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of SECTION 2.23 unless the Lead Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the benefit of the
Loan Parties, to comply with SECTION 2.23(e) as though it were a Lender and such Participant
is eligible for exemption from the withholding Tax referred to therein, following compliance
with SECTION 2.23(e).



          (f) Any Credit Party may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Credit Party, including
any pledge or assignment to secure obligations to any of the twelve Federal Reserve Banks organized
under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341, and this SECTION 9.04 shall not
apply to any such pledge or assignment of a security interest; provided,




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however, that no such pledge or assignment of a security interest shall release a
Credit Party from any of its obligations hereunder or substitute any such pledgee or assignee for
such Credit Party as a party hereto.




          (g) The Loan Parties authorize each Credit Party to disclose to any Participant or assignee
and any prospective Participant or assignee, subject to the provisions of SECTION 9.15, any and all
financial information in such Credit Party’s possession concerning the Loan Parties which has been
delivered to such Credit Party by or on behalf of the Loan Parties pursuant to this Agreement or
which has been delivered to such Credit Party by or on behalf of the Loan Parties in connection
with such Credit Party’s credit evaluation of the Loan Parties prior to becoming a party to this
Agreement.




     SECTION 9.05 Survival. 



     All covenants, agreements, indemnities, representations and warranties made by the Loan
Parties in the Loan Documents and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and delivery of the Loan
Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding that any Credit
Party may have had notice or knowledge of any Default or Event of Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other Obligation is outstanding and unpaid or any Letter of Credit is outstanding and so long as
the Commitments have not expired or been irrevocably terminated. The provisions of SECTION 2.14,
SECTION 2.23, SECTION 9.03 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the repayment of the
Obligations, the expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof. In connection with the termination of this
Agreement and the release and termination of the security interests in the Collateral, the
Administrative Agent, on behalf of itself and the other Credit Parties, may require such
assurances, indemnities and security as it shall reasonably deem necessary or appropriate to
protect the Credit Parties against loss on account of such release and termination, including,
without limitation, with respect to indemnities which survive termination and credits previously
applied to the Obligations that may subsequently be reversed or revoked. Notwithstanding anything
to the contrary in this Agreement, upon the expiration or termination of the Commitments or the
termination of this Agreement, the Administrative Agent may, if the Administrative Agent determines
in its discretion that any withholding tax liabilities (actual or contingent) accrued or could have
accrued under United States or Canadian laws during the term of this Agreement, and which remain
unpaid, require the Borrowers to obtain a Letter of Credit for the benefit of the Lenders or pledge
cash collateral in an amount calculated by the Borrowers, subject to the reasonable approval of the
Administrative Agent, sufficient to protect the Agents and the Lenders from any liability for such
withholding tax liabilities. Such letter of credit shall expire, or cash collateral shall be
released, upon the earlier of (i) the Borrowers’ demonstration to the Administrative Agent, to the
reasonable satisfaction of the Administrative Agent, that all such withholding tax liability has
been extinguished, or (ii) five (5) years after the issuance of such letter of credit or cash
collateral, or such longer period as may be required if any assessment



108









 







or proposed assessment has been made, issued or asserted by the applicable taxing authority
prior to the expiration of such five (5) year period, provided that any such expiration or release
shall not extinguish the Loan Parties’ indemnification obligations hereunder.



     SECTION 9.06 Counterparts; Integration; Effectiveness. 



     This Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Agreement and the other Loan Documents constitute the
entire contract among the parties relating to the subject matter hereof and supersede any and all
contemporaneous or previous agreements and understandings, oral or written, relating to the subject
matter hereof. Except as provided in SECTION 4.01, this Agreement shall become effective when it
shall have been executed by the applicable Credit Parties and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures of each of the
other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually
executed counterpart of this Agreement.



     SECTION 9.07 Severability. 



     Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof, and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.



     SECTION 9.08 Right of Setoff. 



     If an Event of Default shall have occurred and be continuing, each Credit Party, each
Participant, and each of their respective Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Credit Party, Participant, or Affiliate to or for the credit or the account of
the Loan Parties against any of and all the obligations of the Loan Parties now or hereafter
existing under this Agreement or other Loan Document held by a Credit Party, irrespective of
whether or not such Credit Party shall have made any demand under this Agreement or other Loan
Document and although such obligations may be matured or unmatured or otherwise fully secured;
provided that such Secured Party shall provide the Lead Borrower with written notice promptly after
its exercise of such right of setoff. The rights of each Credit Party under this SECTION 9.08 are
in addition to other rights and remedies (including other rights of setoff) that such Credit Party
may have. No Credit Party will, or will permit its Participant to, exercise its rights under this
SECTION 9.08 without the consent of the Administrative Agent or the Required Lenders. ANY AND ALL
RIGHTS TO REQUIRE THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS, THE OTHER
LIABILITIES, AS APPLICABLE, PRIOR TO THE



109









 







EXERCISE BY ANY CREDIT PARTY OF ITS RIGHT OF SETOFF UNDER THIS SECTION ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.



     SECTION 9.09 Governing Law; Jurisdiction. 



          (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF; PROVIDED,
HOWEVER, THAT IF ANY LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE
VALID PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING
ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO
APPLY TO THAT EXTENT.




          (b) Each Loan Party agrees that any suit for the enforcement of this Agreement or any other
Loan Document may be brought in the courts of the State of New York sitting in the Borough of
Manhattan or any federal court sitting therein as the Administrative Agent may elect in its sole
discretion and consents to the non-exclusive jurisdiction of such courts. Each party to this
Agreement hereby waives any objection which it may now or hereafter have to the venue of any such
suit or any such court or that such suit is brought in an inconvenient forum and agrees that a
final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that any Credit Party may otherwise have to bring any action or
proceeding relating to this Agreement against a Loan Party or its properties in the courts of any
jurisdiction.




          (c) Each Loan Party agrees that any action commenced by any Loan Party asserting any claim or
counterclaim arising under or in connection with this Agreement or any other Loan Document shall be
brought solely in a court of the State of New York sitting in the Borough of Manhattan or any
federal court sitting therein as the Administrative Agent may elect in its sole discretion and
consents to the exclusive jurisdiction of such courts with respect to any such action.




     SECTION 9.10 WAIVER OF JURY TRIAL. 



     EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND,
PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT. EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO



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HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.



     SECTION 9.11 Press Releases and Related Matters. 



     Each Credit Party executing this Agreement agrees that, except for usual tombstones and league
table reporting, neither it nor its Affiliates will in the future issue any press releases or other
public disclosure using the name of Administrative Agent or its Affiliates or referring to this
Agreement or the other Loan Documents without at least two (2) Business Days’ prior notice to
Administrative Agent and without the prior written consent of Administrative Agent unless (and only
to the extent that) such Credit Party or Affiliate is required to do so under law and then, in any
event, such Credit Party or Affiliate will consult with Administrative Agent before issuing such
press release or other public disclosure. Subject to notice and approval by the Parent, each
Borrower consents to the publication by Administrative Agent or any Lender of advertising material
relating to the financing transactions contemplated by this Agreement using any Borrower’s name,
product photographs, logo or trademark. The Administrative Agent reserves the right to provide to
industry trade organizations information necessary and customary for inclusion in league table
measurements.



     SECTION 9.12 Headings. 



     Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.



     SECTION 9.13 Interest Rate Limitation. 



     Notwithstanding anything herein to the contrary, if at any time the interest rate applicable
to any Revolving Loan, together with all fees, charges and other amounts that are treated as
interest on such Revolving Loan under Applicable Law (collectively, the “Charges”), shall
be found by a court of competent jurisdiction in a final order to exceed the maximum lawful rate
(the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by
the Lender holding such Revolving Loan in accordance with Applicable Law, the rate of interest
payable in respect of such Revolving Loan hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Revolving Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and Charges payable to such
Lender in respect of other Revolving Loans or periods shall be increased (but not above the Maximum
Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such Lender.



     SECTION 9.14 Additional Waivers. 



          (a) The Obligations are the joint and several obligation of each Loan Party. To the fullest
extent permitted by Applicable Law, the obligations of each Loan Party hereunder shall not be
affected by (i) the failure of any Credit Party to assert any claim or demand or to enforce or
exercise any right or remedy against any other Loan Party under the provisions of this




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Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or
modification of, or any release of any Loan Party from, any of the terms or provisions of, this
Agreement, any other Loan Document, or (iii) the failure to perfect any security interest in, or
the release of, any of the Collateral or other security held by or on behalf of the Administrative
Agent, the Collateral Agent, or any other Credit Party.




          (b) The obligations of each Loan Party to pay the Obligations, in full hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Obligations, after the termination of all Commitments
to any Loan Party under any Loan Document), including any claim of waiver, release, surrender,
alteration or compromise of any of the Obligations, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality
or unenforceability of any of the Obligations, or otherwise. Without limiting the generality of the
foregoing, the obligations of each Loan Party hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Administrative Agent or any other Credit Party to assert
any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any
other agreement, by any waiver or modification of any provision of any thereof, any default,
failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any
other act or omission that may or might in any manner or to any extent vary the risk of any Loan
Party or that would otherwise operate as a discharge of any Loan Party as a matter of law or equity
(other than the indefeasible payment in full in cash of all the Obligations after termination of
all Commitments to any Loan Party under any Loan Document).




          (c) To the fullest extent permitted by Applicable Law, each Loan Party waives any defense
based on or arising out of any defense of any other Loan Party or the unenforceability of the
Obligations or any part thereof from any cause, or the cessation from any cause of the liability of
any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations
after the termination of all Commitments to any Loan Party under any Loan Document. The
Administrative Agent and the other Credit Parties may, at their election, foreclose on any security
held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of
any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make
any other accommodation with any other Loan Party, or exercise any other right or remedy available
to them against any other Loan Party, without affecting or impairing in any way the liability of
any Loan Party hereunder except to the extent that all the Obligations have been indefeasibly paid
in full in cash and performed in full after the termination of Commitments to any Loan Party under
any Loan Document. Pursuant to Applicable Law, each Loan Party waives any defense arising out of
any such election even though such election operates, pursuant to Applicable Law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy of such Loan Party
against any other Loan Party, as the case may be, or any security.




          (d) Except as otherwise specifically provided herein, each Borrower is obligated to repay the
Obligations as joint and several obligors under this Agreement. Upon payment by any Loan Party of
any Obligations, all rights of such Loan Party against any other Loan Party arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall
in all respects be subordinate and junior in right of




112









 




payment to the prior indefeasible payment in full in cash of all the Obligations and the
termination of all Commitments to any Loan Party under any Loan Document. In addition, after the
occurrence of a Cash Dominion Event, any indebtedness of any Loan Party now or hereafter held by
any other Loan Party is hereby subordinated in right of payment to the prior indefeasible payment
in full of the Obligations and no Loan Party will demand, sue for or otherwise attempt to collect
any such indebtedness. If any amount shall erroneously be paid to any Loan Party on account of (i)
such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such
indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Credit
Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment
of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement
and the other Loan Documents. Subject to the foregoing, to the extent that any Borrower shall,
under this Agreement as a joint and several obligor, repay any of the Obligations constituting
Revolving Loans made to another Borrower hereunder or other Obligations incurred directly and
primarily by any other Borrower (an “Accommodation Payment”), then the Borrower making such
Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed
by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction
of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable
Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers.
As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to
the maximum amount of liability for Accommodation Payments which could be asserted against such
Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section
101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”)
or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower
with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy
Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay
its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4
of the UFTA, or Section 5 of the UFCA.




          (e) Each Loan Party hereby agrees to keep each other Loan Party fully apprised at all times as
to the status of its business, affairs, finances, and financial condition, and its ability to
perform its Obligations, and in particular as to any adverse developments with respect thereto.
Each Loan Party hereby agrees to undertake to keep itself apprised at all times as to the status of
the business, affairs, finances, and financial condition of each other Loan Party, and of the
ability of each other Loan Party to perform its Obligations, and in particular as to any adverse
developments with respect to any thereof. Each Loan Party hereby agrees, in light of the foregoing
mutual covenants to inform each other, and to keep themselves and each other informed as to such
matters, that the Credit Parties shall have no duty to inform any Loan Party of any information
pertaining to the business, affairs, finances, or financial condition of any other Loan Party, or
pertaining to the ability of any other Loan Party to perform its Obligations, even if such
information is adverse, and even if such information might influence the decision of one or more of
the Loan Parties to continue to be jointly and severally liable for, or to provide Collateral for,
Obligations of one or more of the other Loan Parties. To the fullest extent permitted by applicable
law, each Loan Party hereby expressly waives any duty of the Credit Parties to inform any Loan
Party of any such information.




113









 








     SECTION 9.15 Confidentiality. 



     Each of the Credit Parties agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to their and their Affiliates’
directors, officers, employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information confidential), (b)
to the extent requested by any regulatory authority, (c) to the extent required by Applicable Laws
or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section,
to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement and any actual or prospective counterparty or advisors
to any swap or derivative transactions relating to the Loan Parties, the Other Liabilities and the
Obligations, (g) with the consent of the Loan Parties or (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or (ii) becomes
available to any Credit Party on a nonconfidential basis from a source other than the Loan Parties.
For the purposes of this Section, the term “Information” means all information received from the
Loan Parties relating to their business, other than any such information that is available to the
Credit Parties on a nonconfidential basis prior to disclosure by the Loan Parties. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information. The Administrative Agent hereby acknowledges that it is
aware, and that it will advise each person who receives the Information, that the United States
securities laws generally prohibit any person who has material, non-public information concerning
the matters which are the subject of this Agreement from purchasing or selling securities of the
Parent (and options, warrants and rights relating thereto) from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that such person
(including, without limitation, any of your representatives) is likely to purchase or sell such
securities.



     SECTION 9.16 Patriot Act. 



     Each Lender hereby notifies the Borrowers 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 Borrowers, which information
includes the name and address of each Borrower and other information that will allow such Lender to
identify such Borrower in accordance with the Act. Each Borrower is in compliance, in all material
respects, with the Patriot Act. No part of the proceeds of the Loans will be used, 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.



114









 





     SECTION 9.17 Foreign Asset Control Regulations. 



     Neither of the advance of the Revolving Loans nor the use of the proceeds of any thereof will
violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With
the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control
Regulations”) or any enabling legislation or executive order relating thereto (which for the
avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of
September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten
to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b)
the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, none of the Borrowers or their
Affiliates (a) is or will become a “blocked person” as described in the Executive Order, the
Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage
in any dealings or transactions, or be otherwise associated, with any such “blocked person” or in
any manner violative of any such order.



     SECTION 9.18 Judgment Currency.



     If for the purpose of obtaining judgment in any court it is necessary to convert an amount due
hereunder in the currency in which it is due (the “Original Currency”) into any other
currency (the “Second Currency”), the rate of exchange applied shall be that at which, in
accordance with normal banking procedures, the Administrative Agent could purchase in the New York
foreign exchange market, the Original Currency with the Second Currency on the date two (2)
Business Days preceding that on which judgment is given. Each Loan Party agrees that its
obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any
judgment or payment in such other currency, be discharged only to the extent that, on the Business
Day following the date the Administrative Agent receives payment of any sum so adjudged to be due
hereunder in the Second Currency, the Administrative Agent may, in accordance with normal banking
procedures, purchase, in the New York foreign exchange market, the Original Currency with the
amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or
could have been so purchased is less than the amount originally due in the Original Currency, each
Loan Party agrees as a separate obligation and notwithstanding any such payment or judgment to
indemnify the Administrative Agent against such loss. The terms “rate of exchange” in this SECTION
9.18 means the spot rate at which the Administrative Agent, in accordance with normal practices, is
able on the relevant date to purchase the Original Currency with the Second Currency, and includes
any premium and costs of exchange payable in connection with such purchase.



[SIGNATURE PAGES FOLLOW]




115









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as a sealed instrument as of the day and year first above written.



	 	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 
	 	 	PIER 1 IMPORTS (U.S.), INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:
	 	Charles H. Turner
	 

	 	Title:
	 	Executive Vice President and CFO
	 
	 	 	 	 
	 	 	PIER 1 KIDS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:
	 	Paul D. Mihic
	 

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	FACILITY GUARANTORS:
	 
	 	 	 	 
	 	 	PIER 1 IMPORTS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:
	 	Charles H. Turner
	 

	 	Title:
	 	Executive Vice President, CFO and Treasurer
	 
	 	 	 	 
	 	 	PIER 1 ASSETS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:
	 	Charles H. Turner
	 

	 	Title:
	 	Executive Vice President, CFO and Treasurer
	 
	 	 	 	 
	 	 	PIER 1 LICENSING, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:
	 	Charles H. Turner
	 

	 	Title:
	 	Executive Vice President and CFO






S-1









 






	 	 	 	 	 	 
	 	 	PIER 1 HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:
	 	Charles H. Turner
	 

	 	Title:
	 	Executive Vice President and CFO
	 
	 	 	 	 
	 	 	PIER 1 SERVICES COMPANY, a Delaware statutory trust
	 
	 	 	 	 
	 

	 	By:
	 	Pier 1 Holdings, Inc., Managing Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:
	 	Charles H. Turner
	 

	 	Title:
	 	Executive Vice President and CFO
	 
	 	 	 	 
	 	 	PIER 1 VALUE SERVICES, LLC
	 
	 	 	 	 
	 

	 	By:
	 	Pier 1 Imports (U.S.), Inc., its sole member and
manager
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:
	 	Charles H. Turner
	 

	 	Title:
	 	Executive Vice President and CFO






S-2









 





	 	 	 	 	 	 	 
	 

	 	 	 	BANK OF AMERICA, N.A.	 	 
	 

	 	 	 	As Administrative Agent, as Collateral Agent,	 	 
	 

	 	 	 	as Swingline Lender, and as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Stephen J. Garvin
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 
	 

	 	 	 	40 Broad Street, 10th Floor	 	 
	 

	 	 	 	Boston, Massachusetts 02109	 	 
	 

	 	 	 	Attn: Stephen J. Garvin	 	 
	 

	 	 	 	Telephone: (617) 434-9399	 	 
	 

	 	 	 	Telecopy: (617) 434-4339	 	 






S-3









 





	 	 	 	 	 	 
	 	 	WELLS FARGO RETAIL FINANCE, LLC,
	 	 	As Co-Syndication Agent and as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 
	 

	 	Address:	 	 
	 

	 	Telephone:	 	 
	 

	 	Telecopy:	 	 
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 	 	As Co-Syndication Agent and as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 
	 

	 	Address:	 	 
	 

	 	Telephone:	 	 
	 

	 	Telecopy:	 	 
	 
	 	 	 	 
	 	 	HSBC BANK USA, NA,
	 	 	As Co-Documentation Agent and as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 
	 

	 	Address:	 	 
	 

	 	Telephone:	 	 
	 

	 	Telecopy:	 	 
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,
	 	 	As Co-Documentation Agent and as Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 
	 

	 	Address:	 	 
	 

	 	Telephone:	 	 
	 

	 	Telecopy:	 	 






S-4









 






	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION,
	 	 	As Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 

	 	Address:	 	 
	 

	 	Telephone:	 	 
	 

	 	Telecopy:	 	 
	 
	 	 	 	 
	 	 	CITICORP USA, INC.,
	 	 	As Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 

	 	Address:	 	 
	 

	 	Telephone:	 	 
	 

	 	Telecopy:	 	 
	 
	 	 	 	 
	 	 	SUNTRUST BANK,
	 	 	As Lender
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 

	 	Address:	 	 
	 

	 	Telephone:	 	 
	 

	 	Telecopy:	 	 







S-5









 






Exhibit A




Form
of Assignment and Acceptance




     Reference is made to the Credit Agreement dated as of November 22, 2005 (as amended, modified,
supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i)
Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead Borrower”) for
the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the
Borrowers, (iii) the Facility Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent,
(vi) Wells Fargo Retail Finance, LLC and Wachovia Bank, National Association (the “Co-Syndication
Agents”), (vii) HSBC Bank USA, NA and JPMorgan Chase Bank, N.A. (the “Co-Documentation Agents”),
and (viii) the Lenders party thereto (the “Lenders”). Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the Credit Agreement.



                                               (the
“Assignor”) and
                      (the
“Assignee”) agree as follows:




	1.	 	The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and
obligations as a Lender under the Credit Agreement as of the date hereof which
represents the applicable percentage interest(s) specified on Schedule I of all
outstanding
rights and obligations under the Credit Agreement (including, without limitation, such
interest in each of the Assignor’s outstanding Commitments, if any, and the Obligations
owing to it). After giving effect to such sale and assignment, the Assignor’s and the
Assignee’s Commitments and the amount of the Loans owing to the Assignor and the
Assignee and the amount of Letters of Credit participated in by the Assignor and the
Assignee will be as set forth in Section 2 of
Schedule I.
	 
	2.	 	The Assignor (a) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear of any
adverse claim and that it is legally authorized to enter into this Assignment and
Acceptance; (b) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in, or in connection with,
the Credit Agreement or any other Loan Document or any other instrument or document
furnished pursuant thereto or the execution, legality, validity, enforceability,
genuineness,
sufficiency or value of the Credit Agreement or any other Loan Document or any other
instrument or document furnished pursuant thereto; and (c) makes no representation or
warranty and assumes no responsibility with respect to the financial condition of the
Borrowers or the performance or observance by the Borrowers of any of their respective
obligations under the Credit Agreement or any other Loan Document or any other
instrument or document furnished pursuant thereto.
	 
	3.	 	The Assignee (a) confirms that it has received a copy of the Credit Agreement, together
with copies of the financial statements referred to in Section 5.01 thereof and such other




1









 






	 	 	documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (b) agrees that it will,
independently and without reliance upon the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the
Credit Agreement; (c) appoints and authorizes the Agents to take such action as agents on
its behalf and to exercise such powers under the Credit Agreement as are delegated to the
Agents by the terms thereof, together with such powers as are reasonably incidental thereto;
(d) agrees that it will perform in accordance with their terms all of the obligations which,
by the terms of the Credit Agreement, are required to be performed by it as a Lender; (e)
represents and warrants that it is an Eligible Assignee and that it is legally authorized to
enter into this Assignment and Acceptance; (f) specifies as its lending office (and address
for notices) the office set forth beneath its name on the signature pages hereof; and (g)
agrees that if the Assignee is a Foreign Lender entitled to an exemption from or reduction
in withholding tax it shall deliver to the Lead Borrower and the Administrative Agent two
copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or any
subsequent versions thereof or successors thereto to establish its exemption from U.S.
Federal withholding tax, or, in the case of a Foreign Lender claiming exemption from or
reduction in U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with
respect to payments of “portfolio interest”, (i) a Form W-8BEN, or any subsequent versions
thereof or successors thereto and (ii) a certificate representing that such Foreign Lender
is not (A) a bank for purposes of Section 881(c) of the Code, (B) is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of any Loan Party and
(C) is not a controlled foreign corporation related to the Loan Parties (within the meaning
of Section 864(d)(4) of the Code)).
	 
	4.	 	Following the execution of this Assignment and Acceptance by the Assignor and the
Assignee, it will be delivered to the Administrative Agent for acceptance and recording
by the Administrative Agent. The effective date of this Assignment and Acceptance shall
be the date of acceptance thereof by the Administrative Agent, unless otherwise specified
on Schedule I hereto (the “Effective Date”).
	 
	5.	 	Upon such acceptance by the Administrative Agent and acceptance by the Lead Borrower
(so long as no Event of Default has occurred and is continuing or the interest assigned by
this Assignment and Acceptance is being assigned to another Lender or to an Affiliate of
a Lender) and recording by the Administrative Agent, from and after the Effective Date,
(a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in
this Assignment and Acceptance, shall have the rights and obligations under the Credit
Agreement of a Lender thereunder, and (b) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from its obligations
under the Credit Agreement, other than those relating to events or circumstances
occurring prior to the Effective Date, and except as otherwise provided in Section 9.04 of
the Credit Agreement.




2









 






	6.	 	Upon such acceptance and recording by the Administrative Agent, from and after the
Effective Date, the Administrative Agent shall make all payments under the Credit
Agreement in respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest and fees with respect thereto) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under the
Credit Agreement for periods prior to the Effective Date directly between themselves.
	 
	7.	 	This Assignment and Acceptance shall be governed by, and be construed and interpreted
in accordance with, the law of the State of New York.





     IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be
executed by their respective officers thereunto duly authorized, as of the Effective Date set
forth on Schedule I hereto.



	 	 	 	 	 
	 	 	[ASSIGNOR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	[ASSIGNEE]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Lending Office (and address for notices):
	 
	 	 	 	 
	 	 	[Address]






Accepted this ___day

of ___,___




BANK OF AMERICA, N.A.,
as
Administrative Agent




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	Name:
	 	 	 	 
	 	 	 	 	 
	Title:
	 	 	 	 
	 	 	 	 	 





3









 





Acknowledged and, to the extent required under the Credit Agreement, consented to, this ___
day of                     ,___




PIER 1 IMPORTS (U.S.), INC.,

as Lead Borrower




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	Name:
	 	 	 	 
	 	 	 	 	 
	Title:
	 	 	 	 
	 	 	 	 	 





4









 






Schedule I




to




Assignment and Acceptance




Dated
                
,_______










	 	 	 	 	 
	Section 1.
	 	 	 
	 
	 	 	 	 
	 

	Percentage Interest of Total Commitments:
	 	                      %
	 
	 	 	 	 
	Section 2.
	 	 	 
	 
	 	 	 	 
	 

	Assignor’s Commitment:
	 	$                    
	 
	 	 	 	 
	 

	Assignee’s Commitment:
	 	$                    
	 
	 	 	 	 
	 

	Aggregate Outstanding Principal Amount of
Revolving Credit Loans Owing to Assignor:
	 	$                    
	 
	 	 	 	 
	 

	Aggregate Outstanding Principal Amount of
Revolving Credit Loans Owing to Assignee:
	 	$                    
	 
	 	 	 	 
	 

	Aggregate Participations by Assignor in Letters of Credit:
	 	$                    
	 
	 	 	 	 
	 

	Aggregate Participations by Assignee in Letters of Credit:
	 	$                    
	 
	 	 	 	 
	Section 3.
	 	 	 
	 
	 	 	 	 
	 

	Effective Date:
	 	               ,  ___
	 
	 	 	 	 






5









 





Exhibit B




Form of Customs Broker Agreement




CUSTOMS BROKER AGENCY AGREEMENT




	 	 	 
	 

	 	 
	Name and Address of Customs Broker:
	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	Dear Sir/Madam:
	 	 






                                             , a [corporation] [statutory trust] organized and existing
under the laws of Delaware (the “Company”), among others, has entered into various financing
agreements with Bank of America, N.A., a national banking association with offices at 40 Broad
Street, Boston, Massachusetts 02109, as collateral agent (in such capacity, the “Collateral
Agent”), for its own benefit and the benefit of certain other credit parties (the “Credit
Parties”) which are making loans or furnishing other financial accommodations to the Company,
pursuant to which agreements the Company, among others, has granted to the Collateral Agent, for
its own benefit and the benefit of the other Credit Parties, a security interest in and to, among
other things, all of the Company’s inventory, documents, bills of lading and other documents of
title (the “Collateral”).



     The Collateral Agent has requested that you (the “Customs Broker”) act as its agent for the
limited purpose of more fully perfecting and protecting the interest of the Collateral Agent in
such bills of lading, documents and other documents of title and in the inventory for which such
bills of lading, documents, or other documents of title have been issued, and the Customs Broker
has agreed to do so. This letter shall set forth the terms of the Customs Broker’s engagement.



     1. Appointment of Customs Broker as Agent of Collateral Agent: The Customs
Broker is hereby appointed as agent for the Collateral Agent to receive and retain possession
of
all bills of lading and airway bills (collectively, the “Title Documents”) heretofore or at
any time
hereafter issued for any inventory of the Company which are received by the Customs Broker for
processing, such receipt and retention of possession being for the purpose of more fully
perfecting and preserving the Collateral Agent’s security interests in the Title Documents and
inventory.



     2. Delivery of Title Documents; Release of Inventory: Until the Customs Broker
receives written notification from the Collateral Agent to the contrary, the Customs Broker
shall
conduct its business on behalf of the Company in its normal course and is authorized by the
Collateral Agent to, and the Customs Broker may, deliver:



 









 






     (a) the Title Documents to the issuing carrier or to its agent for the purpose of
permitting the Company, as consignee, to obtain possession or control of the inventory
subject to such Title Documents; and




     (b) the inventory, in each instance as directed by the Company.



     3. Notice From Collateral Agent To Follow Collateral Agent’s Instructions:



     Upon the Customs Broker’s receipt of written notification from the Collateral Agent, the Customs
Broker shall thereafter follow the reasonable instructions of the Collateral Agent concerning the
disposition of the Title Documents and the inventory and will not follow any instructions of the
Company or any other person concerning the same.



     4. Limited Authority: The Customs Broker’s sole authority with respect to the
Collateral Agent is to receive and maintain possession of the Title Documents on behalf of the
Collateral Agent and to follow the instructions of the Collateral Agent as provided herein.
The
Customs Broker shall have no authority as an agent of the Collateral Agent to undertake any
action or to enter into any commitments on behalf of the Collateral Agent.



     5. Expenses: The Collateral Agent shall not be obligated to compensate the
Customs Broker for serving as agent hereunder, nor shall the Collateral Agent be responsible
for
any fees, expenses, customs, duties, taxes, or other charges relating to the Title Documents
or the
inventory. The Customs Broker acknowledges that the Company is solely responsible for
payment of any compensation and charges which are to the Company’s account and for the
payment of any fees, expenses, customs duties, taxes, or other charges which are, or may,
accrue,
to the account of the inventory. The Collateral Agent, at its option, may authorize the
Customs
Broker to perform specified services on behalf of the Collateral Agent, at mutually agreed
rates
of compensation, which shall be to the Collateral Agent’s account and payable to the Customs
Broker by the Collateral Agent.



     6. Term:




     (a) In the event that the Customs Broker desires to terminate this Agreement, the
Customs Broker shall furnish the Collateral Agent with thirty (30) days prior written
notice of the Customs Broker’s intention to do so. During such thirty (30) day period
(which may be shortened by notice to the Customs Broker from the Collateral Agent), the
Customs Broker shall continue to act hereunder. The Customs Broker shall also cooperate
with the Collateral Agent and execute all such documentation and undertake all such action
as may be reasonably required by the Collateral Agent in connection with such termination;
provided, however, that Customs Broker shall not incur any cost or expense with respect to
such action. Such notice shall be given to the following address (or to such other address,
written notice of which is given the Customs Broker by or on behalf of the Collateral
Agent):




 









 







If to the Collateral Agent:


Bank of America, N.A.

40 Broad Street, 10th Floor

Boston, Massachusetts 02109

Attention: Stephen Garvin

Re: Pier 1




     (b) Except as provided in Section 6(a), above, this Agreement shall remain in full force and
effect until the Customs Broker receives written notification from the Collateral Agent of the
termination of the Customs Broker’s responsibilities hereunder.


[SIGNATURE
PAGE FOLLOWS]




 









 





     If the foregoing correctly sets forth our understanding, please indicate the Customs Broker’s
assent below following which this letter will take effect as a sealed instrument.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





Agreed:




CUSTOMS BROKER:




	 	 	 	 	 
	 

	 	 	 	 
	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	Name:
	 	 	 	 
	 	 	 	 	 
	Title:
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	COLLATERAL AGENT:	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 	 	 	 	 
	Name:
	 	 	 	 
	 	 	 	 	 
	Title:
	 	 	 	 
	 	 	 	 	 




Signature Page to Customs Broker Agreement




 









 






Exhibit C




Notice of Borrowing




Date:                                         





			
	To:	 	Bank of America, N.A., as Administrative Agent

40 Broad Street, 10th Floor

Boston, Massachusetts 02109

Attention: Mr. Stephen Garvin









     Re: Credit Agreement dated as of November 22, 2005 (as modified, amended, supplemented
or restated and in effect from time to time, the “Credit Agreement”) by and among
(i) Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead
Borrower”) for the other Borrowers party thereto (collectively, with the Lead Borrower,
the “Borrowers”), (ii) the Borrowers, (iii) the Facility Guarantors, (iv) the
Administrative Agent, (v) the Collateral Agent, (vi) Wells Fargo Retail Finance, LLC and
Wachovia Bank, National Association (the “Co-Syndication Agents”), (vii) HSBC Bank
USA, NA and JPMorgan Chase Bank, N.A. (the “Co-Documentation Agents”), and (viii)
the Lenders party thereto (the “Lenders”) Capitalized terms used but not defined
herein shall have the meanings set forth in the Credit Agreement.



Ladies and Gentlemen:




     The Lead Borrower refers to the above described Credit Agreement and hereby irrevocably
notifies you of the Borrowing requested below:




	 	1.	 	The Business Day of the proposed Borrowing is                     , 200  .
	 
	 	2.	 	The aggregate amount of the proposed Borrowing is $                     (which shall
be in an integral multiple of $1,000,000.00, but not less than $5,000,000.00, in the
case of LIBO Loans), which Borrowing consists of the following Types:





	 	 	 	 	 
	 Type of Borrowing	 	 	 	 
	(Prime Rate Loans or LIBO	 	 	 	Interest Period for LIBO
	Loans)	 	Amount	 	Loans1
	 

	 	$                                        
	 	[1] [2] [3] [6] [12] months
	 

	 	$                                        
	 	[1] [2] [3] [6] [12] months
	 

	 	$                                        
	 	[1] [2] [3] [6] [12] months
	 

	 	$                                        
	 	[1] [2] [3] [6] [12] months







	 	3.	 	Proceeds of the proposed Borrowing are to be disbursed to the following
account(s):







 




			
	1	 	If no election of Interest Period is
specified, such notice shall be deemed a request for an Interest Period of one
(1) month.




 









 










 



 






     The Lead Borrower hereby certifies that the following statements are true and correct on the
date of the proposed Borrowing, before and after giving effect thereto and to the application of
the proceeds therefrom:




     (a) To the knowledge of the Responsible Officers, all representations and warranties
contained in this Agreement and the other Loan Documents or otherwise made in writing in
connection herewith or therewith, except for those contained in SECTION 3.04(b), shall be
true and correct in all material respects, except to the extent that the failure to be true
and correct shall not have a Material Adverse Effect, on and as of the date of each
Borrowing or the issuance of each Letter of Credit under the Credit Agreement with the same
effect as if made on and as of such date, other than representations and warranties that
relate solely to an earlier date;




     (b) To the knowledge of the Responsible Officers, no Default or Event of Default has
occurred and is continuing, or would result from such proposed Borrowing; and




     (c) After giving effect to the proposed Borrowing set forth in Section 2 above, there
will be no more than seven (7) Borrowings of LIBO Loans outstanding under the Credit
Agreement.



	 	 	 	 	 
	 	 	Pier 1 Imports (U.S.), Inc.,

as Lead Borrower
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






 










 








Exhibit D




REVOLVING CREDIT NOTE




			
	$                    
	 	November 22, 2005






     FOR VALUE RECEIVED, the undersigned (singly, a “Borrower”, and collectively, the “Borrowers”)
jointly and severally promise to pay to the order of                                         
(hereinafter, with any subsequent holders, the
“Lender”), c/o Bank of America, N.A., 40 Broad Street, Boston, Massachusetts 02109, the
principal sum of                                                             , or, if less, the aggregate
unpaid principal balance of Revolving Credit Loans made by the Lender to or for the account of any
Borrower pursuant to the Credit Agreement dated as of November 22, 2005 (as amended, modified,
supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i)
Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead Borrower”) for
the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii)
the Borrowers, (iii) the Facility Guarantors, (iv) the Administrative Agent, (v) the Collateral
Agent, (vi) Wells Fargo Retail Finance, LLC and Wachovia Bank, National Association (the
“Co-Syndication Agents”), (vii) HSBC Bank USA, NA and JPMorgan Chase Bank, N.A. (the
“Co-Documentation Agents”), and (viii) the Lenders party thereto (the “Lenders”), with interest at
the rate and payable in the manner stated therein.



     This is a “Revolving Credit Note” to which reference is made in the Credit Agreement and is
subject to all terms and provisions thereof. The principal of, and interest on, this Revolving
Credit Note shall be payable at the times, in the manner, and in the amounts as provided in the
Credit Agreement and shall be subject to prepayment and acceleration as provided therein.
Capitalized terms used herein and not defined herein shall have the meanings assigned to such
terms in the Credit Agreement.



     The Administrative Agent’s books and records concerning the Revolving Credit Loans, the
accrual of interest thereon, and the repayment of such Revolving Credit Loans, shall be prima
facie evidence of the indebtedness hereunder, absent manifest error.



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



     Each Borrower, and each endorser and guarantor of this Revolving Credit Note, waives
presentment, demand, notice, and protest, and also waives any delay on the part of the holder
hereof. Each Borrower assents to any extension or other indulgence (including, without limitation,
the release or substitution of Collateral) permitted by any Agent and/or the Lender with respect
to this Revolving Credit Note and/or any Collateral or any extension or other




1









 







indulgence with respect to any other liability or any collateral given to secure any other
liability of any Borrower or any other Person obligated on account of this Revolving Credit Note.




     This Revolving Credit Note shall be binding upon each Borrower, and each endorser and
guarantor hereof, and upon their respective successors, assigns, and representatives, and shall
inure to the benefit of the Lender and its successors, endorsees, and assigns.



     The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Credit
Note, are joint and several, provided, however, the release by any Agent or the Lender of any one
or more such Persons shall not release any other Person obligated on account of this Revolving
Credit Note. Each reference in this Revolving Credit Note to each 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
except in accordance with the terms of Section 9.14(d) of the Credit Agreement.



     THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.



     Each Borrower agrees that any suit for the enforcement of this Revolving Credit Note or any
other Loan Document may be brought in the courts of the State of New York sitting in the Borough
of Manhattan or any federal court sitting therein, as the Administrative Agent may elect in its
sole discretion, and consents to the non-exclusive jurisdiction of such courts. Each Borrower
hereby waives any objection which it may now or hereafter have to the venue of any such suit or
any such court or that such suit is brought in an inconvenient forum and agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Each Borrower agrees
that any action commenced by any Borrower asserting any claim or counterclaim arising under or in
connection with this Revolving Credit Note or any other Loan Document shall be brought solely in a
court of the State of New York sitting in the Borough of Manhattan or any federal court sitting
therein, as the Administrative Agent may elect in its sole discretion, and consents to the
exclusive jurisdiction of such courts with respect to any such action.



     Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and
understands that the Agents and the Lender, in the establishment and maintenance of their
respective relationship with the Borrowers contemplated by this Revolving Credit Note, is relying
thereon. EACH BORROWER, EACH GUARANTOR, ENDORSER AND SURETY, AND THE LENDER, BY ITS ACCEPTANCE
HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
REVOLVING CREDIT NOTE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND
PROTEST AND ANY NOTICES THEREOF



2









 




AS WELL AS NOTICE OF NONPAYMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS
REVOLVING CREDIT NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.



[SIGNATURE PAGE FOLLOWS]




3









 





     IN WITNESS WHEREOF, the Borrowers have caused this Revolving Credit Note to be duly
executed as of the date set forth above.



	 	 	 	 	 
	BORROWERS:	 	PIER 1 IMPORTS (U.S.), INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	PIER 1 KIDS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





4









 






Exhibit E




SWINGLINE NOTE


 





			
	$30,000,000.00
	 	November 22, 2005






     FOR VALUE RECEIVED, the undersigned (singly, a “Borrower”, and collectively, the “Borrowers”)
jointly and severally promise to pay to the order of BANK OF AMERICA, N.A. (hereinafter, with any
subsequent holders, the “Swingline Lender”), 40 Broad Street, Boston, Massachusetts 02109, the
principal sum of THIRTY MILLION DOLLARS ($30,000,000.00), or, if less, the aggregate unpaid
principal balance of Swingline Loans made by the Swingline Lender to or for the account of any
Borrower pursuant to the Credit Agreement dated as of November 22, 2005 (as amended, modified,
supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i)
Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead Borrower”) for
the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the
Borrowers, (iii) the Facility Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent,
(vi) Wells Fargo Retail Finance, LLC and Wachovia Bank, National Association (the “Co-Syndication
Agents”), (vii) HSBC Bank USA, NA and JPMorgan Chase Bank, N.A. (the “Co-Documentation Agents”),
and (viii) the Lenders party thereto (the “Lenders”), with interest at the rate and payable in the
manner stated therein.



     This is a “Swingline Note” to which reference is made in the Credit Agreement and is subject
to all terms and provisions thereof. The principal of, and interest on, this Swingline Note shall
be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and
shall be subject to prepayment and acceleration as provided therein. Capitalized terms used herein
and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.



     The Administrative Agent’s books and records concerning the Swingline Loans, the accrual of
interest thereon, and the repayment of such Swingline Loans, shall be prima facie evidence of the
indebtedness hereunder, absent manifest error.



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



     Each Borrower, and each endorser and guarantor of this Swingline Note, waives presentment,
demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each
Borrower assents to any extension or other indulgence (including, without limitation, the release
or substitution of Collateral) permitted by any Agent and/or the Swingline Lender with respect to
this Swingline Note and/or any Collateral or any extension or other




1









 





indulgence with respect to any other liability or any collateral given to secure any other
liability of any Borrower or any other Person obligated on account of this Swingline Note.




     This Swingline Note shall be binding upon each Borrower, and each endorser and guarantor
hereof, and upon their respective successors, assigns, and representatives, and shall inure to the
benefit of the Swingline Lender and its successors, endorsees, and assigns.



     The liabilities of each Borrower, and of any endorser or guarantor of this Swingline Note, are
joint and several, provided, however, the release by any Agent or the Swingline Lender of any one
or more such Persons shall not release any other Person obligated on account of this Swingline
Note. Each reference in this Swingline Note to each 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 Swingline Note may seek contribution from any other Person also obligated except in accordance
with the terms of Section 9.14(d) of the Credit Agreement.



     THIS SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.



     Each Borrower agrees that any suit for the enforcement of this Swingline Note or any other
Loan Document may be brought in the courts of the State of New York sitting in the Borough of
Manhattan or any federal court sitting therein, as the Administrative Agent may elect in its sole
discretion, and consents to the non-exclusive jurisdiction of such courts. Each Borrower hereby
waives any objection which it may now or hereafter have to the venue of any such suit or any such
court or that such suit is brought in an inconvenient forum and agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Each Borrower agrees that any action
commenced by any Borrower asserting any claim or counterclaim arising under or in connection with
this Swingline Note or any other Loan Document shall be brought solely in a court of the State of
New York sitting in the Borough of Manhattan or any federal court sitting therein, as the
Administrative Agent may elect in its sole discretion, and consents to the exclusive jurisdiction
of such courts with respect to any such action.



     Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and
understands that the Agents and the Swingline Lender, in the establishment and maintenance of
their respective relationship with the Borrowers contemplated by this Swingline Note, is relying
thereon. EACH BORROWER, EACH GUARANTOR, ENDORSER AND SURETY, AND THE SWINGLINE LENDER, BY ITS
ACCEPTANCE HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS SWINGLINE NOTE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND,
PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT. EACH PARTY HERETO




2









 







(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS SWINGLINE NOTE BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.



[SIGNATURE PAGE FOLLOWS]




3









 





     IN WITNESS WHEREOF, the Borrowers have caused this Swingline Note to be duly executed
as of the date set forth above.



	 	 	 	 	 
	BORROWERS:	 	PIER 1 IMPORTS (U.S.), INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	PIER 1 KIDS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






4










 






Exhibit F




Form of Credit Card Notification




CREDIT CARD NOTIFICATION

PREPARE ON BORROWER LETTERHEAD — ONE FOR EACH PROCESSOR




                                     , 2005




	 	 	 
	To:

	 	[Name and Address of Credit Card Processor]

(the “Processor”)






	 	 	 	 	 
	 

	 	Re:
	 	[Insert Name of Company]
	 

	 	 	 	Merchant Account
Number:                                           






Dear Sir/Madam:




                                             , a [corporation] [limited liability company] organized and
existing under the laws of Delaware (the “Company”), has entered into various financing agreements
with Bank of America, N.A., a national banking association with offices at 40 Broad Street,
Boston, Massachusetts 02109, as collateral agent (in such capacity, the “Collateral Agent”) for
its own benefit and the benefit of certain other credit parties (the “Credit Parties”), pursuant
to which the Collateral Agent and the other Credit Parties may from time to time make loans or
furnish certain other financial accommodations to the Company. The Company’s obligations on
account of such loans and financial accommodations are secured by, among other things, all credit
card charges submitted by the Company to the Processor for processing and the amounts which the
Processor owes to the Company on account thereof (the “Credit Card Proceeds”).



     Until the Processor receives written notification from the Collateral Agent that a Dominion
Period has commenced, the Processor may follow the Company’s instructions with respect to the
Credit Card Proceeds and other amounts due from the Processor to the Company. During any Dominion
Period, all amounts as may become due from time to time from the Processor to the Company
(including, without limitation, Credit Card Proceeds, payments from any reserve account or the
like, or other payments) shall be transferred only as follows:



     (a) [By ACH, Depository Transfer Check, or Electronic Depository Transfer to:



	 	 	 
	 

	 	                                                                                
	 

	 	ABA #                                                             
	 

	 	For Credit to                                                             
	 

	 	Account No.                                         ]







or



1









 






	 	(b)	 	As the Processor may be otherwise instructed from time to time in
writing by an officer of the Collateral Agent.






The “Dominion Period” means each period which commences upon receipt by the Processor of
written notice from the Collateral Agent in the form of Attachment I and which terminates
upon receipt by the Processor of written notice from the Collateral Agent in the form of
Attachment II.



     Upon the written request of the Collateral Agent, a copy of each periodic statement issued by
the Processor to the Company should be provided to the Collateral Agent at the following address
(which address may be changed upon seven (7) days written notice given to the Processor by the
Collateral Agent):


Bank
of America, N. A.

40 Broad Street,
10th
Floor

Boston, Massachusetts 02109

Attention: Stephen Garvin

Re: Pier 1



     The Processor shall be fully protected in acting on any order or direction by the Collateral
Agent respecting the Credit Card Proceeds and other amounts without making any inquiry whatsoever
as to the Collateral Agent’s right or authority to give such order or direction or as to the
application of any payment made pursuant thereto, provided that the Processor’s actions do
not constitute gross negligence, bad faith or willful misconduct. Nothing contained herein is
intended to, nor shall it be deemed to, modify the rights and obligations of the Company and the
Collateral Agent under the terms of the loan arrangement and the loan documents executed in
connection therewith between, among others, the Company and the Collateral Agent.



     This letter may be amended only by the written agreement of the Processor, the Company and
the Collateral Agent and may be terminated solely by written notice signed by an officer of the
Collateral Agent. The Company shall not have any right to terminate this letter or, except as
provided in this letter, amend it.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






			
	cc:	 	Bank of America, N.A., as Collateral Agent










2









 








Attachment I





	 	 	 	 	 	 	 
	To:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	 

	 	 	 	 
	Re:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Merchant Account Number                                         






Ladies and Gentlemen:




     Reference is made to the Credit Card Notification dated as of                      by
                     to you regarding the above described merchant account. In accordance with the
Credit Card Notification, we hereby give you notice that a Dominion Period is in effect and of our
exercise of control of the Credit Card Proceeds and other payments due from you to
                    . We hereby instruct you to transfer funds as provided in the Credit Card
Notification or otherwise in accordance with our instructions.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





3









 






Attachment II




	 	 	 	 	 	 	 
	To:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	 

	 	 	 	 
	Re:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Merchant Account Number                                         






Ladies and Gentlemen:




     Reference is made to the Credit Card Notification dated as of                      by
                     to you regarding the above described merchant account and the notice, dated
                    , we delivered to you pursuant thereto. In accordance with the Credit Card
Notification, we hereby give you notice that the Dominion Period we declared pursuant to such
notice is terminated and                      is entitled to exercise control of the Credit Card Proceeds
and other payments due from you to                     . We hereby instruct you to cease transfering
funds as provided in the Credit Card Notification.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





4









 






Exhibit G




Form of Private Label Receivable Notification




PRIVATE LABEL RECEIVABLE NOTIFICATION

PREPARE ON BORROWER LETTERHEAD




                                   , 2005




	 	 	 	 	 
	To:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	Re:    Pier 1 Imports (U.S.), Inc.	 	 






Dear Sir/Madam:




                                             , a [corporation] [limited liability company] organized and
existing under the laws of Delaware (the “Company”), has entered into various financing agreements
with Bank of America, N.A., a national banking association with offices at 40 Broad Street,
Boston, Massachusetts 02109, as collateral agent (in such capacity, the “Collateral Agent”) for
its own benefit and the benefit of certain other credit parties (the “Credit Parties”), pursuant
to which the Collateral Agent and the other Credit Parties may from time to time make loans or
furnish certain other financial accommodations to the Company. The Company’s obligations on
account of such loans and financial accommodations are secured by, among other things, all credit
card charges submitted by the Company to the Processor for processing and the amounts which the
Processor owes to the Company on account thereof (the “Credit Card Proceeds”).



     Until you receive written notification from the Collateral Agent that a Dominion Period has
commenced, you may follow the Company’s instructions with respect to Credit Card Proceeds and
other amounts due from you to the Company. During a Dominion Period, all amounts as may become due
from time to time from you to the Company on account of the purchase of private label receivables
shall to be transferred only as follows:



     (a) [By ACH, Depository Transfer Check, or Electronic Depository Transfer to:



	 	 	 
	 

	 	                                                            
	 

	 	ABA #                                                             
	 

	 	For Credit to                                                             
	 

	 	Account No.                                                             ]







or



1









 






	 	(b)	 	As the Processor may be otherwise instructed from time to time in
writing by an officer of the Collateral Agent.






The “Dominion Period” means each period which commences upon receipt by the Processor of
written notice from the Collateral Agent in the form of Attachment I and which terminates
upon receipt by the Processor of written notice from the Collateral Agent in the form of
Attachment II.



     Upon the written request of the Collateral Agent, a copy of each periodic statement issued by
the Processor to the Company should be provided to the Collateral Agent at the following address
(which address may be changed upon seven (7) days written notice given to the Processor by the
Collateral Agent):


Bank
of America, N.A.

40 Broad Street, 10th Floor

Boston, Massachusetts 02109

Attention: Stephen Garvin

Re: Pier 1



     The Processor shall be fully protected in acting on any order or direction by the Collateral
Agent respecting the Credit Card Proceeds and other amounts without making any inquiry whatsoever
as to the Collateral Agent’s right or authority to give such order or direction or as to the
application of any payment made pursuant thereto, provided that the Processor’s actions do
not constitute gross negligence, bad faith or willful misconduct. Nothing contained herein is
intended to, nor shall it be deemed to, modify the rights and obligations of the Company and the
Collateral Agent under the terms of the loan arrangement and the loan documents executed in
connection therewith between, among others, the Company and the Collateral Agent.



     This Credit Card Notification may be amended only by the written agreement of the Processor,
the Company and the Collateral Agent and may be terminated solely by written notice signed by an
officer of the Collateral Agent. The Company shall not have any right to terminate this Credit
Card Notification or, except as provided in this Credit Card Notification, amend it.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






			
	cc:	 	Bank of America, N.A., as Collateral Agent









2









 








Attachment I




	 	 	 	 	 	 	 
	To:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	 

	 	 	 	 
	Re:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Merchant Account Number                                         






Ladies and Gentlemen:




     Reference is made to the Credit Card Notification dated as of                      by
                     to you regarding the above described merchant account. In accordance with the
Credit Card Notification, we hereby give you notice that a Dominion Period is in effect and of our
exercise of control of the Credit Card Proceeds and other payments due from you to
                    . We hereby instruct you to transfer funds as provided in the Credit Card
Notification or otherwise in accordance with our instructions.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





3









 






Attachment II




	 	 	 	 	 	 	 
	To:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	 

	 	 	 	 
	 

	 	 

	 	 	 	 
	Re:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Merchant Account Number                                         






Ladies and Gentlemen:




     Reference is made to the Credit Card Notification dated as of                      by
                     to you regarding the above described merchant account and the notice, dated
                     , we delivered to you pursuant thereto. In accordance with the Credit Card
Notification, we hereby give you notice that the Dominion Period we declared pursuant to such
notice is terminated and                      is entitled to exercise control of the Credit Card Proceeds
and other payments due from you to                     . We hereby instruct you to cease transfering
funds as provided in the Credit Card Notification.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





4









 






Exhibit H




Form of Blocked Account Agreement 




BLOCKED ACCOUNT AGREEMENT




                                        , 2005




Bank of America, N.A., as Collateral Agent

40 Broad Street, 10th Floor

Boston, Massachusetts 02109

Attention: Stephen Garvin





Re:    [Insert Name of Company]



Ladies and Gentlemen:





	1.	 	Background:






	 	(a)	 	                                                             (herein the “Bank”) is advised as follows:






	 	(i)	 	Bank of America, N.A., a national banking association with
offices at 40 Broad Street, Boston, Massachusetts 02109, is collateral agent
(in such capacity, the “Collateral Agent”) for its own benefit and the benefit
of certain other credit parties (the “Credit Parties”) which are making loans
or furnishing other financial accommodations to               ,
a [corporation] [limited liability company] organized and existing under the
laws of Delaware (the “Company”), among others.
	 
	 	(ii)	 	The Company’s obligations on account of such loans and
financial accommodations are secured by the inventory and accounts receivable
of the Company (the “Collateral”).
	 
	 	(iii)	 	Pursuant to the terms of such financing, until the Bank
receives written notification from the Collateral Agent that a Dominion Period
has commenced, the Bank may follow the Company’s instructions with respect to
the Collateral.
	 
	 	(iv)	 	A “Dominion Period” means each period which commences
upon receipt by the Bank of written notice from the Collateral Agent in the
form of Attachment I and which terminates upon receipt by the Bank of written
notice from the Collateral Agent in the form of Attachment II.






	 	(b)	 	The Collateral Agent has been requested by the Company to allow the Company
to deposit such cash proceeds in a special account at the Bank (the “Blocked
Account”). The Collateral Agent has indicated that it would be agreeable to this
special arrangement, provided that the Company’s right to withdraw from the




 









 












Blocked Account is limited as set forth below and that the Bank waives any banker’s
lien, right of offset or the like which the Bank otherwise might have with respect
to contents in the Blocked Account, except as otherwise provided herein.




	2.	 	Opening of Blocked
Account: The Company and the Bank (with knowledge that
the Collateral Agent’s continued financing of the Company will in part be in reliance on
the Bank’s agreements and undertakings in this letter) hereby confirm to the Collateral
Agent the following:






	 	(a)	 	That Account Number
              
(which is the “Blocked Account”) has
been set up by the Company with the Bank.
	 
	 	(b)	 	That, until the Bank’s receipt of notice from the Collateral Agent in the form
set
forth in Attachment I (the “Attachment I Notice”), the Company shall have full
access to the Blocked Account, including, without limitation, the right to make
withdrawals therefrom, and the Bank may follow the Company’s instructions with
respect to funds deposited in the Blocked Account.
	 
	 	(c)	 	From and after receipt of the Attachment I Notice from the Collateral Agent,
the
Company shall no longer have the right to make withdrawals from the Blocked
Account and, except as provided in Section 4 hereof, the only payments which
may be drawn out of the Blocked Account shall be to the Collateral Agent’s
order.
	 
	 	(d)	 	That, except as provided in Section 4, the Bank will not exercise or claim any
banker’s lien, right of offset or the like against the Blocked Account.
	 
	 	(e)	 	That the Bank further waives and releases to the Collateral Agent any right or
claim which the Bank may have in any of the funds deposited in the Blocked
Account, except as provided in Section 4 hereof.






	3.	 	Transfer of
Contents of Blocked Account To Collateral Agent: From and
after the Bank’s receipt of the Attachment I Notice from the Collateral Agent, the
Company and the Bank hereby agree that the Bank will initiate a wire or ACH transfer to
the Collateral Agent, on each business day, of the then collected balance in the Blocked
Account, net of any Account Charges owing to the Bank as provided in Section 4 herein.
Such transfers shall be made to:






	 	(a)	 	Bank of America, N.A.

ABA #                                         

For Credit to                                         

Account No.                                        

Re:






or




	 	(b)	 	As the Bank may be otherwise instructed from time to time in writing by an
officer of the Collateral Agent.




 









 












	4.	 	Returned Checks and Account Charges: The Bank may charge the Blocked
Account for the amount of any returned checks deposited to the Blocked Account and for
the Bank’s reasonable customary fees associated with the maintenance and operation of
the Blocked Account (such amounts and fees referred to collectively herein as the
“Account Charges”). If the funds in the Blocked Account are insufficient to cover the
Account Charges, the Bank will notify the Collateral Agent and the Company, and the
Company will promptly reimburse the Bank for the full amount of the Account Charges
owing.
	 
	5.	 	Pledge of Blocked
Account: As collateral security for the payment of all
present and future liabilities, obligations, and indebtedness of the Company to the Collateral
Agent and the other Credit Parties, the Company hereby assigns, pledges and transfers to
the Collateral Agent, for its own benefit and the benefit of the other Credit Parties, all
of its right, title and interest in and to the Blocked Account and all sums now or hereafter on
deposit in or payable or withdrawable from said Blocked Account and any interest
accrued or payable thereon. Upon the Attachment I Notice to the Bank from the
Collateral Agent, the Collateral Agent shall have the full and irrevocable right, power,
and authority to demand, collect, and withdraw all amounts due or to become due and
payable under the Blocked Account and, at the Collateral Agent’s discretion, take any
other action, including the transfer of said Blocked Account to the Collateral Agent’s
own name, which the Collateral Agent deems necessary or appropriate to preserve or
protect the security interest of the Collateral Agent and the other Credit Parties in the
Blocked Account.
	 
	6.	 	Bank’s Acknowledgment of Pledge: The Bank hereby acknowledges notice of,
and consents to, the provisions of Paragraph 5 hereof. The Bank further agrees that at all
times it will make distributions from said Blocked Account only in the manner set forth
in this letter.
	 
	7.	 	Bank Fully Protected: The Bank shall be fully protected in acting on any order
or direction by the Collateral Agent respecting the Blocked Account without making any
inquiry whatsoever as to the Collateral Agent’s right or authority to give such order or
direction or as to the application of any payment made pursuant thereto. Nothing
contained herein is intended to, nor shall it be deemed to, modify the rights and
obligations of the Company and the Collateral Agent under the terms of the loan
arrangement and the loan documents executed in connection therewith between, among
others, the Company and the Collateral Agent.
	 
	8.	 	Notices: All notices under this letter shall be made to the following addresses by
recognized overnight courier, by hand delivery or by facsimile transmission:






If to the Collateral Agent:





40
Broad Street,
10th
Floor

Boston, Massachusetts
02109
Attention: Stephen Garvin



 









 





	 	 	 	 	 	 	 
	 	 	If to the Bank:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 






	9.	 	Termination of Agreement: This Agreement and the Blocked Account may be
terminated by the Bank on sixty (60) days prior written notice to the Collateral Agent.





[SIGNATURE PAGE FOLLOWS]






 









 








	 	 	 	 	 	 	 
	 

	 	BANK:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 
	COMPANY:	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




The foregoing is accepted

and agreed to:




COLLATERAL AGENT:




	 	 	 	 	 
	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





Signature Page to Blocked Account Agreement





 










 






Attachment I 




	 	 	 	 	 
	To:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Re:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Account Number                            	 	 






Ladies and Gentlemen:




     Reference is made to the Blocked Account Agreement dated as of                      by                     
to you regarding the above described account. In accordance with the Blocked
Account Agreement, we hereby give you notice that a Dominion Period is in effect and of our
exercise of control of the Collateral. We hereby notify you that the Collateral Agent has the full
and irrevocable right, power, and authority to demand, collect, and withdraw all amounts due to
become due and payable under the Blocked Account and, at the Collateral Agent’s discretion, take
any other action, including the transfer of said Blocked Account to the Collateral Agent’s own
name, which the Collateral Agent deems necessary or appropriate to preserve or protect the security
interest of the Collateral Agent and the other Credit Parties in the Blocked Account.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






Attachment II




	 	 	 	 	 
	To:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Re:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Account Number                                   	 	 






Ladies and Gentlemen:




     Reference is made to the Blocked Account Agreement dated as of                      by
                     to you regarding the above described account and the notice, dated                     ,
we delivered to you pursuant thereto. In accordance with Blocked Account Agreement, we hereby give
you notice that the Dominion Period we declared pursuant to such notice is
terminated and                      is entitled to exercise control of the Blocked Account Agreement
and the other Collateral related thereto.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 






Exhibit I




Form of Compliance Certificate




COMPLIANCE CERTIFICATE








	 	 	 	 
	 	Date of Certificate:	 
	 
	To:

	 	Bank of America, N. A., as Administrative Agent	 
	 

	 	40 Broad Street, 10th Floor Boston,	 
	 

	 	Massachusetts 02109	 
	 

	 	Attention: Mr. Stephen Garvin	 






     Reference is made to the Credit Agreement dated as of November 22, 2005 (as amended, modified,
supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i)
Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead Borrower”) for
the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the
Borrowers, (iii) the Facility Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent,
(vi) Wells Fargo Retail Finance, LLC and Wachovia Bank, National Association (the “Co-Syndication
Agents”), (vii) HSBC Bank USA, NA and JPMorgan Chase Bank, N.A. (the “Co-Documentation Agents”),
and (viii) the Lenders party thereto (the “Lenders”) Terms defined in the Credit Agreement are used
herein as therein defined.



     The undersigned, a duly authorized and acting Financial Officer of the Lead Borrower, hereby
certifies to you, to the best of his/her knowledge and understanding, as follows:




	1.	 	No Default or Event of Default.






	 	(a)	 	Since                      (the date of the last similar certification) and except as set
forth in Appendix I, no Default or Event of Default has occurred and is
continuing.
	 
	 	(b)	 	If a Default or Event of Default has occurred since                      (the date of the
last similar certification), the Borrowers have taken or propose to take those
actions with respect to such Default or Event of Default as described on said
Appendix I.






	 	 	(Note, if no Default or Event of Default has occurred, insert “Not Applicable”.)
	 
	2.	 	Average Daily Availability/Fixed Charge Coverage Ratio. The reasonably detailed
calculations with respect to the Average Daily Availability and Consolidated Fixed
Charge Coverage Ratio (if then being tested) for the Fiscal Month
ending                      are attached hereto as Appendix II.




-1-








 












	3.	 	GAAP. The financial statements furnished to the Agent for the [Fiscal
Year/Fiscal Quarter] ending                      were prepared in accordance with GAAP consistently
applied and present fairly the consolidated financial condition of the Parent and its
Subsidiaries at the close of, and the results of the Parent’s and its Subsidiaries’
operations and cash flows for, the period(s) covered, subject to, with respect to the
quarterly financial statements, usual year end adjustments.





     IN WITNESS WHEREOF, the Lead Borrower has duly executed this Compliance
Certificate under seal as of the                      day of                                         .



	 	 	 	 	 	 	 
	 	 	PIER 1 IMPORTS (U.S.), INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






-2-









 






Appendix I to Compliance Certificate




     Except as set forth below, no Default or Event of Default has occurred and is
continuing. [If a Default or Event of Default has occurred and is continuing, the following
describes the nature of the Default or Event of Default in reasonable detail and the steps, if any,
being taken or contemplated by the Borrowers to be taken on account thereof.]



-3-









 





Appendix II to Compliance Certificate




     The following is a calculation of the Availability, Average Daily Availability and
Consolidated Fixed Charge Coverage Ratio for the Fiscal Month ending                                         :



-4-









 





Exhibit J




Form of Borrowing Base Certificate




(See Attached)




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pier 1 Imports, Inc.	 	 	 	 	 	 	 	 	 	 	Cert. # [blank]
	Borrowing Base Certificate — Month Ending [Date]
	 	 	 	 	 	From:
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	To:
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Eligible Accounts, as of
	 	[Period Date]	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Credit Card Receivables	 	 	0	 
	 
	 	Advance
Rate
	 	 	 	 	 	 	 	 	 	 	85	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	A/R Borrowing Base (a)	 	 	 	 	 	 	 	 	 	$	0	 
	Eligible Inventory, as of
	 	[Period Date]	 	 	 	 	 	 	 	 
	 
	 	 	Beginning Inventory	 	 	 	 	 	 	—	 
	Add:	 	     Purchases	 	 	 	 	 	 	—	 
	Less:	 	     Net Sales	 	 	 	 	 	 	—	 
	 
	 	Memo: Cost of Goods Sold	 	 	[$]	 	 	 	 	 	 	 	 	 
	 	 	Inventory Adjustments	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Adjustment Subtotal	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ending Inventory	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Less:	 	Inventory Reserves	 	 	 	 	 	 	 	 
	 	 	Loc #’s 151,136,204 (Stores impacted by Hurricane Katrina)	 	 	 	 	 	 	—	 
	 	 	DC/Store Supplies	 	 	 	 	 	 	—	 
	 	 	Claims and Damaged Goods	 	 	 	 	 	 	—	 
	 	 	E-Commerce	 	 	 	 	 	 	—	 
	 	 	Shrink Reserve — (0.60% of sales since prior physical)	 	 	 	 	 	 	—	 
	 	 	Mexico	 	 	 	 	 	 	—	 
	 	 	Canada (to be added to Eligibie Inventory upon completion of due diligence)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Ineligible Subtotal	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Eligible Inventory	 	 	 	 	 	 	—	 
	 	 	   Advance Rate	 	 	 	 	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	L/C Inventory	 	 	 	 	 	 	—	 
	Less:	 	Duplicative Inventory (orders which are landed prior to funding)	 	 	 	 	 	 	 	 
	 	 	Expiry greater than seventy-five (75) days	 	 	 	 	 	 	 	 
	 	 	Eligible L/C Inventory	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	In-Transit Inventory	 	 	 	 	 	 	 	 
	Less:	 	DC Receipt Exceptions (0.50% of in-transit)	 	 	 	 	 	 	—	 
	 	 	Receipt greater than forty-five (45) days of the date of determination	 	 	 	 	 	 	—	 
	 	 	In Transit Adjustments	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Eligible L/C & In-Transit Inventory	 	 	 	 	 	 	0	 
	 	 	   Advance Rate	 	 	 	 	 	 	65	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory Borrowing Base (b)	 	 	 	 	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Less:	 	Availability Reserves	 	 	 	 	 	 	 	 
	 	 	Landlord Liens (initially 2 months)
	 	 	 	 	 	 	—	 
	 	 	Landed Costs (4% of L/C’s+ In-Transit Inventory included in BBC)
	 	 	 	 	 	 	—	 
	 	 	Gift Certificates and Merchandise Credit (50%)
	 	 	 	 	 	 	—	 
	 	 	Customer Deposits
	 	 	 	 	 	 	—	 
	 	 	Canadian Preference Reserves [TBD]
	 	 	 	 	 	 	—	 
	 	 	Rent Preferences
	 	 	 	 	 	 	 	 
	 	 	Total Availability Reserves	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Borrowing Base (sum of (a) plus (b) less Availability Reserves)
	 	Subtotal	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Borrowing Base (not to exceed $32 325 MM)	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Availiability Calculation, as of
	 	[Period Date]	 	 	 	 	 	 	 
	 	 	Beginning Principal Loan Balance	 	 	 	 	 	 	 	 
	 	 	     Add: Prior day advance request	 	 	 	 	 	 	—	 
	 	 	     Less: Prior day paydown	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ending Principal Loan Balance	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	     Add: Documentary LCs	 	 	 	 	 	 	—	 
	 	 	     Add: Standby LCs	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Loan Balance Prior to Advance Request	 	 	 	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Net Availability Prior to Advance Request	 	 	 	 	 	 	—	 
	 	 	     ADVANCE REQUEST	 	 	 	 	 	 	—	 
	 	 	Availability after today’s advance request	 	 	 	 	 	 	—	 





The undersigned hereby certifies on behalf of the Borrowers, that the following
statement, per SECTION 4.02 (b) of the Credit Agreement, is true on the date hereof, and will be true on
the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:




Authorized Signer                                         















 






Schedules to the Credit Agreement




THE DISCLOSURE OF ANY MATTER OR ITEM IN THE FOLLOWING SCHEDULES

IS NOT AN ADMISSION THAT SUCH ITEM OR MATTER IS MATERIAL.





 









 








Schedule 1.1




Lenders and Commitments




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	 	Commitment Percentage	 
	Bank of America, N.A.
	 	$	60,000,000.00	 	 	 	18.46	%
	Wells Fargo Retail Finance, LLC
	 	$	45,000,000.00	 	 	 	13.85	%
	Wachovia Bank, National Association
	 	$	45,000,000.00	 	 	 	13.85	%
	HSBC Bank USA, NA
	 	$	45,000,000.00	 	 	 	13.85	%
	JPMorgan Chase Bank, N.A.
	 	$	45,000,000.00	 	 	 	13.85	%
	General Electric Capital Corporation
	 	$	35,000,000.00	 	 	 	10.77	%
	Citicorp USA, Inc.
	 	$	25,000,000.00	 	 	 	7.69	%
	SunTrust Bank
	 	$	25,000,000.00	 	 	 	7.69	%
	 
	 	 	 	 	 	 
	TOTAL
	 	$	325,000,000.00	 	 	 	100	%
	 
	 	 	 	 	 	 





 









 






Schedule 1.2




Securitized program documents





	A.	 	Conformed Certificate Purchase Agreement among Pier 1 Funding, L.L.C., as
Transferor, Pier 1 Imports (U.S.), Inc., as Servicer and JPMorgan Chase Bank
(formerly Morgan Guaranty Trust Company of New York), as Administrative
Agent dated September 4,2000 [2001]






	1.	 	Supplemental Fee Letter dated September 4, 2001

	 
	2.	 	First Amendment Agreement dated June 17, 2003
	 
	3.	 	Supplemental Fee Letter dated June 17, 2003
	 
	4.	 	Fourth Amendment Agreement dated August 30, 2005
	 
	5.	 	Fifth Amendment Agreement dated September 7, 2005
	 
	6.	 	Supplemental Fee Letter dated September 7, 2005
	 
	7.	 	Supplemental Fee Letter dated September 19, 2005






	B.	 	Conformed Series 2001-1 Supplement dated
September 4, 2001 to Pooling and Servicing Agreement dated February 12, 1997






	1.	 	Second Amendment Agreement dated June 17, 2003
	 
	2.	 	Fourth Amendment Agreement dated February 22, 2005
	 
	3.	 	Fifth Amendment Agreement dated September 7, 2005
	 
	4.	 	Sixth Amendment Agreement dated September 19, 2005






	C.	 	Conformed Pooling and Servicing Agreement dated February 12, 1997






	1.	 	Amendment No. 1 to Pooling and Servicing Agreement dated
May 30, 1997
	 
	2.	 	Amendment No. 2 to Pooling and Servicing Agreement dated October 29, 1997
	 
	3.	 	Amendment No. 3 to Pooling and Servicing Agreement dated
January 13, 1998
	 
	4.	 	Amendment No. 4 to Pooling and Servicing Agreement dated
March 30, 2001
	 
	5.	 	Amendment No. 5 to Pooling and Servicing Agreement dated September 4, 2001






	D.	 	Receivable Purchase Agreement dated February 12, 1997






	1.	 	Conformed Purchase Agreement between Pier 1 Imports (U.S.), Inc., as Seller
and Pier 1 Funding, Inc. as Purchaser dated February 12, 1997
	 
	2.	 	Amendment No. 1 to Receivables Purchase Agreement dated May 30, 1997
	 
	3.	 	Amendment No. 2 to Receivables Purchase Agreement dated September 4, 2001




 









 











Schedule 1.3




Securitized program Subsidiaries




Pier 1 funding, LLC




 









 








Schedule 1.4




Material Domestic Subsidiaries




Pier 1 Imports, Inc., a Delaware corporation

Pier 1 Assets, Inc., a Delaware corporation

Pier 1 Licensing, Inc., a Delaware corporation

Pier 1 Holdings, Inc., a Delaware corporation

Pier 1 Services Company, a Delaware statutory trust

Pier 1 Value Services, LLC, a Virginia limited liability company






 









 








Schedule 1.5 




Fiscal Calendar




(See Attached)




 









 








Pier 1 Imports




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FY06	 	FY07	 	FY08	 	FY09	 	FY10	 	FY11
	March

	 	4/2/05
	 	4/1/06
	 	4/7/07
	 	4/5/08
	 	4/4/2009
	 	4/3/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April

	 	4/30/05
	 	4/29/06
	 	5/5/07
	 	5/3/08
	 	5/2/2009
	 	5/1/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	May*

	 	5/28/05
	 	5/27/06
	 	6/2/07
	 	5/31/08
	 	5/30/2009
	 	5/29/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	June

	 	7/2/05
	 	7/1/06
	 	7/7/07
	 	7/5/08
	 	7/4/2009
	 	7/3/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	July

	 	7/30/05
	 	7/29/06
	 	8/4/07
	 	8/2/08
	 	8/1/2009
	 	7/31/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	August *

	 	8/27/05
	 	8/26/06
	 	9/1/07
	 	8/30/08
	 	8/29/2009
	 	8/28/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	September

	 	10/1/05
	 	9/30/06
	 	10/6/07
	 	10/4/08
	 	10/3/2009
	 	10/2/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	October

	 	10/29/05
	 	10/28/06
	 	11/3/07
	 	11/1/08
	 	10/31/2009
	 	10/30/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	November *

	 	11/26/05
	 	11/25/06
	 	12/1/07
	 	11/29/08
	 	11/28/2009
	 	11/27/2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	December

	 	12/31/05
	 	12/30/06
	 	1/5/08
	 	1/3/09
	 	1/2/2010
	 	1/1/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	January

	 	1/28/06
	 	1/27/07
	 	2/2/08
	 	1/31/09
	 	1/30/2010
	 	1/29/2011
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	February *

	 	2/25/06
	 	3/3/07
	 	3/1/08
	 	2/28/09
	 	2/27/2010
	 	2/26/2011








 




			
	*	 	Represents quarter end




 









 










Schedule 1.8




Non-Material Domestic Subsidiaries




Pier 1 National Bank, a national banking association

Pier 1 Funding, LLC, a Delaware limited liability company

Pier Lease, Inc., a Delaware corporation

Pier-SNG, Inc., a Delaware corporation

PIR Trading, Inc., a Delaware corporation

Pier Group, Inc., a Delaware corporation






 









 








Schedule 1.9




Canadian Letters of Credit Indebtedness 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amounts	 	 	 	 	 	 
	Beneficiary	 	(CAD$)	 	Issuer	 	LC#	 	Expiry
	Enwin Utilities Ltd.
	 	$	5,000.00	 	 	Bank Of Montreal	 	 	50219OS	 	 	 	2/18/2006	 
	Hydro Mississauga
	 	$	2,000.00	 	 	Bank Of Montreal	 	 	5975OS	 	 	 	9/24/2006	 
	Enersource Hydro Mississagua
	 	$	2,000.00	 	 	Bank Of Montreal	 	 	6215OS	 	 	 	10/31/2006	 
	Greater Sudbury Hydro
	 	$	4,500.00	 	 	Bank Of Montreal	 	 	6216OS	 	 	 	2/2/2006	 
	City Treasurer, Saskatoon
	 	$	2,000.00	 	 	Bank Of Montreal	 	 	6214OS	 	 	 	10/24/2006	 
	Hydro One Networks Inc.
	 	$	4,000.00	 	 	Bank Of Montreal	 	 	52076OS	 	 	 	5/17/2006	 
	Whitby Hydro Electric
	 	$	4,200.00	 	 	Bank Of Montreal	 	 	59530OS	 	 	 	11/17/2006	 
	Enbridge Gas
	 	$	2,300.00	 	 	Bank Of Montreal	 	 	61693OS	 	 	 	12/17/2006	 
	Thunder Bay Hydro
	 	$	3,000.00	 	 	Bank Of Montreal	 	 	90104OS	 	 	 	11/18/2006	 
	Guelph Hydro
	 	$	2,500.00	 	 	Bank Of Montreal	 	 	91147OS	 	 	 	12/7/2005	 
	Hydro — Sherbrooke
	 	$	5,000.00	 	 	Bank Of Montreal	 	 	94208OS	 	 	 	1/20/2006	 






 









 






Schedule 2.13 (A)




Existing Letters of Credit — Standby




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beneficiary	 	Amounts	 	Issuer	 	LC#	 	Expiry
	Lumberman’s
	 	$	5,100,000	 	 	Wells Fargo	 	 	NZS542208	 	 	 	4/30/2006	 
	Zurich American
	 	$	7,600,000	 	 	Wells Fargo	 	 	NZS542206	 	 	 	4/30/2006	 
	Zurich American
	 	$	8,400,000	 	 	Wells Fargo	 	 	NZS542205	 	 	 	4/30/2006	 
	Zurich American
	 	$	5,925,000	 	 	Wells Fargo	 	 	NZS542203	 	 	 	4/30/2006	 
	Bank One
	 	$	9,714,726	 	 	JPMorgan	 	CTCS-634277	 	 	12/15/2006	 
	Bank One
	 	$	9,714,726	 	 	JPMorgan	 	CTCS-634278	 	 	12/15/2006	 






 









 






Schedule 3.01




Organization; Powers



Pier
1 Imports (U.S.), Inc., a Delaware corporation (organization
number 0882743);
tax #75-1673348



Pier
1 Kids, Inc., a Delaware corporation (organization number
3349294);
tax #75-2922964



Pier 1 Imports, Inc., a Delaware corporation (organization number 2089773);
tax #75-1729843



Pier 1 Assets, Inc., a Delaware corporation (organization number 2338045);
tax #75-2552025



Pier 1 Licensing, Inc., a Delaware corporation (organization number 2338047);
tax #75-2552034



Pier 1 Holdings, Inc., a Delaware corporation (organization number 2669059);
tax #75-2668764



Pier 1 Services Company, a Delaware statutory trust (organization number 2669188);
tax #75-2668767



Pier 1 Value Services, LLC, a Virginia limited liability company (organization number S053947);
tax #22-3776169




 









 








Schedule 3.05(a)




Title Exception 




NONE




 









 








Schedule 3.05(c)(i)




Owned Real Estate




	 	 	 	 	 	 	 
	propid	 	City	 	State	 	Address - Line 1
	0025

	 	SAINT LOUIS
	 	Missouri
	 	9420 WATSON RD
	0027

	 	LAKE JACKSON
	 	Texas
	 	206 WEST HWY 332
	0045

	 	ATLANTIC BEACH
	 	Florida
	 	1071 ATLANTIC BLVD
	0081

	 	WESTPORT
	 	Connecticut
	 	950 POST RD E
	0102

	 	BISMARCK
	 	North Dakota
	 	715 SOUTH WASHINGTON ST
	0193

	 	DENVER
	 	Colorado
	 	4401 EAST EVANS
	0206

	 	ALBUQUERQUE
	 	New Mexico
	 	6670 INDIAN SCHOOL RD NE
	0266

	 	MORROW
	 	Georgia
	 	1506 SOUTHLAKE PKWY
	0298

	 	SIOUX CITY
	 	Iowa
	 	4265 SERGEANT RD
	0314

	 	TAMPA
	 	Florida
	 	702 EAST FOWLER AVE
	0316

	 	WAUKEGAN
	 	Illinois
	 	780 LAKEHURST RD
	0352

	 	CHARLOTTE
	 	North Carolina
	 	4729 SOUTH BLVD
	0395

	 	AUSTIN
	 	Texas
	 	5789 AIRPORT BLVD
	0633

	 	SAN ANTONIO
	 	Texas
	 	7080 SAN PEDRO AVE
	0782

	 	SAINT LOUIS
	 	Missouri
	 	7320 SOUTH LINDBERGH BLVD
	0839

	 	AUGUSTA
	 	Georgia
	 	3422 WRIGHTSBORO RD
	0845

	 	CLARKSVILLE
	 	Tennessee
	 	2819 WILMA RUDOLPH BLVD
	0851

	 	INDEPENDENCE
	 	Missouri
	 	4243 SOUTH NOLAND RD
	0862

	 	VALLEJO
	 	California
	 	900 ADMIRAL CALLAGHAN LANE
	0885

	 	FAIRFIELD
	 	California
	 	1545 HOLIDAY LN
	6041

	 	MANSFIELD
	 	Texas
	 	2200 HERITAGE PKWY
	6031

	 	St. Charles
	 	Illinois
	 	609 S KIRK ROAD






 









 






Schedule 3.05(c)(ii)




Leased Real Estate




(See Attached)





 









 











Schedule 3.05(c)(ii)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0001

	 	MERRITT ISLAND
	 	Florida
	 	780 EAST MERRITT ISLAND CSWY
	 	UNIT 5
	 	Merritt Square Marketplace Associates	 	 
	0002

	 	MEMPHIS
	 	Tennessee
	 	3115 WALNUT GROVE RD
	 	 	 	ELLIS, LOUISE KIRBY	 	 
	0007

	 	CHULA VISTA
	 	California
	 	3001 BONITA RD
	 	 	 	Bonita Gateway, LLC, a California limited liability company	 	 
	0008

	 	PACIFIC GROVE
	 	California
	 	490 LIGHTHOUSE AVE
	 	 	 	JOSEPH S. COOK	 	 
	0010

	 	TAMPA
	 	Florida
	 	2351 EAST FOWLER AVE
	 	 	 	SJS-2301 Fowler Ave., L.P.	 	 
	0011

	 	GREENSBURG
	 	Pennsylvania
	 	1135 EAST PITTSBURGH STREET
	 	 	 	Commerce Limited Partnership #9305	 	 
	0012

	 	TOTOWA
	 	New Jersey
	 	562 RTE 46
	 	 	 	R 46 Realty Associates, L.P.	 	 
	0013

	 	VERO BEACH
	 	Florida
	 	5980 20TH ST
	 	 	 	KRG Indian River, LLC	 	 
	0014

	 	MONTCLAIR
	 	California
	 	5440 MORENO ST
	 	 	 	Montclair Towers, LLC	 	 
	0015

	 	MEDFORD
	 	Oregon
	 	3425 CRATER LAKE HWY
	 	 	 	PERPAP PARTNERSHIP (See memo below for complete LL name)	 	 
	0019

	 	REDFORD
	 	Michigan
	 	9377 TELEGRAPH RD
	 	 	 	Bradley Operating Limited
Partnership, a Delaware limited partner	 	 
	0020

	 	ANNAPOLIS
	 	Maryland
	 	2087 WEST ST
	 	 	 	BRISTOL RIVA/WEST L.L.C.	 	 
	0021

	 	SCOTTSDALE
	 	Arizona
	 	8606 EAST SHEA BLVD
	 	 	 	Regency Retail Corporation, a Florida corporation	 	 
	0022

	 	KING OF PRUSSIA
	 	Pennsylvania
	 	COURTSIDE SQ 140 ALLENDALE RD
	 	SUITE 100
	 	CMW INVESTMENTS LTD.*	 	 
	0023

	 	CHICAGO
	 	Illinois
	 	1350 NORTH WELLS ST
	 	COBBLER SQUARE
	 	Equity Residential Properties Management Corp.	 	 
	0026

	 	MOUNT PLEASANT
	 	South
Carolina
	 	1128 MARKET CENTER BLVD
	 	 	 	G & I III Mount Pleasant LLC	 	 
	0028

	 	METAIRIE
	 	Louisiana
	 	800 METAIRIE RD
	 	SUITE B
	 	STEWART/STIRLING ONE, L.L.C.	 	 
	0029

	 	NORMAN
	 	Oklahoma
	 	200 NORMAN CENTER CT
	 	 	 	CINLOT L.L.C.	 	 
	0030

	 	REDMOND
	 	Washington
	 	7231 170TH AVE NE
	 	 	 	PPR Redmond Retail LLC, a Delaware
limited liability company	 	 
	0031

	 	MANASSAS
	 	Virginia
	 	8105 SUDLEY RD
	 	 	 	Westgate Shopping Center, LLC, a Delaware limited liability compa	 	 
	0032

	 	PARKER
	 	Colorado
	 	18721-B EAST PONDEROSA DR
	 	 	 	PMP Phase II Company, LLC	 	 
	0033

	 	WEST PALM BEACH
	 	Florida
	 	2041 ZIP CODE PLACE
	 	 	 	Lewis Bass & Gladys Bass	 	 
	0034

	 	PASADENA
	 	Maryland
	 	8140 RITCHIE HWY
	 	 	 	FINE AND GREEN PARTNERSHIP	 	 
	0036

	 	JACKSONVILLE
	 	Florida
	 	9047 SOUTHSIDE BLVD
	 	 	 	Shopping Center Equities, Inc.	 	 
	0037

	 	LITTLETON
	 	Colorado
	 	5066 SOUTH WADSWORTH BLVD
	 	SUITE 124
	 	Marston Park Plaza LLC	 	 
	0041

	 	FORT COLLINS
	 	Colorado
	 	4336 SOUTH COLLEGE AVE
	 	 	 	GS 92-2 PAVILION LIMITED LIABILITY CO.	 	 
	0042

	 	HORSEHEADS
	 	New York
	 	1 ARNOT RD
	 	 	 	David Lubin & Mark Weiermille(See memo below for complete LL name	 	 
	0043

	 	TOWSON
	 	Maryland
	 	1 EAST JOPPA RD
	 	SUITE 150
	 	Towson Circle LLC	 	 
	0044

	 	HOUSTON
	 	Texas
	 	1927 WEST GRAY
	 	 	 	1927 West Gray Partners, Ltd., a Texas limited partnership	 	 
	0046

	 	HOLLAND
	 	Michigan
	 	2308 NORTH PARK DR
	 	 	 	Harvey A. Tolson	 	 
	0047

	 	GASTONIA
	 	North
Carolina
	 	3734 EAST FRANKLIN BLVD
	 	 	 	E & A Franklin Square Limited Partnership, a South Carolina L.P.	 	 
	0048

	 	WEST LEBANON
	 	New
Hampshire
	 	254 PLAINFIELD RD
	 	 	 	Peter E. Johnson Building Supplies, Inc.	 	 
	0049

	 	BURLINGTON
	 	Washington
	 	1220 S BURLINGTON BLVD
	 	 	 	Nelsen Burlington, LLC	 	 
	0050

	 	RAPID CITY
	 	South Dakota
	 	2220 HAINES AVE
	 	 	 	P-1 Rapid City Investors, Inc.	 	 
	0051

	 	CITRUS HEIGHTS
	 	California
	 	6245 SUNRISE BLVD
	 	 	 	6245 Sunrise Boulevard L.L.C.	 	 
	0052

	 	DEERFIELD BEACH
	 	Florida
	 	924 SOUTH FEDERAL HWY
	 	 	 	Reliance Enterprises	 	 
	0053

	 	GREENWICH
	 	Connecticut
	 	225 GREENWICH AVE
	 	 	 	KELESHIAN, EDNA	 	 
	0054

	 	CINCINNATI
	 	Ohio
	 	9950 WATERSTONE BLVD
	 	 	 	Commercial Net Lease Realty, Inc.	 	 
	0055

	 	MIDLAND
	 	Texas
	 	3001 WEST LOOP 250N
	 	SUITE F101
	 	U.S. Realty Financial Corp.	 	 
	0056

	 	PORTLAND
	 	Oregon
	 	5331 SW MACADAM
	 	SUITE 28
	 	Water Tower Associates, LLC	 	 
	0057

	 	OMAHA
	 	Nebraska
	 	7405 DODGE ST
	 	 	 	Margaret Houlihan, Trustee of the Katherine J. O’Brien Trust	 	 
	0058

	 	HOUSTON
	 	Texas
	 	5650 FM 1960
	 	 	 	Smith, Jim R.	 	 
	0059

	 	ANDERSON
	 	Indiana
	 	5335 SCATTERFIELD RD
	 	 	 	SCATTERFIELD ROAD ASSOCIATES L.L.C.	 	 
	0060

	 	WEBSTER
	 	Texas
	 	1020 WEST NASA RD 1
	 	 	 	H&R Property Corp., a Delaware corporation	 	 
	0061

	 	CARLE PLACE
	 	New York
	 	216 GLEN COVE
	 	 	 	Glen Plaza Associates	 	 
	0063

	 	FAIRLESS HILLS
	 	Pennsylvania
	 	630 COMMERCE BLVD
	 	 	 	OXFORD VALLEY ROAD ASSOCIATES	 	 
	0064

	 	ANAHEIM
	 	California
	 	8156 EAST SANTA ANA CANYON RD
	 	 	 	OTR, an Ohio general partnership acting as the duly authorized	 	 
	0065

	 	CARY
	 	North
Carolina
	 	1819 WALNUT ST
	 	 	 	ACV Pier Cary, LLC	 	 
	0068

	 	OVERLAND PARK
	 	Kansas
	 	7076 WEST 105TH ST
	 	 	 	FOR 1031 Metcalf LLC	 	 
	0069

	 	ROCKY MOUNT
	 	North
Carolina
	 	1472 JEFFREYS ROAD
	 	 	 	Mach One, et al (see memo below)	 	 
	0070

	 	DALLAS
	 	Texas
	 	5427 WEST LOVERS LN
	 	 	 	INTERCITY INVESTMENT, INC.	 	 
	0071

	 	HARRISBURG
	 	Pennsylvania
	 	5104 JONESTOWN RD
	 	 	 	Haven Harrisburg, LLC	 	 
	0072

	 	CHICAGO
	 	Illinois
	 	651 WEST DIVERSEY
	 	 	 	ROSEN, ALVIN, ROSEN, ORVILLE	 	 
	0075

	 	ROCKWALL
	 	Texas
	 	2707 MARKET CENTER DR
	 	 	 	SPM/WRI Rockwall, L.P.	 	 
	0076

	 	PALM SPRINGS
	 	Florida
	 	3319 SOUTH CONGRESS AVE
	 	 	 	Philips Lakeworth, L.P. and 417 Lake Worth 1998 L.P.	 	 
	0077

	 	PARAMUS
	 	New Jersey
	 	723 RTE 17 S
	 	 	 	Gabrellian Associates	 	 
	0080

	 	IRVING
	 	Texas
	 	7805 N MACARTHUR
	 	SUITE 110
	 	Twinrose Retail Partners MacArthur,
LP, a Texas limited partnership	 	 
	0082

	 	NEWARK
	 	Delaware
	 	400 CENTRE BLVD
	 	 	 	PR CHRISTIANA, LLC, a Delaware limited liability company	 	 
	0083

	 	MARIETTA
	 	Georgia
	 	1401 JOHNSON FERRY RD
	 	SUITE 172
	 	Kimsouth MMC, LLC, a Delaware limited liability company	 	 
	0084

	 	OMAHA
	 	Nebraska
	 	12355 WEST CENTER RD
	 	 	 	SELDIN PROPERTIES	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0086

	 	HAMILTON
	 	ON
	 	920 UPPER WENTWORTH ST
	 	 	 	LANDAWN SHOPPING CENTERS LIMITED	 	 
	0087

	 	ATLANTA
	 	Georgia
	 	2298 PEACHTREE RD NW
	 	 	 	Peachtree, et al (see memo below)	 	 
	0088

	 	SOLON
	 	Ohio
	 	6025 KRUSE DR
	 	SUITE 156
	 	GS II Uptown Solon LLC, a Delaware limited liability company	 	 
	0090

	 	AUSTIN
	 	Texas
	 	9828 GREAT HILLS TRAIL
	 	#700
	 	Great Hills Retail, Inc.	 	 
	0091

	 	SANDUSKY
	 	Ohio
	 	5020 MILAN RD
	 	 	 	Fred Vogel Properties II LLC & Jill Vogel Properties I, LLC	 	 
	0092

	 	SALINAS
	 	California
	 	1520 NORTH MAIN ST
	 	 	 	Salinas Shopping Center (see memo below)	 	 
	0093

	 	DULUTH
	 	Georgia
	 	2131 PLEASANT HILL RD
	 	SUITE 154
	 	Glenwood Lotz Mall Corners Holding Company, L.L.C., a Georgia lim	 	 
	0094

	 	FAIRBORN
	 	Ohio
	 	2781-A CENTRE DR
	 	 	 	MV-RG II	 	 
	0095

	 	ROANOKE
	 	Virginia
	 	4952 VALLEY VIEW BLVD NW
	 	 	 	JACOB & ROSE KASIRER FAMILY TRUST	 	 
	0097

	 	ATLANTA
	 	Georgia
	 	4776 ASHFORD DUNWOODY RD
	 	 	 	REGENCY RETAIL PARTNERSHIP, L.P.	 	 
	0099

	 	GRAPEVINE
	 	Texas
	 	1270 WILLIAM D TATE AVE
	 	SUITE 300
	 	Grapevine/Tate Corner Limited Partnership	 	 
	0101

	 	HOUMA
	 	Louisiana
	 	1556 MARTIN LUTHER KING BLVD
	 	 	 	Kimco Houma 274, LLC	 	 
	0103

	 	SKOKIE
	 	Illinois
	 	9701 NORTH SKOKIE BLVD
	 	 	 	Inland Shops at Orchard Place,
L.L.C., a Delaware limited liability	 	 
	0104

	 	HARRISONBURG
	 	Virginia
	 	1866-A EAST MARKET ST
	 	 	 	Market Place Shops, LLC	 	 
	0105

	 	LAREDO
	 	Texas
	 	7509 SAN DARIO AVENUE
	 	 	 	WRI Trautmann, L.P.	 	 
	0106

	 	REYNOLDSBURG
	 	Ohio
	 	2716 BRICE RD
	 	 	 	Galileo Apollo I Sub LLC	 	 
	0107

	 	SAN FRANCISCO
	 	California
	 	555 9TH ST
	 	SUITE B-4
	 	IH Partners, L.P. & SPI/TSA St. Petersburg, LLC	 	 
	0108

	 	FRANKLIN
	 	Tennessee
	 	1761 GALLERIA BLVD
	 	 	 	ACV Pier Franklin, LLC	 	 
	0110

	 	HELENA
	 	Montana
	 	1609 11TH AVE
	 	SUITE F
	 	Rex C. Short Development Company	 	 
	0111

	 	WINCHESTER
	 	Virginia
	 	2290 LEGGE BLVD
	 	 	 	PDK-Winchester, L.C., a Virginia limited liability company	 	 
	0112

	 	SACRAMENTO
	 	California
	 	1555 FULTON AVE
	 	 	 	BEULAH ADAMS TRUST	 	 
	0113

	 	DALLAS
	 	Texas
	 	138 MEDALLION CENTER
	 	 	 	NATIONSBANK OF TEXAS, N.A., TRUSTEE OF THE W.W. CARUTH, JR. FOUND	 	 
	0114

	 	NILES
	 	Ohio
	 	5580 YOUNGSTOWN-WARREN RD
	 	SUITE 11
	 	Maple Leaf Expansion, Inc., an Ohio corporation	 	 
	0115

	 	NEW ORLEANS
	 	Louisiana
	 	5300 TCHOUPITOULAS ST
	 	SUITE E
	 	Shadrall Associates	 	 
	0116

	 	ALBANY
	 	New York
	 	120 WOLF RD
	 	 	 	John Cerone, Jr. and Salvatore R. Beltrone, d/b/a	 	 
	0117

	 	BROOKLINE
	 	Massachusetts
	 	1351 BEACON ST
	 	 	 	WEBSTER TRUST — BERNARD SINGER AND ABRAM SALTER, TRUSTEES	 	 
	0118

	 	HENDERSON
	 	Nevada
	 	1419 WEST SUNSET
	 	 	 	1425-1445 W. Sunset Road, LLC, a Nevada limited liability company	 	 
	0119

	 	SAN DIEGO
	 	California
	 	3220 SPORTS ARENA BLVD
	 	 	 	CITY OF SAN DIEGO	 	 
	0120

	 	BOWIE
	 	Maryland
	 	4410 MITCHELLVILLE RD
	 	 	 	Merchants’ Fund, Inc.	 	 
	0122

	 	DEARBORN
	 	Michigan
	 	22501 MICHIGAN AVE
	 	 	 	Newman Holdings, L.L.C., a Michigan limited liability company	 	 
	0123

	 	SAN DIEGO
	 	California
	 	1735 HANCOCK ST
	 	 	 	Teresa Rosa Villa, Trustee, or any successor trustee, of the **	 	 
	0124

	 	TULSA
	 	Oklahoma
	 	5255 SOUTH SHERIDAN
	 	 	 	Farm Properties, Inc.	 	 
	0125

	 	EMERYVILLE
	 	California
	 	5719 CHRISTIE AVENUE
	 	 	 	Regency Centers L.P.	 	 
	0126

	 	WATERTOWN
	 	New York
	 	21220 PIONEER PLAZA DR
	 	 	 	Salmon Run Plaza LLC	 	 
	0128

	 	KNOXVILLE
	 	Tennessee
	 	2908 KNOXVILLE CENTER DRIVE
	 	 	 	Commercial Net Lease Realty, Inc.	 	 
	0129

	 	CORAL GABLES
	 	Florida
	 	1224 SOUTH DIXIE HWY
	 	 	 	GROSSMAN, LOUIS	 	 
	0132

	 	LOUISVILLE
	 	Kentucky
	 	4165 SHELBYVILLE RD
	 	 	 	Locke Plaza, LLC	 	 
	0135

	 	COSTA MESA
	 	California
	 	2710 HARBOR BLVD
	 	 	 	Cal Pox, Inc., a California corporation	 	 
	0136

	 	METAIRIE
	 	Louisiana
	 	8832 VETERANS MEMORIAL HWY
	 	 	 	Nan Rosenberg Family Limited Partnership, a Louisiana limited par	 	 
	0140

	 	RIVERSIDE
	 	California
	 	3784 TYLER STREET
	 	 	 	Magnolia-Tyler Center LLC	 	 
	0141

	 	NASHVILLE
	 	Tennessee
	 	21 WHITE BRIDGE RD
	 	 	 	Post Square Shopping Center	 	 
	0142

	 	MARINA DEL REY
	 	California
	 	4786 ADMIRALTY WAY
	 	 	 	Marina Waterside, LLC, California limited liability company	 	 
	0143

	 	VIENNA
	 	West
Virginia
	 	607 GRAND CENTRAL AVE
	 	 	 	601 Plaza, L.L.C., a West Virginia limited liability company	 	 
	0144

	 	BOURBONNAIS
	 	Illinois
	 	1660 NORTH STATE RTE 50
	 	 	 	Pantos Family LLC VI	 	 
	0145

	 	LONDON
	 	ON
	 	94 FANSHAWE PK RD E
	 	 	 	RIOCAN HOLDINGS, INC.	 	 
	0146

	 	AUBURN
	 	Massachusetts
	 	460 SOUTHBRIDGE ST
	 	 	 	AUBURN VILLAGE LIMITED PARTNERSHIP	 	 
	0147

	 	NORTH DARTMOUTH
	 	Massachusetts
	 	36 FAUNCE CORNER ROAD
	 	 	 	PR NORTH DARTMOUTH LLC	 	 
	0148

	 	READING
	 	Pennsylvania
	 	1040 BERKSHIRE BLVD
	 	 	 	READING RETAIL ASSOCIATES, LTD.	 	 
	0149

	 	PORTAGE
	 	Michigan
	 	6762 SOUTH WESTNEDGE
	 	 	 	Carillon, LLC, a Michigan limited liability company	 	 
	0150

	 	OLIVETTE
	 	Missouri
	 	9656 OLIVE BLVD
	 	 	 	OLIVETTE ASSOCIATES, A LTD PARTNERSHIP	 	 
	0151

	 	ELIZABETHTOWN
	 	Kentucky
	 	1820 N DIXIE HWY
	 	 	 	Parkmall, et al (see memo below)	 	 
	0153

	 	CULVER CITY
	 	California
	 	11140 JEFFERSON BLVD
	 	 	 	S & P COMPANY, A CALIFORNIA CORP	 	 
	0154

	 	DILLON
	 	Colorado
	 	288 DILLON RIDGE ROAD
	 	 	 	Dillon Ridge Marketplace, LLC	 	 
	0155

	 	DAVIE
	 	Florida
	 	3470 SOUTH UNIVERSITY DR
	 	 	 	UNIVERSITY ASSOCIATES LTD	 	 
	0157

	 	SAINT PAUL
	 	Minnesota
	 	733 GRAND AVE
	 	 	 	Ronald Patrick Smith	 	 
	0158

	 	LANCASTER
	 	Pennsylvania
	 	806 PLAZA BLVD
	 	 	 	FORT WORTH ASSOCIATES	 	 
	0160

	 	MONROEVILLE
	 	Pennsylvania
	 	4201 WM PENN HWY
	 	 	 	RMWZ, et al (see memo below)	 	 
	0162

	 	WESTMINSTER
	 	Maryland
	 	405 NORTH CENTER ST
	 	SUITE 13
	 	Cranberry Retail, Inc.	 	 
	0164

	 	DESTIN
	 	Florida
	 	4424 COMMONS DR. EAST, STE 1-A
	 	 	 	Paradise Destin, Ltd., a Florida limited partnership	 	 
	0166

	 	GRAND FORKS
	 	North Dakota
	 	2830 SOUTH COLUMBIA RD
	 	 	 	FILL ENTERPRISES, LLC	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0167

	 	RANCHO SANTA MARGARI
	 	California
	 	30451 AVENIDA DE LAS FLORES
	 	 	 	K & G/Marketplace, LLC	 	 
	0168

	 	SANTA BARBARA
	 	California
	 	928 STATE ST
	 	 	 	LEONARD VERNON, TRUSTEE OF THE VERNON FAMILY TRUST	 	 
	0169

	 	CLIFTON PARK
	 	New York
	 	304 CLIFTON PARK CENTER RD
	 	 	 	CCM PAD PARTNERS-I, LLC	 	 
	0170

	 	TEXARKANA
	 	Texas
	 	3325 MALL DR
	 	 	 	GG&A Central Mall Partners, L.P.	 	 
	0171

	 	NEPEAN

	 	ON	 	1595 MERIVALE ROAD
	 	 	 	ADMNS Meadowlands Investment Corporation	 	 
	0172

	 	VICTORVILLE
	 	California
	 	12429 MARIPOSA RD
	 	 	 	PIR-VV EQUITIES, LTD.	 	 
	0174

	 	SEATTLE
	 	Washington
	 	15725 WESTMINSTER WAY
	 	 	 	Aurora Square 98, LLC	 	 
	0177

	 	HAMPTON
	 	Virginia
	 	1045 WEST MERCURY BLVD
	 	 	 	U.S.A. Assets Two, Inc.	 	 
	0178

	 	IDAHO FALLS
	 	Idaho
	 	2275 EAST 17TH ST
	 	 	 	Kenwood Development, L.C.	 	 
	0179

	 	KINGSTON
	 	New York
	 	101 FRANK SOTILE BLVD
	 	 	 	Hudson Valley Newco LLC	 	 
	0181

	 	AUSTIN
	 	Texas
	 	14010 US HWY 183N
	 	SUITE 200
	 	Lakeline Crossing, Ltd.	 	 
	0184

	 	HOUSTON
	 	Texas
	 	6815 HWY 6N
	 	 	 	Copperwood Shopping Center, L.P.	 	 
	0185

	 	CHEVY CHASE
	 	Maryland
	 	6801 WISCONSIN AVE
	 	 	 	M & G,
LLC	 	 
	0186

	 	PITTSBURGH
	 	Pennsylvania
	 	1630 WASHINGTON RD., STE. 1
	 	 	 	1600 Washington Road Associates	 	 
	0187

	 	LOS ANGELES
	 	California
	 	10984 SANTA MONICA BLVD
	 	 	 	Stone	 	 
	0187a

	 	LOS ANGELES
	 	California
	 	10984 SANTA MONICA BLVD
	 	 	 	Broad/Main LLC	 	 
	0188

	 	MORGANTOWN
	 	West
Virginia
	 	750 VENTURE DR
	 	 	 	Inland Southeast Morgantown, L.L.C., a Delaware limited liability	 	 
	0190

	 	DEL MAR
	 	California
	 	2671 VIA DE LA VALLE
	 	 	 	Mabee Family Trust	 	 
	0191

	 	LOS ANGELES
	 	California
	 	5711 HOLLYWOOD BLVD
	 	 	 	GB Pier Hollywood, LLC	 	 
	0192

	 	DOTHAN
	 	Alabama
	 	200 BUYERS DR
	 	 	 	ENRO REALTY COMPANY	 	 
	0194

	 	ROYAL OAK
	 	Michigan
	 	31800 WOODWARD AVE
	 	 	 	GF Pier Royal Oak, LLC	 	 
	0195

	 	DEDHAM
	 	Massachusetts
	 	695 PROVIDENCE HWY
	 	 	 	FEDERAL REALTY INVESTMENT TRST.	 	 
	0196

	 	ALISO VIEJO
	 	California
	 	26771 ALISO CREEK RD
	 	 	 	Davos, LLC	 	 
	0197

	 	FAYETTEVILLE
	 	North Carolina
	 	575 CROSS CREEK MALL
	 	 	 	ACV Pier Fayetteville, LLC	 	 
	0198

	 	CINCINNATI
	 	Ohio
	 	867-A EASTGATE NORTH DR
	 	 	 	Portfolio Properties — I, Ltd., an Ohio limited liability company	 	 
	0199

	 	SANTA MONICA
	 	California
	 	3000 WILSHIRE BLVD
	 	 	 	PUBLIC STORAGE, INC.	 	 
	0200

	 	BUFFALO
	 	New York
	 	495 ELMWOOD AVE
	 	 	 	Elmwood Save-Rite, Inc., a New York Corporation	 	 
	0203

	 	TOPEKA
	 	Kansas
	 	1930 SW WANAMAKER RD
	 	 	 	Gunning Investments, LLC	 	 
	0204

	 	HATTIESBURG
	 	Mississippi
	 	1000 TURTLE CREEK DR
	 	SUITE 4
	 	Realty Income Corporation	 	 
	0205

	 	DES MOINES
	 	Iowa
	 	1301 EAST ARMY POST RD
	 	 	 	SDG MACERICH PROPERTIES, L.P.	 	 
	0207

	 	PALM BEACH GARDENS
	 	Florida
	 	2690 PGA BLVD
	 	PGA PLAZA
	 	MDC PGA Plaza, LLC, a Florida limited liability company	 	 
	0208

	 	CHICAGO
	 	Illinois
	 	2862-2902 NORTH ASHLAND AVE
	 	BLDG E
	 	Handler-Wells Joint Venture, L.L.C.	 	 
	0209

	 	MERRIAM
	 	Kansas
	 	5750 ANTIOCH RD
	 	 	 	DDR MDT Merriam Town Center LLC	 	 
	0210

	 	LANCASTER
	 	Ohio
	 	2015 SCHORRWAY DR
	 	 	 	Realty Income Corporation	 	 
	0211

	 	FAYETTEVILLE
	 	Georgia
	 	130 PAVILLION PKWY
	 	 	 	Inland Southeast Fayette I and II, L.L.C., a Delaware limited lia	 	 
	0212

	 	WICHITA FALLS
	 	Texas
	 	4400 KEMP BLVD
	 	 	 	Pantos Family LLC VIII, a Michigan limited liability company	 	 
	0213

	 	KENNEWICK
	 	Washington
	 	1232 NORTH COLUMBIA CTR BLVD
	 	 	 	ACV Pier Kennewick, LLC	 	 
	0216

	 	ROCKY RIVER
	 	Ohio
	 	19707 CENTER RIDGE RD
	 	 	 	WALD & FISHER, INC.	 	 
	0217

	 	DOWNERS GROVE
	 	IIlinois
	 	1230 WEST 75TH ST
	 	 	 	American National Bank and Trust Company of Chicago, as **	 	 
	0218

	 	NOTTINGHAM
	 	Maryland
	 	8165-A HONEYGO BLVD
	 	 	 	The Avenue at White Marsh, L.L.C.	 	 
	0219

	 	BILLINGS
	 	Montana
	 	2395 ROSEBUD
	 	 	 	Kenwood Development, L.C.	 	 
	0220

	 	LYNNWOOD
	 	Washington
	 	2617 196TH ST SW
	 	SUITE A
	 	Alderwood Parkway Plaza II, L.L.C.	 	 
	0222

	 	SAN ANTONIO
	 	Texas
	 	18120 US 281 N
	 	 	 	Northwoods Center, Inc.	 	 
	0223

	 	AVENEL
	 	New Jersey
	 	1000 ST. GEORGE AVE
	 	 	 	Colonia Investment Corp.	 	 
	0224

	 	NEW BERN
	 	North Carolina
	 	2033 S GLENBURNIE RD
	 	 	 	Thomas F. Webb (see Business Register Memo)	 	 
	0225

	 	BOYNTON BEACH
	 	Florida
	 	320 NORTH CONGRESS AVE
	 	 	 	E&A Acquisition Two Limited Partnership, a Delaware limited
partn	 	 
	0226

	 	GRAND ISLAND
	 	Nebraska
	 	3415 WEST STATE ST
	 	SUITE A
	 	Donald D. Mehring, et al (see memo below)	 	 
	0227

	 	CINCINNATI
	 	Ohio
	 	8063 MONTGOMERY RD
	 	 	 	JIM R. SMITH	 	 
	0228

	 	SECAUCUS
	 	New Jersey
	 	700 PLAZA DR
	 	 	 	Harmon Meadow Plaza, Inc.	 	 
	0229

	 	ATLANTA
	 	Georgia
	 	1544 PIEDMONT RD
	 	 	 	Selig Enterprises, Inc., a Georgia corporation	 	 
	0231

	 	RICHMOND
	 	Virginia
	 	7496 WEST BROAD ST
	 	 	 	Mark A. Stemheimer	 	 
	0232

	 	TOLEDO
	 	Ohio
	 	5203 MONROE ST
	 	 	 	HELBERG COMPANY, LLC	 	 
	0233

	 	ARVADA
	 	Colorado
	 	5230 WADSWORTH BYPASS
	 	 	 	Inland Southwest Management, LLC	 	 
	0234

	 	HUNTINGTON BEACH
	 	California
	 	18501 MAIN ST
	 	 	 	SHER FIVE POINTS	 	 
	0235

	 	WALNUT CREEK
	 	California
	 	2099 MT DIABLO BLVD
	 	 	 	Big Sable Investments, Ltd.	 	 
	0236

	 	STUDIO CITY
	 	California
	 	12110 VENTURA BLVD
	 	 	 	Celia Wolfe Trustee of the Wolfe Family Trust, Marital Trust A	 	 
	0239

	 	HOUSTON
	 	Texas
	 	2501 RICE BLVD
	 	 	 	Tommy J. Friedlander, Gary S. Friedlander, Lori F. Cohen, ***	 	 
	0240

	 	PLANO
	 	Texas
	 	1805 PRESTON RD
	 	SUITE A
	 	The Prudential Insurance Company of America, a New Jersey corpora	 	 
	0241

	 	AJAX
	 	ON
	 	90 KINGSTON RD E
	 	UNIT 2
	 	Durham Holdings Limited	 	 
	0244

	 	LAS CRUCES
	 	New Mexico
	 	3020 EAST LOHMAN AVE
	 	 	 	FS Laguna Seca I, LLC, a Delaware limited liability company	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0245

	 	RICHMOND
	 	Virginia
	 	8278 MIDLOTHIAN TURNPIKE
	 	 	 	ADKINS, JAMES	 	 
	0246

	 	BEDFORD HILLS
	 	New York
	 	792 BEDFORD ROAD
	 	 	 	792 North Bedford Road, LLC	 	 
	0247

	 	SAN MATEO
	 	California
	 	2003 CHESS DR
	 	 	 	Westlake Bridgepointe, LLC, a Delaware limited liability company	 	 
	0249

	 	GLENDALE
	 	Wisconsin
	 	6010 NORTH PORT WASH RD
	 	 	 	Harold N. and Edna Seemann, Living Trust U/A dated 08/11/92	 	 
	0250

	 	SAN JOSE
	 	California
	 	1009 BLOSSOM HILL RD
	 	 	 	Siegel Pier 1, LLC	 	 
	0251

	 	EAST SYRACUSE
	 	New York
	 	5788 BRIDGE ST
	 	 	 	Greenberg Realty, LLC	 	 
	0252

	 	MADISON
	 	Wisconsin
	 	1902 WEST BELTLINE HWY
	 	 	 	George A, Fait	 	 
	0253

	 	TONAWANDA
	 	New York
	 	1650 NIAGARA FALLS BLVD
	 	 	 	Augusto Development Corp.	 	 
	0254

	 	CHERRY HILL
	 	New Jersey
	 	606 HADDONFIELD RD
	 	 	 	Haven Cherry Hill, LLC	 	 
	0255

	 	GREEN BAY
	 	Wisconsin
	 	2281 SOUTH ONEIDA ST
	 	 	 	Briken LLC	 	 
	0256

	 	BEAVERTON
	 	Oregon
	 	9307 SW BEAVERTON-HLSDALE
	 	 	 	MITCHELL BROS. TERMINAL CO.	 	 
	0257

	 	MCALLEN
	 	Texas
	 	614 EAST EXPRESSWAY 83
	 	 	 	MCALLEN-83-MCCOLL, INC., A TX. CORP.	 	 
	0258

	 	LIMA
	 	Ohio
	 	2345 ELIDA RD
	 	 	 	HENSON PROPERTIES	 	 
	0259

	 	WOBURN
	 	Massachusetts
	 	425 WASHINGTON ST
	 	 	 	Kohl’s Department Stores, Inc.	 	 
	0261

	 	SILVERDALE
	 	Washington
	 	3235 NW PLAZA ST
	 	 	 	DHJ Pier Silverdale, LLC	 	 
	0262

	 	ROLLING HILLS ESTATE
	 	California
	 	22 PENINSULA CENTER
	 	 	 	Principal Life Insurance Company	 	 
	0263

	 	ARDMORE
	 	Pennsylvania
	 	317 W LANCASTER AVE
	 	 	 	KSMM Associates, L.P.	 	 
	0264

	 	GRESHAM
	 	Oregon
	 	470 NW EASTMAN PKWY
	 	 	 	Pan Pacific Retail Properties, Inc.	 	 
	0265

	 	MADISON
	 	Wisconsin
	 	7475 MINERAL POINT RD
	 	 	 	Inland Real Estate LBI LLC	 	 
	0267

	 	TRAVERSE CITY
	 	Michigan
	 	3180 SOUTH AIRPORT RD W
	 	 	 	GRAND TRAVERSE MALL GGP, INC.	 	 
	0268

	 	PHOENIX
	 	Arizona
	 	12657 NORTH TATUM BOULEVARD
	 	 	 	Paradise Village Investment Company	 	 
	0269

	 	BOZEMAN
	 	Montana
	 	1640 NORTH 19TH AVE
	 	 	 	Bridger Peaks, LLC	 	 
	0270

	 	BELLINGHAM
	 	Massachusetts
	 	245 HARTFORD AVE
	 	 	 	Charles River Bellingham LLC, a Massachusetts Ltd. Liability Co.	 	 
	0271

	 	PANAMA CITY
	 	Florida
	 	507 EAST 23RD STREET
	 	 	 	Delphine Jones Cato	 	 
	0272

	 	WOODBRIDGE
	 	Virginia
	 	14348 GIDEON DR
	 	 	 	North Star Realty Services, LLC	 	 
	0272

	 	WOODBRIDGE
	 	Virginia
	 	14348 GIDEON DR
	 	 	 	TJS Woodbridge, LLC	 	 
	0273

	 	SPOKANE
	 	Washington
	 	W 101 NORTH RIVER DR
	 	 	 	Riveredge, L.L.C., et al (see memo below)	 	 
	0274

	 	FLUSHING
	 	New York
	 	191-30 NORTHERN BLVD
	 	 	 	BARONE PROPERTIES, INC	 	 
	0275

	 	STAMFORD
	 	Connecticut
	 	2300 SUMMER ST
	 	 	 	HARRY DEAN, AN INDIVIDUAL	 	 
	0276

	 	FLORENCE
	 	South
Carolina
	 	2601 DAVID H MCLEOD BLVD
	 	 	 	PR Magnolia, LLC, a Delaware
limited liability company	 	 
	0279

	 	MIDDLETOWN
	 	New York
	 	400 NORTH GALLERIA DR
	 	 	 	Topper Associates, LLC	 	 
	0281

	 	GRAND JUNCTION
	 	Colorado
	 	2454 HWY 6 & 50
	 	SUITE 111
	 	K & N INVESTORS	 	 
	0282

	 	GREENDALE
	 	Wisconsin
	 	5170 SOUTH 76TH ST
	 	 	 	BR OF WISCONSIN, LLC	 	 
	0283

	 	DAYTONA BEACH
	 	Florida
	 	2451 WEST INTERNATIONAL SPDWY
	 	SUITE 1101
	 	VOLUSIA INVESTMENTS, L.P.	 	 
	0284

	 	LAS VEGAS
	 	Nevada
	 	3181 NORTH RAINBOW BLVD
	 	 	 	Pan Pacific Retail Properties, Inc., a Maryland corporation	 	 
	0286

	 	SAN FRANCISCO
	 	California
	 	3535 GEARY BLVD
	 	 	 	CLARENCE KRIEGER AS TRUSTEE OF THE TESTAMENTARY TRUST*	 	 
	0287

	 	MISSISSAUGA
	 	ON
	 	2130 DUNDAS ST E
	 	 	 	PEANUT DUDE, INC., and SUBRISH, INC.	 	 
	0288

	 	POINTE-CLAIRE
	 	QC
	 	183-F BOUL HYMUS
	 	 	 	Centre Terrarium Inc.	 	 
	0289

	 	SNELLVILLE
	 	Georgia
	 	1708 SCENIC HWY N
	 	SUITE E-G
	 	Inland Southeast Snellville, L.L.C., a Delaware limited liability	 	 
	0290

	 	BEL AIR
	 	Maryland
	 	615 BEL AIR ROAD
	 	SUITE U
	 	Bel Air Square LLC	 	 
	0291

	 	HARPER WOODS
	 	Michigan
	 	19233 VERNIER RD
	 	 	 	Al Winner and Miriam Winner (see memo below)	 	 
	0292

	 	TUCSON
	 	Arizona
	 	4415 NORTH ORACLE RD
	 	 	 	DICKER-WARMINGTON PROPERTIES	 	 
	0293

	 	POMPANO BEACH
	 	Florida
	 	1312 NORTH FEDERAL
	 	 	 	Belcrest Properties, Ltd.	 	 
	0295

	 	MINNETONKA
	 	Minnesota
	 	11315 HWY 7
	 	 	 	Lamy-Country Village Limited Partnership	 	 
	0297

	 	ORLANDO
	 	Florida
	 	7468 WEST COLONIAL DR
	 	 	 	All Corners, Inc.	 	 
	0300

	 	SALISBURY
	 	Maryland
	 	2320 NORTH SALISBURY BLVD
	 	 	 	FREEZE ENTERPRISES, L.L.C.	 	 
	0301

	 	FALLS CHURCH
	 	Virginia
	 	7253 ARLINGTON BLVD
	 	 	 	LOEHMANN’S PLAZA LTD. PARTNERSHIP	 	 
	0302

	 	BATON ROUGE
	 	Louisiana
	 	8150 FLORIDA BLVD
	 	 	 	HEIRS OF ALICE STONE SCHNEIDER	 	 
	0303

	 	KNOXVILLE
	 	Tennessee
	 	8301 KINGSTON PIKE
	 	 	 	Regal Acquisitions, L.L.C., a Tennessee limited liability company	 	 
	0306

	 	MERIDIAN
	 	Mississippi
	 	1193 BONITA LAKE CIRCLE
	 	 	 	CBL/LOW Limited Partnership	 	 
	0307

	 	CHEYENNE
	 	Wyoming
	 	1345 DELL RANGE BLVD
	 	 	 	Coscarat, et al (see memo below)	 	 
	0308

	 	PHOENIX
	 	Arizona
	 	1743 EAST CAMELBACK RD
	 	SUITE A-3
	 	Camelback Colonnade Associates, LP	 	 
	0309

	 	LOUISVILLE
	 	Kentucky
	 	2000 SOUTH HURSTBORNE PKWY
	 	 	 	Pantos Family LLC VII	 	 
	0310

	 	AURORA
	 	Colorado
	 	2670 SOUTH HAVANA
	 	 	 	Zuma Properties, LLC	 	 
	0311

	 	BIRMINGHAM
	 	Alabama
	 	1425 MONTGOMERY HWY
	 	SUITE 199
	 	Birmingham Realty Company	 	 
	0312

	 	SAVANNAH
	 	Georgia
	 	5500 ABERCORN
	 	SUITE 1
	 	SAVANNAH ASSOCIATES, L.P.	 	 
	0313

	 	FAIRLAWN
	 	Ohio
	 	3737 WEST MARKET ST
	 	UNIT B
	 	Shops of Fairlawn Retail Limited Parntership	 	 
	0315

	 	TUPELO
	 	Mississippi
	 	3836 NORTH GLOSTER ST
	 	 	 	Lupo Mississippi, L.P.	 	 
	0318

	 	STROUDSBURG
	 	Pennsylvania
	 	470 POCONO COMMONS
	 	 	 	Pocono Retail Associates, LLC	 	 
	0319

	 	MAPLEWOOD
	 	Minnesota
	 	2982 WHITE BEAR AVE N
	 	 	 	Joseph E. Commers Limited Partnership	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0320

	 	CONCORD
	 	California
	 	1680-A WILLOW PASS RD
	 	 	 	Shum Yee, et al (see memo below)	 	 
	0322

	 	APOPKA
	 	Florida
	 	2437 EAST SEMORAN BLVD
	 	 	 	Good Earth Properties, L.L.P., a
Florida limited liability	 	 
	0323

	 	 PASADENA
	 	California
	 	422 SOUTH LAKE AVE
	 	 	 	SOUTH LAKE ASSOCIATES	 	 
	0324

	 	DURHAM
	 	North Carolina
	 	4215 UNIVERSITY DR, SUITE A4
	 	 	 	Parkway Plaza UY, LLC	 	 
	0325

	 	FLAGSTAFF
	 	Arizona
	 	1560 SOUTH RIORDAN RANCH ST
	 	 	 	LNN Enterprises, Inc.	 	 
	0326

	 	SAN ANGELO
	 	Texas
	 	4141 SUNSET DR
	 	 	 	Texas Associates, a Massachusetts general partnership	 	 
	0329

	 	GRAND RAPIDS

	 	Michigan	 	2995-28TH ST SE
	 	 	 	Robb Family Investments LLC, a Michigan limited liability company	 	 
	0331

	 	LEXINGTON
	 	Kentucky
	 	1900 PAVILLION WAY
	 	 	 	Fourth Quarter Properties VII, Inc.	 	 
	0332

	 	FALLS CHURCH
	 	Virginia
	 	5857-A LEESBURG PIKE
	 	 	 	Bailey’s Crossroads LLLP, a Maryland limited liability limited	 	 
	0333

	 	EL TORO
	 	California
	 	23611 EL TORO RD
	 	 	 	ZELLNER INVESTMENT PROPERTIES	 	 
	0334

	 	ALBUQUERQUE
	 	New Mexico
	 	10010 COORS BLVD NW
	 	 	 	Black Development One Limited Liability Company	 	 
	0335

	 	MONTGOMERY
	 	Alabama
	 	3425 MCGEHEE RD
	 	 	 	W. THOMAS LOVELESS	 	 
	0336

	 	VANCOUVER
	 	British
Columbia
	 	1702 WEST BROADWAY
	 	 	 	West Broadway Centre Ltd.	 	 
	0337

	 	SANTA FE
	 	New Mexico
	 	4056 CERRILLOS
	 	SUITE A
	 	CENTURY PLAZA LIMITED CO. , a New Mexico Ltd. Liability Co.	 	 
	0338

	 	STERLING HEIGHTS
	 	Michigan
	 	44501
SCHOENHERR
	 	 	 	Sterling Center Limited Partnership, a Michigan limited parntersh	 	 
	0339

	 	RALEIGH
	 	North
Carolina
	 	4325 GLENWOOD
	 	CRABTREE VALLEY MA
	 	CVM Holdings, LLC	 	 
	0340

	 	SOUTHBURY
	 	Connecticut
	 	775 MAIN STREET SOUTH
	 	 	 	Southbury 84 Limited Partnership	 	 
	0341

	 	BELLEVUE
	 	Washington
	 	905 BELLEVUE WAY NE
	 	 	 	KENNETH S. & MARY ELIZABETH GREENBAUM	 	 
	0342

	 	TUSTIN
	 	California
	 	2822 EL CAMINO REAL
	 	 	 	Irvine Retail Properties Company, a division of The Irvine Co.	 	 
	0344

	 	FORT WAYNE
	 	Indiana
	 	1750 APPLE GLEN BLVD
	 	 	 	Bradley Operating Limited Parntership, a Delaware limited partner	 	 
	0346

	 	CHARLESTON
	 	South
Carolina
	 	1909 SAM RITTENBURG
	 	 	 	CAMPBELL Properties Limited Partnership	 	 
	0349

	 	ORLANDO
	 	Florida
	 	1599 FLORIDA MALL AVE
	 	 	 	Rizika	 	 
	0350

	 	KEY WEST
	 	Florida
	 	2716 NORTH ROOSEVELT BLVD
	 	 	 	LPI/Key West Associates, Ltd.	 	 
	0354

	 	ALTOONA
	 	Pennsylvania
	 	2800 OLD RTE 220
	 	PLANK RD COMMONS
	 	Realty Income Corporation	 	 
	0356

	 	WATERLOO
	 	Iowa
	 	2602 CROSSROADS BLVD
	 	 	 	Coyote Crossroads Mall, L.L.C.	 	 
	0357

	 	MERRILLVILLE
	 	Indiana
	 	1685 EAST 80TH AVE
	 	 	 	Acadia Merrillville Realty, L.P.	 	 
	0358

	 	FRAMINGHAM
	 	Massachusetts
	 	215 WORCESTER RD
	 	 	 	Garo Framingham, LLC	 	 
	0359

	 	VICTOR
	 	New York
	 	140 COBBLESTONE COURT DR
	 	 	 	COBBLESTONE COURT LIMITED PARTNERSHIP	 	 
	0361

	 	HOOVER
	 	Alabama
	 	1727 MONTGOMERY HWY
	 	 	 	PERRY L. & CARTER. & ROSEMARIE E.
CARTER	 	 
	0362

	 	TORONTO
	 	ON
	 	221 YONGE ST
	 	 	 	Parcross Investments
Limited	 	 
	0363

	 	FLINT
	 	Michigan
	 	G4310 MILLER RD
	 	 	 	SOMERSET TOWN CENTRE LTD.
PARTNERSHIP	 	 
	0364

	 	EVERETT
	 	Washington
	 	1425 SE EVERETT MALL WAY
	 	 	 	Everett Mall 01, LLC	 	 
	0365

	 	BRANFORD
	 	Connecticut
	 	1078 WEST MAIN ST
	 	 	 	1100 West Main Street, LLC	 	 
	0366

	 	TALLAHASSEE
	 	Florida
	 	1407 EAST LAFAYETTE
	 	 	 	Diamond & Associates, Inc.	 	 
	0367

	 	DAYTON
	 	Ohio
	 	5449 SALEM PIKE
	 	 	 	Bradley Operating Limited Partnership	 	 
	0368

	 	ALEXANDRIA
	 	Virginia
	 	4349 DUKE ST
	 	 	 	4349 Duke Street Associates, L.P.	 	 
	0369

	 	FREDERICKSBURG
	 	Virginia
	 	3071 PLANK RD
	 	 	 	Fredericksburg 35, LLC, a Delaware limited liability company	 	 
	0370

	 	ELK GROVE
	 	California
	 	7440 LAGUNA BLVD
	 	SUITE 102
	 	Dr. Isam H. Khoury, et al (see memo below)	 	 
	0371

	 	KAHULUI
	 	Hawaii
	 	270 DAIRY RD
	 	 	 	Maui Marketplace Investment Group, Inc., a Delaware corporation	 	 
	0372

	 	MADISON
	 	Tennessee
	 	2021 N GALLATIN RD
	 	SUITE 200
	 	Gallery LLC, a Tennessee limited liability company	 	 
	0373

	 	PINEVILLE
	 	North
Carolina
	 	10501 CENTRUM PKWY
	 	 	 	LSB ASSOCIATES, L.L.C.	 	 
	0374

	 	CUPERTINO
	 	California
	 	20610 STEVENS CREEK BLVD
	 	 	 	Byer Properties, L.P.	 	 
	0375

	 	COVINGTON
	 	Louisiana
	 	66 PARK PLACE
	 	 	 	ENTERPRISE CORP. II	 	 
	0376

	 	CHICAGO
	 	Illinois
	 	2112 NORTH CLYBOURN
	 	UNIT 6
	 	Chicago Title Land Trust Company, et al, (see memo below)	 	 
	0377

	 	MISSISSAUGA
	 	ON
	 	5980 MCLAUGHLIN RD
	 	UNIT 1
	 	Select Properties Limited, an Ontario corporation	 	 
	0378

	 	BOULDER
	 	Colorado
	 	2530 ARAPAHOE
	 	 	 	U.S. Retail Partners, LLC	 	 
	0380

	 	TROY
	 	Michigan
	 	388 JOHN R RD
	 	 	 	Oakland Mall LTD, a Michigan limited partnership	 	 
	0382

	 	PUEBLO
	 	Colorado
	 	4410 NORTH FRWY
	 	 	 	Eagleridge General Partnership	 	 
	0383

	 	AUBURN
	 	Alabama
	 	1716 OPELIKA RD
	 	 	 	Market Square Shopping Center, LLC	 	 
	0385

	 	CEDAR RAPIDS
	 	lowa
	 	2445 WILEY BLVD SW
	 	 	 	Toys “R” US-Delaware, Inc.	 	 
	0386

	 	HUNTSVILLE
	 	Alabama
	 	4806 UNIVERSITY DR
	 	 	 	Dorcas S. Harris	 	 
	0387

	 	WESTMOUNT
	 	QC
	 	4823, RUE SHERBROOKE OUEST
	 	 	 	Le 4817 Sherbrooke Inc.	 	 
	0388

	 	TORONTO
	 	ON
	 	1986 QUEEN ST
EAST
	 	 	 	MUR-DAVE Investments, Ltd.	 	 
	0390

	 	MANCHESTER
	 	Connecticut
	 	19 PAVILIONS DR
	 	 	 	Heritage Manchester II LLC	 	 
	0391

	 	MIAMI
	 	Florida
	 	8725 SW 136TH ST
	 	 	 	INTERPROPERTIES (U.S.A.), INC.	 	 
	0392

	 	SAINT BRUNO
	 	QC
	 	1201 BLVD DES PROMENADES
	 	 	 	The Cadillac Fairview Corporation Limited	 	 
	0393

	 	INDIANAPOLIS
	 	Indiana
	 	5602 CASTLETON CORNERS LN
	 	 	 	INDY I, L.P.	 	 
	0394

	 	MURRAY
	 	Utah
	 	6230 SOUTH STATE ST
	 	 	 	JACMER L. SMITH ASSOCIATES	 	 
	0397

	 	CORAL SPRINGS
	 	Florida
	 	751 UNIVERSITY DR
	 	 	 	KIMCO CORAL SPRINGS 623, INC.	 	 
	0398

	 	ANTIOCH
	 	Tennessee
	 	5266 HICKORY HOLLOW PKWY
	 	 	 	Angelo A. Ciliberti, M.D.	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0400

	 	OAK PARK
	 	IIlinois
	 	1143 WEST LAKE ST
	 	 	 	TTC Oak Park LLC, an Illinois limited liability company	 	 
	0403

	 	KANSAS CITY
	 	Missouri
	 	6001 NW BARRY RD
	 	 	 	Barry Road 29-98, L.L.C.	 	 
	0404

	 	ALBANY
	 	Georgia
	 	2620 DAWSON RD
	 	 	 	Pinecrest Properties, Inc.	 	 
	0406

	 	ARLINGTON HEIGHTS
	 	Illinois
	 	111 WEST RAND RD
	 	#28
	 	New Plan of Arlington Heights, LLC	 	 
	0407

	 	GULFPORT
	 	Mississippi
	 	15154 CROSSROADS PKWAY
	 	 	 	DDR Crossroads Center LLC	 	 
	0408

	 	PARK CITY
	 	Utah
	 	6535 LANDMARK DRIVE
	 	 	 	Brentwood Equities, Inc., a California corporation	 	 
	0409

	 	CHICAGO
	 	Illinois
	 	5304 NORTH BROADWAY
	 	 	 	Patel, Adesh and Jesal	 	 
	0410

	 	MINNETONKA
	 	Minnesota
	 	12970 WAYZATA BLVD
	 	 	 	RIDGEHILL PARTNERS	 	 
	0411

	 	CINCINNATI
	 	Ohio
	 	2689 EDMONDSON ROAD
	 	 	 	Rookwood Commons, LLC	 	 
	0412

	 	JOHNSON CITY
	 	Tennessee
	 	2116 NORTH ROAN ST
	 	SUITE 1B
	 	WIGGINS ASSOCIATES	 	 
	0414

	 	LITTLE ROCK
	 	Arkansas
	 	724 SOUTH BOWMAN RD
	 	 	 	ACV Pier Little Rock, LLC	 	 
	0415

	 	NEWTON
	 	Massachusetts
	 	792 BEACON ST
	 	 	 	ACADEMY REALTY TRUST	 	 
	0418

	 	BROOKFIELD

	 	Wisconsin	 	17000 NW BLUEMOUND RD
	 	 	 	Metropolitan Life Insurance Company	 	 
	0420

	 	SAN DIEGO

	 	California	 	12004 CARMEL MOUNTAIN RD
	 	 	 	Pacific Carmel .... (see memo below for the 2 LL names)	 	 
	0421

	 	LARGO

	 	Florida	 	2351 101ST STREET
	 	 	 	The Krauss-Miller-Lutz Charitable Trust Foundation (see below)	 	 
	0422

	 	PORTLAND
	 	Oregon
	 	11211 SE 82ND AVE
	 	 	 	EMC4, LLC	 	 
	0423

	 	LUBBOCK
	 	Texas
	 	5102 60TH QUORUM
	 	#A
	 	LEVENSON-GOLDEN	 	 
	0424

	 	HAGERSTOWN
	 	Maryland
	 	17730 GARLAND GROH BLVD
	 	 	 	Washington Real Estate Investment Trust	 	 
	0428

	 	LANSING
	 	Illinois

	 	16709 SOUTH TORRENCE AVE
	 	 	 	AMALGAMATED TRUST & SAVINGS BANK	 	 
	0429

	 	WILMINGTON
	 	North
Carolina
	 	3741 OLEANDER DR
	 	 	 	Azalea Plaza Associates, a North Carolina general partnership	 	 
	0431

	 	SPRINGFIELD
	 	Virginia
	 	6751-A FRONTIER DR
	 	 	 	Springfield Commons, Inc., a Delaware corporation	 	 
	0432

	 	LEXINGTON
	 	Kentucky
	 	4001 NICHOLASVILLE RD
	 	 	 	Fayette Place Improvements Limited Partnership	 	 
	0433

	 	SALT LAKE CITY

	 	Utah	 	4850 HIGHLAND DR
	 	 	 	CREEKSIDE L.C.	 	 
	0436

	 	OCEANSIDE
	 	California
	 	2555 VISTA WAY
	 	 	 	Pan Pacific Retail Properties, Inc.	 	 
	0437

	 	ALBUQUERQUE
	 	New Mexico
	 	6001 SAN MATEO NE
	 	 	 	Fiesta Del Norte One, LLC	 	 
	0438

	 	BAYTOWN
	 	Texas
	 	6616 GARTH RD
	 	 	 	Baytown Plaza, L.P.	 	 
	0439

	 	FRESNO
	 	California
	 	7457 N BLACKSTONE AVE
	 	 	 	PL Riverpark LP	 	 
	0442

	 	WEST DUNDEE
	 	Illinois
	 	830 WEST MAIN
	 	 	 	Inland Real Estate-Illinois, LLC	 	 
	0443

	 	BURLINGTON
	 	North
Carolina
	 	106 HUFFMAN MILL RD
	 	 	 	Southstar Holdings-Burlington II, LLC, a NC limited liability co.	 	 
	0444

	 	REDWOOD CITY
	 	California
	 	2501 EL CAMINO REAL
	 	 	 	Regency Centers, L.P.	 	 
	0445

	 	WARWICK
	 	Rhode Island
	 	1276 BALD HILL RD
	 	 	 	Edens & Avant Summit Square, LLC	 	 
	0446

	 	MOHEGAN LAKE
	 	New York
	 	3131 E MAIN ST
	 	BLDG J
	 	Galileo Cortlandt LLC, a New York limited liability company	 	 
	0449

	 	FREEHOLD
	 	New Jersey
	 	4345 HWY 9
	 	 	 	POND ROAD ASSOCIATES, A NJ GEN. PRTNRSHP	 	 
	0450

	 	DUBLIN
	 	California
	 	4976 DUBLIN BLVD
	 	 	 	BIT Investment Eleven, LP, a Maryland limited partnership	 	 
	0452

	 	PARAMUS
	 	New Jersey
	 	58-64 RTE 4 E
	 	 	 	SPRING FOUR ASSOCIATES	 	 
	0454

	 	FAIRFAX
	 	Virginia
	 	11210 JAMES SWART CIRCLE
	 	 	 	Fairfax Court Limited Partnership	 	 
	0455

	 	SPRINGFIELD
	 	Missouri
	 	3110 S GLENSTONE AVE
	 	 	 	Glenstone Partners	 	 
	0456

	 	HUNTINGTON STATION
	 	New York
	 	7 EAST JERICHO TURNPIKE
	 	 	 	Scanlon	 	 
	0457

	 	YONKERS
	 	New York
	 	2395 CENTRAL PARK AVE
	 	 	 	Peter Karounos, Teddy Karounos and James Tzinis	 	 
	0459

	 	JACKSONVILLE
	 	Florida
	 	8110 BLANDING BLVD
	 	 	 	BW PIER INC.	 	 
	0460

	 	PORT RICHEY
	 	Florida
	 	9017 U S HWY 19
	 	 	 	Real Estate Equity Partners Two, LLC	 	 
	0461

	 	JACKSONVILLE
	 	Florida
	 	9395 ATLANTIC BLVD
	 	 	 	EHL HOLDING PARTNERSHIP	 	 
	0464

	 	ROUND ROCK
	 	Texas
	 	2701-B PARKER ROAD
	 	 	 	Frontier Village, L.P., a Texas limited partnership	 	 
	0465

	 	HILTON HEAD ISLAND
	 	South
Carolina
	 	20 HATTON PLACE
	 	 	 	BALOGH FAMILY HOLDINGS, LTD.	 	 
	0466

	 	BRIDGEWATER
	 	New Jersey
	 	385 U S HWY 202-206
	 	 	 	SOMERSET COUNTY SHOPPING CENTER C/O LEVIN MANAGEMENT CORPORATI	 	 
	0467

	 	SANFORD
	 	North
Carolina
	 	860 SPRING LANE ROAD
	 	 	 	Kotis Properties, Inc.	 	 
	0468

	 	WASHINGTON
	 	DC
	 	4455 CONNECTICUT AVE
	 	 	 	Saul Subsidiary II Limited Partnership	 	 
	0469

	 	JENSEN BEACH
	 	Florida
	 	3520 NORTHWEST FEDERAL HWY
	 	 	 	RFP Jensen Beach, LLC	 	 
	0470

	 	GLEN ALLEN
	 	Virginia
	 	11120 W BROAD STREET
	 	 	 	Apostal Partners Virginia, LLC	 	 
	0472

	 	MADISON
	 	Wisconsin
	 	4260 EAST TOWNE BLVD
	 	 	 	EAST TOWNE SQUARE PARTNERSHIP	 	 
	0473

	 	INDIANAPOLIS
	 	Indiana
	 	10012 EAST WASHINGTON ST
	 	 	 	INDIANA ASSOCIATES	 	 
	0477

	 	ENFIELD
	 	Connecticut
	 	34 HAZARD AVE
	 	UNIT #8
	 	Gateway Connecticut Properties, Inc., a California corporation	 	 
	0481

	 	CINCINNATI
	 	Ohio
	 	6180H WEST GLENWAY AVE
	 	 	 	Stomad Centers Western Hills Plaza, LLC	 	 
	0482

	 	BURTON
	 	Michigan
	 	1245 SOUTH CENTER RD
	 	 	 	PARAGON DEVELOPMENT	 	 
	0483

	 	BALLWIN
	 	Missouri
	 	15382 MANCHESTER RD
	 	 	 	Ellisville Plaza, L.L.C.	 	 
	0484

	 	SAINT ANN
	 	Missouri
	 	3602 NORTH LINDBERGH BLVD
	 	 	 	LENNETTE REALTY & INVESTMENT COMPANY	 	 
	0485

	 	COLMA
	 	California
	 	101 COLMA BLVD
	 	 	 	280 Metro Limited Partnership, a Delaware limited parntership	 	 
	0486

	 	HANOVER
	 	Massachusetts
	 	1282 WASHINGTON ST
	 	 	 	NORTHERN ROSE HANOVER LTD. PARTNERSHIP	 	 
	0487

	 	PALM HARBOR
	 	Florida
	 	31650 U S HWY 19 N
	 	 	 	PHILLIPS P. YEE, TRUSTEE	 	 
	0489

	 	SAUGUS
	 	Massachusetts
	 	725 BROADWAY
	 	RTE 1 S
	 	Hillside Realty Trust	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0491

	 	RIDGELAND
	 	Mississippi
	 	900 EAST COUNTY LINE RD
	 	SUITE 100
	 	North Regency Retail Partners, LLC	 	 
	0494

	 	JOPLIN
	 	Missouri
	 	410 RANGE LINE RD
	 	 	 	Kimco Joplin 707, Inc.	 	 
	0495

	 	SPRING VALLEY
	 	New York
	 	150 SPRING VALLEY MARKET PLACE
	 	 	 	EXIT 14 ASSOCIATES	 	 
	0496

	 	OKLAHOMA CITY
	 	Oklahoma
	 	5517 NORTH PENNSYLVANIA AVE
	 	 	 	Patricia R. Mangan, Trustee (see below)	 	 
	0498

	 	EAGAN
	 	Minnesota
	 	1275 PROMENADE PLACE
	 	 	 	DDRA Eagan Promenade Crossing LLC	 	 
	0500

	 	BRAMPTON
	 	ON
	 	200 GREAT LAKES DRIVE
	 	UNIT #142
	 	RioTrin Properties (Brampton) Inc., an Ontario corporation	 	 
	0501

	 	OWENSBORO
	 	Kentucky
	 	5221 FREDERICA ST
	 	SUITE 101
	 	Meng Farms, Inc., Joe W. Meng & Martha Meng	 	 
	0502

	 	CANOGA PARK
	 	California
	 	6500 CANOGA AVE
	 	 	 	Victory-Warner Marketplace LLC, a Delaware limited liability comp	 	 
	0503

	 	DOUGLASVILLE
	 	Georgia
	 	2850 CHAPEL HILL ROAD
	 	 	 	Inland Southeast Douglasville, LLC	 	 
	0504

	 	AVENTURA
	 	Florida
	 	18681 BISCAYNE BLVD
	 	 	 	Henning/Trion Ventures I, Limited, a Florida limited partnership	 	 
	0505

	 	CALGARY
	 	Alberta
	 	3630 BRENTWOOD RD NW
	 	#700
	 	RioKim Holdings (Alberta) Inc.	 	 
	0506

	 	ROCHESTER
	 	New York
	 	2475 W RIDGE ROAD
	 	 	 	Acsons Corp., Inc.	 	 
	0507

	 	TERRE HAUTE
	 	Indiana
	 	4225 S US HWY 41
	 	 	 	Mid US LLC, an Indiana limited liability company	 	 
	0508

	 	MANHATTAN BEACH
	 	California
	 	1800 C ROSECRANS AVE
	 	 	 	1800 Rosecrans Partners, LLC, a California limited liability co.	 	 
	0509

	 	GAITHERSBURG
	 	Maryland
	 	30 GRAND CORNER AVENUE
	 	 	 	Washingtonian Associates L.C., a Maryland limited liability compa	 	 
	0510

	 	WESTERLY
	 	Rhode Island
	 	100 FRANKLIN STREET
	 	#M
	 	Franklin Plaza, LLC	 	 
	0511

	 	GOSHEN
	 	Indiana
	 	4024 ELKHART RD
	 	SUITE 20A
	 	HK New Plan ERP Property Holdings, LLC, a Delaware limited liabil	 	 
	0512

	 	WARSAW
	 	Indiana
	 	2802 FRONTAGE RD
	 	 	 	Rein Warsaw Associates	 	 
	0513

	 	BENTON HARBOR
	 	Michigan
	 	1000 E NAPIER AVE
	 	SUITE A
	 	JPA Development L.L.C.	 	 
	0514

	 	WINTER PARK
	 	Florida
	 	480 N ORLANDO AVE
	 	SUITE 100
	 	Winter Park Town Center, Ltd.	 	 
	0515

	 	GREELEY
	 	Colorado
	 	2819 35TH AVE
	 	 	 	Elk Lakes Master, LLC	 	 
	0516

	 	ELMHURST
	 	Illinois
	 	355 SOUTH ROUTE 83
	 	 	 	Federal Construction, Inc. (see memo below)	 	 
	0517

	 	HANOVER
	 	Pennsylvania
	 	422 EISENHOWER DR
	 	 	 	Monahan Equities I	 	 
	0518

	 	OLD SAYBROOK
	 	Connecticut
	 	665 BOSTON POST RD
	 	 	 	Matthew M. Rubin, Trustee	 	 
	0519

	 	FORT MYERS
	 	Florida
	 	4945 S CLEVELAND AVE
	 	 	 	Inland Western Fort Myers Page Field, L.L.C.	 	 
	0520

	 	VALDOSTA
	 	Georgia
	 	1819 NORMAN DRIVE
	 	 	 	Commercial Net Lease Realty, Inc.	 	 
	0521

	 	PEORIA
	 	Illinois
	 	5115 W HOLIDAY DRIVE
	 	 	 	Charter Oak Development, L.L.C., an Illinois limited liability co	 	 
	0522

	 	OAKVILLE
	 	ON
	 	2501 HAMPSHIRE GATE #1
	 	 	 	Mobius Developments Ltd., an Ontario corporation	 	 
	0523

	 	ESCONDIDO
	 	California
	 	1272 AUTO PARKWAY
	 	SUITE D
	 	FRIT Escondido Promenade, L.L.C.	 	 
	0524

	 	WATERLOO
	 	ON
	 	564 KING STREET NORTH
	 	 	 	Northgate-Glengrove Corporation	 	 
	0525

	 	CORALVILLE
	 	Iowa
	 	1401 CORAL RIDGE AVE
	 	 	 	GGP Limited Partnership	 	 
	0526

	 	LAYTON
	 	Utah
	 	1934 N WOODLAND PARK DRIVE
	 	 	 	IG, L.C., a Utah limited liability company	 	 
	0527

	 	SEEKONK
	 	Massachusetts
	 	145 HIGHLAND AVE
	 	 	 	Seekonk Equities, LLC, a Mass. limited liability company,	 	 
	0528

	 	MACON
	 	Georgia
	 	2101 EISENHOWER PKWY
	 	 	 	Glenway/Venice, LLC	 	 
	0529

	 	CALGARY
	 	Alberta
	 	5506 SIGNAL HILL CENTER
	 	 	 	RioTrin Properties Inc., an Ontario corporation	 	 
	0530

	 	ANCHORAGE
	 	Alaska
	 	8535 OLD SEWARD HWY
	 	 	 	Commercial Net Lease Realty, Inc.	 	 
	0531

	 	BATON ROUGE
	 	Louisiana
	 	6757 BLUEBONNET BLVD
	 	 	 	GGP-Mall of Louisiana, L.P.	 	 
	0532

	 	COLUMBIA
	 	Maryland
	 	6131 COLUMBIA CROSSING CIRCLE
	 	SUITE T-4
	 	Columbia Crossing I, LLC	 	 
	0533

	 	WHEATON
	 	Illinois
	 	2023 SOUTH NAPERVILLE RD
	 	 	 	2001 Naperville, L.L.C., a Delaware limited libility company	 	 
	0534

	 	WATCHUNG
	 	New Jersey
	 	1515 ROUTE 22 WEST
	 	#16
	 	Watchung Square Associates, LLC	 	 
	0535

	 	CRANSTON
	 	Rhode Island
	 	1 NEW LONDON AVE
	 	 	 	Arvee, LLC, a Rhode Island limited liability company	 	 
	0536

	 	PORT CHARLOTTE
	 	Florida
	 	18500 VETERANS BLVD
	 	UNIT 1
	 	Hudson Realty Trust, Hersom Realty Trust, Oakly Realty Trust **	 	 
	0537

	 	MOBILE
	 	Alabama
	 	3787 AIRPORT BLVD
	 	 	 	LFG-1, L.L.C.	 	 
	0538

	 	LAWRENCE
	 	Kansas
	 	3211 IOWA STREET
	 	 	 	31-98 Lawrence, LLC, a Kansas limited liability company	 	 
	0539

	 	CRYSTAL LAKE
	 	Illinois
	 	5500 NORTHWEST HWY
	 	 	 	Inland Ryan, LLC	 	 
	0540

	 	AUBURN HILLS
	 	Michigan
	 	3918 BALDWIN ROAD
	 	 	 	8600 Associates Limited Partnership and J & G Auburn Hills, LLC	 	 
	0541

	 	BUFORD
	 	Georgia
	 	1695 MALL OF GEORGIA BLVD
	 	 	 	Inland Southeast Mill Creek, L.L.C., a Delaware limited liability	 	 
	0542

	 	WILKES-BARRE TOWNSHI
	 	Pennsylvania
	 	407 ARENA HUB PLAZA
	 	 	 	TFP Limited, a Pennsylvania limited partnership	 	 
	0543

	 	COLUMBUS
	 	Ohio
	 	3970 MORSE CROSSING
	 	 	 	BR of Wisconsin 18, LLC	 	 
	0544

	 	PLAINFIELD
	 	Indiana
	 	2683 EAST MAIN STREET
	 	SUITE 103
	 	Plainfield Commons II, LLC	 	 
	0545

	 	BREA
	 	California
	 	2395 EAST IMPERIAL HWY
	 	SUITE B
	 	Brea Union Plaza II, LLC	 	 
	0546

	 	SAINT CATHARINES
	 	ON
	 	221 GLENDALE AVE
	 	#601
	 	OPB Realty (Pen Centre) Inc.	 	 
	0547

	 	CALGARY
	 	Alberta
	 	200-303 SHAWVILLE BLVD SE
	 	 	 	RioKim Holdings (Alberta) Inc.	 	 
	0548

	 	LANGLEY
	 	British
Columbia
	 	20195 LANGLEY BYPASS
	 	 	 	Rockcliffe Estates, Ltd.	 	 
	0549

	 	VICTORIA
	 	British
Columbia
	 	755 FINLAYSON STREET
	 	 	 	Great Wall Industries, Inc., a British Columbia corporation	 	 
	0550

	 	PENNSDALE
	 	Pennsylvania
	 	1431 LYCOMING MALL CIRCLE
	 	 	 	Realty Income Corporation	 	 
	0551

	 	LUFKIN
	 	Texas
	 	2950 SOUTH JOHN REDDITT DR
	 	SUITE 108
	 	Jack Paul and Mary Paul	 	 
	0552

	 	SIOUX FALLS
	 	South Dakota
	 	3801 WEST 49TH ST
	 	 	 	Jemigan Westview, LLC and JP Westview, LLC	 	 
	0553

	 	FORT SMITH
	 	Arkansas
	 	6604 ROGERS AVE
	 	 	 	P/S Partners, Inc., an Oklahoma corporation	 	 
	0554

	 	PHOENIX
	 	Arizona
	 	4717 EAST RAY RD
	 	 	 	DDRA Ahwatukee Foothills, LLC	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0555

	 	CHAMPAIGN
	 	Illinois
	 	2001 NORTH PROSPECT AVE
	 	 	 	Inland Baytowne Square, L.L.C., a Delaware limited liability comp	 	 
	0556

	 	CARBONDALE
	 	Illinois
	 	1401 EAST MAIN ST
	 	PO BOX 3636
	 	Charles L. & Edwina Carter	 	 
	0557

	 	TEMPLE
	 	Texas
	 	3040 SOUTH 31ST ST
	 	 	 	TR Austin Retail Corp.	 	 
	0560

	 	WOODCLIFF LAKE
	 	New Jersey
	 	453 CHESTNUT RIDGE RD
	 	 	 	WS Tice’s Corner Marketplace, L.L.C.	 	 
	0561

	 	PADUCAH

	 	Kentucky	 	5145 HINKLEVILLE RD
	 	KENTUCKY OAKS
MALL
	 	Charles L. Carter & Edwina Carter	 	 
	0562

	 	BLOOMINGTON
	 	Illinois
	 	ONE AUTO ROW DR
	 	 	 	Charles L. & Edwina Carter	 	 
	0564

	 	SCHAUMBURG
	 	Illinois
	 	170 NORTH BARRINGTON RD
	 	 	 	LA SALLE NATIONAL TRUST, N.A. A Trustee of Trust 118924	 	 
	0565

	 	TYLER
	 	Texas
	 	4516 SOUTH BROADWAY
	 	 	 	Lasater’s French Quarter Partnership	 	 
	0566

	 	SUNSET VALLEY
	 	Texas
	 	4965 WEST HWY 290
	 	 	 	ACV Pier Sunset Valley, LLC	 	 
	0567

	 	GAINESVILLE
	 	Georgia
	 	300 PEARL NIX PKWY
	 	 	 	C.M. & Judy Harrison Family LP	 	 
	0568

	 	LAFAYETTE
	 	Indiana
	 	3550 STATE RD 38 E
	 	 	 	Kimco Lafayette Market Place 697, Inc.	 	 
	0569

	 	VIRGINIA BEACH
	 	Virginia
	 	3405 VIRGINIA BEACH BLVD
	 	 	 	PRINCESS ANNE PROPERTIES, INC.	 	 
	0570

	 	COLUMBIA
	 	Missouri
	 	1901 BERNADETTE DR
	 	BLDG 3-B
	 	COLUMBIA PLAZA SHOPPING CENTER VENTURE	 	 
	0571

	 	BIRMINGHAM
	 	Alabama
	 	105 INVERNESS CORNERS
	 	 	 	ACV Pier Birmingham, LLC	 	 
	0572

	 	HIGH POINT
	 	North
Carolina
	 	1070 MALL LOOP RD
	 	 	 	Fred Vogel Properties II, LLC & Jill Vogel Properties II, LLC	 	 
	0573

	 	CONROE
	 	Texas
	 	27900 I 45 N
	 	 	 	Amerishop Woodlands, L.P.	 	 
	0574

	 	MAPLE GROVE
	 	Minnesota
	 	7900 WEDGEWOOD LN
	 	 	 	DDRA Maple Grove Crossing LLC	 	 
	0575

	 	DICKSON CITY
	 	Pennsylvania
	 	700 COMMERCE BLVD
	 	 	 	New Plan Realty Trust, a Massachusetts business trust	 	 
	0576

	 	CLARKSVILLE
	 	Indiana
	 	1200 LEWIS & CLARK PKWY EAST
	 	 	 	La Place Center Limited Partnership	 	 
	0577

	 	OKLAHOMA CITY
	 	Oklahoma
	 	13801 NORTH PENNSYLVANIA
	 	#D
	 	JOHN A. HENRY & CO.	 	 
	0578

	 	YAKIMA
	 	Washington
	 	102 NORTH FAIR AVE
	 	#103
	 	Henry & Sandra Friedman	 	 
	0580

	 	WILLOW GROVE
	 	Pennsylvania
	 	1134 EASTON RD
	 	 	 	Best Buy Company	 	 
	0581

	 	PORTLAND
	 	Oregon
	 	1736A NORTH JANTZEN BEACH CTR
	 	 	 	Jantzen Dynamic Corp.	 	 
	0582

	 	OAKVILLE
	 	ON
	 	200 NORTH SERVICE RD W
	 	 	 	Sun Life Assurance Company of Canada	 	 
	0583

	 	GAINESVILLE
	 	Florida
	 	3638 SW ARCHER RD
	 	 	 	S. Clark Butler Properties Land Trust dated December 10, 1998*	 	 
	0584

	 	DULUTH
	 	Minnesota
	 	901 WEST CENTRAL ENTRANCE
	 	 	 	STONERIDGE PARTNERS	 	 
	0585

	 	MEMPHIS
	 	Tennessee
	 	2725 NORTH GERMANTOWN PKWY
	 	 	 	Commercial Lease Realty, Inc.	 	 
	0586

	 	FORT WORTH
	 	Texas
	 	4901 OVERTON RIDGE
BLVD
	 	 	 	IPERS Ridge Rock Plaza, Inc., a Delaware corporation	 	 
	0587

	 	WOODBURY
	 	Minnesota
	 	8452 TAMARACK VILLAGE
	 	 	 	Tamarack Village Shopping Center, LP	 	 
	0588

	 	HUMBLE
	 	Texas	 	20524 U S HWY 59 N
	 	 	 	G&l III Deerbrook, LLC	 	 
	0589

	 	NEWPORT
	 	Rhode Island
	 	#1 LONG WHARF MALL
	 	 	 	Elmwal Associates, LLC, a Rhode Island limited liability company	 	 
	0590

	 	STATEN ISLAND
	 	New York
	 	2194 RICHMOND AVE
	 	 	 	PASSARELLI FAMILY PARTNERSHIP, L.P.	 	 
	0591

	 	CHARLOTTE
	 	North
Carolina
	 	8802 J W CLAY BLVD
	 	 	 	CS University Place II, LLC	 	 
	0592

	 	SUGARLAND
	 	Texas
	 	2521 TOWN CENTER BLVD N
	 	 	 	Market at Town Center — Sugar Land Partnership	 	 
	0593

	 	NILES
	 	Illinois
	 	5637 WEST TOUHY AVE
	 	 	 	OTR, an Ohio general partnership acting as the duly*	 	 
	0594

	 	TACOMA
	 	Washington
	 	4301 SOUTH STEELE ST
	 	 	 	Garden West, LLC, a Washington limited liability company	 	 
	0595

	 	LONE TREE
	 	Colorado
	 	8360 SOUTH WILLOW ST
	 	 	 	Meadows Shopping Center, et. al.	 	 
	0596

	 	HAMDEN
	 	Connecticut
	 	2335 DIXWELL AVE
	 	 	 	Alecta Pensionsforsakring Omsesidigt	 	 
	0597

	 	JACKSONVILLE
	 	North Carolina
	 	1325 WESTERN BLVD
	 	 	 	Wyatt Investments, LLC	 	 
	0598

	 	LA MESA
	 	California
	 	5500 GROSSMONT CENTER DR
	 	SUITE 123
	 	Grossmont Shopping Center	 	 
	0599

	 	ENCINITAS
	 	California
	 	1022 NORTH EL CAMINO REAL
	 	 	 	ENCINITAS TOWN CENTER ASSOCIATES LLC	 	 
	0600

	 	VESTAL
	 	New York
	 	2540 VESTAL PKWY EAST
	 	SUITE 1
	 	Vestal Shoppes LLC, a Delaware limited liability company	 	 
	0601

	 	SARASOTA
	 	Florida
	 	4768 SOUTH TAMIAMI TRAIL
	 	 	 	Blockbuster, Inc.	 	 
	0602

	 	LONGMONT
	 	Colorado
	 	1268 SOUTH HOVER STREET
	 	 	 	AmREIT, Inc.	 	 
	0604

	 	SANFORD
	 	Florida
	 	401 TOWN CENTER BLVD
	 	 	 	COMMERCIAL NET LEASE REALTY, INC.***	 	 
	0610

	 	LONG BEACH
	 	California
	 	6378 PACIFIC COAST HWY
	 	SUITE A
	 	Marina Pacifica, LLC	 	 
	0611

	 	AURORA
	 	Illinois
	 	4362 EAST NEW YORK
	 	 	 	Yorkshire Center, LLC	 	 
	0612

	 	MYRTLE BEACH
	 	South
Carolina
	 	1101 SEABOARD ST
	 	 	 	MYRTLE BEACH FARMS COMPANY, INC.	 	 
	0613

	 	SAN LEANDRO
	 	California
	 	15100 HESPERIAN BLVD
	 	SUITE 214
	 	Pan Pacific Retail Properties, Inc.	 	 
	0614

	 	INDIANAPOLIS
	 	Indiana
	 	4150 LAFAYETTE RD
	 	 	 	Conaught Place, LLC	 	 
	0615

	 	STATE COLLEGE
	 	Pennsylvania
	 	303 BENNER PIKE
	 	 	 	STATE COLLEGE BOOKSTORE LIMITED PARTNERSHIP	 	 
	0617

	 	EAU CLAIRE
	 	Wisconsin
	 	4008 COMMONWEALTH AVE
	 	 	 	Realty Income Corporation	 	 
	0618

	 	OLYMPIA
	 	Washington
	 	1309 COOPER POINT RD
	 	 	 	Marx Properties, LLC	 	 
	0620

	 	MEMPHIS
	 	Tennessee
	 	6095 WINCHESTER RD
	 	 	 	Carlyle Rock Ridge, LLC, a Delaware
limited liability company	 	 
	0621

	 	WACO
	 	Texas
	 	4600 FRANKLIN
	 	SUITE 100
	 	Bright-Meyers Waco Associates, L.P.	 	 
	0622

	 	SAINT PETERS
	 	Missouri
	 	180 MID-RIVERS MALL DR
	 	 	 	Parliament Properties, Inc.	 	 
	0623

	 	BEND
	 	Oregon
	 	2620 NE HWY 20
	 	SUITE 200
	 	Judith M. Getz and Melville J. Getz, Trustee of the Getz	 	 
	0624

	 	VERNON HILLS
	 	Illinois
	 	701 NORTH MILWAUKEE
	 	 	 	Parliament Properties, Inc. and Alan J. Wallock, as Trustee of *	 	 
	0625

	 	LINCOLN
	 	Nebraska
	 	5141 “O” ST
	 	 	 	The 3 Amigos Properties, L.L.C.	 	 
	0627

	 	IRVING
	 	Texas
	 	2350 NORTH BELTLINE RD
	 	 	 	CAMPBELL PROPERTIES, INC.	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0629

	 	MESA
	 	Arizona
	 	1155 SOUTH POWER RD
	 	SUITE 110
	 	SUPERSTITION MARKETPLACE TRUST	 	 
	0630

	 	NEWMARKET
	 	ON
	 	17440 YONGE ST
	 	 	 	YONGE CENTRE PROPERTIES INC.	 	 
	0631

	 	MISSOULA
	 	Montana
	 	2800 NORTH RESERVE
	 	 	 	GATEWAY LIMITED PARTNERSHIP	 	 
	0634

	 	SAN ANTONIO
	 	Texas
	 	5803 LOOP 410 NW
	 	 	 	McCullough, et al (see memo below)	 	 
	0635

	 	SPOKANE
	 	Washington
	 	9940 NORTH NEWPORT HWY
	 	 	 	Inland Western Spokane Northpointe, L.L.C.	 	 
	0636

	 	CRANBERRY TOWNSHIP
	 	Pennsylvania
	 	20267 RTE 19 N
	 	 	 	JBCO I, L.P., a Pennsylvania limited partnership	 	 
	0637

	 	MAYS LANDING
	 	New Jersey
	 	3984 BLACK HORSE PIKE
	 	 	 	AMC Delancey Hamilton Partners, L.P.	 	 
	0639

	 	ISSAQUAH
	 	Washington
	 	1435 11TH AVE NW
	 	 	 	U.S. BANK OF WASHINGTON, A NATIONAL ASSOCIATION, AS TRUSTEE UNDER	 	 
	0640

	 	FORT LAUDERDALE
	 	Florida
	 	1860 NORTH FEDERAL HWY
	 	 	 	19TH STREET INVESTORS, INC.	 	 
	0641

	 	WHITEHALL
	 	Pennsylvania
	 	2630 MAC ARTHUR RD
	 	 	 	Realty Income Corporation	 	 
	0642

	 	FREMONT
	 	California
	 	39198 FREMONT BLVD
	 	 	 	KIGFRE Fremont LP	 	 
	0643

	 	LA CANADA FLINTRIDGE
	 	California
	 	2200 FOOTHILL BLVD
	 	 	 	Pearlman, et al (see memo below)	 	 
	0644

	 	KANSAS CITY
	 	Missouri
	 	9221 HILLCREST RD
	 	SUITE R17
	 	BP-SP Associates, L.L.C.	 	 
	0645

	 	FORSYTH
	 	Illinois
	 	987 S ROUTE 51
	 	 	 	Hickory Point Mall, Limited Partnership	 	 
	0647

	 	BRADENTON
	 	 	 	4430 14TH ST W
	 	 	 	Goldman, Marshall and Merle	 	 
	0648

	 	MANCHESTER
	 	New
Hampshire
	 	1111 SOUTH WILLOW ST
	 	 	 	Rosenstar Manchester, LLC	 	 
	0649

	 	HOT SPRINGS
	 	Arkansas
	 	200 CORNERSTONE BLVD
	 	 	 	Hot Springs Cornerstone Property, LLC	 	 
	0650

	 	LAUREL
	 	Maryland
	 	3401 FORT MEADE ROAD
	 	 	 	Maryland City Plaza Limited Partnership, a Maryland limited partn	 	 
	0651

	 	CORTE MADERA
	 	California
	 	332 CORTE MADERA TOWN CTR
	 	 	 	770 TAMALPAIS DRIVE INC.	 	 
	0652

	 	TWIN FALLS
	 	Idaho
	 	1676 LOCUST ST N
	 	 	 	ZABALA FAMILY TRUST	 	 
	0654

	 	MERIDEN
	 	Connecticut
	 	533 SOUTH BROAD ST
	 	 	 	URSTADT BIDDLE PROPERTIES, INC.	 	 
	0655

	 	MIDLAND
	 	Michigan
	 	1409 JOE MANN BLVD
	 	 	 	KLRF Management Company L.L.C.	 	 
	0656

	 	GREAT FALLS
	 	Montana
	 	1601 MARKET PLACE DR
	 	SUITE 1
	 	MACERICH MANAGEMENT COMPANY	 	 
	0657

	 	NORTHRIDGE
	 	California
	 	8940 TAMPA AVE
	 	 	 	GWP Northridge Grove Shopping Center, a California limited prtshp	 	 
	0658

	 	LAKELAND
	 	Florida
	 	3880 U S HWY 98 N
	 	 	 	Palm I, L.L.C.	 	 
	0659

	 	SAGINAW
	 	Michigan
	 	2508 TITTABAWASSEE RD
	 	 	 	Central Property Exchange, LLC	 	 
	0660

	 	RANCHO CORDOVA
	 	California
	 	10801 OLSON DR
	 	 	 	Rancho Cordova Town Center	 	 
	0661

	 	EAST YORK
	 	ON
	 	815 EGLINTON AVE E
	 	 	 	RioKim Holdings (Ontario) Inc.	 	 
	0662

	 	AMARILLO
	 	Texas
	 	8511 WEST INTERSTATE HWY 40
	 	 	 	Nancy Staley Laubach, co-trustee (see Bus. Register Memo below)	 	 
	0663

	 	PEMBROKE PINES
	 	Florida
	 	11575 PINES BLVD
	 	 	 	PEMBROKE LAKES MALL LTD, A FLORIDA LIMITED PARTNERSHIP*	 	 
	0664

	 	FORT MYERS
	 	Florida
	 	15660 SAN CARLOS BLVD
	 	SUITE 29A
	 	GULF MYERS S.C. COMPANY LTD	 	 
	0667

	 	SALT LAKE CITY
	 	Utah
	 	30 WEST 900 SOUTH
	 	 	 	LUDLOW WAREHOUSE	 	 
	0668

	 	ROCHESTER
	 	New York
	 	300 HYLAN DR
	 	 	 	L & S, LLC, a New York limited liability company	 	 
	0669

	 	BAYSHORE
	 	New York
	 	1871 SUNRISE HWY
	 	 	 	BAYSHORE ASSOCIATES, A NEW YORK PARTNERSHIP	 	 
	0670

	 	WINSTON-SALEM
	 	North
Carolina
	 	1026 HANES MALL BLVD
	 	 	 	Hanes Point Shopping Center, LLC	 	 
	0671

	 	TUSCALOOSA
	 	Alabama
	 	1525 SKYLAND BLVD E
	 	 	 	Skyland Partners, LLC	 	 
	0674

	 	CHICO
	 	California
	 	1931 EAST 20TH
ST
	 	 	 	Weinstock et al (see below)	 	 
	0675

	 	TAMPA
	 	Florida
	 	16318 NORTH DALE
MABRY
	 	 	 	Realty Income Corporation d/b/a Realty Income Properties, Inc.	 	 
	0677

	 	OCALA

	 	Florida	 	2516 SW COLLEGE RD
	 	 	 	Robert Dixon, Trustee	 	 
	0679

	 	YORK
	 	Pennsylvania
	 	1550 RODNEY RD
	 	 	 	Fulton York Venture, LLC, a Nevada limited liability company	 	 
	0680

	 	WHITE PLAINS
	 	New York
	 	499 TARRYTOWN RD
	 	 	 	Crossroads Joint Venture	 	 
	0681

	 	BATTLE CREEK
	 	Michigan
	 	5800 BECKLEY RD
	 	 	 	Realty Income Corporation	 	 
	0682

	 	TAYLOR
	 	Michigan
	 	14440 PARDEE ROAD
	 	 	 	BR of Wisconsin 20, LLC	 	 
	0683

	 	PALMDALE
	 	California
	 	1105 WEST AVE P
	 	 	 	Palmdale Properties, LLC	 	 
	0688

	 	SOUTHERN PINES
	 	North
Carolina
	 	9 PINECREST PLAZA
	 	15501 SOUTHERN
PINE
	 	WRI Pinecrest Plaza, LLC	 	 
	0689

	 	STERLING
	 	Virginia
	 	21050 SOUTHBANK
	 	 	 	Inland Southeast Cascades, L.L.C., a Delaware limited liability c	 	 
	0690

	 	LARCHMONT
	 	New York
	 	1329 BOSTON POST RD
	 	 	 	Rockland Capital Partners LLC	 	 
	0691

	 	WESTLAND
	 	Michigan
	 	35640 WARREN RD
	 	 	 	Westway Plaza Associates Ltd. Partnership	 	 
	0693

	 	YUMA
	 	Arizona
	 	839 WEST 32ND ST
	 	 	 	Boehner, Kent A.	 	 
	0694

	 	GERMANTOWN
	 	Tennessee
	 	7730 POPLAR AVE
	 	SUITE 7
	 	Belz Investment Company L.P., a Tennessee limited partnership	 	 
	0695

	 	BRUNSWICK
	 	Georgia
	 	181 GOLDEN ISLES PLAZA
	 	 	 	Kolo Enterprises, a Georgia general partnership	 	 
	0696

	 	NORTH ATTLEBORO
	 	Massachusetts
	 	1250 SOUTH WASHINGTON ST
	 	 	 	SAM Realty Trust under Declaration of Trust dated July 20, 1989	 	 
	0697

	 	FLORENCE
	 	Kentucky
	 	7606 MALL RD
	 	 	 	NAP Village at the Mall, LLC, an Ohio limited liability company	 	 
	0698

	 	NEWINGTON
	 	Connecticut
	 	2661 BERLIN TURNPIKE
	 	 	 	SILKOFF, CHARLES & ALAN	 	 
	0699

	 	NOVI
	 	Michigan
	 	43195 CRESCENT BLVD
	 	 	 	Novi Town Center Investors LLC, a Delaware limited liability comp	 	 
	0701

	 	TOLEDO
	 	Ohio
	 	5225 AIRPORT HWY
	 	 	 	Airport Square Investment Properties, LLC	 	 
	0704

	 	LAKE GROVE
	 	New York
	 	2021 SMITH HAVEN PLAZA
	 	 	 	C & B Realty #2 LLC	 	 
	0705

	 	BAKERSFIELD
	 	California
	 	3800 MALL VIEW RD
	 	 	 	FERE-1 L.P.	 	 
	0706

	 	LONG BEACH
	 	New York
	 	214 EAST PARK AVE
	 	 	 	Long Beach Shopping L.L.C.	 	 
	0707

	 	BATAVIA
	 	Illinois
	 	481 NORTH RANDALL
	 	 	 	KIR Batavia 051 LLC, a Delaware limited liability company	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0708

	 	MENTOR
	 	Ohio
	 	7777 MENTOR AVE
	 	UNIT 1
	 	Carter	 	 
	0709

	 	SANTA ROSA
	 	California
	 	2716 SANTA ROSA AVE
	 	 	 	The Revocable Trust of Sau Ung Loo Chan, Dated October 16, 1980	 	 
	0710

	 	ALPHARETTA
	 	Georgia
	 	6010 NORTH POINT PKWY
	 	 	 	CP Venture Two LLC, a Delaware limited liability company	 	 
	0711

	 	MONROE
	 	Louisiana
	 	4681 PECANLAND MALL DR
	 	 	 	Realty Income Corporation	 	 
	0712

	 	HOUSTON
	 	Texas
	 	9524 WESTHEIMER
	 	 	 	14760 Memorial Properties, LTD and	 	 
	0713

	 	SALEM
	 	New
Hampshire
	 	125A SOUTH BROADWAY
	 	 	 	DOUBLE PEA LIMITED PARTNERSHIP	 	 
	0714

	 	TULSA
	 	Oklahoma
	 	1926 UTICA SQUARE
	 	 	 	Utica Square Shopping Center	 	 
	0715

	 	SANDY
	 	Utah
	 	102 WEST 10600 SOUTH ST
	 	 	 	Macerich South Towne Limited Partnership***	 	 
	0716

	 	MANSFIELD
	 	Ohio
	 	800 N LEXINGTON-SPRINGMILL RD
	 	 	 	POI Associates, Inc.	 	 
	0718

	 	OKEMOS
	 	Michigan
	 	4950 MARSH RD
	 	 	 	Michigan Meridian, Inc.	 	 
	0719

	 	PARMA
	 	Ohio
	 	7721 WEST RIDGEWOOD DR
	 	 	 	Parmatown One LLC	 	 
	0722

	 	BOISE
	 	Idaho
	 	140 NORTH MILWAUKEE
	 	 	 	ROBERT G. STEVENS & CAROL F STEVENS	 	 
	0723

	 	SAINT PETERSBURG
	 	Florida
	 	4949 4TH ST N
	 	 	 	Optima Partners, LLP	 	 
	0724

	 	PEORIA
	 	Arizona
	 	7739 WEST BELL RD
	 	 	 	DDRA Arrowhead Crossing LLC	 	 
	0725

	 	EL PASO
	 	Texas
	 	730 SUNLAND PARK DR
	 	MESA HILLS @
SUNLAN
	 	SIMON PROPERTY GROUP (TEXAS), L.P.	 	 
	0726

	 	WEST MELBOURNE
	 	Florida
	 	2045 WEST NEW HAVEN AVE
	 	 	 	ACV Pier West Melbourne, LLC	 	 
	0729

	 	FAYETTEVILLE
	 	Arkansas
	 	4100 NORTH COLLEGE AVE
	 	 	 	NW VILLAGE, LLC	 	 
	0730

	 	CORPUS CHRISTI
	 	Texas
	 	5317 SOUTH PADRE ISLAND DR
	 	MOORE PLAZA
	 	ACV Pier Corpus Christi, LLC	 	 
	0731

	 	GREENVILLE
	 	South
Carolina
	 	420 CONGAREE RD
	 	 	 	FIFTY-EIGHT ACRES,
INC.	 	 
	0732

	 	LA CROSSE
	 	Wisconsin
	 	3616 HWY 157
	 	 	 	Realty Income Corporation	 	 
	0733

	 	PUYALLUP
	 	Washington
	 	4621 SOUTH MERIDIAN
	 	SUITE A-915
	 	Lakha Properties — Puyallup, LLC	 	 
	0734

	 	ANN ARBOR
	 	Michigan
	 	980 WEST EISENHOWER PKWY
	 	 	 	Cranbrook Village Limited Partnership	 	 
	0736

	 	CANTON
	 	Ohio
	 	4643 EVERHARD RD
	 	 	 	Sam Serves All Ohio Land Development and Building Company, LLC	 	 
	0737

	 	MAPLE SHADE
	 	New Jersey
	 	598 RTE 38 E
	 	 	 	Forrest Investment Enterprises, LLC, a Florida limited liablty co	 	 
	0738

	 	WOODBRIDGE
	 	ON
	 	3900 HWY 7
	 	UNIT 4
	 	Westridge, et al (see memo below)	 	 
	0741

	 	SAN BERNARDINO

	 	California	 	985 SOUTH E ST
	 	 	 	Halama LLC, a Nevada limited liability company	 	 
	0742

	 	DAYTON
	 	Ohio
	 	2777 MIAMISBURG-CENTERVILLE RD
	 	 	 	Acadia Mad River Property, LLC	 	 
	0744

	 	BELLINGHAM
	 	Washington
	 	4061 MERIDIAN ST
	 	 	 	HAYWARD ELECTRIC	 	 
	0745

	 	JOLIET
	 	Illinois
	 	3064 PLAINFIELD RD
	 	 	 	Realty Income Corporation	 	 
	0746

	 	LEESBURG
	 	Virginia
	 	502 D EAST MARKET ST
	 	 	 	FR Leesburg Plaza, LP	 	 
	0747

	 	CAPE GIRARDEAU
	 	Missouri
	 	3051 WILLIAM ST
	 	 	 	Mr. & Mrs. CLD Family Trust	 	 
	0749

	 	NORFOLK
	 	Virginia
	 	5930 VIRGINIA BEACH BLVD
	 	 	 	JANAF ASSOCIATES LTD PARTNERSHIP	 	 
	0750

	 	COLUMBUS
	 	Ohio
	 	5030 NORTH HIGH ST
	 	 	 	LBR LIMITED PARTNERSHIP	 	 
	0751

	 	WILMINGTON
	 	Delaware
	 	3660 CONCORD PIKE
	 	 	 	F.A. HOLDINGS, INC., A DELAWARE CORP.	 	 
	0752

	 	FREEPORT/LI
	 	New York
	 	210 EAST SUNRISE
HWY

	 	MEADOWBROOK COM	 	 KIOP Meadowbrook, L.P.	 	 
	0753

	 	BRISTOL
	 	Connecticut	 	594 FARMINGTON
AVE
	 	 	 	FEDERAL REALTY INVESTMENT TRUST	 	 
	0757

	 	BOCA RATON
	 	Florida	 	20655 LYONS RD
	 	 	 	BOCA PIER ASSOCIATES, LTD	 	 
	0758

	 	ORLAND
PARK
	 	Illinois
	 	15150 SOUTH LA GRANGE RD
	 	 	 	TDC Ravinia Plaza — Orland Park, L.L.C., an Illinois limited liab	 	 
	0761

	 	JACKSON
	 	Tennessee
	 	877 NORTH PARKWAY
	 	 	 	Realty Income Corporation	 	 
	0762

	 	CLAY
	 	New York
	 	4100 RTE 31
	 	 	 	Marketfair North LLC	 	 
	0763

	 	OAKHURST
	 	New Jersey
	 	2111 RTE 35 N
	 	 	 	ABAB Enterprises, a New Jersey general partnership	 	 
	0764

	 	NORWOOD
	 	Massachusetts
	 	1583 PROVIDENCE HWY
	 	 	 	ACCESS ROAD ASSOCIATES	 	 
	0765

	 	MESA
	 	Arizona
	 	1457 WEST SOUTHERN AVE, STE. 7
	 	 	 	Jackett Management, LLC et. al. (see below)	 	 
	0766

	 	SEBRING
	 	Florida
	 	760 U S 27 N
	 	 	 	Tedlyn, Inc. (see memo below)	 	 
	0767

	 	COLUMBIA
	 	South
Carolina
	 	250 HARBISON BLVD
	 	 	 	Realty Income Corporation	 	 
	0768

	 	ASHEVILLE
	 	North
Carolina
	 	876 BREVARD RD
	 	 	 	Robert H. Schwab, Trustee of the Robert and Louise Schwab Family*	 	 
	0772

	 	NASHVILLE
	 	Tennessee
	 	3730 HILLSBORO PIKE
	 	 	 	COLEMAN PARTNERS, A TENNESSEE GENERAL PARTNERSHIP	 	 
	0773

	 	SUNNYVALE
	 	California
	 	1255 WEST EL CAMINO
	 	 	 	Pier One, LLC	 	 
	0774

	 	BOWLING GREEN
	 	Kentucky
	 	2608 SCOTTSVILLE RD
	 	 	 	C & M PARTNERSHIP, A KENTUCKY GENERAL	 	 
	0775

	 	ABILENE
	 	Texas
	 	3950 SOUTH CLACK ST
	 	 	 	Realty Income Texas Properties, L.P.	 	 
	0776

	 	DAVENPORT
	 	Iowa
	 	900 WEST KIMBERLY RD
	 	 	 	Realty Income Corporation	 	 
	0778

	 	FORT WORTH
	 	Texas
	 	6006 CAMP BOWIE
	 	 	 	Santa Barbara Camp Bowie Partners	 	 
	0779

	 	SLIDELL
	 	Louisiana
	 	170 NORTH SHORE BLVD
	 	 	 	ACV Pier Slidell, LLC	 	 
	0780

	 	ALEXANDRIA
	 	Louisiana
	 	2235 SOUTH MACARTHUR DR
	 	 	 	Realty income Corporation	 	 
	0781

	 	SANTA MARIA
	 	California
	 	230 EAST BETTERAVIA RD
	 	 	 	Santa Maria (See memo below)	 	 
	0783

	 	ATLANTA
	 	Georgia
	 	3435 LENOX RD NE
	 	 	 	Across Lenox Associates, a Georgia general partnership	 	 
	0784

	 	SAN ANTONIO
	 	Texas
	 	11745 IH 10 W
	 	#410 BLDG 4
	 	Inland Western San Antonio Huebner Oaks Limited Partnership	 	 
	0786

	 	FORT WAYNE
	 	Indiana
	 	4224 COLDWATER RD
	 	 	 	ONECO, L.P., AN INDIANA LIMITED PARTNERS	 	 
	0787

	 	MIAMI
	 	Florida
	 	8415 SW 24TH ST
	 	 	 	COLUMBIA-BBB WESTCHESTER SHOPPING ASSOCIATES	 	 
	0790

	 	TOMS RIVER
	 	New Jersey
	 	621 BAY AVE
	 	 	 	SP Acquisition Associates, LLC, a Delaware limited liability
co.	 	 






 









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0791

	 	BARBOURSVILLE
	 	West
Virginia
	 	150 MALL RD
	 	 	 	Pier Barboursville, LLC, a West Virginia limited liability compan	 	 
	0792

	 	CHESAPEAKE
	 	Virginia
	 	4140 PORTSMOUTH BLVD
	 	 	 	Pantos Family LLC IX	 	 
	0793

	 	EAST HANOVER
	 	New Jersey
	 	375 RTE 10
	 	 	 	CAPITOL LIGHTING OF EAST HANOVER	 	 
	0794

	 	MONTGOMERYVILLE
	 	Pennsylvania
	 	801 HORSHAM RD
	 	P O BOX 428
	 	ADAMS MONTGOMERYVILLE ASSOCIATES, A PENNSYLVANIA GEN PARTNERSHIP	 	 
	0795

	 	BLASDELL
	 	New York
	 	3701 MCKINLEY PKWY
	 	BOX 1070 MCKINLEY
M
	 	BG McKinley II LLC, a New York limited liability company	 	 
	0796

	 	CHANDLER
	 	Arizona
	 	265 N FEDERAL ST
	 	 	 	Santana, et al (see memo below)	 	 
	0797

	 	NAPLES
	 	Florida
	 	5062 AIRPORT PULLING RD N
	 	 	 	DDR MDT Carillon Place LLC, a Delaware limited liability company	 	 
	0798

	 	HONOLULU
	 	Hawaii
	 	1108 AUAHI ST
	 	 	 	VICTORIA WARD, LIMITED	 	 
	0799

	 	LEWISV1LLE
	 	Texas
	 	2430 SOUTH STEMMONS FRWY
	 	 	 	Donald Parsons and Joyce Parsons as Tenants in Common and**	 	 
	0800

	 	NEW YORK
	 	New York
	 	71 FIFTH AVE
	 	 	 	71 FIFTH AVENUE COMPANY	 	 
	0802

	 	AVON
	 	Connecticut
	 	385 WEST MAIN ST
	 	UNIT A
	 	Shops at Dale Corner LLC	 	 
	0803

	 	SOUTHAMPTON
	 	New York
	 	54 MONTAUK HWY
	 	 	 	Long Island Resource Corp.	 	 
	0804

	 	CHARLOTTESVILLE
	 	Virginia
	 	805 GARDENS BLVD
	 	 	 	Castle Gardens Shopping Center, L.L.C., a Wisconsin limited liabi	 	 
	0805

	 	NEW YORK
	 	New York
	 	1550 THIRD AVE
	 	 	 	Allied Third Avenue, LLC	 	 
	0806

	 	MURFREESBORO
	 	Tennessee
	 	1971 OLD FORT PKWY
	 	 	 	DDR MDT Murfreesboro Towne Center LLC	 	 
	0808

	 	ROCKVILLE
	 	Maryland
	 	1590 ROCKVILLE PIKE
	 	 	 	ROCKVILLE PIKE PROPERTIES LIMITED PTNSHP	 	 
	0809

	 	TEMECULA
	 	California
	 	26415 YNEZ RD
	 	 	 	KIR Temecula, L.P., a California limited partnership	 	 
	0810

	 	NORTH LITTLE ROCK
	 	Arkansas
	 	2601 MCCAIN BLVD
	 	 	 	Lakewood Village Shopping Park, LLC, an Arkansas limited liabilit	 	 
	0812

	 	WAUWATOSA
	 	Wisconsin
	 	2545 NORTH MAYFAIR RD
	 	 	 	GP Wisconsin LLC	 	 
	0813

	 	CLOVIS
	 	California
	 	1055 SHAW AVE
	 	 	 	Clovis I, LLC & Cabrillo Park I, LLC	 	 
	0815

	 	PHILADELPHIA
	 	Pennsylvania
	 	187 FRANKLIN BLVD
	 	 	 	Benbrooke Franklin Partners, L.P.	 	 
	0816

	 	HILLSBORO
	 	Oregon
	 	2483 NW 185TH AVE
	 	 	 	Pan Pacific Retail Properties, Inc.	 	 
	0817

	 	FREDERICK
	 	Maryland
	 	1106 WEST PATRICK ST
	 	 	 	STOCKMAN, JAMES M.	 	 
	0818

	 	HARLINGEN
	 	Texas
	 	1106 S EXPRESSWAY 83
	 	 	 	Commercial Net Lease Realty, LP	 	 
	0819

	 	MATTESON
	 	IIlinois
	 	4249 WEST 211TH ST
	 	 	 	Pier Matteson Properties, LLC	 	 
	0821

	 	PITTSBURGH
	 	Pennsylvania
	 	843 FREEPORT RD
	 	 	 	WATERWORKS PHASE II	 	 
	0822

	 	SAN CLEMENTE
	 	California
	 	415 EAST AVENIDA PICO
	 	SUITE L
	 	Pico Pavilion, LLC	 	 
	0823

	 	ARLINGTON
	 	Texas
	 	4145 SOUTH COOPER ST
	 	 	 	Wathen Arlington, LLC	 	 
	0824

	 	PITTSFIELD
	 	Massachusetts
	 	555 HUBBARD AVE
	 	 	 	Berkshire Crossing Shopping Center LLC	 	 
	0827

	 	OTTAWA
	 	ON
	 	1163 ST LAURENT BLVD
	 	 	 	1248743 Ontario, Inc.	 	 
	0828

	 	MISSION VIEJO
	 	California
	 	28311 MARGUERITE PKWY
	 	 	 	Mission Viejo Town Center, L.P.	 	 
	0829

	 	BRANDON
	 	Florida
	 	2111 WEST BRANDON BLVD
	 	 	 	Realty Income Corporation, a Maryland Corp. d/b/a Realty Income	 	 
	0830

	 	BOGART
	 	Georgia
	 	3725 ATLANTA HWY 78
	 	 	 	LONDON REALTY, L.P.	 	 
	0831

	 	NORCROSS
	 	Georgia
	 	5795 JIMMY CARTER BLVD
	 	 	 	Ki Nyun Chung	 	 
	0832

	 	DOVER
	 	Delaware
	 	1231 NORTH DUPONT HWY
	 	 	 	Dover Mall Limited Partnership, a Delaware limited partnership	 	 
	0833

	 	VALENCIA
	 	California
	 	24445 WEST MAGIC MOUNTAIN PKWY
	 	 	 	JBC, et al (see memo below)	 	 
	0834

	 	NORTH CHARLESTON
	 	South
Carolina
	 	7643 NORTH RIVERS AVE
	 	 	 	North Rivers, LLC	 	 
	0835

	 	RICHFIELD
	 	Minnesota
	 	2900 WEST 66TH
ST
	 	 	 	Principal Life Insurance Company	 	 
	0836

	 	NASHUA
	 	New
Hampshire
	 	#2 NORTHWEST BLVD
	 	 	 	DEMOULAS SUPER MARKETS, INC.	 	 
	0837

	 	BLAINE
	 	Minnesota
	 	784 COUNTY ROAD 10 NE
	 	 	 	Northcourt Commons Retail, LLC, a Delaware limited liability comp	 	 
	0841

	 	DANBURY
	 	Connecticut
	 	1 SUGAR HOLLOW RD
	 	 	 	G & J Partners	 	 
	0842

	 	CHESTERFIELD
	 	Michigan
	 	51405 GRATIOT AVE
	 	 	 	Michaels at Chesterfield, L.L.C., a Michigan limited liability co	 	 
	0843

	 	FARGO
	 	North Dakota
	 	4330 13TH AVE SW
	 	 	 	Fred Vogel Properties III, LLC & Jill Vogel Properties III, LLC	 	 
	0844

	 	BURNSVILLE
	 	Minnesota
	 	1501 COUNTY RD 42 W
	 	 	 	AURORA INVESTMENTS, LLC	 	 
	0846

	 	EAST BRUNSWICK
	 	New Jersey
	 	269 RTE 18
	 	 	 	HARARY GROUP	 	 
	0848

	 	HYANNIS
	 	Massachusetts
	 	1070 RTE 132
	 	FESTIVAL AT
HYANNIS
	 	Festival of Hyannis, LLC, a Delaware limited liability company	 	 
	0849

	 	BLOOMINGTON
	 	Indiana
	 	849 AUTOMALL RD
	 	 	 	IIR Company	 	 
	0850

	 	CONCORD
	 	North
Carolina
	 	1237 CONCORD PRKWY NORTH
	 	 	 	JHM Properties LLC	 	 
	0852

	 	LAFAYETTE
	 	Louisiana
	 	5530 JOHNSTON ST
	 	 	 	Roquet LLC, a New York limited liability company	 	 
	0853

	 	HOLYOKE
	 	Massachusetts
	 	98 LOWER WESTFIELD RD
	 	 	 	Barowsky Real Estate, Inc.	 	 
	0854

	 	CHICAGO RIDGE
	 	Illinois
	 	9820 RIDGELAND
	 	 	 	AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO*	 	 
	0855

	 	COMSTOCK PARK
	 	Michigan
	 	3909 ALPINE AVE NW
	 	 	 	E.T.A. Partnership	 	 
	0856

	 	SCHAUMBURG
	 	Illinois
	 	1995 E GOLF RD
	 	 	 	Inland Woodfield Plaza, L.L.C.	 	 
	0858

	 	PHOENIX
	 	Arizona
	 	301 EAST BELL RD
	 	 	 	Bell Towne Centre Associates, LLC	 	 
	0861

	 	SAN RAFAEL
	 	California
	 	155 NORTHGATE ONE
	 	 	 	NORTHGATE PROPERTIES	 	 
	0863

	 	ROSEVILLE
	 	Minnesota
	 	2397 NORTH FAIRVIEW AVE
	 	 	 	Fairdate Shoppes, L.L.C., a Missouri limited liability company	 	 
	0865

	 	LONGVIEW
	 	Texas
	 	307 NW LOOP 281
	 	 	 	P. One Longview Investors, Inc.	 	 
	0866

	 	NASHUA
	 	New
Hampshire
	 	221 DANIEL WEBSTER HWY
	 	 	 	Unear Retail Nashua #1 LLC	 	 
	0867

	 	CHATTANOOGA
	 	Tennessee
	 	2130 HAMILTON PLACE BLVD
	 	 	 	John J. Charleston, Trustee of the John J. Charleston TrustOf1998	 	 
	0868

	 	COLORADO SPRINGS
	 	Colorado
	 	1893 SOUTH NEVADA AVE
	 	 	 	Southern Cross & Kim, Inc., a Colorado Corporation	 	 






 









 












	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated Open for
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Business Date
	0869

	 	CAMBRIDGE
	 	Massachusetts
	 	#ONE PORTER SQUARE
	 	ARCADE SHOPPING
CE
	 	Porter Square Equity Partners, LLC	 	 
	0870

	 	JACKSON
	 	Mississippi
	 	4300 ROBINSON RD
	 	 	 	MATTIACE PROPERTIES, INC.	 	 
	0871

	 	ERIE
	 	Pennsylvania
	 	5666 PEACH ST
	 	 	 	Realty Income Corporation	 	 
	0872

	 	SHREVEPORT

	 	Louisiana	 	9025 MANSFIELD RD
	 	 	 	Realty Income Corporation	 	 
	0874

	 	FEDERAL WAY

	 	Washington	 	2424 SOUTH 320TH ST
	 	 	 	FIR ASSOCIATES	 	 
	0878

	 	DECATUR
	 	Georgia
	 	3795 NORTH DRUID HILLS RD
	 	 	 	NATIONSBANK OF TEXAS, N.A. AS FIDUCIARY FOR ROMAR PARTNERSHIP TRU	 	 
	0879

	 	PLANO
	 	Texas
	 	741 CENTRAL EXPRESSWAY
	 	 	 	LYDA HUNT-CAROLINE TRUSTS	 	 
	0880

	 	RACINE
	 	Wisconsin
	 	2621 SOUTH GREEN BAY RD
	 	 	 	BR of Wisconsin 15, LLC	 	 
	0881

	 	DEPTFORD
	 	New Jersey
	 	301 NORTH ALMONESSON RD
	 	BLDG G-23
	 	ALMONESSON ASSOCIATES, LTD. PARTNERSHIP	 	 
	0882

	 	DELRAY BEACH
	 	Florida
	 	2975 SOUTH FEDERAL HWY
	 	 	 	MRCK Limited Partnership, a Connecticut limited partnership	 	 
	0886

	 	SPOKANE
	 	Washington
	 	14748 EAST INDIANA
	 	 	 	Spokane Mall L.L.C., a Delaware limited liability company	 	 
	0887

	 	ROCKFORD
	 	Illinois
	 	6325 EAST STATE ST
	 	 	 	Simon Property Group (Illinois), L.P.	 	 
	0888

	 	ROCHESTER
	 	Minnesota
	 	1201 SOUTH BROADWAY
	 	#16
	 	Crossroads Center Rochester	 	 
	0889

	 	SPRINGFIELD
	 	Illinois
	 	2691 VETERANS PKWY
	 	 	 	SIMON PROPERTY GROUP (ILLINOIS), L.P.	 	 
	0890

	 	BALTIMORE
	 	Maryland
	 	1809 REISTERSTOWN RD
	 	SUITE 103
	 	woodholme Properties Limited Partnership	 	 
	0892

	 	CLIVE
	 	Iowa
	 	8801 UNIVERSITY
AVE
	 	BLDG F
	 	Lyons Pier 1, L.L.C., a California limited liability company	 	 
	0893

	 	WICHITA
	 	Kansas
	 	4500 WEST KELLOGG
	 	 	 	Realty Income Corporation	 	 
	0895

	 	PITTSBURGH

	 	Pennsylvania	 	200 MCHOLME DR
	 	 	 	Montour Place, LLC	 	 
	0896

	 	BARRIE

	 	ON	 	70 BARRIE VIEW DR
	 	 	 	Well Grounded Developments Inc.	 	 
	0897

	 	BROSSARD
	 	QC
	 	5985 BOUL TASCHEREAU
	 	 	 	TRISAM CONSTRUCTION, INC.	 	 
	0898

	 	LONDON
	 	ON
	 	WELLINGTON SOUTHDALE PLAZA
	 	977 WELLINGTON RD
S
	 	Wellington Southdale Centre Inc.	 	 
	1000

	 	ORLANDO
	 	Florida
	 	525 N ALAFAYA TRL
	 	 	 	Simon Property Group, L.P.	 	 
	1001

	 	EDMONTON
	 	Alberta
	 	1910 99 STREET NW
	 	SOUTH EDMONTON CC
	 	RioKim Holdings (Alberta) Inc.	 	 
	1002

	 	CAMARILLO
	 	California
	 	135 W VENTURA BLVD
	 	SUITE B
	 	Levon Investments	 	 
	1003

	 	JONESBORO
	 	Arkansas
	 	2300 E HIGHLAND DR
	 	SUITE A
	 	Belz Burrow Crossroads Center, L.P.	 	 
	1004

	 	NORWALK
	 	Connecticut
	 	777 CONNECTICUT AVE
	 	 	 	51 Richards Avenue LLC	 	 
	1005

	 	GREENWOOD
	 	South
Carolina
	 	525 BYPASS 72 NW
	 	SUITE C
	 	Warner & Marbut, L.L.C.	 	 
	1006

	 	KERRVILLE
	 	Texas
	 	1304 JUNCTION HWY
	 	#100
	 	Amiran Capital Partners, L.P.	 	 
	1007

	 	FAIRVIEW HEIGHTS
	 	Illinois
	 	6101 N ILLINOIS ST
	 	 	 	Weingarten Realty Investors, a Texas real estate investment trust	 	 
	1008

	 	SHREWSBURY
	 	Pennsylvania
	 	606 SHREWSBURY COMMONS AVE
	 	 	 	Shrewsbury Commons Limited Partnership	 	 
	1009

	 	EDGEWATER
	 	New Jersey
	 	11 THE PROMENADE
	 	 	 	RREEF America Reit II Corp. HH, a
Maryland corporation o	 	 
	1010

	 	WICHITA
	 	Kansas
	 	1800 N ROCK ROAD
	 	SUITE 100
	 	BF Owner, L.L.C., a Kansas limited liability company	 	 
	1011

	 	HOMESTEAD
	 	Pennsylvania
	 	240 E WATERFRONT DR
	 	 	 	Broad & Wood Realty Corp.	 	 
	1012

	 	WEST BEND
	 	Wisconsin
	 	1225 W PARADISE DR
	 	 	 	Donald J. Ripp Family Limited Partnership, a Wisconsin limited pa	 	 
	1013

	 	FOND DU LAC
	 	Wisconsin
	 	516 N ROLLING MEADOWS DR
	 	 	 	Frontage Investments, Inc.	 	 
	1014

	 	BIRMINGHAM
	 	Alabama
	 	1616 GADSDEN HWY
	 	SUITE 100	 	Colonial Realty Limited Partnership	 	 
	1015

	 	FINDLAY
	 	Ohio
	 	1949 TIFFIN AVE
	 	SUITE 4
	 	Isaac Eastowne Findlay, Ltd.	 	 
	1016

	 	MUSKEGON
	 	Michigan
	 	5325 HARVEY ST
	 	 	 	Ramco Lakeshore LLC, a Delaware limited liability company	 	 
	1017

	 	FRISCO
	 	Texas
	 	3321 PRESTON RD
	 	 	 	BPR Shopping Center, L.P.	 	 
	1018

	 	SOUTH CHARLESTON
	 	West Virginia
	 	36 RHL BLVD
	 	 	 	THF ONC Two Development, L.L.C.	 	 
	1019

	 	EUGENE
	 	Oregon
	 	298 COBURG RD
	 	 	 	McKay Investment Company	 	 
	1020

	 	OSHKOSH
	 	Wisconsin
	 	1880 S KOELLER ST
	 	 	 	G & N Investments, LLC	 	 
	1021

	 	KOKOMO
	 	Indiana
	 	1429 S REED RD
	 	 	 	Simon Property Group, L.P.	 	 
	1022

	 	ROSEVILLE
	 	California
	 	1101 GALLERIA BLVD
	 	 	 	Galleria Boulevard, LLC	 	 
	1023

	 	FLEMINGTON
	 	New Jersey
	 	39 REAVILLE AVE
	 	 	 	Hunterdon Shopping Center Partners, LLC	 	 
	1024

	 	ROTTERDAM
	 	New York
	 	90 W CAMPBELL RD
	 	 	 	Aladin Properties, LLC	 	 
	1025

	 	HEATH
	 	Ohio
	 	617 HEBRON RD
	 	 	 	Southgate Partners, L.P.	 	 
	1026

	 	FOLSOM
	 	California
	 	2775 E BIDWELL ST
	 	SUITE 100
	 	Folsom Broadstone, Inc.	 	 
	1027

	 	CLEVELAND
	 	Tennessee
	 	331 PAUL HUFF PKWY NW
	 	 	 	PDQ Kenleon Tenn, LLC, a Tennessee limited liability company	 	 
	1028

	 	HOLMDEL
	 	New Jersey
	 	2130 STATE ROUTE 35
	 	 	 	Holmdel Commons, LLC	 	 
	1029

	 	BRAINTREE
	 	Massachusetts
	 	120 GRANITE ST
	 	 	 	Blake K. Palmer & Dorothy
Palmer ***	 	 
	1030

	 	MOREHEAD CITY
	 	North
Carolina
	 	5218 A HWY 70 W
	 	 	 	Carteret Commons, LLC	 	 
	1031

	 	WILLIAMSVILLE
	 	New York
	 	8420 TRANSIT RD
	 	 	 	WP Properties, LLC	 	 
	1032

	 	MARSHFIELD
	 	Wisconsin
	 	1927 N CENTRAL AVE
	 	 	 	Marsh Pier, LLC	 	 
	1033

	 	GLEN ALLEN
	 	Virginia
	 	9840 BROOK RD
	 	 	 	 Inland Southeast Creeks, LLC, a Delaware limited liability compan	 	 
	1034

	 	LA JOLLA
	 	California
	 	8657 VILLA LA JOLLA DR
	 	SUITE 221
	 	8650 Villa La Jolla, Inc.	 	 
	1035

	 	MIAMI
	 	Florida
	 	8615 SW 124TH AVE
	 	 	 	Kendall Village Associates, Ltd.	 	 
	1036

	 	LOUISVILLE
	 	 Kentucky
	 	4330 SUMMIT PLAZA DR
	 	 	 	Louisville Retail Company, L.L.C.	 	 
	1037

	 	COVINGTON
	 	Washington
	 	17051 SE 272ND ST
	 	SUITE 45
	 	GMS Realty, LLC	 	 
	1038

	 	WAUSAU
	 	Wisconsin
	 	3500 RIB MOUNTAIN DR
	 	 	 	BR of Wisconsin 31, LLC	 	 







 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Date
	1039

	 	BROOMFIELD
	 	Colorado
	 	211 EAST FLATIRON CIRCLE
	 	 	 	DDR Flatiron LLC, an Ohio limited liability company
	1040

	 	WESTPORT
	 	Connecticut
	 	1460 POST ROAD EAST
	 	 	 	Urstadt Biddle Properties Inc.
	1041

	 	SALISBURY
	 	North
Carolina
	 	395 FAITH ROAD
	 	ENNIS STREET
MARKE
	 	Heritage Property Investment Limited Partnership
	1042

	 	NAPLES
	 	Florida
	 	1000 IMMOKALEE RD #90
	 	 	 	Granada Shoppes Associates, Ltd.
	1043

	 	CALIFORNIA
	 	Maryland
	 	45098 WORTH AVE
	 	 	 	First Colony (E&A), LLC
	1044

	 	MCMINNVILLE
	 	Oregon
	 	2350 NE HIGHWAY 99W
	 	 	 	Cypress / McMinnvitle II, LP, a Delaware limited partnership
	1045

	 	WEBSTER
	 	New York
	 	1855 EMPIRE BLVD
	 	 	 	1855 Empire Blvd., LLC
	1046

	 	GREENVILLE
	 	South
Carolina
	 	3215 N PLEASANTBURG DR
	 	 	 	PL Cherrydale Point LLC
	1047

	 	PASO ROBLES
	 	California
	 	2169 THEATER DR
	 	 	 	Paso Robies Ventures LLC, a Delaware limited liability co
	1048

	 	EXTON
	 	Pennsylvania
	 	287 MAIN ST
	 	 	 	Main Street at Exton, L.P.
	1049

	 	ENCINO
	 	California
	 	17150 VENTURA BLVD
	 	 	 	Plaza Inv., a California limited partnership
	1050

	 	LEOMINSTER
	 	Massachusetts
	 	15 WATER TOWER PLAZA
	 	289 NORTH MAIN
STRE
	 	Heritage SPE LLC
	1051

	 	HARVEY
	 	Louisiana
	 	1629 WESTBANK EXPRESSWAY
	 	SUITE A
	 	Centre at Westbank LLC
	1052

	 	SAINT CLAIRSVILLE
	 	Ohio
	 	50850 VALLEY CENTRE BLVD
	 	 	 	THF St. Clairsville Parcel Poss, L.L.C., a Missouri limited liabi
	1053

	 	DALLAS
	 	Texas
	 	13710 DALLAS PKWY
	 	SUITE A
	 	Galleria Plaza, Ltd.
	1054

	 	COOKEVILLE
	 	Tennessee
	 	383 W JACKSON ST
	 	 	 	Jack H. Sells
	1055

	 	DECATUR
	 	Alabama
	 	809 BELTLINE RD SW
	 	 	 	English Village/SAV, LLC
	1056

	 	GLEN MILLS
	 	Pennsylvania
	 	975 BALTIMORE PIKE
	 	 	 	Brinton Land Development Associates, L.P.
	1057

	 	BOLINGBROOK
	 	Illinois
	 	155 N WEBBER RD
	 	 	 	The Landings Shopping Ctr, LLG
	1058

	 	PITTSBURGH
	 	Pennsylvania
	 	7219 B MCKNIGHT RD
	 	 	 	COFAL Partners, L.P.
	1059

	 	JEFFERSON CITY
	 	Missouri
	 	3535 MISSOURI BLVD
	 	#107
	 	MBI-Wildwood Crossing, L.L.C., a Missouri limited liability comp
	1060

	 	DU BOIS
	 	Pennsylvania
	 	220 COMMONS DR
	 	 	 	Cedar Dubois LLC, a Delaware limited liability company
	1061

	 	INDIANA
	 	Pennsylvania
	 	475 BEN FRANKLIN RD S
	 	SUITE 22
	 	Cedar Townfair Phase III, LLC, a Delaware limited liability compa
	1062

	 	INDIANAPOLIS
	 	Indiana
	 	6810 S EMERSON AVE
	 	SUITE A
	 	DAB Investments — Southgort Commons, LLC, an Indiana LLC
	1063

	 	TRACY
	 	California
	 	2790 N NAGLEE RD
	 	 	 	Tracy Mall Partners, L.P.
	1064

	 	KINGSTON
	 	ON
	 	646 GARDINERS RD
	 	#15
	 	RioTrin Properties (Kingston) Inc.
	1065

	 	WEYMOUTH
	 	Massachusetts
	 	765 BRIDGE ST
	 	 	 	PS Weymouth LLC
	1066

	 	BLOOMINGDALE
	 	Illinois
	 	398 W ARMY TRAIL RD
	 	#102
	 	Bioomingdale Square Limited Partnership
	1067

	 	ROCKY POINT
	 	New York
	 	291 ROUTE 25A
	 	 	 	Milrock, Inc.
	1068

	 	DEKALB
	 	Illinois
	 	2371 SYCAMORE RD
	 	#2371
	 	Sycamore Center DeKalb LLC
	1069

	 	HENDERSONVILLE
	 	North
Carolina
	 	88 HIGHLAND SQUARE DR
	 	 	 	Hendersonville (Highlands) WMS, LLC
	1070

	 	EVERETT
	 	Massachusetts
	 	15 MYSTIC VI EW RD
	 	UNIT H-3
	 	DDRC Gateway LLC
	1071

	 	LAS VEGAS
	 	Nevada
	 	9887 SOUTH EASTERN AVE
	 	 	 	Silverado Ranch Plaza, L.L.C., a Delaware limited liability compa
	1072

	 	ORO VALLEY
	 	Arizona
	 	10571 N ORACLE RD
	 	 	 	Barclay Group No. 10, Limited Partnership
	1073

	 	SAINT LOUIS
	 	Missouri
	 	1805 S BRENTWOOD BLVD
	 	 	 	Pace — Brentwood Partners, LLC
	1074

	 	CHINO
	 	California
	 	3881 GRAND AVE
	 	 	 	Vestar-Chino A, L.L.C., an Arizona limited parntership
	1075

	 	MONTREAL
	 	QC
	 	3220 RUE JEAN YVES
	 	 	 	RioTrin Properties (Kirkland) Inc.
	1076

	 	WINNIPEG
	 	Manitoba
	 	785 DAKOTA STREET
	 	UNIT 3
	 	St. Vital Square Ltd.
	1077

	 	MONTREAL
	 	QC
	 	5475 RUE DES JOCKEYS
	 	 	 	First Place, et al (see memo below)
	1078

	 	RICHMOND
	 	British
Columbia
	 	9771 BRIDGEPORT RD
	 	 	 	Airport Gateway Plaza Ltd.
	1079

	 	GOLDSBORO
	 	North
Carolina
	 	403 N BERKELEY BLVD
	 	 	 	K-2 Properties, LLC
	1080

	 	SELMA
	 	Texas
	 	8344 AGORA PARKWAY
	 	SUITE 100
	 	S A  Development Company, L.P.
	1081

	 	ROSSFORD
	 	Ohio
	 	9848 OLDE US 20
	 	 	 	Ramco Aubum Crossroads SPE, LLC
	1082

	 	CEDAR HILL
	 	Texas
	 	304 N HIGHWAY 67
	 	 	 	KRG Cedar Hill Plaza, L.P
	1083

	 	LAKE OZARK
	 	Missouri
	 	3975 JR PREWITT PARKWAY
	 	 	 	Prewitt’s Hwy 54 Enterprises, LLC
	1084

	 	TAMPA
	 	Florida
	 	128 SOUTH WESTSHORE BLVD
	 	 	 	Regency Centers, L.P.
	1085

	 	AIKEN
	 	South
Carolina
	 	2529 WHISKEY ROAD
	 	 	 	Inland Southeast Aiken Whiskey Road, L.L.C., a Delaware
limited I
	1086

	 	FULLERTON
	 	California
	 	1961 W MALVERN AVE
	 	 	 	Tigard, et al (see memo below)
	1087

	 	LITHONIA
	 	Georgia
	 	8114 MALL PARKWAY
	 	 	 	Inland Southeast Stonecrest, L.L.C., a Delaware limited liability
	1088

	 	ROGERS
	 	Arkansas
	 	475 N 46TH ST
	 	 	 	Tallgrass Development, Inc.
	1089

	 	PASADENA
	 	Texas
	 	5660 FAIRMONT PKWY
	 	 	 	KIR Pasadena II, L.P.
	1090

	 	HOWELL
	 	Michigan
	 	3477 E GRAND RIVER AVE
	 	 	 	Grand River/Oaks Associates, LLC
	1091

	 	ROCK HILL
	 	South
Carolina
	 	542 JOHN ROSS PKWY
	 	 	 	Southern Real Estate Company of Charlotte, Inc.
	1092

	 	MANASQUAN
	 	New Jersey
	 	2410 HIGHWAY 35
	 	 	 	Orchards at Wall, L.L.C.
	1093

	 	WELLINGTON
	 	Florida
	 	10510 W FOREST HILL BLVD
	 	 	 	Cedar Development, Ltd.
	1094

	 	MONTREAL
	 	QC
	 	1001 RUE DU MARCHE CENTRAL
	 	UNIT A-8
	 	bclMC Realty Corporation
	1095

	 	SAN ANTONIO
	 	Texas
	 	11625 BANDERA ROAD
	 	 	 	DDR DB SA Ventures LP
	1096

	 	REHOBOTH BEACH
	 	Delaware
	 	4561 HIGHWAY 1
	 	 	 	BPG Properties, L.L.C.
	1097

	 	KAMLOOPS
	 	British
Columbia
	 	1055 HILLSIDE DR
	 	 	 	Calloway REIT-Kamloops
	1098

	 	DEER PARK
	 	Illinois
	 	20530 N RAND RD
	 	SUITE 136
	 	DDR Deer Park Town Center LLC, an Ohio limited liability company

















 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	propid	 	city	 	state	 	address  1	 	address  2	 	Isr  name	 	Date
	1099

	 	WEST HARTFORD
	 	Connecticut
	 	1465 NEW BRITAIN AVE
	 	 	 	FW CT-Corbins Corner Shopping Center, LLC
	1101

	 	PETOSKEY
	 	Michigan
	 	1309 SPRING STREET
	 	SUITE 130
	 	Agree Limited Partnership
	1102

	 	SURREY
	 	British Columbia
	 	3091 152ND STREET
	 	UNIT 360
	 	Grosvenor Canada Limited (see memo below)
	1103

	 	ABBOTSFORD
	 	British Columbia
	 	32720 S FRASER WAY
	 	 	 	Penvest, et al (see memo below)
	1104

	 	SURPRISE
	 	Arizona
	 	13710 W BELL ROAD
	 	 	 	Surprise Towne Center, L.C.
	1105

	 	Ml NOT
	 	North Dakota
	 	100 28TH AVE SW
	 	 	 	Engen Eckmann
	1106

	 	SAINT GEORGE
	 	Utah
	 	329 SOUTH RIVER ROAD
	 	 	 	Rimrock Market Place, L.C.
	1107

	 	LYNCHBURG
	 	Virginia
	 	4024-B WARDS ROAD
	 	 	 	Inland Southeast Lynchburg, L.L.C., a Delaware limited liability
	1108

	 	CHRISTIANSBURG
	 	Virginia
	 	35 CONSTON AVENUE
	 	 	 	Heritage Spradlin SPE LLC
	1109

	 	CLARKSBURG
	 	West Virginia
	 	499 EMILY DRIVE
	 	 	 	THF Clarksburg Development One
	1110

	 	MATTHEWS
	 	North Carolina
	 	2315 MATTHEWS TOWNSHIP PARKWAY
	 	 	 	Inland Southeast Sycamore, LLC
	1111

	 	SPRINGFIELD
	 	New Jersey
	 	275 RTE 22 EAST
	 	 	 	POP Realty Corporation
	1112

	 	SHREWSBURY
	 	Massachusetts
	 	571 BOSTON TURNPIKE
	 	SUITE B
	 	Shrewsbury; KSI 481, LLC
	1113

	 	PAOLl
	 	Pennsylvania
	 	82 E LANCASTER AVE
	 	STORE 2A
	 	Paoli Shopping Center, L.P.
	1114

	 	MIDLOTHIAN
	 	Virginia
	 	4572 COMMONWEALTH CENTER PKWY
	 	 	 	Inland Southeast Commonwealth II, LLC
	1115

	 	LITTLETON
	 	Colorado
	 	7301 S SANTA FE DRIVE
	 	#710
	 	DDR Aspen Grove Lifestyle Center Properties, LLC, a Delaware limi
	1116

	 	DENVER
	 	Colorado
	 	2780 S COLORADO BLVD
	 	SUITE 306-A
	 	Black Cherry Limited Liability Company
	1117

	 	INDIANAPOLIS
	 	Indiana
	 	2902 WEST 86TH STREET
	 	SUITE 100
	 	USRP Willow West, LLC, a Delaware limited liability company
	1118

	 	DURHAM
	 	North Carolina
	 	1515 NORTH POINTE DRIVE
	 	#115
	 	North Pointe Development
Associates, L.P.
	1119

	 	EDMONTON
	 	Alberta
	 	13530 137TH AVENUE NW
	 	 	 	Skyview Equities, Inc.
	1120

	 	YPSILANTI
	 	Michigan
	 	3785 CARPENTER ROAD
	 	 	 	Valley View (Unit 6) LLC
	1121

	 	MONACA
	 	Pennsylvania
	 	135 WAGNER ROAD
	 	 	 	DDR MDT Monaca Township Marketplace, LLC
	1122

	 	EDMONTON
	 	Alberta
	 	17515 STONY PLAIN RD NW
	 	 	 	116863 Properties Ltd.
	1123

	 	MILFORD
	 	Connecticut
	 	98 TURNPIKE SQUARE
	 	 	 	Milford Associates
	1124

	 	VENTURA
	 	California
	 	4900 TELEPHONE ROAD
	 	 	 	Ventura Gateway, LLC
	1125

	 	BURLINGTON
	 	ON
	 	3230 FAIRVIEW STREET
	 	UNIT 2
	 	3230 Fairview Street (Burlington) Inc.
	1126

	 	LAKE CHARLES
	 	Louisiana
	 	302 W PRIEN LAKE ROAD
	 	 	 	BR of Wisconsin 36, LLC
	1127

	 	CUYAHOGA FALLS
	 	Ohio
	 	392 HOWE AVENUE
	 	 	 	Plaza Chapel Hill Co.
	1128

	 	HICKORY
	 	North Carolina
	 	1844 CATAWBA VALLEY BLVD SE
	 	 	 	Inland Western Hickory-Catawba, L.L.C., a Delaware limited liabil
	1129

	 	TUKWILA
	 	Washington
	 	17388 SOUTHCENTER PARKWAY
	 	 	 	KIR TUKWILA L.P.
	1130

	 	GLASTONBURY
	 	Connecticut
	 	2838 MAIN STREET
	 	 	 	Griswold Mall Associates Limited Partnership
	1131

	 	LANSING
	 	Michigan
	 	647 N MARKET PLACE BLVD
	 	 	 	BR of Wisconsin 5, LLC
	1132

	 	VACAVILLE
	 	California
	 	2070 HARBISON DRIVE
	 	 	 	R/M Vacaville, Ltd.
	1134

	 	DAPHNE
	 	Alabama
	 	6850 HIGHWAY 90
	 	SUITE A-8
	 	AIG Baker Daphne, LLC
	1135

	 	FOUNTAIN HILLS
	 	Arizona
	 	16815 EAST SHEA BLVD
	 	SUITE 125
	 	Inland Western Fountain Hills Four Peaks, L.L.C.
	1136

	 	NEWBURGH
	 	New York
	 	1255 ROUTE 300
	 	 	 	Newburgh Crossing, LLC, a New York limited liability company
	1137

	 	EL CERRITO
	 	California
	 	7000 EL CERRITO PLAZA
	 	 	 	William Edwards Family, L.P.
	1138

	 	LISBON
	 	Connecticut
	 	160 RIVER ROAD
	 	SUITE A190
	 	Lisbon Landing LLC
	1139

	 	HAMILTON
	 	New Jersey
	 	150 MARKETPLACE BLVD
	 	 	 	JDN Real Estate — Hamilton, L.P., a Georgia limited partnership
	1140

	 	ASHEVILLE
	 	North Carolina
	 	100 RIVER HILLS RD
	 	 	 	River Hills Shops, LLC
	1141

	 	FOLEY
	 	Alabama
	 	2863 S MCKENZIE ST
	 	 	 	Pier 1 Foley, AL, LLC
	1142

	 	LANSING
	 	Michigan
	 	2917 PREYDE BLVD
	 	 	 	Inland Western Lansing Eastwood, L.L.C. , a Delaware limited liabi
	1143

	 	LA GRANGE
	 	Illinois
	 	15 N LA GRANGE ROAD
	 	 	 	Triangle Partners East, L.L.C.
	1144

	 	EASTON
	 	Maryland
	 	219 MARLBORO AVE
	 	 	 	Mears Properties LLC
	1145

	 	RICHMOND
	 	Virginia
	 	11401 MIDLOTHIAN TURNPIKE
	 	 	 	BR of Wisconsin 28, LLC
	1146

	 	ANJOU
	 	QC
	 	7151 BOUL DES ROSERAIES
	 	 	 	First Capital (Anjou) Corporation Inc.
	1147

	 	BURLESON
	 	Texas
	 	1107 N BURLESON BLVD
	 	 	 	EE Burleson, L.P., a Delaware limited partnership
	1148

	 	SOUTH ELGIN
	 	Illinois
	 	358 RANDALL ROAD
	 	 	 	Geneva Exchange Fund XXV, LLC
	1149

	 	ROSEMERE
	 	QC
	 	20A BOUTHILLIER BLVD
	 	 	 	9045 — 4737 Quebec, Inc.
	1150

	 	GIG HARBOR
	 	Washington
	 	5160 BORGEN BLVD
	 	 	 	SHDP Associates, LLC
	1151

	 	BOSSIER CITY
	 	Louisiana
	 	2001 AIRLINE DRIVE
	 	SUITE 135
	 	Texas Street, LLC
	1153

	 	TURLOCK
	 	California
	 	2901 COUNTRYSIDE DRIVE
	 	 	 	Monte Vista Crossings, LLC
	1154

	 	NORTH VANCOUVER
	 	British Columbia
	 	1595 MARINE DRIVE
	 	 	 	Zephyr Holdings Ltd.
	1155

	 	MCHENRY
	 	Illinois
	 	2328 N RICHMOND RD
	 	 	 	Rubloff McHenry East, L.L.C.
	1156

	 	WARNER ROBINS
	 	Georgia
	 	2622 WATSON BLVD
	 	SUITE A
	 	Inland Southeast City Crossing, L.L.C., a Delaware corporation
	1157

	 	FRANKFORT
	 	Kentucky
	 	1303 US 127 SOUTH
	 	SUITE 305
	 	MCW-RC KY-Franklin, LLC, a Delaware limited liability company
	1158

	 	PRESCOTT
	 	Arizona
	 	3250 GATEWAY BLVD
	 	SUITE 440
	 	TWC II -Prescott Mall, LLC
	1159

	 	SALEM
	 	Oregon
	 	803 LANCASTER DR NE
	 	 	 	Lancaster Development Company, LLC
	1160

	 	WYOMING
	 	Michigan
	 	4950 WILSON AVE SW
	 	SUITE 30
	 	Wilsontown, L.L.C.
	1161

	 	WILMINGTON
	 	North Carolina
	 	6885 MAIN STREET
	 	 	 	Mayfaire Retail, LLC






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	Propid	 	city	 	state	 	address  1	 	address  2	 	Isr  name	 	Date
	1162

	 	VIRGINIA BEACH
	 	Virginia
	 	1169 NIMMO PARKWAY
	 	SUITE 218
	 	Lake Gem II, LLC	 	 
	1163

	 	SANTEE
	 	California
	 	9820 MISSION GORGE ROAD
	 	 	 	Vestar/Kimco Santee, L.P., a California limited partnership	 	 
	1164

	 	POCATELLO
	 	Idaho
	 	4150 YELLOWSTONE AVE
	 	 	 	Cobblestone Creek LLC, a Utah limited liability company	 	 
	1165

	 	HUNTERSVILLE
	 	North

Carolina
	 	8805 TOWNLEY ROAD
	 	 	 	Inland Southeast Birkdale, LLC, a Delaware limited

liability comp	 	 
	1166

	 	FLOWOOD
	 	Mississippi
	 	279 DOGWOOD BLVD
	 	 	 	The 1991 Wistrom Family Trust	 	 
	1167

	 	BAKERSFIELD
	 	California
	 	9030 ROSEDALE HWY
	 	 	 	Northwest Target, LLC	 	 
	1168

	 	WINDSOR
	 	ON
	 	4315 WALKER ROAD
	 	 	 	1068595 Ontario Inc.	 	 
	1169

	 	LOS GATOS
	 	California
	 	636 BLOSSOM HILL RD
	 	 	 	Wm. Sing Mock ( see memo below)	 	 
	1170

	 	ANKENY
	 	Iowa
	 	1965 SE DELAWARE AVE
	 	 	 	BR of Wisconsin 42, LLC	 	 
	1171

	 	NORTH OLMSTED
	 	Ohio
	 	25953 GREAT NORTHERN SHOP CTR
	 	 	 	DDR MDT Great Northern LLC, a Delaware limited liability company	 	 
	1172

	 	NORTH BRUNSWICK
	 	New Jersey
	 	1345 ROUTE 1
	 	 	 	North Brunswick Shopping Plaza Associates LLC	 	 
	1173

	 	CAPITOLA
	 	California
	 	3825 CLARES STREET
	 	 	 	Capitola Roth Investments, a California limited liability company	 	 
	1174

	 	LAGUNA NIGUEL
	 	California
	 	32411 GOLDEN LANTERN
	 	SUITE J-P
	 	Ocean Ranch II, LLC	 	 
	1175

	 	MARKHAM
	 	ON
	 	3135 HIGHWAY 7
	 	 	 	Woodside Developments Inc. (see memo below)	 	 
	1176

	 	KELSO
	 	Washington
	 	421 THREE RIVERS DRIVE
	 	 	 	Price Development Company L.P.	 	 
	1177

	 	WENATCHEE
	 	Washington
	 	1304 NORTH MILLER STREET
	 	 	 	Valley North Capital, LLC	 	 
	1178

	 	OREM
	 	Utah
	 	360 E UNIVERSITY PKWY
	 	 	 	GGP-UC L.L.C., a Delaware limited liability company	 	 
	1179

	 	REDDING
	 	California
	 	1120 HILLTOP DRIVE
	 	 	 	Robert W. Dewey, et al (see memo below)	 	 
	1180

	 	FLORENCE
	 	Alabama
	 	388 COX CREEK PARKWAY
	 	 	 	Inland Southeast Cox Creek, LLC	 	 
	1181

	 	HOUSTON
	 	Texas
	 	1172 FRY ROAD
	 	 	 	Equity (Texas) One Westgate LP, a Texas limited partnership	 	 
	1182

	 	FLANDERS
	 	New Jersey
	 	30 INTERNATIONAL DR SOUTH
	 	SUITE F2
	 	AIG Baker Mount Olive, LLC	 	 
	1183

	 	DENVILLE
	 	New Jersey
	 	3056 STATE ROUTE 10
	 	SUITE B
	 	The Shoppes at Union Hill, LLC	 	 
	1184

	 	FENTON
	 	Missouri
	 	160 GRAVOIS BLUFF CIRCLE
	 	SUITE B
	 	Gravois Bluffs South 6-G5, L.L.C.	 	 
	1185

	 	COLUMBUS
	 	Georgia
	 	5555 WHITTLESEY BLVD
	 	SUITE 1600
	 	Columbus Park Crossing, LLC	 	 
	1186

	 	NOVATO
	 	California
	 	108 VINTAGE WAY
	 	B-1
	 	The Trustees under the Will (see memo below)	 	 
	1187

	 	MANAHAWKIN
	 	New Jersey
	 	601 WASHINGTON AVE
	 	SUITE I
	 	AC I Manahawkin LLC, a Delaware limited liability company	 	 
	1188

	 	KANATA
	 	ON
	 	501 EARL GREY DRIVE
	 	 	 	EPR North Trust	 	 
	1189

	 	CHEEKTOWAGA
	 	New York
	 	1740 WALDEN AVE
	 	SUITE 300
	 	DDR MDT Walden Consumer Square LLC, a Delaware limited

liability	 	 
	1190

	 	WASHINGTON
	 	Pennsylvania
	 	351 WASHINGTON ROAD
	 	 	 	Gustine Washington Associates, Ltd.	 	 
	1191

	 	MONCTON
	 	New Brunswick
	 	175 TRINITY DR
	 	UNIT 1
	 	Riotrin Properties (Moncton), Inc.	 	 
	1192

	 	HEMET
	 	California
	 	2999 W FLORIDA AVE
	 	 
	 	Hemet Village, et. al. (see memo below)	 	 
	1193

	 	CHARLOTTE
	 	North Carolina
	 	5335 BALLANTYNE COMMONS

PKWY
	 	SUITE F
	 	Promenade Shopping Center, LLC	 	 
	1194

	 	LARGO
	 	Maryland
	 	900 CAPITAL CENTER BLVD
	 	UNIT A
	 	Capital Centre LLC	 	 
	1195

	 	MODESTO
	 	California
	 	3801 PELANDALE AVE
	 	#F-1
	 	Northpointe Modesto I, LLC	 	 
	1196

	 	LEES SUMMIT
	 	Missouri
	 	1712 NW CHIPMAN ROAD
	 	 	 	R.E.D. Capital Holdings of Lee’s Summit, LLC	 	 
	1197

	 	HALIFAX
	 	Nova
	 	7010 MUMFORD ROAD
	 	UNIT B4-2
	 	OPB Realty Inc.	 	 
	 

	 	 	 	Scotia	 	 	 	 	 	 	 	 
	1198

	 	SILVER SPRING
	 	Maryland
	 	8510 FENTON STREET
	 	 	 	PFA-B Silver Spring, LC	 	 
	1199

	 	GREENVILLE
	 	North

Carolina
	 	714 SE GREENVILLE BLVD
	 	SUITE NW-12
	 	Colonial Realty Limited Partnership	 	 
	1200

	 	LACHENAIE
	 	QC
	 	460 MONTEE DES PIONNIERS
	 	 	 	Centrefund (Lachenaie) Corporation	 	 
	1201

	 	WATERFORD
	 	Connecticut
	 	915 HARTFORD TURNPIKE
	 	SUITE A3
	 	Galileo CMBS T2 LLC, a Delaware limited liability company	 	 
	1202

	 	SAN DIEGO
	 	California
	 	5171 MISSION CENTER ROAD
	 	SUITE B-3
	 	PITV, L.P.	 	 
	1203

	 	SAINT JEROME
	 	QC
	 	1085 JEAN-BAPTISTE ROLLAND
	 	OUEST
	 	Alexis Nihon .... (see memo below)	 	 
	1204

	 	BUTLER
	 	Pennsylvania
	 	310 BUTLER COMMONS
	 	 	 	Butler Retail Associates, L.L.C.	 	 
	1205

	 	YOUNGSTOWN
	 	Ohio
	 	550 BOARDMAN POLAND ROAD
	 	 	 	V & V 224 Limited	 	 
	1206

	 	REGINA
	 	Saskatchewan
	 	2030 PRINCE OF WALES DRIVE
	 	BUILDING H
	 	First Willow Developments Limited	 	 
	1207

	 	GUMMING
	 	Georgia
	 	1505 MARKET PLACE BLVD
	 	 	 	Adamson Street Properties, L.L.P., a Georgia limited liability pa	 	 
	1208

	 	LONG BEACH
	 	California
	 	7641 CARSON BLVD
	 	 	 	CREA/PPC Long Beach Towne Center PO, LLC, a Delaware limited liab	 	 
	1209

	 	PHOENIX
	 	Arizona
	 	21001 N TATUM BLVD
	 	SUITE 52
	 	Vestar DRM-OPCO, LLC	 	 
	1210

	 	RED DEER
	 	Alberta
	 	UNIT 189
	 	2004-50TH AVE
	 	Southpointe Common Corp.	 	 
	1211

	 	HOUSTON
	 	Texas
	 	13762 NORTHWEST FREEWAY
	 	 	 	Northwest MP, L.P.	 	 
	1212

	 	HENDERSON
	 	Nevada
	 	535 N STEPHANIE ST
	 	 	 	HIP Stephanie, LLC	 	 
	1213

	 	HUNTSVILLE
	 	Alabama
	 	2750 CARL T JONES DRIVE
	 	SUITE 900
	 	Jones Farm South, LLC	 	 
	1214

	 	ATLANTA
	 	Georgia
	 	3101 COBB PARKWAY
	 	SUITE 100
	 	Parkway Pointe Development, LLC	 	 
	1215

	 	MCDONOUGH
	 	Georgia
	 	1784 JONESBORO RD
	 	 	 	Inland Western McDonough Henry
Town, L.L.C.	 	 
	1216

	 	MISSISSAUGA
	 	ON
	 	3135 ARGENTIA RD #4
	 	 	 	W.C. — 401 Developments Limited	 	 
	1217

	 	ORANGE
	 	California
	 	763 S MAIN STREET
	 	SUITE 150
	 	Schiffman, et al (see memo below)	 	 
	1218

	 	NEW HARTFORD
	 	New York
	 	4799 COMMERCIAL DRIVE
	 	 	 	BG New Hartford LLC, a New York limited liability company	 	 
	1219

	 	GREENSBORO
	 	North

Carolina
	 	3116 NORTHLINE AVE
	 	 	 	Starmount Company	 	 
	1220

	 	RIVERDALE
	 	Utah
	 	1087 W RIVERDALE ROAD
	 	 	 	Riverdale Retail Associates, L.C.	 	 
	1221

	 	SAINT DOROTHEE LAVAL
	 	QC
	 	870 AUTOROUTE CHOMEDEY
	 	 	 	3412237 Canada, Inc.**	 	 







 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Date
	1222

	 	GREENSBORO
	 	North
Carolina
	 	1210-C BRIDFORD PARKWAY
	 	 	 	Heritage Property Investment Limited Partnership	 	 
	1223

	 	CARTERSVILLE
	 	Georgia
	 	445 CHEROKEE PLACE
	 	 	 	Cherokee Main Street, LLC, a Georgia limited liability company	 	 
	1224

	 	SARATOGA SPRINGS
	 	New York
	 	3078 STATE ROUTE 50
	 	 	 	The Shoppes at Wilton, LLC	 	 
	1225

	 	ST AUGUSTINE
	 	Florida
	 	330 CBL DRIVE
	 	 	 	Cobblestone Village at St. Augustine, LLC	 	 
	1226

	 	EDMOND
	 	Oklahoma
	 	1350 E 2ND STREET
	 	 	 	EUP II, LLC	 	 
	1227

	 	AURORA
	 	Colorado
	 	100 SOUTH ABILENE STREET
	 	UNIT A
	 	Weingarten/Miller/Aurora II LLC, a Colorado limited liability com	 	 
	1228

	 	AVON
	 	Ohio
	 	35948 DETROIT ROAD
	 	 	 	First Interstate Avon, Ltd.	 	 
	1229

	 	SASKATOON
	 	Saskatchewan
	 	121-1715 PRESTON
	 	AVENUE NORTH
	 	Preston Crossing Properties Inc.	 	 
	1230

	 	KANSAS CITY
	 	Missouri
	 	8600 WARD PARKWAY
	 	SUITE 405
	 	Coventry II DDR Ward Parkway LLC, a Delaware limited liability co	 	 
	1231

	 	DUBUQUE
	 	Iowa
	 	2531 NW ARTERIAL
	 	 	 	Asbury Dubuque, L.L.C.	 	 
	1232

	 	VALPARAISO
	 	Indiana
	 	150 SILHAVY ROAD
	 	SUITE 110
	 	WISPO, LLC, a Wisconsin limited liability company	 	 
	1233

	 	LINCOLN
	 	Nebraska
	 	2950 PINE LAKE ROAD
	 	SUITE C
	 	R.E.D. Capital Management, L.L.C., a Kansas limited liability co.	 	 
	1234

	 	PENSACOLA
	 	Florida
	 	4970 BAYOU BLVD
	 	 	 	Fed V, L.L.C.	 	 
	1235

	 	ITHACA
	 	New York
	 	722 SOUTH MEADOW STREET
	 	SUITE 1200
	 	Buffalo-Ithaca Associates I LLC	 	 
	1236

	 	QUEBEC CITY
	 	QC
	 	1450 BLVD LEBOURGNEUF
	 	 	 	Iberville Developments Limited, a Canadian corporation	 	 
	1237

	 	COMMACK
	 	New York
	 	118 VETERANS MEMORIAL HWY
	 	 	 	LNT, Inc.	 	 
	1238

	 	NOBLESVILLE
	 	Indiana
	 	17070 MERCANTILE BLVD
	 	 	 	Inland Southeast Stony Creek, L.L.C., a Delaware limited liabilit	 	 
	1239

	 	PLANTATION
	 	Florida
	 	12160 WEST SUNRISE BLVD
	 	 	 	SCPIantation, et al. (see memo below)	 	 
	1240

	 	NORCROSS
	 	Georgia
	 	5145 PEACHTREE PARKWAY
	 	SUITE 455
	 	Fourth Quarter Properties XIX, LLC, a Georgia limited liability	 	 
	1241

	 	KNOXVILLE
	 	Tennessee
	 	11130 PARKSIDE DR
	 	 	 	Inland Southeast Turkey Creek II, L.L.C., a Delaware limited liab	 	 
	1242

	 	MIAMI BEACH
	 	Florida
	 	1130 5TH STREET
	 	 	 	Gateway Development Corp.	 	 
	1243

	 	GOODYEAR
	 	Arizona
	 	1442 N LITCHFIELD ROAD
	 	 	 	PVPW Corp., a Delaware corporation	 	 
	1244

	 	FLOWER MOUND
	 	Texas
	 	6101 LONG PRAIRIE ROAD
	 	SUITE 450
	 	SFERS Real Estate Corp. MM	 	 
	1245

	 	STOCKTON
	 	California
	 	760 W HAMMER LANE
	 	 	 	Watt-Elkhom Center, a California general partnership	 	 
	1246

	 	ACTON
	 	Massachusetts
	 	45 GREAT ROAD
	 	SUITE 15
	 	Farm Hill Mall, L.P.	 	 
	1247

	 	MOORESVILLE
	 	North
Carolina
	 	598 RIVER HIGHWAY
	 	SUITE E
	 	Inland Southeast Winslow Bay, L.L.C., a Delaware limited
liabilit	 	 
	1248

	 	DENTON
	 	Texas
	 	1800 S. LOOP 288, STE. 360
	 	 	 	Inland Western Denton Crossing Limited Partnership	 	 
	1249

	 	HIRAM
	 	Georgia
	 	4794 JIMMY LEE SMITH PARKWAY
	 	SUITE 126
	 	Inland Southeast Hiram, L.L.C., a Delaware limited liability comp	 	 
	1250

	 	SUDBURY
	 	ON
	 	1400 MARCUS DRIVE
	 	 	 	RioKim Holdings (Ontario) Inc.	 	 
	1251

	 	FEASTERVILLE
	 	Pennsylvania
	 	120 EAST STREET ROAD
	 	 	 	Feasterville Realty Associates, LP	 	 
	1252

	 	DURHAM
	 	North
Carolina
	 	6807 FAYETTEVILLE RD
	 	SUITE 102
	 	Renaissance Fayetteville Road LLC	 	 
	1253

	 	LAS VEGAS
	 	Nevada
	 	8945 W CHARLESTON BLVD
	 	 	 	Crossroads Commons, Ltd., L.L.C., a Nevada limited liability co.	 	 
	1254

	 	GRANGER
	 	Indiana
	 	405 UNIVERSITY DRIVE E
	 	 	 	Inland Real Estate University Commons, L.L.C., a Delaware limited	 	 
	1255

	 	HOUSTON
	 	Texas
	 	2411 POST OAK BLVD
	 	 	 	WMJK Ltd., a Texas limited partnership	 	 
	1256

	 	MIAMI
	 	Florida
	 	10600 NW 19TH STREET
	 	 	 	Inland Western Miami 19th Street, LLC	 	 
	1257

	 	HANOVER
	 	Maryland
	 	7651 ARUNDEL MILLS BLVD
	 	 	 	BR of Wisconsin 34, LLC, a Wisconsin limited liability company	 	 
	1258

	 	COLUMBUS
	 	Ohio
	 	1320 POLARIS PARKWAY
	 	 	 	PFP Columbus, LLC, a Delaware limited liability company	 	 
	1259

	 	FENTON
	 	Michigan
	 	15250 SILVER PARKWAY
	 	 	 	Royal Oak/Woodward Associates, L.L.C., a Michigan limited liabili	 	 
	1260

	 	LAS VEGAS
	 	Nevada
	 	2590 S DECATUR BLVD
	 	SUITE F
	 	Pan Pacific Retail Properties, Inc., a Maryland corporation	 	 
	1261

	 	GLENVIEW
	 	Illinois
	 	2331 WILLOW ROAD
	 	 	 	PERA Willow Creek, Inc., a Delaware corporation	 	 
	1262

	 	LOMBARD
	 	Illinois
	 	2830 S HIGHLAND AVE
	 	 	 	Butterfield-Higbland 1031, L.L.C.,
a Delaware limited liability c	 	 
	1263

	 	UNIVERSITY HEIGHTS
	 	Ohio
	 	14060 CEDAR ROAD
	 	SUITE 184
	 	Inland Western University Heights
University Square, L.L.C.	 	 
	1264

	 	ORLANDO
	 	Florida
	 	4600 MILLENIA PLAZA WAY
	 	 	 	PL Millenia Plaza II LLC	 	 
	1265

	 	PEARLAND
	 	Texas
	 	3113 SILVERLAKE VILLAGE DR
	 	 	 	LMR Silverlake Retail Partners, Ltd., a Texas limited partnership	 	 
	1266

	 	WINTER HAVEN
	 	Florida
	 	700 3RD STREET SW
	 	440 CITI CENTRE
	 	Winter Haven Citi Centre, LLC, a Florida limited liability compan	 	 
	1267

	 	PALM DESERT
	 	California
	 	72359 HIGHWAY 111
	 	 	 	PRU/Desert Crossing III, LLC	 	 
	1268

	 	SHERWOOD PARK
	 	Alberta
	 	2020 SHERWOOD DRIVE
	 	UNIT 12
	 	Sherwood Park Mall Limited, an Ontario corporation	 	 
	1269

	 	CALGARY
	 	Alberta
	 	3221 SUNRIDGE WAY
	 	SUITE 700
	 	Anterra Sunridge Power Centre Ltd., an Alberta corporation	 	 
	1270

	 	GARNER
	 	North Carolina
	 	230 SHENSTONE BLVD
	 	 	 	Garner Retail SPE, LLC, a Delaware limited liability company	 	 
	1271

	 	ALTAMONTE SPRINGS
	 	Florida
	 	303 EALTAMONTE DRIVE
	 	#1300
	 	The Price Reit Renaissance
Partnership, L.P., a California L.P.	 	 
	1272

	 	NANAIMO
	 	British
Columbia
	 	6660 MARY ELLEN DR
	 	 	 	Ivanhoe Cambridge II Inc., a Ontarion corporation	 	 
	1273

	 	WEST CHESTER
	 	Ohio
	 	7676 VOICE OF AMERICA DRIVE
	 	 	 	VOA I Development Company, LLC	 	 
	1274

	 	MASSAPEQUA PARK
	 	New York
	 	5220 SUNRISE HIGHWAY
	 	 	 	Sunrise Promenade Associates	 	 
	1275

	 	RALEIGH
	 	North Carolina
	 	8391 BRIER CREEK PARKWAY
	 	 	 	Brier Creek Commons, LLC, a North Carolina limited liability comp	 	 
	1276

	 	JERSEY CITY
	 	New Jersey
	 	125 18TH STREET
	 	 	 	NC Community Center Associates, General Partner	 	 
	1277

	 	VIERA
	 	Florida
	 	7201 SHOPPES DRIVE
	 	SUITE 117
	 	Inland Western Viera Lake Andrew	 	 
	1278

	 	CENTRAL VALLEY
	 	New York
	 	9 CENTRE DRIVE
	 	 	 	Woodbury Development Associates, LLC, a NY limited liability co.	 	 
	1279

	 	SHAWNEE
	 	Kansas
	 	15300 SHAWNEE MISSION PARKWAY
	 	 	 	THF Shawnee Station, LLC, a Missouri limited liability company	 	 
	1280

	 	VALLEJO
	 	California
	 	121 PLAZA DRIVE
	 	SUITE 501
	 	Centro Watt Operating Partnership, LLC, a Delaware limited liabil	 	 
	1281

	 	COEUR D’ALENE
	 	Idaho
	 	410 W WILBUR AVE
	 	 	 	Glacier 400 Wilbur LLC, a Idaho limited liability company	 	 






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Date
	1282

	 	MARQUETTE
	 	Michigan
	 	3155 US HIGHWAY 41 WEST
	 	 	 	CTJ-Marquette, L.L.C., a Michigan limited liability comapny	 	 
	1283

	 	ANCASTER
	 	ON
	 	737 GOLF LINKS RD
	 	UNIT 6
	 	Numeadowland Properties, Inc., a Ontario corporation	 	 
	1284

	 	HOWELL
	 	New Jersey
	 	4759 ROUTE 9 NORTH
	 	 	 	BFW/Howell Associates, LLC, a New
Jersey limited liability co.	 	 
	1285

	 	ROME
	 	Georgia
	 	1438 TURNER MCCALL BLVD SW
	 	 	 	River Root Partners, LLC, a Georgia limited partnership	 	 
	1286

	 	VANCOUVER
	 	British
Columbia
	 	2326 WEST 41ST AVENUE
	 	 	 	Branku Holding Ltd.	 	 
	1287

	 	AUGUSTA
	 	Maine
	 	12 STEPHEN KING DR
	 	SUITE 3
	 	Capital Augusta Properties, LLC, a
Delaware limited liability co.	 	 
	1288

	 	PORT COQUITLAM
	 	British
Columbia
	 	2755 LOUGHEED HWY
	 	UNIT 8
	 	TGS Trust	 	 
	1289

	 	KALISPELL
	 	Montana
	 	2375 US HIGHWAY 93 NORTH
	 	 	 	Mountain View, L.P. , a Montana limited partnership	 	 
	1290

	 	TAMPA
	 	Florida
	 	17512 DONA MICHELLE DR
	 	SUITE A
	 	BB Downs, LLC, a Florida limited liability company	 	 
	1291

	 	TAMPA
	 	Florida
	 	6907 GUNN HWY
	 	 	 	Centre Point II at Citrus, L.C., a
Florida limited liability co.	 	 
	1292

	 	KANSAS CITY
	 	Missouri
	 	1011 W 136TH STREET
	 	 	 	Inland Western Kansas City Stateline, L.L.C.	 	 
	1293

	 	CHESAPEAKE
	 	Virginia
	 	1232 GREENBRIER PARKWAY
	 	 	 	CP Venture Two, LLC, a Delaware limited liability company	 	 
	1294

	 	EDEN PRAIRIE
	 	Minnesota
	 	574 PRAIRIE CENTER DRIVE
	 	SUITE 165
	 	Tower Square Shopping Center Minneapolis, MN. Limited Partnership	 	 
	1295

	 	SPARTANBURG
	 	South
Carolina
	 	120 DORMAN CENTRE DRIVE
	 	SUITE 120-B
	 	Inland Western Spartanburg, LLC, a Delaware limited
liability com	 	 
	1296

	 	GERMANTOWN
	 	Wisconsin
	 	N96W18768 COUNTY LINE ROAD
	 	 	 	Germantown Plaza, LLC, a Wisconsin limited liability company	 	 
	1297

	 	COLORADO SPRINGS
	 	Colorado
	 	1685 BRIARGATE PKWY
	 	SUITE 311
	 	CS Lifestyle Center, LLC	 	 
	1298

	 	FAIRFIELD
	 	Connecticut
	 	2264 BLACK ROCK TURNPIKE
	 	 	 	Lake Hills Shopping Center, LLC	 	 
	1299

	 	THORNTON
	 	Colorado
	 	1201 EAST 120TH AVENUE
	 	 	 	Weingarten/Miller/Thorncreek II LLC	 	 
	1300

	 	WATAUGA
	 	Texas
	 	7608 DENTON HWY
	 	SUITE 316
	 	Inland Western Watauga Limited
Partnership, an Illinois limited p	 	 
	1301

	 	COLUMBIA
	 	South
Carolina
	 	10136 TWO NOTCH RD
	 	SUITE 107C
	 	Equity One (Sparkleberry Phase II) Inc., a South Carolina
corpora	 	 
	1302

	 	RIVERHEAD
	 	New York
	 	1470 OLD COUNTRY RD
	 	 	 	BIT Investment Twenty-Seven, LLC, a New York limited
liability co	 	 
	1303

	 	EAST POINT
	 	Georgia
	 	3612 MARKETPLACE BLVD
	 	 	 	NAP Camp Creek Marketplace LLC, an Ohio limited liability
company	 	 
	1304

	 	ANTIOCH
	 	California
	 	5739 LONE TREE WAY
	 	 	 	Camden Village, LLC	 	 
	1305

	 	CLEARWATER
	 	Florida
	 	2713 GULF TO BAY BLVD
	 	 	 	Clearwater Mall, LLC, a Delaware limited liability
company	 	 
	1306

	 	COLORADO SPRINGS
	 	Colorado
	 	3030 NEW CENTER POINT
	 	 	 	First & Main South, L.L.C., a Colorado limited liability
company	 	 
	1307

	 	NORTHVILLE
	 	Michigan
	 	17955 HAGGERTY ROAD
	 	 	 	Northville Retail Center Phase 2, L.L.C., a Michigan
limited liab	 	 
	1308

	 	LOGAN
	 	Utah
	 	1475 N MAIN STREET
	 	SUITE 130
	 	Main Street Marketplace LLC, an Idaho limited liability
company	 	 
	1309

	 	SCOTTSDALE
	 	Arizona
	 	16219 N SCOTTSDALE ROAD
	 	 	 	Pederson / BVT Promenade Associates, an Arizona general
partnersh	 	 
	1310

	 	AUGUSTA
	 	Georgia
	 	267 ROBERT C DANIEL JR PKWY
	 	 	 	KIR Augusta II, L.P.	 	 
	1311

	 	ALEXANDRIA
	 	Virginia
	 	3901 JEFFERSON DAVIS HWY
	 	 	 	CPYR, Inc., a Delaware limited liability company	 	 
	1312

	 	GILROY
	 	California
	 	6835 CAMINO ARROYO
	 	 	 	Gilroy Crossing Center, LLC	 	 
	1313

	 	KENOSHA
	 	Wisconsin
	 	6830 GREENBAY ROAD
	 	 	 	Southport Plaza, L.P., an Illinois
limited partnership	 	 
	1314

	 	EVANSVILLE
	 	Indiana
	 	6501 E LLOYD EXPRESSWAY
	 	SUITE 19
	 	Evansville Pavilion, LLC, an Indiana limited liability
company	 	 
	1315

	 	INDEPENDENCE
	 	Missouri
	 	19800 E JACKSON DR
	 	 	 	Pavillions, L.L.C., a Nebraska limited liability company	 	 
	1316

	 	CAPE MAY COURT
HOUSE
	 	New Jersey
	 	5 COURT HOUSE SOUTH DENNIS
	 	 	 	Magnolia Associates, L.L.C., a New Jersey limited liability
compa	 	 
	1317

	 	ALGONQUIN
	 	Illinois
	 	718 SOUTH RANDALL ROAD
	 	 	 	Rubloff Oakridge Algonquin, L.L.C., an Illinois limited
liability	 	 
	1318

	 	SPRINGFIELD
	 	Pennsylvania
	 	1014 BALTIMORE PIKE
	 	 	 	Fortjoy Development Co., a Pennsylvania general partnership	 	 
	1319

	 	SUMMERVILLE
	 	South
Carolina
	 	424 AZALEA SQUARE BLVD
	 	 	 	Inland Western Summerville Azalea Square, LLC	 	 
	1320

	 	FLORISSANT
	 	Missouri
	 	13939 NEW HALLS FERRY RD
	 	 	 	Sansone Cross Keys, LLC, a Missouri limited liability
company	 	 
	1321

	 	CONROE
	 	Texas
	 	505 I-45 NORTH
	 	 	 	Town Center Venture, L.L.P., a Texas limited liability
partnership	 	 
	1322

	 	CARSON CITY
	 	Nevada
	 	971 TOPSY LANE
	 	SUITE 334
	 	Carson Valley Center, L.L.C.	 	 
	1323

	 	RIVERSIDE
	 	California
	 	2800 CAMPUS PARKWAY
	 	SUITE 101
	 	Canyon Springs Associates, Ltd.	 	 
	1324

	 	LAKEWOOD
	 	Washington
	 	10310 59TH AVENUE SW
	 	 	 	Inland Western Lakewood, LLC	 	 
	1325

	 	MERCED
	 	California
	 	1778 W OLIVE AVE
	 	 	 	Zelman Merced, LLC	 	 
	1326

	 	DALLAS
	 	Texas
	 	10720 PRESTON ROAD
	 	SUITE 1010
	 	Southeast Preston/Royal Ltd., a Texas limited partnership	 	 
	1327

	 	AUSTIN
	 	Texas
	 	12901 N I-35 SVC RD NB
	 	BLDG 1 SUITE
115
	 	DDR DB Tech Ventures LP, a Texas limited parntership	 	 
	1328

	 	MARIETTA
	 	Georgia
	 	3625 DALLAS HWY SW
	 	SUITE 300
	 	Cousins Properties Incorporated, a Georgia corporation	 	 
	1329

	 	NASHVILLE
	 	Tennessee
	 	3135 LEBANON PIKE
	 	SUITE 101
	 	Jackson Downs (E&A), LLC, a Tennessee limited liability
company	 	 
	1330

	 	COON RAPIDS
	 	Minnesota
	 	12760 RIVERDALE BLVD
	 	 	 	DDR MDT Riverdale Village Inner Ring LLC	 	 
	1331

	 	KANSAS CITY
	 	Missouri
	 	8530 N EVANSTON RD
	 	 	 	Liberty Wilshire Plaza II LP, a Delaware limited
partnership	 	 
	1332

	 	POUGHKEEPSIE
	 	New York
	 	2519 SOUTH ROAD
	 	SUITE A
	 	Spackenkill Development L.L.C., a New York limited
liability comp	 	 
	1333

	 	FALMOUTH
	 	Massachusetts
	 	23 DAVIS STRAITS ROAD
	 	 	 	Prima IV LLC, a Massachusetts limited liability company	 	 
	1334

	 	ANDERSON
	 	South
Carolina
	 	120 STATION DRIVE
	 	 	 	AIG Baker Anderson, L.L.C.	 	 
	1335

	 	EASTON
	 	Pennsylvania
	 	4443 SOUTHMONT WAY
	 	 	 	Morris Bethlehem Associates, LP	 	 
	1336

	 	CHESTERFIELD
	 	Missouri
	 	22 THF BLVD
	 	 	 	THF Chesterfield Two Development, L.L.C., a Missouri
limited liab	 	 
	1337

	 	STRONGSVILLE
	 	Ohio
	 	18094 ROYALTON ROAD
	 	 	 	Greens of Strongville Trustee Annex, Ltd., an Ohio limited
liabil	 	 
	1338

	 	LAS VEGAS
	 	Nevada
	 	3870 S MARYLAND PARKWAY
	 	 	 	Inland Western Las Vegas, L.L.C., a Delaware limited
liability co	 	 
	1339

	 	SAN JOSE
	 	California
	 	5205 PROSPECT ROAD
	 	SUITE 180
	 	West Valley Shopping Center, Inc., a California
corporation	 	 
	1340

	 	ST CLOUD
	 	Minnesota
	 	3701 W DIVISION STREET
	 	 	 	Quality Investments, Inc., a Wisconsin corporation
	 	 
	1341

	 	GLENDALE
	 	California
	 	545 N GLENDALE AVENUE
	 	 	 	Glendale Glenvia, LLC, a California
limited liability company	 	 






 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Date
	1342

	 	SPRINGDALE
	 	Ohio
	 	11711 PRINCETON PIKE
	 	SUITE 255
	 	Charles C. Gilhart, Jr., Inc., an Ohio corporation	 	 
	1343

	 	SOUTHFIELD
	 	Michigan
	 	28538 TELEGRAPH ROAD
	 	 	 	Ramco-Gershenson Properties, L.P., a Delaware limited
partnership	 	 
	1344

	 	KELOWNA
	 	British
Columbia
	 	1500 BANKS ROAD
	 	UNIT # 502
	 	Kelowna Central Park Properties Ltd., a British Columbia
corporat	 	 
	1345

	 	ORLANDO
	 	Florida
	 	2788 E COLONIAL DRIVE
	 	 	 	Weingarten Nostat, Inc., a Texas corporation	 	 
	1346

	 	AVON
	 	Colorado
	 	220 BEAVER CREEK PLACE
	 	 	 	Traer Creek — EXWMT, LLC, a Colorado limited liability
company	 	 
	1347

	 	CONWAY
	 	Arkansas
	 	701 ELSINGER BLVD
	 	 	 	SEAYCO-THF Conway Development, L.L.C., a Missouri limited
liabili	 	 
	1348

	 	WHITBY
	 	ON
	 	1635 VICTORIA STREET EAST
	 	 	 	RioKim Holdings (Ontario) Inc., an Ontario corporation	 	 
	1349

	 	PRINCETON
	 	New Jersey
	 	3512 BRUNSWICK PIKE
	 	 	 	West Windsor Plaza Associates, LLC, a New Jersey limited
liabilit	 	 
	1350

	 	KEENE
	 	New
Hampshire
	 	36 ASH BROOK ROAD/PO BOX 282
	 	 	 	Monadnock Condominium Limited Partnership, a Connecticut
limited	 	 
	1351

	 	PINOLE
	 	California
	 	1216 FITZGERALD DRIVE
	 	 	 	TKG Pinole LLC, a California limited liability
company	 	 
	1352

	 	UPPER ARLINGTON
	 	Ohio
	 	1609 W LANE AVENUE
	 	 	 	UAP-COLUMBUS JV 326132, a California general partnership	 	 
	1353

	 	JACKSONVILLE BEACH
	 	Florida
	 	950 MARSH LANDING PARKWAY
	 	 	 	Southend Redevelopment Corporation (see memo below)	 	 
	1354

	 	MILLBURY
	 	Massachusetts
	 	70 WORCESTER PROVIDENCE TPKE
	 	SUITE 250
	 	Route 146 Millbury LLC, a Massachusetts limited liability
company	 	 
	1355

	 	HARAHAN
	 	Louisiana
	 	1134 SOUTH CLEARVIEW PKWY
	 	SUITE G
	 	EVP I, LLC	 	 
	1356

	 	THOUSAND OAKS
	 	California
	 	33 N MOORPARK ROAD
	 	SUITE K
	 	Moorpark Village Company, LLC	 	 
	1357

	 	HURST
	 	Texas
	 	874 N E MALL BLVD
	 	 	 	Simon Property Group (Texas), L.P.	 	 
	1358

	 	DANVERS
	 	Massachusetts
	 	50 INDEPENDENCE WAY
	 	UNIT1
	 	The Stop & Shop Supermarket Company, a Delaware corporation	 	 
	1359

	 	LAS VEGAS
	 	Nevada
	 	6680 N DURANGO DRIVE
	 	 	 	Inland Western Las Vegas Montecito,
L.L.C.	 	 
	1360

	 	TORRANCE
	 	California
	 	23000 HAWTHORNE BLVD
	 	 	 	Mike Grannis and John Bates	 	 
	1361

	 	TRINITY
	 	Florida
	 	3006 LITTLE ROAD
	 	 	 	Inland Western New Port Richey
Mitchell, L.L.C.	 	 
	1362

	 	TUCSON
	 	Arizona
	 	9545 E OLD SPANISH TRAIL
	 	SUITE 175
	 	Barclay Holdings XVIII, L.L.C., an Arizona limited liability
comp	 	 
	1363

	 	OMAHA
	 	Nebraska
	 	17110 DAVENPORT STREET
	 	SUITE 114
	 	168th and Dodge, L.P., a Nebraska limited partnership	 	 
	1364

	 	GURNEE
	 	Illinois
	 	6961 GRAND AVENUE
	 	 	 	Inland Western Gurnee, L.L.C.	 	 
	1365

	 	WACO
	 	Texas
	 	2504 WEST LOOP 340
	 	 	 	AIG Baker Waco, L.L.C., a Delaware limited liability
company	 	 
	1366

	 	TUSTIN
	 	California
	 	2822 EL CAMINO REAL
	 	 	 	Irvine Retail Properties Company, a division of The Irvine
Co.	 	 
	1367

	 	SHEBOYGAN FALLS
	 	Wisconsin
	 	4127 STATE HIGHWAY 28
	 	 	 	Inland Commercial Property Management, Inc.	 	 
	1368

	 	ATLANTA
	 	Georgia
	 	1381 MARKET STREET
	 	SUITE 13100
	 	Atlantic Town Center, L.L.C., a Delaware limited liability
compan	 	 
	1369

	 	NEW HYDE PARK
	 	New York
	 	1454 UNION TURNPIKE
	 	 	 	Lake Success Shopping Center, LLC, a New York limited
liability c	 	 
	1370

	 	SPRING
	 	Texas
	 	19507 INTERSTATE 45 NORTH
	 	SUITE 600
	 	New Cypresswood Court, Ltd.	 	 
	1371

	 	MANTECA
	 	California
	 	285 COMMERCE AVENUE
	 	 	 	Dutra Farms, Inc.	 	 
	1372

	 	SHERMAN
	 	Texas
	 	3716 TOWN CENTER STREET
	 	 	 	A-S 60 Hwy 75-Loy Lake, L.P., a Texas limited partnership	 	 
	1373

	 	MESA
	 	Arizona
	 	4946 SOUTH POWER ROAD
	 	 	 	Power & Ray, L.L.C.	 	 
	1374

	 	GILBERT
	 	Arizona
	 	3763 SOUTH GILBERT ROAD
	 	 	 	Vestar CTC Phase I, L.L.C., an Arizona limited liability
company	 	 
	1375

	 	VIENNA
	 	Virginia
	 	8311 B LEESBURG PIKE
	 	 	 	MLK Associates LLC, a Virginia limited liability company	 	 
	1376

	 	BURLINGTON
	 	New Jersey
	 	2703 MOUNT HOLLY RD
	 	SUITE 7
	 	Hovbros Burlington, L.L.C., a New Jersey limited liability
compan	 	 
	1377

	 	FORT GRATIOT
	 	Michigan
	 	4290 24TH AVENUE
	 	 	 	CTJ-Port Huron, LLC, a Michigan limited liability company	 	 
	1378

	 	PHOENIX
	 	Arizona
	 	2501 WEST HAPPY VALLEY ROAD
	 	SUITE 26
	 	Vestar Arizona XXXI, L.L.C., an Arizona limited liability
company	 	 
	1379

	 	ST PETERSBURG
	 	Florida
	 	2030 TYRONE BLVD
	 	 	 	Northwoods Limited Partnership, a Florida limited
partnership	 	 
	1380

	 	BLAINE
	 	Minnesota
	 	4325 PHEASANT RIDGE DRIVE
	 	SUITE 506
	 	MEPT Blaine LLC	 	 
	1381

	 	SIMPSONVILLE
	 	South
Carolina
	 	353 HARRISON BRIDGE RD
	 	 	 	Intercontinental Heritage Fairview Corners, LLC	 	 
	1382

	 	LONDON
	 	ON
	 	UNIT 101-1230 WELLINGTON RD
	 	 	 	Sun Life Assurance Company of Canada	 	 
	1383

	 	JANESVILLE
	 	Wisconsin
	 	2800 DEERFIELD DRIVE
	 	 	 	Campbell Limited Partnership	 	 
	1384

	 	GREENBELT
	 	Maryland
	 	7573 GREENBELT ROAD
	 	 	 	Greenway Plaza LLC	 	 
	1385

	 	OTTAWA
	 	ON
	 	1009 DAZE STREET
	 	UNIT B
	 	Bank Street Mews Limited Partnership, an Ontario limited
partners	 	 
	1386

	 	LAS VEGAS
	 	Nevada
	 	4950 SOUTH FORT APACHE RD
	 	 	 	Weingarten Maya Tropicana LLC	 	 
	1387

	 	LAKEWOOD
	 	Colorado
	 	14105 WEST COLFAX AVENUE
	 	 	 	BR of Wisconsin 35, LLC, a Wisconsin limited liability
company	 	 
	1388

	 	KITCHENER
	 	ON
	 	BLDG C 655 FAIRWAY RD S
	 	 	 	First Capital (Fairway) Corporation	 	 
	1389

	 	RALEIGH
	 	North
Carolina
	 	5900 POYNER ANCHOR LANE
	 	SUITE 101
	 	Poyner Place, LLC, a North Carolina limited liability
company	 	 
	1390

	 	CATONSVILLE
	 	Maryland
	 	6600 BALTIMORE NATIONAL PIKE
	 	 	 	1 Mile West, et al (see memo below)	 	 
	1391

	 	GAMBRILLS
	 	Maryland
	 	1352 MAIN CHAPEL WAY
	 	 	 	VD Commons, LLC, a Maryland limited liability company	 	 
	1392

	 	OSHAWA
	 	ON
	 	1425 HARMONY ROAD NORTH
	 	 	 	Harmony Shopping Centres Limited, an Ontario corporation	 	 
	1393

	 	WINNIPEG
	 	Manitoba
	 	1545 PORTAGE AVE
	 	 	 	Ontrea, Inc., an Ontario corporation	 	 
	1394

	 	SAINT JOHNS
	 	NL
	 	56 ABERDEEN AVENUE
	 	 	 	First Stick Pond Developments Limited, an Ontario
corporation	 	 
	1395

	 	SAINT JOHN
	 	New
Brunswick
	 	90 CONSUMERS DRIVE
	 	 	 	First Westmorland Shopping Centres Limited, an Ontario
corporatio	 	 
	1396

	 	LAKEWOOD
	 	Colorado
	 	7000 W ALAMEDA AVE
	 	SUITE F
	 	Belmar Mainstreet Holdings I, LLC	 	 
	1397

	 	—	 	Florida
	 	 	 	 	 	Downtown Dadeland Residential Condominiums, LLC
	 	TBD
	1398

	 	GALVESTON
	 	Texas
	 	6228 BROADWAY STREET
	 	SUITE C
	 	Inland Western Galveston Galvez Limited Partnership	 	 
	1399

	 	REDLANDS
	 	California
	 	27532 W LUGONIA AVE
	 	 	 	Redlands Joint Venture, LLC, a California limited liability
compa	 	 
	1400

	 	MARIETTA
	 	Georgia
	 	50 BARRETT PARKWAY
	 	SUITE 800
	 	DDR MDT Towne Center Prado LLC, a Delaware limited
liability comp	 	 
	1401

	 	WALDORF
	 	Maryland
	 	3237 PLAZA WAY
	 	 	 	Charles County Associates Limited Partnership, a District
of Colu	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	propid	 	city	 	state	 	address_1	 	address_2	 	lsr_name	 	Date
	1402

	 	BEND
	 	Oregon
	 	2620 NE HWY 20
	 	SUITE 200
	 	Forum Associates II, L.L.C.	 	 
	1403

	 	BIRMINGHAM
	 	Alabama
	 	317 SUMMIT BLVD
	 	 	 	Bayer Retail Company LLC	 	 
	1404

	 	SAN DIEGO
	 	California
	 	10661 WESTVIEW PARKWAY
	 	 	 	Mira Mesa Marketplace East, LLC	 	 
	1405

	 	ALPHARETTA
	 	Georgia
	 	6551 NORTH POINT PARKWAY
	 	 	 	Hubert Properties, LLLP	 	 
	1406

	 	COLUMBUS
	 	Ohio
	 	6672 SAWMILL RD
	 	 	 	KIR Northwest Square L.P.	 	 
	1407

	 	FARMINGTON HILLS
	 	Michigan
	 	31385 ORCHARD LAKE ROAD
	 	 	 	RLV Hunter’s Square LP	 	 
	1408

	 	ROCHESTER HILLS
	 	Michigan
	 	1336 SOUTH ROCHESTER ROAD
	 	 	 	RLV Winchester Center
LP	 	 
	1409

	 	MT LAUREL
	 	New
Jersey
	 	1060 NIXON DRIVE
	 	 	 	East Gate Center Limited Partnership	 	 
	1410

	 	MARLTON
	 	New
Jersey
	 	515 ROUTE 73 SOUTH
	 	 	 	Tanurb Marlton LP	 	 
	1411

	 	BLUFFTON
	 	South
Carolina
	 	32 MALPHRUS ROAD
	 	SUITE 117
	 	Inland Western Bluffton Low Country
II, L.L.C.	 	 
	1412

	 	APPLETON
	 	Wisconsin
	 	4717 MICHAELS DRIVE
	 	 	 	Midwest Expansion, LLP, a Wisconsin limited liability
partnership	 	 
	1413

	 	MCKINNEY
	 	Texas
	 	2821 CRAIG DRIVE
	 	SUITE 100
	 	Parkday Eldorado Plaza, L.P., a Texas limited partnership	 	 
	1414

	 	RICHMOND HILL
	 	ON
	 	8825 YONGE STREET
	 	UNIT A1
	 	Yonge Bayview Holding Inc., an Ontario corporation	 	 
	1415

	 	DALLAS
	 	Texas
	 	16637 COIT RD
	 	 	 	Pavillion Court, Ltd., a Texas limited partnership	 	 
	1416

	 	MONTGOMERY
	 	Alabama
	 	2546 BERRYHILL ROAD
	 	 	 	Eastchase Plaza, LLC, an Alabama limited liability company	 	 
	1417

	 	 	 	Oregon
	 	 	 	 	 	LC Portland, LLC, a Delaware limited liability company
	 	2/26/2006
	1418

	 	AMERICAN FORK
	 	Utah
	 	656 WEST MAIN STREET
	 	 	 	Weingarten/Miller/American Fork, LLC, a Colorado limited
liabilit	 	 
	1419

	 	ETOBICOKE
	 	ON
	 	125 THE QUEENSWAY
	 	BUILDING B
	 	Roycom, et al. (see below)	 	 
	1420

	 	OAK PARK HEIGHTS
	 	Minnesota
	 	5855 KRUEGER LANE
	 	 	 	Oak Park, et al (see memo below)	 	 
	1421

	 	HOUSTON
	 	Texas
	 	11691 WESTHEIMER ROAD
	 	 	 	CG-ROV II, L.P., a Texas limited partnership	 	 
	1422

	 	CAMP HILL
	 	Pennsylvania
	 	94 SOUTH 32ND STREET
	 	 	 	Cedar-Camp Hill, LLC, a Delaware limited liability company	 	 
	1423

	 	MANSFIELD
	 	Texas
	 	120 WEST DEBBIE LANE
	 	SUITE 300
	 	Inland Western Mansfield Limited Partnership	 	 
	1424

	 	TUCSON
	 	Arizona
	 	5919 EAST BROADWAY BOULEVARD
	 	 	 	Broadway Parc II, L.P., a California limited partnership	 	 
	1425

	 	WEST JORDAN
	 	Utah
	 	7128 SOUTH PLAZA CENTER DRIVE
	 	 	 	Plaza at Jordan Landing, LLC	 	 
	1426

	 	COLUMBIA
	 	South
Carolina
	 	6090 GARNERS FERRY ROAD
	 	SUITE D
	 	Woodhill (E&A), LLC, a South Carolina limited liability
company	 	 
	1427

	 	GAINESVILLE
	 	Virginia
	 	13261 GATEWAY CENTER DRIVE
	 	 	 	Gateway Center L.C.	 	 
	1428

	 	WILSONVILLE
	 	Oregon
	 	8315 SW JACK BURNS BLVD
	 	SUITE A
	 	Argyle Capital LLC, an Oregon limited liability company	 	 
	1429

	 	ARLINGTON
	 	Texas
	 	780 ROAD TO SIX FLAGS ST EAST
	 	SUITE 262
	 	Lincoln Square Ltd.	 	 
	1430

	 	MANHATTAN
	 	Kansas
	 	320 SOUTHWIND PLACE
	 	 	 	The Manhattan Project, L.L.C.	 	 
	1431

	 	NEWPORT COAST
	 	California
	 	8072 EAST COAST HIGHWAY
	 	 	 	The Irvine Company	 	 
	1432

	 	STURBRIDGE
	 	Massachusetts
	 	110 CHARLTON ROAD
	 	 	 	Charlton Road Associates LLC	 	 
	1433

	 	CANTON
	 	Michigan
	 	41872 FORD ROAD
	 	 	 	Ford Lilley Group, L.LC.	 	 
	1434

	 	PEARL CITY
	 	Hawaii
	 	1000 KAMEHAMEHA HIGHWAY
	 	SUITE 200
	 	PPF RTL Pearl Highlands, LLC	 	 
	1435

	 	BEE CAVE
	 	Texas
	 	12700 SHOPS PARKWAY
	 	SUITE 400
	 	HCS Holding Company, L.P., a Texas limited partnership	 	 
	1436

	 	COLLIERVILLE
	 	Tennessee
	 	3605 HOUSTON LEVEE ROAD
	 	SUITE 101
	 	Gallina Centro, L.L.C. , a Tennessee limited liability
company	 	 
	1437

	 	THUNDER BAY
	 	ON
	 	389 MAIN STREET
	 	UNIT B2
	 	Newvest/PPFV Holdings, Inc.	 	 
	1438

	 	KEMAH
	 	Texas
	 	243 FM 2094 RD
	 	SUITE A
	 	Inland Western Clear Lake Clear Shores Limited Partnership	 	 
	1439

	 	MESQUITE
	 	Texas
	 	19161 LYNDON B JOHNSON FWY
	 	 	 	JDN Real Estate — Mesquite, L.P., a Georgia limited
partnership	 	 
	1440

	 	CALGARY
	 	Alberta
	 	8180 11TH STREET SE STE 700
	 	 	 	19354 Yukon Inc., a Yukon corporation	 	 
	1441

	 	TAVERNIER
	 	Florida
	 	91214 OVERSEAS HIGHWAY
	 	 	 	Max D. Puyanic, as Trustee for Trust 201 , a Florida Trust	 	 
	1442

	 	SEATTLE
	 	Washington
	 	2600 SW BARTON STREET
	 	SUITE B18
	 	Westwood Town Center, Inc., a Washington corporation
	 	11/26/2005
	1443

	 	MANKATO
	 	Minnesota
	 	1901 E MADISON AVENUE
	 	 	 	Inland Mankato Heights, L.L.C., a Delaware limited
liability comp	 	 
	1444

	 	MERIDIAN
	 	Idaho
	 	1250 N EAGLE ROAD
	 	 	 	TFCM Associates LLC, an Utah limited liability company	 	 
	1445

	 	MARION
	 	Iowa
	 	1406 TWIXT TOWN ROAD
	 	 	 	Davis Realty Company, an Iowa partnership	 	 
	1446

	 	FONTANA
	 	California
	 	15232 SUMMIT AVENUE
	 	 	 	Regency Realty Group, Inc., a Florida corporation	 	 
	1447

	 	EL PASO
	 	Texas
	 	1327 GEORGE DIETER DRIVE
	 	SUITE D
	 	A.D.D. Holdings L.P., a Texas limited partnership	 	 
	1448

	 	RANCHO CUCAMONGA
	 	California
	 	10950 FOOTHILL BOULEVARD
	 	SUITE 120
	 	Western/Development Co.	 	 
	1449

	 	HADLEY
	 	Massachusetts
	 	351 RUSSELL STREET
	 	SUITE B
	 	W/S Hadley Properties II LLC	 	 
	1450

	 	VISALIA
	 	California
	 	4018 SOUTH MOONEY BOULEVARD
	 	 	 	Ali Azimian & Esmat Khorrami	 	 
	1451

	 	WEBSTER
	 	Texas
	 	1255 W BAY AREA BOULEVARD
	 	SUITE A
	 	Texas Baybrook Square Center, L.P.	 	 
	1452

	 	KISSIMMEE
	 	Florida
	 	3210 NORTH JOHN
YOUNG
  PARKWAY
	 	BUILDING B9
	 	Loop Orlando, LLC	 	 
	1453

	 	JACKSONVILLE
	 	Florida
	 	4643 RIVER CITY DRIVE
	 	SUITE 101
	 	Shops at St. Johns, LLC	 	 
	1454

	 	VENICE
	 	Florida
	 	4210 TAMIAMI TRAIL SOUTH
	 	 	 	CWH Venice, LLC	 	 
	1455

	 	KINGSTON
	 	New York
	 	1165 ULSTER AVENUE
	 	 	 	Benderson 85-1 Trust	 	 
	1456

	 	GROVE CITY
	 	Ohio
	 	1711 STRINGTOWN ROAD
	 	 	 	Stringtown South LLC	 	 
	1457

	 	WOOSTER
	 	Ohio
	 	3786 BURBANK ROAD
	 	 	 	Wooster Crossing LLC	 	 
	1458

	 	CHICAGO
	 	Illinois
	 	2532 NORTH NARRAGANSETT AVE
	 	 	 	Inland Western Chicago Brickyard, L.L.C.	 	 
	1459

	 	BOHEMIA
	 	New York
	 	5187 SUNRISE HIGHWAY
	 	 	 	Sayville Plaza Development Co.	 	 
	1460

	 	SHAKOPEE
	 	Minnesota
	 	8085 OLD CARRIAGE COURT
	 	 	 	Shakopee Crossings Limited Partnership	 	 
	1461

	 	PHILADELPHIA
	 	Pennsylvani
	 	2310 S CHRISTOPHER COLUMBUS
	 	 	 	Delaware East Associates, L.P.	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Date
	1462

	 	—	 	California
	 	—	 	 	 	The Victorville Family Partnership
	 	10/27/2006
	1463

	 	COLLEGE STATION
	 	Texas
	 	1424 TEXAS AVENUE SOUTH
	 	 	 	Texas Avenue Crossing, LP.	 	 
	1464

	 	PETALUMA
	 	California
	 	1351 NORTH MCDOWELL BOULEVARD
	 	 	 	Focal Properties, LLC	 	 
	1465

	 	ROCKAWAY
	 	New Jersey
	 	395 MOUNT HOPE AVENUE
	 	 	 	Rockaway Center Associates
	 	12/2/2005
	1466

	 	BEAUMONT
	 	Texas
	 	4029 DOWLEN ROAD
	 	 	 	Kimco Dowlen Town Center L.P.	 	 
	1467

	 	BOUCHERVILLE
	 	QC
	 	1402-582 CHEMIN DE TOURAINE
	 	 	 	North American (Boucherville) Corporation	 	 
	1468

	 	LOVELAND
	 	Colorado
	 	1695 ROCKY MOUNTAIN AVENUE
	 	 	 	Centerra Marketplace Properties II LLC	 	 
	1469

	 	OLATHE
	 	Kansas
	 	15340 WEST 119TH STREET
	 	 	 	Northridge Investors, L.L.C.	 	 
	1470

	 	CARMEL
	 	Indiana
	 	14311 CLAY TERRACE BLVD
	 	SUITE 160
	 	Clay Terrace Partners, LLC	 	 
	1471

	 	GUELPH
	 	ON
	 	435 STONE ROAD WEST UNIT L10
	 	 	 	Stone Road Mall Holdings Inc.	 	 
	1472

	 	BELLEVUE
	 	Washington
	 	15600 NE 8TH STREET
	 	SUITE F-21
	 	Terranomics Crossroads Associates Limited Partnership	 	 
	1473

	 	PLYMOUTH
	 	Massachusetts
	 	80 SHOPS AT 5 WAY
	 	 	 	Inland Western Plymouth 5, L.L.C.	 	 
	1474

	 	CORONA
	 	California
	 	3520 GRAND OAKS
	 	 	 	Castle & Cooke Corona Crossings II, Inc.	 	 
	1475

	 	AURORA
	 	Colorado
	 	23901 E. ORCHARD ROAD
	 	UNIT C
	 	Southlands Power Center, LLC	 	 
	1476

	 	YUBA CITY
	 	California
	 	1064 HARTER ROAD
	 	 	 	Brown Yuba City, L.L.C.
	 	3/3/2006
	1477
1478

	 	SOUTHAVEN
KINGSPORT
	 	Mississippi
Tennessee
	 	6420 TOWN CENTER LOOP
2003 NORTH EASTMAN ROAD
	 	SUITE 80
	 	Southaven Towne Center, LLC, a Mississippi limited
liability comp
Tazewell Properties	 	 
	1479

	 	COLONIAL HEIGHTS
	 	Virginia
	 	729 SOUTHPARK BOULEVARD
	 	 	 	Dimmock Square Company LLC	 	 
	1480

	 	HOUSTON
	 	Texas
	 	17725 TOMBALL PARKWAY
	 	 	 	Wanamaker Willowbrook Three, L.P.	 	 
	1481

	 	UNION GAP
	 	Washington
	 	2507 MAIN STREET
	 	 	 	Valley Mall, L.L.C.	 	 
	1482

	 	ROSEBURG
	 	Oregon
	 	780 NW GARDEN VALLEY BLVD
	 	SUITE 200
	 	RAM Property Development, LLC	 	 
	1483

	 	SOUTH LAKE TAHOE
	 	California
	 	1069 EMERALD BAY ROAD
	 	 	 	High Pine, L.L.C.
	 	11/25/2005
	1484

	 	ATLANTA
	 	Georgia
	 	6285 ROSWELL ROAD
	 	 	 	Sandy Springs Plaza Associates, LP	 	 
	1485

	 	NEWTOWN
	 	Pennsylvania
	 	2807 SOUTH EAGLE ROAD
	 	 	 	Newtown Village Plaza Associates, L.P.	 	 
	1486

	 	SHERBROOKE
	 	QC
	 	2905 BOULEVARD DE PORTLAND
	 	 	 	berville Developments Leasing Ltd.	 	 
	1487

	 	NORTH ANDOVER
	 	Massachusetts
	 	133 TURNPIKE STREET
	 	 	 	Eaglewood Properties, L.L.C.	 	 
	1488

	 	NEWPORT NEWS
	 	Virginia
	 	12551 JEFFERSON AVENUE
	 	SUITE 161
	 	Mountain Ventures Newport News, et al (See memo below)	 	 
	1489

	 	OCEAN
	 	New Jersey
	 	1100 HIGHWAY 35
	 	 	 	Sunset Arcadia Center, Inc.	 	 
	1490

	 	CHULA VISTA
	 	California
	 	1830 MAIN COURT
	 	 	 	Yacoel Investments III, LLC
	 	11/28/2005
	1491

	 	STUDIO CITY
	 	California
	 	12160 VENTURA BOULEVARD
	 	 	 	HDR Investment Company	 	 
	1492

	 	OWASSO
	 	Oklahoma
	 	9018 N 121ST EAST AVENUE
	 	SUITE 500
	 	SF Marketplace Investors, Ltd.	 	 
	1493

	 	CENTERVILLE
	 	Utah
	 	120 NORTH FRONTAGE ROAD
	 	 	 	BGN, et al (see memo below)	 	 
	1494

	 	BLOOMFIELD HILLS
	 	Michigan
	 	2067 SOUTH TELEGRAPH ROAD
	 	 	 	2055 Associates, L.L.C.	 	 
	1495

	 	STAFFORD
	 	Virginia
	 	1250 STAFFORD MARKET PLACE
	 	 	 	Stafford Marketplace, LLC	 	 
	1496

	 	—	 	Illinois
	 	—	 	 	 	Sherman Plaza Partners, LLC
	 	TBD
	1497

	 	WILLIAMSBURG
	 	Virginia
	 	4900 MONTICELLO AVENUE
	 	#5
	 	News Company, LLC	 	 
	1498

	 	TAMARAC
	 	Florida
	 	4197 W. COMMERCIAL BOULEVARD
	 	 	 	Ramco-Gershenson Properties, L.P.	 	 
	1499

	 	DANVILLE
	 	Virginia
	 	3300 RIVERSIDE DRIVE
	 	 	 	Riverside Shopping Center, LP	 	 
	1500

	 	HOUSTON
	 	Texas
	 	110 MEYERLAND PLAZA MALL
	 	 	 	Ronus Meyerland Plaza, L.P.	 	 
	1501

	 	LADY LAKE
	 	Florida
	 	610 NORTH US HIGHWAY 441
	 	 	 	Morse-Sembler Villages Partnership #4	 	 
	1502

	 	ST LOUIS PARK
	 	Minnesota
	 	4600 EXCELSIOR BLVD
	 	 	 	Excelsior & Grand, LLC.	 	 
	1503

	 	HOUSTON
	 	Texas
	 	9421 KATY FREEWAY
	 	 	 	Levain Partnership III, L.P.	 	 
	1504

	 	LETHBRIDGE
	 	Alberta
	 	745 1ST AVENUE SOUTH
	 	 	 	Park Place Mall Holdings, Inc.	 	 
	1505

	 	SAINT JOSEPH
	 	Missouri
	 	5201 NORTH BELT HIGHWAY
	 	BUILDING F2
	 	St. Joseph Development Co., LLC	 	 
	1506

	 	POMPANO BEACH
	 	Florida
	 	1981 NORTH FEDERAL HWY
	 	 	 	BR of Wisconsin 14, LLC
	 	TBD
	1507

	 	SOMERS POINT
	 	New Jersey
	 	57 BETHEL ROAD
	 	 	 	Village Plaza, LLC
	 	12/2/2005
	1508

	 	—	 	New Jersey
	 	—	 	 	 	Mad River Development, LLC
	 	9/24/2006
	1509

	 	GEORGETOWN
	 	Texas
	 	1019 WEST UNIVERSITY AVE.
	 	SUITE 800
	 	SPG Wolf Ranch, LP, a Texas limited partnership	 	 
	1510

	 	FORT MYERS
	 	Florida
	 	17901 SUMMERLIN ROAD
	 	 	 	BR of Wisconsin 43, LLC, a Wisconsin limited liability
company
	 	TBD
	1511

	 	SHREVEPORT
	 	Louisiana
	 	7051 YOUREE DRIVE
	 	 	 	Shreveport Kings Crossing Venture, Ltd.	 	 
	1512

	 	WESTMINSTER
	 	Colorado
	 	9430 SHERIDAN BOULEVARD
	 	 	 	New Plan Excel Realty Trust, Inc.	 	 
	1513

	 	KALAMAZOO
	 	Michigan
	 	5130 WEST MAIN STREET
	 	 	 	K & S Maple Hill Mall, L.P.
	 	11/18/2005
	1514

	 	—	 	Washington
	 	—	 	 	 	Mill Creek Commercial II, LLC
	 	2/26/2006
	1515

	 	CHESHIRE
	 	Connecticut
	 	935 SOUTH MAIN STREET
	 	 	 	Cheshire — ILMR LLC, a Connecticut limited liability
company	 	 
	1516

	 	STREAMWOOD
	 	Illinois
	 	861 SUTTON ROAD
	 	 	 	Sutton Park Developers, LLC, an Illinois limited liability
compan	 	 
	1517

	 	—	 	New Jersey
	 	—	 	 	 	Levin Properties, L.P., a New Jersey limited partnership
	 	5/5/2006
	1518

	 	—	 	New Jersey
	 	—	 	 	 	Riverdale Crossing, LLC
	 	6/23/2006
	1519

	 	—	 	California
	 	—	 	 	 	Mission Viejo Town Center, L.P.
	 	2/26/2006
	1520

	 	CASTLE ROCK
	 	Colorado
	 	4510 TRAIL BOSS DRIVE
	 	 	 	Maleta Properties, LLC	 	 
	1521

	 	CYPRESS
	 	Texas
	 	25837 HIGHWAY 290
	 	 	 	Kimco 290 Houston L.P.	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Date
	1522

	 	THORNTON
	 	Colorado
	 	16535 WASHINGTON STREET
	 	 	 	JP Thornton LLC	 	 
	1523

	 	ARDEN
	 	North
Carolina
	 	4 MCKENNA ROAD
	 	 	 	Southridge Associates, LLC
	 	11/25/2005
	1524

	 	–	 	California
	 	–	 	 	 	Opus West Corporation
	 	FY 2007
	1525

	 	–	 	Pennsylvania
	 	–	 	 	 	AFC Washco-Carlisle Crossing, LP
	 	FY 2007
	1526

	 	MUNDELEIN
	 	Illinois
	 	3062 W. RT 60
	 	 	 	Mundelein 83, L.L.C.	 	 
	1527

	 	DURANGO
	 	Colorado
	 	800 SOUTH CAMINO DEL RIO
	 	 	 	Durango Mall, LLC
	 	11/25/2005
	1528

	 	–	 	Massachusetts
	 	–	 	 	 	Taunton Land Development, LLC
	 	FY 2007
	1529

	 	MORRISTOWN
	 	Tennessee
	 	513 S DAVY CROCKETT
PARKWAY
	 	 	 	NOM Morristown, LLC	 	 
	1530

	 	MACHESNEY PARK
	 	Illinois
	 	1522 WEST LANE ROAD
	 	 	 	Rubloff C&G, LLC	 	 
	1531

	 	–	 	California
	 	–	 	 	 	Geweke Family Partnership
	 	FY 2007
	1532

	 	MONROE
	 	North
Carolina
	 	3117 WEST HIGHWAY 74
	 	 	 	Poplin Partners, Limited
Partnership
	 	11/25/2005
	1533

	 	GARLAND
	 	Texas
	 	425 TOWN CENTER BOULEVARD
	 	 	 	Simon Property Group (Texas),
L.P.	 	 
	1534

	 	–	 	Florida
	 	–	 	 	 	Cobblestone Village at Palm Coast, LLC
	 	FY 2008
	1535

	 	–	 	Florida
	 	–	 	 	 	Sembler Family Partnership #31, Ltd.
	 	FY 2007
	1536

	 	RALEIGH
	 	North
Carolina
	 	436 DANIELS STREET
	 	 	 	Regency Centers, L.P.	 	 
	1537

	 	–	 	Florida
	 	–	 	 	 	Property Management .... (see memo below)
	 	FY 2007
	1538

	 	–	 	Hawaii
	 	–	 	 	 	Harold K.L. Castle Foundation
	 	FY 2007
	1539

	 	GLENWOOD SPRINGS
	 	Colorado
	 	135 EAST MEADOWS DRIVE
	 	 	 	Weingarten Miller Glenwood, LLC
	 	2/2/2005
	1540

	 	ORLAND PARK
	 	Illinois
	 	15150 SOUTH LA GRANGE RD
	 	 	 	TDC Ravinia Plaza — Orland Park, L.L.C., an Illinois
limited liab	 	 
	1541

	 	–	 	California
	 	–	 	 	 	Downey Landing, LLC
	 	FY 2007
	1542

	 	–	 	Arizona
	 	–	 	 	 	Vestar Arizona XLV, L.L.C.
	 	FY 2008
	1543

	 	PITT MEADOWS
	 	British
Columbia
	 	940-19800 LOUGHEED HWY
	 	 	 	Onni Mayfair Place Development Limited Partnership
	 	11/19/2005
	1544

	 	ALABASTER
	 	Alabama
	 	300 COLONIAL PROMENADE PKWY
	 	SUITE 1100
	 	Colonial Realty Limited Partnership	 	 
	1545

	 	–	 	Oklahoma
	 	–	 	 	 	Penn Park Sorrento, LLC
	 	FY 2007
	1546

	 	ALLEN PARK
	 	Michigan
	 	3200 FAIRLANE DRIVE
	 	 	 	W2001 ALN Realty L.L.C.
	 	1/18/2005
	1547

	 	–	 	California
	 	–	 	 	 	Centro Watt Property Owner II, LLC
	 	FY 2007
	1549

	 	SCARBOROUGH
	 	ON
	 	420 PROGRESS AVENUE
	 	 	 	Scarborough Town Centre Holdings (Two) Inc.	 	 
	1550

	 	–	 	Texas
	 	–	 	 	 	Kimco Montgomery Plaza, L.P.
	 	FY 2007
	1551

	 	–	 	California
	 	–	 	 	 	Industry East Land Retail I, LLC
	 	FY 2007
	6001

	 	GROVE CITY
	 	Ohio
	 	3500 SOUTHWEST BLVD
	 	 	 	SUN LIFE ASSURANCE CO. OF CANANDA	 	 
	6011

	 	ABERDEEN
	 	Maryland
	 	913 OLD PHILADELPHIA ROAD
	 	 	 	Metropolitan Life Insurance Company	 	 
	6011B

	 	 	 	Maryland
	 	400 OLD POST ROAD
	 	 	 	State of Wisconsin Investment Board	 	 
	6021

	 	SAVANNAH
	 	Georgia
	 	1 KNOWLTON WAY
	 	 	 	ACV Pier Savannah, LLC	 	 
	6025

	 	GARDEN CITY
	 	Georgia
	 	6030 COMMERCE BLVD
	 	 	 	Savannah Economic Development Authority	 	 
	6041A

	 	FORT WORTH	 	Texas
	 	BUILDING #1, 6445 WILL ROGERS
BLVD.
	 	 	 	Madison Warehouse Corporation	 	 
	6051

	 	ONTARIO
	 	California
	 	3000 PHILADELPHIA STREET
	 	 	 	I & G Direct Real Estate 5, L.P.	 	 
	6071

	 	FORT WORTH
	 	Texas
	 	6901 SNOWDEN ROAD
	 	 	 	First Industrial Texas LP, a Delaware limited
partnership	 	 
	7760

	 	ST. LOUIS
	 	Missouri
	 	CHAPEL HILL OFFICE CENTER
	 	12935 N. OUTER
FORTY
	 	CHAPEL HILL PARTNERS	 	 
	8252

	 	OMAHA
	 	Nebraska
	 	11059 WEST MAPLE ROAD
	 	 	 	Erin LLC, a Nebraska limited liability company	 	 
	9006

	 	CHASE CITY
	 	Virginia
	 	89 DUCKWORTH DRIVE
	 	 	 	RileyB. Lowe	 	 
	9006B

	 	FORT WORTH
	 	Texas
	 	2900 W. SEMINARY DRIVE
	 	 	 	Transcontinental Realty Investors, Inc.	 	 
	9006D

	 	FT. WORTH
	 	Texas
	 	2900 W. SEMINARY DRIVE
	 	 	 	Encon Industries, L.P.	 	 
	9009

	 	FORT WORTH
	 	Texas
	 	1400 EVERMAN PARKWAY
	 	 	 	Conti & Son, Ltd.	 	 
	9103

	 	VIENNA
	 	Virginia
	 	8315 LEESBURG PIKE
	 	 	 	MLK Associates LLC, a Virginia limited liability company	 	 
	9105

	 	FORT WORTH
	 	Texas
	 	5000 S. HULEN STREET
	 	SUITE 100
	 	Corrigan Properties, Inc. #4, a Texas corporation	 	 
	9106

	 	FT. LAUDERDALE
	 	Florida
	 	1800 NORTH FEDERAL HIGHWAY
	 	 	 	19th Street Investors, Inc.	 	 
	9108

	 	WINTER PARK
	 	Florida
	 	520 NORTH ORLANDO AVENUE
	 	SUITE 115
	 	Winter Park Town Center, Ltd., a Florida limited
partnership	 	 
	9110

	 	CEDAR PARK
	 	Texas
	 	11066 PECAN PARK BOULEVARD,
SUITE 109
	 	 	 	Lakeline Plaza Developers, a Texas general partnership	 	 
	9111

	 	MIAMI
	 	Florida
	 	8653 S.W. 124TH AVENUE
	 	 	 	Kendall Village Associates, Ltd.. a Florida limited
partnership	 	 
	9113

	 	ORLANDO
	 	Florida
	 	701 NORTH ALAFAYA TRAIL
	 	 	 	Simon Property Group, L.P., a Delaware limited partnership	 	 
	9115

	 	BOCA RATON
	 	Florida
	 	1400 GLADES ROAD
	 	SUITE 170
	 	Uncommon Ltd.	 	 
	9116

	 	FRISCO
	 	Texas
	 	2787 PRESTON ROAD
	 	SUITE 1180
	 	Shafer Plaza XXII, Ltd., a Texas limited partnership	 	 
	9117

	 	GREENSBORO
	 	North
Carolina
	 	3118 B NORTHLINE AVENUE
	 	 	 	Starmount Company	 	 
	9118

	 	PENSACOLA
	 	Florida
	 	1690 AIRPORT BLVD
	 	 	 	Watch Holdings, LLC, a Delaware limited liability company	 	 
	9120

	 	HOUSTON
	 	Texas
	 	2423 POST OAK BLVD.
	 	 	 	WMJK, Ltd.	 	 
	9121

	 	TAMPA
	 	Florida
	 	17512 DONA MICHELLE DRIVE
	 	 	 	BB Downs, LLC	 	 
	9122

	 	MARIETTA
	 	Georgia
	 	3625 DALLAS HIGHWAY
	 	SUITE 280
	 	Cousins Properties Incorporated, a Georgia corporation	 	 
	9124

	 	 	 	Florida
	 	 	 	 	 	MDG Walter, LLC, a Florida limited liability company
	 	On Hold
	9125

	 	WINSTON-SALEM
	 	North
Carolina
	 	406 SOUTH STRATFORD ROAD
	 	 	 	Saul Subsidiary I Limited Partnership, a Maryland limited
partner	 	 
	9126

	 	Norcross
	 	Georgia
	 	5145 Peachtree Parkway
	 	Suite 452
	 	Fourth Quarter Properties XIX, LLC, a Georgia limited
liability	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Estimated
	 	 	 	 	 	 	 	 	 	 	 	 	Open for
	 	 	 	 	 	 	 	 	 	 	 	 	Business
	propid	 	city	 	state	 	address_1	 	address_2	 	Isr_name	 	Date
	9127

	 	FORT MEYERS
	 	Florida
	 	5031 SOUTH CLEVELAND
	 	 	 	Inland Western Fort Myers Page
Field, L.L.C.	 	 
	9129

	 	WILMINGTON
	 	Delaware
	 	3654 CONCORD PIKE
	 	 	 	Concord Gallery, Inc., a Delaware corporation	 	 
	9130

	 	CLEARWATER
	 	Florida
	 	2679 GULF TO BAY BOULEVARD
	 	 	 	Clearwater Mall, LLC, a Delaware limited liability company	 	 
	9132

	 	HANOVER
	 	Maryland
	 	7651 ARUNDEL MILLS BLVD.
	 	SUITE 3
	 	BR of Wisconsin 34, LLC, a Wisconsin limited liability
company	 	 
	9134

	 	HURST
	 	Texas
	 	837 NORTHEAST MALL BLVD
	 	 	 	Simon Property Group (Texas), L.P.	 	 
	9135

	 	STERLING
	 	Virginia
	 	46262 CRANSTON STREET
	 	SUITE 102	 	 	 	 
	9140

	 	PEMBROKE PINES
	 	Florida
	 	11926 PINES BLVD.
	 	 	 	The Prudential Insurance Company, a New Jersey corporation	 	 
	9144

	 	JACKSONVILLE
	 	Florida
	 	10281 MIDTOWN PARKWAY
	 	SUITE 149
	 	Shops at St. Johns, LLC	 	 
	9147

	 	GAITHERSBURG
	 	Maryland
	 	31 GRAND CORNER AVENUE
	 	SUITE B
	 	Washington Associates L.C.	 	 
	9150

	 	MARIETTA
	 	Georgia
	 	50 EARNEST BARRETT PARKWAY
	 	SUITE 106
	 	DDR MDT Towne Center Prado LLC, a Delaware limited
liability comp	 	 
	9152

	 	CHARLOTTE
	 	North
Carolina
	 	9015 J.M. KEYNES DRIVE
	 	SUITE 5
	 	CS Shoppes at University Place, LLC	 	 
	9154

	 	SAN ANTONIO
	 	Texas
	 	7322 JONES MALTSBERGER
	 	SUITE 238
	 	Alamo, et al (see memo below)	 	 
	9157

	 	SUGARLAND
	 	Texas
	 	2701 TOWN CENTER BLVD.
	 	 	 	Weingarten Realty Management Company	 	 
	9158

	 	FREDERICKSBURG
	 	Virginia
	 	1460 CENTRAL PARK BLVD., SUITE
102
	 	 	 	Fredericksburg,35, LLC	 	 
	9160

	 	RALEIGH
	 	North
Carolina
	 	8399 BRIER CREEK PARKWAY
	 	 	 	Brier Creek Commons, LLC, a North Carolina limited
liability comp	 	 
	9162

	 	DURHAM
	 	North
Carolina
	 	6807 FAYETTEVILLE ROAD
	 	SUITE 105
	 	Renaissance Retail LLC	 	 
	9168

	 	WILMINGTON
	 	North
Carolina
	 	6881 MAIN STREET
	 	 	 	Mayfaire Retail, LLC	 	 
	9170

	 	MATTHEWS
	 	North
Carolina
	 	2225 MATTHEWS TOWNSHIP PARKWAY
	 	 	 	Inland Southeast Sycamore, LLC	 	 
	9171

	 	 	 	New
Jersey
	 	 	 	 	 	Rockaway Center Associates
	 	11/19/2005
	9174

	 	RALEIGH
	 	North
Carolina
	 	3791 SUMNER BOULEVARD
	 	SUITE 100
	 	JG North Raleigh L.L.C., an Ohio limited liability company	 	 
	9175

	 	CHARLOTTE
	 	North
Carolina
	 	7832 REA ROAD
	 	 	 	Zenith Investment Grantor Trust	 	 
	9180

	 	Huntersville
	 	North
Carolina
	 	8805 Townley Road
	 	Suite B
	 	Inland Southeast Birkdale, LLC, a Delaware limited
liability comp	 	 
	9181

	 	DESTIN
	 	Florida
	 	4122 LEGENDARY DRIVE
	 	 	 	Destin Commons, Ltd., a Florida limited partnership	 	 
	9182

	 	NAPLES
	 	Florida
	 	1016 IMMOKALEE ROAD
	 	SUITE 200
	 	Granada Shoppes Associates, Ltd.	 	 
	9183

	 	 	 	Florida
	 	 	 	 	 	Downtown Dadeland Residential Condominiums, LLC
	 	TBD
	9184

	 	DORAL
	 	Florida
	 	10600 N.W. 19TH
	 	 	 	Inland Western Miami 19th Street, LLC	 	 
	9186

	 	AUGUSTA
	 	Georgia
	 	263 ROBERT C. DANIEL JR.
PARKWAY
	 	SUITE A
	 	KIR Augusta 1 044, LLC	 	 
	9191

	 	Tallahassee
	 	Florida
	 	1594-1 Governor’s Square Blvd
	 	 	 	Inland Western Tallahassee Governor’s One, L.L.C.	 	 
	9207

	 	TAMPA
	 	Florida
	 	12795 CITRUS PLAZA DRIVE
	 	 	 	KIR Tampa 003, LLC, a Delaware limited liability company	 	 
	9209

	 	HOOVER
	 	Alabama
	 	161 MAIN STREET
	 	SUITE 127
	 	AIG Baker Hoover, L.L.C., a Delaware limited liability
company	 	 
	9210

	 	AUSTIN
	 	Texas
	 	9607 RESEARCH BLVD.
	 	SUITE 450
	 	Gateway Shopping Center, L.P., a Delaware limited
partnership	 	 
	9211

	 	WOODLANDS
	 	Texas
	 	9595 SIX PINES DRIVE
	 	SUITE 1020
	 	Kimco Woodlands, L.P.	 	 
	9592

	 	MONTREAL
	 	QC
	 	3090 BLVD LECARRESOUR
	 	SUITE 702 LAVAL
	 	Merritt Square Marketplace Associates	 	 
	9600

	 	ST. LOUIS
	 	Missouri
	 	CHAPEL HILL OFFICE CENTER
	 	12935 N. OUTER
FORTY
	 	CHAPEL HILL PARTNERS	 	 
	9800

	 	SAN DIEGO
	 	California
	 	9449 BALBOA AVENUE
	 	SUITE 311
	 	Wood Creek Associates/Balboa, L.L.C.	 	 







 









 






Schedule 3.06




DISCLOSED MATTERS





	 	1.	 	Bromham, Neil on behalf of himself and all others similarly situated v. Pier 1 Imports, Inc.

Court: Contra Costa County Superior Court, CA

Date Filed: 02/03/05
	 
	 	2.	 	Rowe, Brian, et al. vs. Pier 1 Imports (U.S.), Inc. — Class Action

Court: Los Angeles County Superior Court, CA

Date Filed: 02/23/04
	 
	 	3.	 	Solley, Skye, Jon Shigemura and Joe Chung, et al. vs. Pier 1 Imports (U.S.), Inc. — Class Action

Court: Orange County Superior Court, CA

Date Filed: 03/01/04
	 
	 	4.	 	Alsup, Ronald, Robert Crews and Magnum Properties, LLC v. Pier 1 Imports (U.S.), Inc., et al.

Court: Madison County Circuit Court, IL

Date Filed: 02/17/05




 









 











Schedule 3.12 



Subsidiaries











 









 








Schedule 3.13




Insurance




	 	 	 	 	 
	Type Coverage	 	Carrier	 	Policy Period
	 
	Workers Compensation

	 	Zurich
	 	3/1/05 to 3/1/06
	 
	 	 	 	 
	Commercial General Liability

	 	Zurich
	 	3/1/05 to 3/1/06
	 
	 	 	 	 
	Commercial General Liability Savannah
DC

	 	Zurich
	 	9/19/05 to 3/1/06
	 
	 	 	 	 
	Umbrella Liability: 1st Layer

	 	AIG
	 	3/1/05 to 3/1/06
	2nd Layer

	 	Chubb, Great Amer., Liberty
	 	3/1/05 to 3/1/06
	 
	 	 	 	 
	Property (Primary)

	 	Lexington Ins Co. (AIG)
	 	7/14/05 to 7/14/06
	 
	 	 	 	 
	Property (Excess)

	 	Essex Insurance Co.
	 	7/14/05 to 7/14/06
	 
	 	 	 	 
	Stock Throughput

	 	Lloyd’s of London
	 	7/14/05 to 7/14/06
	 
	 	 	 	 
	Excess Stock Throughput

	 	Lloyd’s of London
	 	7/14/05 to 7/14/06
	 
	 	 	 	 
	Medical Stop Loss

	 	Blue Cross Blue Shield
	 	4/1/05-3/31/06
	 
	 	 	 	 
	Medical PPO — Hawaii

	 	HMSA
	 	4/1/05-3/31/06
	 
	 	 	 	 
	Medical PPO — Canada

	 	SunLife of Canada
	 	7/1/05-6/30/06
	 
	 	 	 	 
	Dental PPO and HMO

	 	Cigna
	 	4/1/05-3/31/06
	 
	 	 	 	 
	Vision

	 	Superior Vision
	 	4/1/05-3/31/06






 









 





Schedule 3.14




Collective Bargaining Agreements




NONE





 









 








Schedule 5.01(f)




Reporting Requirements




REQUIRED REPORTING CHECKLIST

Pier 1 Imports (U.S.), Inc.




NAME OF REPORT



Monthly (Due upon delivery of Borrowing Base Certificate):





	 	•	 	Inventory Stock Ledger (last page) for each Borrower and a listing of ending inventory by
location
	 
	 	•	 	Such other reports relating to the Collateral as the Administrative Agent may deem
necessary as a result of the completion of any commercial finance exams





Monthly (within 30 days after month end):





	 	•	 	Percentage Comp Store Sales in total as reported by the Parent.
	 
	 	•	 	Inventory Reconciliation Stock ledger to GL
	 
	 	•	 	Such other reports relating to the Collateral as the Administrative Agent may deem
necessary as a result of the completion of any commercial finance exams





·



 









 








Schedule 6.01




Schedule of Existing Indebtedness





	1.	 	Industrial Revenue Bonds issued in 1986 and maturing in 2026 used to finance the
construction of warehouse facilities in Mansfield, Texas and St. Charles, Illinois






 









 








Schedule 6.02 




Existing Encumbrances




None expect those shown on the UCC searches delivered to Agents prior to the Closing Date.





 









 








Schedule 6.07




Transactions with Affiliates





	1.	 	Various loans between Pier 1 imports (US), Inc. and The Pier Retail Group dated prior to September 30, 2001.
	 
	2.	 	Various working capital advances to The Pier Retail Group dated between January 2005 and November 2005.