SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

BANK OF AMERICA, N.A.

As Lender

And

AEROPOSTALE, INC.

The Borrower

November 13, 2007

TABLE OF CONTENTS

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

ii

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

iii

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

iv

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

v

EXHIBITS

2-8                      :           Revolving Credit Note

4-2                      :           Related Entities

4-3                      :           Trade Names

4-5                      :           Locations, Leases, and Landlords

4-6                      :           Encumbrances

4-7                      :           Indebtedness

4-8                      :           Insurance Policies

4-10 :           Capital Leases

4-13                    :           Taxes

4-17                    :           Litigation

4-22                    :           Permitted Management Fees and Other Affiliated Transactions

4-23                    :           Excluded Assets

5-5                      :           Form of Borrowing  Base Certificate

6-3                      :           Bonds and Deposits

7-1                      :           DDAs

7-2                      :           Credit Card Arrangements

vi

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

November 13, 2007

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

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

and

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

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

WITNESSETH:

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

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

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

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

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

Article 1- Definitions:

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

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

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

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

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

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

-2-

“ACH”: Automated clearing house.

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

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

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

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

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

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

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

Level	Average Outstandings	Eurodollar Loans Margin	Prime Rate Margin	Line (Unused) Fee
I	Less than $50,000,000	0.75%	0%	0.125%
II	Greater than or equal to $50,000,000 and less than $100,000,000	1.00%	0%	0.125%
III	Greater than or equal to $100,000,000	1.25%	0%	0.15%

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

-3-

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

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

Minus

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

Minus

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

Minus

(III)Unreimbursed L/C Obligations.

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

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

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

-4-

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

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

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

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

"Borrower": Is defined in the Preamble.

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

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

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

plus

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

minus

(iii)          Reserves.

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

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

plus

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

minus

(iii)          Reserves.

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

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

-5-

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

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

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

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

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

-6-

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

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

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

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

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

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

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

-7-

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

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

LENDER	DOLLAR COMMITMENT	COMMITMENT PERCENTAGE
Bank of America, N.A.	$150,000,000.00	100%

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

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

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

“Cost”: The lower of

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

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

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

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

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

-8-

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

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

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

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

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

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

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

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

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

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

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

-9-

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

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

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

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

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

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

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

“Encumbrance”: Each of the following:

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

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

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

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“Environmental Laws”: All of the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d)           On account of deposits or advances.

(e)           As lessee under Capital Leases.

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

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

“Indebtedness” also includes:

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

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

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

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

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

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

“Interest Payment Date”: With reference to:

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

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

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

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

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

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

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

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

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

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

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

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

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

“Issuer”: Bank of America, N.A.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Loan Ceiling”: $150,000,000.00.

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

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

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

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

“Maturity Date”: November 13, 2012.

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

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

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

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

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

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

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

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

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

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

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

“Prime Rate”: For any day, the higher of: (a) the variable annual rate of interest then most recently announced by Bank of America, N.A. at its head office in Charlotte, North Carolina as its  “Prime Rate”; and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% (0.50%) per annum.  The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer.  If for any reason the Lender shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Lender to obtain sufficient quotations thereof in accordance with the terms hereof, the Prime Rate shall be determined without regard to clause (b) of the first sentence of this definition, until the circumstances giving rise to such inability no longer exist. Any change in the Prime Rate due to a change in Bank of America’s Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in Bank of America’s Prime Rate or the Federal Funds Effective Rate, respectively.

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

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

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

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

(b)           Any Affiliate.

"Requirement of Law": As to any Person:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Article 2- The Revolving Credit:

2-1.Establishment of  Revolving Credit.

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

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

2-2.Intentionally Omitted.

2-3.Intentionally Omitted.

2-4.Risks of Value of Collateral»

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

2-5.Loan Requests.

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

(i)Availability will not be exceeded;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(iv)No Suspension Event is then extant.

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

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

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

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

2-6.Making of Loans Under Revolving Credit.

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

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

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

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

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

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

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

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

2-7.The Loan Account.

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

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

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

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

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

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

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2-8.The Revolving Credit Notes»

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

2-9.Payment of The Loan Account.

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

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

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

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

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

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

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

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

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2-10.Interest Rates.

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

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

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

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

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

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

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

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

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

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

2-11.Additional Fees.

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

2-12.Intentionally Omitted.

2-13.Line (Unused Fee).

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

2-14.Intentionally Omitted

2-15.Concerning Fees.

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

2-16.Lender’s Discretion.

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

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

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

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

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

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

(iii)Availability would not be exceeded.

(iv)Intentionally Omitted.

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

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

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

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

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

2-18.Fees For L/C’s.

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

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

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

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

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

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2-19.Cash Collateralization of L/Cs.

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

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

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

2-20.Concerning L/C’s.

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

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

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

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

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

(i)Select an advising bank, if any.

(ii)Select a paying bank, if any.

(iii)Select a negotiating bank.

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

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

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

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

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

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

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

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

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

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

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

2-21.Changed Circumstances.

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

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

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

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

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

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

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

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

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

2-22.Increased Costs»

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

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

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

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

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

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

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

2-23.Lender’s Commitments.

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

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

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

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

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

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

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

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

(c)Intentionally Omitted.

Article 3- Conditions Precedent:

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

3-2.Corporate Due Diligence.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 4- General Representations, Covenants and Warranties:

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

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

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

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

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

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

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

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

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

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

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

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

4-3.Trade Names.

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

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

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

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

4-4.Intellectual Property.

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

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

4-5.Locations.

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

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

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

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

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

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

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

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

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

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

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

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4-6.Title to Assets.

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

(i)Encumbrances in favor of the Lender.

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

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

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

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

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

(vii)Encumbrances arising under Capital Leases.

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)Any Indebtedness to the Lenders.

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

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

(d)Subordinated Indebtedness.

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

4-8.Insurance Policies.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4-13.Pay Taxes/Tax Shelter Regulations.

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

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

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

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

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

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

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

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

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

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

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

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

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

4-16.Hazardous Materials.

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

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

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

(b)The Loan Parties each shall:

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

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

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

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

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

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

(b)Intentionally Omitted.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4-23.Additional Assurances.

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

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

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

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

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

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

4-24.Adequacy of Disclosure.

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

(b)Intentionally Omitted

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

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

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

4-26.Prepayments of Indebtedness.

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

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

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

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

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

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

Article 5- Financial Reporting and Performance Covenants:

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

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

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

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

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

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

5-2.Access to Records.

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

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

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

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

5-3.Prompt Notice to Lender.

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

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

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

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

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

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

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

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

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

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

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

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

5-4.Intentionally Omitted.

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

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

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

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5-8.Annual Reports.

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

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

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

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

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

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

5-9.Intentionally Omitted.

5-10.Inventories, Appraisals, and Audits.

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

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

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

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

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

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

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

(e)Intentionally Omitted.

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5-11.Additional Financial Information.

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

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

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

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

5-12.Intentionally Omitted.

Article 6- Use and Collection of Collateral:

6-1.Use of Inventory Collateral.

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

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

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

6-3.Validity of Accounts.

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

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

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

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

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

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Article 7- Cash Management. Payment of Liabilities:

7-1.Depository Accounts.

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

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

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

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

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

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

7-2.Credit Card Receipts.

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

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

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

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

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

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

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

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

(c)The Loan Parties:

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

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

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

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

7-4.Proceeds and Collection of Accounts.

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

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

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

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

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

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

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

7-5.Payment of Liabilities.

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

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

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

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

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

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

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

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

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

Article 8- Grant of Security Interest:

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

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(a)All Accounts and Accounts Receivable.

(b)All Inventory.

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

(d)All Equipment.

(e)All Goods.

(f)All Fixtures.

(g)All Chattel Paper.

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

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

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

(k)All Commercial Tort Claims.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Article 10- Events of Default:

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

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

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

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

Section______Relates to______:

4-5                      Location of Collateral

4-6                      Title to Assets

4-7                      Indebtedness

4-8(b)                 Insurance Policies

6                          Use of Collateral

Article 7             Cash Management

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

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

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

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

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

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

10-10.Judgment.  Restraint of Business.

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

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

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

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

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

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

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

10-16.Challenge to Loan Documents.

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

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

10-17.Intentionally Omitted.

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

Article 11- Rights and Remedies Upon Default:

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

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

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

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

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

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

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

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

11-2.Sale of Collateral.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 12- Notices:

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

If to the Lender:

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Bank of America, N.A.

100 Federal Street, 9th Floor

Boston, Massachusetts 02110

Attention                      : Christine Hutchinson

          Vice President

Fax                                : (617) 790-1234

Email: christine.hutchinson@bankofamerica.com

With a copy to:

Riemer & Braunstein LLP

Three Center Plaza

Boston, Massachusetts  02108

Attention                      :  David S. Berman, Esquire

Fax                                : (617) 880-3456

Email: dberman@riemerlaw.com

If to the Borrower:

Aeropostale, Inc.

201 Willowbrook Blvd.

Wayne, New Jersey 07470

Attention                      : Joseph Pachella, VP and Treasurer

Fax                                : (201) 581-0399

Email: jpachella@aeropostale.com

With a Copy to:

Edward M. Slezak, Esquire

General Counsel

Aeropostale, Inc.

112 West 34th Street, 22nd Floor

New York, New York 10120

Fax: (646) 619-4873

Email: eslezak@aeropostale.com

12-2.Notice Given.

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

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

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

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

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

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

Article 13- Term:

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

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

Article 14- General:

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

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

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

14-4.Amendments.  Course of Dealing.

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

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

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

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

14-7.Costs and Expenses of Lender.

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

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

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

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

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

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

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14-10.Consent to Jurisdiction.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(h)The word “or” is not exclusive.

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

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

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

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

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

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

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

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

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

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

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

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

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

14-13.Intent. It is intended that:

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

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

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

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

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

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

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

14-16.Waivers.

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

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

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

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

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

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

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

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

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

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

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

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

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

[signature pages follow]

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

AEROPOSTALE, INC.

(“Borrower”)

By:	/s/ Michael J. Cunningham
Name:	Michael J. Cunningham
Title:	Executive Vice President and
	Chief Financial Officer

BANK OF AMERICA, N.A.

(“Lender”)

By:	/s/ Kathleen A. Dimock
Name:	Kathleen A. Dimock
Title:	Managing Director

1041615.7

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

Exhibit 2.8

Revolving Credit Note

AMENDED AND RESTATED REVOLVING CREDIT NOTE

Bank of America, N.A.

Boston, Massachusetts

November 13, 2007

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

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

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

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

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

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

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

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

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

[Signature Page to Follow]

 BORROWER:

Witness:

/s/ Joseph M. Pachella

 AEROPOSTALE, INC.

By:	/s/ Michael J. Cunningham
Name:	Michael J. Cunningham
Title:	Executive Vice President and
	Chief Financial Officer

1043675.3

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

EXHIBIT 4-2

RELATED ENTITIES

Other than the Guarantors, Aeropostale Canada, Inc.

Exhibit 4-3

Trade Names

 Aeropostale

 Jimmy'Z

Exhibit 4-5

Locations, Leases, and Landlords

(See Attached)

Store #

Store Name

Space #

City

State

Zip Code

Sq. Ft.

Developer

Developer Address

4

ADI

South River

New Jersey

8810

315,000

LIT-Northend LLC

2100 Mckinney Avenue

Suite 700

Dallas

TX

75201

5

Willowbrook Office

7th & 8th Floor

Wayne

New Jersey

7470

40,000

Willowbrook Center

2 Daniel Road

Fairfield

NJ

7004

11

Franklin Mills Mall

Philadelphia

Pennsylvania

19154

4,865

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

14

NYC Office

New York

New York

10017

59,121

Helmsley Spear

60 East 42nd Street

New York

NY

10017

19

Arizona Mills Mall

Tempe

Arizona

85282

4,255

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

20

Newport Center

Jersey City

New Jersey

7307

3,385

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

22

Stoneridge Mall

Pleasanton

California

95466

3,709

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

23

Bridgewater Commons

279

Bridgewater

New Jersey

8807

3,130

General Growth

110 N Wacker Dr.

Chicago

IL

60606

25

Parmatown Mall

#4

Parmatown

Ohio

44129

3,017

RMS Investment Company

7899 W Ridgewood Drive

Parma

OH

44129

27

Great Northern Mall

North Olmstead

Ohio

44070

3,423

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

28

Woodbridge Center

Woodbridge

New Jersey

7095

3,890

General Growth

110 N Wacker Dr.

Chicago

IL

60606

29

Nanuet Mall

Nanuet

New York

10954

3,900

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

30

Staten Island Mall

#247A

Staten Island

New York

10314

3,724

General Growth

110 N Wacker Dr.

Chicago

IL

60606

31

Rockaway Townsquare Mall

#128

Rockaway

New Jersey

7866

3,621

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

34

The Mall at Greece Ridge

Rochester

New York

14626

3,132

Wilmorite

1265 Scottsville Road

Rochester

NY

14624

35

Ross Park Mall

Pittsburgh

Pennsylvania

15237

3,584

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

36

The Mall at St Matthews

#1340

Louisville

Kentucky

40207

5,127

General Growth

110 N Wacker Dr.

Chicago

IL

60606

37

Cherry Hill Mall

#1230

Cherry Hill

New Jersey

8002

3,667

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

38

Valley Fair Shopping Center

#B577

Santa Clara

California

95050

2,864

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

41

River Oaks Center

Calumet City

Illinois

60409

2,778

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

43

Lycoming Mall

US Rts. 220 & 180

Pennsdale

Pennsylvania

17756

3,519

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

46

Lehigh Valley Mall

Whitehall

Pennsylvania

18052

4,020

Kravco

225 W Washington Street

Indianapolis

IN

46204

48

South Hills Village

Upper St Clair

Pennsylvania

15241

3,590

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

49

Hamilton Mall

Mays Landing

New Jersey

8330

4,221

Kravco

225 W Washington Street

Indianapolis

IN

46204

50

Square One Mall

Saugus

Massachusetts

1906

3,977

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

51

Dadeland Mall

Miami

Florida

33156

4,674

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

52

Sunrise Mall

Massapequa

New York

11758

3,290

General Growth

110 N Wacker Dr.

Chicago

IL

60606

54

Manhattan Mall

New York

New York

10001

4,326

Vomado

210 Route 4 East

Paramus

NJ

7652

56

Washington Crown Center

1500 W. Chestnut Street

Washington

Pennsylvania

15301-5864

3,436

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

57

Eastview Mall

#F9

Victor

New York

14564

3,600

Wilmorite

1265 Scottsville Road

Rochester

NY

14624

58

Garden State Plaza

#L1A

Paramus

New Jersey

7652

5,903

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

59

Marketplace Mall

Rochester

New York

14623

3,479

Wilmorite

1265 Scottsville Road

Rochester

NY

14624

60

Granite Run Mall

Media

Pennsylvania

19063

3,202

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

62

Walden Galleria

L213

Buffalo

New York

14225

3,073

Pyramid

4 Clinton Square

Syracuse

NY

13202

63

Burlington Mall

C16A

Burlington

Massachusetts

1803

2,800

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

65

Del Amo Mall

#14

Torrance

California

90503

3,300

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

66

Roosevelt Field Mall

#1036 & 1037

Garden City

New York

11530

5,377

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

67

Smith Haven Mall

J03

Lake Grove

New York

11755

4,116

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

70

Emerald Square

D322

North Attleboro

Massachusetts

2760

2,853

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

71

Twelve Oaks Mall

D181

Novi

Michigan

48377

2,799

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

75

Poughkeepsie Galleria

Poughkeepsie

New York

12601

3,409

Pyramid

4 Clinton Square

Syracuse

NY

13202

77

Hamilton Place

#267

Chattanooga

Tennessee

37421

2,593

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

78

Mall at Steamtown

Scranton

Pennsylvania

18503

4,645

Prizm Asset Mgt Co

300 Lackawanna Avenue

Scranton

PA

18503

79

Pentagon City

#1028

Arlington

Virginia

22202

3,840

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

84

Gwinnett Place

Duluth

Georgia

30096

3,383

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

85

Castleton Square

Indianapolis

Indiana

46250

4,030

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

86

Towne Center At Cobb

Kennesaw

Georgia

30144

4,098

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

87

Crossgates Mall

D206A

Albany

New York

12203

3,317

Pyramid

4 Clinton Square

Syracuse

NY

13202

88

Scottsdale Fashion Square

#2129

Scottsdale

Arizona

85251

3,708

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

89

Jefferson Valley Mall

Yorktown Heights

New York

10598

3,384

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

90

Trumball Shopping Park

Trumball

Connecticut

6611

3,500

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

91

Concord Mall

Wilmington

Delaware

19803

3,600

Allied Properties

4737 Concord Pike

Wilmington

DE

19803

92

Oxford Valley Mall

Langhome

Pennsylvania

19047

3,896

Kravco

225 W Washington Street

Indianapolis

IN

46204

93

Paramus Park Mall

#1675

Paramus

New Jersey

7652

4,240

General Growth

110 N Wacker Dr.

Chicago

IL

60606

99

Kings Plaza

Brooklyn

New York

11234

4,895

Vomado

210 Route 4 East

Paramus

NJ

7652

100

Willowbrook Mall

#1126

Wayne

New Jersey

7470

4,296

General Growth

110 N Wacker Dr.

Chicago

IL

60606

102

Park City Center

#C220

Lancaster

Pennsylvania

17601

3,786

General Growth

110 N Wacker Dr.

Chicago

IL

60606

103

Ohio Valley Mall

#320

St Clairsville

Ohio

43950

3,567

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

104

Los Cerritos Center

Cerritos

California

90703

3,900

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

105

Monroeville Mall

Monroeville

Pennsylvania

15146

3,845

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

106

Natick Mall

Natick

Massachusetts

1760

3,726

General Growth

110 N Wacker Dr.

Chicago

IL

60606

109

Belden Village

Canton

Ohio

44718

3,945

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

110

Dulles Town Center

#220

Dulles

Virginia

20166

3,000

Lemer

11501 Huff Court

North Bethesda

MD

20895

111

Lakeside Mall

D129

Sterling Heights

Michigan

48313

3,500

General Growth

110 N Wacker Dr.

Chicago

IL

60606

112

Holyoke Mall at Ingleside

Holyoke

Massachusetts

1040

3,136

Pyramid

4 Clinton Square

Syracuse

NY

13202

113

Genesee Valley Center

Flint

Michigan

48507

4,500

The Mills Corp

3341 S Linden Road

Flint

MI

48507

114

Greenwood Park Mall

Indianapolis

Indiana

46142

3,406

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

115

Shoppingtown Mall

#229A

Dewitt

New York

13214

4,625

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

116

University Park Mall

Mishawaka

Indiana

46545

3,634

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

117

Cross County Shopping Center

Yonkers

New York

10704

3,154

Marx Realty & Improvement Co

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

120

St Charles Towne Center

Waldorf

Maryland

20603

3,369

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

121

Fiesta Mall

#1250

Mesa

Arizona

85202

3,635

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

123

Great Lakes Mall

#330

Mentor

Ohio

44060

3,482

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

124

West Town Mall

#1156

Knoxville

Tennessee

37919

2,990

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

127

Edison Mall

Fort Meyers

Florida

33901

3,500

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

129

Quaker Bridge Mall

Lawrenceville

New Jersey

8608

3,222

Kravco

225 W Washington Street

Indianapolis

IN

46204

130

Livingston Mall

#1022

Livingston

New Jersey

7039

4,351

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

131

Ocean County Mall

#101L

Toms River

New Jersey

8753

3,645

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

132

Walt Whitman Mall

#1063

Huntington Station

New York

11746

4,354

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

133

Tri-County Mall

G-9

Cincinnati

Ohio

45246

2,500

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

134

Monmouth Mall

Eatontown

New Jersey

7724

3,598

Vornado

210 Route 4 East

Paramus

NJ

7652

135

Montgomery Mall

C1 &C2

North Wales

Pennsylvania

19454

4,046

Kravco

225 W Washington Street

Indianapolis

IN

46204

136

White Plains

#489

White Plains

New York

10601

3,690

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

137

Willow Grove Park

Willow Grove

Pennsylvania

19090

3,124

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

138

Stonestown Galleria

San Francisco

California

94132

3,581

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

139

Galleria at Crystal Run

D209

Middletown

New York

10940

3,599

Pyramid

4 Clinton Square

Syracuse

NY

13202

140

Carousel Center

Syracuse

New York

13290

3,070

Pyramid

4 Clinton Square

Syracuse

NY

13202

141

Sun Valley Mall

Concord

California

94520

2,590

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

142

Hawthom Center

G6UL

Vernon Hills

Illinois

60061

3,268

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

143

Stratford Square Mall

B20

Bloomingdale

Illinois

60108

2,557

The Mills Corp

3225 N Central Avenue

Suite 1205

Phoenix

AZ

85012

144

Deptford Mall

Deptford

New Jersey

8096

4,404

Kravco

225 W Washington Street

Indianapolis

IN

46204

145

Stamford Town Center

Stamford

Connecticut

6901

3,672

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

146

Woodfield Mall

G311

Schaumburg

Illinois

60173

5,124

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

147

Fox Valley Shopping Center

Aurora

Illinois

60504

4,086

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

148

Danbury Fair Mall

Danbury

Connecticut

6810

4,827

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

149

Eastern Hills Mali

Williamsville

New York

14221

3,550

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

150

Freehold Raceway Mall

Freehold

New Jersey

7728

2,981

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

151

Silver City Galleria Mall

Taunton

Massachusetts

2780

3,127

General Growth

110 N Wacker Dr.

Chicago

IL

60606

152

Christiana Mall

Newark

Delaware

19702

4,875

General Growth

110 N Wacker Dr.

Chicago

IL

60606

153

Columbia Mall

#153

Columbia

Maryland

21044

4,000

General Growth

110 N Wacker Dr.

Chicago

IL

60606

154

Menlo Park Mall

Edison

New Jersey

8837

4,000

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

157

Southlake Mall

Merrillville

Indiana

46410

4,598

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

158

Boulevard Mall

Amherst

New York

14226

4,731

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

159

Fairfield Mall

Beavercreek

Ohio

45431

3,731

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

160

Lynnhaven Mall

D06A

Virginia Beach

Virginia

23452

3,330

General Growth

110 N Wacker Dr.

Chicago

IL

60606

162

Seminole Towne Center

Sanford

Florida

32771

3,213

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

164

Chesterfield Towne Center

Midlothian

Virginia

23235

5,240

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

166

Queen Center

Elmhurst

New York

11373

3,823

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

167

Great Northern Mall

Clay

New York

13041

3,091

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

169

Sangertown Mall

G-02

New Hartford

Connecticut

13413

3,500

Pyramid

4 Clinton Square

Syracuse

NY

13202

171

Westmoreland Malt

#218

Greensburg

Pennsylvania

15601

2,838

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

172

Dover Mall

Dover

Delaware

19901

4,274

General Growth

110 N Wacker Dr.

Chicago

IL

60606

174

Green Acres Mall

Valley Stream

New York

11581

6,056

Vornado

210 Route 4 East

Paramus

NJ

7652

175

Tippecanoe Mall

Lafayette

Indiana

47905

4,633

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

176

Fox Run Mall

#1

Newington

New Hampshire

3801

3,670

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

177

Pyramid Mall Ithaca

B07

Ithaca

New York

14850

3,533

Pyramid

4 Clinton Square

Syracuse

NY

13202

178

Hudson Valley Mall

Kingston

New York

12401

3,600

Pyramid

4 Clinton Square

Syracuse

NY

13202

183

Metrocenter Mall

Phoenix

Arizona

85051

3,702

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

184

Palisades Center

B203

West Nyack

New York

10994

3,549

Pyramid

4 Clinton Square

Syracuse

NY

13202

185

South Shore Mall

Bay Shore

New York

11706

3,593

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

186

Owings Mills Mall

1106

Owings Mills

Maryland

21117

3,017

General Growth

110 N Wacker Dr.

Chicago

IL

60606

188

Stones River Mall

Murfreesboro

Tennessee

37129

3,000

General Growth

110 N Wacker Dr.

Chicago

IL

60606

189

Southland Shopping Center

1290

Taylor

Michigan

48180

3,500

General Growth

110 N Wacker Dr.

Chicago

IL

60606

190

Dayton Mall

252

Dayton

Ohio

45459

3,720

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

192

The Pavillions at Buckland Hills

1138

Manchester

Connecticut

6040

4,000

General Growth

110 N Wacker Dr.

Chicago

IL

60606

193

Exton Square Mall

2005

Exton

Pennsylvania

19341

3,360

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

194

Mall of New Hampshire

W123

Manchester

New Hampshire

3103

3,633

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

195

Crystal Mall

R207

Waterford

Connecticut

6385

2,842

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

196

Springfield Mali

GG10

Springfield

Virginia

22150

3,077

Vornado

210 Route 4 East

Paramus

NJ

7652

197

Annapolis Mall

Annapolis

Maryland

21401

3,974

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

198

Orland Square Shopping Center

B11

Chicago

Illinois

60462

3,081

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

200

Northshore Mall

E155

Peabody

Massachusetts

1960

3,467

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

201

Southern Park Mall

725

Youngstown

Ohio

44512

2,787

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

202

Great Lakes Crossing

859

Auburn Hills

Michigan

48326

3,184

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

203

Northwoods Mall

G532

Charleston

South Carolina

29406

4,072

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

204

Mall of America

N118

Bloomington

Minnesota

55425

4,077

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

205

Century Mall III

629

West Mifflin

Pennsylvania

15123

3,107

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

206

Hanes Mall

AL-120

Winston Salem

North Carolina

27103

3,961

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

207

Rivertown Crossing

2048

Grandville

Michigan

49418

3,549

General Growth

110 N Wacker Dr.

Chicago

IL

60606

208

Providence Place

B307

Providence

Rhode Island

2903

3,090

General Growth

110 N Wacker Dr.

Chicago

IL

60606

209

Meriden Square Mall

4068

Meriden

Connecticut

6451

3,436

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

214

Southpark Center

DL-408

Strongsville

Ohio

44136

3,424

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

215

Glenbrook Square Mall

E6

Fort Wayne

Indiana

46805

3,467

General Growth

110 N Wacker Dr.

Chicago

IL

60606

216

Market Place Shopping Center

340

Champaigne

Illinois

61820

3,826

General Growth

110 N Wacker Dr.

Chicago

IL

60606

218

Summit Mall

258A

Akron

Ohio

44333

3,139

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

219

Eastwood Mall

652

Niles

Ohio

44446

3,500

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

220

College Mall

M13A

Bloomington

Indiana

47401

3,523

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

221

Muncie Mall

L05

Muncie

Indiana

47303

3,698

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

222

Plymouth Meeting Mall

2100

Plymouth

Pennsylvania

19462

3,083

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

223

Haywood Mall

2045

Greenville

South Carolina

29605

3,442

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

224

Jersey Gardens

2076

Elizabeth

New Jersey

7201

2,543

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

225

Knoxville Center Mall

2187

Knoxville

Tennessee

37924

3,019

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

226

Meridian Mall

243

Lansing

Michigan

48864

3,630

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

227

Franklin Park Mall

520

Toledo

Ohio

43623

3,835

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

228

Potomac Mills Center

247

Woodbridge

Virginia

22192

3,561

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

229

Coventry Mail

C8

Pottstown

Pennsylvania

19465

2,958

Stoltz Management

Routes 724 & 100

Pottstown

PA

19465

230

Coolsprings Galleria

2430

Franklin

Tennessee

37067

2,418

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

231

Fairlane Town Center

N314

Dearborn

Michigan

48126

3,047

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

233

Colonial Mall Gadsden

47

Gadsden

Alabama

35901

3,165

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

234

Colonial Park Mall

15

Harrisburg

Pennsylvania

17109

3,125

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

235

Hickory Hollow Mall

2111/2113

Antioch

Tennessee

37013

3,597

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

236

Pheasant Lane Mall

E145

Nashua

New Hampshire

3060

2,630

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

237

Beaver Valley Mall

640

Monaca

Pennsylvania

15061

4,000

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

238

Honey Creek

B2

Terre Haute

Indiana

44310

3,667

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

239

RiverGate Mall

A6A

Goodlettsville

Tennessee

37072

3,452

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

240

Cary Town Center

E4428

Raleigh

North Carolina

27511

2,567

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

242

Grand Central Mall

273

Vienna

West Virginia

26105

2,712

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

243

Mall at Johnson City

17

Johnson City

Tennessee

37601

3,055

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

244

Maplewood Mall

2012

Maplewood

Minnesota

55109

2,974

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

245

Chesterfield Mall

BL220

Chesterfield

Missouri

63017

3,208

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

246

Chapel Hill Mall

339

Akron

Ohio

44310

3,418

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

247

Fashion Square Mall

C312

Saginaw

Michigan

48604

3,009

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

248

Wilton Mall

E18

Saratoga Springs

New York

12866

2,467

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

249

Asheville Mall

L42

Asheville

North Carolina

28805

3,363

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

250

Burnsville Center

1044

Burnsville

Minnesota

55306

2,676

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

251

Eastland Mall

64

Evansville

Indiana

47715

3,310

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

252

Opry Mills

476

Nashville

Tennessee

37214

3,590

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

253

Crestwood Mall

436

St Louis

Missouri

63126

2,570

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

254

Mid Rivers

1252

St Peters

Missouri

63376

3,133

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

255

Charlestown Mall

C214

St Charles

Illinois

60174

3,016

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

256

Independence Mall

D114

Kingston

Massachusetts

2364

3,081

Pyramid

4 Clinton Square

Syracuse

NY

13202

257

Circle Centre Mall

F16

Indianapolis

Indiana

46225

3,632

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

258

Tysons Corner Center

G5U

McLean

Virginia

22102

3,578

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

259

Arundel Mills

211

Hanover

Maryland

21076

3,088

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

260

Arnot Mall

N9

Horsehead

New York

14844

3,000

Arnot Realty

3300 Chambers Road South

Horsehead

NY

14845

261

Morgantown

613

Morgantown

West Virginia

26501

2,870

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

262

Arbor Place

1180

Douglassville

Georgia

30315

3,237

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

263

Governor's Square

2170

Tallahassee

Florida

32301

3,024

General Growth

110 N Wacker Dr.

Chicago

IL

60606

264

Colonial Mall at Macon

18

Macon

Georgia

31206

3,120

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

265

Miller Hill

J08

Duluth

Minnesota

55811

2,842

Simon Property Group

225 W Washington Street .

Indianapolis

IN

46204

266

Merle Hay Mall

912

Des Moines

Iowa

50310

3,456

The Mills Corp

3850 Merle Hay Road

Suite 101

Des Moines

IA

50310

268

Oak Court

1130

Memphis

Tennessee

38117

4,000

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

269

Four Seasons Mall

209

Greensboro

North Carolina

27407

3,585

General Growth

110 N Wacker Dr.

Chicago

IL

60606

271

Harford Mall

W4

Belair

Maryland

21014

3,243

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

272

University Mall

112

Tuscaloosa

Alabama

35405

3,539

Aronov Realty Management

3500 Eastern Blvd

Montgomery

AL

36116

273

Meadowbrook Mall

640

Bridgeport

West Virginia

26330

3,325

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

274

Sandusky Mall

327

Sandusky

Ohio

44870

3,457

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

275

Eastland Mall

1055

Bloomington

Illinois

61701

4,211

Copaken White Blitt

1100 Walnut

Suite 2000

Kansas City

MO

64106

277

Brass Mill

1128

Waterbury

Connecticut

6706

3,759

General Growth

110 N Wacker Dr.

Chicago

IL

60606

278

White Marsh

2035

Baltimore

Maryland

21236

3,265

General Growth

110 N Wacker Dr.

Chicago

IL

60606

280

Concord Mills

699

Concord

North Carolina

28027

3,051

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

281

Kennedy Mall

566

Dubuque

Iowa

52002

3,745

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

282

Augusta Mall

1131

Augusta

Georgia

30909

3,242

General Growth

110 N Wacker Dr.

Chicago

IL

60606

283

Independence Mall

1093

Wilmington

North Carolina

28403

3,216

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

284

Colonial Myrtle Beach

D9

Myrtle Beach

South Carolina

29572

3,438

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

285

Colonial Mall Greenville

D4

Greenville

North Carolina

27858

2,895

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

286

Richland Mall

A7

Mansfield

Ohio

44906

3,500

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

287

North Dartmouth Mall

1360

North Dartmouth

Massachusetts

2747

3,300

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

288

Eastland Mall

B8

Columbus

Ohio

43232

4,560

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

289

Woodland Mall

1A

Grand Rapids

Michigan

49512

3,615

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

290

Valley Hills Mall

230

Hickory

North Carolina

28602

3,699

General Growth

110 N Wacker Dr.

Chicago

IL

60606

291

Riverchase Galleria

V2

Birmingham

Alabama

35244

3,089

General Growth

110 N Wacker Dr.

Chicago

IL

60606

292

Westroads

Omaha

Nebraska

68114

4,022

General Growth

110 N Wacker Dr.

Chicago

IL

60606

293

Tanger Factory Outlet Center-NY

304

Riverhead

New York

11901

3,860

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

294

Springfield Mall

10BU

Springfield

Pennsylvania

19064

3,071

Kravco

225 W Washington Street

Indianapolis

IN

46204

297

Macomb Mall

240/250

Roseville

Michigan

48066

3,000

Macomb Association

25 W 39th Street

New York

NY

10018

299

Mall of Louisiana

2186

Baton Rouge

Louisiana

70836

3,369

General Growth

110 N Wacker Dr.

Chicago

IL

60606

300

River Hills Mall

308

Mankato

Minnesota

56001

3,044

General Growth

110 N Wacker Dr.

Chicago

IL

60606

301

Colonial Mall Bel Aire

C19

Mobile

Alabama

36606

2,846

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

303

Northtown Mall

H19

Blaine

Minnesota

55434

3,600

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

304

Bangor Mall

E6

Bangor

Maine

4401

3,514

Kravco

225 W Washington Street

Indianapolis

IN

46204

305

Oakdale

Suite 76

Johnson City

New York

13790

2,827

Vomado

210 Route 4 East

Paramus

NJ

7652

306

Independence Center

G07

Independence

Missouri

64057

3,800

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

307

Polaris

2094

Columbus

Ohio

43240

3,243

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

308

South County Mall

51

St Louis

Missouri

63129

3,861

Westfieid

11601 Willshire Boulevard

Los Angeles

CA

90025

309

Midway Mall

F36

Elyria

Ohio

44035

3,036

Westfieid

11601 Willshire Boulevard

Los Angeles

CA

90025

310

Valley View Mall

LB40

Roanoke

Virginia

24012

2,920

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

311

West Ridge Mall

G13A

Topeka

Kansas

66604

3,093

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

312

McKinley Mall

807

Buffalo

New York

14219

3,372

Zamias

300 Market Street

Johnstown

PA

15901

313

Maine Mall

W11

Portland

Maine

4106

3,370

General Growth

110 N Wacker Dr.

Chicago

IL

60606

314

CherryVale Mall

F129

Rockford

Illinois

61112

3,438

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

315

St Clair Square

105

Fairview Heights

Illinois

62208

4,041

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

316

Cross Creek Mall

TB7

Fayetteville

North Carolina

28303

3,858

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

317

Charleston Town Center

2105

Charleston

West Virginia

25389

2,849

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

318

Mayfair Mall

865

Wauwatosa

Wisconsin

53226

3,023

General Growth

110 N Wacker Dr.

Chicago

IL

60606

319

White Oaks Mall

C10

Springfield

Illinois

62704

3,623

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

330

Park Plaza Mall

Little Rock

Arkansas

72205

2,910

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

331

The Hanover Mall

113

Hanover

Massachusetts

2339

3,000

Weiner

1775 Washinton Street

Hanover

MA

2339

332

Chicago Ridge

Chicago

Illinois

60415

3,509

Shopco Advisory Corp.

1250 Braodway

New York

NY

10001

333

Washington Square

166

Indianapolis

Indiana

46229

3,016

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

334

Ashland Town Center

468

Ashland

Kentucky

41101

3,354

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

335

River Valley Mall

Lancaster

Ohio

43130

3,200

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

336

Logan Valley Mall

944

Altoona

Pennsylvania

16602

3,227

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

337

Capital City Mall

Camp Hill

Pennsylvania

17011-7003

3,603

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

338

Jefferson Pointe Mall

H10

Fort Wayne

Indiana

46804

3,401

Red Development

4717 Central Avenue

Kansas City

MS

64112

339

The Mall at Whitney Field

Formerly Searstown Mall Leominster

Massachusetts

46804

3,548

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

340

Oakwood Mall

322

Eau Claire

Wisconsin

54701

3,786

General Growth

110 N Wacker Dr.

Chicago

IL

60606

341

The Lakes Mall

1076

Muskegon

Michigan

49444

2,928

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

342

York Galleria

166

York

Pennsylvania

17402

3,055

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

343

River Ridge Mall

B90

Lynchburgh

Virginia

24502

3,200

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

344

Berkshire Mall

B104

Lanesboro

Massachusetts

1237

3,500

Pyramid

4 Clinton Square

Syracuse

NY

13202

346

Robinson Town Center

Robinson Township

Pennsylvania

3,266

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

347

Stroud Mall

Stroudsburgh

Pennsylvania

18360

2,750

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

348

Connecticut Post

2041

Milford

Connecticut

6460

2,890

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

349

Berkshire Mall

G7

Wyomissing

Pennsylvania

19610

3,625

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

350

South Pointe

D5

Lincoln

Nebraska

68516

2,800

Red Development

4717 Central Avenue

Kansas City

MS

64112

351

The Plaza at King of Prussia

King of Prussia

Pennsylvania

19406

3,223

Kravco

225 W Washington Street

Indianapolis

IN

46204

353

Northpark Mall

36

Davenport

Iowa

52806

3,415

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

354

Southpark Mall

175

Moline

Illinois

61265

3,103

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

355

Eastgate Mall

344

Cincinnati

Ohio

45245

3,964

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

356

Southpark

F40

Colonial Heights

Virginia

23834

3,150

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

357

Clearview Mall

BL06

Butler

Pennsylvania

16001

2,997

JJ Gumberg

1051 Brinlon Road

Pittsburgh

PA

15221

358

Gateway Mall

Lincoln

Nebraska

3,728

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

359

Burlington Town Center

Burlington

Vermont

3,000

General Growth

110 N Wacker Dr.

Chicago

IL

60606

360

Nittany Mall

State College

Pennsylvania

16801

3,333

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

361

Spring Hill

Lease ID # 405001 0003

iWest Dundee

Illinois

60118

3,402

General Growth

110 N Wacker Dr.

Chicago

IL

60606

362

Solomon Pond

N219

Marlborough

Massachusetts

1752

3,208

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

363

Mall of Georgia

2025

Buford

Georgia

30519

3,713

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

364

Northwoods Mall

Peoria

Illinois

61613

4,281

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

365

Findlay Village

#153

Findlay

Ohio

45839

3,600

JJ Gumberg

1051 Brinton Road

Pittsburgh

PA

15221

366

Wausau Center

Wausau

Wisconsin

3,600

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

367

Birchwood Mall

Port Huron

Michigan

3,199

General Growth

110 N Wacker Dr.

Chicago

IL

60606

368

Susquehanna Valley

Selinsgrove

Pennsylvania

17870

3,090

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

369

Eden Prairie Center

Eden Prairie

Minnesota

55344

3,530

General Growth

110 N Wacker Dr.

Chicago

IL

60606

370

Steeplegate Mall

Concord

New Hampshire

3301

3,158

General Growth

110 N Wacker Dr.

Chicago

IL

60606

371

Salmon Run Mall

NYS Rte 3

Watertown

New York

2,958

Pyramid

4 Clinton Square

Syracuse

NY

13202

372

Champlain Center North

C119

Pittsburgh

New York

3,366

Pyramid

4 Clinton Square

Syracuse

NY

13202

373

Florence Mall

Florence

Kentucky

3,828

General Growth

110 N Wacker Dr.

Chicago

IL

60606

374

North Grand Mall

Ames

Iowa

50010

3,707

Landau & Heyman

303 E Main Street

Suite 201

Barrington

IL

60010

375

Palmer Park Mall

Palmer Township

Easton

Pennsylvania

18042

2,971

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

376

Manhattan Town Center

Manhattan

Kansas

3,500

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

377

Jefferson Mall

Louisville

Kentucky

2,521

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

378

University Mall

South Burlington

Vermont

3,000

Finard & Company

One Burlington Woods Dr

Burlington

MA

01803

379

Rockingham Park Mall

Salem

New Hampshire

3079

3,419

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

380

Brookfield Square

Brookfield

Wisconsin

53005-6084

3,968

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

381

Johnstown Galleria

Johnstown

Pennsylvania

15901

3,250

Zamias

300 Market Street

Johnstown

PA

15901

382

Madison Square Mall

Huntsville

Alabama

35806

3,060

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

383

Rotterdam Square

Schenectady

New York

12306

2,930

Wilmorite

1265 Scottsville Road

Rochester

NY

14624

384

Kenwood Town Center

Cincinnati

Ohio

45236

3,650

General Growth

110 N Wacker Dr.

Chicago

IL

60606

385

Kentucky Oaks Mall

Paducah

Kentucky

42001

3,651

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

386

Upper Valley Mall

Springfield

Ohio

45504

3,024

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

387

Apple Blossom Mall

Winchester

Virginia

22601

3,252

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

388

College Square - IA

Cedar Falls

Iowa

50613

3,514

Landau & Heyman of Iowa, Inc.

249 W 17th Street

New York

NY

10011

389

Wolfchase Galleria

Memphis

Tennessee

38133

3,450

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

390

Magnolia Mall

Florence

South Carolina

29501

3,002

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

391

Phillipsburg Mall

Phillipsburg

New Jersey

08865-4105

3,696

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

392

West Towne Mall

Madison

Wisconsin

53719-1069

3,050

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

393

Regency Mall

Racine

Wisconsin

53406-5052

3,450

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

394

Northgate Mall

Cincinnati

Ohio

45251

3,300

David Hocker

1901 Frederica Street

Owensboro

KY

42301

395

Brunswick Square

East Brunswick

New Jersey

8816

3,790

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

396

Easton Town Center

Columbus

Ohio

43219

3,673

Steiner and Associates, Inc.

4200 Regent Street

Suite 210

Columbus

OH

43219

397

Indian Mound Mall

Heath

Ohio

43056

3,953

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

398

Towne East Square

Wichita

Kansas

67207

3,100

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

399

Sikes Senter Mall

Wichita Falls

Texas

76308

3,500

General Growth

110 N Wacker Dr.

Chicago

IL

60606

440

Coral Ridge Mall

Coralville

Iowa

52241

3,401

General Growth

110 N Wacker Dr.

Chicago

IL

60606

441

Georgia Square Mall

Suite 212

Athens

Georgia

30606-3155

3,150

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

442

Mall of Abilene

Abilene

Texas

79606

3,339

Landau & Heyman

124 Johnson Ferry Rd

Atlanta

GA

30328

443

Great Mall of the Great Plains

Olathe

Kansas

66061

4,284

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

444

Central Mall

Fort Smith

Arkansas

72903

2,920

Warmack and Company, LLC

Central Mall

Fort Smith

AR

72903

445

Santa Rosa Mall

Suite 60

Mary Esther

Florida

32569

3,054

Jim Wilson

3500 Piedmont Road NE

Suite 600

Atlanta

GA

30305

446

Westwood Mall

Jackson

Michigan

49201

4,214

General Growth

110 N Wacker Dr.

Chicago

IL

60606

447

Eastwood Town Center

Lansing

Michigan

48912

3,600

Jeffery R. Anderson Realty

3805 Edwards Road

Suite 700

Cincinnati

OH

45209

448

Penn Square Mall

Oklahoma City

Oklahoma

73116

3,152

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

449

Louis Joliet Mall

Joliet

Illinois

60431

4,281

The Mills Corp

3340 Mall Loop

Joliet

IL

60431

450

Crossroads Center

St. Cloud

Minnesota

56301

4,021

General Growth

110 N Wacker Dr.

Chicago

IL

60606

451

University Mall

Carbondale

Illinois

62902

3,600

Landau & Heyman

120 South Riverside Plaza

Suite 1605

Chicago

IL

60606

452

West Valley Mall

Tracy

California

95304

3,498

General Growth

110 N Wacker Dr.

Chicago

IL

60606

453

Cape Cod Mall

Hyannis

Massachusetts

2601

3,862

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

454

Grand Traverse Mall

Traverse City

Michigan

49684

3,040

General Growth

110 N Wacker Dr.

Chicago

IL

60606

455

Enfield

Enfield

Connecticut

6082

3,300

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

456

Lakeland Square Mall

RM 304

Lakeland

Florida

33809

3,200

General Growth

110 N Wacker Dr.

Chicago

IL

60606

457

Colony Square

Zanesvllle

Ohio

43701

2,659

General Growth

110 N Wacker Dr.

Chicago

IL

60606

458

Westshore Mall

Holland

Michigan

49424

3,053

Wilmorite

1265 Scottsville Road

Rochester

NY

14624

459

Towne Mall

Elizabethtown

Kentucky

42701

3,000

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

460

Janesville Mall

Janesville

Wisconsin

53545

3,418

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

461

West Park Mall

Suite 134

Cape Girardeau

Missouri

63703

3,811

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

462

Viewmont Mall

Scranton

Pennsylvania

18508-1305

3,300

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

463

Swansea Mall

Swansea

Massachusetts

2777

3,028

General Growth

110 N Wacker Dr.

Chicago

IL

60606

464

Bay City Mall

Bay City

Michigan

48706

3,410

General Growth

110 N Wacker Dr.

Chicago

IL

60606

465

Lansing Mall

Lansing

Michigan

48917

3,500

General Growth

110 N Wacker Dr.

Chicago

IL

60606

466

Lakeview Square Mall

Battle Creek

Michigan

49015

3,500

General Growth

110 N Wacker Dr.

Chicago

IL

60606

467

Governor's Square Mall

Clarksville

Tennessee

37042

3,720

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

468

Eastfield Mall

Springfield

Massachusetts

1129

3,470

Mountain Development Corp.

100 Delawanna Avenue

Suite 100

Clifton

NJ

7014

469

Northpark Mall

101 Rangeline Road

Joplin

Missouri

64801

3,167

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

470

Northgate Mall (TN)

Chattanooga

Tennessee

37415

3,000

General Growth

110 N Wacker Dr.

Chicago

IL

60606

471

Hulen Mall

Fort Worth

Texas

76132

2,909

General Growth

110 N Wacker Dr.

Chicago

IL

60606

472

Ridgemar Mall

Fort Worth

Texas

76116

2,982

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

473

Arsenal Mall

Watertown

Massachusetts

2472

3,809

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

474

Apache Mall

Rochester

Minnesota

55902

3,041

General Growth

110 N Wacker Dr.

Chicago

IL

60606

475

Anderson Mall

Anderson

South Carolina

29621

3,848

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

476

South Shore Plaza

Braintree

Massachusetts

2184

3,190

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

477

Northgate Mall (NC)

Raleigh

North Carolina

27701

2,747

Northgate Associates

P.O. Box 2476

Durham

NC

27715

478

Yorktown Mall

Lombard

Illinois

60148

2,835

Pehrson Long Associates

203 Yorktown Center

Lombard

IL

60148

479

Pecanland Mall

Monroe

Louisiana

71203

3,654

General Growth

110 N Wacker Dr.

Chicago

IL

60606

481

Park Place Mall

Tucson

Arizona

85711

3,174

General Growth

110 N Wacker Dr.

Chicago

IL

60606

482

Neshaminy Mall

Bensalem

Pennsylvania

19020

3,175

General Growth

110 N Wacker Dr.

Chicago

IL

60606

483

Triangle Town Center

Raleigh

North Carolina

27616

3,541

Jacobs Group

25425 Center Ridge Road

Cleveland

OH

44145

484

The Oaks Mall

Gainsville

Florida

32605

3,349

General Growth

110 N Wacker Dr.

Chicago

IL

60606

485

Collin Creek Mall

Piano

Texas

75075

3,531

General Growth

110 N Wacker Dr.

Chicago

IL

60606

486

Colonial Mall at Auburn

Auburn

Alabama

36830

3,538

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

487

Carolina Place Mall

Pineville

North Carolina

28134

2,997

General Growth

110 N Wacker Dr.

Chicago

IL

60606

488

The Parks at Arlington

#2206

Arlington

Texas

76015-4194

3,330

General Growth

110 N Wacker Dr.

Chicago

IL

60606

489

Towne Square Mall

Owensboro

Kentucky

42301

3,674

Aronov Realty Management

3500 Eastern Blvd

Montgomery

AL

36116

490

Prime Outlets of Grove City

Grove City

Pennsylvania

16127

4,749

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

491

Prime Outlets of Hagerstown

Hagerstown

Maryland

21740

5,063

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

492

San Marcos Outlet Stores

Suite 450

San Marcos

Texas

78666-5957

5,764

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

493

Rehoboth Outlets

Rehoboth Beach

Delaware

19971

5,000

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

494

Valley Mall

Attention: Mall Management

Harrisonburg

Virginia

22801

3,200

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

506

Shenango Valley Mall

Hermitage

Pennsylvania

16148

3,600

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

507

Greenwood Mall

Bowling Green

Kentucky

42104

3,584

General Growth

110 N Wacker Dr.

Chicago

IL

60606

508

Myrtle Beach Outlet

Myrtle Beach

South Carolina

29579

5,040

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

509

Pleasant Prairie Outlets

Kenosha

Wisconsin

53158

3,600

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

510

Jeffersonville

Jeffersonville

Ohio

43128

4,976

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

511

Prime Outlets Brich Run

Birch Run

Michigan

48415

6,000

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

512

Prime Outlets Niagara

Niagara Falls

New York

14304

3,874

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

515

Waterloo Outlets

Waterloo

New York

13165

6,000

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

516

Huntley Outlets

Huntley

Illinois

60149

5,104

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

517

New River Valley Mall

Christiansburg

Virginia

24073-6506

3,542

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

518

Crossroads Mall

Portage

Michigan

49024

3,271

General Growth

110 N Wacker Dr.

Chicago

IL

60606

519

Wyoming Valley Mall

Wilkes Barre

Pennsylvania

18702

3,385

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

520

Virginia Center Commons

Glen Allen

Virginia

23059

2,809

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

521

Geneva Center Commons

Geneva

Illinois

60134

3,600

Jeffery R. Anderson Realty

3805 Edwards Road

Suite 700

Cincinnati

OH

45209

522

Southridge Mall

Greendale

Wisconsin

53129

4,500

The Mills Corp

5425 Wisconsin Avenue

Suite 500

Chevey Chase

MD

20815

523

Tulsa Promenade

Tulsa

Oklahoma

74135

3,682

Coyote Management LP

16475 Dallas Parkway

Suite 250

Addison

TX

75001

524

Esplanade Mall

Kenner

Louisiana

70065

3,274

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

525

Kirkwood Mall

Bismark

North Dakota

58504

4,284

The Mills Corp

7th Street and Bismark Exp

Bismark

ND

58504

526

Grapevine Mills Mall

Grapevine

Texas

76051

2,803

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

527

Golden East Crossing

Rocky Mount

North Carolina

27804

2,606

General Growth

110 N Wacker Dr.

Chicago

IL

60606

528

Sarasota Square

Sarasota

Florida

34238

3,389

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

529

Green Tree Mall

Clarksville

Indiana

47129

3,000

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

530

Columbia Mall (MO)

Columbia

Missouri

65203

3,003

General Growth

110 N Wacker Dr.

Chicago

IL

60606

531

Quintard Mall

Oxford

Alabama

36203

3,515

Grimmer Realty Company

200 Green Springs Highway

Birmingham

AL

35209

532

Huntington Mall

Barboursville

West Virginia

25504

3,566

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

533

Northtown Mall

Spokane

Washington

99207

3,067

General Growth

110 N Wacker Dr.

Chicago

IL

60606

534

Southwest Plaza

Littleton

Colorado

80123

3,828

General Growth

110 N Wacker Dr.

Chicago

IL

60606

535

Bellis Fair Mall

Bellingham

Washington

98226

3,426

General Growth

110 N Wacker Dr.

Chicago

IL

60606

536

Patrick Henry Mall

New Port News

Virginia

23602

3,434

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

537

The Citadel Mall

Colorado Springs

Colorado

80909

3,848

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

538

North East Mall

Hurst

Texas

76053

3,199

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

539

Alderwood Mall

Lynnwood

Washington

98037

3,132

General Growth

110 N Wacker Dr.

Chicago

IL

60606

540

Kitsap Mall

Silverdale

Washington

98383

3,500

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

541

South Hill Mall

Puyallup

Washington

98373

3,382

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

542

Arbor Lakes Mall

Maple Grove

Minnesota

55369

3,620

Red Development

4717 Central Avenue

Kansas City

MS

64112

543

Vancouver Mall

Vancouver

Washington

98662

3,210

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

544

Bay Park Square

Green Bay

Wisconsin

54304

3,527

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

545

Country Side Mall

Clearwater

Florida

33761

3,349

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

546

Fox River Mall

Appleton

Wisconsin

54913

4,000

General Growth

110 N Wacker Dr.

Chicago

IL

60606

547

Columbia Mall

Grand Forks

North Dakota

58201

3,309

The Mills Corp

257 E Main Street

Barrington

IL

60010

548

Lima Mall

Lima

Ohio

45805

4,000

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

549

Valley View Mall-WI

LaCrosse

Wisconsin

54601

3,422

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

550

Post Oak Mall

College Station

Texas

77840

3,785

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

551

Midland Mall

Pay rent for 3800 sqft, sp

Midland

Michigan

48642

3,800

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

552

Moorestown Mall

Moorestown

New Jersey

8057

3,000

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

553

Carolina Mall

Concord

North Carolina

28025

3,418

Hull Storey Retail Group

3632 Wheeler Road

Augusta

GA

30909

554

Valley West Mall

West DeMoines

Iowa

50266

3,880

Watson Centers

3100 W Lake Street

Suite 420

Minneapolis

MN

55416

555

Cordova Mall

Pensacola

Florida

32504

3,999

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

556

Mall of the Bluffs

Council Bluffs

Iowa

51503

3,571

General Growth

110 N Wacker Dr.

Chicago

IL

60606

557

Quail Springs

Oklahoma City

Oklahoma

73134

3,333

General Growth

110 N Wacker Dr.

Chicago

IL

60606

558

Towne West Square

Wichita

Kansas

67209

3,180

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

559

Eastdale Mall

Montgomery

Alabama

36117

3,395

Aronov Realty Management

3500 Eastern Blvd

Montgomery

AL

36116

560

North Point Mall

Alpharetta

Georgia

30022

3,596

General Growth

110 N Wacker Dr.

Chicago

IL

60606

561

Altamonte Mall

Altamonte Springs

Florida

32701

3,552

General Growth

110 N Wacker Dr.

Chicago

IL

60606

562

Foothills Mall

Fort Collins

Colorado

80525

3,188

General Growth

110 N Wacker Dr.

Chicago

IL

60606

563

Vista Ridge Mall

Lewisville

Texas

75067

2,762

General Growth

110 N Wacker Dr.

Chicago

IL

60606

564

Ridgedale Mall

Minnetonka

Minnesota

55305

3,481

General Growth

110 N Wacker Dr.

Chicago

IL

60606

565

North Star Mall

San Antonio

Texas

78216

4,620

General Growth

110 N Wacker Dr.

Chicago

IL

60606

566

Memorial City Mall

Houston

Texas

77027

3,458

General Growth

110 N Wacker Dr.

Chicago

IL

60606

567

Empire Mali

Sioux Falls

South Dakota

57106

3,409

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

568

Southern Hills Mall

Sioux City

Iowa

51106

3,561

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

569

Oglethorpe Mall

Savannah

Georgia

31406

3,580

General Growth

110 N Wacker Dr.

Chicago

IL

60606

570

Southlake Mall

Morrow

Georgia

30260

4,121

General Growth

110 N Wacker Dr.

Chicago

IL

60606

571

Millcreek Mall

Erie

Pennsylvania

16565

3,708

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

572

Vintage Faire Mall

Modesto

California

95356

3,776

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

573

Wiregrass Commons

Dothan

Alabama

36303

3,407

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

574

Westgate Mall

Spartanburg

South Carolina

29301

4,191

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

575

Deerbrook Mall

Humble

Texas

77338

3,090

General Growth

110 N Wacker Dr.

Chicago

IL

60606

576

Colonial Mall Valdosta

Valdosta

Georgia

31601

3,371

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

577

Parkway Place Mall

Huntsville

Alabama

35801

3,545

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

578

Francis Scott Key Mall

Frederick

Maryland

21703

4,089

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

579

Tanger Five Oaks

Sevierville

Tennessee

37862

3,550

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

580

Prime Outlets Ellenton

Ellenton

Florida

34222

4,118

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

581

Prime Outlets at Gaffney

Gaffney

South Carolina

29341

3,514

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

582

Tanger Outlet Center in Foley

see letter 12/22/03 for l

Foley

Alabama

36535

5,240

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

583

Gettysburg Outlet

Gettysburg

Pennsylvania

17325

3,600

Delancey Realty Services

718 Arch Street

Suite 400

Philadelphia

PA

19106

584

Woodland Hills Mall

Tulsa

Oklahoma

74133

3,531

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

585

Valley River Mall

Eugene

Oregon

97401

3,500

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

586

Dakota Square

Paying 7% of sales until $

Minot

North Dakota

58701

3,393

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

587

South Plains Mall

Lubbock

Texas

79414

3,590

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

588

Rivercenter Mall

San Antonio

Texas

78205

3,558

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

589

Lakeline Mall

Cedar Park

Texas

78613

2,986

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

590

Tuttle Crossing

Dublin

Ohio

43016

3,013

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

591

Lakeforest Mall

Gaithersburg

Maryland

20877

3,162

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

592

Clackamas Town Center

Portland

Oregon

97086

3,390

General Growth

110 N Wacker Dr.

Chicago

IL

60606

593

Fort Henry Mall

Kingsport

Tennessee

37664

2,880

Boardwalk Management Company, Inc.

31640 US Highway 19 N

Suite 1

Palm Harbor

FL

34684

594

Regency Square Mall

Florence

Alabama

35630

3,500

Hull Storey Retail Group

3632 Wheeler Road

Augusta

GA

30909

595

Eastridge Mall

Gastonia

North Carolina

28054

2,870

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

596

Acadiana Mall

Lafayette

Louisiana

70503

2,984

Lafayette Associates

2690 Crooks Rd

Suite 400

Troy

Ml

48084

597

Spotsylvania Mall

For calculation purposes

Fredericksburg

Virginia

22407

3,563

Cafaro

2445 Belmont Ave

Youngstown

OH

44504

596

Rushmore Mall

Rapid City

South Dakota

57701

3,393

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

599

Tanger Branson

Branson

Missouri

65616

3,345

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

600

Castle Rock Outlets

Castle Rock

Colorado

80106

4,718

Craig Realty Group

1500 Quail Street

Suite 100

Newport Beach

CA

92660

601

Silver Sand Outlet Center

Destin

Florida

32550

3,852

Howard Group

185 Grand Blvd

Suite 100

Sandestin

FL

32550

602

Northpark Mall

Ridgeland

Mississippi

39157

3,753

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

603

Tyrone Square

St. Petersburg

Florida

33710

3,500

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

604

West Acres

Fargo

North Dakota

58103

3,318

West Acres Development

P.O. Box 9978

Fargo

ND

58106

605

University Mall

Tampa Bay

Florida

33612

4,026

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

606

Oakridge Mall

San Jose

California

95123

3,065

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

607

Desert Ridge Mall

Phoenix

Arizona

85050

3,550

Vestar Development

2425 E Camelback Road

Siute 750

Phoenix

AZ

85016

608

Florida Mall

Orlando

Florida

32809

3,077

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

609

The Maine Mall Outlets

Kittery

Maine

3904

3,203

Ram Management Company

200 US RT 1

Suite 200

Scarborough

ME

4074

611

Coastal Grand Mall

Myrtle Beach

South Carolina

29577

3,360

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

612

Superstition Springs Mall

Mesa

Arizona

85206

3,310

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

613

Tanger Williamsburg (IA)

Williamsburg

Iowa

52361

5,000

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

614

Wheaton Mall

Silver Spring

Maryland

20902

3,650

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

615

St. Augustine Outlets

St. Augustine

Florida

32092

3,900

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

616

Johnson Creek

Johnson Creek

Wisconsin

53038

4,000

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

617

Plaza Camino Real

Carlsbad

California

92008

3,860

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

618

Berkeley Mall

Goldsboro

North Carolina

27534

3,782

Faison

720 S. Lafayette Street

Shelby

NC

28150

619

Center at Salisbury

Salisbury

Maryland

21801

3,100

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

620

Barton Creek Mall

Austin

Texas

78746

3,615

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

621

Brandon Town Center

Brandon

Florida

3351

3,081

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

622

North County Fair Mall

Escondido

California

92025

4,117

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

623

Jacksonville Mall

Jacksonville

North Carolina

28546

3,015

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

624

Katy Mills

Katy

Texas

77494

3,213

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

625

Citrus Park Mall

Tampa

Florida

33625

3,783

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

626

Westgate Mall

Amarillo

Texas

79121-0140

3,500

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

627

Mission Valley Mall

San Diego

California

92108

3,146

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

628

Towson Town Center

Towson

Maryland

21204

3,000

General Growth

110 N Wacker Dr.

Chicago

IL

60606

629

Parkway Plaza

El Cajon

California

92020

3,981

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

630

Cortana Mall

Baton Rouge

Louisiana

70815

3,500

Mall Prop

654 Madison Avenue

New York

NY

10021

631

Southland Mall

Houma

Louisiana

70364

3,510

Sizeler Properties

4200 Regent Street

Suite 210

Columbus

OH

43219

632

Belmar Mall

Lakewood

Colorado

80226

3,538

Continuum Property Management Co.

405 S. Teller St

Denver

CO

80226

633

Chandler Fashion Center

Chandler

Arizona

85226

3,072

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

634

Panama City

Panama City

Florida

32405

2,804

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

635

Mall St Vincent

Shreveport

Louisiana

71104

3,214

General Growth

110 N Wacker Dr.

Chicago

IL

60606

636

St Louis Mills

Hazelwood

Missouri

63042

3,692

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

637

Chico Mall

Chico

California

95928

3,130

General Growth

110 N Wacker Dr.

Chicago

IL

60606

638

Battlefield Mall

Springfield

Missouri

65804

4,568

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

639

Clifton Park Mall

Clifton Park

New York

12065

3,400

The Mills Corp

900 N Michigan Avenue

Suite 1300

Chicago

IL

60611

640

Cumberland Mall

Vineland

New Jersey

8360

2,994

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

641

Chapel Hills Mall (CO)

Colorado Springs

Colorado

80920

3,547

General Growth

110 N Wacker Dr.

Chicago

IL

60606

642

Paddock Mall

Ocala

Florida

34474

3,575

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

643

Richmond Square

Richmond

Indiana

47374

4,332

Landau & Heyman

249 W 17th Street

New York

NY

10011

644

East Towne Mall

Madison

Wisconsin

53704

3,800

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

645

Indiana Mall

Indiana

Pennsylvania

15701

3,341

Zamias

300 Market Street

Johnstown

PA

15901

646

Markland Mall

Kokomo

Indiana

46902

3,480

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

647

Colorado Mills

Lakewood

Colorado

80401

3,467

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

648

Salem Center

Salem

Oregon

97301

3,537

General Growth

110 N Wacker Dr.

Chicago

IL

60606

649

Jordan Creek Mall

Des Moines

Iowa

50266

3,149

General Growth

110 N Wacker Dr.

Chicago

IL

60606

650

Sooner Mall

Norman

Oklahoma

73072

3,485

General Growth

110 N Wacker Dr.

Chicago

IL

60606

651

Albertville Outlets

Albertville

Minnesota

55301

4,500

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

652

Arrowhead Town Center

Glendale

Arizona

85038

3,013

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

653

Lighthouse Outlets

Michigan City

Indiana

46360

4,879

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

654

Plaza Bonita

National City

California

91950

4,064

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

655

Colonial Mall Decatur

Decatur

Alabama

35601

3,235

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

656

Brookwood Village

Birmingham

Alabama

35209

3,610

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

657

Baybrook Mall

Friendswood

Texas

77546

3,482

General Growth

110 N Wacker Dr.

Chicago

IL

60606

658

Regency Square Mall (VA)

Richmond

Virginia

23229

3,052

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

659

Algonquin Commons

Algonquin

Illinois

60102

3,600

Jeffery R. Anderson Realty

3805 Edwards Road

Suite 700

Cincinnati

OH

45209

660

Spokane Valley Mall

Spokane

Washington

99216

3,891

General Growth

110 N Wacker Dr.

Chicago

IL

60606

661

Golden Triangle Mall

Denton

Texas

76205

3,554

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

662

Central Mall (TX)

Texarkana

Texas

75503

3,199

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

663

Prime Outlet Williamsburg

Williamsburg

Virginia

23188

4,118

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

664

Adrian Mall

Adrian

Michigan

49221

3,434

General Growth

110 N Wacker Dr.

Chicago

IL

60606

665

Mall at Wellington Green

Wellington

Florida

33414

2,866

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

667

Victor Valley Mall

Victorville

California

92393

3,165

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

668

Cincinnati Mills

Cincinnati

Ohio

45240

3,426

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

669

Shoppes at Grand Prairie

Peoria

Illinois

61615

3,574

Culian Properties

211 Fulton Street

Suite 700

Pearia

IL

61602

670

Clay Terrace Mall

Carmel

Indiana

21740

2,832

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

671

Old Hickory Mall

Jackson

Tennessee

38305

3,928

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

672

Zona Rosa Mall

Kansas City

Missouri

64153

3,595

Steiner and Associates, Inc.

4200 Regent Street

Suite 210

Columbus

OH

43219

673

Valley Plaza Mall

Bakersfield

California

93304

3,570

General Growth

110 N Wacker Dr.

Chicago

IL

60606

674

Chautauqua Mall

Lakewood

New York

14750

3,478

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

675

Ingram Park Mall

San Antonio

Texas

78238

3,480

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

676

Richland Mall

Waco

Texas

76710

3,500

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

677

Broadway Mall

Hicksville

New York

11801

4,014

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

678

Northgate Mall (WA)

Seattle

Washington

98125

3,621

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

679

Melbourne Square Mall

Melbourne

Florida

32904

3,000

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

680

Greenbrier Mall

Chesapeake

Virginia

23320

3,502

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

681

Galleria at Dallas

Dallas

Texas

75240

3,200

General Growth

110 N Wacker Dr.

Chicago

IL

60606

682

Treasure Coast Mall

Jensen Beach

Florida

34957

2,663

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

683

Tanger Howell

Howell

Michigan

48855

4,500

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

684

Coastland Mall

Naples

Florida

34102

3,644

General Growth

110 N Wacker Dr.

Chicago

IL

60606

685

Edgewater Mall

Biloxi

Mississippi

39531

4,235

Jim Wilson

3500 Piedmont Road NE

Suite 600

Atlanta

GA

30305

686

Broadway Square

Tyler

Texas

75703

3,630

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

687

Osage Beach Outlets

Osage Beach

Missouri

65065

4,518

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

688

Imperial Valley Mall

El Centra

California

92243

3,958

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

689

Mall at Barnes Crossing

Tupelo

Mississippi

38804

3,575

David Hocker

1901 Frederica Street

Owensboro

KY

42301

690

Valley Mall (MD)

Hagerstown

Maryland

21740

3,025

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

691

Orange Park Mall

Orange Park

Florida

32073

3,127

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

692

Sunland Park Mall

El Paso

Texas

79912

3,407

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

693

Northwest Arkansas Mall

Fayetteville

Arkansas

72703

3,536

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

694

Flatiron Crossing

Suite 5555

Broomfield

Colorado

80021

3,600

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

695

Parkdale Mall

Beaumont

Texas

77706

3,004

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

696

Charlottesville Mall

Charlottesville

Virginia

22901

2,816

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

697

Houston Galleria

Houston

Texas

77056

3,297

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

698

The Avenues

Jacksonville

Florida

32256

3,842

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

699

Sawgrass Mills Mall

Sunrise

Florida

33323

3,326

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

700

Oak View Mall

Omaha

Nebraska

68144

3,344

General Growth

110 N Wacker Dr.

Chicago

IL

60606

701

First Colony

Sugarland

Texas

77479

3,762

General Growth

110 N Wacker Dr.

Chicago

IL

60606

702

Lufkin Mall

Lufkin

Texas

75901

3,156

The Mills Corp

900 N Michigan Avenue

Suite 1300

Chicago

IL

60611

703

Southdale Center

Edina

Minnesota

55435

3,897

The Mills Corp

10 Southdale Center

Edina

MN

55435

704

Hampshire Mall

Hadley

Massachusetts

1035

3,250

Pyramid

4 Clinton Square

Syracuse

NY

13202

705

Coronado Mall

Alburquerque

New Mexico

87110

3,454

General Growth

110 N Wacker Dr.

Chicago

IL

60606

706

Capital Mall

Olympia

Washington

98502

3,240

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

707

College Square Mall

Morristown

Tennessee

37813

4,027

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

708

Boynton Beach

Boynton Beach

Florida

33426

3,314

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

710

Aviation Mall

Queensbury

New York

12804

3,400

Pyramid

4 Clinton Square

Syracuse

NY

13202

711

Paradise Valley Mall

Phoenix

Arizona

85032

3,500

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

712	Clinton Crossings Outlet	Clinton	Connecticut	6413	4,052	Chelsea Property Group	105 Eisenhower Parkway		Roseland	NJ	7068
713	Edinburgh Outlets	Edinburgh	Indiana	46124	6,074	Chelsea Property Group	105 Eisenhower Parkway		Roseland	NJ	7068
714	Saint Louis Galleria	St. Loius	Missouri	63117	3,663	General Growth	110 N Wacker Dr.		Chicago	IL	60606
715	Valencia Town Center	Valencia	California	91355	3,289	The Mills Corp	24201 W Valencia Blvd	Suite 150	Valencia	CA	91355
716	Frenchtown Square	Monroe	Michigan	48162	2,976	Cafaro	2445 Belmont Ave		Youngstown	OH	44504
717	Ontario Mills	Ontario	California	91764	3,769	Mills Corporation	225 W Washington Street		Indianapolis	IN	46204
718	Montgomery Mall (MD)	Bethesda	Maryland	20817	3,500	Westfield	11601 Willshire Boulevard		Los Angeles	CA	90025
719	Chicago Outlets	Aurora	Illinois	60504	4,459	Chelsea Property Group	105 Eisenhower Parkway		Roseland	NJ	7068
720	Wrentham Outlets	Wrentham	Massachusetts	2093	3,531	Chelsea Property Group	105 Eisenhower Parkway		Roseland	NJ	7068
721	Desoto Square	Bradenton	Florida	34205	3,130	Simon Property Group	225 W Washington Street		Indianapolis	IN	46204
722	The Crossings Outlets	Tannersville	Pennsylvania	18372	3,000	Chelsea Property Group	105 Eisenhower Parkway		Roseland	NJ	7068
723	Petaluma Outlets	Petaluma	California	94952	4,453	Chelsea Property Group	105 Eisenhower Parkway		Roseland	NJ	7068
724	Alexandria Mall	Alexandria	Louisiana	71301	3,740	General Growth	110 N Wacker Dr.		Chicago	IL	60606
725	Burlington Square Mall	Burlington	North Carolina	27215	3,000	Prime Retail, LP.	326 Third Street		Lakewood	NJ	8701
726	Aurora Outlets	Aurora	Ohio	44202	4,043	Chelsea Property Group	105 Eisenhower Parkway		Roseland	NJ	7068
727	The Woodlands Mall	The Woodlands	Texas	77380	3,510	General Growth	110 N Wacker Dr.		Chicago	IL	60606
728	LaPlaza Mall	McAllen	Texas	78503	3,625	Simon Property Group	225 W Washington Street		Indianapolis	IN	46204
729	Fair Oaks Mall	Fairfax	Virginia	22033	3,695	Taubman	200 E Long Lake Road	Suite 300	Bloomfield Hills	Ml	48303
730	Chula Vista Mall	Chula Vista	California	91910	3,040	General Growth	110 N Wacker Dr.		Chicago	IL	60606
731	Rogue Valley Mall	Medford	Oregon	97501	2,895	General Growth	110 N Wacker Dr.		Chicago	IL	60606
732	Boise Town Square	Boise	Idaho	83704	3,540	General Growth	110 N Wacker Dr.		Chicago	IL	60606
733	Lakeside Mall	Metairie	Louisiana	70002	3,643	Lakeside Mall	3301 Veteran's Memorial Blvd		Metairie	LA	70002
734	Crabtree Valley Mall	Raliegh	North Carolina	27612	3,551	Plaza Associates	4325 Glentown Avenue		Raleigh	NC	27612
735	The Meadows Malt	Las Vegas	Nevada	89107	3,690	General Growth	110 N Wacker Dr.		Chicago	IL	60606
736	Galleria at Tyler	Riverside	California	32503	3,403	General Growth	110 N Wacker Dr.		Chicago	IL	60606
737	Sunrise Mall (TX)	Brownsville	Texas	78256	3,431	CBL & Associates	2030 Hamilton Place Blvd		Chattanooga	TN	37421
738	Peachtree Mall	Columbus	Georgia	31909	3,800	General Growth	110 N Wacker Dr.		Chicago	IL	60606
739	Woodbury Commons	Central Valley	New York	10917	4,214	Chelsea Property Group	105 Eisenhower Parkway		Roseland	NJ	7068
740	Atlantic City Outlets	Atlantic City	New Jersey	8401	5,100	Cordish Company	601 East Pratt St	6th Floor	Baltimore	MD	21202
741	Las Americas	San Ysidro	California		4,500	JER International	4211 Camino De La Plaza	Suite 176	San Diego	CA	92173
742	Woodbury Lakes Mali	Woodbury	Minnesota	55125	3,596	Red Development	4717 Central Avenue		Kansas City	MS	64112
743	The Gateway	Salt Lake City	Utah	84101	2,704	Inland Southwest Management LLC	2901 Butterfield Rd		Oak Brook	IL	60523
744	University Mall (UT)	Orem	Utah	84097	3,942	Woodbury Corporation	2733 E Parley Way	Suite 300	Salt Lake City	UT	84109
745	Provo Town Center	Provo	Utah	84601	3,286	General Growth	110 N Wacker Dr.		Chicago	IL	60606
746	Palm Desert Mall	Palm Desert	California	92260	3,048	Westfield	11601 Willshire Boulevard		Los Angeles	CA	90025
747	Camarillo Outlets	Camarillo	California	93010	2,925	Chelsea Property Group	105 Eisenhower Parkway		Roseland	NJ	7068
748	Cielo Vista Mall	El Paso	Texas	79925	3,536	Simon Property Group	225 W Washington Street		Indianapolis	IN	46204
749	Northlake Mall	Charlotte	North Carolina	28216	3,071	Taubman	200 E Long Lake Road	Suite 300	Bloomfield Hills	MI	48303
750	Fayette Mall	Lexington	Kentucky	40503	3,502	CBL & Associates	2030 Hamilton Place Blvd		Chattanooga	TN	37421
751	Marley Station	Glenn Bumie	Maryland	21061	3,500	Mills Corporation	225 W Washington Street		Indianapolis	IN	46204
752	Shops at Saucon Valley	Bethlehem	Pennsylvania	18034	3,400	Saucon Valley Venture LLC	6410 Popar Avenue	Suite 850	Memphis	TN	3819
753	Great Mall Milpitas	Milpitas	California	95035	3,800	Mills Corporation	225 W Washington Street		Indianapolis	IN	46204
754	Oakland Mall	Troy	Michigan	48083	4,000	Oakland Mall LLC	39577 Woodward Avenue	Suite 110	Bloomfield Hills	MI	48304
755	Albany Mall	Albany	Georgia	31707	3,676	Aronov Realty Management	3500 Eastern Blvd		Montgomery	AL	36116
756	Rock Hill Galleria	Rock Hill	South Carolina	29730	3,500	General Growth	110 N Wacker Dr.		Chicago	IL	60606
757	Lindale Mall	Cedar Rapids	Iowa	52402	3,668	Macerich Company	401 Wilshire Boulevard	Suite 700	Santa Monica	CA	90401
758	Citadel Mall (SC)	Charleston	South Carolina	29407	2,960	CBL & Associates	2030 Hamilton Place Blvd		Chattanooga	TN	37421
759	Westgate Mall (MA)	Brockton	Massachusetts	2301	2,964	Jones Lang LaSalle	3424 Peachtree Road NE	Suite 300	Atlanta	GA	30326
760	Rimrock Mall	Billings	Montana	59102	3,800	Macerich Company	401 Wilshire Boulevard	Suite 700	Santa Monica	CA	90401
761	Eastridge Mall (CA)	San Jose	California	95122	3,335	General Growth	110 N Wacker Dr.		Chicago	IL	60606
762	Uniontown Mall	Uniontown	Pennsylvania	15401	3,513	Preit-Rubin	200 South Broad Street		Philadelphia	PA	19102
763	Crossroads Mall (WV)	Breckley	West Virginia	25800	3,620	Preit-Rubin	200 South Broad Street		Philadelphia	PA	19102
764	Coral Square Mall	Coral Springs	Florida	33071	3,880	Simon Property Group	225 W Washington Street		Indianapolis	IN	46204
765	Turtle Creek Mall	Hattiesburg	Mississippi	39402	3,430	CBL & Associates	2030 Hamilton Place Blvd		Chattanooga	TN	37421
766	MacArthur Center	Norfolk	Virginia	23510	3,554	Taubman	200 E Long Lake Road	Suite 300	Bloomfield Hills	Ml	48303
767	Forest Mall	Fond Du Lac	Wisconsin	54935	3,533	Simon Property Group	225 W Washington Street		Indianapolis	IN	46204
768	Tacoma Mall	Tacoma	Washington	98409	3,587	Simon Property Group	225 W Washington Street		Indianapolis	IN	46204
769	Fingerlakes Mall	Auburn	New York	13022	3,591	Jones Lang LaSalle	3424 Peachtree Road NE	Suite 300	Atlanta	GA	30326
770	Firewheel Town Center	Garland	Texas	75040	3,654	Simon Property Group	225 W Washington Street		Indianapolis	IN	46204
771	Newgate Mall	Ogden	Utah	84405	3,456	General Growth	110 N Wacker Dr.		Chicago	IL	60606
772	Legends at Village West	Kansas City	Kansas	66109	3,384	Red Development	4717 Central Avenue		Kansas City	MS	64112
773	Shoppes at La Cantera	San Antonio	Texas	78256	3,246	General Growth	110 N Wacker Dr.		Chicago	IL	60606
774	Highland Mall	Austin	Texas	78752	3,742	General Growth	110 N Wacker Dr.		Chicago	IL	60606
775	Indian River Mall	Vero Beach	Florida	32966	2,912	General Growth	110 N Wacker Dr.		Chicago	IL	60606
776	Northshore Square Mall	Slidell	Louisiana	70460	3,398	Sizeler Properties	4200 Regent Street	Suite 210	Columbus	OH	43219
777	Northridge Mall	Northridge	California	91324	3,758	Genera! Growth	110 N Wacker Dr.		Chicago	IL	60606
778	Montclair Plaza	Montclair	California	91763	3,501	General Growth	110 N Wacker Dr.		Chicago	IL	60606
779	Piedmont Mall	Danville	Virginia	24540	3,500	Genera! Growth	110 N Wacker Dr.		Chicago	IL	60606
780	Santa Rosa Mall	Santa Rosa	California	95401	3,201	Simon Property Group	225 W Washington Street		Indianapolis	IN	46204
781	Irvine Spectrum Center	Irvine	California	92618	3,430	Irvine Company	100 Innovation Dr		Irvine	CA	92617
782	Layton Hills Mall	Layton	Utah	84041	3,281	CBL & Associates	2030 Hamilton Place Blvd		Chattanooga	TN	37421
783	Aurora Mall	Aurora	Colorado	80012	3,700	Simon Property Group	225 W Washington Street		Indianapolis	IN	46204
784	Southaven Towne Center	Southaven	Mississippi	38671	3,090	CBL & Associates	2030 Hamilton Place Blvd		Chattanooga	TN	37421
785	Eastern Shores	Spanish Fort	Alabama	36527	3,500	MG Herring Group	5710 LBJ Freeway	Suite 450	Dallas	TX	75240
786	Mt. Berry Square	Rome	Georgia	30165	3,205	Prime Retail, LP.	326 Third Street		Lakewood	NJ	8701
787	Dolphin Mall	Miami	Florida	33172	4,689	Taubman	200 E Long Lake Road	Suite 300	Bloomfield Hills	Ml	48303
788	Santa Anita Mall	Arcadia	California	91007	3,335	Westfield	11601 Willshire Boulevard		Los Angeles	CA	90025
789	Fresno Fashion Fair	Fresno	California	93710	3,794	Macerich Company	401 Wilshire Boulevard	Suite 700	Santa Monica	CA	90401
790	Settlers Green	North Conway	New Hampshire	3860	4,171	OVP Management	13 Settlers Green		North Conway	NH	3860
791	Northridge Mall (CA)	Salinas	California	93906	3,840	Macerich Company	401 Wilshire Boulevard	Suite 700	Santa Monica	CA	90401

792

Newpark Mall

Newark

California

94560

3,012

General Growth

110 N Wacker Dr.

Chicago

IL

60606

793

Las Vegas Fashion Outlets

Primm

Nevada

89019

4,200

Talisman Company

5420 Kietzke Lane

Suite 108

Reno

NV

89511

794

Seattle Premium Outlets

Tulalip

Washington

98271

2,935

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

795

Solano Mall

Fairfield

California

94533

3,089

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

796

Weberstown Mall

Stockton

California

95207

3,790

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

797

Walnut Square Mall

Dalton

Georgia

30721

2,901

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

798

Longview Mall

Longview

Texas

75604

4,000

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

799

Foothills Mall (TN)

Maryville

Tennessee

37801

3,600

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

800

North Georgia Outlets

Dawsonville

Georgia

30534

4,014

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

801

Central Mall (OK)

Lawton

Oklahoma

73501

3,174

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

802

Pittsburgh Mills

Tarentum

Pennsylvania

15084

3,321

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

803

Prien Lake Mall

Lake Charles

Louisiana

70601

3,760

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

804

Metropolis Mall

Plainfield

Indiana

46168

3,300

North Shore Properties

5252 E 82nd Street

Suite 300

Indianapolis

IN

46250

805

Volusia Mall

Daytona Beach

Florida

32114

2,945

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

806

Mainplace Mall

Santa Ana

California

92705

3,100

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

807

Rolling Oaks Mall

San Antonio

Texas

78247

2,979

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

809

Bradley Square

Cleveland

Tennessee

37312

3,482

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

810

Gumee Mills Mall

Gumee

Illinois

60031

3,500

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

811

Tucson Mall

Tucson

Arizona

85705

3,198

General Growth

110 N Wacker Dr.

Chicago

IL

60606

812

Lakewood Center

Lakewood

California

90712

3,500

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

813

South Towne Center

Salt Lake City

Utah

84070

3,000

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

814

Streets at Southpoint

Durham

North Carolina

27713

3,845

General Growth

110 N Wacker Dr.

Chicago

IL

60606

815

Aubum Mall (MA)

Aubum

Massachusetts

1501

3,510

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

816

Tanger Park City Outlets

Park City

Utah

84098

4,500

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

817

Horizon Outlet Center

Tulare

California

93274

4,000

Horizon Group Properties Inc

6250 N. River Rd

Suite 10400

Rosemont

IL

60018

818

Glendale Galleria

Glendale

California

91210

2,864

General Growth

110 N Wacker Dr.

Chicago

IL

60606

819

Port Charlotte Town Center

Port Charlotte

Florida

33948

3,457

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

820

Hot Springs Mall

Hot Springs

Arkansas

71913

3,849

Aronov Realty Management

3500 Eastern Blvd

Montgomery

AL

36116

821

Summit Sierra

Reno

Nevada

89511

3,502

Bayer Properties Inc.

2222 Arlington Ave.

Birmingham

AL

35205

822

Regency Square (FL)

Jacksonville

Florida

32225

2,863

General Growth

110 N Wacker Dr.

Chicago

IL

60606

823

Stonebriar Mall

Frisco

Texas

75034

3,242

General Growth

110 N Wacker Dr.

Chicago

IL

60606

824

Tanger Locust Grove

Locust Grove

Georgia

30248

5,300

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

825

Northpark Mall

Dallas

Texas

75225

3,520

Nasher

8080 N Central Expressway

Suite 100

Dallas

TX

75206

826

Horton Plaza

San Diego Bossier

California

92101

3,500

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

827

Pierre Bossier

Bossier

Louisiana

71111

3,412

General Growth

110 N Wacker Dr.

Chicago

IL

60606

828

Mall at Turtle Creek

Suite 200

Jonesboro

Arkansas

72401

3,500

David Hocker

1901 Frederica Street

Owensboro

KY

42301

829

Tanger Lincoln City

Lincoln City

Nebraska

97367

4,297

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

830

Branson Landing

Branson

Missouri

65616

3,054

The Mills Corp

3027 W Highway 76

Suite B

Branson

MO

65616

831

Briarwood Mall

Ann Arbor

Michigan

48180

4,344

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

832

Shops at Sunset

Miami

Florida

33143

3,116

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

833

Columbiana Centre

Columbia

South Carolina

29212

3,925

General Growth

110 N Wacker Dr.

Chicago

IL

60606

834

Westminster Mall

Westminster

California

92683

3,850

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

835

West Oaks Mall (FL)

Orlando

Florida

34761

3,504

General Growth

110 N Wacker Dr.

Chicago

IL

60606

836

Victoria Mall (TX)

Victoria

Texas

77904

3,500

Hull Storey Retail Group

3632 Wheeler Road

Augusta

GA

30909

837

Merced Mall

Merced

California

95348

3,446

Codding Enterprises

1400 Valley House Dr.

Suite 100

Rohnert Park

CA

94928

838

Woodburn Company Store

Woodburn

Oregon

97071

4,668

Craig Realty Group

1500 Quail Street

Suite 100

Newport Beach

CA

92660

839

Bonita Lakes

Meridian

Mississippi

39301

2,977

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

840

Carriage Crossing

Memphis

Tennessee

38017

3,499

Wilson

2500 Windy Ridge Parkway

Suite 160

Atlanta

GA

30339

841

Killeen Mall

Killeen

Texas

76543

3,089

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

842

Town East (TX)

Mesquite

Texas

75150

2,963

General Growth

110 N Wacker Dr.

Chicago

IL

60606

843

Willowbend Mall

Piano

Texas

75093

3,416

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

844

Glynn Place

Brunswick

Georgia

31525

3,120

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

845

Oakbrook Center

Oakbrook

Illinois

60523

2,997

General Growth

110 N Wacker Dr.

Chicago

IL

60606

846

Visalia Mall

Visalia

California

93277

4,000

General Growth

110 N Wacker Dr.

Chicago

IL

60606

847

Tanger Gonzales Outlets

Gonzales

Louisiana

70737

4,000

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

848

Rosedale Center

Roseville

Minnesota

55113

3,390

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

849

Magic Valley Mall

Twin Falls

Idaho

3,353

Woodbury Corporation

2733 E Parley Way

Suite 300

Salt Lake City

UT

84109

850

Galleria at Sunset

Henderson

Nevada

89014

3,802

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

851

Fair Oaks Mall

Columbus

Indiana

47201

2,854

Veritas Realty

930 E 66th Street

Indianapolis

IN

46220

852

Grand Teton Mail

Idaho Falls

Idaho

83404

3,600

General Growth

110 N Wacker Dr.

Chicago

IL

60606

853

Mesilla Valley Mail

Las Cruces

New Mexico

1502

3,968

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

854

Irving Mall (TX)

Irving

Texas

75062

3,974

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

855

Capitola Mall

Capitola

California

95010

3,431

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

856

Jordan Landing

West Jordan

Utah

84084

3,798

Foursquare Properties

5850 Avenida Encinas

Suite A

Carlsnad

CA

92008

B57

Red Cliffs Mall

St. George

Utah

84790

3,331

General Growth

110 N Wacker Dr.

Chicago

IL

60606

858

Bayshore Town Center

Milwaukee

Wisconsin

53217

3,502

Steiner and Associates, Inc.

4200 Regent Street

Suite 210

Columbus

OH

43219

859

Tanger Commerce II

Commerce

Georgia

30529

4,000

Tanger Properties, LP.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

860

Fashion Place

Murray

Utah

84107

3,671

General Growth

110 N Wacker Dr.

Chicago

IL

60606

861

West Oaks (TX)

Houston

Texas

77082

3,500

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

862

Waterford Lakes Town Center

Orlando

Florida

32828

3,128

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

863

Brea Mall

Brea

California

92821

3,400

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

864

Lloyd Center

Portland

Oregon

97232

4,060

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

865

Columbia Center (WA)

Kennewick

Washington

99336

3,361

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

866

Willowbrook Mall (TX)

Houston

Texas

77070

3,248

General Growth

110 N Wacker Dr.

Chicago

IL

60606

867

Oak Park Mall

Overland Park

Kansas

66214

3,355

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

868

Merritt Square

Merritt Island

Florida

32952

3,650

Thor Merritt Square

139 Fifth Avenue

New York

NY

10010

869

Mall at Stonecrest

Lithonia

Georgia

30038

3,200

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

870

Hershey Outlets

Hershey

Pennsylvania

17033

4,065

FSH Associates

120 N Pointe Blvd

Suite 301

Lancaster

PA

17601

871

Shoppes at Montage

Moosic

Pennsylvania

18507

3,500

Jeffery R. Anderson Realty

3805 Edwards Road

Suite 700

Cincinnati

OH

45209

872

Round Rock Outlets

Round Rock

Texas

78664

3,824

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

873

Coconut Point

Estero

Florida

33928

3,175

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

874

Gulfview Square

Port Richey

Florida

34668

3,650

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

875

Village at Sandhill

Columbia

South Carolina

29229

3,804

Hill Partners

10 Flintlake Rd

Columbia

SC

29223

876

Pinnacle Hills

Rogers

Arkansas

72758

3,690

General Growth

110 N Wacker Dr.

Chicago

IL

60606

877

Green Oaks Village

Brighton

Michigan

48116

3,500

Lormax

One Town Square

Suite 1600

Southfield

MI

75201

878

Shops at Fallen Timbers

Suite 1599

Maumee

Ohio

43537

3,545

General Growth Properties

110 N Wacker Dr.

Chicago

IL

60606

879

Greene Town Center

Beavercreek

Ohio

45440

2,873

Steiner and Associates, Inc.

4200 Regent Street

Suite 210

Columbus

OH

43219

880

Topanga Plaza

Canoga Park

California

91303

3,907

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

881

Miromar Outlets

Estero

Florida

33928

4,000

Mirormar

10801 Corkscrew Rd

Suite 305

Estero

FL

33928

882

Rio Grande Outlets

Mercedes

Texas

78570

4,284

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

883

Southgate Mall

Missoula

Montana

59801

3,057

Southgate Mall Associates

3011 American Way

Missoula

MT

59808

884

International Plaza

Tampa

Florida

33607

4,000

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

MI

48303

885

Lake Buena Vista Outlets

Orlando

Florida

32821

4,000

Lake Buena Vista Joint Venture

1725 University Drive

Suite 450

Coral Springs

FL

33071

886

Prime Outlets at Gulfport

Gulfport

Mississippi

39503

4,847

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

887

Hillsboro Outlets

Hillsboro

Texas

76645

4,015

Prime Retail, LP.

326 Third Street

Lakewood

NJ

8701

888

Mall Del Norte

Laredo

Texas

78041

3,800

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

889

Pinnacle at Tutwiler Farm

Birmingham

Alabama

35235

3,480

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

890

Leesburg Premium Outlets

Suite 1625

Leesburg

Virginia

20176

3,467

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

891

Prime Outlets at Queenstown

Queenstown

Maryland

21658

4,000

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

892

Arden Fair Mall

Ste 1167

Sacramento

California

95815

2,867

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

893

Southlake Town Square

Dallas

Texas

76092

3,365

SLTS Grand Ave, LP

1256 Main Street

Suite 240

Southlake

TX

76092

894

Sacramento Gateway

Sacramento

California

95815

3,494

Opus Northwest

10350 Bren Road West

Minnetonka

MN

55343

895

Prime Outlets Lebanon

Lebanon

Tennessee

37090

3,759

Prime Retail, LP.

326 Third Street

Lakewood

NJ

8701

896

Tanger Outlet Myrtle Beach

Myrtle Beach

South Carolina

29572

3,490

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

897

Galleria at Centervllle

Centerville

Georgia

31028

3,056

Zamias

300 Market Street

Johnstown

PA

15901

898

Oak Hollow

High Point

North Carolina

27262

3,190

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

899

Aiken Mall

Suite 335

Aiken

South Carolina

29803

2,989

Veritas Realty

930 E 66th Street

Indianapolis

IN

46220

900

Town Center at Otay Ranch

Chula Vista

California

91915

3,500

General Growth

110 N Wacker Dr.

Chicago

IL

60606

901

Randolph Mall

Asheboro

North Carolina

27203

3,653

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

902

Brazos Mall

Lake Jackson

Texas

77566

3,537

Prime Retail, LP.

326 Third Street

Lakewood

NJ

8701

903

Manassas Mall

Manassas

Virginia

20109

3,400

Vomado

210 Route 4 East

Paramus

NJ

7652

904

Promenade at Bolingbrook

Bolingbrook

Illinois

60440

3,600

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

905

Prime Outlets Oshkosh

Oshkosh

Wisconsin

54904

3,500

Prime Retail, LP.

326 Third Street

Lakewood

NJ

8701

906

Supermall of the Great Northwest

Suite 1268

Auburn

Washington

98001

4,630

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

907

Tanger Tilton

Tilton

New Hampshire

3276

3,500

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

908

Pembroke Lakes Mall

Pembroke Pines

Florida

33026

4,064

General Growth

110 N Wacker Dr.

Chicago

IL

60606

909

Puente Hills Mall

Industry

California

91748

3,419

Glimcher Properties Ltd

150 East Gay Street

Columbus

OH

43215

910

Cache Valley Mall

Logan

Utah

84341

3,253

General Growth

110 N Wacker Dr.

Chicago

IL

60606

911

Chesapeake Square Mall

Chesapeake

Virginia

23321

3,568

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

912

Cottonwood Mall

Alburquerque

New Mexico

87114

3,025

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

913

Plaza at West Covina

West Covina

California

91790

3,269

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

914

Shawnee Mall

Shawnee

Oklahoma

74804

3,946

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

915

Antelope Valley Mall

Palmdale

California

93551

3,088

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

916

Cascade Mall

Burlington

Washington

98233

3,426

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

917

Eagle Ridge Mall

Lake Wales

Florida

33859

3,500

General Growth

110 N Wacker Dr.

Chicago

IL

60606

918

Westside Pavilion

Los Angeles

California

90064

3,858

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

919

Valley Mall

Yakima

Washington

98903

3,646

Valley Mall LLC

7455 SW Bridgeport Road

Suite 205

Tigard

OR

97224

920

Hickory Point Mall

Forsyth

Illinois

62535

3,500

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

921

Prime Outlets Orlando

Orlando

Florida

32819

4,500

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

922

San Tan Village

Gilbert

Arizona

85296

3,593

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

924

Tanger Outlets Lancaster

Lancaster

Pennsylvania

17602

3,910

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

NC

27408

925

Outlet Shopps El Paso

El Paso

Texas

79932

4,400

Horizon Group Properties Inc

6250 N. River Rd

Suite 10400

Rosemont

IL

60018

926

Avenue Webb Gin

Snellville

Georgia

30078

3,152

Cousins

191 Peachtree Street NE

Suite 3600

Atlanta

GA

30303

927

Town Square Las Vegas

Las Vegas

Nevada

89119

3,318

Tumberry

P.O. Box 8000

Dept 976

Buffalo

NY

14267

929

Las Palmas Marketplace

El Paso

Texas

79936

3,500

ADD Holdings

5823 N. Mesa

Suite 195

El Paso

TX

79912

930

Mesa Mall

Grand Junction

Colorado

81505

3,652

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

931

Tempe Marketplace

Suite 350

Tempe

Arizona

85281

3,516

Vestar Development

2425 E Camelback Road

Siute 750

Phoenix

AZ

85016

932

Pinnacle at Turkey Creek

Knoxville

Tennessee

3,267

Colonial Properties

2101 6th Ave North

Suite 750

Birmingham

AL

35203

933

Hamburg Pavilion

Lexington

Kentucky

40509

4,000

Thomas

45 Ansley Drive

Newman

GA

30263

934

The Loop

Kissimmee

Florida

34741

3,353

Wilder

800 Boylston Street

Suite 1300

Boston

MA

2199

935

Prime Outlets Lee

Lee

Massachusetts

1238

4,382

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

936

Allen Premium Outlets

Allen

Texas

75013

4,066

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

937

The Block at Orange

Orange

California

92868

3,400

Mills Corporation

225 W Washington Street

Indianapolis

IN

46204

938

Las Vegas Outlet

Las Vegas

Nevada

89106

4,214

Chelsea Property Group

105 Eisenhower Parkway

Roseland

NJ

7068

939

Five Points Plaza

Huntington Beach

California

92648

4,125

Metrovation

225 108TH Avenue

NE Suite 520

Bellevue

WA

98004

940

Town Center Plaza

Leawood

Kansas

66211

3,971

DDR

5029 West 117th Street

Leawood

KS

66211

941

Gateway Station

Fort Worth

Texas

76028

3,225

Kimco Realty

3333 New Hyde Park Rd

Suite 100

New Hyde Park

NY

11042

942

Pacific View Mall

Ventura

California

93003

3,683

Macerich Company

401 Wilshire Boulevard

Suite 700

Santa Monica

CA

90401

943

Country Club Mall

Cumberland

Maryland

21502

3,600

JJ Gumberg

1051 Brinton Road

Pittsburgh

PA

15221

944

Midland Park

Midland

Texas

79705-3256

5,672

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

945

Highland Village

Highland Village

Texas

75077

3,212

Shops at Highland Village Developers

121 West Forsyth

Suite 200

Jacksonville

FL

32202

946

Burr Ridge Town Center

Burr Ridge

Illinois

60527

3,052

Opus Northwest

10350 Bren Road West

Minnetonka

MN

55343

947

Cumberland Mall

Atlanta

Georgia

30339

3,599

General Growth

110 N Wacker Dr.

Chicago

IL

60606

948

South Park Mall

San Antonio

Texas

78224

3,500

Jones Lang LaSalle

3424 Peachtree Road NE

Suite 300

Atlanta

GA

30326

949

Colonie Center

Albany

New York

12205

3,500

Feldman

2201 E. Camelback Rd

Suite 350

Phoenix

AZ

85016

950

West County Mall

Des Peres

Missouri

63131

4,160

Westfield

11601 Willshire Boulevard

Los Angeles

CA

90025

951

Harrisburg Mall

Harrisburg

Pennsylvania

17111

4,586

Feldman

2201 E. Camelback Rd

Suite 350

Phoenix

AZ

85016

952

Short Pump Town Center

Richmond

Virginia

23233

2,825

Forest City Enterprises

100 Terminal Tower

Cleveland

OH

44113

953

Prime Outlets Pismo Beach

Pismo

California

93449

3,500

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

954

Meadowood Mall

Reno

Nevada

89502

4,000

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

955

Riverdale Village

Coon Rapids

Minnesota

55433

3,333

DDR

5029 West 117th Street

Leawood

KS

66211

956

Shops at Centerra

Loveland

Colorado

80538

3,960

Poag & McEwen

6410 Poplar Avenue

Suite 850

Memphis

TN

38119

957

Village at Stonecreek

San Antonio

Texas

78259

3,405

Reata

3300 Enterprise Parkway

Beachwood

OH

44122

958

Hill Country Galleria

Bee Cave

Texas

78738

3,727

Open Realty

P.O. Box 8000

Dept 976

Buffalo

NY

14267

959

North Hanover Mali

Hanover

Pennsylvania

17331

4,333

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

962

Warwick Mall

Warwick

Rhode Island

2886

247

Warwick Mall

P.O. Box 2513

Providence

RI

2906

1004

West Coast Distribution Center

Ontario

California

91761

359,996

ProLogis

2817 E Cedar Street

Suite 200

Ontario

CA

91761

2011

Jimmy'z Exton Square

Exton

Pennsylvania

19341

3,600

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

2012

Jimmy'Z Galleria at Tyler

Riverside

California

92503

3,503

Genera! Growth

110 N Wacker Dr.

Chicago

IL

60606

2013

Jimmy'z Wellington Green

West Palm Beach

Florida

33414

3,800

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

Ml

48303

2014

JIMMYZ Woodlands Mall

Suite 700

The Woodlands

Texas

77380

3,327

General Growth

110 N Wacker Dr.

Chicago

IL

60606

2015

Jimmy'z Woodfield Mall

Shaumburg

Illinois

60173

4,283

Taubman

200 E Long Lake Road

Suite 300

Bloomfield Hills

Ml

48303

2016

JIMMY'Z Mall of America

Bloomington

Minnesota

55425

3,717

Simon Property Group

225 W Washington Street

Indianapolis

IN

46204

2017

Jimmy'z San Marcos Outlets

San Marcos

Texas

78666

4,012

Prime Retail, L.P.

326 Third Street

Lakewood

NJ

8701

2018

Jimmy'z Grove City Outlets

Grove City

Pennsylvania

16127

5,446

Prime Retail, LP.

326 Third Street

Lakewood

NJ

8701

2019

Jimmy'z Logan Valley Mall

Altoona

Pennsylvania

16602

3,319

Preit-Rubin

200 South Broad Street

Philadelphia

PA

19102

2020

Jimmy'z St. Louis Galleria

St. Louis

Missouri

63117

3,500

General Growth

110 N Wacker Dr.

Chicago

IL

60606

2021

Jimmy'z Fox River Mall

Appleton

Wisconsin

54913

3,368

General Growth

110 N Wacker Dr.

Chicago

IL

60606

2022

Jimmy'z Hanes Mall

Winston-Salem

North Carolina

27103

3,952

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

2023

Jimmy'z Manhattan Mall

New York

New York

10001

4,500

Argent Ventures LLC

551 Fifth Avenue

34th Floor

New York

NY

10176

2024

Jimmy'z College Square

Morristown

Tennessee

37813

3,500

CBL & Associates

2030 Hamilton Place Blvd

Chattanooga

TN

37421

3009

Canadian Office

Suite 208

Mississauga

Ontario

L4V1E3

1,391

Orlando Corporation

6205 Airport Road

Mississauga

Ontario

L4V 1E3

3011

Metropolis at Metrotown

M175

Burnaby

British Columbia

V5H4P1

3524

Ivanhoe Cam

1001 Square Victoria

bureau C-500

Montreal

Quebec

H2Z 2B5

3012

Guildford TC

2608A

Surrey

British Columbia

V3R7C1

3608

Ivanhoe Cam

1001 Square Victoria

bureau C-500

Montreal

Quebec

H2Z 2B5

3013

White Oaks Mall

491/495

London

Ontario

N6E1V4

3380

Redcliff

4040 University Avenue

Suite 1200

Toronto

Ontario

M5J1T1

3014

Pickering Town Center

193

Pickering

Ontario

L1V1B8

3434

20 Vic

1355 Kingston Road

Pickering

Ontario

L1V1B8

3015

Fairview Park

E005

Kitchener

Ontario

N2C1X1

3026

Cadillac Fairview

20 Queen Street West

5th Floor

Toronto

Ontario

MSH 3R4

3016

Georgian Mall

D 016

Barrie

Ontario

L4M4Z8

3384

Cadillac Fairview

20 Queen Street West

5th Floor

Toronto

Ontario

MSH 3R4

3017

Oakville Place

121A

Oakville

Ontario

L6H3H6

3191

Ivanhoe Cam

1001 Square Victoria

bureau C-500

Montreal

Quebec

H2Z 2B5

3018

Vaughan Mills

439

Vaughn

Ontario

L4K5W4

5095

Ivanhoe Cam

1001 Square Victoria

bureau C-500

Montreal

Quebec

H2Z 2B5

3019

Dufferin Mall

168

Toronto

Ontario

M6H4B1

3112

Oxford

130 Adelaide Street

Suite 100

Toronto

Ontario

M5H 3P5

3021

Square One

2-305

Mississauga

Ontario

L5B2C9

3447

Oxford

130 Adelaide Street

Suite 100

Toronto

Ontario

M5H 3P5

3022

Lime Ridge Mall

229B

Hamilton

Ontario

L9A4X5

3135

Cadillac Fairview

20 Queen Street West

5th Floor

Toronto

Ontario

MSH 3R4

3023

Scarborough TC

46/47

Scarborough

Ontario

M1P4P5

3235

Oxford

130 Adelaide Street

Suite 100

Toronto

Ontario

M5H 3P5

EXHIBIT 4-6

ENCUMBERANCES

Please see attached.

FLEET RETAIL/AEROPOSTALE/MSS DELAWARE

UCC Search Chart

2/14/08

DEBTOR

STATE

FILING OFFICE

SEARCH THRU DATE

TAX LIEN – SEE LEGEND

SECURED CREDITOR

FILING DATE

FILING NUMBER

ACOUNTS RECIEVABLE

INVENTORY

EQUIPMENT (ALL)

EQUIPMENT (SPECIFIC)

GOODS

INVESTMENT PROPERTY

GENERAL INTANGIBLES

INTELLECTUAL PROPERTY

R.E. FIXTURE FILING

OTHER COLLATERAL AND/OR COMMENTS

Aeropostale, Inc.

DE

SOS

10/31/07

F:C

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

11/26/01 10/12/06

11535942 63529575

X

X

X

X

X

X

X

In Lieu Financing Statement

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit Corporation (Lessor)

2/11/02

20590376

X

Lease

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit Corporation

8/1/02

22024366

X

Lease

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit Corporation

8/2/02

22038556

X

Lease

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

1/29/03

30496334

X

Lease

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

4/11/03

30946346

X

Lease

Aeropostale, inc.

DE

SOS

10/31/07

Racine Joing Venturell, CBL & Associates Properties, Inc.

7/15/03

32010372

X

X

X

X

X

Security interest granted to Landlord by Tenant

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

5/3/04

41226796

X

Lease

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

4/12/05

51122523

X

Lease

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

7/11/05

52117746

X

Lease

Aeropostale, Inc.

DE

SOS

10/31/07

Georgia Square Mai!

4/08/06

61389535

X

X

X

X

X

Security interest granted to Landlord by Tenant

Aeropostale, Inc.

DE

SOS

10/31/07

CBL & Associates Properties

5/30/06

6185994

X

X

X

X

X

Security interest granted to Landlord by Tenant

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

6/29/06

62246189

X

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

1/3/07

70016856

X

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

2/15/07

70608736

X

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

7/2/07

72496072

X

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

9/19/07

73541892

X

Aeropostale, Inc.

DE

SOS

10/31/07

IBM Credit LLC

10/24/07

74028519

X

F: Federal Tax Lien

S: State Tax Lien

J: Judgment Lien

C: Clear

979915_1.XLS

1

21694.00138

FLEET RETAIL/AEROPOSTALE/MSS DELAWARE

UCC Search Chart

2/14/08

Aeropostale West, Inc.

DE

SOS

10/31/07

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

2/1/02 10/12/06

20282032 63529559

X

X

X

X

X

X

X

In Lieu Financing Statement

Aero GC Management LLC

VA

SOS

11/02/07

No UCC Filings

Aero GC Management LLC

VA

SOS

11/02/07

F: C

Aero GC Management LLC

VA

Richmond City

11/07/07

S: C

Aero GC Management LLC

NY

SOS

11/02/00

F: C

Aero GC Management LLC

NY

New York County

10/28/07

S: C

Jimmy 'Z Surf Co., Inc.

DE

SOS

11/01/07

No UCC Filings

Jimmy 'Z Surf Co., Inc.

DE

SOS

11/01/07

F: C

Jimmy 'Z Surf Co., Inc.

DE

New Castle County

11/01/07

S: C

Jimmy 'Z Surf Co., Inc.

NY

SOS

11/02/07

S: C

Jimmy 'Z Surf Co., Inc.

NY

New York County

10/28/07

S: C

F: Federal Tax Lien

S: State Tax Lien

J: Judgment Lien

C: Clear

9979915_1.XLS

2

Exhibit 4-7

Indebtedness

 None.

Exhibit 4-8

Insurance Policies

(See Attached)

STANDARD FIRE INSURANCE POLICY

[Affiliated FM Logo]

Affiliated FM Insurance Company

P.O. Box 7500

Johnston, Rhode Island 02919

1-800-343-7722

*

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

THE HANOVER INSURANCE COMPANY

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

COMMERCIAL LINES POLICY

*

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

[THE HANOVER INSURANCE GROUP LOGO]

COMMERCIAL UMBRELLA POLICY

*

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

EXCESS LIABILITY POLICY

FIREMAN’S FUND INSURANCE COMPANIES

*

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

[THE HANOVER INSURANCE GROUP LOGO]

COMMERCIAL LINES POLICY

*

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

[TRAVELERS LOGO]

WORKERS COMPENSATION

AND

EMPLOYERS LIABILITY POLICY

*

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

[AXIS LOGO]

SECUREXCESS DECLARATIONS

*

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

Exhibit 4-10

Capital Leases

 None.

Exhibit 4-13

Taxes

 None.

Exhibit 4-17

                                                                                                                                        LITIGATION

MATTER	CLAIM AMT	DESCRIPTION	STATUS
Matters in Litigation/ Mediation:
Pictures Patents, LLC V. Aeropostale	Unspecified	Plaintiff purports to own a patent on a technology which permits picture images to be viewed and linked to over the Internet. They are claiming our website uses their technology.	*
Card Activation Technologies v. Aeropostale	Unspecified	Plaintiff purports to own a patent on a technology which allows debit card terminals to talk to a central network and receive authorizations. They are claiming our debit card terminals in our stores use their patented technology.	*
Administrative Hearings:
Various Unrelated Employee Claims (EEOC related Claims)	Unspecified	7 complaints filed by former store employees for various issues.	*
Various Accident Reports/Product Related Claims (Storeline)	Unspecified	6 accidents claimed to have occurred in a store (submitted to insurance)	*

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

Exhibit 4-22

Permitted Management Fees and Other Affiliated Transactions

*

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

EXHIBIT 4-23

EXCLUDED ASSETS

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

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

Exhibit 5-5

Borrowing Base Certificate

(See Attached)

AEROPOSTALE. INC.

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

E-E-MAIL TO: Gheisa Cruz at gheisa.m.cruz@bankofamerica.com F  FAX TO: (617) 434-4310	Cert. No.
G General Ledger Inventory as of:                   ___________	$	-	(A)
StStated Inventory Advance Rate:		95.0	% (B)
InInventory Availability (A*B)	$	-	(C)
MMajor Credit Card Receivables as of:           ___________	$	-	(D)
MMajor Credit Card Receivable Advance Rate:		85.0	% (E)
MMajor Credit Card Receivable Availability (D*E)		-	(F)
L LESS Availability Reserves:
Gift Certificates (50% of outstanding)	$
Rent (2 months in WA, VA, PA)	$
Other Availability Reserves (TBD based on results of field exam)	$
TOTAL AVAILABILITY RESERVES	$	-	(G)
Total Uncapped Borrowing Base (C+F-G)	$
Total Capped Borrowing Base (not to exceed $150MM)	$	-	(H)

AVAILABILITY CALCULATION
Beginning Principal Balance	$
ADD:           Prior days advance	$	-
LESS:           Prior day's paydown	$
Ending principal balance	$
ADD:           Standby Letters of Credit	$
ADD:           Documentary Letters of Credit	$
Total loan balance prior to request	$	-	(1)
Net availability prior to today's request (H-I)	$	-	(J)
ADVANCE REQUEST	$	-	(K)
Net availability after today's request (J-K)	$	-	(L)

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

Authorized Signer

AEROPOSTALE, INC.

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

E-E-MAIL TO: Gheisa Cruz at gheisa.m.cruz@bankofamerica.com F  FAX  TO: (617) 434-4310			Cert. No.
Stock Ledger Inventory at Cost as of:            ___________			$	-
LESS Inventory Reserves:
Shrink			$	-
RTVs			$	-
Damaged Inventory			$	-
Other Inventory Reserves (TBD based on results of field exam)			$	-
TOTAL INVENTORY RESERVES			$	-
Eligible Inventory, as of:                                   ___________			$	-	(A)
Effective Inventory Advance Rate:	Appraised NOLV of Eligible Inventory	Inventory Advance Percentage	TBD		(B)
(85% of Appraised NOLV of	TBD based on updated appraisal	TBD
Eligible Inventory)
Inventory Availability (A*B)			#VALUE!		(C)
Major Credit Card Receivables as of:             ___________			$	-	(D)
Major Credit Card Receivable Advance Rate:				85.0	% (E)
Major Credit Card Receivable Availability (D*E)			-		(F)
LESS Availability Reserves:
Gift Certificates (50% of outstanding)			$	-
Rent (2 months in WA, VA, PA)			$	-
Other Availability Reserves (TBD based on results of field exam)			$	-
TOTAL AVAILABILITY RESERVES			$	-	(G)
Total Uncapped Borrowing Base (C+F-G)			#VALUE!
Total Capped Borrowing Base (not to exceed $150MM)			#VALUE!		(H)

AVAILABILITY CALCULATION
Beginning Principal Balance	$	-
ADD:           Prior days advance	$	-
LESS:           Prior day's paydown	$	-
Ending principal balance	$	-
ADD:           Standby Letters of Credit	$	-
ADD:           Documentary Letters of Credit	$
Total loan balance prior to request	$	-	(1)
Net availability prior to today's request (H-I)			(J)
ADVANCE REQUEST	$	-	(K)
Net availability after today's request (J-K)			(L)

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

Authorized Signer

EXHIBIT 6-3

BONDS & DEPOSITS

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

Exhibit 7-1

DDAs

(See Attached)

Aeropostale Stores’ Depository Bank Accounts

12/6/07

*

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

Exhibit 7-2

Credit Card Arrangements

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

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

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

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

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

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

1062846.1

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