ARO Liquidation 8K Entry into a Material Definitive Agreement | AROP 28 Sep 11

Exhibit 10.7

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

Execution Version

THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

AEROPOSTALE, INC.

the Borrower,

the Guarantors referenced herein,

BANK OF AMERICA, N.A.

as Agent,

the Lenders referenced herein,

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Lead Arranger and Sole Bookrunner

September 22, 2011

TABLE OF CONTENTS

Article 1 -	Definitions:	-1-

Article 2 -	The Revolving Credit:	-25-

2-1.	Establishment of Revolving Credit.	-25-
2-2.	Swing Line Loan.	-25-
2-3.	Voluntary Reduction or Termination of Commitments.	-26-
2-4.	Risks of Value of Collateral	-26-
2-5.	Loan Requests.	-26-
2-6.	Making of Loans Under Revolving Credit.	-28-
2-7.	The Loan Account.	-29-
2-8.	The Revolving Credit Notes	-30-
2-9.	Payment of The Loan Account.	-30-
2-10.	Interest Rates.	-31-
2-11.	Other Fees.	-31-
2-12.	Intentionally Omitted.	-32-
2-13.	Line (Unused Fee).	-32-
2-14.	Intentionally Omitted	-32-
2-15.	Concerning Fees.	-32-
2-16.	Agent’s Discretion.	-32-
2-17.	Procedures For Issuance of L/C’s.	-32-
2-18.	Fees For L/C’s.	-34-
2-19.	Cash Collateralization of L/Cs.	-34-
2-20.	Concerning L/C’s.	-34-
2-21.	Changed Circumstances.	-36-
2-22.	Increased Costs	-37-
2-23.	Lenders' Commitments.	-38-
2-24.	Increase In Commitments.	-39-

Article 3 -	Conditions Precedent:	-40-

3-1.	Generally	-40-
3-2.	Corporate Due Diligence.	-40-
3-3.	Opinion	-40-
3-4.	Additional Documents	-41-
3-5.	Officers’ Certificates	-41-
3-6.	Representations and Warranties	-41-
3-7.	Borrowing Base Certificate	-41-
3-8.	All Fees and Expenses Paid	-41-
3-9.	Financial Projections	-41-
3-10.	Borrower’s Assets	-41-
3-11.	Lien Search	-42-
3-12.	Perfection of Collateral	-42-
3-13.	Insurance	-42-
3-14.	No Suspension Event	-42-
3-15.	No Adverse Change	-42-

3-16.	Execution and Delivery of Agreement	-42-
3-17.	Availability	-42-
3-18.	Patriot Act	-42-

Article 4 -	General Representations, Covenants and Warranties:	-42-

4-1.	Payment and Performance of Liabilities	-42-
4-2.	Due Organization - Corporate Authorization - No Conflicts.	-43-
4-3.	Trade Names.	-43-
4-4.	Intellectual Property.	-44-
4-5.	Locations.	-44-
4-6.	Title to Assets.	-45-
4-7.	Indebtedness	-47-
4-8.	Insurance Policies.	-47-
4-9.	Licenses	-48-
4-10.	Leases	-48-
4-11.	Requirements of Law	-48-
4-12.	Maintain Properties	-48-
4-13.	Pay Taxes/Tax Shelter Regulations.	-49-
4-14.	No Margin Stock	-51-
4-15.	ERISA	-51-
4-16.	Hazardous Materials.	-52-
4-17.	Litigation	-52-
4-18.	Investments	-53-
4-19.	Loans	-53-
4-20.	Protection of Assets	-54-
4-21.	Line of Business	-54-
4-22.	Affiliate Transactions	-54-
4-23.	Additional Assurances.	-54-
4-24.	Adequacy of Disclosure.	-55-
4-25.	Investments	-55-
4-26.	Prepayments of Indebtedness.	-55-
4-27.	Other Covenants	-56-
4-28.	Labor Matters.	-56-
4-29.	Restricted Payments.	-56-
4-30.	Solvency.	-57-
4-31.	Material Contracts.	-57-
4-32.	Customer Relations.	-57-
4-33.	Consents.	-57-
4-34.	Amendment of Material Documents.	-57-
4-35.	Use of Proceeds.	-57-
4-36.	Compliance with Leases.	-58-

Article 5 -	Financial Reporting and Performance Covenants:	-58-

5-1.	Maintain Records	-58-
5-2.	Access to Records.	-58-
5-3.	Prompt Notice to Agent.	-59-

iii

5-4.	Intentionally Omitted.	-60-
5-5.	Borrowing Base Certificates	-60-
5-6.	Monthly Reports	-60-
5-7.	Quarterly Reports	-61-
5-8.	Annual Reports.	-61-
5-9.	Fiscal Year.	-62-
5-10.	Inventories, Appraisals, and Audits.	-62-
5-11.	Additional Financial Information.	-63-
5-12.	Consolidated Fixed Charge Coverage Ratio	-63-

Article 6 -	Use and Collection of Collateral:	-63-

6-1.	Use of Inventory Collateral.	-63-
6-2.	Adjustments and Allowances	-64-
6-3.	Validity of Accounts.	-64-
6-4.	Notification to Account Debtors	-64-

Article 7 -	Cash Management. Payment of Liabilities:	-65-

7-1.	Depository Accounts.	-65-
7-2.	Credit Card Receipts.	-65-
7-3.	The Concentration, Blocked, and Operating Accounts.	-65-
7-4.	Proceeds and Collection of Accounts.	-66-
7-5.	Payment of Liabilities.	-67-
7-6.	The Operating Account	-68-

Article 8 -	Grant of Security Interest:	-68-

8-1.	Grant of Security Interest	-68-
8-2.	Extent and Duration of Security Interest	-69-
8-3.	Use of Assets	-69-

Article 9 -	AgentAs Borrower’s Attorney-In-Fact:	-69-

9-1.	Appointment as Attorney-In-Fact.	-69-
9-2.	No Obligation to Act.	-70-

Article 10 -	Events of Default:	-70-

10-1.	Failure to Pay Revolving Credit.	-71-
10-2.	Failure To Make Other Payments.	-71-
10-3.	Failure to Perform Covenant or Liability (No Grace Period).	-71-
10-4.	Failure to Perform Covenant or Liability (Limited Grace Period).	-71-
10-5.	Failure to Deliver Borrowing Base Certificates.	-71-
10-6.	Failure to Perform Covenant or Liability (Grace Period).	-71-
10-7.	Misrepresentation.	-71-
10-8.	Default of Other Debt.	-72-
10-9.	Default of Leases.	-72-
10-10.	Uninsured Casualty Loss.	-72-
10-11.	Judgment. Restraint of Business.	-72-
10-12.	Business Failure.	-72-

10-13.	Bankruptcy.	-72-
10-14.	Indictment - Forfeiture	-73-
10-15.	Default by Guarantor or Subsidiary	-73-
10-16.	Termination of Guaranty.	-73-
10-17.	Challenge to Loan Documents.	-73-
10-18.	ERISA	-73-
10-19.	Material Contracts.	-73-
10-20.	Change in Control.	-74-

Article 11 -	Rights and Remedies Upon Default:	-74-

11-1.	Rights of Enforcement	-74-
11-2.	Sale of Collateral.	-74-
11-3.	Occupation of Business Location.	-75-
11-4.	Grant of Nonexclusive License	-75-
11-5.	Assembly of Collateral.	-76-
11-6.	Rights and Remedies.	-76-

Article 12 -	Notices:	-76-

12-1.	Notice Addresses.	-76-
12-2.	Notice Given.	-77-

Article 13 -	Term:	-78-

13-1.	Termination of Revolving Credit.	-78-
13-2.	Effect of Termination	-78-

Article 14 -	General:	-78-

14-1.	Protection of Collateral	-78-
14-2.	Successors and Assigns.	-78-
14-3.	Severability.	-78-
14-4.	Amendments. Course of Dealing.	-79-
14-5.	Power of Attorney.	-79-
14-6.	Application of Proceeds	-79-
14-7.	Costs and Expenses of Agent.	-79-
14-8.	Copies and Facsimiles.	-80-
14-9.	New York Law.	-80-
14-10.	Consent to Jurisdiction.	-80-
14-11.	Indemnification	-81-
14-12.	Rules of Construction.	-81-
14-13.	Intent.	-83-
14-14.	Right of Set-Off.	-83-
14-15.	Maximum Interest Rate	-83-
14-16.	Waivers.	-83-
14-17.	Confidentiality.	-84-
14-18.	Press Releases	-85-
14-19.	No Advisory or Fiduciary Responsibility	-85-
14-20.	No Other Duties.	-86-

14-21.	USA PATRIOT Act Notice	-86-
14-22.	Foreign Asset Control Regulations.	-86-
14-23.	Obligations of Lenders Several.	-86-
14.24.	Existing Loan Agreement Amended and Restated.	-86-

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

Execution Version

THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

September 22, 2011

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

Bank of America, N.A. (in such capacity, the “Agent”), a national banking association with offices at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110, as agent for the ratable benefit of the “Lenders” who are, at present, those financial institutions identified on the signature pages of this Agreement or who otherwise become “Lenders” pursuant to the terms of this Agreement from time to time;

and

the Lenders party hereto,

and

Aeropostale, Inc., (hereinafter, the “Borrower”), a Delaware corporation with its principal executive offices at 112 West 34th Street, New York, New York 10120;

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

WITNESSETH:

WHEREAS, the Borrower entered into that certain Second Amended and Restated Loan and Security Agreement dated as of November 13, 2007 with Bank of America, N.A., as the sole lender (as amended and in effect, the “Existing Loan Agreement”); and

WHEREAS, the Borrower, the Agent and the Lenders party hereto desire to amend and restate the Existing Loan Agreement in order (a) to increase the amount of the Loan Ceiling (as hereinafter defined) to $175,000,000.00, which amount is subject to increase or decrease in accordance with the provisions of this Agreement, 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 is hereby 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 L/C Inventory”: Inventory which is the subject of a commercial 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 commercial L/C.

“Acceptable In-Transit Inventory”: Inventory that is in-transit to a Loan Party,

(a) for which both title and risk of loss to which have passed to the Loan Party;

(b) 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 in the United States;

(c) for which a Document of Title has been issued in favor of the Loan Party, as consignee, and in each case as to which the Agent has Control over such Documents of Title and a perfected security interest which is prior and superior to all security interests, claims, and all Encumbrances other than Permitted Encumbrances having priority under applicable Requirements of Law (it being understood, however, that the Agent will not require physical possession of the Documents of Title or any foreign filings to be deemed “perfected”);

(d) which Inventory is insured to the reasonable satisfaction of the Agent (including, without limitation, marine cargo insurance); and

(d) the Agent has received agreements (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 carriers, freight forwarders, and customs brokers, each satisfactory in form and substance to the Agent.

Notwithstanding the foregoing, the Agent may, in its reasonable business judgment, exclude any particular Inventory from the definition of “Acceptable In-Transit Inventory” in the event the Agent determines that such Inventory is subject to any Person’s right of reclamation, repudiation, stoppage in-transit or any event has occurred or is reasonably anticipated by the Agent to arise which may otherwise adversely impact the ability of the Agent to realize upon such Inventory.

“Acceptable Inventory”: Such of the Loan Parties’ Inventory, at such locations, and of such types, character, qualities and quantities, as the Agent in its reasonable 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 Blank Stock Inventory), as to which Inventory, the Agent has a perfected security interest which is prior and superior to all security interests, claims, and all Encumbrances other than Permitted Encumbrances with priority under applicable Requirements of Law. 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 Loan Parties.

“Additional Commitment Lender”: Is defined in Section 2-24.

“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.

“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.

“AGC”: Aero GC Management LLC, a Virginia Limited Liability Company with an address of 112 West 34th Street., New York, New York 10120, a wholly owned Subsidiary of the Borrower.

“Agency Agreement”: That certain Agency Agreement entered into among the Agent and Lenders dated as of the Effective Date, regarding the loan arrangement contemplated by this Agreement and the Loan Documents, as amended and in effect from time to time.

“Agent”: Defined in the Preamble.

"Agent’s Rights and Remedies”: Is defined in Section 11-6.

“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”:

(a) From the Effective Date through and including January 31, 2012, the percentages set forth in Level I of the pricing grid below; and

(b) After February 1, 2012, the following percentages based upon the following performance criteria:

-3-

Level	Average Outstandings	Eurodollar Loans Margin	Prime Rate Margin	Line (Unused) Fee
I	Less than $87,500,000.00	1.50%	0.50%	0.25%
II	Greater than or equal to $87,500,000.00	1.75%	0.75%	0.25%

The Applicable Margin shall be adjusted quarterly as of the first day of each February, May, August, and November, commencing February 1, 2012 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 Agent, interest shall be determined in the manner set forth in Section 2-10(f).

“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 Agent in accordance with its customary procedures and based upon the most recent appraisal conducted hereunder by an independent appraiser reasonably satisfactory to the Agent.

“Approved Fund”: Any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender (c) an entity or an Affiliate of an entity that administers or manages a Lender, or (d) the same investment advisor or an advisor under common control with such Lender, Affiliate or advisor, as applicable.

“Arranger”: Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as sole lead arranger and sole book manager.

“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 average Aggregate Outstandings 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 Agent or any Lender or any of their respective Affiliates (but excluding Cash Management Services), including without limitation, on account of leasing, purchase cards, supply chain finance services (including, without limitation, trade payable services and supplier accounts receivable purchases), swap and other hedging contracts.

-4-

“Bank Product Reserves”: Such reserves as the Agent from time to time determine in its reasonable discretion exercised in good faith as being necessary or 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, which, for the avoidance of doubt, shall include all Swing Line Loans.

“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.

“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) For so long as the aggregate outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs is less than or equal to $75,000,000.00 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) 90% of the face amount of Eligible Credit Card Receivables;

minus

(iii) Reserves.

(b) If the aggregate outstanding amount of Revolving Credit Loans and the Stated Amount of L/Cs, at any time, exceeds $75,000,000.00 in the aggregate, from and after such date through and including the Maturity Date, the result of the following:

(i) 90% of the most recent Appraised Value of Acceptable Inventory multiplied by the Cost of Acceptable Inventory,

plus

(ii) 90% of the face amount of Eligible Credit Card Receivables;

minus

(iii) Reserves.

-5-

“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 Agent 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.

“Business Plan”: The Borrower’s then current business plan and any revision, amendment, or update of such business plan to which the Agent 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 of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of such Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Capital Lease Obligations”: With respect to any Person for any period, any obligations associated with Capital Leases.

“Cash Dominion Event”: Either (i) the occurrence and continuance of any Event of Default, or (ii) the failure of the Borrower to maintain Availability in an amount greater than twelve and one-half percent (12.5%) of the lesser of (A) the Commitments and (B) the 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 Borrower’s failure to achieve Availability as required hereunder, until Availability has exceeded twelve and one-half percent (12.5%) of the lesser of (A) the Commitments and (B) the Borrowing Base, in either case, for sixty (60) consecutive 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 60 consecutive days) at all times after a Cash Dominion Event has occurred and been discontinued on two (2) occasions 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 $100,000,000.00 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 $500,000,000.00 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 Agent, from time to time, determines in its reasonable discretion exercised in good faith as being necessary or 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 cash management services or facilities provided to a Loan Party by the Agent, any Lender, or any of their respective Affiliates, including, without limitation: (a) ACH transactions, (b) 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.

(c) If the Borrower fails at any time to own, directly or indirectly, 100% of the equity interests of any Subsidiary free and clear of all Encumbrances (other than the Encumbrances in favor of the Agent), except where such failure is as a result of a transaction permitted by the Loan Documents.

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

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

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

“Commitment”: Subject to the provisions of Sections 2-23 and 2-24, as of the Effective Date, as follows:

-7-

LENDER	DOLLAR COMMITMENT	COMMITMENT PERCENTAGE
Bank of America, N.A.	$100,000,000.00	57.14285%
Wells Fargo Bank, National Association	$75,000,000.00	42.85715%

“Commitment Increase”: Is defined in Section 2-24.

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

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

“Confirmation Agreement”: That certain Joinder, Confirmation, and Amendment of Ancillary Loan Documents dated as of the Effective Date entered into among the Loan Parties and the Agent, as amended and in effect from time to time.

“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.

“Consolidated EBITDA”: At any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period, plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income Taxes, (iii) depreciation and amortization expense, (iv) other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period (in each case of or by the Borrower and its Subsidiaries for such Measurement Period), and (v) such other non-recurring expenses or cost savings arising from or relating to Permitted Acquisitions as may be agreed by the Agent from time to time, minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits and (ii) all non-cash items increasing Consolidated Net Income (in each case of or by Borrower and its Subsidiaries for such Measurement Period), all as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Fixed Charge Coverage Ratio”: At any date of determination, the ratio of (a) (i) Consolidated EBITDA for such period minus (ii) Capital Expenditures made during such period, minus (iii) the aggregate amount of federal, state, local and foreign income taxes paid in cash during such period (but not less than zero) to (b) Debt Service Charges, in each case, of or by Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.

“Consolidated Interest Charges”: For any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under swap or hedging contracts, but excluding any non-cash or deferred interest financing costs, and (b) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP, in each case of or by Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP.

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“Consolidated Net Income”: As of any date of determination, the net income of the Borrower and its Subsidiaries for the most recently completed Measurement Period, all as determined on a Consolidated basis in accordance with GAAP, provided, however, that there shall be excluded (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the income (or loss) of such Person during such Measurement Period in which any other Person has a joint interest, except to the extent of the amount of cash dividends or other distributions actually paid in cash to such Person during such period, (c) the income (or loss) of such Person during such Measurement Period and accrued prior to the date it becomes a Subsidiary of a Person or any of such Person’s Subsidiaries or is merged into or consolidated with a Person or any of its Subsidiaries or that Person’s assets are acquired by such Person or any of its Subsidiaries, and (d) the income of any direct or indirect Subsidiary of a Person to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its organization documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, except that Borrower’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income.

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

“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 Agent, 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.

The term “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 (a) all reasonable out-of-pocket expenses incurred by the Agent, the Arranger and their respective Affiliates, in connection with this Agreement and the other Loan Documents, including without limitation (i) the reasonable fees, charges and disbursements of (A) counsel for the Agent and the Arranger, (B) appraisers, (C) commercial finance examiners, and (D) all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Liabilities, (ii) in connection with (A) the syndication of the credit facilities provided for herein, (B) the preparation, negotiation, administration, management, execution and delivery of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (C) the enforcement or protection of their rights in connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect, or enforce the Collateral or in connection with any proceeding under the Bankruptcy Code, including, without limitation, in each case under this clause (C), outside consultants for the Agent, or (D) any workout, restructuring or negotiations in respect of any Liabilities; and (b) with respect to the Issuer, and its Affiliates, all reasonable out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any L/C or any demand for payment thereunder.

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“Covenant Compliance Event”: Either (a) an Event of Default has occurred and is continuing, or (b) Availability at any time is less than or equal to ten percent (10%) of the lesser of the Commitments and the Borrowing Base. For purposes hereof, the occurrence of a Covenant Compliance Event shall be deemed continuing (i) so long as such Event of Default has not been waived, and/or (ii) if the Covenant Compliance Event arises as a result of the Borrower’s failure to achieve Availability as required hereunder, until Availability has exceeded ten percent (10%) of the lesser of the Commitments and the Borrowing Base for sixty (60) consecutive days, in which case a Covenant Compliance Event shall no longer be deemed to be continuing for purposes of this Agreement.

“Credit Party” or “Credit Parties”: Means (a) individually, (i) each Lender and its Affiliates, (ii) the Agent, (iii) each Issuer, (iv) the Arranger, (v) each beneficiary of each indemnification obligation undertaken by any Loan Party under any Loan Document, (vi) any other Person to whom Liabilities under this Agreement and other Loan Documents are owing, and (vii) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing.

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

“Debt Service Charges”: For any Measurement Period, the sum of (a) Consolidated Interest Charges paid or required to be paid for such Measurement Period, plus (b) principal payments made or required to be made on account of Indebtedness (excluding (i) the Obligations, (ii) any synthetic lease obligations but including, without limitation, Capital Lease Obligations, and (iii) the types of Indebtedness described in clauses (c), (d), and (f) of the definition of Indebtedness) for such Measurement Period, in each case determined on a Consolidated basis in accordance with GAAP.

“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, 10-12, or 10-13 hereof.

(c) The failure of the Borrower to comply with the provisions of Section 4-29, 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.

“Defaulting Lender”: Has the meaning given that term in the Agency Agreement.

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

“Deteriorating Lender”: Has the meaning given that term in the Agency Agreement.

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

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

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

“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.

“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 Agent, in its reasonable discretion, as arise in the ordinary course of business, and which have been earned by performance and are deemed by the Agent 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;

(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 Agent);

(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 Agent 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.

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“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 the Agent, Issuer, or any Lender to make loans and advances and to provide other financial accommodations to the Borrower hereunder shall have been irrevocably terminated.

“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, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the 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, N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

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

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“Excluded Taxes”: With respect to the Agent, any Lender, the Issuer or any other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Loan Party is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a change in applicable Requirements of Law) to comply with Section 4-13(h), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Loan Parties with respect to such withholding tax pursuant to Section 4-13(e) and (g) any U.S. federal, state or local backup withholding tax, and (e) any U.S. federal withholding tax imposed under FATCA.

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

“FATCA”: Current Section 1471 through 1474 of the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as amended and in effect, or any amended version or successor provision that is substantively similar and, in each case, any regulations promulgated thereunder and any interpretation and other guidance issued in connection therewith.

“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, N.A. on such day on such transactions.

“Fee Letter”: The letter agreement, dated June 15, 2011, between the Borrower, the Agent, and Arranger with respect to certain fees payable to the Agent, Arranger, and Lenders in connection with this Agreement.

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

“Foreign Asset Control Regulations”: Has the meaning set forth in Section 14-22.

“Foreign Lender”: Any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for Tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“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 Agent, 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. Notwithstanding the foregoing, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a Capitalized Lease Obligation under GAAP as in effect on the Effective Date, shall not be treated as a Capitalized Lease Obligation solely as a result of the adoption of changes in GAAP outlined by the Financial Accounting Standards Board in its press release dated March 19, 2009.

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“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.

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

“Guarantor” and “Guarantors”: means individually and collectively AWI, Jimmy’Z, AGC, Aeropostale Procurement Company, Inc., Aeropostale Licensing, Inc., P.S. from Aeropostale, Inc., and any other Subsidiary of the Borrower which executes and delivers a Guarantor Agreement pursuant to the terms of this Agreement from time to time.

“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.

“Increase Effective Date”: Is defined in Section 2-24.

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

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(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.

(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.

“Indemnified Taxes”: Taxes other than Excluded Taxes.

“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 Agent.

(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 Agent, or (ii) on which the subject Base Rate Loan is paid by the Borrower.

(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.

“Investment”: Any direct or indirect acquisition or investment by such Loan Party, whether by means of (a) the purchase or other acquisition of equity interests of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) any acquisition of the assets or equity interests of any Person.

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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. or Wells Fargo Bank, National Association

“Jimmy’Z”: Jimmy’Z Surf Co., LLC, a Delaware limited liability company 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 Agent for the account of the Borrower and any banker’s acceptance made on account of such letter of credit.

“L/C Borrowing”: An extension of credit resulting from a drawing under any L/C which has not been reimbursed on the date when made or refinanced as a Revolving Credit Loan.

“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.

“Lenders”: Defined in the Preamble to this Agreement, and, as the context requires, includes the Swing Line Lender.

“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 Agent or any 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 Agent or any Lender under the Loan Documents (including all future advances whether or not made pursuant to a commitment by the Agent or any 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 Agent or any Lender may hold against the Borrower under the Loan Documents.

(c) All notes and other obligations of the Borrower now or hereafter assigned to or held by the Agent or any 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 Agent or any Lender to the Borrower under the Loan Documents and/or which may be due from the Borrower to the Agent or any Lender under the Loan Documents from time to time.

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(e) All costs and expenses incurred or paid by the Agent or any 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 Agent or any 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 “Agent” and “Lender” therein were to each of the Affiliates of such Persons.

“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 Agent 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 Agent 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 Agent 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”: $175,000,000.00, as may be modified from time to time in accordance with Sections 2-3 and 2-24 of this Agreement.

“Loan Documents”: This Agreement, the Agency Agreement, Confirmation 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 Agent, any Affiliate of the Agent, [or any 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.

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“Material Adverse Effect”: A material adverse effect upon (i) the Loan Parties business, assets, properties, liabilities (actual or contingent), operations, financial affairs, or condition (financial or otherwise) 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 Agent under any Loan Document, taken as a whole. In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in a Material Adverse Effect.

“Material Contract”: With respect to any Person, each contract to which such Person is a party the termination of which contract could reasonably be expected to have a Material Adverse Effect.

“Material Indebtedness”: Indebtedness (other than the Liabilities) of the Loan Parties in an aggregate principal amount exceeding $10,000,000.00. For purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations in respect of any swap contract at such time shall be calculated after taking into account the effect of any legally enforceable netting agreement relating to such swap contracts, (b) undrawn committed or available amounts shall be included, and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included.

“Maturity Date”: September 22, 2016.

“Measurement Period”: At any date of determination, the most recently completed twelve (12) months of the Borrower.

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

“Other Taxes”: All present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, excluding, however, any such amounts imposed as a result of an assignment by a Lender of its loan or Commitment.

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

“Payment Conditions”: At the time of determination with respect to any specified transaction or payment, that:

(a) no Suspension Event or Event of Default then exists or would arise as a result of entering into such transaction or the making such payment,

(b) after giving effect to such transaction or payment, Availability is equal to or greater than fifteen percent (15%) of the lesser of (1) the Commitments and (2) the Borrowing Base,

(c) the Consolidated Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.0:1.0 (or, solely with respect to Restricted Payments, 1.1:1.0), and

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(d) for the six-month period immediately following such transaction or payment and after giving effect to such transaction or payment, Availability shall be equal to or greater than fifteen percent (15%) of the lesser of (1) the Commitments and (2) the Borrowing Base.

Prior to undertaking any transaction or payment which is subject to the Payment Conditions, the Borrower shall deliver to the Agent a certificate of the Borrower evidencing satisfaction of the conditions contained in clauses (b), (c) and (d) above on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Agent.

“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, or controlling interests in, any Person (other than the Borrower), or the entering into of any transaction, series of transactions, merger (with the Borrower as the surviving entity), consolidation or exchange of securities with any Person (referred to herein as an “Acquisition”), 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;

(b) Immediately after giving effect to the transaction, the Payment Conditions have been satisfied;

(c) Such Acquisition shall have been approved by the board of directors of the Person (or similar governing body if such Person is not a corporation) which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition or shall not have commenced any action which alleges that such Acquisition shall violate applicable Law;

(d) For any Acquisition in an amount greater than $10,000,00.00, the Borrower shall have furnished the Agent with thirty (30) days’ prior written notice of such intended Acquisition and shall have furnished the Agent with a current draft of the acquisition documents (and final copies thereof as and when executed), copies of any third party accounting, financial, and legal due diligence undertaken by the Loan Parties in connection with such Acquisition, appropriate financial statements of the Person which is the subject of such Acquisition, pro forma projected financial statements for the twelve (12) month period following such Acquisition after giving effect to such Acquisition (including balance sheets, cash flows and income statements by quarter (and, if available, by month) for the acquired Person, individually, and on a Consolidated basis with all Loan Parties), and such other information as the Agent may reasonably require, all of which shall be in form reasonably satisfactory to the Agent;

(e) If the Acquisition involves the purchase of equity interests in a Person and proceeds of any Revolving Credit Loan will be used to pay the purchase price or other amounts payable to the seller in connection with such Acquisition, either (i) the legal structure of the Acquisition shall be acceptable to the Agent in its discretion, or (ii) the Loan Parties shall have provided the Agent with a favorable solvency opinion from an unaffiliated third party valuation firm reasonably satisfactory to the Agent;

(f) After giving effect to the Acquisition, if the Acquisition is an Acquisition of equity interests, a Loan Party shall acquire and own, directly or indirectly, a majority of the equity interests in the Person being acquired and shall control a majority of any voting interests or shall otherwise control the governance of the Person being acquired; and

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(g) All action required to be undertaken pursuant to Section 4-18(f) by any Subsidiary created in connection with such transaction (including, but not limited to, causing such Subsidiary to become a Guarantor hereunder) has been completed, or, simultaneously with the consummation of such Acquisition, will be completed, to the reasonable satisfaction of the Agent.

In all events, any assets acquired in a Permitted Acquisition must first satisfy the eligibility requirements contained in this Agreement before the Borrower shall be permitted to include any such assets in the Borrowing Base. Without limiting the foregoing and the provisions of Section 5-10(c), the Agent shall have obtained, at the Borrower’s expense, a satisfactory appraisal and audit with respect to such acquired assets.

“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 a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its “prime rate”; (b) the Federal Funds Rate for such day, plus 0.50%; and (c) the Eurodollar Rate for a 30-day interest period as determined on such day, plus 1.0%. The “prime rate” is a rate set by Bank of America, N.A. based upon various factors including Bank of America, N.A.’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in Bank of America, N.A.’s prime rate, the Federal Funds Rate or the Eurodollar Rate, respectively, shall take effect at the opening of business on the day specified in the public announcement of such change.

“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.

“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.

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“Required Consent”: Has the meaning given that term in the Agency Agreement.

“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

provided however, for purposes of this Agreement (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, guidelines or directives in connection therewith, and (ii) all rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to have gone into effect and been adopted after the Effective Date.

“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 Agent, such reserves as the Agent 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 Agent’s ability to realize upon the Collateral, including any claims or liabilities that the Agent determines will need to be satisfied in connection with the realization upon such Collateral (including, without limitation, the Inventory), (b) to reflect costs, expenses and other amounts that the Agent 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) to reflect criteria, events, conditions, contingencies or risks which adversely affect any component of the Borrowing Base, (f) on account of gift cards, gift certificates, merchandise credits and customer deposits, (g) Cash Management Reserves, (h) Bank Product Reserves, and (i) rent reserves not to exceed two (2) months rent plus any past due amounts. The Agent shall have the right, at any time and from time to time after the Effective Date in its reasonable discretion exercised in good faith as being necessary or appropriate to establish, modify or eliminate 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 Agent 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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“Restricted Payment”: Any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other equity interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other equity interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment. Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also include all payments made by such Person with any proceeds of a dissolution or liquidation of such Person.

“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, which, for the avoidance of doubt, shall include Swing Line Loans as the context may require.

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

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

“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 any 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 Lenders 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.

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“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 Agent.

“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.

“Swing Line Lender”: Bank of America, N.A.

“Swing Line Loan Request”: Is defined in Section 2-2.

“Swing Line Loans”: Is defined in Section 2-2.

“Swing Line Sublimit”: $20,000,000.00

“Taxes”: All present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date”: The earliest of (a) the Maturity Date; or (b) the occurrence of any event described in Section 10-13 hereof; or (c) date set by notice by the Agent 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 10-13 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 New York, 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 New York, “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.

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“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(f) hereof or otherwise.

Article 2 - The Revolving Credit:

2-1. Establishment of Revolving Credit.

(a) The Lenders hereby establish a revolving line of credit (the “Revolving Credit”) in the Borrower’s favor pursuant to which each Lender, subject to, and in accordance with, this Agreement, agrees to severally make loans and advances and otherwise provide financial accommodations to and for the account of the Borrower as provided herein, in each case equal to that Lender’s Commitment Percentage up to the maximum amount of such Lender’s Dollar Commitment; provided that the Aggregate Outstandings 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.

(c) The Borrower recognizes that the Agent’s exercise of any discretion accorded to the Agent with respect to the Revolving Credit and of its rights, remedies, powers, privileges, and discretions with respect to the Loan Parties may be subject to the terms and conditions of the Agency Agreement.

2-2. Swing Line Loan.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2-2 and in the Agency Agreement, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided, however, that after giving effect to any Swing Line Loan, Aggregate Outstandings shall not at any time in the aggregate exceed the lesser of (A) the Loan Ceiling, or (B) the Borrowing Base; provided further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and provided further that the Swing Line Lender shall not be obligated to make any Swing Line Loan at any time when any Lender is at such time a Defaulting Lender or Deteriorating Lender, unless the Swing Line Lender has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2-2 prepay under Section 2-9 and reborrow under this Section 2-2. Each Swing Line Loan shall bear interest only at a rate based on the Prime Rate. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Agent in the Agency Agreement with respect to any acts taken or omissions suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Agent” as used in the Agency Agreement included the Swing Line Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender.

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(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Agent, which may be given by telephone. Each such notice (each, a “Swing Line Loan Request”) must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $10,000.00, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Agent of a written Swing Line Loan Request, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Request, the Swing Line Lender will confirm with the Agent (by telephone or in writing) that the Agent has also received such Swing Line Loan Request and, if not, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Agent at the request of the Lenders with Required Consent prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2-2(a), or (B) that one or more of the applicable conditions specified in Section 2-5(g) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, on the borrowing date specified in such Swing Line Loan Request, make the amount of its Swing Line Loan available to the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America, N.A. with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Borrower; provided, however, that if, on the date of the proposed Swing Line Loan, there are L/C Borrowings outstanding, then the proceeds of such Swing Line Loan, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

(c) Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2-3. Voluntary Reduction or Termination of Commitments.

The Borrower may reduce, or terminate, the Lenders' Commitments, pro rata, in whole or in part from time to time, by furnishing three (3) Business Days' written notice to the Agent. Upon the effective date of any such reduction, the Borrower shall pay to the Agent (a) any amounts required by under Section 2-9(b) hereof as a result of such reduction or termination, together with (b) the accrued Line (Unused) Fee as of the date of such reduction or termination. No reduction or termination of the Commitments may be reinstated.

2-4. Risks of Value of Collateral»

. The Agent’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 Agent 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 Agent or any 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.

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(a) Subject to the provisions of this Agreement (and, in particular, subject to any provisions of Section 2-2 relating to Swing Line Loans), 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 $75,000,000.00, no loans, advances or other financial accommodations shall be made if as a result thereof the Aggregate Outstandings would exceed $100,000,000.00 until such time as the Agent has completed, and received the results of a commercial finance audit and inventory appraisal in accordance with the provisions of Section 5-10 hereof.

(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 Agent.

(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 Agent notice no later than the following:

(i) If such Revolving Credit Loan is or is to be converted to a Base Rate Loan: By 11:00 AM 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 Agent 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 Agent.

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

(f) The Agent may rely on any request for a loan or advance, or other financial accommodation under the Revolving Credit which the Agent, 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 Agent being furnished with such documentation concerning that Person’s authority to act as may be reasonably satisfactory to the Agent.

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(g) A request by the Borrower for a 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 conditions has been satisfied:

(i) No event or circumstance which could reasonably be expected to result in a Material Adverse Effect shall have occurred.

(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, and other than those of which are qualified by materiality, in which case such representations are true and correct in all respects).

(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 Agent may suspend the Revolving Credit immediately.

(ii) Neither the Agent nor any Lender shall 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 Agent 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 Lenders for their respective pro rata portions of the amount thereof immediately) at the following:

(i) The Agent’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).

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

(i) Any delay in the making of any loan or advance requested under the Revolving Credit unless due to the Agent’s, or, if applicable, 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 in accordance with wire instructions provided to the Agent by the Borrower.

2-7. The Loan Account.

(a) An account (“Loan Account”) shall be opened on the books of the Agent. 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 Agent may also keep a record (either in the Loan Account or elsewhere, as the Agent may from time to time elect) of all interest, fees, service charges, costs, expenses, and other debits owed the Agent and each 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 Agent for the account of each Lender of the items giving rise to such credits. The amount of any item credited against the Liabilities which is charged back against the Agent or any 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 Agent, without the request of the Borrower, may advance under the Revolving Credit any interest, fee, service charge, or other payment to which the Agent or any 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 being exceeded. Such action on the part of the Agent shall not constitute a waiver of the Agent’s or any 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 Agent 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 Agent 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 Agent’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 promissory notes (each, a “Revolving Credit Note”) in the form of EXHIBIT 2-8, annexed hereto, executed by the Borrower, one payable to each Lender. Neither the original nor a copy of a Revolving Credit Note shall be required, however, to establish or prove any Liability. In the event that a Revolving Credit Note is ever lost, mutilated, or destroyed, upon receipt of an indemnification with respect to the lost Revolving Credit Note from such Lender in form and substance reasonably satisfactory to the Borrower and the Agent, the Borrower shall execute a replacement thereof and deliver such replacement to such 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 (which, for the avoidance of doubt shall include the Swing Line Loans) and only then to Eurodollar Loans.

(b) The Borrower, without notice or demand from the Agent or any Lender, shall pay the Agent 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 (which, for the avoidance of doubt shall include the Swing Line Loans) and only then to Eurodollar Loans.

(c) Subject to the provisions of Section 7-5(c) hereof, the Agent 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 Agent’s failure to have done so. In no event shall action or inaction taken by the Agent 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 Agent and each Lender and hold the Agent and each Lender harmless from and against any loss, cost or expense (excluding loss of anticipated profits) which the Agent or any 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 Agent or such 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.

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(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 Lenders to lenders of funds obtained by it in order to maintain any such Loans as “breakage fees” (so-called).

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 (including, but not limited to Section 2-2), the Borrower, by notice to the Agent, 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 Agent.

(f) Following the occurrence, and during the continuance, of any Default Interest Event (and whether or not the Agent exercises the Agent’s rights on account thereof), all Revolving Credit Loans shall bear interest at a rate which is the aggregate of the interest rate then in effect plus two percent (2%) per annum, unless the Agent, with the consent of the Lenders with Required Consent, elects not to exercise its right to increase the interest rate in effect by said 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. Other Fees.

The Borrower shall pay (i) to the Arranger and the Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter, and (ii) upfront fees agreed to by the Loan Parties and any applicable Lender. In either case, such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

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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 Agent, for the account of the Lenders, a Line (Unused) Fee (so referred to herein) in arrears, on the first day of each quarter, commencing with the first quarter immediately following the 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 quarter 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 any fees payable under the Fee Letter, the Line (Unused) Fee or any other fee previously earned by the Agent or any Lender pursuant to this Agreement notwithstanding any termination of this Agreement or suspension or termination of the Agent or any Lender’s respective obligations hereunder, including obligations to make loans and advances hereunder.

2-16. Agent’s Discretion.

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

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

(a) The Borrower may request that the Agent 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 Agent and Issuer.

(b) Subject to the provisions of Section 2.5(a)(ii), the Agent 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).

(ii) Subject to the restrictions in clause (iii) below, the expiry date of any standby L/Cs is not more than twelve months from the date of issuance, unless the Agent has approved such expiry date, and the expiry date of any commercial L/C shall be less than 120 days from the date of issuance, unless the Agent has approved such expiry date.

(iii) The expiry date of such requested L/C must occur at least seven (7) Business Days prior to the Maturity Date, unless either (1) such L/C is cash collateralized on or prior to the date of issuance of such L/C (or such later date as to which the Agent may agree), or (2) the Agent has approved such expiry date.

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(iv) Availability would not be exceeded.

(i) any order, judgment or decree of any governmental authority or arbitrator shall by its terms purport to enjoin or restrain the Issuer from issuing such L/C, or any law applicable to the Issuer or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuer shall prohibit, or request that the Issuer refrain from, the issuance of letters of credit generally or such L/C in particular or shall impose upon the Issuer with respect to such L/C any restriction, reserve or capital requirement (for which the Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuer in good faith deems material to it;

(ii) the issuance of such L/C would violate one or more policies of the Issuer applicable to letters of credit generally;

(iii) such L/C is to be denominated in a currency other than Dollars; provided that if the L/C Issuer, in its discretion, issues an L/C denominated in a currency other than Dollars, all reimbursements by the Borrower of the honoring of any drawing under such L/C shall be paid in the currency in which such L/C was denominated;

(iv) such L/C contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(v) a default of any Lender’s obligations to fund obligations related to L/C’s pursuant to the Agency Agreement exists or any Lender is at such time a Defaulting Lender or Deteriorating Lender hereunder, unless the Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the Issuer’s risk with respect to such Lender.

(d) 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.

(e) There shall not be any recourse to, nor liability of, the Agent or any 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.

(f) 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 Agent, 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 Agent’s rights under Section 2-9(b) hereof.

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2-18. Fees For L/C’s.

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

(i) Standby L/C and any banker’s acceptances: At a per annum rate equal to the then Applicable Margin for Eurodollar Loans;

(ii) Commercial L/C: 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 Agent, 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 Issuer, 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; provided, that in no event shall any fronting fees payable to Issuer be in excess of 0.125% per annum, computed, with respect to commercial L/C, on the amount of such L/C, and, with respect to standby L/Cs, on the daily amount available to be drawn on such L/C.

2-19. Cash Collateralization of L/C’s.

With respect to all L/Cs, upon the Agent’s request after the occurrence, and during the continuance, of any Event of Default hereunder, the Borrower shall deposit in an account with the Agent, an amount in cash equal to 103% of the then Stated Amount of all outstanding L/Cs. Such deposit shall be held by the Agent as collateral for the payment and performance of the Liabilities. The Agent 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 Agent 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 Agent, the Borrower may furnish the Agent with a so-called “back-to-back” letter of credit in form and substance and issued by a bank reasonably satisfactory to the Agent 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 Agent 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 Agent 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:

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(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.

(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). None of the Agent, the Issuer, or any Lender 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 Agent’s, each 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 Requirement of 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 Agent, any or any Issuer has an obligation to lend to fund drawings under any L/C; or

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(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 Agent and delivery by the Agent 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 Agent, from time to time as specified by the Agent, 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 Agent’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.

(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 Agent may give the Borrower notice of the occurrence of the following:

(i) The Agent 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 Agent 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 Agent in good faith with any applicable Requirements of Law 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 Agent or any Lender for U.S. dollar deposits in the interbank market for deposits in which it regularly participates.

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

(i) The obligation of the Agent and each 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 Agent with respect to any Eurodollar Loan, the time for action with respect to which has not occurred prior to the Agent’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, each 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 such 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 Agent or any 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 Agent or any Lender under this Agreement (except for Taxes on the Agent or any Lender’s overall net income or capital imposed by the jurisdiction in which the Agent or such Lender’s principal or lending offices are located or in which the Agent or such 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 any Lender;

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

and the result of any of the foregoing, in the Agent’s reasonable opinion, is to increase the cost to any Lender of making or maintaining any loan, advance or financial accommodation or to reduce the income receivable by any Lender in respect of any loan, advance or financial accommodation by an amount which the Agent deems to be material, then upon the Agent’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 Agent, for the benefit of such Lender, upon receipt of such notice, that amount which shall compensate such 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 Agent’s furnishing notice hereunder.

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Notwithstanding the foregoing, each 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 such Lender or its lending office to avoid the imposition of such increased costs.

2-23. Lenders’ 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, Affiliate of a Lender, or an Approved Fund of a 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 Agent with written objection, not more than five (5) Business Days after the Agent shall have given the Borrower written notice of a proposed assignment).

(ii) Any assignment shall be subject to the prior written consent of the Agent (not to be unreasonably withheld).

(iii) 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; provided that this clause (iii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans.

(iv) 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 Agent, of any assignment or allocation referenced in Section 2-23(a):

(i) The Borrower shall execute one or more replacement Revolving Credit Notes to reflect such changed Dollar Commitments, Commitment Percentages, and identities and shall deliver such replacement Revolving Credit Notes to the Agent (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 Agent, in lieu of causing the Borrower to execute one or more new Revolving Credit Notes, may issue the Agent’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 Agent shall maintain a register identifying the Lenders from time to time.

2-24. Increase In Commitments.

(a) Provided no Suspension Event or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Commitment by an amount (for all such requests) not exceeding $75,000,000.00 in the aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000.00, and (ii) the Borrower may make a maximum of three (3) such requests. At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders.

(b) Each Lender shall notify the Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

(c) The Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made in this Section 2-24. To achieve the full amount of a requested increase and subject to the approval of the Agent, the Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), to the extent that the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Borrower, the Agent will use its reasonable efforts to arrange for other Person(s) to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Commitment requested by the Borrower and not accepted by the existing Lenders (each such Person issuing a commitment and becoming a Lender hereunder, an “Additional Commitment Lender”), provided, however, that without the consent of the Agent, at no time shall the Commitment of any Additional Commitment Lender be less than $10,000,000.00.

(d) If the Commitments are increased in accordance with this Section 2-24, the Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) of such increase (such increase, a “Commitment Increase”). The Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Commitment Increase and the Increase Effective Date and on such date (i) the Commitments and the Loan Ceiling under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Commitment Increases, and (ii) the grid contained in the definition of “Commitment” shall be deemed modified, without further action, to reflect the revised Commitments and Commitment Percentages of the Lenders.

(e) As a condition precedent to such increase, (i) the Borrower shall deliver to the Agent a certificate of the Loan Parties dated as of the Increase Effective Date (A) certifying and attaching the resolutions, if necessary, adopted by the Loan Parties approving or consenting to such Commitment Increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in this Agreement the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (2) to the extent such representations and warranties are qualified by materiality, in which case they are true and correct in all respects, (ii) the Borrower, the Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Agent shall reasonably require; (iii) the Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders as the Agent, the Borrower and such Additional Commitment Lenders shall agree; (iv) the Borrower shall have paid such arrangement fees to the Agent as the Borrower and Agent may agree; (v) if so requested by the Agent, the Borrower shall deliver to the Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrower reasonably satisfactory to the Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrower and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Suspension Event or Event of Default exists or would arise after giving effect to such Commitment Increase. The Borrower shall prepay any Revolving Credit Loans outstanding on the Increase Effective Date to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2-24.

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(f) Any Commitment Increase contemplated by the provisions of this Section 2-24 shall, except as otherwise provided for in this Section 2-24, bear interest and be entitled to fees and other compensation on the same basis as all other Commitments.

Article 3 - Conditions Precedent:

3-1. Generally.

As a condition to the effectiveness of this Agreement, each of the documents respectively described in Sections 3-2 through and including 3-5 (each in form and substance reasonably satisfactory to the Agent) shall have been delivered to the Agent, and the conditions respectively described in Sections 3-6 through and including 3-18, 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 Agent.

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

3-5. Officers’ Certificates. Certificate executed by the President and the Chief Financial Officer of the Borrower, satisfactory in form and substance to the Agent, and stating the following: (i) that the representations and warranties made by the Loan Parties to the Agent and Lenders in the Loan Documents are true and complete in all material respects as of the date of such Certificate, except in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects; (ii) 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; (iii) attesting to the Solvency of the Loan Parties as of the Effective Date after giving effect to the transactions contemplated hereby; and (iv) either (1) no consents, licenses or approvals are required in connection with the execution, delivery and performance by the Loan Parties and the validity against any such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been obtained and are in full force and effect.

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, except in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects.

3-7. Borrowing Base Certificate. The Agent shall have received a Borrowing Base Certificate dated the Effective Date, relating to the month ended on August 31, 2011, 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 Agent and Arranger in connection with the establishment of the credit facility contemplated hereby (including the reasonable fees and expenses of counsel to the Agent) shall have been paid (to the extent then invoiced).

3-9. Financial Projections. The Agent shall have received and be satisfied with (i) a detailed forecast prepared on a quarterly basis for the period commencing on the Effective Date and ending on or about January 29, 2012 which shall include an Availability model, Consolidated income statement, balance sheet, and statement of cash flow, by quarter, each prepared in conformity with GAAP (but for the absence of footnotes and year-end adjustments) and consistent with the Loan Parties’ then current practices, (ii) a detailed forecast prepared on annual basis for the period from January 29, 2012 to the Maturity Date, which shall include a Consolidated income statement, balance sheet, and statement of cash flow, by year, each prepared in conformity with GAAP (but for the absence of footnotes and year-end adjustments) and consistent with the Loan Parties’ then current practices and (iii) such other information (financial or otherwise) reasonably requested by the Agent.

3-10. Borrower’s Assets. The Agent 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 Agent. In addition, the Agent 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 Agent and Lenders and the Agent shall have received such reports, material and other information concerning the inventory and the Loan Parties’ suppliers as shall reasonably satisfy the Agent in its sole discretion.

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3-11. Lien Search. The Agent shall have received results of searches or other evidence satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Agent) 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 Agent are being tendered concurrently with the establishment of the Revolving Credit.

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

3-13. Insurance. The Agent 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 Agent as “loss payee” or “additional insured”, as applicable, under each policy.

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 since April 30, 2011, 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 Agent.

3-17. Availability. After giving effect to (i) any Revolving Credit Loans made on the Effective Date, (ii) any charges made in connection with the establishment of the credit facility contemplated hereby and (iii) all L/Cs to be issued at, or immediately subsequent to, such establishment, Availability shall be not less than $125,000,000.

3-18. Patriot Act. The Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

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

Article 4 - General Representations, Covenants and Warranties:

To induce the Agent and each 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.

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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 Agent 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 without the prior consent of the Agent.

(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.

(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 (A) Requirement of Law, (B) Material Indebtedness, or (C) the organizational documents 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:

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(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 Agent and (ii) in compliance with all other provisions of this Agreement.

4-4. Intellectual Property.

(a) Each Loan Party 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.

(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

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(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 Agent.

(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.

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 Agent.

(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.

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(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.

(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 10-11 hereof.

(xv) Encumbrances (i) arising by reason of zoning restrictions, easements, licenses, reservations, restrictions, covenants, rights-of-way, encroachments, minor defects or irregularities in title (including leasehold title) and other similar encumbrances on the use of real property or (ii) consisting of leases, licenses or subleases granted by a lessor, licensor or sublessor on its real property (in each case other than Capital Leases) that, for each of the Liens in clauses (i) and (ii) above, do not, in the aggregate, materially (x) impair the value or marketability of such real property or (y) interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property.

(xvi) Landlords’ statutory Encumbrances in respect of rent not in default.

(xvii) Encumbrances of a collection bank on items in the course of collection arising under Section 4-208 of the UCC as in effect in the State of New York or any similar section under any applicable UCC or any similar Requirement of Law of any foreign jurisdiction.

provided, however, in all such cases, no Encumbrance shall be considered a ‘Permitted Encumbrance’ to the extent such Encumbrance covers any assets not constituting Collateral unless and until, if requested by the Agent, the Loan Parties shall have used commercially reasonable efforts to cause the holder of such Encumbrance to deliver to the Agent a use and/or access agreement with respect to such assets, which shall be in form and substance reasonably acceptable to the Agent.

(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:

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(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 Agent, which consent may be conditioned upon the Agent’s receipt of such agreement with the third party which has an interest in such Equipment as is satisfactory to the Agent.

(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) The Liabilities.

(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.

(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 Agent. 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 Agent and all such insurance which covers the Collateral shall include an endorsement in favor of the Agent, as loss payee and additional insured, which endorsement shall provide that the insurance, to the extent of the Agent’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 Agent, at its option, may obtain such insurance, provided, however, the Agent’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 Agent certificates or other evidence satisfactory to the Agent regarding compliance by the Loan Parties with the foregoing insurance provisions.

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(c) After the occurrence, and during the continuance, of an Event of Default, the Loan Parties shall each advise the Agent of each claim made by a Loan Party under any policy of insurance which covers the Collateral and will permit the Agent, at the Agent’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 Agent 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 Agent 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 Agent. The Agent 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 Agent may apply any proceeds of such insurance against the Liabilities, whether or not such have matured, in such order of application as the Agent 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.

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 $100,000.00). 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 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 Agent 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 Agent 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.

(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.

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(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 Agent of all Receipts as provided herein.

(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 Agent 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 Agent, in the Agent’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 Agent’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 Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent 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 Agent, will maintain the lists and other records required by such Treasury Regulation.

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(e) Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Loan Parties shall be required under Requirements of Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4-14) the Agent, Lenders or Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Loan Parties shall make such deductions and (iii) the Loan Parties shall timely pay the full amount deducted to the relevant applicable governmental authority in accordance with Requirements of Law.

(f) The Loan Parties shall indemnify the Agent, each Lender and the Issuer, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 4-13) paid by such Agent, such Lender or the Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuer (with a copy to the Agent), or by the Agent on its own behalf or on behalf of the Agent, a Lender or the Issuer, shall be conclusive absent manifest error.

(g) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Loan Parties to a governmental authority, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such governmental authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(h) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Loan Party is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by Requirements of Law or reasonably requested by the Borrower or the Agent, such properly completed and executed documentation prescribed by Requirements of Law as will permit such payments to be made without withholding or at a reduced rate of withholding. Such delivery shall be provided on the Effective Date and on or before such documentation expires or becomes obsolete or after the occurrence of an event requiring a change in the documentation most recently delivered. In addition, any Lender, if requested by the Borrower or the Agent, shall deliver such other documentation prescribed by Requirements of Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing, in the event that any Loan Party is resident for tax purposes in the United States, any Foreign Lender shall deliver to the Borrower and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

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(1) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(2) duly completed copies of Internal Revenue Service Form W-8ECI,

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN, or

(4) any other form prescribed by Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by Law to permit the Borrower to determine the withholding or deduction required to be made.

(i) If the Agent, any Lender or the Issuer determines, in its sole discretion, that it has received a refund of any taxes or Other Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section 4-13, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 4-13 with respect to the taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent, such Lender or the Issuer, as the case may be, and without interest (other than any interest paid by the relevant governmental authority with respect to such refund), provided that the Loan Parties, upon the request of such Agent, such Lender or the Issuer, agree to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant governmental authority) to such Agent, such Lender or the Issuer in the event that such Agent, such Lender or the Issuer is required to repay such refund to such governmental authority. This subsection shall not be construed to require the Agent, any Lender or the Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Loan Parties or any other Person.

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.

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(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:

(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 Agent 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’ financial condition or ability to conduct its business as such business is presently conducted or is contemplated to be conducted in the foreseeable future.

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4-18. Investments. No Loan Party shall:

(a) Intentionally Omitted.

(b) Intentionally Omitted.

(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 Agent a first priority Encumbrance (subject to Permitted Encumbrances having priority under applicable Requirements of Law) on all of its assets, all of the foregoing satisfactory in form and substance to the Agent.

(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 (i) Permitted Acquisitions, (ii) by the making of Capital Expenditures to the extent permitted hereunder, (iii) in the ordinary course and conduct of the Loan Parties business permitted under Section 4-21 hereof, and (iv) Investments in joint ventures not to exceed $10,000,000.00 in the aggregate at any time; provided however Investments in joint ventures may exceed $10,000,000.00 in the aggregate at any time so long as at the time such Investment that would exceed the $10,000,000.00 cap is made, the Payment Conditions have been satisfied.

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 Requirement has been satisfied, loans and/or Investment in or to Aeropostale Puerto Rico, Inc. and Aeropostale Canada.

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

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4-20. Protection of Assets. The Agent, in the Agent’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 Agent may deem necessary to repair, insure, maintain, preserve, collect, or realize upon any of the Collateral. The Agent 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 Agent has had an opportunity to be heard), from which finding no further appeal is available, that the Agent had acted in actual bad faith or in a grossly negligent manner. The Borrower shall pay to the Agent, on demand, or the Agent, in its reasonable discretion, may add to the Loan Account, all amounts paid or incurred by the Agent 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.

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 Requirement has been satisfied, loans to, payments to, or Investments in Aeropostale Puerto Rico, Inc. and 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 Agent (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 Agent to secure the Liabilities (subject only to Permitted Encumbrances).

(c) The Loan Parties shall each execute and deliver to the Agent such instruments, documents, and papers, and shall do all such things from time to time hereafter as the Agent may reasonably request to carry into effect the provisions and intent of this Agreement; to protect and perfect the Agent’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 Agent with respect to the recordation and/or perfection of the security interests created herein.

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(d) Each Loan Party hereby designates the Agent 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 Agent’s security and other collateral interests in the Collateral.

(e) To the full extent permitted by applicable Requirements of 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.

4-24. Adequacy of Disclosure.

(a) All financial statements for periods after the Effective Date which are furnished to the Agent 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 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 Agent prior to the execution of this Agreement.

(d) No document, instrument, agreement, or paper now or hereafter given the Agent by or on behalf of a Loan Party in connection with the execution of this Agreement by the Agent 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 Agent.

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;

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

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(c) voluntary prepayments of Indebtedness permitted hereunder (other than Subordinated Indebtedness) as long as the Payment Conditions are 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.

4-28. Labor Matters. There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party pending or, to the knowledge of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party has incurred any liability or obligation under the Worker Adjustment and Retraining Act or similar state Law. All payments due from any Loan Party, or for which any claim may be made against any Loan Party, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 4-28 or as filed with the SEC, no Loan Party is a party to or bound by any collective bargaining agreement, management agreement, employment agreement, bonus, restricted stock, stock option, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party has made a pending demand for recognition. There are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment practices charges or any other claims or complaints against any Loan Party pending or, to the knowledge of any Loan Party, threatened to be filed with any governmental authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party which could reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party is bound.

4-29. Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that each of the following shall be permitted so long as no Suspension Event or Event of Default shall have occurred and be continuing prior, or immediately after giving effect, to the following, or would result therefrom:

(a) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party;

(b) the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; and,

(c) if the Payment Conditions are satisfied, the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire equity interests issued by it, and the Borrower may declare or pay cash dividends to its stockholder.

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4-30. Solvency. After giving effect to the transactions contemplated by this Agreement, and before and after giving effect to each Revolving Credit Loan, the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Loan Party and no obligation has been or will be incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Loan Party.

4-31. Material Contracts.

(a) Schedule 4-31 sets forth all Material Contracts to which any Loan Party is a party or is bound as of the Effective Date. The Loan Parties have delivered true, correct and complete copies of such Material Contracts to the Agent on or before the Effective Date. The Loan Parties are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material Contract.

(b) From and after the Effective Date, the Loan Parties agree they shall each perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, (b) maintain each such Material Contract in full force and effect except to the extent such Material Contract is no longer used or useful in the conduct of the business of the Loan Parties in the ordinary course of business, consistent with past practices, (c) enforce each such Material Contract in accordance with its terms, and, (d) upon request of the Agent, make such demands and requests for information and reports or for action from any other party to each such Material Contract as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and (e) cause each of its Subsidiaries to do the foregoing except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

4-32. Customer Relations. There exists no actual or, to the knowledge of any Loan Party, threatened, termination or cancellation of, or any material adverse modification or change in the business relationship of any Loan Party with any supplier material to its operations.

4-33. Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for (a) the perfection or maintenance of the liens created hereunder or under any other Loan Document (including the first priority nature thereof) or (b) such as have been obtained or made and are in full force and effect.

4-34. Amendment of Material Documents. The Loan Parties shall not amend, modify or waive any of a Loan Party’s rights under (a) its organization documents in a manner materially adverse to the Agent, Issuer, or any Lender, or (b) any Material Contract or Material Indebtedness (other than on account of any refinancings permitted pursuant to this Agreement), in each case to the extent that such amendment, modification or waiver would result in a Suspension Event or Event of Default under any of the Loan Documents, would be materially adverse to the Agent, Issuer, or any Lender, or otherwise would be reasonably likely to have a Material Adverse Effect.

4-35. Use of Proceeds. The Loan Parties shall not use the proceeds of any Revolving Credit Loan or Swing Line Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purposes other than (a) the acquisition of working capital assets in the ordinary course of business, (b) to finance Capital Expenditures of the Loan Parties, and (c) for general corporate purposes, in each case to the extent expressly permitted under law and the Loan Documents.

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4-36. Compliance with Leases. Except as otherwise expressly permitted hereunder, (a) make all payments and otherwise perform all obligations in respect of all Leases to which any Loan Party or any of its Subsidiaries is a party, keep such Leases in full force and effect (b) not allow such Leases to lapse or be terminated or any rights to renew such Leases to be forfeited or cancelled except in the ordinary course of business, consistent with past practices, (c) notify the Agent of any default by any party with respect to such Leases and cooperate with the Agent in all respects to cure any such default, and (d) cause each of its Subsidiaries to do the foregoing, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

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 Agent 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 Deliotte & Touche LLP, or such other independent certified public accountants who are reasonably satisfactory to the Lender and instruct such accountants to fully cooperate with, and be available to, the Agent 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 Agent. Agent shall give the Borrower an opportunity to participate in any discussions Agent has with Borrower’s certified public accountant pursuant to this Section 5-1.

5-2. Access to Records.

(a) The Borrower shall, and shall cause each Guarantor to, afford the Agent and the Agent’s representatives with access from time to time, during normal business hours and, unless an Event of Default exists, upon reasonable notice, as the Agent and such representatives may require to all properties owned by or over which a Loan Party has control. The Agent and the Agent’s representatives shall have the right, and the Borrower will, and will cause each Guarantor to, permit the Agent and such representatives from time to time as the Agent 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 Agent.

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(b) The Borrower for itself, and as the sole shareholder or member, as applicable, of each Guarantor, hereby authorizes the Agent and the Agent’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 Agent and the Agent’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 Agent 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 Agent.

(a) The Borrower shall, and shall cause each Guarantor to, provide the Agent 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 and except for amounts subject to a good faith dispute.

(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 Agent.

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(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 Agent, 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. Quarterly, within seven (7) days after the end of the Borrower’s prior fiscal quarter, the Borrower shall provide the Agent 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 quarter, each such Borrowing Base Certificate to be certified as complete and correct on behalf of the Borrower by a Responsible Officer of the Borrower. Notwithstanding the foregoing, if, at any time, Availability is less than seventy percent (70%) of the lesser of (a) the Commitments and (b) the Borrowing Base, then such Borrowing Base Certificate shall be delivered monthly, within seven (7) days after the end of the Borrower’s fiscal month until such time that the foregoing Availability deficiency does not exist for a period of sixty (60) consecutive days as confirmed by the Agent, upon which, the Borrower’s obligation to deliver Borrowing Base Certificates shall revert to the provisions of the first sentence of this Section 5-5; provided that, if at any time, an Event of Default exists (without, in any way, limiting the Agent’s Rights and Remedies) or if, at any time, the Availability is less than twelve and one-half percent (12.5%) of the lesser of (a) the Commitments and (b) the Borrowing Base, then such Borrowing Base Certificate shall be delivered weekly, on the Wednesday of each such week until such time that the foregoing Availability deficiency described in this proviso does not exist for a period of sixty (60) consecutive days as confirmed by the Agent, upon which, the Borrower’s obligation to deliver Borrowing Base Certificates shall revert to the other provisions of this Section 5-5, as applicable.

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 Agent 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.

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(b) At all times when a Covenant Compliance Event has occurred and is continuing, the Borrower shall deliver to the Agent, within seven (7) days after the end of Borrower’s fiscal month, a duly completed compliance certificate signed by a Responsible Officer of the Borrower which (among other things) includes (i) a detailed calculation of the Consolidated Fixed Charge Coverage Ratio, and, and (ii) a certification that no Suspension Event or Event of Default exists or, if any such Suspension Event or Event of Default shall exist, stating the nature and status of such event.

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 Agent 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 Agent 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.

5-8. Annual Reports.

(a) Annually, within ninety (90) days following the end of the Borrower’s fiscal year, the Borrower shall furnish the Agent 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 Agent 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 Agent) that:

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

(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 Agent and each 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).

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5-9. Fiscal Year. The Borrower shall not change its fiscal year or permit any other Loan Party to change its fiscal year, or the accounting policies or reporting practices of the Loan Parties, except as required by GAAP; provided that, to the extent any such changes are required by GAAP, the Loan Parties shall promptly deliver notice of same to the Agent pursuant to Section 5-3(a)(v) of this Agreement.

5-10. Inventories, Appraisals, and Audits.

(a) The Agent, 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.

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

(iv) The Agent, in its reasonable discretion, may cause such additional inventories to be taken as it deems necessary or appropriate (each at the expense of the Agent and Lenders).

(c) Upon the Agent’s request from time to time, the Borrower shall, and shall cause each Guarantor to, permit the Agent to obtain appraisals conducted by such appraisers as are satisfactory to the Agent and using a methodology similar in scope and nature as was undertaken on behalf of the Agent prior to the effectiveness of this Agreement. Without limiting the foregoing, the Agent may obtain periodic Inventory liquidation analyses performed by Hilco/Great American Group or another liquidation analysis firm selected by the Agent; provided that the expense for any such appraisals shall be borne by the Agent and Lenders (except as provided in the following three sentences). At any time after the Aggregate Outstandings exceed, or are anticipated to exceed, $75,000,000.00, the Agent may, in its discretion, undertake up to two (2) Inventory appraisals at the Loan Parties’ expense, in each twelve (12) month period (each such appraisal, a “Standard Appraisal”). Notwithstanding the foregoing, to the extent the average Aggregate Outstandings for any thirty (30) day period exceed, or are anticipated to exceed $50,000,000.00 prior to the date of the first Standard Appraisal, the Agent may, in its discretion, undertake the first of its two (2) permitted Inventory appraisals for such twelve (12) month period at the Loan Parties’ expense (up to $25,000.00), despite the fact the Aggregate Outstandings have not reached the threshold outlined in the preceding sentence. The Agent may cause additional Inventory appraisals to be undertaken (i) as Agent, using its reasonable discretion, deems necessary or appropriate, at the Lenders’ expense, or (ii) if required by applicable Requirements of Law or if a Suspension Event or Event of Default has occurred and is continuing, at the expense of the Borrower.

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(d) Upon the Agent’s request from time to time, the Borrower shall, and shall cause each other Loan Party to, permit the Agent to conduct commercial finance audits of the Borrower’s and the other Loan Parties’ books and records using a methodology similar in scope and nature as was undertaken on behalf of the Agent prior to the effectiveness of this Agreement, provided that the expense for any such audits shall be borne by the Agent and Lenders (except as provided in the final two sentences of this clause). At any time after the Aggregate Outstandings exceed, or are anticipated to exceed, $75,000,000.00, the Agent shall have the right to undertake two audits, at the Loan Parties’ expense, in each twelve month period. The Agent may cause additional audits to be undertaken (i) as Agent, using its reasonable discretion, deems necessary or appropriate, at the Agent and Lenders’ expense, or (ii) if required by applicable Requirements of Law or if a Suspension Event or Event of Default has occurred and is continuing, at the expense of the Borrower.

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 Agent (and shall cause each other Loan Party and any other guarantor of the Liabilities to also provide the Agent), with such other and additional information concerning the Borrower or Guarantors, the Collateral, the operation of the Borrower’s or Guarantors’ business, and the Borrower’s or Guarantors’) financial condition, including original counterparts of financial reports and statements, as the Agent may from time to time reasonably request from the Borrower.

(b) The Borrower may provide the Agent, at the Agent’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 Agent 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 Agent 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 Agent may obtain, develop, or receive with respect to the Loan Parties is confidential to the Agent 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. Consolidated Fixed Charge Coverage Ratio. During the continuance of a Covenant Compliance Event, the Borrower shall not permit the Consolidated Fixed Charge Coverage Ratio (calculated as of the first day of any Covenant Compliance Event, and as of the last day of each month during such Covenant Compliance Event) to be less than 1.0:1.0.

Article 6 - Use and Collection of Collateral:

6-1. Use of Inventory Collateral.

(a) The Borrower shall not, and shall cause each other Loan Party not to engage in any sale of the Inventory other than for fair consideration in the conduct of the Borrower’s or any other Loan Party’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.

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(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 Agent.

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 Agent at any time after the occurrence, and during the continuance, of an Event of Default in the Agent’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 Agent, 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 Agent and to provide the Agent with such information and materials as the Agent 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 Agent 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 Agent) in the event of Loan Party’s failure so to perform, if the amount of any such bond or other obligation of a Loan Party exceeds $50,000 in any one instance, and after giving effect to all existing bonds and obligations permitted hereunder, the aggregate amount thereof does not exceed $1,000,000.

6-4. Notification to Account Debtors. The Agent 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 Agent 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 Agent, the Borrower shall, and shall cause each Guarantor to, deliver to the Agent, as a condition to the effectiveness of this Agreement:

(i) at the request of the Agent, 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 Agent, of the Agent’s interest in such DDA;

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

(iii) an agreement, in form reasonably satisfactory to the Agent, 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 Agent notice of same.

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 Agent, the Borrower shall, and shall cause each Guarantor to, deliver to the Agent, 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 Agent), 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 Agent. Neither the Borrower nor any Guarantor shall change such direction or designation except upon and with the prior written consent of the Agent.

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):

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(i) The Concentration Account: Established by the Borrower 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 constitute Collateral and Proceeds of Collateral. The contents of the Concentration Account constitute Collateral and Proceeds of Collateral.

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

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

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 Agent; 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.

(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

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(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 Agent 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 Agent 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 Agent.

7-5. Payment of Liabilities.

(a) On each Business Day, the Agent 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 Agent by 2:00 PM on that Business Day.

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

(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 Agent 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 Agent 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 the Swing Line Loans until paid in full, Third, in reduction of the remaining Base Rate Loans until paid in full, and Fourth 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, Second, and Third above, to be deposited with the Agent 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 Agent, in its discretion, shall determine.

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(d) The Agent 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 Agent may establish a funded reserve of up to 103% of the aggregate Stated Amounts of such L/C’s.

(e) To the extent this Agreement provides that the Agent shall have sole discretion in the application of proceeds of any collection, sale or disposition of the Collateral, or in the application of any other payments received pursuant to this Agreement, the Agent and Borrower acknowledge and agree that such rights may be subject to the terms and conditions of the Agency Agreement.

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 a Cash Dominion Event, as provided in the agreement with the depository with which the Operating Account has been established, the Agent 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 Agent, for the ratable benefit of itself and the other Credit Parties, a continuing security interest in and to, and assigns to the Agent, for the ratable benefit of itself and the other Credit Parties (and ratifies and confirms the Borrower’s prior grant of a security interest to Agent as “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 Agent may in the future be granted a security interest, is referred to herein as the “Collateral”):

(a) All Accounts, Accounts Receivable, and Deposit Accounts;

(b) All Inventory;

(c) All General Intangibles, including, without limitation, all Payment Intangibles arising from Accounts Receivable, or the sale of, or providing of, Inventory or services;

(d) All Equipment, Goods, Fixtures, Chattel Paper, which, in each case, arise from Accounts Receivable, or the sale of, or providing of, Inventory or services;

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(e) 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, which, in each case, arise from any ‘Collateral’ described in clauses (a) through (d) above;

(f) All Investment Property, Instruments, Documents, policies and certificates of insurance, deposits, impressed accounts, compensating balances, money, cash, or other property, which, in each case, arise from any ‘Collateral’ described in clauses (a) through (d) above;

(g) All Letter of Credit Rights and Supporting Obligations, which, in each case, arise from any ‘Collateral’ described in clauses (a) through (d) above;

(h) All Commercial Tort Claims which arise from any ‘Collateral’ described in clauses (a) through (d) above;

(i) 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(h)).

(j) All liens, guaranties, rights, remedies, and privileges pertaining to any of the foregoing (8-1(a) through 8-1(i), 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 Agent 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 Agent (which the Agent agrees to do upon payment and satisfaction of all such Liabilities).

8-3. Use of Assets. Without limiting any other rights or remedies of the Agent hereunder, the Borrower and each other Loan Party hereby covenant and agree that Agent shall, in connection with the disposition of the Collateral, following any Event of Default, have an irrevocable license to use any assets of the Loan Parties (in addition to those assets constituting Collateral), including all general intangibles, furniture, fixtures and equipment contained in any premises owned or occupied by any Loan Party without cost, subject to the rights, if any, of third parties in such other assets. Neither the Agent nor any Lender shall have any obligation or liability with respect to the use of any assets of the Loan Parties, except with respect to the gross negligence or willful misconduct of the Agent or such Lender.

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

9-1. Appointment as Attorney-In-Fact. The Borrower hereby irrevocably constitutes and appoints the Agent 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 Agent. The rights and powers granted the Agent by this appointment include but are not limited to the right and power to:

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(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 Agent 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 Agent 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 Agent 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 Agent 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 Agent 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 Agent elects to use or license any General Intangibles of the Borrower consisting of trademarks, copyrights or similar property, the Agent shall use reasonable efforts to preserve and maintain any such trademark, copyright or similar property (but nothing contained herein shall obligate the Agent or any Lender to undertake (or refrain from undertaking) any specific action with respect thereto). Neither the Agent or any Lender shall 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.

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 10-13, any and all Liabilities shall become due and payable without any further act on the part of the Agent or any 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 Agent 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.

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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 five (5) 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 Loan Parties 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
	4-29	Restricted Payments
	4-30	Solvency
	4-34	Amendment of Material Documents
	5-12	Consolidated Fixed Charge Coverage Ratio
	6	Use of Collateral
	Article 7	Cash Management

10-4. Failure to Perform Covenant or Liability (Limited Grace Period). The failure by the Loan Parties to promptly, punctually and faithfully perform, discharge, or comply with any covenant under Sections 4-13, 4-22, 4-23, and Article 5 hereof (except as to Section 5-12, which is governed by the provisions of Section 10-3 above and Section 5-5, but only to the extent governed by the provisions of Section 10-5 below), in each instance within five (5) days after the date on which such covenant was to have been performed, discharged, or complied with.

10-5. Failure to Deliver Borrowing Base Certificates. At any time when the Borrower is required to deliver weekly Borrowing Base Certificates pursuant to Section 5-5 of this Agreement, the failure of the Borrower to deliver any such Borrowing Base Certificate within one (1) Business Day of the date when due.

10-6. Failure to Perform Covenant or Liability (Grace Period). The failure by the Loan Parties 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, in each instance within fifteen (15) days after the date on which such covenant was to have been performed, discharged, or complied with.

10-7. Misrepresentation. Any representation, warranty or certification at any time made by the Borrower to the Agent and/or Lenders is not true or complete in all material respects when given.

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10-8. Default of Other Debt. The occurrence of any event such that any Material Indebtedness 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 Agent hereunder, the occurrence of such event shall not constitute an Event of Default hereunder.

10-9. 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 Agent hereunder, the occurrence of such event shall not constitute an Event of Default hereunder.

10-10. 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.

10-11. 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.

10-12. 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.

10-13. 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.

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10-14. Indictment - Forfeiture. Any Loan Party is (A) criminally indicted or convicted of a felony for fraud or dishonesty in connection with the Loan Parties’ business, or (B) charged by a governmental authority under any law that would reasonably be expected to lead to forfeiture of any material portion of Collateral, or (ii) any director or senior officer of any Loan Party is (A) criminally indicted or convicted of a felony for fraud or dishonesty in connection with the Loan Parties’ business, unless such director or senior officer promptly resigns or is removed or replaced or (B) charged by a governmental authority under any law that would reasonably be expected to lead to forfeiture of any material portion of Collateral.

10-15. 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.

10-16. 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).

10-17. Challenge to Loan Documents.

(a) Any challenge by or on behalf of the Borrower, any Guarantor, or any other 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.

10-18. ERISA.

(i) An ERISA Event occurs with respect to a pension plan or multiemployer plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the pension plan, multiemployer plan or the Pension Benefit Guaranty Corporation in an aggregate amount in excess of $5,000,000.00 or which would reasonably likely result in a Material Adverse Effect, or (ii) a Loan Party or any ERISA affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a multiemployer plan in an aggregate amount in excess of $5,000,000.00 or which would reasonably likely result in a Material Adverse Effect.

10-19. Material Contracts. Any Loan Party or any Subsidiary thereof fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Contract or fails to observe or perform any other agreement or condition relating to any such Material Contract or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the counterparty to such Material Contract to terminate such Material Contract.

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10-20. 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 Agent is provided prior to the occurrence of an Event of Default, the Agent 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 Agent shall have all of the rights and remedies of a secured party upon default under the UCC, as well as all other rights and remedies afforded to the Agent under applicable state, federal, and international laws. In addition to which, the Agent may, or, at the request of the Lender with Required Consent, shall, take any or all of the following actions:

(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 Agent 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 Agent deems advisable, having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Agent’s disposition of the Collateral.

(b) The Agent, in the exercise of the Agent’s rights and remedies upon default, may conduct one or more going out of business sales, in the Agent’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 Agent 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 Agent 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 Agent 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.

(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 Agent shall provide the Borrower with such notice as may be practicable under the circumstances), the Agent 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 Requirements of Law with respect to the exercise of the Agent’s rights and remedies upon default.

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

(e) Subject to the terms and provisions of the Agency Agreement, upon the occurrence and during the continuance of an Event of Default, the Agent shall apply the proceeds of any Collateral in the following order:

First:

To all costs and expenses incurred by the Agent 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 Swing Line Loans, until the unpaid principal balance of the Swing Line Loans has been paid in full.

Fourth:

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

Fifth:

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

Sixth:

To all other Liabilities, including without limitation, on account of the remaining Bank Products and Cash Management Services and obligations owed with respect to hedging contracts, until such Liabilities have been paid in full.

Seventh:

As provided under applicable Requirements of Law, to each Person then entitled thereto.

11-3. Occupation of Business Location. In connection with the Agent’s exercise of the Agent’s rights under this Article 11, the Agent 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 Agent. The Agent shall not be required to remove any of the Collateral from any such premises upon the Agent’s taking possession thereof, and may render any Collateral unusable to the Borrower. In no event shall the Agent or any Lender be liable to the Borrower for use or occupancy by the Agent 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 Agent’s exercise of the Agent’s Rights and Remedies, except for such charges which are incurred as a result of the Agent’s or such Lender’s gross negligence or willful misconduct.

11-4. Grant of Nonexclusive License. The Borrower hereby grants to the Agent 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 Agent’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 Agent shall use reasonable efforts to preserve and maintain any such trademark, trade name, or logo, but nothing contained herein shall obligate the Agent to undertake (or refrain from undertaking) any specific action and neither the Agent no any Lender shall, under any circumstances, have any liability to the Borrower, except for such which are a result of the Agent’s or such Lender’s gross negligence or willful misconduct.

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

11-6. Rights and Remedies. The rights, remedies, powers, privileges, and discretions of the Agent hereunder (herein, the “Agent’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 Agent in exercising or enforcing any of the Agent’s Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Agent 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 Agent’s Rights or Remedies, and no express or implied agreement or transaction of whatever nature entered into between the Agent and any person, at any time, shall preclude the other or further exercise of the Agent’s Rights and Remedies. No waiver by the Agent of any of the Agent’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 Agent’s Rights and Remedies and all of the Agent’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 Agent at such time or times and in such order of preference as the Agent in its sole discretion may determine. The Agent’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 Agent:

Bank of America, N.A.

100 Federal Street, 9th Floor

Boston, Massachusetts 02110

Attention

: Christine Hutchinson

Director

Fax

: (617) 434-4312

Email:

christine.hutchinson@baml.com

With a copy to (which copy shall not constitute notice):

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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, GVP and Treasurer

Fax

: (973) 872-5650

Email:

jpachella@aeropostale.com

With a Copy to (which copy shall not constitute notice):

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.

(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.

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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 Agent (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); to the extent requested by the Agent, cash collateral for any outstanding L/Cs; and all unreimbursed costs and expenses of the Agent for which the Borrower is responsible; and shall make such arrangements concerning any L/C’s then outstanding are reasonably satisfactory to the Agent. Until such payment, all provisions of this Agreement, other than those contained in Article 2 which place an obligation on the Agent and the Lenders 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 Agent of the security and other collateral interests granted the Agent by the Borrower hereunder may be upon such conditions and indemnifications as the Agent may reasonably require to protect the Agent and Lenders against and chargebacks, credits, returned items and any other reversal of payments which had been received by the Agent and applied toward such Liabilities.

Article 14 - General:

14-1. Protection of Collateral. Neither the Agent nor any Lender has a 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 Agent 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 Agent 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 Agent.

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 Agent, the Lenders and their respective 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 Agent or any Lenders, in accordance with the provisions of Section 2-23 hereof, assign or transfer their respective rights under this Agreement, the assignee shall thereupon succeed to and become vested with all rights, powers, privileges, and duties of such assignor hereunder to the extent of such assignment, and, with respect to the interest so assigned, 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.

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14-4. Amendments. Course of Dealing.

(a) This Agreement and the other Loan Documents incorporate all discussions and negotiations between the Borrower, the Agent, and the Lenders, 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 Agent 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 Agent, subject to the terms and conditions of the Agency Agreement. 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 Agent, then by a duly authorized officer thereof). Any modification, amendment, or waiver provided by the Agent shall be in reliance upon all representations and warranties theretofore made to the Agent 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 Agent 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 Agent 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 Agent.

14-6. Application of Proceeds. Except as otherwise provided in Sections 7-5 and 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 Agent determines in its sole discretion. The Borrower shall remain liable for any deficiency remaining following such application.

14-7. Costs and Expenses of Agent.

(a) The Borrower shall pay on demand all Costs of Collection and all reasonable expenses of the Agent 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 Agent 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 Agent 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 Agent 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.

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(c) The Borrower authorizes the Agent to pay all such fees and expenses and in the Agent’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 Agent 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 any of the Credit Parties may be reproduced by such Credit Party by any photographic, microfilm, xerographic, digital imaging, or other process, and the Credit Parties 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. New York Law. This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the laws of The State of New York (without giving effect to the conflicts of laws principals thereof, but including Sections 5-1401 and 5-1402 of the New York General Obligations Law).

14-10. Consent to Jurisdiction.

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 State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, as the Agent may elect in the Agent’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.

(a) 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.

(b) 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.

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

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 State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and that such Courts shall have exclusive jurisdiction with respect to any such action.

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14-11. Indemnification. The Loan Parties shall indemnify, defend, and hold the Agent and each other Credit Party and any employee, officer, or agent of the Agent and other Credit Parties (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 Agent and other Credit Parties (each, an “Indemnified Claim”) other than any claim resulting from the gross negligence, bad faith, 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 Agent’s selection (and if such Indemnified Claim is brought by a Person other than the Loan Parties, any guarantor or endorser of the Liabilities or any Affiliate of the Loan Parties, after consultation with (but not approval of) the Loan Parties 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 Loan Parties (which shall not be unreasonably withheld or delayed) if as the result of any such settlement the Loan Parties 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 Agent in favor of the Borrower or any other Loan Party, other than a termination, release, or discharge which makes specific reference to this Section 14-11.

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.

(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.

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(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.

(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”, 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, subject to the terms and conditions of the Agency Agreement, the occurrence of an Event of Default or a Default Interest Event which has not been (i) waived by the Agent, or (ii) resolved to the reasonable satisfaction of the Agent. For purposes hereof, an Event of Default shall be deemed “resolved to the reasonable satisfaction of the Agent” if (A) the Agent 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, 10-12, or 10-13 hereof may only be waived by the Agent and shall not ever be deemed “resolved to the reasonable satisfaction of the Agent”, and (3) the Borrower may not resolve any occurrences which constitute Events of Default to the reasonable satisfaction of the Agent on more than four (4) occasions in any fiscal year.

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(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.

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

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

(e) Unless otherwise explicitly provided herein, the consent of the Agent or any Lender to any action of the Borrower which is prohibited unless such consent is given may be given or refused by the Agent and Lenders in their reasonable discretion.

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 Agent, any Lender, or any participant (a “Participant”) in the credit facility contemplated hereby or any from any Affiliate of the Agent, any Lender, or any Participant and any cash, securities, instruments or other property of the Borrower in the possession of the Agent, any 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 Agent, any 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 Agent, any 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 any 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 Agent or Lenders exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Requirements of 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 Agent and Lenders, 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, are relying on such waivers.

-83-

(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 Requirements of 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 Requirements of Law, the right to notice and/or hearing prior to the Agent’s exercising of the Agent’s rights upon default.

(iii) THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE AGENT OR ANY LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE AGENT OR ANY LENDER OR IN WHICH THE AGENT OR ANY 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 AGENT OR ANY LENDER (AND THE AGENT AND LENDERS LIKEWISE WAIVE THEIR 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 Requirements of Law, the benefits or availability of any stay, limitation, hindrance, delay, or restriction with respect to any action which the Agent or any 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 Agent or any 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 Agent or any Lender to consequential, special, or punitive damages.

14-17. Confidentiality. The Credit Parties shall keep, and shall cause their respective officers, directors, employees, affiliates and attorneys to keep, all financial statements, reports and other proprietary information furnished to them 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 any Credit Party’s officers, directors, employees, affiliates, attorneys and other advisors as need to know the Information in connection with the Agent’s or Lenders’ administration of the Liabilities; (ii) the Information may be disclosed to any regulatory or other governmental authorities having jurisdiction over the Agent and Lenders 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 Agent or any 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 each Credit Party (and each employee, representative, or other agent of the Agent and each 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 any Credit Party (and each employee, representative, or other agent of any Credit Party) 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.

-84-

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 Agent and/or Lender of advertising material relating to the financing transactions contemplated by this Agreement using the Borrower’s name, product photographs, logo or trademark. The Agent and/or 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 Agent and Lender reserve 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 Agent and Lenders, 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 Agent and Lenders are and have been acting solely as principals and are 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 Agent and Lenders have 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 Agent and Lenders have advised or are currently advising the Loan Parties or any of their respective Affiliates on other matters) and the Agent and Lenders have 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 Agent, any Lender and their respective 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 Agent and Lenders have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Agent and Lenders have 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 Agent and any Lender with respect to any breach or alleged breach of agency or fiduciary duty.

-85-

14-20. No Other Duties. Anything herein to the contrary notwithstanding, none of the Arranger (including its role as “bookrunner”) listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity as the Agent, a Lender or the Issuer hereunder.

14-21. USA PATRIOT Act Notice. The Agent and each 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 Agent and each 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.

14-22. Foreign Asset Control Regulations. Neither of the advance of the Swing Line Loans or Revolving Credit Loans or the issuance of L/Cs, nor the use of the proceeds of any thereof, will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the "Trading With the Enemy Act") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the "Foreign Assets Control Regulations") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the "Executive Order") and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, none of the Loan Parties or their Affiliates (a) is or will become a "blocked person" as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such "blocked person" or in any manner violative of any such order.

14-23. Obligations of Lenders Several. The obligations of the Lenders hereunder to make Revolving Credit Loans, to fund participations in L/Cs and Swing Line Loans and to make payments hereunder are several and not joint. The failure of any Lender to make any Revolving Credit Loan, to fund any such participation or to make any payment hereunder on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Revolving Credit Loan, to purchase its participation or to make its payment hereunder.

14-24. Existing Loan Agreement Amended and Restated. This Agreement shall amend and restate the Existing Loan Agreement in its entirety. On the 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 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 Effective Date shall be L/Cs hereunder.

-86-

[signature pages follow]

-87-

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.

BORROWER: AEROPOSTALE, INC., as “Borrower”

	By:	/s/ Marc Miller
	Name:	Marc Miller
	Title:	Chief Financial Officer

GUARANTORS:

	AEROPOSTALE WEST, INC
	JIMMY’Z SURF CO., LLC
	AERO GC MANAGEMENT LLC
	AEROPOSTALE PROCUREMENT COMPANY, INC.
	AEROPOSTALE LICENSING, INC.
	P.S. FROM AEROPOSTALE, INC.,
	each as a “Guarantor”

	By:	/s/ Marc Miller
	Name:	Marc Miller
	Title:	Chief Financial Officer

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

	BANK OF AMERICA, N.A.,
	as “Agent” and a “Lender”

	By:	/s/ Christine Hutchinson
	Name:	Christine Hutchinson
	Title:	Director

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

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a “Lender”

	By:	/s/ Connie Liu
	Name:	Connie Liu
	Title:	Vice President

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

Exhibit 2.8

Revolving Credit Note

REVOLVING CREDIT NOTE

Boston, Massachusetts

September 22, 2011

FOR VALUE RECEIVED, the undersigned, Aeropostale, 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 Wells Fargo Bank, National Association, a national banking association with offices at One Boston Place, 18th Floor, Boston, Massachusetts 02108 (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 Third Amended and Restated Loan and Security Agreement dated as of even date herewith (as such may be amended hereafter, the "Loan Agreement") by and among Bank of America, N.A., as Agent on behalf of itself, the Lender and certain other lenders, the lenders party thereto, 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.

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 and all rights and obligations hereunder, including matters of construction, validity, and performance, shall be governed by the laws of The State of New York (without giving effect to the conflicts of laws principals thereof, but including Sections 5-1401 and 5-1402 of the New York General Obligations Law).

The Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agent and the Lender, in the establishment and maintenance of its relationship with the Borrower contemplated by the within Revolving Credit Note, are 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 AGENT OR THE LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY CASE OR CONTROVERSY IN WHICH THE AGENT OR THE LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE AGENT OR THE LENDER OR IN WHICH THE AGENT OR 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, THE AGENT, ANY SUCH PERSON, AND THE LENDER.

[Signature Page to Follow]

	BORROWER:

Witness:	AEROPOSTALE, INC.

/s/ Robert Hernon

	By:	/s/ Marc Miller
	Name:	Marc Miller
	Title:	Chief Financial Officer

1363642.1

Signature Page to Revolving Credit Note – Wells Fargo Bank, National Association

Exhibit 4.2 to

The Third Amended and Restated

Loan and Security Agreement

Related Entities and other Guarantors

Aéropostale West, Inc.

Jimmy’Z Surf Co., LLC

Aéropostale Canada, Inc.

Aéropostale Puerto Rico, Inc.

Aéropostale Licensing, Inc.

P.S. from Aéropostale, Inc.

Aéropostale Procurement Company, Inc.

Exhibit 4.3 to

The Third Amended and Restated

Loan and Security Agreement

Trade Names

(a)(i) Aéropostale

Jimmy’Z

P.S. from Aéropostale

(a)(ii) None.

Exhibit 4.5 to

The Third Amended and Restated

Loan and Security Agreement

Locations, Leases and Landlords

(see attached).

Aeropostale, Inc. - Locations, Leases and Landlords

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip Code

Aeropostale Stores

Franklin Mills Mall

1434 Franklin Mills Circle

Philadelphia

19154

4,865

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

Arizona Mills Mall

5000 Arizona Mills Circle

179

Tempe

85282

4,255

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

Newport Centre

30-262 Mall Drive West

Jersey City

07307

3,372

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Stoneridge Mall

1364 Stoneridge Mall Drive

Pleasanton

95466

3,709

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

Bridgewater Commons

400 Commons Way

279

Bridgewater

08807

3,110

General Growth

110 N Wacker Dr

Chicago

60606

Parmatown Mall

7777 West Ridgewood Drive

Parma

44129

3,017

RMS Investment Company

7899 W. Ridgewood Drive

Parma

44129-5506

Great Northern Mall

4954 Great Northern Boulevard

North Olmstead

44070

3,028

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

Woodbridge Center

260 Woodbridge Center Drive

2535

Woodbridge

07095

3,890

General Growth

110 N Wacker Dr

Chicago

60606

Staten Island Mall

2655 Richmond Avenue

247A

Staten Island

10314

3,762

General Growth

110 N Wacker Dr

Chicago

60606

Rockaway

Route 80 & Mt Hope Avenue

128

Rockaway

07866

6,147

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

The Mall at Greece Ridge

458 Greece Center Drive

458

Rochester

14626

3,132

Wilmorite

1265 Scottsville Road

Rochester

14624

Ross Park Mall

1000 Ross Park Mall Drive

Pittsburgh

15237

4,659

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

The Mall at St. Matthews

5000 Shelbyville Road

1340

Louisville

40207

5,147

General Growth

110 N Wacker Dr

Chicago

60606

Cherry Hill Mall

252 Cherry Hill Mall

1265

Cherry Hill

08002

5,933

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

Valley Fair Shopping Center

2855 Stevens Creek Boulevard

B577

Santa Clara

95050

2,864

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

River Oaks Center

96 River Oaks Dr.

Calumet City

60409

2,778

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Lycoming Mall

300 Lycoming Mall Circle

812

Pennsdale

17756

3,519

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

Lehigh Valley Mall

224 Lehigh Valley Mall

Whitehall

18052

4,020

Kravco

The Atrium - 234 Mall Blvd

PO Box 1528

King of Prussia

19406

South Hills Village

346 South Hills Village

Upper St. Clair

15241

3,590

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Hamilton Mall

Black Horse Pike

Mays Landing

08330

4,221

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Square One Mall

363 Square One Mall

Saugus

01906

3,977

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Dadeland

7225 Southwest 88th Street

3050A

Miami

33156

4,674

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Sunrise Mall

100 Sunrise Mall

Massapequa

11758

3,290

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

Manhattan Mall

100 West 33rd Street

New York

10001

4,326

Vornado

210 Route 4 East

Paramus

07652

Washington Crown Center

1500 W. Chestnut Street

256

Washington

15301

3,436

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

Eastview Mall

257 Eastview Mall

Victor

14564

3,600

Wilmorite

1265 Scottsville Road

Rochester

14624

Garden State Plaza

355 State Highway #17 South

1114

Paramus

07652

5,903

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

Marketplace Mall

3400 West Henrietta Road

Rochester

14623

3,479

Wilmorite

1265 Scottsville Road

Rochester

14624

Granite Run Mall

1067 West Baltimore Pike

Media

19063

3,202

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Walden Galleria

2000 Walden Avenue

L213

Cheektowaga

14225

7,134

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

Burlington Mall

75 Middlesex Turnpike

C16A

Burlington

01803

2,800

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Del Amo Mall

21540 Hawthorne Boulevard

Torrance

90503

3,342

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

Roosevelt Field Mall

630 Old Country Rd

1036 & 1037

Garden City

11530

5,377

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Smith Haven Mall

148 Smith Haven Mall

J03

Lake Grove

11755

4,116

Simon Property Group

Smith Haven Mall

225 W. Washington St.

Indianapolis

46204

Emerald Square

999 S. Washington Street

D322

North Attleboro

02760

2,778

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Twelve Oaks Mall

27688 Novi Road

D181

Novi

48377

4,573

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

Poughkeepsie Galleria

2001 South Road

Poughkeepsie

12601

3,409

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

Hamilton Place

2100 Hamitlon Place Boulevard

267

Chattanooga

37421

3,956

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

Pentagon City

1100 South Hayes

1028

Arlington

22202

3,840

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Gwinnett Place

2100 Pleasant Hill Road

Duluth

30096

3,383

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Castleton Square

6020 East 82nd Street

Indianapolis

46250

4,030

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Towne Center At Cobb

400 Earnett Barrett Parkway

Kennesaw

30144

4,037

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Crossgates Mall

120 Washington Ave. Extension

D206A

Albany

12203

5,295

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

Scottsdale Fashion Square

7014 East Camelback Road

2129

Scottsdale

85251

3,570

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

Jefferson Valley Mall

650 Lee Boulevard

Yorktown Heights

10598

3,384

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Trumbull Shopping Park

5065 Main Street

Trumbull

06611

3,500

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

Concord Mall

4737 Concord Pike

Wilmington

19803

3,600

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

Oxford Valley Mall

2300 East Lincoln Highway

Langhorne

19047

3,986

Kravco

The Atrium - 234 Mall Blvd

PO Box 1528

King of Prussia

19406

Paramus Park Mall

700 Paramus Park

1675

Paramus

07652

4,433

General Growth

110 N Wacker Dr

Chicago

60606

King's Plaza Mall

5240 Kings Plaza

141

Brooklyn

11234

4,895

Vornado

210 Route 4 East

Paramus

07652

100

Willowbrook Mall

1444 Willowbrook Mall

1126

Wayne

07470

4,299

General Growth

110 N Wacker Dr

Chicago

60606

102

Park City Center

711 Park City Center

G711

Lancaster

17601

5,483

General Growth

110 N Wacker Dr

Chicago

60606

103

Ohio Valley Mall

67800 Mall Ring Road

320

St. Clairsville

43950

3,567

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

104

Los Cerritos Center

156 Los Cerritos Center

Cerritos

90703

3,900

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

105

Monroeville Mall

US Route 22E

Monroeville

15146

3,809

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

106

Natick Collection

1245 Worcester Road

Natick

01760

3,726

General Growth

110 N Wacker Dr

Chicago

60606

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

109

Belden Village

4381 Belden Village Mall

Canton

44718

3,954

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

110

Dulles Town Center

21100 Dulles Town Circle

220

Dulles

20166

3,000

Lerner

2000 Tower Oaks Boulevard

Eighth Floor

Rockville

20852

111

Lakeside Mall

14600 Lakeside Circle

1450

Sterling Heights

48313

5,000

General Growth

110 N Wacker Dr

Chicago

60606

112

Holyoke Mall

50 Holyoke Street

Holyoke

01040

3,136

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

113

Genesee Valley Center

3231 South Linden Road

Flint

48507

3,518

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

114

Greenwood Park Mall

1251 US 31 North

Indianapolis

46142

3,097

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

115

Shoppingtown Mall

3649 Erie Boulevard East

Dewitt

13214

3,498

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

116

University Park Mall

6501 North Grape Road

Mishawaka

46545

3,634

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

117

Cross County Mall

5110 Xavier Drive

5110/5120

Yonkers

10704

5,558

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

120

St. Charles Towne Center

11110 Mall Circle

Q08

Waldorf

20603

3,582

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

121

Fiesta Mall

1445 West Southern

1250

Mesa

85202

3,635

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

123

Great Lakes Mall

7850 Mentor Avenue

330

Mentor

44060

3,482

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

124

West Town Mall

7600 Kingston Pike

1156

Knoxville

37919

2,990

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

127

Edison Mall

4125 Cleveland Avenue

Fort Myers

33901

3,527

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

129

Quaker Bridge Mall

Route 1 & Quaker Bridge Road

I10

Lawrenceville

08608

3,222

Kravco

The Atrium - 234 Mall Blvd

PO Box 1528

King of Prussia

19406

130

Livingston Mall

112 Eisenhower Parkway

1022

Livingston

07039

3,497

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

131

Ocean County Mall

1201 Hooper Avenue

101L

Toms River

08753

3,645

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

132

Walt Whitman Mall

160-5 Route 110

1063

Huntington Station

11746

4,354

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

133

Tri-County Mall

11700 Princeton Pike

G-9

Cincinnati

45246

2,500

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

134

Monmouth Mall

Routes 35 & 36

Eatontown

07724

3,745

Vornado

210 Route 4 East

Paramus

07652

135

Montgomery Mall

230 Montgomery Mall

C1 & C2

North Wales

19454

4,046

Kravco

The Atrium - 234 Mall Blvd

PO Box 1528

King of Prussia

19406

136

White Plains

100 Main Street

489

White Plains

10601

3,690

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

137

Willow Grove Park

2500 Moreland Road

Willow Grove

19090

2,965

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

139

Galleria At Crystal Run

1 Galleria Drive

D209

Middletown

10940

4,091

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

140

Carousel Center

9768 Carousel Center

Syracuse

13290

3,832

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

141

Sunvalley Mall

236 Sunvalley Mall

Concord

94520

2,590

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

142

Hawthorn Center

707 Hawthorn Center

G6UL

Vernon Hills

60061

3,542

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

143

Stratford Square Mall

220 Stratford Square

B20

Bloomingdale

60108

2,557

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

144

Deptford Mall

300 North Almonession Road

Deptford

08096

4,414

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

145

Stamford Town Center

100 Grey Rock Place

Stamford

06901

3,454

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

146

Woodfield Mall

5 Woodfield Mall

G311

Schaumburg

60173

5,124

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

147

Fox Valley

2426 Fox Valley Center

Aurora

60504

3,944

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

148

Danbury Fair Mall

7 Backus Avenue

Danbury

06810

4,827

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

149

Eastern Hills Mall

4545 Transit Road

670

Williamsville

14221

3,550

Mountain Development Corp.

100 Delawanna Avenue

Clifton

07014

150

Freehold Raceway Mall

3710 Route 9

Freehold

07728

3,468

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

151

Silver City Galleria Mall

2 Galleria Mall Drive

Taunton

02780

3,127

General Growth

110 N Wacker Dr

Chicago

60606

152

Christiana Mall

102 Christiana Mall

Newark

19702

4,879

General Growth Properties

110 North Wacker Drive

Chicago

60606

153

Columbia Mall

10300 Little Patuxent Parkway

153

Columbia

21044

4,159

General Growth

110 N Wacker Dr

Chicago

60606

154

Menlo Park Mall

100 Menlo Park Road

349

Edison

08837

4,000

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

157

Southlake Mall

2250 Southlake Mall

BU-628

Merrillville

46410

4,005

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

158

Boulevard Mall

1231 Niagara Falls Boulevard

Amherst

14226

4,731

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

159

Fairfield Commons Mall

2727 Fairfield Mall

Beavercreek

45432

3,731

Glimcher Properties Ltd

20 S Third St

Columbus

43215

160

Lynnhaven Mall

701 Lynnhaven Parkway

D06A

Virginia Beach

23452

3,330

General Growth

110 N Wacker Dr

Chicago

60606

162

Seminole Towne Center

268 Towne Center Circle

Sanford

32771

3,213

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

164

Chesterfield Towne Center

11500 Midlothian Turnpike

Richmond

23113

3,940

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

166

Queens Center

90-15 Queens Boulevard

Elmhurst

11373

3,830

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

167

Great Northern Mall

4155 Route 31

G-106

Clay

13041

3,091

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

169

Sangertown Mall

Route 5 & 5A

G-03

New Hartford

13413

4,069

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

171

Westmoreland Mall

Route 30 East

218

Greensburg

15601

2,838

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

172

Dover Mall

3024 Dover Mall

Dover

19901

4,274

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

174

Green Acres Mall

1048 Green Acres Mall

107

Valley Stream

11581

3,624

Vornado

210 Route 4 East

Paramus

07652

175

Tippecanoe Mall

2415 Sagamore Pkwy South

C11B

Lafayette

47905

4,693

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

176

Fox Run Mall

50 Fox Run Road

Newington

03801

3,670

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

177

Pyramid Mall Ithaca

40 Catherwood Road

B07

Ithaca

14850

3,533

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

178

Hudson Valley Mall

1300 Ulster Ave

H04

Kingston

12401

3,600

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

183

Metrocenter Mall

9818 Metro Parkway East

Phoenix

85051

3,702

Jones Lang LaSalle Americas, Inc

3344 Peachtree Road NE, Suite 1200

Atlanta

30326

184

Palisades Center

2452 Palisades Center Drive

B203

West Nyack

10994

5,649

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

185

South Shore Mall

1701 Sunrise Highway

Bay Shore

11706

3,593

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

188

Stones River Mall

1720 Old Fort Parkway

A160

Murfreesboro

37129

3,000

General Growth

110 N Wacker Dr

Chicago

60606

189

Southland

23000 Eureka Road

1290

Taylor

48180

3,500

General Growth

110 N Wacker Dr

Chicago

60606

190

Dayton Mall

2700 Miamisburg-Centerville Road

252

Dayton

45459

3,870

Glimcher Properties Ltd

20 S Third St

Columbus

43215

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

192

The Shoppes at Buckland Hills

194 Buckland Hills Drive

1138

Manchester

06040

4,000

General Growth

110 N Wacker Dr

Chicago

60606

193

Exton Square Mall

306 Exton Square Parkway

2005

Exton

19341

3,360

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

194

Mall Of New Hampshire

1500 South Willow Street

W123

Manchester

03103

3,728

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

195

Crystal Mall

850 Hartford Turnpike

R207

Waterford

06385

2,853

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

197

Annapolis Mall

1340 Annapolis Mall

126

Annapolis

21401

3,974

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

198

Orland Square

240 Orland Square

B11

Orland Park

60462

3,081

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

200

Northshore Mall

210 Andover Street

E155

Peabody

01960

3,473

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

201

Southern Park Mall

7401 Market Street

725

Youngstown

44512

3,700

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

202

Great Lakes Crossing

4532 Baldwin Road

859

Auburn Hills

48326

3,212

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

203

Northwoods Mall

2150 Northwoods Boulevard

G532

N. Charleston

29406

4,078

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

204

Mall of America

267 North Garden

N267

Bloomington

55425

7,152

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

205

Century Mall III

3075 Clairton Road

629

West Mifflin

15123

3,107

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

206

Hanes Mall

3320 Silas Creek Parkway

AL-120

Winston Salem

27103

3,961

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

207

Rivertown Crossing

3700 Rivertown Parkway SW

2048

Grandville

49418

5,513

General Growth

110 N Wacker Dr

Chicago

60606

208

Providence Place

118 Providence Place

B307

Providence

02903

3,090

General Growth

110 N Wacker Dr

Chicago

60606

209

Meriden Square Mall

470 Lewis Avenue

4068

Meriden

06451

3,436

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

214

Southpark Center

408 Southpark Center

DL-408

Strongsville

44136

3,424

Westfield

11601 Wilshire Blvd, 12th Floor

Los Angeles

90025

215

Glenbrook Square Mall

4201 Coldwater Road

L06

Fort Wayne

46805

5,499

General Growth

110 N Wacker Dr

Chicago

60606

216

Market Place

2000 North Neil Street

340

Champaign

61820

3,920

General Growth

110 N Wacker Dr

Chicago

60606

218

Summit Mall

3265 West Market Street

258A

Akron

44333

3,139

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

219

Eastwood Mall

5555 Youngstown-Warren Rd

652

Niles

44446

3,500

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

220

College Mall

2918 East Third Street

M13A

Bloomington

47401

3,505

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

221

Muncie Mall

3501 North Granville Avenue

L05

Muncie

47303

3,705

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

222

Plymouth Meeting Mall

2100 Plymouth Meeting Mall

2100

Plymouth Meeting

19462

3,077

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

223

Haywood Mall

700 Haywood Mall

2045

Greenville

29605

3,403

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

224

Jersey Gardens

651 Kapkowski Road

2076

Elizabeth

07201

5,363

Glimcher Properties Ltd

20 S Third St

Columbus

43215

225

Knoxville Center Mall

3001 Knoxville Center Drive

2187

Knoxville

37924

3,019

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

226

Meridian Mall

1982 East Grand River Avenue

243

Okemos

48864

3,660

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

227

Franklin Park Mall

5001 Monroe Street

520

Toledo

43623

5,517

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

228

Potomac Mills Center

2700 Potomac Mills Circle

247

Prince William

22192

3,559

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

229

Coventry Mall

Route 724 & 100 Bypass

C-8

Pottstown

19465

2,958

Stoltz Management

725 Conshohocken Road

Bala Cynwyd

19004

230

Coolsprings Galleria

1800 Galleria Boulevard

2140

Franklin

37067

3,736

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

231

Fairlane Town Center

18900 Michigan Avenue

N314

Dearborn

48126

3,047

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

233

Colonial Mall Gadsden

1001 Rainbow Drive

Gadsden

35901

3,165

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

234

Colonial Park Mall

Route 22 & Colonial Road

Harrisburg

17109

3,125

Glimcher Properties Ltd

20 S Third St

Columbus

43215

236

Pheasant Lane Mall

310 Daniel Webster Highway

E145

Nashua

03060

3,103

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

237

Beaver Valley Mall

640 Beaver Valley Mall

640

Monaca

15061

4,000

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

238

Honey Creek

3401 South US Highway 41

B-2

Terre Haute

47802

3,640

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

239

RiverGate Mall

1000 Rivergate Parkway

1040

Goodlettsville

37072

3,462

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

240

Cary Town Center

1105 Walnut Street

E4428

Cary

27511

2,567

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

242

Grand Central Mall

100 Grand Central Mall

273

Vienna

26105

2,712

Glimcher Properties Ltd

20 S Third St

Columbus

43215

243

Mall At Johnson City

2011 North Roan Street

Johnson City

37601

3,055

Glimcher Properties Ltd

20 S Third St

Columbus

43215

244

Maplewood Mall

3001 White Bear Avenue

2012

Maplewood

55109

2,974

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

245

Chesterfield Mall

253 Chesterfield Mall

BL-220

Chesterfield

63017

3,208

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

246

Chapel Hill Mall

2000 Britain Road

339

Akron

44310

3,418

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

247

Fashion Square Mall

4691 Fashion Square Mall

C312

Saginaw

48604

3,009

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

248

Wilton Mall

3065 Route 50

E-18

Saratoga Springs

12866

2,467

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

249

Asheville Mall

3 South Tunnel Road

L-42

Asheville

28805

3,154

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

250

Burnsville Center

2016 Burnsville Center

1044

Burnsville

55306

2,676

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

251

Eastland Mall

800 N. Green River Road

Evansville

47715

3,310

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

254

Mid Rivers

1252 Mid Rivers Mall Drive

1252

St. Peters

63376

3,133

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

256

Independence Mall

101 Independence Mall Way

D114

Kingston

02364

3,081

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

257

Circle Centre Mall

49 West Maryland Street

F16

Indianapolis

46225

3,632

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

258

Tysons Corner Center

7983 Tysons Corner Center

G5U

McLean

22102

3,481

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

259

Arundel Mills

7000 Arundel Mills Circle

211

Hanover

21076

3,088

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

260

Arnot Mall

3300 Chambers Road

Horseheads

14845

3,000

Arnot Realty Corporation

100 Stillwater Drive

Horseheads

14845

261

Morgantown Mall

9613 Mall Road

613

Morgantown

26501

2,870

Glimcher Properties Ltd

20 S Third St

Columbus

43215

262

Arbor Place

6700 Douglas Boulevard

1180

Douglasville

30315

3,339

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

263

Governor's Square

1500 Apalachee Parkway

2170

Tallahassee

32301

3,024

General Growth

110 N Wacker Dr

Chicago

60606

264

Colonial Mall at Macon

3661 Eisenhower Parkway

Macon

31206

3,120

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

265

Miller Hill

1600 Miller Trunk Highway

J08

Duluth

55811

2,842

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

266

Merle Hay Mall

3800 Merle Hay Road

912

Des Moines

50310

3,456

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

268

Oak Court

4465 Poplar Avenue

1130

Memphis

38117

4,000

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

269

Four Seasons Mall

209 Four Seasons Town Cntr

209

Greensboro

27407

3,585

General Growth

110 N Wacker Dr

Chicago

60606

271

Harford Mall

678 Belair Road

Bel Air

21014

3,243

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

272

University Mall

1701 McFarlen Boulevard East

112

Tuscaloosa

35405

3,539

Aronov Realty Management

3500 Eastern Blvd.

Montgomery

36116-1781

273

Meadowbrook Mall

2640 Meadowbrook Road

640

Bridgeport

26330

3,325

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

274

Sandusky Mall

4314 Milan Road

327

Sandusky

44870

3,457

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

275

Eastland Mall

1615 E. Empire Street

1055

Bloomington

61701

4,211

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

277

Brass Mill Center

495 Union Street

1128

Waterbury

06706

3,759

General Growth

110 N Wacker Dr

Chicago

60606

278

White Marsh

8200 Perry Hall Boulevard

2035

Baltimore

21236

3,265

General Growth

110 N Wacker Dr

Chicago

60606

280

Concord Mills

8111 Concord Mills Boulevard

699

Concord

28027

3,051

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

281

Kennedy Mall

555 John F. Kennedy Road

566

Dubuque

52002

3,745

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

282

Augusta Mall

3450 Wrightsboro Road

1131

Augusta

30909

3,242

General Growth

110 N Wacker Dr

Chicago

60606

283

Independence Mall

3500 Oleander Drive

1093

Wilmington

28403

3,216

Centro Properties

2 Tower Bridge

One Fayette Street Suite 300

Conshohocken

19428

284

Colonial Myrtle Beach

10177 North Kings Highway

Myrtle Beach

29572

3,438

Colonial Properties

2101 6th Ave N

Ste 750

Birmingham

35202

285

Greenville Mall

714 SE Greenville Boulevard

D-4

Greenville

27858

2,895

Colonial Properties

2101 6th Ave N

Ste 750

Birmingham

35202

286

Richland Mall

649 Richland Mall

A-7

Mansfield

44906

3,500

Centro Properties

2 Tower Bridge

One Fayette Street Suite 300

Conshohocken

19428

287

North Dartmouth Mall

137 N. Dartmouth Mall

1360

North Dartmouth

02747

3,300

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

288

Eastland Mall

2716 Eastland Mall

Columbus

43232

4,560

Glimcher Properties Ltd

20 S Third St

Columbus

43215

289

Woodland Mall

3195 28th Street

Grand Rapids

49512

3,615

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

290

Valley Hills Mall

1960 Highway 70 South East

230

Hickory

28602

3,699

General Growth

110 N Wacker Dr

Chicago

60606

291

Riverchase Galleria

2000 Riverchase Galleria

Hoover

35244

3,089

General Growth

110 N Wacker Dr

Chicago

60606

292

Westroads Mall

10000 California Street

3212

Omaha

68114

4,022

General Growth

110 N Wacker Dr

Chicago

60606

293

Tanger Outlet Riverhead

1770 West Main Street

304

Riverhead

11901

3,838

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

294

Springfield Mall

1250 Baltimore Parkway

10BU

Springfield

19064

3,071

Kravco

The Atrium - 234 Mall Blvd

PO Box 1528

King of Prussia

19406

297

Macomb Mall

32281 Gratiot Avenue

240/250

Roseville

48066

3,000

Thor Equities

25 West 39th Street

New York

10018

299

Mall of Louisiana

6401 Blue Bonnet Boulevard

2186

Central

70837

3,369

General Growth

110 N Wacker Dr

Chicago

60606

300

River Hills Mall

1850 Adams Street

308

Mankato

56001

3,044

General Growth

110 N Wacker Dr

Chicago

60606

301

Colonial Mall Bel Aire

3449 Bel Air Mall

C19

Mobile

36606

2,846

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

303

Northtown Mall

398 Northtown Drive

H19

Blaine

55434

3,600

Glimcher Properties Ltd

20 S Third St

Columbus

43215

304

Bangor Mall

663 Stillwater Avenue

Bangor

04401

3,514

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

305

Oakdale Mall

601-635 Harry L. Drive

Johnson City

13790

2,827

Vornado

210 Route 4 East

Paramus

07652

306

Independence Center

1162 Independence Center Dr.

G07

Independence

64057

3,800

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

307

Polaris Fashion Place

1500 Polaris Parkway

2094

Columbus

43240

3,243

Glimcher Properties Ltd

20 S Third St

Columbus

43215

308

South County Mall

342 South County Cente Way

349

Koch

63129

3,861

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

309

Midway Mall

3214 Midway Mall

F-36

Elyria

44035

3,036

Centro Properties

2 Tower Bridge

One Fayette Street Suite 300

Conshohocken

19428

310

Valley View Mall

4802 Valley View Road

LB-40

Roanoke

24012

2,920

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

311

West Ridge Mall

1801 South West Wannamaker Rd

G13A

Topeka

66604

3,093

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

312

McKinley Mall

3701 McKinley Parkway

807

Buffalo

14219

3,372

McKinley Mall LLC

3701 McKinley Parkway

1 McKinley Mall

Buffalo

14219

313

Maine Mall

224 Maine Mall

W-11

South Portland

04106

3,356

General Growth

110 N Wacker Dr

Chicago

60606

314

CherryVale Mall

7200 Harrison Avenue

F129

Rockford

61112

3,438

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

315

St. Clair Square

105 Street Clair Square

105

Fairview Heights

62208

4,041

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

316

Cross Creek Mall

443 Cross Creek Mall

TB-7

Fayetteville

28303

3,858

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

317

Charlestown Town Center

2105 Charleston Town Center

2105

Charleston

25389

2,849

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

318

Mayfair Mall

2500 N. Mayfair Road

865

Wauwatosa

53226

3,023

General Growth

110 N Wacker Dr

Chicago

60606

319

White Oaks Mall

2501 West Wabash

C-10

Springfield

62704

3,623

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

330

Park Plaza Mall

6000 W. Markham Street

3048

Little Rock

72205

2,910

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

331

The Hanover Mall

1775 Washington Street

113

Hanover

02339

3,000

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

332

Chicago Ridge Mall

444 Chicago Ridge Drive

H-1

Chicago Ridge

60415

3,509

Shopco Advisory Corp.

1250 Broadway

24th Floor

New York

10001

333

Washington Square

10202 East Washington Street

166

Indianapolis

46229

3,016

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

334

Ashland Town Center

500 Winchester Avenue

468

Ashland

41101

3,354

Glimcher Properties Ltd

20 S Third St

Columbus

43215

335

River Valley Mall

1635 River Valley Circle South

331

Lancaster

43130

3,200

Glimcher Properties Ltd

20 S Third St

Columbus

43215

336

Logan Valley Mall

Route 220 & Goods Lane

A-944

Altoona

16602

3,227

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

337

Capital City

3568 Capital City Mall

230

Camp Hill

17011

3,603

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

338

Jefferson Pointe Mall

4120 W. Jefferson Boulevard

H10

Fort Wayne

46804

3,401

UCR Asset Services

7001 Preston Road

Suite 222

Dallas

75205

339

The Mall at Whitney Field

100 Commercial Road

Leominster

01453

3,548

Kimco Realty

c/o Gregory Greenfield & Associates

124 Johnson Ferry Road

Atlanta

30328

340

Oakwood Mall

4800 Golf Road

322

Eau Claire

54701

3,786

General Growth

110 N Wacker Dr

Chicago

60606

341

The Lakes Mall

5600 Harvey Street

1076

Muskegon

49444

2,928

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

342

York Galleria

1 York Galleria

166

York

17402

3,055

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

343

River Ridge

3405 Chandlers Mountain Road

B-90

Lynchburg

24502

3,200

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

344

Berkshire Mall

Route 8 & Old State Road

B104

Lanesboro

01237

3,500

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

346

Robinson Town Center

2490 Robinson Center Drive

2490

Pittsburgh

15205

3,266

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

347

Stroud Mall

152 Stroud Road

152

Stroudsburg

18360

2,750

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

348

Connecticut Post

1201 Boston Post Road

2041

Milford

06460

2,890

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

349

Berkshire Mall

1665 State Hill Road

G-7

Wyomissing

19610

3,625

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

351

The Plaza at King of Prussia

160 N. Gulph Road

2035A

King of Prussia

19406

6,304

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

353

Northpark Mall

320 West Kimberly Road

Davenport

52806

3,415

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

354

Southpark Mall

4500 16th Street

175

Moline

61265

3,103

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

355

Eastgate Mall

4601 Eastgate Boulevard

344

Cincinnati

45245

3,964

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

356

Southpark Mall

224 South Park Circle

F-40

Colonial Heights

23834

3,150

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

357

Clearview Mall

101 Clearview Circle

720

Butler

16001

2,997

JJ Gumberg

1051 Brinton Road

Brinton Executive Center

Pittsburgh

15221

358

Gateway Mall

21 Gateway Mall

338

Lincoln

68505

3,728

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

359

Burlington Town Center

49 Church Street

2036

Burlington

05402

3,000

General Growth

110 N Wacker Dr

Chicago

60606

360

Nittany Mall

2901 East College Avenue

State College

16801

3,333

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

361

Spring Hill Mall

1422 Spring Hill Mall

1422

West Dundee

60118

3,402

General Growth

110 N Wacker Dr

Chicago

60606

362

Solomon Pond

601 Donald Lynch Boulevard

N-219

Marlborough

01752

3,208

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

363

Mall of Georgia

3333 Buford Drive

2025

Buford

30519

3,713

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

364

Northwoods Mall

4501 War Memorial Drive

BL-06

Peoria

61613

4,281

Northwoods Developement Company

c/o Simon Property Group

225 W. Washington St.

Indianapolis

46204

365

Findlay Village

1800 Tiffin Avenue

153

Findlay

45840

3,600

JJ Gumberg

1051 Brinton Road

Brinton Executive Center

Pittsburgh

15221

366

Wausau Center

A124 Wausau Center

A124

Wausau

54403

3,600

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

367

Birchwood Mall

4350 24th Avenue

222

Fort Gratiot

48059

3,199

General Growth

110 N Wacker Dr

Chicago

60606

368

Susquehanna Mall

Route 11 & 15

F1-A

Selinsgrove

17870

3,090

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

369

Eden Prairie Center

8251 Flying Cloud Drive

2016

Eden Prairie

55344

3,530

General Growth

110 N Wacker Dr

Chicago

60606

370

Steeplegate Mall

270 Loudon Road

1242

Concord

03301

3,158

General Growth

110 North Wacker Drive

Chicago

60606

371

Salmon Run Mall

21182 Salmon Run Mall

B117

Watertown

13601

2,958

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

372

Champlain Centres

60 Smithville Boulevard

C119

Plattsburgh

12901

3,366

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

373

Florence Mall

2028 Florence Mall

1132

Florence

41042

3,828

General Growth

Florence Mall

110 North Wacker

Chicago

60606

374

North Grand Mall

2801 Grand Avenue

1230

Ames

50010

3,707

Landau & Heyman

120 S Riverside Plaza

Ste 1605

Chicago

60606

375

Palmer Park

136 Palmer Park Mall

B-9

Easton

18045

2,971

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

376

Manhattan Town Center

100 Manhattan Town Center

250

Manhattan

66502

3,500

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

377

Jefferson Mall

4801 Outer Loop Road

C576

Louisville

40219

2,521

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

378

University Mall

155 Dorset Street

H-6

South Burlington

05403

3,000

Finard & Company

One Burlington Woods Drive

Burlington

01803

379

The Mall at Rockingham

99 Rockingham Park Blvd

W247

Salem

03079

3,419

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

380

Brookfield Square

95 W. Mooreland Road

D-7

Brookfield

53005

3,968

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

381

The Galleria

500 Industrial Park Road

220

Johnstown

15904

3,250

Zamias

300 Market Street

Johnstown

15901

382

Madison Square Mall

5901 University Drive

17/18

Huntsville

35806

3,060

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

383

Rotterdam Square

93 West Campbell Road

G-106

Schenectady

12306

2,930

Wilmorite

1265 Scottsville Road

Rochester

14624

384

Kenwood Towne Center

7875 Montgomery Road

L-209

Cincinnati

45236

3,650

Urban Retail

Kenwood Town Center

Cincinnati

385

Kentucky Oaks Mall

5101 Hinkleville Road

270/280

Paducah

42001

3,651

Cafaro Company

Kentucky Oaks Mall

2445 Belmont Ave, PO Box 2186

Youngstown

44504-0186

386

Upper Valley Mall

1475 Upper Valley Pike

242

Springfield

45504

3,024

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

387

Apple Blossom Mall

1850 Apple Blossom Drive

S131A

Winchester

22601

3,252

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

388

College Square

6301 University Avenue

1325

Cedar Falls

50613

3,514

Landau & Heyman

120 S Riverside Plaza

Ste 1605

Chicago

60606

389

Wolfchase Galleria

2760 Germantown Parkway

1450

Memphis

38133

3,450

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

390

Magnolia Mall

2701 David H. McLeod Blvd

1418

Florence

29501

3,002

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

391

Phillipsburg Mall

1200 Highway 22 East

214

Phillipsburg

08865

3,696

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

392

West Towne Mall

61 West Towne Mall

Madison

53719

3,050

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

393

Regency Mall

5680 Durand Avenue

B-216

Racine

53406

3,450

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

394

Northgate Mall

9707/9709 Colerain Ave

112/114

Cincinnati

45251

3,300

David Hocker

312 Walut Street

14th Floor

Cincinnati

45202-4089

395

Brunswick Square

755 Street Highway 18

212

East Brunswick

08816

3,790

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

396

The Town Center at Easton

4045 The Strand West

422

Columbus

43219

3,673

Steiner and Associates, Inc.

4016 Townsfair Way

Suite 201

Columbus

43219

397

Indian Mound Mall

771 S. 30th Street

725

Heath

43056

3,200

Glimcher Properties Ltd

20 S Third St

Columbus

43215

398

Towne East Square

7700 E. Kellogg Drive, Suite 745

H10A

Wichita

67207

3,100

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

399

Sikes Senter

3111 Midwestern Parkway

490

Wichita Falls

76308

3,500

General Growth

110 N Wacker Dr

Chicago

60606

440

Coral Ridge Mall

1451 Coral Ridge Avenue

526

Coralville

52241

3,401

General Growth

110 N Wacker Dr

Chicago

60606

441

Georgia Square Mall

3700 Atlanta Highway

Athens

30606

3,150

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

442

Mall of Abilene

4301 Buffalo Gap Road

1132

Abilene

79606

3,339

Landau & Heyman

120 S Riverside Plaza

Ste 1605

Chicago

60606

443

Great Mall of Great Plains

20327 W. 151st Street

327

Olathe

66061

4,284

Glimcher Properties Ltd

20 S Third St

Columbus

43215

444

Central Mall

5111 Rogers Avenue

125

Fort Smith

72903

2,920

Warmack and Company, LLC

650 Central Mall

Texarkana

75503-2497

445

Santa Rosa Mall

300 Mary Esther Boulevard Rd

46J

Mary Esther

32569

3,054

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

446

Westwood Mall

1804 W. Michigan Avenue

804

Jackson

49202

4,214

General Growth

110 N Wacker Dr

Chicago

60606

447

Eastwood Town Center

3011 Preyde Boulevard

I-4

Lansing

48912

3,600

Jeffery R. Anderson Realty

Rookwood Tower

3805 Edwards Rd Suite 700

Cincinnati

45209-1955

448

Penn Square Mall

1901 Northwest Expressway

2010

Oklahoma City

73118

3,090

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

449

Louis Joliet

1118 Mall Loop Drive

1118

Joliet

60431

4,281

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

450

Crossroads Center

4101 W. Division Street

E-10

St. Cloud

56301

4,021

General Growth

110 N Wacker Dr

Chicago

60606

451

University Mall

1235 E. Main Street

A15

Carbondale

62901

3,600

Urban Retail Properties

111 East Wacker Drive

Suite 2400

Chicago

60601

452

West Valley Mall

3200 North Naglee Road

254

Tracy

95304

3,498

General Growth

110 N Wacker Dr

Chicago

60606

453

Cape Cod Mall

769 Lyannough Road

S119

Hyannis

02601

3,862

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

454

Grand Traverse

3200 S. Airport Road West

208

Traverse City

49684

3,040

General Growth

110 N Wacker Dr

Chicago

60606

455

Enfield Square

90 Elm Street

Enfield

06082

3,300

Centro Properties

2 Tower Bridge

One Fayette Street Suite 300

Conshohocken

19428

456

Lakeland Mall

3800 US Hwy 98 North

630

Lakeland

33809

3,200

General Growth

110 N Wacker Dr

Chicago

60606

457

Colony Square Mall

3575 Maple Avenue

430

Zanesville

43701

2,659

General Growth

110 N Wacker Dr

Chicago

60606

458

Westshore Mall

12331 James Street, Suite 426

B-5

Holland

49424

3,053

Wilmorite

1265 Scottsville Road

Rochester

14624

459

Towne Mall

1704 North Dixie Highway

A-8

Elizabethtown

42701

3,000

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

460

Janesville Mall

2500 Milton Avenue

155A

Janesville

53545

3,418

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

461

West Park Mall

251 West Park Mall

251D

Cape Girardeau

63703

3,811

Centro Properties

2 Tower Bridge

One Fayette Street Suite 300

Conshohocken

19428

462

Viewmont Mall

38 Viewmont Mall

772

Scranton

18505

3,300

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

463

Swansea Mall

262 Swansea Mall Drive

1106A

Swansea

02777

3,028

General Growth

110 N Wacker Dr

Chicago

60606

464

Bay City Mall

4101 E Wilder Road

E505

Bay City

48706

3,410

General Growth

110 N Wacker Dr

Chicago

60606

465

Lansing Mall

5318 W. Saginaw Avenue

174

Lansing

48917

3,500

General Growth

110 N Wacker Dr

Chicago

60606

466

Lakeview Square

5775 Beckley Road

631

Battle Creek

49015

3,500

5775 Beckley Road Holdings , LLC

701 13th Streeet, N.W.

Suite 1000

Washington

20005

467

Governor's Square

2801 Wilma-Rudolph Blvd

680

Clarksville

37042

3,660

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

468

Eastfield Mall

1655 Boston Road

129

Springfield

01129

3,470

Mountain Development Corp.

100 Delawanna Avenue

Clifton

07014

469

Northpark Mall

101 N. Rangeline Road

162

Joplin

64801

3,117

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

470

Northgate Mall

203 Northgate Mall

F020/F030

Chattanooga

37415

3,000

General Growth

110 N Wacker Dr

Chicago

60606

471

Hulen Mall

1070 Hulen Mall

1635

Fort Worth

76132

2,909

General Growth

110 N Wacker Dr

Chicago

60606

472

Ridgmar

2044 Green Oaks Road

K15

Fort Worth

76116

2,982

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

473

Arsenal Mall

485 Arsenal Street

Watertown

02472

3,809

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

474

Apache Mall

333 Apache Mall

658

Rochester

55901

3,041

General Growth

110 N Wacker Dr

Chicago

60606

475

Anderson Mall

3101 North Main Street

Q08B

Anderson

29621

3,848

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

476

South Shore

250 Granite Street

2050

Braintree

02184

5,031

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

477

Northgate Mall

1058 W. Club Road

410

Durham

27701

2,747

Northgate Associates

PO Box 2476

Durham

27715

478

Yorktown Mall

133 Yorktown Center

133

Lombard

60148

2,835

Pehrson Long Associates

203 Yorktown Center

Lombard

60148

479

Pecanland

4700 Milhaven Road

1222

Monroe

71203

3,654

General Growth

110 N Wacker Dr

Chicago

60606

481

Park Place

5870 E. Broadway Boulevard

346

Tuscon

85711

3,174

General Growth

110 N Wacker Dr

Chicago

60606

482

Neshaminy Mall

622 Neshaminy Mall

622

Bensalem

19020

3,175

General Growth

110 N Wacker Dr

Chicago

60606

483

Triangle Town Center

5950 Triangle Town Boulevard

FL 1037

Raleigh

27616

3,540

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

484

The Oaks Mall

6357 West Newberry Road

D-12

Gainesville

32605

3,349

General Growth

110 N Wacker Dr

Chicago

60606

485

Collin Creek

811 North Central Expressway

1370

Plano

75075

3,531

General Growth

110 N Wacker Dr

Chicago

60606

486

Colonial Mall Auburn

1627-44 Opelika Road

Auburn

36830

3,542

Colonial Properties

2101 6th Ave N

Ste 750

Birmingham

35202

487

Carolina Place

11025 Carolina Place Parkway

A-25

Charlotte

28134

2,997

General Growth

110 N Wacker Dr

Chicago

60606

488

Parks at Arlington

3811 South Cooper Street

2420

Arlington

76015

3,330

General Growth

110 N Wacker Dr

Chicago

60606

489

Town Square Mall

5000 Frederica Street

Owensboro

42301

3,674

Aronov Realty Management

3500 Eastern Blvd.

Montgomery

36116-1781

490

Prime Retail Grove City

1911 Leesburg Grove City Rd

1045

Grove City

16127

4,749

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

491

Prime Retail Hagerstown

495 Prime Outlets Boulevard

520

Hagerstown

21740

5,063

Simon Property Group

225 West Washington Street

Indianapolis

46204

492

Prime Outlets at San Marcos

3939 IH 35 South

401 & 402

San Marcos

78666

5,764

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

493

Rehoboth Beach Outlet

4565 Highway One

321

Rehoboth

19971

5,000

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

494

Valley Mall

1925 East Market Street

412

Harrisonburg

22801

3,200

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

506

Shenango Valley Mall

3333 East State Street

834

Hermitage

16148

3,600

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

507

Greenwood Mall

2625 Scottsville Road

118

Bowling Green

42104

3,584

General Growth

110 N Wacker Dr

Chicago

60606

508

Myrtle Beach Factory Stores

4625 Factory Stores Boulevard

H100

Myrtle Beach

29579

5,040

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

509

Prime Outlets at Pleasant Prairie

11211 120th Avenue

C050

Kenosha

53158

3,600

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

510

Prime Outlets at Jeffersonville

8755 Factory Shop Boulevard

755

Jeffersonville

43128

5,016

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

511

Prime Outlets at Birch Run

12140 South Beyer Road

H010

Birch Run

48415

6,000

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

512

Fashion Outlets of Niagara Falls

1672 Military Road

Niagara Falls

14304

5,993

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

515

Waterloo Premium Outlets

655 Route 318

B083

Waterloo

13165

6,000

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

516

Huntley Outlet Center

11800 Factory Shops Blvd

380

Huntley

60142

5,105

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

517

New River Valley

716 New River Road

716

Christiansburg

24073

3,542

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

518

Crossroads Mall

6650 South Westnedge

120

Portage

49024

3,271

General Growth

110 N Wacker Dr

Chicago

60606

519

Wyoming Valley Mall

346 Wyoming Valley Mall

346

Wilkes-Barre

18702

3,385

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

520

Virginia Center Commons

10101 Brook Road

324

Glen Allen

23059

2,809

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

521

Geneva Commons

502 Commons Drive

2200

Geneva

60134

3,600

Jeffery R. Anderson Realty

Rookwood Tower

3805 Edwards Rd Suite 700

Cincinnati

45209-1955

522

Southridge Mall

5300 South 76th Street

1300

Greendale

53129

4,500

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

523

Tulsa Promenade

4107 South Yale Avenue

221

Tulsa

74135

3,682

Coyote Management LP

16475 Dallas Parkway

Suite 250

Addison

75001

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

524

Esplanade

1401 West Esplande Avenue

220

Kenner

70065

3,274

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

525

Kirkwood Mall

877 Kirkwood Mall

440

Bismarck

58504

4,284

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

526

Grapevine Mills

3000 Grapevine Mills Parkway

513

Grapevine

76051

5,413

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

527

Golden East Crossings

1100 North Wesleyan Blvd

1112

Rocky Mount

27804

2,606

General Growth

110 N Wacker Dr

Chicago

60606

528

Sarasota Square

8201 South Tamiami Trail

Sarasota

34238

3,200

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

529

Green Tree Mall

757 East Highway 131

526

Clarksville

47129

3,000

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

530

Columbia Mall

2300 Bernadette Drive

318

Columbia

65203

3,003

General Growth

110 N Wacker Dr

Chicago

60606

531

Quintard Mall

700 Quintard Drive

Oxford

36203

3,515

Grimmer Realty Company

200 Green Springs Highway

Green Springs Shopping Cntr

Birmingham

35209-4906

532

Huntington Mall

Route 60 and Mall Road

760

Barboursville

25504

3,567

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

533

North Town Mall

4750 North Division Street

2216

Spokane

99207

3,067

General Growth

110 N Wacker Dr

Chicago

60606

534

Southwest Plaza

8501 West Bowles Avenue

2B-525

Littleton

80123

3,828

General Growth

110 N Wacker Dr

Chicago

60606

535

Bellis Fair Mall

1 Bellis Fair Parkway

604

Bellingham

98226

3,426

General Growth

110 N Wacker Dr

Chicago

60606

536

Patrick Henry

12300 Jefferson Avenue

413

Newport News

23602

3,434

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

537

The Citadel

750 Citadel Drive

2382

Colorado Springs

80909

3,848

Urban Retail Properties LLC

1468 West 9th Street

Suite 500

Cleveland

444113

538

Northeast Mall

1001 Melbourne Street

D-188

Hurst

76053

3,199

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

539

Alderwood Mall

3000 184th Street Southwest

230

Lynnwood

98037

3,132

General Growth

110 N Wacker Dr

Chicago

60606

540

Kitsap Mall

10315 Silverdale Way Northwest

A08

Silverdale

98383

3,500

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

541

South Hill Mall

3500 South Meridian

944

Puyallup

98373

3,382

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

542

The Shoppes at Arbor Lakes

12449 Elm Creek Boulevard

A-14

Maple Grove

55369

3,600

PRISA Arbor Lakes, LLC

Two Prudential Plaza

180 North Stetson Avenue Suite 3275

Chicago

60601

543

Vancouver Mall

8700 NE Vancouver Mall Drive

246

Vancouver

98662

3,210

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

544

Bay Park Square

303 Bay Park Square

985

Green Bay

54304

3,527

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

545

Country Side Mall

27001 US Highway 19

1059

Clearwater

33761

3,349

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

546

Fox River Mall and Plaza

4301 West Wisconsin Avenue

104

Appleton

54913

4,000

General Growth

110 N Wacker Dr

Chicago

60606

547

Columbia Mall

2800 Columbia Road

320 & 325

Grand Forks

58201

3,309

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

548

Lima Mall

2400 Elida Road

542

Lima

45805

4,507

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

549

Valley View

3800 State Road 16

162

LaCrosse

54601

3,339

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

550

Post Oak Mall

1500 Harvey Road

4006

College Station

77840

3,785

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

551

Midland Mall

6800 Eastman Avenue

234

Midland

48642

3,800

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

552

Moorestown Mall

400 Route 38

1365

Moorestown

08057

3,000

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

553

Carolina Mall

1480 Concord Parkway North

265

Concord

28025

3,418

Hull Storey Retail Group

3632 Wheeler Road

Agusta

30909

554

Valley West Mall

1551 Valley West Drive

182

West Des Moines

50266

3,880

Watson Centers

3100 West Lake Street

Suite 420

Minneapolis

55416-4599

555

Cordova Mall

5100 North Nine Avenue

B217

Pensacola

32504

3,999

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

556

Mall of the Bluffs

1751 Madison Avenue

406

Council Bluffs

51503

3,521

General Growth

110 N Wacker Dr

Chicago

60606

557

Quail Springs

2501 West Memorial Road

252

Oklahoma City

73134

3,333

General Growth

110 N Wacker Dr

Chicago

60606

558

Towne West Square

4600 West Kellogg

K02A

Wichita

67209

3,180

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

559

Eastdale Mall

1045 Eastdale Mall

Montgomery

36117

3,395

Aronov Realty Management

3500 Eastern Blvd.

Montgomery

36116-1781

560

North Point Mall

2132 North Point Circle

2122

Alpharetta

30022

3,596

General Growth

110 N Wacker Dr

Chicago

60606

561

Altamonte Mall

451 East Altamonte Drive

1245

Altamonte Springs

32701

3,539

General Growth

110 N Wacker Dr

Chicago

60606

562

Foothills Mall

215 East Foothills Parkway

E-9

Ft. Collins

80525

3,180

General Growth

110 N Wacker Dr

Chicago

60606

563

Vista Ridge

2401 South Stemmons Freeway

1366

Lewisville

75067

2,762

General Growth

110 N Wacker Dr

Chicago

60606

564

Ridgedale Center

12353 Wayzata Boulevard

1390

Minnetonka

55305

3,481

General Growth

110 N Wacker Dr

Chicago

60606

565

North Star

7400 San Pedro Avenue

100

San Antonio

78216

4,620

General Growth

110 N Wacker Dr

Chicago

60606

566

Memorial City Mall

303 Memorial City Mall

201

Houston

77027

3,458

General Growth

110 N Wacker Dr

Chicago

60606

567

Empire Mall

1230 Empire Mall

314

Sioux Falls

57106

3,409

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

568

Southern Hills

4400 Sergeant Road

312

Sioux City

51106

3,561

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

569

Oglethorpe Mall

7804 Abercorn Street

Savannah

31406

3,580

General Growth

110 N Wacker Dr

Chicago

60606

570

Southlake Mall

1206 Southlake Mall

1206

Morrow

30260

4,121

General Growth

110 N Wacker Dr

Chicago

60606

571

Mill Creek Mall

250 Millcreek Mall

250

Erie

16565

3,684

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

572

Vintage Faire Mall

3401 Dale Road

Q06

Modesto

95356

3,776

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

573

Wiregrass Commons

900 Commons Drive

Dothan

36303

3,407

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

574

Westgate Mall

205 West Blackstock Road

370

Spartanburg

29301

4,191

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

575

Deerbrook Mall

20131 Highway 59 North

1090

Humble

77338

3,090

General Growth

110 N Wacker Dr

Chicago

60606

576

Colonial Mall Valdosta

1700 Norman Drive

1034

Valdosta

31601

3,379

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

577

Parkway Place

2801 South Memorial Parkway

242

Huntsville

35801

3,065

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

578

Francis Scott Key

5500 Buckyestown Pike

660

Frederick

21703

4,081

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

579

Tanger Outlet Sevierville

1645 Parkway Suite

1370

Sevierville

37862

3,550

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

580

Prime Outlets at Ellenton

5109 Factory Shops Boulevard

905

Ellenton

34222

4,118

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

581

Prime Outlets at Gaffney

235 Factory Shops Boulevard

235

Gaffney

29341

3,514

Simon Property Group

225 West Washington Street

Indianapolis

46204

582

Tanger Outlet Center Foley

2601 South Mckenzie

L-23

Foley

36535

5,134

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

583

Gettysburg Village Factory Stores

1863 Gettysburg Village Drive

420

Gettysburg

17325

3,480

Delancey Realty Services

718 Arch Street

Suite 400

Philadelphia

19106

584

Woodland Hills Mall

7021 South Memorial Drive

244

Tulsa

74133

3,531

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

585

Valley River Mall

265 Valley River Center

B-8

Eugene

97401

3,500

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

586

Dakota Square

2400 Ten Street

210

Minot

58701

3,393

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

587

South Plains Mall

6002 Slide Road

Lubbock

79414

3,590

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

588

Rivercenter Mall

849 East Commerce Street

491

San Antonio

78205

3,536

L & B Group

c/o Institutional Property Managers

8750 North Central Expressway Suite 800

Dallas

75231-6437

589

Lakeline Mall

11200 Lakeline Mall Drive

N10

Cedar Park

78613

2,986

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

590

Tuttle Crossing

5043 Tuttle Crossing Blvd

139

Dublin

43016

3,013

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

591

Lakeforest Mall

701 Russell Avenue

E-115

Gaithersburg

20877

3,144

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

592

Clackamas Town Center

12000 South East 82nd Ave

B209

Portland

97266

3,390

General Growth

110 N Wacker Dr

Chicago

60606

593

Fort Henry Mall

2101 Fort Henry Drive

E-39

Kingsport

37664

2,880

Boardwalk Management Company, Inc.

Fort Henry Mall

Kingsport

594

Regency Square Mall

301 Cox Creek Parkway

1308

Florence

35630

3,500

Hull Storey Retail Group

3632 Wheeler Road

Agusta

30909

595

Eastridge Mall

246 North New Hope Road

125

Gastonia

28054

2,870

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

596

Acadiana Mall

5725 Johnston Street

E-209

Lafayette

70503

2,983

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

597

Spotsylvania Mall

305 Spotsylvania Mall

305

Fredericksburg

22407

3,525

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

598

Rushmore Mall

2200 North Maple

218

Rapid City

57701

3,393

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

599

Tanger Outlet Branson

300 Tanger Blvd

408

Branson

65616

3,345

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

600

Castle Rock

5050 Factory Shops Blvd

370

Denver

80108

4,718

Craig Realty Group

Attn: Manager Lease Admin.

1500 Quail St. Suite 100

Newport Beach

92660

601

Silver Sands Factory Outlets

10676 Emerald Coast Pky

127-128

Destin

32541

3,852

Howard Group

185 Grand Blvd

Suite 100

Sandestin

32550

602

Northpark

1200 East County Line Road

216

Ridgeland

39157

3,716

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

603

Tyrone Square

6901 22nd Avenue North

672A

St. Petersburg

33710

3,500

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

604

West Acres Mall

3902 13th Avenue

Fargo

58103

3,318

West Acres Development

PO Box 9978

Fargo

58106-9978

605

University Mall

2205 University Square Mall

Tampa

33612

4,026

Glimcher Properties Ltd

20 S Third St

Columbus

43215

606

Oakridge Mall

925 Blossom Hill Road

1556

San Jose

95123

3,027

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

607

Desert Ridge

21001 North Tatum Boulevard

Phoenix

85050

3,550

Vestar Development

2425 E. Camelback Road

Suite 750

Phoenix

608

Florida Mall

8001 S. Orange Blossom Trail

854

Orlando

32809

3,077

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

609

The Maine Outlet

345 US Route 1

Kittery

03904

3,193

Ram Management Company

121 Middle Street

Suite 200

Portland

04101

611

Coastal Grand Mall

500 Coastal Grand Circle

460

Myrtle Beach

29577

3,360

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

612

Superstition Springs

6555 East Southern Avenue

J-14

Mesa

85206

3,310

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

613

Tanger Outlet Center

237 Tanger Drive

237

Williamsburg

52361

5,000

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

614

Wheaton Mall

11160 Veirs Mill Road

151

Silver Spring

20902

3,650

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

615

St. Augustine Premium Outlets

2700 State Road 16

O102

St. Augustine

32092

3,900

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

616

Johnson Creek Outlet Center

595 West Linmar Lane

B080

Johnson Creek

53038

4,000

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

617

Plaza Camino Real

2525 El Camino Real

120

Carlsbad

92008

3,860

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

618

Berkeley Mall

621A Berkeley Blvd

G-9

Goldsboro

27534

3,783

Faison

121 West Trade Street

27th Floor

Charlotte

28202

619

Center at Salisbury

2300 N. Salisbury Boulevard

H121

Salisbury

21801

3,047

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

620

Barton Creek

2901 Capital of Texas Highway

M05

Austin

78746

3,615

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

621

Brandon Town Center

553 Brandon Town Center Mall

553

Brandon

33511

3,081

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

622

North County Fair

200 East Via Rancho Parkway

C417

Escondido

92025

4,117

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

623

Jacksonville Mall

342 Jacksonville Mall

C11

Jacksonville

28546

3,015

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

624

Katy Mills

5000 Katy Mills Circle

720

Katy

77494

3,213

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

625

Citrus Park Town Center

8081 Citrus Park Town Center

8081

Tampa

33625

3,773

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

626

Westgate Mall

7701 West Interstate 40

552

Amarillo

79121

4,404

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

627

Mission Valley

1640 Camino Del Rio North

221

San Diego

92108

3,146

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

628

Towson Town Center

825 Dulaney Valley Road

1125

Towson

21204

3,000

General Growth

110 N Wacker Dr

Chicago

60606

629

Parkway Plaza

359 Parkway Plaza

M-14

El Cajon

92020

3,978

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

630

Cortana Mall

9327 Cortana Place

F-6

Baton Rouge

70815

4,210

Mall Prop

654 Madison Ave

New York

10021

631

Southland Mall

5953 West Park Avenue

2027

Houma

70364

3,510

Sizeler Properties

2542 Williams Blvd

Kenner

70062-5596

632

Bel Mar

7251 West Alaska Drive

2m-3/r-30

Lakewood

80226

3,532

Continuum Property Management Co.

355 South Teller Street

Suite 230

Lakewood

80226

633

Chandler Fashion Center

3111 West Chandler Boulevard

2158

Chandler

85226

3,072

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

634

Panama City Mall

2202 Martin Luther King Jr. Blvd

2202

Panama City

32405

2,804

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

635

Mall at St. Vincent

1133 St. Vincent Avenue

360

Shreveport

71104

3,279

General Growth

110 N Wacker Dr

Chicago

60606

636

St. Louis Mills

5555 St. Louis Mills Boulevard

253

Hazelwood

63042

3,692

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

637

Chico Mall

1950 East 20th Street

307

Chico

95928

3,130

General Growth

110 N Wacker Dr

Chicago

60606

638

Battlefield Mall

2825 South Glenstone

T-18

Springfield

65804

4,568

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

639

Clifton Park Center

22 Clifton Country Road

Clifton Park

12065

3,400

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

640

Cumberland Mall

3849 South Delsea Drive

B-10

Vineland

08360

2,994

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

641

Chapel Hills Mall

1710 Briargate Boulevard

137

Colorado Springs

80920

3,547

General Growth

110 N Wacker Dr

Chicago

60606

642

Paddock Mall

3100 College Road

248

Ocala

34474

3,680

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

643

Richmond Square

3801 National Road East

531

Richmond

47374

4,337

Landau & Heyman

120 S Riverside Plaza

Ste 1605

Chicago

60606

644

East Towne Mall

21 East Towne Mall

518

Madison

53704

3,800

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

645

Indiana Mall

2334 Oakland Avenue

645

Indiana

15701

3,341

Zamias

300 Market Street

Johnstown

15901

646

Markland Mall

1207 South Reed Road

H10B

Kokomo

46902

3,480

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

647

Colorado Mills

14500 Colfax Avenue

446

Lakewood

80401

3,467

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

648

Salem Center

480 Center Street Northeast

2219

Salem

97301

3,537

General Growth

110 N Wacker Dr

Chicago

60606

649

Jordan Creek

101 Jordan Creek Parkway

2334

Des Moines

50266

3,149

General Growth

110 N Wacker Dr

Chicago

60606

650

Sooner Fashion Mall

3321 West Main Street

321

Norman

73072

3,485

General Growth

110 N Wacker Dr

Chicago

60606

651

Outlet Center at Albertville

6415 Labeaux Avenue

A20

Albertville

55301

4,500

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

652

Arrowhead Towne Centre

7700 W. Arrowhead Towne Ctr

2112

Glendale

85308

3,013

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

653

Lighthouse Place Premium Outlets

815 Lighhouse Place

815

Michigan City

46360

4,879

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

654

Plaza Bonita

3030 Plaza Bonita Road

2304

National City

91950

4,064

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

655

Colonial Mall Decatur

1801 Beltline Road Southwest

B-1

Decatur

35601

3,235

Colonial Properties

2101 6th Ave N

Ste 750

Birmingham

35202

656

Colonial Brookwood Village

716 Brookwood Village

228

Homewood

35209

3,610

Colonial Properties

2101 6th Ave N

Ste 750

Birmingham

35202

657

Baybrook Mall

1306 Baybrook Mall

1300

Houston

77546

3,482

General Growth

110 N Wacker Dr

Chicago

60606

658

Regency Square

1404 Parham Road

H208

Richmond

23229

3,059

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

659

Algoniquin Commons

1904 South Randall Road

4190

Algonquin

60102

3,600

Jeffery R. Anderson Realty

Rookwood Tower

3805 Edwards Rd Suite 700

Cincinnati

45209-1955

660

Spokane Valley Mall

14700 East Indiana Avenue

1012

Spokane

99216

3,891

General Growth

110 N Wacker Dr

Chicago

60606

661

Golden Triangle Mall

2201 I-35E

L09A

Denton

76205

3,561

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

662

Central Mall

23 Central Mall

Texarkana

75503

3,199

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

663

Williamsburg Premium Outlets

5715-E080 Richmond Road

E080

Williamsburg

23188

4,100

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

664

Adrian Mall

1357 South Main Street

1220

Adrian

49221

3,434

Jones Lang LaSalle Americas, Inc

3344 Peachtree Road NE, Suite 1200

Atlanta

30326

665

Mall at Wellington Green

10300 West Forest Hill Blvd

142

Wellington

33414

2,866

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

667

Mall at Victor Valley

14400 Bear Valley Road

437

Victorville

92392

3,165

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

669

Shoppes at Grand Prairie

5201 West War Memorial Drive

345

Peoria

61615

3,608

Culian Properties

211 Fulton Street

Suite 700

Peoria

61602

670

Clay Terrace

14511 Clay Terrace

B08

Carmel

46032

2,810

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

671

Old Hickory

2021 North Highland Ave.

Jackson

38305

4,040

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

672

Zona Rosa

7116 Northwest 86 Terrace

206

Kansas City

64153

3,600

Steiner and Associates, Inc.

4016 Townsfair Way

Suite 201

Columbus

43219

673

Valley Plaza

2701 Ming Avenue

155

Bakersfield

93304

3,570

General Growth

110 N Wacker Dr

Chicago

60606

674

Chautauqua Mall

318 East Fairmount Avenue

547A

Lakewood

14750

3,478

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

675

Ingram Park Mall

6301 Northwest Loop 410

L-08

San Antonio

78238

3,480

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

676

Richland Mall

6001 West Waco Drive

Waco

76710

3,500

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

677

Broadway Mall

879 Broadway Mall

879

Hicksville

11801

4,011

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

679

Melbourne Mall

1700 West New Haven Avenue

229A

Melbourne

32904

3,000

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

680

Greenbrier Mall

1401 Greenbrier Parkway

2234

Chesapeake

23320

3,501

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

681

Dallas Galleria

13350 Dallas Parkway

3375

Dallas

75240

3,200

General Growth

110 N Wacker Dr

Chicago

60606

682

Treasure Coast Mall

3256 Northwest Federal Hwy

3256

Jensen Beach

34957

2,663

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

683

Tanger Outlet Center Howell

1475 North Burkhart Road

D250

Howell

48855

4,500

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

684

Coastland Center

1912 Tamiami Trail North

M-4

Naples

34102

3,644

General Growth

110 N Wacker Dr

Chicago

60606

685

Edgewater Mall

2600 Beach Boulevard

Biloxi

39531

4,336

Jim Wilson

2600 EastChase Lane

Suite 100

Montgomery

36117-7024

686

Broadway Square

4601 South Broadway

B09A

Tyler

75703

3,883

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

687

Osage Beach Premium Outlets

4540 Highway 54

BB9

Osage Beach

65065

4,518

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

688

Imperial Valley Mall

1468 Dogwood Avenue

1468

El Centro

92243

3,940

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

689

Mall at Barnes Crossing

1001 Barnes Crossing Road

220

Tupelo

38804

3,527

David Hocker

312 Walut Street

14th Floor

Cincinnati

45202-4089

690

Valley Mall

17301 Valley Mall Road

278

Hagerstown

21740

3,025

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

691

Orange Park

1910 Wells Road

C19

Orange Park

32073

3,127

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

692

Sunland Park

750 Sunland Park Drive

E09

El Paso

79912

3,267

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

693

Northwest Arkansas Mall

4201 North Shiloh Drive

1230

Fayetteville

72703

3,536

Urban Retail Properties

111 East Wacker Drive

Suite 2400

Chicago

60601

694

Flatiron Crossing

1 West Flat Iron Circle

1116

Broomfield

80021

3,600

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

695

Parkdale Mall

6155 Eastex Freeway

412

Beaumont

77706

3,004

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

696

Charlottesville Fashion Square

1558 East Rio Road

1410A

Charlottesville

22901

2,816

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

697

The Galleria

5085 Westheimer Road

B3610

Houston

77056

3,297

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

698

The Avenues

10300 Southside Boulevard

1580

Jacksonville

32256

3,842

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

699

Sawgrass Mills

12801 West Sunrise Boulevard

657

Sunrise

33323

3,320

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

700

Oak View Mall

3001 South 144th Street

H-2

Omaha

68144

3,584

General Growth

110 N Wacker Dr

Chicago

60606

701

First Colony Mall

16535 Southwest Freeway

260

Sugarland

77479

3,762

General Growth

110 N Wacker Dr

Chicago

60606

702

Lufkin Mall

4600 South Medford Drive

1272

Lufkin

75901

3,156

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

703

Southdale Center

2815 Southdale Center

2815

Edina

55435

3,897

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

704

Hampshire Mall

367 Russell Street

Hadley

01035

3,250

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

705

Coronado Center

6600 Menual Northeast

B-4

Albuquerque

87110

3,454

General Growth

110 N Wacker Dr

Chicago

60606

706

Capital Mall

625 Black Lake Boulevard

Olympia

98502

3,240

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

707

College Square

2550 East Morris Boulevard

Morristown

37813

3,500

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

708

Boynton Beach Mall

801 North Congress Avenue

365A

Boynton Beach

33426

3,313

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

710

Aviation Mall

578 Aviation Road

29A

Queensbury

12804

3,400

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

711

Paradise Valley

4550 E. Cactus Road

F-020

Phoenix

85032

3,500

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

712

Clinton Crossing Premium Outlets

20-A Killingworth Turnpike

110

Clinton

06413

4,052

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

713

Edinburgh Premium Outlets

11660 NE Executive Dr.

D010

Edinburgh

46124

6,074

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

714

St. Louis Galleria

1155 Saint Louis Galleria

2113

Richmond Heights

63117

3,663

General Growth

110 N Wacker Dr

Chicago

60606

715

Valencia Town Center

24201 W. Valencia Boulevard

1249

Valencia

91355

3,289

Westfield

11601 Wilshire Blvd., 11th Floor

Los Angeles

90025

716

Frenchtown Square Mall

2121 N. Monroe South

525

Monroe

48162

2,976

Cafaro

PO Box 2186

2445 Belmont Ave

Youngstown

44504

717

Ontario Mills

One Mills Circle

404

Ontario

91764

3,769

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

718

Montgomery Mall

7101 Democracy Blvd

1194

Bethesda

20817

3,500

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

719

Chicago Premium Outlets

1650 Premium Outlets Boulevard

1239

Aurora

60502

4,459

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

720

Wrentham Village Premium Outlets

One Premium Outlets Blvd

335

Wrentham

02093

3,531

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

721

Desoto Square

303 US Hwy 301 Blvd West

421

Bradenton

34205

3,130

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

722

The Crossings Premium Outlets

1000 Route 611

E-02

Tannersville

18372

3,000

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

723

Petaluma Village Premium Outlets

2200 Petaluma Blvd North

435

Petaluma

94952

4,453

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

724

Alexandria Mall

3437 Masonic Drive

1184

Alexandria

71301

3,706

General Growth

110 N Wacker Dr

Chicago

60606

726

Aurora Premium Outlets

549 S. Chillicothe Road

170/160

Aurora

44202

4,045

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

727

Woodlands Mall

1201 Lake Woodlands Drive

1014

The Woodlands

77380

3,510

General Growth

110 N Wacker Dr

Chicago

60606

728

La Plaza

2200 S. 10th Street

A05

McAllen

78503

3,625

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

729

Fair Oaks

11743L Fair Oaks Mall

J-119

Fairfax

22033

3,695

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

730

Chula Vista Center

555 Broadway

1098

Chula Vista

91910

3,039

General Growth

110 N Wacker Dr

Chicago

60606

731

Rouge Valley Mall

1600 North Riverside Avenue

1037

Medford

97501

2,895

General Growth

110 N Wacker Dr

Chicago

60606

732

Boise Towne Square

350 N. Milwaukee

2120

Boise

83704

3,557

General Growth

110 N Wacker Dr

Chicago

60606

733

Lakeside Mall

3301 Veterans Memorial Blvd

54B

Metairie

70002

3,543

Lakeside Mall

3301 Veteran's Memorial Blvd.

Metairie

70002

734

Crabtree Valley

4325 Glenwood Avenue

1086

Raleigh

27612

3,551

Plaza Associates

2840 Plaza Place

Suite 100

Raliegh

27612

735

Meadows Mall

4300 Meadows Lane

2170

Las Vegas

89107

3,690

General Growth

110 N Wacker Dr

Chicago

60606

736

Galleria at Tyler

1299 Galleria at Tyler

F210

Riverside

92503

3,398

General Growth

110 N Wacker Dr

Chicago

60606

737

Sunrise Mall

2370 North Exp.

1194

Brownsville

78256

3,537

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

738

Peachtree Mall

3507 Manchester Expwy

Columbus

31909

3,825

General Growth

110 N Wacker Dr

Chicago

60606

739

Woodbury Commons

255 Red Apple Ct.

255

Central Valley

10917

4,214

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

740

Atlantic City Center

111B North Michigan Avenue

150B

Atlantic City

08401

5,100

Cordish Company

601 East Pratt St.

6th Floor

Baltimore

21202

741

The Shops at the Las Americas

4141 Camino De La Plaza Drive

474

San Ysidro

92173

8,683

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

742

Woodbury Lakes

9140 Hudson Road

E-06

Woodbury

55125

3,600

Red Development

One East Washington

Suite 300

Phoenix

85004

743

The Gateway

86 South Rio Grand

2086

Salt Lake City

84102

2,704

Inland Southwest Management LLC

2901 Butterfield Road

Oak Brook

60523

744

University Mall

575 East University Parkway

B40

Orem

84097

3,942

Woodbury Corporation

2733 E. Parley's Way

Suite 300

Salt Lake City

84109-1662

745

Provo Towne Centre

1200 Towne Centre Boulevard

1140

Provo

84601

3,286

General Growth

110 N Wacker Dr

Chicago

60606

746

Palm Desert

72840 Highway 111

W457

Palm Desert

92260

2,939

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

747

Camarillo Premium Outlets

740 Ventura Blvd

500

Camarillo

93010

2,925

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

748

Cielo Vista

8401 Gateway Blvd.

T06

El Paso

79925

3,534

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

749

Northlake Mall

6801 Northlake Mall Drive

181

Charlotte

28216

3,071

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

750

Fayette Mall

3615 Nicholasville Road

G718

Lexington

40503

3,500

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

751

Marley Station

7900 Governor Ritchie Hwy

E217

Glen Burnie

21061

3,500

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

752

Shops at Saucon Valley

2845 Center Valley Parkway

420

Bethlehem

18034

3,450

Saucon Valley Venture LLC

6410 Poplar Ave.

Suite 850

Memphis

38119

753

Great Mall

480 Great Mall Drive

480

Milpitas

95035

3,800

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

754

Oakland Mall

362 W. 14 Mile Road

362

Troy

48083

4,000

Oakland Mall LLC

39577 Woodward Ave.

Suite 110

Bloomfield Hills

48304

755

Albany Mall

2601 Dawson Road

C10/C11

Albany

31707

3,663

Aronov Realty Management

3500 Eastern Blvd.

Montgomery

36116-1781

756

Rock Hill Galleria

2301 Dave Lyle Blvd

825

Rock Hill

29730

3,500

General Growth

110 N Wacker Dr

Chicago

60606

757

Lindale Mall

4444 1st Ave. NE

110/111

Cedar Rapids

52402

3,668

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

758

Citadel Mall

2070 Sam Rittenberg Blvd

E-712

Charleston

29407

2,960

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

759

Westgate Mall

200 Westgate Drive

E131

Brockton

02301

3,200

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

760

Rimrock Mall

300 S. 24th Street West

D-10

Billings

59102

3,800

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

761

Eastridge Mall

2200 Eastridge Loop

2090

San Jose

95122

3,335

General Growth

110 N Wacker Dr

Chicago

60606

762

Uniontown Mall

1332 Mall Run Road

322/330

Uniontown

15401

3,502

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

763

Crossroads Mall

5475 Robert C. Byrd Drive

F10

Prosperity

25909

3,620

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

764

Coral Square Mall

9501 W. Atlantic Boulevard

9501

Coral Springs

33071

3,880

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

765

Turtle Creek Mall

1000 Turtle Creek Drive

370

Hattiesburg

39402

3,430

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

766

MacArthur Center

300 Monticello Avenue

122

Norfolk

23510

3,554

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

767

Forest Mall

835 W. Johnson Street

D01B

Fond du Lac

54935

3,566

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

768

Tacoma Mall

4502 S. Stelle Street

432A

Tacoma

98409

3,591

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

769

Finger Lakes Mall

1579 Clark Street Road

A12/A13

Aurelius

13022

3,591

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

770

Firewheel Town Center

365 Cedar Sage Drive

H05

Garland

75040

3,654

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

771

Newgate Mall

3651 Wall Avenue

1064

Ogden

84405

3,456

General Growth

110 N Wacker Dr

Chicago

60606

772

The Legends at Village West

1837 VillageWEst Parkway

B121

Kansas City

66109

3,774

Red Development

One East Washington

Suite 300

Phoenix

85004

773

Shoppes at La Cantera

15900 La Cantera Parkway

1670

San Antonio

78256

3,246

General Growth

110 N Wacker Dr

Chicago

60606

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

774

Highland Mall

6001 Airport Blvd

2050

Austin

78752

3,604

General Growth

110 N Wacker Dr

Chicago

60606

775

Indian River Mall

6200 20th Street

686B

Vero Beach

32966

2,912

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

776

Northshore Square

150 North Shore Blvd.

2035

Slidell

70460

3,248

Sizeler Properties

2542 Williams Blvd

Kenner

70062-5596

777

Northridge Fashion Center

9301 Tampa Ave.

116

Northridge

91324

3,758

General Growth

110 N Wacker Dr

Chicago

60606

778

Montclair Plaza

2128 Montclair Plaza Lane

2128

Montclair

91763

3,500

Cushman & Wakefield of California

601 S. Figueroa Street

47th Floor

Los Angeles

90017-5752

779

Piedmont Mall

325 Piedmont Drive

122

Danville

24540

3,500

General Growth

110 N Wacker Dr

Chicago

60606

780

Santa Rosa Plaza

1012 Santa Rosa Plaza

1012&1014

Santa Rosa

95401

3,201

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

781

Irvine Spectrum

71 Fortune Drive

826

Irvine

92618

3,430

Irvine Company

The Irvine Co. Retail Properties

100 Innovation Drive

Irvine

92617

782

Layton Hills Mall

2008 Layton Hills Mall

2008

Layton

84041

3,281

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

783

Aurora Mall

14200 E Alameda

1057

Aurora

80012

3,700

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

784

Southhaven Towne Center

6524 Towne Center Loop

830

Southaven

38671

3,200

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

785

Eastern Shore Center

30500 State Highway 181

106

Spanish Fort

36527

3,503

MG Herring Group

5710 LBJ Freeway

Suite 450

Dallas

75240

786

Mt. Berry Square

32 Mt. Berry Square NE

220

Rome

30165

3,205

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

787

Dolphin Mall

11401 North West 12th Street

274

Miami

33172

4,689

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

788

Santa Anita Fashion Place

400 South Baldwin Suite #419-U

H11

Arcadia

91007

3,335

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

789

Fresno Fashion Fair

693 East Shaw Ave

Fresno

93710

3,794

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

790

Settlers Green

2 Common Court

D54

North Conway

03860

4,171

OVP Management

13 Settlers Green

North Conway

03860

791

Northridge Mall

674 Northridge Mall

Salinas

93906

3,840

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

792

New Park Mall

1047 Newpark Mall

1047

Newark

94560

3,012

General Growth

110 N Wacker Dr

Chicago

60606

793

Las Vegas Fashion Outlets

32100 Las Vegas Blvd.

100

Primm

89019

4,200

Talisman Company

1500 San Remo Ave.

Suite 135

Coral Gables

33146

794

Seattle Premium Outlets

10600 Quil Ceda Blvd.

654

Tulalip

98271

2,932

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

795

Solano Mall

1350 Travis Blvd

Fairfield

94533

3,090

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

796

Weberstown Mall

4950 Pacific Ave.

429

Stockton

95207

3,500

Glimcher Properties Ltd

20 S Third St

Columbus

43215

797

Walnut Square Mall

2150 East Walnut Ave.

Dalton

30721

2,901

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

798

Longview Mall

3500 McCann Road

H05A

Longview

75605

3,997

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

799

Foothills Mall

153 Foothills Mall

Maryville

37801

3,600

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

800

North Georgia Premium

800 Hwy 400 South

215

Dawsonville

30534

4,014

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

801

Central Mall

200 C Avenue

Lawton

73501

3,174

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

802

Galleria at Pittsburgh Mills

373 Pittsburgh Mills Circle

373

Frazer

15084

3,300

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

803

Prien Lake Mall

616 West Prien Lake Road

B04B

Lake Charles

70601

3,760

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

804

Metropolis Mall

2498 Futura Park Way

210

Plainfield

46168

3,300

North Shore Properties

c/o Premier Property USA LLC

5252 E. 82nd St. Suite 300

Indianapolis

46250

805

Volusia Mall

1700 West Int Speedway Blvd

128

Daytona Beach

32114

2,945

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

806

Main Place

2800 N. Main Street

656

Santa Ana

92705

3,100

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

807

Rolling Oaks Mall

6909 North Loop 1604

J10A

San Antonio

78247

2,979

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

809

Bradley Square

200 Paul Huff Parkway

608

Cleveland

37312

3,482

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

810

Gurnee Mills

6170 West Grand Ave.

515

Gurnee

60031

3,818

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

811

Tucson Mall

4500 North Oracle Road

291/292/293

Tucson

85705

3,198

General Growth

110 N Wacker Dr

Chicago

60606

812

Lakewood Center

372 Lakewood Center

372

Lakewood

90712

3,500

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

813

South Towne Center

10450 South State Street

1250

Salt Lake City

84070

3,000

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

814

Streets at Southpoint

6910 Fayetteville Road

2150

Durham

27713

3,845

General Growth

110 N Wacker Dr

Chicago

60606

815

Auburn Mall

385 South Bridge Street

S180

Auburn

01501

3,510

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

816

Tanger Outlet Park City

6699 North Landmark Drive

K110

Park City

84098

4,500

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

817

Horizon Outlet Center

1701 Retherford Street

E005

Tulare

93274

4,000

Horizon Group Properties Inc

PO Box 0510

Muskeegon

49443-0510

818

Glendale Galleria

2187 Glendale Galleria

2187

Glendale

91210

2,864

General Growth

110 N Wacker Dr

Chicago

60606

819

Port Charlotte Town Center

1441 Tamiami Trail

141

Port Charlotte

33948

3,457

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

820

Hot Springs Mall

4501 Central Ave.

Hot Springs

71913

3,849

Aronov Realty Management

3500 Eastern Blvd.

Montgomery

36116-1781

821

The Summit Sierra

13987 South Virginia Street

708

Reno

89511

3,500

Bayer Properties Inc.

2222 Arlington Ave

Birmingham

35205

822

Regency Square

9501 Arlington Expressway

150

Jacksonville

32225

2,863

General Growth

110 N Wacker Dr

Chicago

60606

823

Stonebriar Mall

2601 Preston Road

2154

Frisco

75034

3,242

General Growth

110 N Wacker Dr

Chicago

60606

824

Locust Grove

1000 Tanger Drive

412

Locust Grove

30248

5,300

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

825

Northpark

8687 North Central Expressway

2264

Dallas

75225

3,500

Nasher

8080 N. Central Expressway

Suite 1100

Dallas

75206-1807

826

Horton Plaza

59 Horton Plaza

San Diego

92101

4,000

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

827

Pierre Bossier

2950 East Texas Street

Bossier

71111

3,412

General Growth

110 N Wacker Dr

Chicago

60606

828

Mall at Turtle Creek

3000 East Highland Drive

405

Jonesboro

72401

3,500

David Hocker

312 Walut Street

14th Floor

Cincinnati

45202-4089

829

Lincoln City

1500 SE East Devils Lake Rd

405

Lincoln City

97367

4,297

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

830

Branson Landing

409 Branson Landing

409

Branson

65616

3,332

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

831

Briarwood Mall

266 Briarwood Circle

G105

Ann Arbor

48108

4,344

Mills Corporation

5425 Wisconsin Ave.

Suite 500

Chevy Chase

20815

832

Shops at Sunset Place

5701 Sunset Drive

B01A

Miami

33143

3,116

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

833

Columbiana

100 Columbiana Circle

1460

Columbia

29212

3,925

General Growth

110 N Wacker Dr

Chicago

60606

834

Westminster Mall

2044A Westminster Mall

2044A

Westminster

92683

4,585

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

835

West Oaks Mall

9401 West Colonial Drive

338

Ocoee

34761

3,504

General Growth

110 N Wacker Dr

Chicago

60606

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

836

Victoria Mall

7800 North Navarro

207

Victoria

77904

3,484

Hull Storey Retail Group

3632 Wheeler Road

Agusta

30909

837

Merced Mall

280 Merced Mall

280

Merced

95348

3,446

Codding Enterprises

PO Box 6655

Santa Rosa

95406-0655

838

Woodburn Company Store

1001 Arney Road

606

Woodburn

97071

4,668

Craig Realty Group

Attn: Manager Lease Admin.

1500 Quail St. Suite 100

Newport Beach

92660

839

Bonita Lakes

1050 Bonita Lake Circle

Meridian

39301

2,977

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

840

The Avenue Carriage Crossing

4650 Merchants Park Circle

808

Memphis

38017

3,499

Wilson

Carriage Ave. LLC

2500 Ridge Parkway STE 1600

Atlanta

30334

841

Killeen Mall

2100 South W.S. Young Drive

1412

Killeen

76543

3,089

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

842

Town East

1238 Town East Mall

1238

Mesquite

75150

2,963

General Growth

110 N Wacker Dr

Chicago

60606

843

Willowbend

6121 West Park Blvd

C118

Plano

75093

3,416

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

844

Coloinal Mall Glynn Place

100 Mall Blvd

Brunswick

31525

3,200

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

845

Oakbrook Center

532 Oakbrook Center

532

Oakbrook

60523

2,990

General Growth

110 N Wacker Dr

Chicago

60606

846

Visalia Mall

2221 South Mooney Blvd

1815

Visalia

93277

4,000

General Growth

110 N Wacker Dr

Chicago

60606

847

Gonzales Outlet Center

2400 Tanger Blvd

158

Gonzales

70737

4,000

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

848

Rosedale Shopping Center

2000 Rosedale Center

840

Minneapolis

55113

3,390

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

849

Magic Valley Mall

1485 Poleline Road East

263

Twin Falls

83301

3,412

Woodbury Corporation

2733 E. Parley's Way

Suite 300

Salt Lake City

84109-1662

850

Galleria at Sunset

1300 West Sunset Road

2725

Henderson

89014

3,593

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

851

Fair Oaks

2120 25th Street

G102

Columbus

47201

2,854

Veritas Realty

930 E. 66th Street

Indianpolis

46220

852

Grand Teton Mall

2300 East 17th Street

1229

Idaho Falls

83404

4,000

General Growth

110 N Wacker Dr

Chicago

60606

853

Mesilla Valley Mall

700 South Telshor

1502

Las Cruces

88011

3,968

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

854

Irving Mall

3732 Irving Mall Dr.

E07

Irving

75062

3,974

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

855

Capitola Mall

1855 41st Street

G01

Capitola

95010

3,415

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

856

Jordan Landing Strip

7138 South Plaza Center Drive

Suite A

West Jordan

84084

3,798

Foursquare Properties

5850 Avenida Encinas

Suite A

Carlsbad

92008

857

Red Cliffs Mall

1770 E. Red Cliffs Drive

1113

St. George

84790

3,802

General Growth

110 N Wacker Dr

Chicago

60606

858

Bayshore

5789 North Bayshore Drive

L109

Milwaukee

53217

3,510

Steiner and Associates, Inc.

4016 Townsfair Way

Suite 201

Columbus

43219

859

Commerce II

800 Steven B. Tanger Blvd

111

Commerce

30529

4,000

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

860

Fashion Place

6191 South State Street

331

Murray

84107

3,671

General Growth

110 N Wacker Dr

Chicago

60606

861

West Oaks Mall

1000 West Oaks Mall

321

Houston

77082

3,652

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

862

Waterford Lakes Town Center

653 North Alafaya Trail

P11

Orlando

32828

3,127

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

863

Brea Mall

2065 Brea Mall

2065

Brea

92821

3,365

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

864

Lloyd Center

1225 Lloyd Center

1225

Portland

97232

4,060

Glimcher Properties Ltd

20 S Third St

Columbus

43215

865

Columbia Center

1321 North Columbia Ctr Blvd

441

Kennewick

99336

3,361

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

866

Willowbrook Mall

1028 Willowbrook Mall

1028

Houston

77070

3,246

General Growth

110 N Wacker Dr

Chicago

60606

867

Oak Park Mall

11401 West 95th Street

Overland Park

66214

3,316

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

868

Merritt Square

777 East Merritt Island Cswy

F19 / 19A

Merritt Island

32952

3,650

Thor Merritt Square

139 Fifth Ave

New York

10010

869

Mall at Stonecrest

2929 Turner Hill Road

1680

Atlanta

30038

3,200

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

870

Outlets at Hershey

124 Outlet Square

83-85

Hershey

17033

4,000

FSH Associates

120 North Pointe Blvd

Suite 301

Lancaster

17601

871

Shops at Montage

2531 Shoppes Blvd

2531

Moosic

18507

3,500

Jeffery R. Anderson Realty

Rookwood Tower

3805 Edwards Rd Suite 700

Cincinnati

45209-1955

872

Round Rock Premium Outlets

4401 North IH 35

823

Round Rock

78664

3,800

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

873

Coconut Point

23141 Fashion Drive

L15

Bonita Springs

33928

3,176

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

874

Gulfview Square

9409 US Highway 19

259

Port Richey

34655

3,650

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

875

Village at Sandhill

486-5 Town Center Place

M-105

Columbia

29229

3,804

Hill Partners

Village at Sandhill, LLC

10 Flintlake Rd.

Columbia

29223

876

Pinnacle Hills Promenade

2203 South 45th Street

3140

Rogers

72758

3,690

General Growth

110 N Wacker Dr

Chicago

60606

877

Green Oaks Village

9620 Village Place Blvd

Brighton

48116

3,500

Lormax

6755 Daly Road

West Bloomfield

48322

878

Shops at Fallen Timber

3100 Main Street

1335

Maumee

43537

3,545

General Growth Properties

110 North Wacker Drive

Chicago

60606

879

Greene Town Center

4465 Glengarry Drive

C102

Dayton

45430

2,898

Steiner and Associates, Inc.

4016 Townsfair Way

Suite 201

Columbus

43219

880

Topanga Plaza

6600 Topanga Canyon Blvd

2004

Canoga Park

91303

3,907

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

881

Miromar Outlet

10801 Corkscrew Rd Suite 510

628

Estero

33928

4,000

Mirormar

10801 Corkscrew Road

Suite 305

Estero

33928

882

Rio Grand Premium Outlets

5001 East Expressway 83

605

Mercedes

78570

9,371

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

883

Southgate Mall

2901 Brooks Street

J-3A

Missoula

59801

3,057

Southgate Mall Associates

C?O Lambros Real Estate

3011 American Way

Missoula

59808

884

International Plaza

2223 North West Shore Blvd

118

Tampa

33607

4,000

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

885

Lake Buena Vista

15555 S. Apopka Vineland Rd

H-2

Orlando

32821

4,000

Lake Buena Vista Joint Venture

1725 University Drive

Suite 450

Coral Springs

33071

886

Prime Outlets Gulfport

10310 Factory Shops Blvd

310

Gulfport

39503

4,847

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

887

Prime Outlets Hillsboro

104 I-35 NE

160-A

Hillsboro

76645

4,014

Craig Realty Group - Anthem, LP

4100 Macarthur

Suite 200

Newport Beach

92660

888

Mall Del Norte

5300 South Dario

159

Laredo

78041

3,800

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

889

Pinnacle at Tutwiler Farm

5048 Pinnacle Square

930

Trussville

35173

3,480

Colonial Properties

2101 6th Ave N

Ste 750

Birmingham

35202

890

Leesburg Premium Outlet

241 Fort Evan Rd NE

1625

Leesburg

20176

3,467

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

891

Prime Outlets Queenstown

416 Outlet Center Drive

B030/031

Queenstown

21658

4,000

Simon Property Group

225 West Washington Street

Indianapolis

46204

892

Arden Fair

1689 Arden Way

2104

Sacramento

95815

2,867

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

893

Southlake TC

251 Grand Ave

251

Southlake

76092

3,365

SLTS Grand Ave, LP

1256 Main Street

Ste 240

Southlake

76092

894

Sacramento Gateway

3648 North Freeway Blvd

V4-E

Sacramento

95815

3,500

PRISA Arbor Lakes, LLC

Two Prudential Plaza

180 North Stetson Avenue Suite 3275

Chicago

60601

895

Lebanon Premium Outlets

315 Outlet Viallage Blvd

315

Lebanon

37090

3,759

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

896

Tanger Outlet Myrtle Beach

10843 Kings Road

655

Myrtle Beach

29572

3,490

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

897

Galleria Centerville

2922 Watson Blvd

250

Centerville

31028

3,056

Zamias

300 Market Street

Johnstown

15901

898

Oak Hollow

921 Eastchester Drive

1120/1130

High Point

27262

3,109

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

899

Aiken Mall

2441 Whiskey Road

335

Aiken

29803

2,989

Veritas Realty

930 E. 66th Street

Indianpolis

46220

900

Town Center at Otay Ranch

2015 Birch Road

215

Chula Vista

91915

3,500

General Growth

110 N Wacker Dr

Chicago

60606

901

Randolph Mall

345 Randolph Mall

Asheboro

27203

3,653

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

902

Brazos Mall

100 Highway 332 West

1544

Lake Jackson

77566

3,537

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

903

Manassas Mall

8300 Sudley Road

Manassas

20109

3,400

Vornado

210 Route 4 East

Paramus

07652

904

Promenade at Bolingbrook

623 East Boughton Road

820

Bolingbrook

60440

3,600

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

905

The Outlet Shoppes at Oshkosh

3001 South Washburn Street

C010

Oshkosh

54904

3,500

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

906

Supermall

1101 Supermall Way

211

Auburn

98001

4,633

Glimcher Properties Ltd

20 S Third St

Columbus

43215

907

Tanger Outlets Tilton

120 Laconia Road

303

Tilton

03276

3,500

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

908

Pembroke Lakes Mall

11401 Pines Blvd

638

Pembroke Pines

33026

4,064

General Growth

110 N Wacker Dr

Chicago

60606

909

Puente Hills

1600 South Azuza Ave.

145

Industry

91748

3,419

Glimcher Properties Ltd

20 S Third St

Columbus

43215

910

Cache Valley

1300 North Main

1136

Logan

84341

3,253

General Growth

110 N Wacker Dr

Chicago

60606

911

Chesapeake Square

838

Chesapeake

23321

3,568

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

912

Cottonwood Mall

10000 Coors Blvd. NW

C205B

Albuquerque

87114

3,025

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

913

Plaza at West Covina

466 Plaza Drive

466

West Covina

91790

3,269

Westfield

11601 Wilshire Blvd, 12th Floor

Los Angeles

90025

914

Shawnee Mall

4901 N. Kickapoo Street

1024-B

Shawnee

74804

3,824

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

915

Antelope Valley

1233 Rancho Vista Blvd

133

Palmdale

93551

3,088

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

916

Cascade Mall

456 Cascade Mall Drive

D08

Burlington

98233

3,441

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

917

Eagle Ridge

430 Eagle Ridge Drive

538

Lake Wales

33859

3,500

General Growth

110 N Wacker Dr

Chicago

60606

918

Westside Pavilion

10800 West Pico Blvd.

349

Los Angeles

90064

3,858

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

919

Valley Mall

2529 Main Street

B-07

Yakima

98903

3,680

Valley Mall LLC

7455 SW Bridgeport Rd.

Suite 205

Tigard

97224

920

Hickory Point

1145 Hickory Point Mall

1145

Forsyth

62535

3,500

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

921

Prime Outlets Orlando

4975 International Drive

C309

Orlando

32819

4,494

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

922

San Tan Village

2200 East Williams Field Road

656

Gilbert

85296

3,593

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

923

Shops at Wiregrass

28210 Paseo Drive

135

Wesley Chapel

33544

3,393

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

924

Tanger Outlets Lancaster

905 Stanley K Tanger Blvd

905

Lancaster

17602

3,910

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

925

The Outlet Shoppes at El Paso

7051 South Desert Blvd

A-167

Canutillo

79935

4,400

Horizon Group Properties Inc

PO Box 0510

Muskeegon

49443-0510

926

Ave Webb Gin

1350 Scenic Highway

412

Snellville

30078

3,467

Cousins

191 Peachtree Street NE

Suite 3600

Atlanta

30303-1740

927

Town Square Las Vegas

6611 Las Vegas Blvd South

A146

Las Vegas

89119

3,318

Turnberry Associates

19501 Biscayne Blvd.

Suite 400

Aventura

33180

929

Las Palmas Marketplace

11917 Gateway West

A-2

El Paso

79936

3,500

ADD Holdings

5823 N. Mesa

Suite 195

El Paso

79912

930

Mesa Mall

2424 US Highways 6 & 50

224

Grand Junction

81505

3,652

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

931

Tempe Marketplace

2000 East Rio Salado Parkway

I-2

Tempe

85281

�� 3,508

Vestar Development

2425 E. Camelback Road

Suite 750

Phoenix

932

Pinnacle at Turkey Creek

11311 Parkside Drive

1210

Knoxville

37934

3,267

Colonial Properties

2101 6th Ave N

Ste 750

Birmingham

35202

933

Hamburg Pavilion

2312 Sir Barton Way

190

Lexington

40509

4,000

Thomas

Fourth Quarter Properties VII

45 Ansley Drive

Newnan

30263

934

The Loop

3220 North John Young Pkwy

B-17

Kissimmee

34741

3,353

Wilder

800 Boylston Street

Suite 1300

Boston

02199

935

Prime Outlets Lee

250 Prime Outlets Blvd

E250

Lee

01238

4,382

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

936

Allen Premium Outlets

820 West Stacy Road

208

Allen

75013

4,066

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

937

The Block at Orange

20 City Blvd West

121

Orange

92868

3,400

Simon Property Group

225 W Washington St

Indianapolis

46204-3438

938

Las Vegas Outlet

7400 Las Vegas Blvd South

Las Vegas

89123

4,214

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

940

Town Center Plaza

5029 West 117th Street

3200

Leawood

66211

4,000

DDR

c/o Developers Diversified Realty

3300 Enterprise Pkwy

Beachwood

44122

941

Gateway Station

12900 South Freeway

Burleson

76028

3,225

Kimco Realty

PO Box 5678

Lutherville

21094-5678

942

Pacific View Mall

3301 East Main Street

2367

Ventura

93003

3,683

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

943

Country Club Mall

1262 Vocke Road

444

LaValle

21502

3,600

JJ Gumberg

1051 Brinton Road

Brinton Executive Center

Pittsburgh

15221

944

Midland Mall

4511 N. Midkiff Drive

F05

Midland

79705

5,672

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

945

The Shops at Highland Village

1700 Cottonwood Creek

130

Highland Village

75077

3,212

Shops at Highland Village Developers

c/o Regency Realty Group

121 West Forsyth St. STE 200

Jacksonville

32202

946

Burr Ridge Town Center

535 Willage Center Drive

350

Burr Ridge

60527

3,052

NorthMarq Real Estate Services LLC

701 Village Center Drive

Burr Ridge

60527

947

Cumberland Mall

1341 Cumberland SE

218

Atlanta

30339

3,591

General Growth

110 N Wacker Dr

Chicago

60606

948

South Park Mall

2310 SW Military Drive

202

San Antonio

78224

3,500

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

949

Colonie Center

131 Colonie Center

433

Albany

12205

3,500

Feldman

2201 E. Cameback Rd.

STE 350

Phoenix

85016

950

West County Mall

33 West County Center

1065

Des Peres

63131

4,160

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

951

Harrisburg Mall

3501 Paxton Street

J8A

Harrisburg

17111

4,596

Feldman

2201 E. Cameback Rd.

STE 350

Phoenix

85016

952

Short Pump T/C

11800 West Broad Street

2028

Richmond

23233

2,825

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

953

Prime Outlets at Pismo Beach

333 Five Cities Drive

A017

Pismo Beach

93449

3,500

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

954

Meadowood Mall

5330 Meadowood Mall

D-108

Reno

89502

4,000

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

955

Riverdale Village

12768 Riverdale Blvd

103

Coon Rapids

55448

3,333

DDR

c/o Developers Diversified Realty

3300 Enterprise Pkwy

Beachwood

44122

956

The Shops at Centerra

5971 Sky Pond Drive

C-142

Loveland

80538

3,960

Poag & McEwen

Centerra Lifestyle Center LLC

6410 Poplar Ave. Ste 850

Memphis

38119

957

Village at Stone Oak

22602 US 281 North

108

San Antonio

78259

3,405

DDR

c/o Developers Diversified Realty

3300 Enterprise Pkwy

Beachwood

44122

958

Hill Country Galleria

12700 Hill Country Blvd

S-115

Bee Cave

78738

3,727

Reit Management & Research LLC

12912 Hill Country Blvd.

Suite F-250

Bee Cave

78738

959

North Hanover Mall

1155 Carlisle Street

526

Hanover

17331

4,326

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

960

The Orchard Town Center

14697 Delaware St.

300

Westminster

80020

3,427

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

961

Sunset Mall

4001 Sunset Drive

1032

San Angelo

76904

3,587

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

962

Warwick Mall

400 Bald Hill Road

B125

Warwick

02886

5,848

Warwick Mall LLC

c/o Bliss Properties Inc.

PO Box 2513

Providence

02906-0513

963

Tanger Barstow

2796 Tanger Way Suite 345

345

Barstow

92311

4,000

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

964

Uptown Village at Cedar Hill

305 West FM 1382

508

Cedar Hill

75104

3,550

MG Herring Group

5710 LBJ Freeway

Suite 450

Dallas

75240

965

The District

11560 S. District Main Dr.

South Jordan

84047

4,000

Boyer Company

90 South 400 West

Suite 200

Salt Lake City

84101

966

Shoppes at River Crossing

5080 Riverside Drive

308

Macon

31210

3,509

General Growth

110 N Wacker Dr

Chicago

60606

967

Commons at Federal Way

1917 S. Commons Way

Federal Way

98003

3,417

Steadfast

4343 Von Karman

Ste 300

Newport Beach

92660

968

Promenade at Casa Grande

1269 N. Promenade Pkwy

101

Casa Grande

85230

3,500

WPP

WP Casa Grande Retail LLC

C/o WDP Partners 11411 N. Tatum Blvd.

Phoenix

85028

969

Avenue Forsyth

410 Peachtree Drive

4154

Cumming

30041

3,200

Cousins

191 Peachtree Street NE

Suite 3600

Atlanta

30303-1740

970

La Palmera

5488 S. Padre Island Drive

1030

Corpus Christi

78411

3,826

Padre Staples LLC

PS Mall LP d/b/a Padre Staples Mall

5488 Padre Island Drive

Corpus Christi

78411

971

Shadow Lake Towne Center

7775 Olson Drive

S-115

Papillon

68046

3,553

Red Development

One East Washington

Suite 300

Phoenix

85004

972

Pier Park

204 Bluefish Drive

G130

Panama City Beach

32413

3,599

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

973

Hamilton Town Center

13976 Town Center Blvd.

700

Noblesville

46060

3,500

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

974

Gallatin Valley Mall

2825 West Main Street

4-E1

Bozeman

59718

3,000

Gallatin Mall Group LLC

PO Box 80510

Billings

59108-0510

975

West Shore Plaza

306 Westshore Plaza

A.2

Tampa

33609

3,397

Glimcher Properties Ltd

20 S Third St

Columbus

43215

976

Chambersburg Mall

3055 Black Gap Road

630

Chambersburg

17201

3,904

Preit-Rubin

The Bellevue

200 S Broad St

Philadelphia

19102

977

Broward Mall

8000 West Broward Boulevard

1717

Plantation

33388

3,700

Westfield

11601 Wilshire Blvd, 12th Floor

Los Angeles

90025

978

Stonewood Center

251 Stonewood Street

B-43

Downey

90241

3,837

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

979

Southcenter

2626 Southcenter Mall

2826

Tukwila

98188

3,880

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

980

Pearland T/C

11200 Broadway

310

Pearland

77584

3,800

CBL & Associates

One Park Pl

6148 Lee Hwy, Ste 300

Chattanooga

37421

981

Bay Terrace

212-01 26th Ave & Bell Blvd.

212-01/05

Bayside

11360

4,140

Cord Meyer Development

111-15 Queens Boulevard

Forest Hills

11375

982

Montebello Town Center

2119 Montebello TC Drive

CU 111/112

Montebello

90640

3,232

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

983

Patriot Place

263 Patriot Place

TS J7

Foxboro

02035

3,510

Kraft Group

NPP Development LLC Gillette Stadium

One Patriot Place

Foxborough

02035

984

Streets of Brentwood

2535 Sand Creek Road

124

Brentwood

94513

3,300

Continental Real Estate Companies

150 East Broad Street

Suite 800

Columbus

43215

985

Galleria at Roseville

1151 Galleria Parkway

2265

Roseville

95678

3,500

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

986

Everett Mall

1402 SE Everett Mall Way

175

Everett

98208

3,617

Steadfast

4343 Von Karman

Ste 300

Newport Beach

92660

987

Southpark Mall

4400 Sharon Road

K15

Charlotte

28211

3,659

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

988

Dogwood Festival

106 Dogwood Blvd

G-4

Flowood

39232

4,500

Aronov Realty Management

3500 Eastern Blvd.

Montgomery

36116-1781

989

Westland Shopping Center

35000 West Warren

731

Westland

48185

3,898

Jones Lang LaSalle

200 East Randolph Drive

Chicago

60601

990

The Oaks

222 W. Hillcrest Drive

E-123

Thousand Oaks

91360

3,016

Macerich

The Oaks

225 W. Hillcrest Drive

Thousand Oaks

91360

991

Victoria Gardens

12394 Southmain Street

1130

Rancho Cucamonga

91739

3,677

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

992

Arboretum of South Barrington

100 W. Higgins Road

H-22

South Barrington

60010

3,520

Arboretum of South Barrington LLC

c/o the Jaffe Companies

400 Skokie Blvd. Suite 405

Northbrook

60062

993

Downtown Plaza

545 L Street

2039

Sacramento

95814

2,915

Westfield

11601 Wilshire Blvd, 12th Floor

Los Angeles

90025

994

Moreno Valley Mall

22500 Town Circle

1156

Moreno Valley

92553

3,610

Cushman & Wakefield of California, Inc

601 S. Figueroa Street

47th Floor

Los Angeles

90017-5752

995

Burbank Town Center

201 East Magnolia Blvd.

210

Burbank

91501

3,926

General Growth Properties

110 North Wacker Drive

Chicago

60606

996

Water Tower Place

835 North Michigan Avenue

620

Chicago

60611

4,061

General Growth

110 N Wacker Dr

Chicago

60606

997

Oklahoma Factory Shops

7628 W. Reno Ave

A130

Oklahoma

73127

4,430

Horizon Group Properties

5000 Hakes Drive

Suite 500

Muskegon

49441

999

Oakwood Center

197-33 W. Bank Expressway

1075

Gretna

70056

3,052

General Growth Properties

Oakwood Center

110 N. Wacker Drive

Chicago

60606

1010

The Meadows

20 Meadows Circle Drive

204

Lake St. Louis

63367

3,348

Davis Street Land Co.

622 Davis Street

Suite 200

Evanston

60201

1012

Ashley Park

406 Newnan Crossing Bypass

406

Newnan

30265

3,470

Thomas

Fourth Quarter Properties VII

45 Ansley Drive

Newnan

30263

1013

Aspen Grove

7301 South Sante Fe Drive

620

Littleton

80120

3,870

DDR

c/o Developers Diversified Realty

3300 Enterprise Pkwy

Beachwood

44122

1014

Eastridge Mall

601 SE Wyoming Blvd.

1176

Casper

82609

3,431

General Growth

110 N Wacker Dr

Chicago

60606

1015

Ocean City Outlets

12741 Ocean Gateway

302

Ocean City

21842

3,500

Cordish Company

601 East Pratt St.

6th Floor

Baltimore

21202

1016

Carolina Premium Outlet

1209 Industrial Park Drive

550

Smithfield

27577

4,100

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

1017

Folsom Premium Outlets

13000 Folsom Boulevard

801

Folsom

95630

3,808

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

1018

Vacaville Premium Oulet

321 Nut Tree Road

331 B

Vacaville

95687

4,500

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

1019

Village at Riverstone

2037 North Main Street

B-107

Coeur D'Alene

83814

3,524

Riverstone Center East

Village at Riverstone c/o Bryan Stone

104 South Division

Spokane

99202

1020

Greendale Mall

7 Neponset Street

W218

Worcester

01606

�� 3,805

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1021

Promenade at Chenal

17821 Chenal Parkway

D-111

Little Rock

72223

3,456

Red Development

One East Washington

Suite 300

Phoenix

85004

1022

The Shoppes at Chino Hill

13850 City Center Drive

5060

Chino Hills

91709

3,859

PM Realty Group

18201 Von Karman Avenue

Suite 200

Irvine

92612

1023

Philadelphia Premium Outlet

18 West Lightcap Road

645

Pottstown

19464

3,894

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

1024

Houston Premium Outlet

29300 Hempstead Road

701

Houston

77433

4,692

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

1025

McCain Mall

3929 McCain Blvd.

J01-FB

N. Little Rock

72116

3,393

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1026

St John's Town Center

10281 Midtown Parkway

D31

Jacksonville

32246

4,400

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1027

The Waterfront

235 West Bridge Street

Homestead

15120

3,529

DDR

c/o Developers Diversified Realty

3300 Enterprise Pkwy

Beachwood

44122

1028

Cambridgeside Galleria

100 CambridgeSide Place

E318

Cambridge

02141

5,200

NE Development

c/o UBS Realty Investors LLC

242 Trumbull Street

Hartford

06103-1212

1029

Valle Vista

2020 S. Expressway 83

B13

Harlingen

78552

4,500

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1030

Shops at Lake Havasu

5601 North State Route 95

814

Lake Havasu

86404

3,475

Wolford Development

412 Georgia Avenue

Suite 200

Chattanooga

37403-1845

1032

Simi Valley Town Center

1555 Simi Valley Town Center Way

730

Simi Valley

93065

4,083

Walton Simi Investors VI, LLC

900 N. Michigan Avenue

Suite 1900

Chicago

60611

1033

Beachwood Place

26300 Cedar Road, Suite 2160

2320

Beachwood

44122

3,019

General Growth

110 N Wacker Dr

Chicago

60606

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

1034

Northfield Square

1600 North U.S. Route 50

358A

Bourbonnais

60914

4,500

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1035

Pine Ridge Mall

4155 Yellowstone Highway

1250

Chubbuck

83202

3,117

General Growth

110 N Wacker Dr

Chicago

60606

1036

Redmond Town Center

16571 NE 74th Street

F-235

Redmond

98052

3,551

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

1038

Centralia Outlets

1322 Lum Road

1322

Centralia

98531

5,045

Prism

1145 Broadway

Suite 1300

Tacoma

98402

1039

Park Meadows

8505 Park Meadows Center Drive

2340

Lone Tree

80124

3,323

General Growth

110 N Wacker Dr

Chicago

60606

1040

Lodi Station Outlet

9911 Avon Lake Road

480

Burbank

44214

3,994

Gilad Development

5959 Topanga Canyon Blvd.

Suite 285

Woodland Hill

91367

1041

Crocker Park

254 Crocker Park Bvld.

1005

Westlake

44145

3,400

Stark Enterprises

1350 West Third Street

Cleveland

44113

1042

Premier Center

3424 Hwy 190

Mandeville

70471

5,000

Stirling Properties

109 Northpark Blvd.

Suite 300

Covington

70433

1043

Foothills Mall

7401 North La Cholla Blvd

179

Tuscon

85741

4,000

Feldman

2201 E. Cameback Rd.

STE 350

Phoenix

85016

1046

Jersey Shore Premium Outlets

One Premium Outlets Blvd

211

Tinton Falls

07753

3,500

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

1047

Tanger Outlets Washington

2200 Tanger Blvd

955

Washington

15301

5,293

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

1048

Ala Moana Center

1450 Ala Moana Blvd

3053

Honolulu

96814

4,856

General Growth

110 N Wacker Dr

Chicago

60606

1049

Cincinnati Premium Outlets

874 Premium Outlet Drive

874

Monroe

45050

3,937

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

1051

Jackson Premium Outlets

537 Monmouth Road

304

Jackson

08527

3,405

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

1052

Shops at Mission Viejo

555 Shops at Mission Viejo

740A

Mission Viejo

92691

3,852

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1053

Sunrise Mall

6041 Sunrise Mall

E15

Citrus Heights

95610

3,343

Steadfast

4343 Von Karman

Ste 300

Newport Beach

92660

1055

Animas Valley Mall

4601 East Main

385

Farmington

87402

4,007

General Growth

110 N Wacker Dr

Chicago

60606

1056

Tanger Outlets Nags Head

7100 South Croatan Hwy.

Nags Head

27959

3,308

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

1057

Windward Mall

46-056 Kamehameha Highway

M08

Kaneohe

96744

3,006

General Growth

110 N Wacker Dr

Chicago

60606

1059

Outlets at Anthem

4250 West Anthem Way

125

Phoenix

85086

4,733

Craig Realty Group - Anthem, LP

4100 Macarthur

Suite 200

Newport Beach

92660

1060

Village of Rochester Hills

160 N. Adams Road

B-162

Rochester Hills

48309

3,597

Meadowbrook Associates, LLC

350 North Old Woodward Avenue

Suite 300

Birmingham

48009

1061

The Gardens Mall

3101 PGA Blvd

N-217

Palm Beach

33410

4,118

Forbes / Cohen Florida Properties LP

100 Galleria Officentre

STE 427

Southfield

48037

1062

Peninsula Town Center

2507 McMenamin St.

G106

Hampton

23666

3,641

Steiner and Associates, Inc.

4016 Townsfair Way

Suite 201

Columbus

43219

1063

Culver City Mall

6000 Sepulveda Blvd.

Suite 2161

Culver City

90230

3,556

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

1064

34th Street

15 West 34th Street

New York

10001

5,194

15 West 34th Street, LLC

15 West 34th Street

New York

10110

1067

Dimond Center

800 E. Dimond Blvd

DC 110

Anchorage

99515

3,729

Dimond Center Holdings

800 East Dmond Blvd.

Anchorage

99515

1068

Anchorage 5th Ave

320 W. 5th Avenue

D46A

Anchorage

99501

3,305

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1069

Old Orchard

4999 Old Orchard Center, Unit K16

Skokie

60077

3,112

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

1070

Shoppes at North Brunswick

541 Shoppes Blvd

North Brunswick

08902

3,635

Stanberry

328 Civic Center Drive

Columbus

43215

1071

Outlet Shoppes at Fremont

6245 North Old 27

E090

Fremont

46737

4,026

Horizon Group Properties

5000 Hakes Drive

Suite 500

Muskegon

49441

1072

Lenox Square

3393 Peachtree Rd NE

2022A

Atlanta

30326

4,102

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1073

Wisconsin Dells Outlet

210 N. Gasser Road

391

Baraboo

53913

4,608

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

1074

Outlets at Silverthorne

125-I Stephans Way Red Village

R310

Silverthorne

80498

4,269

Craig Realty Group - Anthem, LP

4100 Macarthur

Suite 200

Newport Beach

92660

1075

The Falls

8888 SW 136th St.

170

Miami

33176

4,499

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1076

Laurel Park

37568 West 6 Mile Rd.

490

Livonia

48152

4,251

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

1077

Somerset North

2800 W. Big Beaver Road

Y307

Troy

48084

4,304

Somerset Collection Limited Partnership

100 Galleria Officentre

Suite 427

Southfield

48304

1079

The Domain

11010 Domain Dr.

V05

Austin

78757

3,691

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1080

San Francisco Center

845 Market St.

223

San Francisco

94103

�� 4,181

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

1081

Pearl Ridge Mall

98-1005 Moanalua Rd.

158

Honolulu

96701

2,849

BRE/Pearlridge LLC

180 East Broad Street

21st Floor

Columbus

43215

1082

Harlem Irving Plaza

4154 E. North Harlem Ave.

146

Norridge

60706

3,409

Harlem Irving LLC

c/o The Harlem Irving Properties

4104 North Harlem Avenue

Norridge

60706

1083

Washington Square Mall

9677 SW Washington Square Rd

C-05

Portland

97223

4,131

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

1084

Marketplace at Augusta

2 Stephen King Drive

B260

Augusta

04330

3,508

WS Development

1330 Boylston Street

Chestnut Hill

02467

1085

Alamance Crossing

1050 Piper Lane

Burlington

27215

3,974

CBL & Assoc. Mgmt.

CBL Center Suite 500

2030 Hamilton Place Blvd.

Chattanooga

37421

1086

Florida Keys Outlet Center

250 East Palm Dr.

210

Florida City

33034

3,482

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1087

Westfarms Mall

148 Westfarms Mall

F108

Farmington

06032

4,002

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

1088

Westland Mall

1685 W. 49th St

1116

Hialeah

33012

3,238

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

1089

Citadel Outlets

100 Citadel Dr.

650

Commerce

90040

4,009

Craig Realty Group

1500 Quail Street

Suite 100

Newport Beach

92660

1090

Town Center at Boca Raton

6000 West Glades Road, Suite #1035

1035

Boca Raton

33431

3,785

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

1091

Mercer Mall

261 Mercer Mall Rd.

640&645

Bluefield

24605

4,281

Regional Malls LLC

PO Box 1127

Henderson

42419

1092

Perimeter Mall

4400 Ashford Dunwoody Road

1695

Atlanta

30346

3,756

General Growth

110 N Wacker Dr

Chicago

60606

1093

Fulton Street

472-474 Fulton St.

Brooklyn

11201

18,224

474 Fulton Owner LLC

500 FIfth Avenue

54th Floor

New York

10110

1095

Gilroy Premium Outlets

8375 Arroyo Circle

A054

Gilroy

95020

3,922

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

1096

Tanger Outlets Tuscola

D400 Tuscola Blvd. Box 4045

A11

Tuscola

61953

3,508

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

1097

Bellevue Square

230 Bellevue Square

238

Bellevue

98004

3,270

Bellevue Square LLC

PO Box 908

Bellevue

98009

1098

The Shops at Grand River

6200 Grand River Blvd. East

424

Birmingham

35094

4,000

Leeds Retail Center LLC

3660 Grandview Parkway

Suite100

Birmingham

35243

1100

The Mall at Green Hills

2126 Abbott Martin Road

190

Nashville

37215

3,620

Davis Street Land Co.

622 Davis Street

Suite 200

Evanston

60201

1101

North Riverside Park

7501 Cermak Road

North Riverside

60546

3,351

The Feil Organization

370 7th Avenue

#618

New York

10001

1102

Promenade at Temecula

40820 Winchester Rd.

2330

Temecula

92591

3,433

Forest City Enterprises

50 Public Square

Suite 1160

Cleveland

44113

1103

Tanger Outlets Blowing Rock

200 Shoppes on the Parkway Rd

Blowing Rock

28605

3,540

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

1104

Southland Mall

20505 S. Dixie Highway

1155

Cutler Bay

33189

3,660

Gumberg Asset Mgmt. Corp.

3200 North Federal Highway

Ft. Lauderdale

33306

1105

Fashion Outlets of Santa Fe

8380 Cerillos Rd

448

Santa Fe

87505

4,036

Talisman Companies

4000 Ponce de Leon Blvd.

Suite 420

Coral Gables

33146

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

1515

Times Square

1515 Broadway

New York

10032

18,877

1515 Broadway Fee Owner LLC

420 Lexington Avenue

New York

10170

PS Stores

3211

Willowbrook Mall

1444 Willowbrook Mall

1380

Wayne

07470

3,088

General Growth Properties

110 North Wacker Drive

Chicago

60606

3212

Palisades Center

3700 Palasades Center Dr.

C303

West Nyack

10994

3,500

Pyramid

Palisades Center

3213

Staten Island Mall

2655 Richmond Avenue

247A

Staten Island

10314

2,661

General Growth

110 N Wacker Dr

Chicago

60606

3214

Danbury Fair Mall

7 Backus Avenue

B-209

Danbury

06810

3,022

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

3215

The Shops at the Las Americas

4141 Camino De La Plaza

474

San Ysidro

92173

4,475

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

3216

Freehold Raceway Mall

3710 Route 9

C-230

Freehold

07728

3,481

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

3217

Shoppes at North Brunswick

541 Shoppes Blvd.

North Brunswick

08902

2,597

Stanberry

328 Civic Center Drive

Columbus

43215

3218

Promenade at Sagemore

500 Route 73 South

A23

Marlton

08053

3,078

Sagemore Management Company LLC

6000 Sagemore Drive

6301

Marlton

08053

3219

Woodbridge Center

250 Woodbridge Center Drive

2302

Woodbridge

07095

3,094

General Growth Properties

110 North Wacker Drive

Chicago

60606

3220

Cherry Hill Mall

2000 Rt. 38

1415

Cherry Hill

08002

3,283

PREIT Rubin

Cherry Hill Mall

3221

Bridgewater Commons

400 Commons Way

3290

Bridgewater

08807

3,300

General Growth Properties

110 North Wacker Drive

Chicago

60606

3222

Mall of America

118 North Garden

N118

Bloomington

55425

4,056

MOAC Mall Holdings LLC

60 East Broadway

Bloomington

55425-5550

3223

Queens Center

90-15 Queens Boulevard

1068

Elmhurst

11373

3,842

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

3224

Manhattan Mall

100 West 33rd Street

160

New York

10001

3,296

Vornado

210 Route 4 East

Paramus

07652

3225

Mall of Louisiana

6401 Bluebonnet

1040

Baton Rouge

70836

2,735

General Growth

110 N Wacker Dr

Chicago

60606

3226

Prime Outlets at San Marcos

3939 IH-35 South

308A

San Marcos

78666

4,164

Prime Retail, L.P.

217 E. Redwood St.

20th FL

Baltimore

21202

3227

Lehigh Valley Mall

173 Lehigh Valley Mall

1086

Whithall

18052

2,887

Kravco

The Atrium - 234 Mall Blvd

PO Box 1528

King of Prussia

19406

3228

Cross County Mall

8 Xavier Dr

5150

Yonkers

10704

3,355

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

3229

Westfarms Mall

112 Westfarms Mall

H124

Farmington

06032

3,347

Taubman

200 East Long Lake Road

PO Box 200

Bloomfield Hills

48303-0200

3230

Christiana Mall

740 Christina Mall

1150

Newark

19702

2,878

General Growth

110 N Wacker Dr

Chicago

60606

3231

Hanes Mall

3320 Silas Creek Pkwy

AL104

Winston-Salem

27103

3,517

CBL & Associates

Hanes Mall

3232

Park City Center

220 Park City Center

C0220

Lancaster

17601

3,796

General Growth

110 N Wacker Dr

Chicago

60606

3233

Riverchase Galleria

3000 Riverchase Galleria

164

Birmingham

35244

3,055

General Growth

110 N Wacker Dr

Chicago

60606

3234

Poughkeepsie Galleria

2001 South Rd.

D108

Poughkeepsie

12601

3,296

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

3235

Willow Grove Park

2500 W. Moreland Rd.

1033

Willow Grove

19090

3,625

PREIT

200 South Broad Street

The Bellevue, 3rd Floor

Philadelphia

19102

3236

North Point Mall

1000 North Point Circle

2168

Alpharetta

30022

3,351

General Growth

110 N Wacker Dr

Chicago

60606

3237

Carousel Center

1 Carousel Center Dr.

F212

Syracuse

13290

3,241

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

3238

Deptford Mall

300 North Almonession Road

1151

Depford

08096

3,300

Macerich

401 Wilshire Blvd.

Suite 700

Santa Monica

90407

3239

Walden Galleria

D208 Galleria Dr.

D208

Cheektowaga

14225

3,009

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

3240

Parks at Arlington

3811 S. Cooper

1034

Arlington

76015

3,490

General Growth

110 N Wacker Dr

Chicago

60606

3241

Crossgates Mall

120 Washington Ave. Extension

D206A

Albany

12203

3,284

Pyramid

The Clinton Exchange

4 Clinton Sq

Syracuse

13202

3242

Rockaway Townsquare

301 Mt. Hope Ave.

1034A

Rockaway

07866

2,897

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3243

Baybrook Mall

136 Baybrook Mall

Friendswood

77546

3,478

General Growth

110 N Wacker Dr

Chicago

60606

3244

South Shore Mall

250 Granite Street

2050

Braintree

02184

3,178

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3245

Roosevelt Field

Old Country Road

1044A

Garden City

11530

3,052

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3246

Paramus Park Mall

700 Paramus Park

1040

Paramus

07652

3,788

General Growth

110 N Wacker Dr

Chicago

60606

3247

Newport Centre

30-262 Mall Drive West

B07

Jersey City

07307

3,798

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3248

Rio Grande Premium Outlet

9501 Arlington Expressway

801/813

Mercedes

78570

3,676

Chelsea Property Group

105 Eisenhower Parkway

Roseland

07068

3249

Jersey Gardens

651 Kapkowski Road

2074

Elizabeth

07201

4,298

Glimcher

Jersey Gardens

150 East Gay Street

Columbus

43215

3250

Grapevine Mills

3000 Grapevine Mills Parkway

526

Grapevine

76051

4,355

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3251

Mall of Georgia

3333 Buford Drive

1031

Buford

30519

3,322

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3252

Burlington

75 Middlesex Turnpike

1089

Burlington

01803

3,269

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3253

Tanger Outlets Rehoboth Beach

36470 Seaside Outlet Drive

1440

Rehoboth Beach

19971

2,867

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

3254

Locust Grove

1000 Tanger Drive

405

Locust Grove

30248

3,001

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

3255

Tanger Outlet Riverhead

1770 West Main Street

1214

Riverhead

11901

3,004

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

3256

The Outlet Shoppes at El Paso

7051 South Desert Blvd

E544

El Paso

79935

4,000

Horizon Group Properties

5000 Hakes Drive

Suite 500

Muskegon

49441

3257

Garden State Plaza

355 State Highway #17 South

1219A

Paramus

07652

3,300

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

3258

Florida Mall

8001 South Orange Blossom Trail

854

Orlando

32809

3,024

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3259

Warwick Mall

400 Bald Hill Road

E13

Warwick

02886

2,965

Warwick Mall LLC

c/o Bliss Properties Inc.

PO Box 2513

Providence

02906-0513

3262

Concord Mills

8111 Concord Mills Boulevard

699

Concord

28027

3,002

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3264

Prime Outlet Orlando

4973 International Dr.

3F19

Orlando

32819

3,929

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3265

Franklin Mills

1455 Franklin Mills Circle

227

Philadelphia

19154

3,652

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3267

Tanger Outlet Myrtle Beach

4635 Factory Stores Blvd

Myrtle Beach

29579

3,005

Tanger Properties, L.P.

3200 Northline Avenue

Suite 360

Greensboro

27408

3268

White Marsh

8200 Perry Hall Boulevard

215

White Marsh

21236

3,315

General Growth

110 N Wacker Dr

Chicago

60606

3270

Westland Mall

1685 W. 49th Street

1456

Haileah

33012

3,150

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

3271

Pembroke Lakes Mall

11401 Pines Blvd

834

Pembroke Pines

33026

3,009

General Growth

110 N Wacker Dr

Chicago

60606

3272

Carolina Place

11025 Carolina Place Parkway

D-1

Charlotte

28134

2,933

General Growth

110 N Wacker Dr

Chicago

60606

3273

Four Seasons Town Center

1100 Four Seasons Town Centre

146

Greensboro

27427

3,500

General Growth

110 N Wacker Dr

Chicago

60606

Location

Name

Address

Space

City

Zip

SQFT

Company

Address1

Address2

City

State

Zip

Code

3274

Valley Hills Mall

1960 Hwy 70 SE

156

Hickory

28602

2,798

General Growth

110 N Wacker Dr

Chicago

60606

3275

Sunrise Mall

100 Sunrise Mall

1100

Massapequa

11758

3,500

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

3276

Sunland Park Mall

750 Sunland Park Drive

E10A

El Paso

79912

3,424

Simon Property Group

225 W Washington St

Inidanapolis

46204-3438

3277

Cielo Vista

8401 Gateway Blvd

C05A

El Paso

79925

2,873

Simon Property Group (Texas)

C/O Simon Property Group

225 W. Washington St.

Indianapolis

46204

3282

Plaza Bonita

3030 Plaza Bonita Road

2304

National City

91950

3,077

Westfield

11601 Wilshire Blvd

12th Fl

Los Angeles

90025

Corporate & Warehouse locations

100004

East Coast Distribution Center

2 Brick Plant Road

South River

08882

315,000

LIT-Northend LLC

c/o ING Clarion Ptnrs

2100 McKinney Ave, STE 700

Dallas

75201

100014

Wayne Office

201 Willowbrook Blvd,, 7th Floor

Wayne

07470

40,000

Willowbrook Center LLC

201 Willowbrook Blvd

Wayne

7470

101004

West Coast Distribution Center

950 North Barrington Avenue

Ontario

91764

359,996

ProLogis

2817 E. Cedar Street

Suite 200

Ontairo

91761

200014

NYC Office

112 West 34 th St., 22nd Floor

New York

10120

88,760

Helmsley Spear

60 East 42nd Street

New York

10017

Exhibit 4.6 to

The Third Amended and Restated

Loan and Security Agreement

Encumbrances

Debtor Name:	State	Level	Secured Party	File Date	File Number
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	1/3/07	70016856
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	2/15/07	70608736
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	7/2/07	72496072
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	9/19/07	73541892
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	10/24/07	74028519
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	10/26/07	20074868666
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	2/4/08	20080416741
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	2/19/08	20080604858
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	6/2/08	20081877396
Aeropostale, Inc.	DE	SOS	General Electric Capital Corp.	7/28/08	20082574992
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	9/15/08	20083119383
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	9/29/08	20083298047
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	12/19/08	20084231187
Aeropostale, Inc.	DE	SOS	Key Equipment Finance Inc.	5/1/09	20091390282
Aeropostale, Inc.	DE	SOS	General Electric Capital Corp.	5/4/09	20091402830
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	8/12/09	20092594643
Aeropostale, Inc.	DE	SOS	Pearland Town Center Limited Partnership/CBL & Associates Limited Partnership	8/17/09	20092636964
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	8/19/09	20092666268
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	9/8/09	20092880331
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	10/5/09	20093187785
Aeropostale, Inc.	DE	SOS	Pom-College Station, LLC	10/12/09	20093276844
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	4/1/10	20101125339
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	4/13/10	20101282007
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	7/1/10	20102314551
Aeropostale, Inc.	DE	SOS	IBM Credit LLC	7/19/10	20102507550

1370259.2

Exhibit 4.7 to

The Third Amended and Restated

Loan and Security Agreement

Indebtedness

None.

Exhibit 4.8 to

The Third Amended and Restated

Loan and Security Agreement

Insurance Policies

(See attached).

Period:

August 01,2011 to August 01,2012

July 27, 2011

AEROPOSTALE INC

Sold Proposal

Cover Page

PROPOSAL DATE: July 27, 2011

NAMED INSURED:AEROPOSTALE INC

PROGRAM EFFECTIVE DATE: From August 01, 2011 to August 01, 2012

RATING PLAN(S)

The following rating plan formulas apply for your insurance program:

Loss RESPONSIVE RATING PLAN(S)

Deductible Plan Computation Formula

Deductible Plan Losses + Deductible Plan Claims Handling Reimbursement Charges + Florida Workers Compensation & Employers Liability Deductible Plan Claims Handling Charges + Applicable Premium Tax = Deductible Plan Charges

plus

Loss Reimbursement Plan Computation Formula (Hawaii Workers Compensation only)

Loss Reimbursement Plan Losses + Loss Reimbursement Plan Claims Handling Reimbursement Charges = Loss Reimbursement Plan Charges

plus

Retrospective Plan Computation Formula

Retrospective Plan Incurred Losses + Retrospective Plan Claims Handling Charges + Retrospective Plan Basic Premium including Premium Tax = Retrospective Plan Premium

subject to a

Maximum Loss Content Formula(s)

Maximum Loss Content Rate x Exposure Base, but in no event less than the Minimum Maximum Loss Content Amount shown in the Maximum Loss Content and Minimum Program Cost part of the Cover Page

and a

Minimum Program Cost Formula

Flat Charge, but in no event less than the sum of the minimum amounts shown in other parts of the Cover Page or the Minimum Program Cost whichever is greater.

Page 1

AEROPOSTALE INC

Sold Proposal

How we charge for the medical cost containment expense component of ALAE is set forth in the Medical Cost Containment Expense Component of ALAEs Exhibit attached to this Proposal and incorporated herein by reference.

NON-LOSS RESPONSIVE RATING PLAN

Non-Loss Responsive Premium Formula (other than Guaranteed Cost Policies):

Non-Loss Responsive Rate(s) x Corresponding Exposure Base(s), but in no event less than any stated Minimum Non-Loss Responsive Premium shown in the Non-Loss Responsive Premiums part of the Cover Page

Miscellaneous Charges are exclusive of, and in addition to, your Rating Plans.

Your premium and premium tax amounts will include any residual market charges which may be assessed by the various states.

AMOUNTS RETAINED BY YOU

The following retentions apply:

Deductible Plan Amount(s)
Workers Compensation & Employers Liability Loss including ALAE
	$	*

Loss Reimbursement Plan Amount
Workers Compensation & Employers Liability Loss including ALAE
	$	*

Retrospective Plan Loss Limitation(s)
Workers Compensation & Employers Liability Loss including ALAE
	$	*

Workers Compensation and Employers Liability Losses including Allocated Loss Adjustment Expenses (ALAE) arising out of a single accident shall be limited to the amount indicated above. For Occupational Disease Claims, this limitation shall apply to each employee.

EXPENSES	Minimum Amount		Estimated Amount
Basic Premium	$	*	$	*

* Per * of Audited Total WC Payroll Excluding Monopolistic States

Payroll			$	*

Total Expenses included in the Installment Schedule

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 2

AEROPOSTALE INC

Sold Proposal

CLAIM HANDLING CHARGES	Basis	Rate

Deductible Plan Claims Handling Reimbursement Changes
Workers Compensation & Employers Liability other than Florida
Files Designated CM	Per Claim	$	*
Files Designated CB	Per Claim	$	*
Florida Workers Compensation & Employers Liability
Deductible Plan Claims Handling Charges
Files Designated CM	Per Claim	$	*
Files Designated CB	Per Claim	$	*
Loss Reimbursement Plan Claims Handling Reimbursement Charges
Workers Compensation & Employers Liability
Files Designated CM	Per Claim	$	*
Files Designated CB	Per Claim	$	*
Retrospective Plan Claims Handling Charges
Workers Compensation & Employers Liability
Files Designated CM	Per Claim	$	*
Files Designated CB	Per Claim	$	*

The Per Claim Charges are lifetime charges. The Per Claim Charges are multiplied by the applicable Claim Count beginning on the commencement date and according to the billing basis and billing frequency noted in the Key Dates part of this Cover Page.

CM and CB Claims are defined in the Definition of Workers Compensation Medical Only ("CM") and ("CB") Claims Exhibit attached hereto and incorporated herein by reference.

NON-LOSS RESPONSIVE PREMIUM	Minimum Amount		Estimated Amount
**Workers Compensation Deductible Premium	$	*	$	*
Per of Audited Total WC Payroll Excluding Monopolistic States Payroll (Excluding Hawaii)
Loss Reimbursement Plan Premium	$	*	$	*
* Per * of Audited Hawaii Only WC Payroll
Workers Compensation Premium (Other Than WC Deductible Premium)	$	*	$	*
Per of Audited Total WC Payroll Excluding Monopolistic States Payroll
Total Estimated Non-Loss Responsive Premium			$	*

""Includes Florida non-risk bearing expenses

PREMIUM TAX RATES

*Premium Taxes are included in your Non-Loss Responsive Premiums and Retrospective Plan Basic Premium.

**Applicable to Florida

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 3

AEROPOSTALE INC

Sold Proposal

Your premium tax amounts will include any residual market charges which may be assessed by the various states.

MAXIMUM LOSS CONTENT AND MINIMUM PROGRAM COST
	Amount
Your Loss Responsive Rating Plan is subject to the following maximum and minimums:

Estimated Maximum Loss Content Amount	$	*
Minimum Maximum Loss Content Amount	$	*
Rating Plan Components Subject to Maximum Loss Content:
WC Deductible Plan Losses

WC Retrospective Plan Losses

WC Loss Reimbursement Plan Losses

Maximum Loss Content Rate: * Per * of Audited Total WC Payroll Excluding Monopolistic States Payroll

Estimated Minimum Program Cost Amount
Rating Plan Components Subject to the Minimum Program Cost:	$	*
Basic Premium

Workers Compensation Deductible Premium

Worker's Compensation Premium (other than WC Deductible Premium)
Loss Reimbursement Plan Premium

Minimum Program Cost Rate: Fiat Charge

All other rating plan components are NOT subject to the Maximum Loss Content or the Minimum Program Cost.

MISCELLANEOUS CHARGES - SURCHARGES AND ASSESSMENTS	Deposit/Estimated

	Amount

Estimated and/or Deposit Assessments - Refer to Miscellaneous Charges Exhibit	$	*
Estimated and/or Deposit Surcharges - Refer to Miscellaneous Charges Exhibit	$	*
Miscellaneous Charges - Surcharges and Assessments included in the Installment Schedule:	$	*

LOSS FUNDS	Amount

Deductible Plan Deposit
Amount Required for ALL Policy Years (Historical and Current)	$	*
Currently Holding for Historical Policy Years	$	*
Additional or (Return) Amount Due	$	*
Total Loss Funds Due or (Return)	$	*

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 4

AEROPOSTALE INC

Sold Proposal

INSTALLMENT SCHEDULE	Amount Due

Payments Begin: August 01, 2011

Rating Plan Obligations:

	$	*

Payable with * down and 9 equal installments of *, beginning August 01, 2011 and the 1st day of each succeeding month thereafter.

Surcharges and Assessments:
	$	*


Payable with down and 9 equal installments of , beginning August 01, 2011 and the 1st day of each succeeding month thereafter.

Installments Payment: Remit to Agent/Broker

Paid Loss Payment: Remit to Travelers

Plan Adjustment Payment: Remit to Agent/Broker

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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KEY DATES	Commencement	Billing

	Date	Frequency	Billing Basis

Deductible Plan
Deductible Plan Losses	August 01,2011	Monthly	Paid

Deductible Plan Claims Handling Reimbursement Charges

Workers Compensation	August 01,2011	Monthly	Claim Count

Loss Reimbursement Plan
Loss Reimbursement Plan Losses	August 01,2011	Monthly	Paid

Loss Reimbursement Plan Claims Handling Reimbursement Charges

Workers Compensation	August 01,2011	Monthly	Claim Count

Retrospective Plan

Retrospective Plan Claims Handling Charges
Workers Compensation	August 01,2011	Monthly	Claim Count

Retrospective Plan Premium Adjustment	February 01, 2013	Annually

Non-Loss Responsive Premium(s) Non- Loss Responsive Premium(s) Adjustment
	February 01, 2013	Annually	As per Non-Loss Responsive Premium part of the Cover Page

Miscellaneous Charges	As of February	Annually	See Misc Chrgs
Assessments/Surcharges	01, 2013		Exhibit

•

Paid Basis means the amount of each loss actually paid within your plan layer. Claim Count is the actual number of claims within your plan layer.

As per the Retrospective Plan Formula set forth in the Rating Plan(s) part of the Cover Page.

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IN CONSIDERATION OF OUR OFFERING A DEDUCTIBLE PLAN AND LOSS REIMBURSEMENT PLAN TO YOU AS PART OF THE LOSS RESPONSIVE RATING PLAN COMPONENT OF OUR PROPOSAL, YOU REPRESENT TO US, AS PART OF YOUR ACCEPTANCE OF OUR PROPOSAL, THAT YOU WILL REIMBURSE US FOR DEDUCTIBLE PLAN AND LOSS REIMBURSEMENT PLAN LOSSES, ALLOCATED LOSS ADJUSTMENT EXPENSES, DEDUCTIBLE PLAN AND LOSS REIMBURSEMENT PLAN CLAIMS HANDLING REIMBURSEMENT CHARGES, DEDUCTIBLE PLAN AND LOSS REIMBURSEMENT PLAN ADMINISTRATIVE EXPENSE REIMBURSEMENT AMOUNTS, APPLICABLE PREMIUM TAXES (IF ANY) AND ANY OTHER DEDUCTIBLE PLAN AND LOSS REIMBURSEMENT PLAN CHARGES IN ACCORDANCE WITH THE TERMS OF THIS PROPOSAL AND THAT YOU WILL COLLATERALIZE YOUR REIMBURSEMENT OBLIGATION USING COLLATERAL ACCEPTABLE TO US IN FORM, CONTENT, ISSUER AND AMOUNT. YOU UNDERSTAND AND AGREE THAT THIS REPRESENTATION TO US BY YOU CONSTITUTES A MATERIAL REPRESENTATION AND THAT YOUR WILLINGNESS TO PROVIDE US WITH THIS REPRESENTATION IS A MAJOR REASON WHY WE ARE OFFERING YOU A DEDUCTIBLE PLAN AND LOSS REIMBURSEMENT PLAN AS PART OF OUR PROPOSAL.

COLLATERAL REQUIREMENT

	Cash Collateral

Amount Required for All Policy Years	$	*
Currently Holding	$	*
Additional or (Return) Amount Due	$	*

Collateral Schedule

Amount Due August 01, 2011	$	*
Amount Due November 01, 2011	$	*
Amount Due February 01, 2012	$	*
Amount Due May 01, 2012	$	*

With respect to any form of Collateral other than any Letter of Credit we are currently holding, should your insurance program with us be cancelled or non-renewed, we may at our sole option require you to substitute as Collateral a Letter of Credit satisfactory to us in form, content, issuer and amount for the full amount of such Collateral.

You shall provide such Letter of Credit within fifteen (15) days after your receipt of our notice of the need for any such change in Collateral.

We and you agree that prior to a default we may deplete the cash Collateral and apply such funds against your WC Deductible Plan, WC Loss Reimbursement Plan and WC Retrospective Plan Obligations. If we require additional cash Collateral and you fail to deliver such additional cash Collateral, we may stop depleting the cash Collateral we hold and bill you for any Obligations. Such actions shall in no way affect the continuing validity of our security interest in the remaining cash Collateral.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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CASH COLLATERAL ADJUSTMENT

The amount of cash Collateral held for this Policy year will be adjusted, subject to the Collateral and Remedies Section of the Agreement, pursuant to the formula set forth below.

Cash Collateral = [(Incurred Deductible Losses + Incurred Loss Reimbursement Plan Losses + Retrospective Plan Incurred Losses) X Loss Development Factor] — [Deductible Losses + Loss Reimbursement Plan Losses + Retrospective Plan Paid Losses]

Losses referenced in the formula are valued as of the Adjustment Dates noted below. The Loss Development Factors referenced in the formula above are also set forth below.

Workers Compensation and Employers Liability

Adjustment Date	LDF
As of 02/01/13	*
As of 02/01/14	*
As of 02/01/15	*
As of 02/01/16	*
As of 02/01/17	*
As of 02/01/18	*
As of 02/01/19 and annually thereafter	*

We will immediately adjust the amount of additional cash Collateral we require pursuant to the formula if, at any time between the scheduled dates referenced above, the amount of cash Collateral we are holding falls below $100,000, and you shall deliver to us such additional cash Collateral as set forth in the Collateral and Remedies Section of the Agreement.

In addition, we may require of you at any other time between adjustments an increase in the amount of cash Collateral we hold, or in the amount of any Letters of Credit we take as a substitute for the cash Collateral. The amount of the increase will be determined by us in the good faith exercise of our business judgment. Within fifteen (15) days after we have given you written notice of such an increase in cash Collateral, you will deliver to us the additional cash or increase in the amount of the Letters of Credit as is acceptable to us.

SUBSTITUTION OF COLLATERAL

WITH RESPECT TO THE CASH COLLATERAL:

Subject to your payment of an Administrative Fee as set forth below, you may substitute at any time for the cash Collateral a Letter of Credit (in addition to any other Letter of Credit we may be holding to secure your Obligations to us) which complies with the terms of the Agreement.

Administrative Fee = * X Cash Collateral Balance at Substitution Date

Total Cash Collateral Paid By You

The Administrative Fee generated by this formula is a fee for the Agreement for this program effective date only. Should a Letter of Credit be substituted for the cash Collateral at any time, a Total Administrative Fee will be assessed to you. This Total Administrative Fee will be the sum of your Administrative Fees for all Agreements for all program years.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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Cover Page

ESTIMATED EXPOSURES	Estimated Exposure Amount
EXPOSURES APPLICABLE TO OTHER THAN GUARANTEED COST POLICIES:

WC Payroll Deductible Plan States (Excluding HI)
	$	*
AK, AL, AR, CA, CO, CT, DE, FL, GA, IA, ID, IL, IN, KS, KY, LA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NH, NJ, NM, NV, NY, OK, PA, RI, SC, SD, TN, TX, UT, VA, VT, WV
WC Payroll Loss Reimbursement Plan State
	$	*
HI
WC Payroll Retrospective Plan States
	$	*
AZ, MA, OR, WI
Total WC Payroll Excluding Monopolistic States
	$	*
WC Payroll Deductible Plan Monopolistic States
	$	*
ND, OH, PR, WA, WY
Total WC Payroll Including Monopolistic States	$	*

EXHIBITS

Definition of Workers Compensation Medical Only ("CM") and ("CB") Claims Exhibit

Fraud Statement

Medical Cost Containment Expense Component of ALAEs Exhibit

Miscellaneous Charges Exhibit

Special Account Claim Services Exhibit

Coverage Overview Exhibit

Terrorism Exhibit

IMPORTANT NOTICE REGARDING COMPENSATION DISCLOSURE

For information about how Travelers compensates independent agents, brokers, or other insurance producers, please visit this website:

http://www.travelers.com/w3c/legal/Producer Compensation Disclosure.html

If you prefer, you can call the following toll-free number: 1-866-904-8348. Or you can write to us at Travelers, Enterprise Development, One Tower Square, Hartford, CT 06183.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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Definition of Workers Compensation Medical Only ("CM") and ("CB") Claims Exhibit

Workers Compensation Claims are categorized as CM or CB. To assist you in distinguishing the two categories of Claims, Travelers offers the following definitions of each Claim.

A 'CM' loss designator denotes a Workers Compensation Claim which involves medical treatment only, no 24 hour voice-to-voice contact is necessary with the injured employee, employer or provider of medical services and in which:

There is no issue requiring investigation for compensability, offsets or subrogation.

Lost work days do not exceed the applicable statutory waiting period but may involve a return to work under modified duty for a period of less than 90 days.

There are no payments or reserves for categories other than medical or expense.

No reserve advisory or status reports, customer meetings or pre-settlement concurrence review are requested.

Injury does not require medical treatment beyond 180 days.

Anticipated medical treatment is less than or equal to *.

Injured employee is not represented by an attorney.

There are no issues of causal relationship or excessive medical treatment.

No issues of permanency or scarring are involved.

A 'CB' loss designator denotes a Workers Compensation Claim that does not fall within any of the above criteria for a CM designator, provided that the Travelers Claim Unit Manager may, in the good faith exercise of his or her Claim handling judgment, classify a Claim as either a 'CB' or a 'CM', if he or she believes that the Claim can be handled as he or she has classified it, without compromising the effectiveness of the Claim handling.

These definitions may change to conform with our claim department classifications.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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Fraud Statement

Certain States request that we provide you with a Fraud Statement. Please read the statement applicable to the state of your address on the Policies. If that state and/or Line of Business are not listed, please read the statement applicable to All Other States.

ARKANSAS, LOUISIANA, NEW MEXICO, VERMONT AND WEST VIRGINIA: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

CALIFORNIA: Auto: Any person who knowingly makes an application for motor vehicle insurance coverage containing any statement that the applicant resides or is domiciled in this state when, in fact, that applicant resides or is domiciled in a state other than this state, is subject to criminal and civil penalties. Other Than Auto: The "All Other States" statement applies to lines of business other than auto.

COLORADO: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies.

DISTRICT OF COLUMBIA: WARNING: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant.

FLORIDA: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information is guilty of a felony of the third degree.

HAWAII: For your protection, Hawaii law requires you to be informed that presenting a fraudulent claim for payment of a loss or benefit is a crime punishable by fines or imprisonment, or both.

KENTUCKY: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime.

MAINE, TENNESSEE, VIRGINIA AND WASHINGTON: It is a crime to knowingly provide false, incomplete, or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines, and denial of insurance benefits.

MARYLAND: Any person who knowingly and willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly and willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

MASSACHUSETTS: Auto: If you or someone else on your behalf gives us false, deceptive, misleading, or incomplete information that increases our risk of loss, we may refuse to pay claims under any or all of the Optional Insurance Parts and we may cancel your Policy. Such information includes the description and the place of garaging of the vehicle(s) to be insured, the names of operators required to be listed and the answers to questions in this application about all listed operators. Check to make certain that you have correctly listed all operators and the completeness of their previous driving records. The Merit Rating Board may verify the accuracy of the previous driving records of all listed operators, including that of the applicant for this insurance. Other Than Auto: The "Kentucky" statement applies to lines of business other than auto.

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Fraud Statement

NEW JERSEY: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.

NEW YORK: Auto: Any person who knowingly and with intent to defraud any insurance company or other person files an application for commercial insurance or a statement of claim for any commercial or personal insurance benefits containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, and any person who in connection with such application or claim, knowingly makes or knowingly assists, abets, solicits or conspires with another to make a false report of the theft, destruction, damage or conversion of any motor vehicle to a law enforcement agency, the Department of Motor Vehicles or an insurance company, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the value of the subject motor vehicle or stated claim for each violation. Other Than Auto: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation.

OHIO: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

OKLAHOMA: WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance Policy containing any false, incomplete or misleading information is guilty of a felony.

OREGON: Any person who knowingly and with intent to defraud or solicit another to defraud an insurer: (1) by submitting an application, or (2) by filing a claim containing a false statement as to any material fact, may be violating state law.

PENNSYLVANIA: Auto: Any person who knowingly and with intent to injure or defraud any insurer files an application or claim containing any false, incomplete or misleading information shall, upon conviction, be subject to imprisonment for up to seven years and payment of a fine of up to $15,000. Other Than Auto: The "Kentucky" statement applies to lines of business other than auto.

PUERTO RICO: Any person who knowingly and with the intent to defraud, presents false information in an insurance request form, or who presents, helps or has presented a fraudulent claim for the payment of a loss or other benefit, or presents more than one claim for the same damage or loss, will incur a felony, and upon conviction will be penalized for each violation with a fine of no less than five thousands dollars ($5,000) nor more than ten thousands dollars ($10,000); or imprisonment for a fixed term of three (3) years, or both penalties. If aggravated circumstances prevail, the fixed established imprisonment may be increased to a maximum of five (5) years; if attenuating circumstances prevail, it may be reduced to a minimum of two (2) years.

UTAH: Any person who knowingly presents false or fraudulent underwriting information, files or causes to be filed a false or fraudulent claim for disability compensation or medical benefits, or submits a false or fraudulent report or billing for health care fees or other professional services is guilty of a crime and may be subject to fines and confinement in state prison.

ALL OTHER STATES: Any person who knowingly and with intent to defraud any insurance company or another person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime and subjects the person to criminal and civil penalties.

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Medical Cost Containment Expense Component of ALAEs Exhibit

Your pricing structure consists of the following components, which apply to Claims with a date of accident beginning with the Program Effective Date set forth on the Cover Page:

1.a.	There is a * charge applied to any Savings resulting from the following medical bill repricing,pharmacy bill repricing and hospital bill audit activity:

Application of Preferred Provider Network discounts to physicians' bills, hospital bills and pharmacy bills

Repricing as a result of negotiation of out-of-network physicians' bills, pharmacy bills and hospital bills

Repricing of medical bills, pharmacy bills and hospital bills by reviewing the bills and applying state rules/edits and proprietary rules/edits

Repricing of medical bills, pharmacy bills and hospital bills by manual bill review by our medical review team

Repricing to any applicable state-mandated schedule.

b.	Savings realized from medical bill, pharmacy bill and hospital bill review to which the 27% charge is not applied are:

Savings realized from the detection and elimination of duplicate bills

Savings achieved by the Claim case manager, i.e. bills containing unrelated/unauthorized treatment

Savings achieved by the medical case manager, i.e. bills containing unapproved medical treatment

Savings realized from the elimination of non-compensable bills.

For purposes of this Exhibit, the term "Savings" shall refer to the difference between the amount billed by physician, hospital, pharmacy and other medical providers and the amount we ultimately paid. We adhere to state-mandated fee schedules and/or usual and customary pricing for certain procedures, may contract with preferred provider networks which have contractual arrangements with certain of those providers to perform certain procedures at pre-determined rates (which may be below fee schedule), and may utilize other fee negotiation resources we determine are necessary and appropriate to determine the amount that we should pay on any given medical bill.

2.	The * charge will be capped at * per bill and is charged to the Claim file as an Allocated

Loss Adjustment Expense, unless we are required by state law to charge it to the Claim file as a different component of the applicable rating plan. The * per bill cap applies to bills with a date of service beginning with the Program Effective Date set forth on the Cover Page.

3.	Certain items are still charged separately to the Claim file as Allocated Loss Adjustment Expenses.

These items include but are not limited to:

Utilization Review [pre-certification and concurrent review] services charged on a per activity basis

Independent medical examinations*

Second opinions by a physician*

Chiropractic reviews

Physician advisor programs.

*unless ordered by an industrial board or state equivalent, in which case it is treated as Medical.

4.	Allocated Loss Adjustment Expenses (or ALAE(s)) are defined in the body of the Agreement. This Exhibit does not amend that definition; it simply sets forth the pricing structure for certain component parts of that definition.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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Miscellaneous Charges Exhibit

1. Workers Compensation Assessments Applicable to the following States:

State	Fund	Assessment Basis	Estimated Rate	Line of Insurance	Estimated Assessment Deposit
DC	Dept. Labor Spec Fnd/Admn Fund	Unlimited Paid Losses (Excluding ALAE)	*	WC	*
GA	Second Injury Fund	Unlimited Paid Losses (Excluding ALAE)	*	WC	*
KS	Admin. Fund/WC Fund	Unlimited Paid Losses (Excluding ALAE)	*	WC	*
SC	Second Injury Fund	Unlimited Paid Losses (Excluding ALAE)	*	WC	*

Notes Applicable to 1. Above:

i.	These Assessments apply to all Paid Losses and to Deductible Plan Losses.

ii.

These Assessments will be levied on the basis of unlimited Paid Losses and Deductible Plan Losses (excluding ALAE) for D.C. and the States of Georgia, Kansas, and South Carolina. We have, however, agreed that the maximum Assessment amount that we will charge you on any one loss will be *. This is a cap on the amount of the Assessment that we will charge you for any one loss. It is not a cap on the loss amount used to calculate the Assessment, nor is it a cap on the total Assessment amount which you owe for all losses.

iii.

For each of these states, we will collect a deposit amount which is calculated by multiplying the estimated rates displayed in 1. above times our estimate of your Paid Losses and Deductible Plan Losses paid at eighteen (18) months after Policy inception for the indicated Assessment basis noted above.

iv.	As of eighteen (18) months after the effective dates of the Policies, and annually thereafter, we will adjust the amounts which you owe for the Assessments:

Actual Assessment rates of loss, as promulgated by these states, will be applied to your Paid Losses and Deductible Plan Losses in the same manner and for time periods corresponding to the Assessment periods to which the actual state rates apply.

For Paid Loss and Deductible Plan Loss Assessment periods for which the actual Assessment rate(s) has not yet been determined by the state(s) as of the time of our first eighteen (18) months and/or subsequent annual adjustment, we will apply the latest known rate(s) to arrive at an estimated Assessment amount for that period. At the time of the next adjustment, this estimated rate will be replaced by the actual rate applicable to that Assessment period, and we will recompute the Assessment amount for that period.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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Miscellaneous Charges Exhibit

2. Surcharges

State	Fund	Surcharge Basis	Rate	Line of Insurance	Estimated Surcharge Liability
AK	Insurance Guaranty Fund(AIGA)	Written Premium**	*	WC	*
CA	User Tax	Modified Tariff Premium	*	WC	*
CA	Fraud Assessment	Modified Tariff Premium	*	WC	*
CA	Subsequent Injury Fund	Modified Tariff Premium	*	WC	*
CA	Insurance Guaranty Fund(CIGA)	Written Premium**	*	WC	*
CA	CIGA All Other	Written Premium	*	GL	*
CA	Uninsured Ernpl. Fund	Modified Tariff Premium	*	WC	*
CA	OSHA Fund Surcharge	Modified Tariff Premium	*	WC	*
CA	LECF Surcharge	Modified Tariff Premium	*	WC	*
CT	Admin. Fund	Incurred Losses@ *	*	WC	*
CT	Second Injury Fund	Modified Tariff Premium	*	WC	*
DC	Second Injury Fund	Written Premium**	*	WC	*
FL	Cat Fund Emergency Assessment	Written Premium	*	AL	*
FL	Cat Fund Emergency Assessment	Written Premium	*	APD	*
FL	Cat Fund Emergency Assessment	Written Premium	*	GL	*
FL	Guar Fund Surcharge	Written Premium	*	GL	*
FL	Guar Fund Emerg Surch	Written Premium	*	GL	*
FL	2007 Guar Fund	Written Premium	*	GL	*
FL	2008 FL Guaranty Fund	Written Premium	*	GL	*
GA	Insolvency Pool Surcharge	Written Premium**	*	WC	*
IA	Second Injury Fund (IASIFS)	Written Premium**	*	WC	*
IL	Industrial Commission Op Fund	Written Premium**	*	WC	*
IN	Second Injury Fund	Written Premium**	*	WC	*
KY	Special Fund	Modified Tariff Premium	*	WC	*
KY	Premium Surcharge	Written Premium	*	AL	*
KY	Premium Surcharge	Written Premium	*	APD	*
KY	Premium Surcharge	Written Premium	*	GL	*
MA	Special/Trust Fund	Modified Tariff Premium*	*	WC	*
ME	Fresh Start Surcharge	Modified Tariff Premium	*	WC	*
ME	Board Funds	Modified Tariff Premium	*	WC	*
ME	Supplemental Benefits	Modified Tariff Premium	*	WC	*

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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Miscellaneous Charges Exhibit

MN	Special Fund	Modified Tariff Premium	*	WC	*
MN	WCRA Assessment	Modified Tariff Premium	*	WC	*
MO	Second Injury Fund (MOSIFS)	Modified Tariff Premium	*	WC	*
MO	Administrative Surcharge	Modified Tariff Premium less Written Premium**	*	WC	*
MT	Subsequent Injury Fund	Modified Tariff Premium	*	WC	*
MT	Regulatory Assessment	Modified Tariff Premium	*	WC	*
NJ	Second Injury Fund (NJSIFS)	Modified Tariff Premium	*	WC	*
NJ	Guaranty Assn.	Written Premium	*	AL	*
NJ	Guaranty Assn.	Written Premium	*	APD	*
NJ	Guaranty Assn.	Written Premium	*	GL	*
NJ	Uninsured Empl. Fund	Modified Tariff Premium	*	WC	*
NY	Enforcement Fee	Number of Vehicles	*	AL	*
NY	NY Boards Funds Surcharge	Modified Tariff Premium	*	WC	*
NY	NY Security Fund	Written Premium** plus NY Boards Funds Surcharge	*	WC	*
OR	Admin. Fund	Written Premium	*	WC	*
OR	Guar. Fund Recoupment	Written Premium	*	AL	*
OR	Guar. Fund Recoupment	Written Premium	*	APD	*
OR	Guar. Fund Recoupment	Written Premium	*	GL	*
OR	Guar. Fund Recoupment	Written Premium	*	WC	*
PA	Supersedeas/2nd Inj/Admin Fund	Modified Tariff Premium	*	WC	*
TX	TX Auto Theft Prevention Auth.	Number of Vehicles	*	AL	*
VT	Admin. Fund	Written Premium**	*	WC	*
WV	Surcharge	Written Premium	*	AL	*
WV	Surcharge	Written Premium	*	APD	*
WV	Surcharge	Written Premium	*	GL	*
WV	Surcharge	Written Premium	*	WC	*
WV	Regulatory Surcharge	Modified Tariff Premium	*	WC	*
WV	WC Debt Reduction Surcharge	Modified Tariff Premium	*	WC	*

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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Miscellaneous Charges Exhibit

3. Assessments - Other than those Assessments which are listed in 1. above

State	Fund	Assessment Basis	Rate	Line of Insurance	Estimated Assessment Liability
AL	DIA Fund	Incurred Losses@ *	*	WC	*
AR	WC Comm Fund et al	Modified Tariff Premium	*	WC	*
CO	Various	Modified Tariff Premium	*	WC	*
FL	Admin. Fund	Modified Tariff Premium	*	WC	*
FL	Guaranty Fund	Modified Tariff Premium	*	WC	*
ID	Industrial Admin. Fund	Modified Tariff Premium	*	WC	*
MI	Various	Modified Tariff Premium	*	WC	*
MI	Catastrophic Claims Assn. Asst	Written Premium	*	AL	*
NE	2nd Injury & Voc. Rehab.	Incurred Losses@ *	*	WC	*
NJ	Unsatisfied Claim Judgmt. Fund	Written Premium	*	AL	*
NM	Uninsured Empl. Fund	Incurred Losses@ *	*	WC	*
RI	Admin. FundNVC Fund	Modified Tariff Premium	*	WC	*
TX	Maint. Tax/Guaranty Fund	Modified Tariff Premium	*	WC	*
US	USL&H Second Injury Fund	Incurred Losses@ *	*	WC	*

Notes Applicable to 2. and 3. Preceding:

Those Surcharges and Assessments which are levied on the basis of Incurred Loss are calculated based on a loss limit of *. This means that the Assessment or Surcharge is based on the first * of each loss. A charge has been made in the Assessment or Surcharge rate for the loss limitation and the rates for Assessments include the applicable state premium tax rate. Further, with respect to Surcharge and Assessment Basis, # means all Incurred Losses and Deductible Plan Losses are included.

ii.	For those Surcharges and Assessments which are levied on the basis of premium, the following definitions shall apply:

Massachusetts: Modified Tariff Premium excluding ARAP (All Risks Adjustment Program) and before application of premium discount and deductible credit.

For Deductible Plan Policies in these states, Written Premium means Modified Discounted Tariff Premium after application of deductible credit.

***

NewYork: For retrospectively rated Policies, the NY Compensation Insurance Rating Board specifies that the premium basis for retro must include the implied premium discount determined on the basis of standard premium. (Rating Board Bulletin R.C. 1960)

iii.	For the purpose of calculating your surcharge and assessment liability, Modified Tariff Premium shall mean manual premium after application of experience modification, but prior to application of any deductible credit.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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Miscellaneous Charges Exhibit

iv.	For the purpose of calculating your surcharge and assessment liability, Modified Discounted Tariff Premium shall mean manual premium after application of experience modification and premium discount, but prior to application of any deductible credit.

v.	For the purpose of calculating your surcharge and assessment liability , Written Premium shall mean earned loss responsive premium plus Non-Loss Responsive Premium.

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Special Account Claim Services Exhibit

Travelers Claim Services are designed with the goal of providing you with consistent, high quality claim service. You may report claims by using our 1-800 telephone claim number, available 24 by 7 by 365. You may also report using our Internet claim reporting facility. Acknowledgements of claims and closing notices will be automatically mailed.

CAE Assignment

A Claim Account Executive (CAE) will coordinate, meet with you, and assist in your dealings with Travelers Claim Department.

Confirmation of Special Account Claim Services

With acceptance of our proposal, your CAE will confirm the following services in a SAC (Special Account Claim) Letter. We plan to advise you of the following.

Workers Compensation Claim Alerts	Sent to	Charge

Reserve Advisory with Rationale at $25,000	SAC Contacts	Included

Additional Claim Alerts due to:	SAC Contacts	Included
Controverted Claim

Fatality

Catastrophic Injury

Return to Work cannot be accommodated
Actual Return to Work

In addition to the Workers Compensation Claim Alerts above we plan to advise you of the following.

Advisory Events	Line of Insurance	Level	Method

Hearing Notification	Workers Compensation	All	e-Mail

Proposed Settlement	Workers Compensation	* or more	e-Mail
Suit Acknowledgement	Workers Compensation	All	e-Mail
Surveillance Assignment	Workers Compensation	All	e-Mail

For the term of this proposal we plan to hold one (1) Claim File Review(s) for Open Claims with an incurred value of $25,000 or more at our designated regional site. If more Claim File Reviews are requested we will charge for additional meetings using the following rates.

Claim File Reviews	Location	Additional

National Claim File Review - Open Claims with an incurred value of * or more.	At our designated regional site	* per meeting
Local Claim Office File Review with Our Claim Staff during the Policy Period.	Telephonic	* per day.
Local Claim Office File Review with Our Claim Staff during the Policy Period.	Our Office	* per day.
Local Claim Office File Review with Our Claim Staff during the Policy Period.	Your Location	* per day.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 19

AEROPOSTALE INC

Special Account Claim Services Exhibit

Service Term / Additional Services

This proposal applies to the claim services described herein for claims which are open, opened, or reopened during the policy period to which this proposal applies.

Any services or guidelines you request that are in addition to the services or guidelines referenced in this proposal may be subject to an additional charge to which the parties must agree in order for any such additional services or guidelines to be made a part of this proposal.

Any variations or additions to the service levels referenced above will NOT (subject to applicable law) be provided beyond the expiration of the policy period to which this proposal applies, unless the parties agree to an additional charge for us to continue to provide these services.

Continuation of Special Account Claim Services

In the event you become insured by another carrier, or in the event the claim services which are the subject of this proposal are provided by an entity other than us your Special Account Claim Services will convert to the service levels referenced below.

Claim File Reviews	National Claim File Review — Open Claims with an incurred value of 1 Annually * or more.	At Our Regional Office

Workers	Reserve Advisory and Large Indemnity Payments at *	Sent to SAC Contacts

Compensation Claim	Controverted Claims

Alerts	Fatality

	Catastrophic Injury	All Lines by e-mail

	Initial Reserve or Reserve Change and
Advisory Events
	Proposed Settlement

	Level will be set at * or current SAC level whichever is higher.
Advisory Events
	Other Advisory events	All Lines by e-mail

	Hearing Notification

	Suit Acknowledgement
	Surveillance Assignment

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 20

Aeropostale, Inc.

Coverage Overview Exhibit

THE FOLLOWING OUTLINES THE COVERAGE FORMS, LIMITS OF INSURANCE, POLICY ENDORSEMENTS AND OTHER TERMS AND CONDITIONS PROVIDED IN THIS PROPOSAL/QUOTE. ANY POLICY COVERAGES, LIMITS OF INSURANCE, POLICY ENDORSEMENTS, COVERAGE SPECIFICATIONS, OR OTHER TERMS AND CONDITIONS THAT YOU HAVE REQUESTED THAT ARE NOT INCLUDED IN THIS PROPOSAL/QUOTE HAVE NOT BEEN AGREED TO BY TRAVELERS. PLEASE REVIEW THIS PROPOSAL/QUOTE CAREFULLY AND IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR TRAVELERS REPRESENTATIVE.

WORKERS COMPENSATION / EMPLOYERS LIABILITY

NATIONAL COUNCIL STANDARD FORMS

1992 Form

Applicable in all states covered by the policy.

POLICY DECLARATIONS

Item 1.	Named Insured: As per Schedules or *	*

Item 3.A.	States of: AK, AL, AR, CA, CO, CT, DE, DC, FL, GA, HI, ID, IL, IN, IA, KS, KY, LA, ME, MD, MI, MN, MS, MO, MT, NE, NV, NH, NJ, NM, NY, NC, OK, PA, RI, SC, SD, TN, TX, UT, VT, VA, WV

Item 3.C.	All Other States Except ND, OH, WA, WY

LIMITS

Part I	Statutory

Part II	Bodily Injury by Accident	*	Each Accident

	Bodily Injury by Disease	*	Policy Limit

	Bodily Injury by Disease	*	Each Employee

ENDORSEMENTS

♦	Catastrophe (other than Certified Acts of Terrorism)	*

♦	Employer's Liability Coverage	*

		*
		*

♦	Employers Liability Limits of Liability	*

♦	Federal Terrorism Risk Insurance Act Disclosure	*

		*
		*
		*
		*
		*
		*
		*

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 21

Aeropostale, Inc.

Coverage Overview Exhibit

¨	Foreign Reimbursement and Repatriation Expense	*
	Schedule	*
		*

Designated Employees:
			outside of the United States.
All employees of the named insured while working
Designated WC Law:

State of hire

Location and Description of Operations:
Anywhere in the World			Each Accident
			Policy Limit
Employer's Liability Limits

Bodily Injury by Accident:			Each Employee
	$	*
0
Bodily Injury by Disease:			Each Accident
	$	*	Policy Limit
0
Bodily Injury by Disease:			Each Employee
	$	*

Foreign Reimbursement

Bodily Injury by Accident:	$	*
Bodily Injury by Disease:	$	*
Bodily Injury by Disease:	$	*
Repatriation Expense	$	*

	Notice of Cancellation	*

	NINETY (90) DAYS	*

		Notification of Change in Ownership	*

		Voluntary Compensation and Employer's Liability	*

		Schedule	*

	Employees:
	All Employees not subject to the Workers' Compensation Law.* State — All States except NJ, ND, OH, WA, WI and WY*.
	Designated WC Law:
		*
	"STATE OF HIRE"	*

	¨ Waiver of Our Right to Recover
		*

		Schedule

	Designated Person:/Designated Organization:
	Any person or organization for which the named insured has agreed by written contract executed prior to loss to furnish this waiver

The policies will also include any retrospective rating endorsements and/or deductible endorsements and all state-mandated endorsements as applicable.

The policies when issued will, without notice, replace and supersede this and all other correspondence which documents the insurance coverage referenced herein.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 22

Aeropostale, Inc.

Coverage Overview Exhibit

THIS PROPOSAL/QUOTE DOES NOT AMEND, OR OTHERWISE AFFECT, THE PROVISIONS OF COVERAGE OF ANY RESULTING INSURANCE POLICY ISSUED BY TRAVELERS. IT IS NOT A REPRESENTATION THAT COVERAGE DOES OR DOES NOT EXIST FOR ANY PARTICULAR CLAIM OR LOSS UNDER ANY SUCH POLICY. COVERAGE DEPENDS ON THE APPLICABLE PROVISIONS OF THE ACTUAL POLICY ISSUED, THE FACTS AND CIRCUMSTANCES INVOLVED IN THE CLAIM OR LOSS AND ANY APPLICABLE LAW.

Coverage Overview Edition — 3/14/11

Page 23

AEROPOSTALE INC

Terrorism Exhibit

Terrorism Risk Insurance Act of 2002 Disclosure

On December 26, 2007, the President of the United States signed into law amendments to the Terrorism Risk Insurance Act of 2002 (the "Act"), which, among other things, extend the Act and expand its scope. The Act establishes a program under which the Federal Government may partially reimburse "Insured Losses" (as defined in the Act) caused by "acts of terrorism". An "act of terrorism" is defined in Section 102(1) of the Act to mean any act that is certified by the Secretary of the Treasury — in concurrence with the Secretary of State and the Attorney General of the United States — to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

The federal government's share of compensation for Insured Losses is 85% of the amount of Insured Losses in excess of each Insurer's statutorily established deductible, subject to the "Program Trigger", (as defined in the Act). In no event, however, will the federal government or any Insurer be required to pay any portion of the amount of aggregate Insured Losses occurring in any one year that exceeds $100,000,000,000, provided that such Insurer has met its deductible. If aggregate Insured Losses exceed $100,000,000,000 in any one year, your coverage may therefore be reduced.

The charge for Insured Losses is included in the total premium for each coverage indicated in this Proposal. The charge that has been included for each coverage is indicated below and does not include any charges for the portion of losses covered by the federal government under the Act.

Coverage

Included Charge For Insured Losses

Workers' Compensation

Exposures in states other than Alaska, Florida and North Carolina: * of the total Workers Compensation premium. Deductible and guaranteed cost Policies (if any) will be subject to any applicable adjustments or audits. For retrospective Policies (if any), the charge will be a flat charge which is charged at policy inception, not subject to any retrospective premium adjustments or audits.

Exposures in Alaska, Florida and North Carolina: The rate used to develop your premium is * per * of state remuneration.

Note: The foregoing rates are subject to change at any

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 24

CONFIRMATION OF INSURANCE

DATE:	07/26/11
		ISSUING OFFICE:
ASSURED:
	Aeropostale, Inc	J. Smith Lanier & Co.
	201 Willowbrook Blvd.	11330 Lakefield Dr. #100
	Wayne, NJ 07470	Duluth, GA 30097

This is confirmation that we have arranged with underwriters the insurance or policy changes described below. We suggest that you review this notice to make certain we have followed your instructions accurately.

INSURORS:	Hanover Insurance Company	PERIOD: 08/01/11 to 08/01/12

POLICY #’S:	*	RISK: Auto Policy

AUTOMOBILE	LIMITS

Combined Bodily Injury & Property Damage Liability	$	*
Uninsured/Underinsured Motorist Protection	$	*
Personal Injury Protection	Statutory
Medical Payments	$	*
Comprehensive	$	*
Collision	$	*
Hired & Non-Owned Liability	$	*
Hired Car Physical Damage	$	*
Comprehensive	$	*
Collision	$	*

1)	Coverage will be provided using the most recent edition of *, and currently approved State forms.

2)	Composite rated.

3)	Annual premium *

4)	90 Days Notice of Cancellation/Non-Renewal/Change in Terms.

The coverage represented by this confirmation is subject to the terms, conditions and limitations of the policies in current use by the insuror named above.

This confirmation may be canceled by you, the insured, b giving notice to the insuror when thereafter the cancellation shall be effective. The coverage may be canceled by the insuror by notice to the insured in accordance with policy conditions. Otherwise this confirmation will terminate when replaced by a policy. If this confirmation is not replaced by a policy, the insuror is entitled to charge the premium for the coverage according to the Rules and Rates in use by the insuror.


		J. SMITH LANIER & COMPANY

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

CONFIRMATION OF INSURANCE

DATE:	07/26/11
		ISSUING OFFICE:
ASSURED:
	Aeropostale, Inc	J. Smith Lanier & Co.
	201 Willowbrook Blvd.	11330 Lakefield Dr. #100
	Wayne, NJ 07470	Duluth, GA 30097

INSURORS:	Affiliated FM	PERIOD: 08-01-11 to 08-01-12

POLICY #:	TBD	RISK: Property-Canada

PROPERTY

All risk of physical loss subject to the terms and conditions of the proposal with the following coverages:

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

Retail Stores Canada as per schedule on file	$	*	(per store)
(except as noted below)
(SOV Final 04-11)

Distribution Warehouse: 1050 Iron Street, Etobicoke, ON	$	*	(Stock & Supplies)

See Affiliated quote for additional coverages.

Premium: * (Canadian $)

The coverage represented by this confirmation is subject to the terms, conditions and limitations of the policies in current use by the insuror named above.


		J. SMITH LANIER & COMPANY

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

CONFIRMATION OF INSURANCE

DATE:	07/26/11
		ISSUING OFFICE:
ASSURED:
	Aeropostale, Inc	J. Smith Lanier & Co.
	201 Willowbrook Blvd.	11330 Lakefield Dr. #100
	Wayne, NJ 07470	Duluth, GA 30097

INSURORS:	Aviva Insurance Company of Canada	PERIOD: 08/01/11 to 08/01/12

POLICY #’S:	TBD	RISK: Canadian Auto Policy

AUTOMOBILE	LIMITS

Combined Bodily Injury & Property Damage Liability	$	*
Uninsured/Underinsured Motorist Protection	$	*
Personal Injury Protection	Statutory
Comprehensive	$	*
Collision	$	*


4 vehicles (Ontario)
1 vehicle (Alberta)
1 vehicle (New Brunswick)
1 vehicle (B.C.) – Excess over IBCB policy.

Premium: * (Canadian $’s)

The coverage represented by this confirmation is subject to the terms, conditions and limitations of the policies in current use by the insuror named above.


		J. SMITH LANIER & COMPANY

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

CONFIRMATION OF INSURANCE

DATE:	07/26/11
		ISSUING OFFICE:
ASSURED:
	Aeropostale, Inc	J. Smith Lanier & Co.
	201 Willowbrook Blvd.	11330 Lakefield Dr. #100
	Wayne, NJ 07470	Duluth, GA 30097

INSURORS:	ACE USA	PERIOD: 8-01-11 to 8-01-12
POLICY #’S:	TBD	RISK: Canadian General Liability

GENERAL LIABILITY	LIMITS

General Aggregate	$	*
Personal & Advertising Injury	$	*
Each Occurrence	$	*
Damages to Premises Rented to You	$	*
Medical Expense	$	*
Employee Benefits Liability	$	*
Employers Non-Owned & Hired Liability	$	*
Hired Car Physical Damage	$	*
Medical Payments	$	*	/*
Executive Assistance Services (incl repatriation)	$	*
Contingent Employers Liability – each accident	$	*
- each employee	$	*
- policy limit	$	*
Accidental Death & Dismemberment	$	*	each employee
	$	*	aggregate

The coverage represented by this confirmation is subject to the terms, conditions and limitations of the policies in current use by the insurer named above.

This confirmation may be canceled by you, the insured, b giving notice to the insurer when thereafter the cancellation shall be effective. The coverage may be canceled by the insurer by notice to the insured in accordance with policy conditions. Otherwise this confirmation will terminate when replaced by a policy. If this confirmation is not replaced by a policy, the insurer is entitled to charge the premium for the coverage according to the Rules and Rates in use by the insurer.


		J. SMITH LANIER & COMPANY

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

KIDNAP & EXTORTION COVERAGE:

Limits	Causes of Loss
* Each loss no annual aggregate	Extortion/Ransom Moneys Payment
* Each loss no annual aggregate	In transit Extortion/Ransom Moneys Loss
* Each loss no annual aggregate	Kidnap and Extortion Expenses
* Each loss no annual aggregate	Legal Costs
* Each loss no annual aggregate	Detention Expenses
* Sub-limit Each life	Medical Death or Dismemberment
* Sub-limit Each loss	Medical Death or Dismemberment
* Each loss no annual aggregate	Incident Response

All Officers, Directors and Employees of the Named Insured

Endorsements:

Broad Named Insured

Additional Insureds – Broad Form Vendors

Notice of Occurrance

Trade or Economic Sanctions Endorsement

90 Day Notice Cancellation or Non-Renewal

Exclusions:

Asbestos & Asbestos Containing Materials & Products

Silica or Silica – Related Dust

War & Terrorism

Designated Professional Services: All Services

Premium: * (+ tax) (based on 62 stores)

The coverage represented by this confirmation is subject to the terms, conditions and limitations of the policies in current use by the insurer named above.


		J. SMITH LANIER & COMPANY

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

ASPEN XS

A FOLLOW FORM EXCESS POLICY

DECLARATIONS

NOTICE: DEPENDING ON THE TERMS AND CONDITIONS OF THE FOLLOWED POLICY, THE COVERAGE UNDER THIS POLICY MAY BE LIMITED TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. UNLESS THIS POLICY IS ENDORSED OTHERWISE, THE LIMIT OF LIABILITY AVAILABLE TO PAY DAMAGES OR SETTLEMENTS SHALL BE REDUCED AND MAY BE EXHAUSTED BY THE PAYMENT OF DEFENSE COSTS AND/OR CLAIM EXPENSES WHICH ARE PART OF AND NOT IN ADDITION TO THE LIMIT OF LIABILITY. PLEASE READ AND REVIEW THIS POLICY AND THE FOLLOWED POLICY CAREFULLY.

Issued by: Aspen Specialty Insurance Company (hereinafter "Insurer")	Policy Number: *

Item 1. Named Insured and Address:	Item 2. Policy Period:
Aeropostale, Inc.	From 12:01 AM on: May 15, 2011 (the "Inception Date")
201 Willowbrook Blvd	To 12:01 AM on: May 15, 2012 (the "Expiration Date")
Wayne, NJ 07470	(Both dates local time at the address shown in Item 1)

Item 3. Limits of Liability	Item 4. Premium: *
* per claim	TRIA Premium: No additional premium
* in the aggregate

Item 5. Underlying Policies:

A.	Followed Policy Insurer Executive Risk Indemnity, Inc	Followed Policy Insurer *	Followed Policy Limit *	FollowedPolicy Period 5/15/2011 - 5/15/2012
B.	Underlying Policy Insurer(s)	Underlying Policy Number(s)	Underlying Limits	Underlying Policy Period(s)
	AXIS Insurance Company	*	* *	5/15/2011 — 5/15/2012

Item 6.

Notice of claim reporting:

Aspen Specialty Insurance Company Management Liability Division

600 Atlantic Avenue

Boston, MA 02210-2286

Attn: Claims Department

Email:AMPclaims@aspenspecialty.com

All other notices to the Insurer:

Aspen Specialty Insurance Company Management Liability Division

600 Atlantic Avenue

Boston, MA 02210-2286

Toll Free: 1-877-245-3510

Item7.

Endorsements Attached at Inception Date of Policy:

● General Service of Suit

The Named Insured will be the sole agent and will act on behalf of all Insureds for the purpose of giving any notices, including for cancellation of this Policy, for the payment of premium and receipt of any return premium, for the payment of the deductible or retention, or for the exercising of or the declining to exercise any rights under this Policy.

IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its President and Secretary and countersigned where required by law on the Declarations page by it's duly Authorized representative.

/s/ William Murray	/s/ Andrew Noga
President	Secretary

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

/s/ illegible
		July 5, 2011
Authorized Representative Date		Date

NEW JERSEY

This Insurance is Issued Pursuant to the New Jersey Surplus Lines Law.

Surplus Lines Broker:AmWins Brokerage of New Jersey, Inc.

Surplus Lines No.: *

Surplus Lines Transaction No.: *

"This policy is wr.ttlen by a surplus lines insurer and is not subject to the filing of approval requirements of the New Jersey Department of Banking and Insurance. Such a policy may contain conditions, limitations, exclusions, and different terms than a policy issued by an insurer granted a Certificate of Authority by the New Jersey Department of Banking and Insurance. The insurer has been approved by the Department as an eligible surplus lines insurer, but the policy is not coveted by the New Jersey Insurance. Guaranty Fund, and only a policy of medical malpractice liability insurance as defined in N.J.S,A. 17;30D-3d or a policy of property insurance CON',:thi owner•occupicd dwellings of less than four dwelling units are covacd by the Nov Josq Surplus Lines Guaranty Fund."

		THIS INSURANCE IS
		ISSUED PURSUANT TO THE
		NJ SURPLUS LINES LAW
		TRANSACTION it: 611.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 2 of 3

ASPEN XS

A FOLLOW FORM EXCESS POLICY

In consideration of the payment of the premium, and in reliance upon the Application and any other materials submitted to the Insurer, the Named Insured on behalf of all Insureds and the Insurer, agree as follows:

I. INSURING AGREEMENT: Subject to its terms, conditions and endorsements, this Policy shall provide the Insureds with insurance excess of the Underlying Limits in accordance with the same terms, conditions, definitions, exclusions and limitations of the Followed Policy as they existed on the inception date of this Policy.

II. DEFINITIONS

A.	Application shall have the same meaning given to such term in the Followed Policy.

B.	Drop Down Insurer means an insurer of a policy of insurance that is specifically excess of this Policy, which according to its terms and conditions, pays covered loss that is not paid by the Underlying Policies. This Policy does not follow the terms and conditions of any Drop Down Insurer's policy.

C.	Followed Policy means the policy referenced in Item 5. A of the Declarations.

D.	Insured(s) means the Named Insured and those individuals and/or entities insured under the Followed Policy.

E.	Named Insured means the entity referenced in Item 1. of the Declarations.

F.	Policy Period means the period of time stated in Item 2. of the Declarations, subject to any earlier cancellation date.

G.	Underlying Limits means the aggregate sum of all the Limits of Liability of the Underlying Policies, plus the uninsured retention or deductible under the Followed Policy.

H.	Underlying Policies means the policies referenced in Item 5. A and 5. B of the Declarations.

III. LIMITS OF LIABILITY AND MAINTENANCE OF UNDERLYING INSURANCE: The Limits of Liability referenced in Item 3. of the Declarations are the limits of the Insurer's liability for all covered claims and/or losses in excess of the Underlying Limits. Liability shall attach to the Insurer only after the insurers of the Underlying Policies, the Drop Down Insurers and/or the Insureds shall have paid covered loss in an amount equal to the full amount of the Underlying Limits. In the event of the exhaustion of all the Underlying Limits due to payments thereunder and upon satisfaction of any applicable retention, this Policy shall continue in force as primary insurance. The Insurer shall remain excess of the amount of the Underlying Limits and shall not drop down for any reason including, but not limited to: (1) non-payment to any extent of the Underlying Limits; (2) the existence of a sub-limit of liability in any Underlying Policies (unless specifically endorsed hereon); or (3) any Underlying Policies containing terms and conditions different from the Followed Policy. If the Followed Policy provides coverage that is subject to a sub-limit of liability, then unless this Policy is endorsed otherwise, this Policy shall not apply to any claim that is subject to such sub-limit, however, any such coverage paid by the insurers of the Underlying Policies shall be recognized solely for the purposes of eroding the Underlying Limits.

The Named Insured shall maintain the Underlying Policies in full force and effect throughout the Policy Period, except for any reduction or exhaustion of the aggregate limits of the Underlying Policies by reason of payment of any claim and/or loss as provided in such policies. If the Underlying Policies are not so maintained, the Insurer shall not be liable under this Policy to a greater extent than it would have been had such Underlying Policies been so maintained. The risk of collection of any Underlying Limits, including due to reasons of the financial distress of an insurer issuing an Underlying Policy, is expressly retained by the Insureds.

IV. DEFENSE, SETTLEMENT AND CONDITIONS: The Insurer shall have the same rights, privileges and protections afforded to the insurers of the Followed Policy in accordance with such policy's terms and conditions. The Insurer shall also have the right, but not the obligation, to effectively associate with the Insureds in the investigation, settlement or defense of any claim and/or loss that is reasonably likely to involve the Limits of Liability of this Policy. The Insureds shall provide the Insurer with such information, assistance and cooperation as the Insurer may reasonably request and shall not do anything, after a claim has been made against an Insured, that prejudices the Insurer's position or potential rights of recovery.

The Insureds shall give the Insurer notice of any claims and/or loss in the same manner and at the same time as required by the terms and conditions of the Followed Policy and shall be provided to the Insurer's address referenced in Item 6. of the Declarations. Notice to an insurer of any of the Underlying Policies is not notice to the Insurer. No amendment to the Underlying Policies shall be effective in broadening the coverage afforded by this Policy, changing the Named Insured's name or address, or modifying the premium of this Policy unless the Insurer agrees so in writing.

Page 3 of 3

GENERAL SERVICE OF SUIT ENDORSEMENT

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT

CAREFULLY.

Pursuant to any statute of any state or district of the United States of America which makes provision therefore, the insurer hereby designates the Commissioner, Superintendent or Director of Insurance or other officer specified for that purpose in the statute, and his or her successors in office, and duly authorized deputies in the state where this policy is issued, as the insurer's true and lawful attorney for service of legal process in action, suit or proceeding brought in the state where this policy is issued by or on behalf of an insured or beneficiary against the insurer arising out of the insurance issued under this policy.

The Company's registered forwarding address for purposes of receiving service from the Commissioner, Superintendent or Director of Insurance or other officer in each state shall be: Aspen Specialty Insurance Management, Inc., c/o General Counsel, 175 Capital Blvd., Rocky Hill, CT 06067; (860) 760-7758; Questions can be directed to: Compliance@aspenspecialty.com. In addition, please note state-specific instructions as follows:

In Arizona, service must be made on the Commissioner of Insurance, but a copy of any service of legal process should also be delivered or forwarded (for informational purposes only) to: Mr. John Rohwer, John Rohwer & Company, P.O. Box 2229, Phoenix, AZ 85002 or Gail Flock do CT Corporation System, 2394 East Camelback Road, Phoenix, AZ 85016.

In California, any service of legal process may also be delivered or forwarded to: Jere Keprios do CT Corporation, 818 West Seventh Street, Los Angeles, CA 90017.

In Colorado, any service of legal process may also be delivered or forwarded to: Christen Vinnola do The Corporation Company, 1675 Broadway, Suite 1200, Denver, CO 80202.

In Georgia, service must be made on the Commissioner of Insurance, but a copy of such service should also be delivered or forwarded (for informational purposes only) to: Dale W. Morris c/c CT Corporation System, 1201 Peachtree Street, NE, Atlanta, GA 30361.

In Hawaii, any service of legal process may also be delivered or forwarded to: Ronald V. Grant do CT Corporation Company, Inc. 900 Fort Street Mall, Suite 1800 Honolulu, HI 96813.

In Louisiana, any service of legal process may also be delivered or forwarded to: Lisa Uttech do CT Corporation Regional System, 5615 Corporate Blvd Suite 400B, Baton Rouge, LA 70808.

In Maine, service must be made on the Commissioner of Insurance, but a copy of such filing should also be delivered or forwarded (for informational purposes only) to: Peter B. Webster c/o CT Corporation System, 81 West Main Street, Yarmouth, ME 04096.

In Michigan, service of legal process may only be made on the Insurance Commissioner, but a copy of such filing should also be sent (for reference only) to: General Counsel, Aspen Insurance U.K. Limited c/o Aspen Specialty Insurance Management, Inc., 175 Capital Blvd., Rocky Hill, CT 06067.

In North Carolina, service of legal process may only be made on the Insurance Commissioner, but a copy of any service of legal process should also be delivered or forwarded (for reference only) to: Ron M. Strickland do CT Corporation System 150 Fayetteville Street Box 1011, Raleigh, NC 27601.

In Tennessee, any service of legal process may only be made on the Insurance Commissioner, but a copy of such filing should also be delivered or forwarded (for reference only) to: Mark Williams do CT Corporation System 800 S. Gay Street, Suite 2021, Knoxville, TN 37929.

In Texas, any service of legal process may only be made on the Insurance Commissioner, but a copy of such filing should also be delivered or forwarded (for reference only) to: Shirley Dillon c/o CT Corporation System, 350 North St. Paul Street, Dallas, TX 75201,

Page 1 of 2

In Wyoming, any service of legal process should be made on the Insurance Commissioner, but a copy of such filing should also be delivered or forwarded (for reference only) to: Tammy Bellefuille do CT Corporation System 1720 Carey Avenue, Cheyenne, WY 82001.

The foregoing designation of attorney for service of legal process upon the Company shall not constitute a waiver of the Company's rights to remove, remand, dismiss or transfer any suit or proceeding from any court, or to commence any suit or other proceeding in any court of competent jurisdiction.

All other terms and conditions of this Policy remain unchanged.

/s/ illegible
Authorized Representative Date

Page 2 of 2

POLICYHOLDER DISCLOSURE

NOTICE OF TERRORISM INSURANCE COVERAGE AND

CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM

Coverage for acts of terrorism is included in your policy. You are hereby notified that under the Terrorism Risk Insurance Act, as amended in 2007, the definition of act of terrorism has changed. As defined in Section 102(1) of the Act: The term "act of terrorism" means any act that is certified by the Secretary of the Treasury—in concurrence with the Secretary of State, and the Attorney General of the United States—to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Under your coverage, any losses resulting from certified acts of terrorism may be partially reimbursed by the United States Government under a formula established by the Terrorism Risk Insurance Act, as amended. However, your policy may contain other exclusions which might affect your coverage, such as an exclusion for nuclear events. Under the formula, the United States Government generally reimburses 85% of covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage. The Terrorism Risk Insurance Act, as amended, contains a $100 billion cap that limits U.S. Government reimbursement as well as insurers' liability for losses resulting from certified acts of terrorism when the amount of such losses exceeds $100 billion in any one calendar year. If the aggregate insured losses for all insurers exceed $100 billion, your coverage may be reduced.

The portion of your annual premium that is attributable to coverage for acts of terrorism is *, and does not include any charges for the portion of losses covered by the United States government under the Act.

BY RECEIPT OF THIS NOTICE YOU HAVE BEEN NOTIFIED, UNDER THE TERRORISM RISK INSURANCE ACT, AS AMENDED, THAT COVERAGE UNDER THIS POLICY FOR ANY LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT AND MAY BE SUBJECT TO A $100 BILLION CAP THAT MAY REDUCE YOUR COVERAGE. YOU HAVE ALSO BEEN NOTIFIED OF THE PORTION OF YOUR PREMIUM ATTRIBUTABLE TO SUCH COVERAGE.

ASPEN TRIA DISCLOSURE

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1 of 1

US Treasury Department's Office

Of Foreign Assets Control ("OFAC")

Advisory Notice to Policyholders

This Policyholder Notice shall not be construed as part of your policy and no coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided.

This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully.

The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of "national emergency." OFAC has identified and listed numerous:

·	Foreign agents;

·	Front organizations;

·	Terrorists;

·	Terrorist organizations; and

·	Narcotics traffickers;

as "Specially Designated Nationals and Blocked Persons." This list can be located on the United States Treasury's web site: http://www.treas.gov/ofac

In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply.

Aspen OFAC (0908)

Reprinted, in part, with permission of ISO Properties, Inc.

Page 1 of 1

AXIS INSURANCE COMPANY

Administrative Office

11680 Great Oaks Way, Suite 500

Alpharetta, Georgia 30022

(a stock company hereinafter the “Insurer”)

Excess Policy

DECLARATIONS PAGE

SUBJECT TO THE PROVISIONS OF THE FOLLOWED POLICY, THIS POLICY MAY APPLY ONLY TO CLAIMS FIRST MADE OR CLAIMS FIRST MADE AND REPORTED DURING THE POLICY PERIOD OR EXTENDED REPORTING PERIOD, IF APPLICABLE, AND THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENT AMOUNTS MAY BE REDUCED AND EXHAUSTED BY PAYMENT OF DEFENSE COSTS OR CLAIMS EXPENSES. PLEASE READ THIS POLICY CAREFULLY.

Policy Number: * Renewal of Policy Number: *

Item 1. Policyholder and Mailing Address: Aeropostale, Inc.

201 Willowbrook Boulevard

Wayne, NJ 07470

Item 2. Policy Period: From: 12:01 a.m. on May 15, 2011 to: 12:01 a.m. on May 15, 2012

Local time at the address in Item 1.

Item 3. Limit of Liability for the Policy Period: *.

Item 4.

A. Notice of claims or potential claims:	B. All other notices:	Underlying Insurance
AXIS Insurance Company	AXIS Insurance Company	See attached
Professional Lines Claims	Professional Lines	Schedule of
300 Connell Drive, Suite 2000	300 Connell Drive, Suite 2000	Underlying
P.O. Box 357	P.O. Box 357	Insurance.

Item 5.

		Forms and
Berkeley Heights, NJ 07922-0357	Berkeley Heights, NJ 07922-0357
Toll Free Fax: (866) 770-5630	Fax: (908) 508-4301
E-mail: USClaimNoticeBH@axiscapital.com
Endorsements attached at Policy Inception: See attached Schedule of Forms and Endorsements.

Item 6. Notices to Insurer:

/s/ Gregory W. Springer

/s/ Andrew Weissert

Item 7. Premium: * (No additional premium for TRIA).

The Insurer has caused this Policy to be signed and attested by its authorized officers:

July 22, 2011

Gregory W. Springer, President Andrew Weissert, Secretary Date

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Excess Policy

In consideration of the premium paid and in reliance upon all information and representations provided or made available by the Insureds to the Insurer in connection with the underwriting of this Policy, and subject to the provisions of this Policy and the Declarations and any Schedules and Endorsements attached hereto, all of which are made a part of this Policy, the Insurer and Policyholder, on behalf of all Insureds, agree as follows:

I. INSURING AGREEMENT

This Policy shall provide insurance excess of the Underlying Insurance. Liability shall attach to the Insurer only after (i) the insurers of the Underlying Insurance, the Insureds or others on behalf of the Insureds shall have paid in legal currency amounts covered under the respective Underlying Insurance equal to the full amount of the Underlying Limit, and (ii) the retention or deductible, if any, applicable under the Underlying Insurance has been satisfied. Except as specifically set forth herein, coverage under this Policy shall apply in conformance with all provisions of the Followed Policy.

II. DEFINITIONS

When used in this Policy, whether in the singular or the plural:

Insureds means all persons and entities covered under the Followed Policy.

Followed Policy means the insurance policy(ies) identified as such in the Schedule of Underlying Insurance attached hereto.

Policy Period means the period set forth in Item 2 of the Declarations.

Policyholder means the person(s) or entity(ies) set forth in Item 1 of the Declarations.

Underlying Insurance means the Followed Policy and all other policies, if any, identified as such in the Schedule of Underlying Insurance attached hereto.

Underlying Limit means an amount equal to the aggregate of all limits of liability set forth in the Schedule of Underlying Insurance attached hereto.

III. CONDITIONS AND LIMITATIONS

The Limit of Liability set forth in Item 3 of the Declarations shall be the maximum amount payable by the Insurer in excess of the Underlying Limit.

If any amount covered under the Underlying Insurance is subject to a sublimit of liability, this Policy shall not apply to such amount, but the Insurer shall recognize payment of such amount in any manner described in Section I. Insuring Agreement as reducing the Underlying Limit by such amount.

The Insureds shall give written notice to the Insurer if any Underlying Insurance is changed or terminated or if any insurer of the Underlying Insurance becomes financially unable to pay any amount covered under the Underlying Insurance. No such event shall affect coverage under this Policy, unless the Insurer so agrees in writing. The failure of the Insureds to comply with this section shall not invalidate coverage. However, the Insurer shall not be liable to a greater extent than it would have been had no such event occurred.

D. Notice to the Insurer shall be given at the respective address shown in Item 6 of the Declarations. Notice to any other insurer shall not constitute notice to the Insurer unless also given to the Insurer as provided above.

E. The Insurer may, at its sole discretion, elect to participate in the investigation, defense and settlement of any claim or other matter to which the coverage under this Policy could apply even if the Underlying Limit has not been exhausted. The Insureds shall provide the Insurer with information, assistance and cooperation as the Insurer reasonably requests and shall do nothing to prejudice the Insurer’s position or potential rights of recovery. No action by any other insurer shall bind the Insurer under this Policy.

Schedule of Forms and Endorsements

Notices and Disclosures:
SCHEDULE OF UNDERLYING INSURANCE	*

Endorsements:

No	Endorsement Name	Endorsement Number

1	NEW JERSEY AMENDATORY ENDORSEMENT	*

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Schedule of Underlying Insurance

Followed Policy

A.	Insurer Name	Policy Number	Limit
	EXECUTIVE RISK INDEMNITY, INC	*	*

Other Underlying Insurance

Insurer Name	Policy Number	Limit

NOT APPLICABLE

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Endorsement No.	Effective date	Policy Number	Additional Premium
1	12:01 a.m. on May 15, 2011	*	N/A

NEW JERSEY AMENDATORY ENDORSEMENT

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the:

Excess Policy

It is agreed that:

I.	The following is added to the Declarations Page:

THIS POLICY IS SUBJECT TO AN AGGREGATE LIMIT OF LIABILITY FOR ALL LOSS DURING THE POLICY PERIOD.

II.	The following provision is added to the Policy:

IV.

CANCELLATION, NONRENEWAL AND RENEWAL

The Policyholder may cancel this Policy at any time by giving advance written notice thereof to the Insurer stating the effective date of cancellation. In such event, the Insurer shall refund the unearned premium, if any, computed at the customary short rate, within a reasonable time not to exceed the later of sixty (60) days after the date of cancellation or date of notice.

The Insurer may cancel this Policy only for nonpayment of premium. In such event, the Insurer shall deliver or mail written notice of cancellation for nonpayment of premium to the Policyholder, stating the effective date thereof, which shall not be less than ten or more (10 or more) days after the date such notice is delivered or mailed. The notice shall state the amount of premium due and the due date. No cancellation for nonpayment shall be effective if payment of the amount due is made prior to the due date.

If the Insurer decides not to renew this Policy, the Insurer shall deliver or mail written notice thereof stating the reason(s) for nonrenewal to the Policyholder not more than one hundred twenty (120) days but not less than thirty or more (30 or more) days prior to the expiration of the Policy Period.

If the Insurer decides to renew this Policy, the Insurer shall deliver or mail written notice of the amount of the renewal premium and any change in contract terms to thePolicyholder not more than one hundred twenty (120) days but not less than thirty or more (30 or more) days prior to the due date of the premium and shall state the effect of nonpayment of premium by the due date.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Pursuant to New Jersey law, this Policy cannot be nonrenewed for any underwriting reason or guideline which is arbitrary, capricious or unfairly discriminatory or without adequate prior notice to the Insureds. The underwriting reasons or guidelines that an Insurer can use to nonrenew this Policy are maintained by the Insurer in writing and will be furnished to the Insured or the Insured’s lawful representative upon written request.

If the Insurer mails any notice required under this section, the Insurer shall do so by registered or certified mail or by mail evidenced by a United States Post Office certificate of mailing to the Policyholder at the address in Item 1 of the Declarations. The Insurer also shall send such notice by mail or electronic mail to the producer of record, if any. The delivery or mailing of such notice shall be sufficient proof thereof and the Policy Period shall end at the date and hour specified in the notice.

III.	If this Policy provides claims made coverage, then the following provision is added:

EXTENDED REPORTING PERIODS

Automatic Coverage Extension

If this Policy is cancelled or nonrenewed, the Policyholder shall have an automatic thirty or more (30 or more) day extension of the coverage granted by this Policy following the effective date of cancellation or nonrenewal, but only for acts, errors or omissions taking place before such date.

Extended Reporting Period

If this Policy is cancelled or nonrenewed for any reason other than nonpayment of premium, the Policyholder shall have the right to purchase an Extended Reporting Period during which any claim first made against the Insureds shall be considered made during the Policy Period, but only for acts, errors or omissions taking place prior to the effective date of cancellation or nonrenewal. This right shall lapse unless written notice of the option elected together with payment of the additional premium due is received by the Insurer within not less than thirty (not less than 30) days following such date.

This Extended Reporting Period shall commence after the expiration of the Automatic Coverage Extension and the duration thereof shall follow that of the Followed Policy; provided the Insurer shall offer the option to purchase an Extended Reporting Period of at least one (1) year.

The additional premium for the Extended Reporting Period shall be the same percentage of this Policy’s annual premium as the extended reporting period percentage stated in the Followed Policy. The Insureds must purchase the extended reporting period under all unexhausted Underlying Insurance as a condition to electing an Extended Reporting Period under this Policy.

The limit of liability for the Extended Reporting Period shall be the remaining limit of the Limit of Liability set forth in Item 3 of the Declarations.

All other provisions of the Policy remain unchanged.

		July 22, 2011
Authorized Representative Date

/s/ illegible

DECLARATIONS

EXCESS INSURANCE POLICY

SUBJECT TO THE PROVISIONS OF THE UNDERLYING INSURANCE, THIS POLICY MAY ONLY APPLY TO ANY CLAIM FIRST MADE AGAINST THE INSUREDS OR LOSS DISCOVERED DURING THE POLICY PERIOD PROVIDED THAT SUCH CLAIM OR LOSS IS REPORTED IN WRITING TO THE INSURER PURSUANT TO THE POLICY PROVISIONS. AMOUNTS INCURRED AS DEFENSE COSTS SHALL REDUCE AND MAY EXHAUST THE APPLICABLE LIMIT OF LIABILITY AND ARE SUBJECT TO THE RETENTIONS. THE INSURER SHALL NOT BE LIABLE FOR ANY DEFENSE COSTS OR FOR ANY JUDGMENT OR SETTLEMENT AFTER THE LIMIT OF LIABILITY HAS BEEN EXHAUSTED. PLEASE READ THIS POLICY CAREFULLY.

These Declarations along with the completed and signed application and the Policy with endorsements shall constitute the contract between the Insureds and the Insurer.

Item 1.	Named Insured:
	Aeropostale, Inc.
	Principal Address: 201 Willowbrook Blvd. Wayne, NJ 07470

Item 2.	Policy Period: From: 15-May-2011
	To:	15-May-2012
	Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1.
Item 3.	Limit of Liability:

Insurer: Beazley Insurance Company, Inc.

Policy Number: *

* Aggregate for the Policy Period, including costs and expenses incurred in the defense or settlement of all claims.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Item 4.	Premium:	* One Year Premium
* NJ Surch				arge
* Total			One Year Premium
Item 5.	Notification under this Policy:
a. Notification pursuant to Clause VI shall be given to:			b.	All other notices under this Policy shall be given to:
Beazley Insurance Company, Inc. 30 Batterson Park Road Farmington, CT 06032 Tel: (860) 677-3700 Fax: (860) 679-0247				Beazley Insurance Company, Inc. 30 Batterson Park Road Farmington, CT 06032 Tel: (860) 677-3700 Fax: (860) 679-0247

* Page 1 of 3

Item 6. Endorsements Effective at Inception:

1.	* Prior and Pending Litigation Exclusion

2.	* Delete Clause VII C

3.	* NJ New Jersey Amendatory Endorsement

4.	* Sanction Limitation and Exclusion Clause

The Insurer has caused this Policy to be signed and attested by its authorized officers, but it shall not bevalid unless also signed by another duly authorized representative of the Insurer.

* Page 2 of 3

/s/ Doug Colosky		28-Jul-11
Authorized Representative		Date


/s/ Christine Oldridge		/s/ Andrew Horton
Secretary		President

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

SCHEDULE OF UNDERLYING INSURANCE EXCESS INSURANCE POLICY

Type of Insurance: Primary Policy:

* Page 3 of 3

Insurer:	Federal Insurance Company (Lead DIC)
Policy No.:	*
Limit of Liability:	*
Retention:	N/A

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Effective date of this Endorsement: 15-May-2011 This Endorsement is attached to and forms a part of Policy Number: * Insurer: Beazley Insurance Company, Inc.

PRIOR AND PENDING LITIGATION EXCLUSION

This endorsement modifies insurance provided under the following:

EXCESS INSURANCE POLICY

In consideration of the premium charged for the Policy, it is hereby understood and agreed that this Policy shall not apply to loss or damages in connection with or resulting from any demand, suit or other proceeding pending, or order, decree or judgement entered, against any Insured on or prior to 15-May2006 or any act, fact, circumstance or situation underlying or alleged therein.

All other terms and conditions of this Policy remain unchanged.

/s/ Doug Colosky

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Effective date of this Endorsement: 15-May-2011 This Endorsement is attached to and forms a part of Policy Number: * Beazley Insurance Company, Inc. Referred to in this endorsement as either the “Insurer” or the “Underwriters”

This endorsement modifies insurance provided under the following:

EXCESS INSURANCE POLICY

In consideration of the premium charged for the Policy, it is hereby understood and agreed that Clause

VII. C. is deleted in its entirety.

All other terms and conditions of this Policy remain unchanged.

/s/ Doug Colosky

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Effective date of this Endorsement: 15-May-2011 This Endorsement is attached to and forms a part of Policy Number: *

NEW JERSEY AMENDATORY ENDORSEMENT

This endorsement modifies insurance provided under the following:

EXCESS INSURANCE POLICY

1. The Declarations and this Policy are amended by adding the following notice at the beginning thereof:

THIS POLICY IS SUBJECT TO AN AGGREGATE LIMIT OF LIABILITY.

2. Clause VII. CONDITIONS is amended by adding the following Sections F., G., H. and I.:

Pursuant to New Jersey law, this Policy cannot be cancelled or non-renewed for any underwriting reason or guideline which is arbitrary, capricious or unfairly discriminatory or without adequate prior notice to the Insured. The underwriting reasons or guidelines that an Insurer can use to cancel or non renew this Policy are maintained by the Insurer in writing and will be furnished to the Insured and/or the Insured’s lawful representative upon written request. This provision shall not apply if this Policy has been in effect for less than sixty (60) days at the time notice of cancellation is mailed or delivered, unless this Policy is a renewal policy.

Except for the termination provisions set forth in Clause IV. MAINTENANCE OF UNDERLYING POLICIES,

1. If this Policy has been in effect for less than sixty (60) days, the Insurer may cancel this Policy by mailing or delivering to the Named Insured written notice stating when, not less than thirty (30) days thereafter, the cancellation shall be effective. If the Insurer cancels this Policy for nonpayment of premium or moral hazard, the Insurer may cancel this Policy by mailing or delivering notice of cancellation at least ten (10) days before the effective date of cancellation.

2. If this Policy has been in effect for more than sixty (60) days at the time of mailing or delivery of notice of cancellation, the Insurer may cancel this Policy for underwriting reasons or guidelines maintained by the Insurer in writing or for any of the following reasons:

a. nonpayment of premium;

b. moral hazard;

c. material misrepresentation or nondisclosure to the Insurer of a material fact at the time of acceptance of the risk;

d. increased hazard or material change in the risk assumed which could not have been reasonably contemplated by the parties at the time of assumption of the risk;

* Beazley Insurance Company, Inc. Page 1 of2

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

e. substantial breaches of contractual duties, conditions or warranties that materially affect the nature and/or insurability of the risk;

f. lack of cooperation from the Insured on loss control matters materially affecting insurability of the risk;

g. fraudulent acts against the Insurer by the Insured or its representatives that materially affect the nature of the risk insured;

h. loss of or reduction in available insurance capacity;

i. material increase in exposure arising out of changes in statutory or case law subsequent to the issuance of this Policy or any subsequent renewal thereof;

j. loss of or substantial changes in applicable reinsurance;

k. failure by the Insured to comply with any federal, state or local fire, health, safety, building or construction regulation, law or ordinance with respect to an insured risk which substantially increases any hazard insured against within sixty (60) days of written notification of a violation of any such law, regulation or ordinance;

l. failure by the Insured to provide reasonable and necessary underwriting information to the Insurer upon written request therefor and a reasonable opportunity to respond; or

m. agency termination.

If the Insurer cancels this Policy for any of the reasons set forth in 3. through 13. above, the Insurer shall mail or deliver written notice of cancellation to the Named Insured not more than one hundred twenty (120) days nor less than thirty (30) days before the effective date of cancellation. If the Insurer cancels this Policy for the reasons set forth in 1. and 2. above, the Insurer shall mail or deliver written notice of cancellation to the Named Insured at least ten (10) days before the effective date of cancellation. No cancellation for nonpayment of premium shall be effective if payment of the amount due is made prior to the effective cancellation date. The notice of cancellation shall state the reason for cancellation and, when cancellation is for nonpayment of premium, shall state the amount of premium due and the due date.

The Named Insured may cancel this Policy by providing the Insurer written notice of the date thereafter upon which such cancellation shall be effective. The Insurer shall use the customary short rate to calculate return premium, if any, due to the Named Insured.

If the Insurer decides not to renew this Policy, the Insurer shall mail or deliver to the Named Insured written notice, stating the reason for the non-renewal, between one hundred twenty (120) and thirty (30) days before the end of the Policy Period.

All other terms and conditions of this Policy remain unchanged.

/s/ Doug Colosky

SANCTION LIMITATION AND EXCLUSION CLAUSE

This endorsement modifies insurance provided under the following:

EXCESS INSURANCE POLICY

No (re)insurer shall be deemed to provide cover and no (re)insurer shall be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that (re)insurer to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, law or regulations of the European Union, United Kingdom or United States of America.

All other terms and conditions of this Policy remain unchanged.

/s/ Doug Colosky

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

EXCESS INSURANCE POLICY

In consideration of the payment of the premium, in reliance on all statements made in the application, and subject to all of the provisions of this Policy, the Insurer and the Named Insured, on behalf of all Insureds, agree as follows:

I. INSURING CLAUSES

To pay on behalf of the Insured excess of the Underlying Policies any claim or loss which triggers coverage under the Underlying Policies, and is not otherwise excluded by the terms, conditions or endorsements of this Policy, and which is reported to the Insurer in accordance with Clause VI. of this Policy.

II. DEFINITIONS

The following terms whenever used in this Policy in boldface type shall have the meanings indicated.

“Insured” shall mean all persons and entities insured under the Primary Policy.

“Named Insured” shall mean the person or entity set forth in Item 1. of the Declarations.

“Policy Period” shall mean the period set forth in Item 2. of the Declarations.

“Primary Policy” shall mean each policy identified as such in the Schedule of Underlying Insurance.

E. “Sublimit” means any Underlying Policy Limits which:

1 apply only to a particular grant of coverage under such Underlying Policy; and

2 reduce and are part of the otherwise applicable limits of liability of such Underlying Insurance set forth in the Declarations.

“Underlying Policies” shall mean all policies identified in the Schedule of Underlying Insurance.

Underlying Policy Limits” shall mean the combined limits of liability of the Underlying Policies for each type of insurance, including costs and expenses incurred in the defense or settlement of any claim.

III. LIMIT OF LIABILITY

The amount shown in Item 3. of the Declarations shall be the maximum aggregate Limit of Liability of the Insurer under this Policy.

Payment by the Insurer of any amount, including but not limited to defense costs, shall reduce the limits of liability available under this Policy.

IV. MAINTENANCE OF UNDERLYING POLICIES

It is a condition of this Policy that the Underlying Policies shall be maintained in full effect during the Policy Period except for any reduction of the Underlying Policy Limits solely by payment of any claims or losses or costs and expenses incurred in the defense or settlement of such claims. If this condition is breached then this Policy shall automatically and immediately terminate with effect from the date when the Underlying Policies cease to be maintained or are deemed to have ceased to be maintained.

In the event the insurer under one or more of the Underlying Policies fails to pay any claim or loss or costs and expenses incurred in the defense or settlement of such claim as a result of the insolvency, bankruptcy or liquidation of said insurer, then the Insured shall be deemed self-insured for the amount of the limit of liability of said insurer which is not paid as a result of such insolvency, bankruptcy or liquidation.

V. REDUCTION / EXHAUSTION OF THE UNDERLYING POLICIES

If by reason of the payment of any claims or losses or costs and expenses incurred in the defense or settlement of such claims or losses by the insurers of the Underlying Policies, the amounts of the Underlying Policy Limits are:

Partially reduced, then this Policy shall continue to apply in excess of the reduced amounts of the Underlying Policy Limits; or

Totally exhausted, then this Policy shall continue in force as primary insurance with respect to any subsequent claim; provided, however that this Policy shall only pay in excess of the retention or deductible applicable to the Primary Policy and in conformance with the terms, conditions and limitations of the Primary Policy except as stated herein, which shall be applied to any subsequent claim in the same manner as specified in the Primary Policy.

If any Underlying Limits are subject to a Sublimit then coverage hereunder shall not apply to any claim which is subject to such Sublimit, provided however, that the Underlying Limit shall be recognized hereunder as depleted to the extent of any payment of such claim subject to such Sublimit.

VI. NOTICE OF CLAIM, OR CIRCUMSTANCE THAT MIGHT LEAD TO A CLAIM

For all claims and circumstances that might lead to a claim the Insured must provide written notice in the same manner as required by the Primary Policy, and must be reported to the Insurer in writing via the entity named in Item 5.a. of the Declarations. Notice to any underlying carrier is not notice to the Insurer.

VII. CONDITIONS

A. In the event of a claim or loss for which the Insurer may be liable to contribute, no costs or expenses shall be incurred without the Insurer’s written consent being first obtained (such consent not to be unreasonably withheld). No settlement of a claim or loss shall be effected by the Insured for such a sum as will involve this Policy without the written consent of the Insurer.

B. All recoveries or payments recovered or received subsequent to a loss settlement under this Policy shall be applied first to subrogation expenses, second to claims or loss or costs and expenses incurred in the defense or settlement of such claims by the Insurer, third to claims or loss or costs and expenses incurred in the defense or settlement of such claims by the insurers of the Underlying Policies, and fourth to the applicable retention or deductible under the Primary Policy. Provided always that nothing in this Policy shall be construed to mean that loss settlements under this Policy are not payable until the Insured's ultimate net loss has been finally ascertained.

C. If the Insured shall proffer any claim or loss knowing the same to be false or fraudulent, as regards amount or otherwise, this Policy shall become void and all claims hereunder shall be forfeited.

D. By acceptance of this Policy, the Insured agrees the Insurer may at its own discretion and expense retain counsel to associate in the defense or settlement of any claim and to cooperate with such counsel.

E. If during the Policy Period the provisions of the Primary Policy are changed in any manner, as a condition precedent to coverage under this Policy, the Insured shall givewritten notice to the Insurer of the full particulars of such change as soon as practicable butin no event later than thirty (30) days following the effective date of such change. No amendment to any Primary Policy or Underlying Policies during the Policy Period shall be effective in broadening or extending the coverage afforded by this Policy or extending orincreasing the limits of liability afforded by this Policy unless the Insurer so agrees in writing. The Insurer may, in its sole discretion, condition its agreement to follow anychanges to the Primary Policy or the Underlying Policies on the Insured paying any additional premium required by the Insurer for such change.

As soon as practicable, but in no event later than thirty (30) days thereafter, the Insured must give the Insurer written notice of any additional or return premiums charged or allowed in connection with any Underlying Policies.

VIII. SINGULAR FORM OF A WORD

Whenever the singular form of a word is used herein, the same shall include the plural when required by context.

IX. TITLES OF PARAGRAPHS

The titles of paragraphs, sections, provisions or endorsements of or to this Policy are intended solely for convenience and reference. Such titles are not deemed in any way to limit, expand or define the provisions to which they relate and are not part of this Policy.

Executive Protection Portfolio

PREMIUM BILL

Insured: Aeropostale, Inc.

Date: 06/02/2011

Producer: AMWINS BROKERAGE OF NEW JERSEY

150 MORRISTOWN RD STE108

BERNARDSVILLE, NJ 07924-0000

Company: Executive Risk Indemnity Inc.

THIS BILLING IS TO BE ATTACHED TO AND FORM A PART OF THE POLICY REFERENCED BELOW.

Product: Executive Protection Portfolio

Policy Number: *

Policy Period: May 15, 2011 to May 15, 2012

NOTE: - PLEASE RETURN THIS BILL WITH REMITTANCE AND NOTE HEREON ANY CHANGES. BILL WILL BE RECEIPTED AND RETURNED TO YOU PROMPTLY UPON REQUEST.

PLEASE REMIT TO PRODUCER INDICATED ABOVE.

Product	Effective Date	Premium
EXECUTIVE LIABILITY AND ENTITY SECURITIES LIABILITY	05/15/11	*

Surcharge: Property-Liability Insurance Guaranty Association Recoupment - New Jersey	05/15/11	*

* For Kentucky policies, amount displayed includes tax and collection fees.

TOTAL POLICY PREMIUM *

TOTAL INSTALLMENT PREMIUM DUE *

WHEN REMITTING PLEASE INDICATE POLICY OR CERTIFICATE NUMBER

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

POLICYHOLDER

DISCLOSURE NOTICE OF

TERRORISM INSURANCE COVERAGE

(for policies with no terrorism exclusion or sublimit)

Insuring Company: Executive Risk Indemnity Inc.

You are hereby notified that, under the Terrorism Risk Insurance Act (the "Act"), effective December 26, 2007, this policy makes available to you insurance for losses arising out of certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

You should know that the insurance provided by your policy for losses caused by acts of terrorism is partially reimbursed by the United States under the formula set forth in the Act. Under this formula, the United States pays 85% of covered terrorism losses that exceed the statutorily established deductible to be paid by the insurance company providing the coverage.

However, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a Program Year (January 1 through December 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion.

If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury.

The portion of your policy's annual premium that is attributable to insurance for such acts of terrorism is: *.

If you have any questions about this notice, please contact your agent or broker.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

IMPORTANT NOTICE TO POLICYHOLDERS

Insuring Company: Executive Risk Indemnity Inc.

All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter "Chubb") distribute their products through licensed insurance brokers and agents ("producers"). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1866-588-9478. Additional information may be available from your producer.

Thank you for choosing Chubb.

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio General Terms and Conditions Section (ERII)

Effective date of

this endorsement: May 15, 2011	Company: Executive Risk Indemnity Inc.

	Endorsement No. 4

	To be attached to and

	form a part of Policy No. *

Issued to: Aeropostale, Inc.

AMEND NOTICE ENDORSEMENT

In consideration of the premium charged, it is agreed that Subsection 5., Notice, of the General Terms and Conditions Section of this Policy is deleted and replaced with the following:

Notice

5.	Any notice to the Company with respect to any coverage section shall designate the coverage

section under which notice is being given and shall be treated as notice only under the coverage section(s) so designated.

(A)

Notice to the Company of a Claim, or of circumstances which could give rise to a

Claim, shall be given in writing to one of the following addresses:

specialtyclaimschubb.com;

Attn: Claims Department

Chubb Group of Insurance Companies

82 Hopmeadow Street — PO Box 2002

Simsbury, Connecticut 06070-7683; or

Attn: Claims Department

Chubb Group of Insurance Companies

82 Hopmeadow Street

Simsbury, Connecticut 06089

(B)

All other notices to the Company under this Policy shall be given in writing

addressed to:

Insurance Underwriting Department Chubb Group of

Insurance Companies

15 Mountain View Road

Warren, New Jersey 07059

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1 Attn: Chubb Specialty

(C)

Any notice described in Subsection (A) or (B) above shall be effective on the date of receipt by the Company.

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 2

Notice of Loss Control Services

Insuring Company: Executive Risk Indemnity Inc.

As a Chubb policyholder, you have loss prevention information and/or services available to you, as described in this Notice.

Employment Practices Liability (EPL) Loss Prevention Services

Employment Practices Loss Prevention Guidelines Manual

Written by Seyfarth Shaw exclusively for Chubb, this manual provides an overview of key employment issues and offers proactive ideas for avoiding employment lawsuits. To order the Employment Practices Loss Prevention Guidelines, simply call 1.866.282.9001, order 14-01- 0061, and provide your mailing address.

Additional employment practices loss prevention services are available to customers who purchase employment practices liability insurance from Chubb. For more information, simply consult http://csi.chubb.com/epllossprevention or email csi-info@chubb.com.

Directors and Officers (D&O) Liability Loss Prevention Services

Directors and Officers Liability Loss Prevention Manual

Written by Dan A. Bailey exclusively for Chubb, Directors and Officers Liability Loss Prevention discusses general principles governing D&O liability and potential exposures for directors and officers. Mr. Bailey has also written Directors and Officers Securities Litigation Loss Prevention to address the exposures of publicly traded companies. To order Directors and Officers Liability Loss Prevention (form # 14-01-0035) or Directors and Officers Securities Litigation Loss Prevention (form # 14-01-0448), simply call 1.866.282.9001, order the form(s) you need, and provide your mailing address.

Loss Prevention Guidelines for Independent Directors

Written exclusively for Chubb by Dan A. Bailey, this manual discusses roles played by independent directors, the increasing importance of independent directors, and corporate governance best practices. To order Loss Prevention Guidelines for Independent Directors, simply call 1.866.282.9001, order 14-01-0679, and provide your mailing address.

Additionally, Chubb has prepared The Great M&A Wave: Mergers, Acquisitions and Business Discontinuations Risk and Insurance Management Handbook, which discusses the trends, exposures and strategies to manage the M&A risks. To order The Great M&A Wave: Mergers, Acquisitions and Business Discontinuations Risk and Insurance Management Handbook, simply call 1.866.282.9001, order 07-01-0101, and provide your mailing address.

Fiduciary Liability Loss Prevention Services

Fiduciary Liability Loss Prevention Manual

Written by Dan A. Bailey exclusively for Chubb, Fiduciary Liability Loss Prevention discusses general principles governing fiduciary liability and reviews basic fiduciary duties under ERISA. To order Fiduciary Liability Loss Prevention, simply call 1.866.282.9001, order 14-01-0039, and provide your mailing address.

Crime Loss Prevention Services

· White Collar Crime Loss Prevention Manual

Written by Ernst & Young exclusively for Chubb, White Collar Crime: Loss Prevention through Internal Control discusses general principles governing workplace crime exposures. To order White Collar Crime: Loss Prevention through Internal Control, simply call 1.866.282.9001, order 14-01-0044, and provide your mailing address.

Kidnap/Ransom & Extortion Loss Prevention Services

· Kidnap/Ransom & Extortion Loss Prevention Manuals

Chubb offers Managing Terrorism Risks and Managing Travel Risks, written exclusively for Chubb by the Ackerman Group, Inc., an international security consultant. To order the Managing Terrorism Risks, simply call 1.866.282.9001, order 14-01-0179, and provide your mailing address. To order the Managing Travel Risks, simply call 1.866.282.9001, order 14-010178, and provide your mailing address.

The services provided are advisory in nature. While this program is offered as a resource in developing or maintaining a loss prevention program, you should consult competent legal counsel to design and implement your own program. No liability is assumed by reason of the services, access or information provided. All services are subject to change without notice.

	Chubb Group of Insurance Companies	Executive Protection Portfolio SM
	15 Mountain View Road	General Terms and Conditions Section

	Warren, New Jersey 07059

DECLARATIONS

EXECUTIVE RISK INDEMNITY INC.

A stock insurance company, incorporated under

Policy Number: *

THE EXECUTIVE LIABILITY AND ENTITY SECURITIES LIABILITY, FIDUCIARY LIABILITY, OUTSIDE DIRECTORSHIP LIABILITY AND EMPLOYMENT PRACTICES LIABILITY COVERAGE SECTIONS (WHICHEVER ARE PURCHASED) PROVIDE CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO "CLAIMS" FIRST MADE DURING THE "POLICY PERIOD", OR ANY EXTENDED REPORTING PERIOD. THE APPLICABLE LIMIT(S) OF LIABILITY TO PAY "LOSS" WILL BE REDUCED, AND MAY BE EXHAUSTED, BY THE PAYMENT OF "DEFENSE COSTS" UNLESS OTHERWISE SPECIFIED HEREIN. "DEFENSE COSTS" WILL BE APPLIED AGAINST THE RETENTION. READ THE ENTIRE POLICY CAREFULLY.

Item 1. Parent Organization:	Aeropostale, Inc.
Principal Address:
	201 Willowbrook Blvd
	Wayne, NJ 07470

Item 2. Policy Period:	From 12:01 A.M. on	May 15, 2011

	To 12:01 A.M. on	May 15, 2012

Item 3.

Coverage Summary

Description:

GENERAL TERMS AND CONDITIONS

Item 4. Termination of

Prior Bonds or Policies: * (May 15, 2010 - May 15, 2011)

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1 of 6

	Chubb Group of Insurance Companies	Executive Protection Portfolio SM
	15 Mountain View Road
		General Terms and Conditions Section
	Warren, New Jersey 07059

In witness whereof, the Company issuing this policy has caused this policy to be signed by its authorized officers, but it shall not be valid unless also signed by a duly authorized representative of the Company.

EXECUTIVE RISK INDEMNITY INC.

/s/ illegible		/s/ illegible
Secretary		President

06/02/11		/s/ illegible
		/s/ illegible
Date		Authorized Representative

Page 2 of 6

		Executive Protection Portfolio SM
		General Terms and Conditions Section

In consideration of payment of the premium and subject to the Declarations and the limitations, conditions, provisions and other terms of this policy, the Company and the Insureds agree as follows:

Territory

Coverage shall extend anywhere in the world.

Terms and Conditions

Except for these General Terms and Conditions or unless stated to the contrary in any

coverage section of this policy, the terms and conditions of each coverage section shall apply only to that coverage section. If any provision in these General Terms and Conditions is inconsistent or in conflict with the terms and conditions of any coverage section, the terms and conditions of such coverage section shall control for purposes of that coverage section. Any defined term referenced in these General Terms and Conditions but defined in a coverage section shall, for purposes of coverage under that coverage section, have the meaning set forth in that coverage section.

Definitions

When used in this policy:

Claim shall have the meaning set forth in the applicable coverage section.

Insured shall have the meaning set forth in the applicable coverage section.

Parent Organization means the organization designated in Item 1 of the Declarations of these General Terms and Conditions.

Policy Period means the period of time specified in Item 2 of the Declarations of these General Terms and Conditions, subject to prior termination in accordance with Subsection 11 below. If this period is less than or greater than one year, then the limits of liability specified in the Declarations for each coverage section shall be the Company's maximum limit of liability under such coverage section for the entire period.

Limits of Liability and Retentions

Unless stated to the contrary in any coverage section, the limits of liability and retentions

shown for each coverage section are separate limits of liability and separate retentions pertaining to the coverage section for which they are shown. Unless stated to the contrary in any coverage section of this policy, the payment of a retention under one coverage section shall not constitute payment of, and shall not reduce, the applicable retention under any other coverage section.

		Executive Protection Portfolio SM
		General Terms and Conditions Section

Notice

Any notice to the Company with respect to any coverage section shall designate the

coverage section under which notice is being given and shall be treated as notice only under the coverage section(s) so designated.

Notice to the Company of a Claim, or of circumstances which could give rise to a Claim, shall be given in writing addressed to:

Attn: Claims Department

Chubb Group of Insurance Companies

82 Hopmeadow Street

Simsbury, Connecticut 06070-7683

All other notices to the Company shall be given in writing addressed to:

Attn: Underwriting

Chubb Group of Insurance Companies

82 Hopmeadow Street

Simsbury, Connecticut 06070-7683

Any such notice shall be effective on the date of receipt by the Company at such address.

Valuation and Foreign Currency

All premiums, limits, retentions, loss and other amounts under this policy are expressed

and payable in the currency of the United States of America. Except as otherwise provided in any coverage section, if a judgment is rendered, a settlement is denominated or any element of loss under this policy is stated in a currency other than United States of America dollars, payment under this policy shall be made in United States of America dollars at the rate of exchange published in The Wall Street Journal on the date the judgment becomes final, the amount of the settlement is agreed upon or the element of loss is due, respectively.

Subrogation

In the event of any payment under this policy, the Company shall be subrogated to the

extent of such payment to all the Insured's rights of recovery, and such Insured shall execute all papers required and shall do everything necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Company effectively to bring suit or otherwise pursue subrogation rights in the name of the Insured.

		Executive Protection Portfolio SM
		General Terms and Conditions Section

Action Against the Company

No action may be taken against the Company unless, as a condition precedent thereto,

there shall have been full compliance with all the terms of this policy. No person or entity shall have any right under this policy to join the Company as a party to any action against any Insured to determine such Insured's liability nor shall the Company be impleaded by such Insured or legal representatives of such Insured.

Parent Organization Rights and Obligations

By acceptance of this policy, the Parent Organization agrees that it shall be considered

the sole agent of, and shall act on behalf of, each Insured with respect to: the payment of premiums and the receiving of any return premiums that may become due under this policy; the negotiation, agreement to and acceptance of endorsements; the giving or receiving of any notice provided for in this policy (except the giving of notice to apply for an Extended Reporting Period); the adjustment of loss amounts; and the receipt or enforcement of payment of loss (and the Parent Organization further agrees that it shall be responsible for application of any such payment as provided in this policy). Each Insured agrees that the Parent Organization shall act on its behalf with respect to all such matters.

Alteration and Assignment

10.

No change in, modification of, or assignment of interest under this policy shall be effective except when made by written endorsement to this policy which is signed by an authorized employee of Chubb & Son, a division of Federal Insurance Company.

Termination of Policy or Coverage Section

11.

This policy or any coverage section shall terminate at the earliest of the following times:

(a)

sixty days after receipt by the Parent Organization of written notice of termination from the Company for any reason other than non-payment of premium;

(b)

twenty days after receipt by the Parent Organization of written notice of termination from the Company for non-payment of premium;

(c)

upon receipt by the Company of written notice of termination from the Parent Organization; provided that this policy may not be terminated by the Parent Organization after the effective date of any acquisition of the Parent Organization as described in the Changes in Exposure subsection of the applicable coverage section of this policy;

(d)

upon expiration of the Policy Period as set forth in Item 2 of the Declarations of these General Terms and Conditions; or

(e)

at such other time as may be agreed upon by the Company and theParent Organization.

		Executive Protection Portfolio SM
		General Terms and Conditions Section

The Company shall refund the unearned premium computed at customary short rates if this policy or any coverage section is terminated by the Parent Organization. Under any other circumstances the refund shall be computed pro rata. Payment or tender of any unearned premium by the Company shall not be a condition precedent to the effectiveness of a notice of termination, but such payment shall be made as soon as practicable thereafter.

Termination of Prior Bonds or Policies

12.

Any bonds or policies issued by the Company or its affiliates and specified in Item 4 of the Declarations of these General Terms and Conditions shall terminate, if not already terminated, as of the inception of this policy.

Bankruptcy

13.

Bankruptcy or insolvency of any Insured shall not relieve the Company of its obligations nor deprive the Company of its rights or defenses under this policy.

Headings

14.

The descriptions in the headings and sub-headings of this policy are solely for convenience, and form no part of the terms and conditions of coverage.

Schedule of Forms

To be attached to and form part of

Company: Executive Risk Indemnity Inc.

Policy No. *

Issued to:

Aeropostale, Inc.

Executive Protection Portfolio General Terms and Conditions Section (ERII)

Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

QAEROPOSTALE (7/05 ed.)

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

ENDORSEMENT

Coverage Section: Executive Protection Portfolio General Terms and Conditions Section (ERII)

Effective date of
	Company: Executive Risk Indemnity Inc.
this endorsement: May 15, 2011
	Endorsement No. 1

	To be attached to and

Issued to: Aeropostale, Inc.

NEW JERSEY AMENDATORY ENDORSEMENT

TO THE GENERAL TERMS AND CONDITIONS SECTION

In consideration of the premium charged, it is agreed that:

1.	Subsection 11. Termination of Policy or Coverage Section (a) of the General Terms and

Conditions Section is amended to add the following to the end of such paragraph (a):

"provided that, after this policy or the applicable coverage section is in effect for sixty (60) days, or is a renewal, the Company may cancel this policy, other than for non-payment of premium, only for one or more of the following reasons:

(1)

moral hazard, meaning, the risk, danger, or probability that the Insured will destroy or

permit to be destroyed, any insured property for the purpose of collecting insurance proceeds; or any change in the character or circumstances of the Insured that will increase the probability of a loss or liability for which the Company will be held responsible;

(2)

material misrepresentation or nondisclosure of a material fact at the time of the acceptance of the risk;

(3)

increased hazard or material change in the risk assumed which could not have been reasonably contemplated;

(4)

substantial breaches of contractual duties, conditions, or warranties that materially affect the nature and/or insurability of the risk;

(5)

lack of cooperation from the Insured on loss control matters materially affecting insurability of the risk;

(6)

fraudulent acts against the Company by the Insured or its representatives that materially affect the nature of the risk insured;

(7)

loss of or reduction in available insurance capacity;

(8)

material increase in exposure arising out of changes in statutory or case law subsequent to the issuance of this policy, provided that proper notice is filed with the insurance commissioner;

Page 1

(9)

loss of or reduction in applicable reinsurance;

(10)

failure by the Insured to comply with any federal, state, or local fire, health, safety, building or construction regulation, law, or ordinance with respect to an insured risk which substantially increases any hazard insured against within sixty (60) days of written notification of a violation of any such law, regulation or ordinance;

(11)

failure by the Insured to provide reasonable and necessary underwriting information to the Company upon written request therefor and a reasonable opportunity to respond; or

(12)

agency termination;

Subsection 11. Termination of Policy or Coverage Section (d) of the General Terms and

Conditions Section is amended to add the following at the end of such paragraph (d):

"provided that, non-renewal by the Company of this policy or any coverage section is effective if the Company delivers or mails, by first class mail (if the Company retains a date stamped proof of mailing from the post office showing the addressee) or certified mail, between thirty (30) and one hundred and twenty (120) days advance written notice of non-renewal to the Parent Organization at its last known address. Such non-renewal will be based on underwriting guidelines that are not arbitrary, capricious or unfairly discriminatory and the notice of non-renewal will state the reason(s) for non-renewal. If the Company does not provide the notice within the time period specified in this paragraph, this policy will be extended until such notice is provided, with such extension conditioned upon the payment of premium calculated by pro-rating the premium for the expiring Policy Period; or"

Subsection 11. Termination of Policy or Coverage Section of the General Terms and Conditions

Section is amended further to add the following at the end of such Subsection:

"Any notice of cancellation by the Company will be delivered or mailed by first class mail (if the Company retains a date stamped proof of mailing from the post office showing the addressee) or certified mail to the Parent Organization at its last address known to the Company.

The Company will provide such notice of such cancellation between thirty (30) and one hundred twenty (120) days before the effective date of cancellation, except that notice of cancellation for nonpayment of premium or moral hazard may be given up to ten (10) days before the effective date of cancellation.

Notices of cancellation or non-renewal by the Company will contain a provision in bold type stating that the Insured may file a written complaint on the decision to cancel or non-renew such coverage section with the New Jersey Department of Insurance. The Department's address will be included and the Insured will be advised to immediately contact the Insurance Department in the event it wishes to file a complaint.

The Company has no obligation to send notice of cancellation or non-renewal if the Parent Organization has:

(1)

replaced coverage elsewhere; or

(2)

specifically requested termination.

The Company may increase premium or change the terms and conditions of the policy upon renewal by delivering or mailing written notice of such changes to the Parent Organization between thirty (30) and one hundred and twenty (120) days before the premium due date. Such notice will state the effect of nonpayment of the premium by the due date."

Page 2

The policy is deemed to have been amended to the extent necessary to effectuate the purposes of this Amendatory Endorsement.

The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over any provisions of the policy or any endorsement to the policy, whenever added, that are inconsistent with or contrary to the provisions of this Amendatory Endorsement, unless such policy or endorsement provisions comply with the applicable insurance laws of the state of New Jersey.

All other terms, conditions and limitations of this policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 3

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio General Terms and Conditions Section (ERII)

Effective date of
this endorsement/rider: May 15, 2011	Executive Risk Indemnity Inc.

	Endorsement/Rider No. 2

	To be attached to and

	form a part of Policy No. *

Issued to: Aeropostale, Inc.

AMEND SUBSECTION 11 ENDORSEMENT

In consideration of the premium charged, it is agreed that, solely with respect to the coverage section identified above, clause (a) of Subsection 11. Termination of Policy or Coverage Section is deleted.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

ENDORSEMENT NO. 3

COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS

This Endorsement, effective at 12:01 a.m. on May 15, 2011, forms part of

PolicyNo.

Issuedto

Aeropostale, Inc.

Issued by

Executive Risk Indemnity Inc.

It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the coverage provided by this insurance.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

	Chubb Group of Insurance Companies	Executive Protection Portfolio SM
	15 Mountain View Road	Executive Liability and Entity Securities
		Liability Coverage Section
	Warren, New Jersey 07059

DECLARATIONS

EXECUTIVE RISK INDEMNITY INC.

A stock insurance company, incorporated under the laws of Delaware, herein called the Company

THIS COVERAGE SECTION PROVIDES CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO "CLAIMS" FIRST MADE DURING THE "POLICY PERIOD", OR ANY EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY TO PAY "LOSS" WILL BE REDUCED, AND MAY BE EXHAUSTED, BY "DEFENSE COSTS", AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE RETENTION. READ THE ENTIRE POLICY CAREFULLY.

Item 1. Parent Organization:

Aeropostale, Inc.

201 Willowbrook Blvd

Wayne, NJ 07470

Item2.

Limits of Liability:

(A) Each Claim:	*

(B) Each Policy Period:	*

(C) Sublimit for all Securityholder Derivative Demands under Insuring Clause 4:	*

Item 3.

Coinsurance Percentage:

(A)Securities Claims:	*

(B)Claims other than Securities Claims:	*

Item 4.

Retention:

(A)Insuring Clauses 1 and 4:	*

(B)Insuring Clause 2 (Claims other than Securities Claims):	*

(C)Insuring Clauses 2 and 3 (Securities Claims only):	*

Item 5.

Organization:

Aeropostale, Inc. and its Subsidiaries

Item 6.

Extended Reporting Period:

(A)Additional Period:	365 day
(B)Additional Premium:	*

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1 of 19

		Executive Protection Portfolio SM

		Executive Liability and Entity Securities
		Liability Coverage Section

Item 7. Pending or Prior Date:

May 15, 2002

Page 2 of 19

		Executive Protection Portfolio SM

		Executive Liability and Entity Securities
		Liability Coverage Section

In consideration of payment of the premium and subject to the Declarations, the General Terms and Conditions, and the limitations, conditions, provisions and other terms of this coverage section, the Company and the Insureds agree as follows:

Insuring Clauses

Executive Liability Coverage Insuring Clause 1

The Company shall pay, on behalf of each of theInsured Persons, Loss for which the

Insured Person is not indemnified by the Organization and which the Insured Person becomes legally obligated to pay on account of any Claim first made against the Insured Person, individually or otherwise, during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act committed, attempted, or allegedly committed or attempted by such Insured Person before or during the Policy Period, but only if such Claim is reported to the Company in writing in the manner and within the time provided in Subsection 15 of this coverage section.

Executive Indemnification Coverage Insuring Clause 2

The Company shall pay, on behalf of theOrganization, Loss for which the Organization

grants indemnification to an Insured Person, as permitted or required by law, and which the Insured Person becomes legally obligated to pay on account of any Claim first made against the Insured Person, individually or otherwise, during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act committed, attempted, or allegedly committed or attempted by such Insured Person before or during the Policy Period, but only if such Claim is reported to the Company in writing in the manner and within the time provided in Subsection 15 of this coverage section.

Entity Securities Coverage Insuring Clause 3

The Company shall pay, on behalf of theOrganization, Loss which the Organization

becomes legally obligated to pay on account of any Securities Claim first made against the Organization during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act committed, attempted, or allegedly committed or attempted by the Organization or the Insured Persons before or during the Policy Period, but only if such Securities Claim is reported to the Company in writing in the manner and within the time provided in Subsection 15 of this coverage section.

Securityholder Derivative Demand Coverage Insuring Clause 4

The Company shall pay, on behalf of theOrganization, Investigative Costs resulting from a

Securityholder Derivative Demand first received by the Organization during the Policy Period or, if exercised, during the Extended Reporting Period, for a Wrongful Act committed, attempted, or allegedly committed or attempted before or during the Policy Period, but only if such Securityholder Derivative Demand is reported to the Company in writing in the manner and within the time provided in Subsection 15 of this coverage section.

Page 3 of 19

		Executive Protection Portfolio SM
		Executive Liability and Entity Securities
		Liability Coverage Section

Definitions

When used in this coverage section:

Application means all signed applications, including attachments and other materials submitted therewith or incorporated therein, submitted by the Insureds to the Company for this coverage section or for any coverage section or policy of which this coverage section is a direct or indirect renewal or replacement.

Application shall also include, for each Organization, all of the following documents whether or not submitted with or attached to any such signed application: (i) the Annual Report (including financial statements) last issued to shareholders before this policy's inception date; (ii) the report last filed with the Securities and Exchange Commission on Form 10-K before this policy's inception date; (iii) the report last filed with the Securities and Exchange Commission on Form 10-Q before this policy's inception date; (iv) the proxy statement and (if different) definitive proxy statement last filed with the Securities and Exchange Commission before this policy's inception date; (v) all reports filed with the Securities and Exchange Commission on Form 8-K during the twelve months preceding this policy's inception date; and (vi) all reports filed with the Securities and Exchange Commission on Schedule 13D, with respect to any equity securities of such Organization, during the twelve months preceding this policy's inception date. All such applications, attachments, materials and other documents are deemed attached to, incorporated into and made a part of this coverage section.

Claim means:

(1) when used in reference to the coverage provided by Insuring Clause 1 or 2:

(a)

a written demand for monetary damages or non-monetary relief;

(b)

a civil proceeding commenced by the service of a complaint or similar pleading; or

(c)

a formal civil administrative or civil regulatory proceeding commenced by the filing of a notice of charges or similar document or by the entry of a formal order of investigation or similar document,

against an Insured Person for a Wrongful Act, including any appeal therefrom;

(2) when used in reference to the coverage provided by Insuring Clause 3:

(a)

a written demand for monetary damages or non-monetary relief;

(b)

a civil proceeding commenced by the service of a complaint or similar pleading; or

(c)

a formal civil administrative or civil regulatory proceeding commenced by thefiling of a notice of charges or similar document or by the entry of a formal order of investigation or similar document, but only while such proceeding is also pending against an Insured Person,

against an Organization for a Wrongful Act, including any appeal therefrom; or

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		Executive Protection Portfolio SM

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(3) when used in reference to the coverage provided by Insuring Clause 4, a Securityholder Derivative Demand.

Except as may otherwise be provided in Subsection 12, Subsection 13(g),or Subsection 15(b) of this coverage section, a Claim will be deemed to have first been made when such Claim is commenced as set forth in this definition (or, in the case of a written demand, including but not limited to any Securityholder Derivative Demand, when such demand is first received by an Insured).

Defense Costs means that part of Loss consisting of reasonable costs, charges, fees (including but not limited to attorneys' fees and experts' fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of the directors, officers or employees of the Organization) incurred in defending any Claim and the premium for appeal, attachment or similar bonds.

Domestic Partner means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law or under the provisions of any formal program established by the Organization.

Financial Impairment means the status of an Organization resulting from:

(a)

the appointment by any state or federal official, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator or similar official to take control of, supervise, manage or liquidate such Organization; or

(b)

such Organization becoming a debtor in possession under the United States bankruptcy law or the equivalent of a debtor in possession under the law of any other country.

Insured means the Organization and any Insured Person.

Insured Capacity means the position or capacity of an Insured Person that causes him or her to meet the definition of Insured Person set forth in this coverage section. Insured Capacity does not include any position or capacity held by an Insured Person in any organization other than the Organization, even if the Organization directed or requested the Insured Person to serve in such position or capacity in such other organization.

Insured Person means any natural person who was, now is or shall become:

(a)

a duly elected or appointed director, officer, Manager, or the in-house general counsel of any Organization chartered in the United States of America;

(b)

a holder of a position equivalent to any position described in (a) above in an Organization that is chartered in any jurisdiction other than the United States of America; or

(c)

solely with respect toSecurities Claims, any other employee of an Organization, provided that such other employees shall not, solely by reason of their status as employees, be Insured Persons for purposes of Exclusion 6(c).

Investigative Costs means reasonable costs, charges, fees (including but not limited to attorneys' fees and experts' fees) and expenses (other than regular or overtime wages, salaries, fees, or benefits of the directors, officers or employees of the Organization)

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incurred by the Organization (including its Board of Directors or any committee of its Board of Directors) in investigating or evaluating on behalf of the Organization whether it is in the best interest of the Organization to prosecute the claims alleged in a Securityholder Derivative Demand.

Loss means:

(a)

the amount that any Insured Person (for purposes of Insuring Clauses 1 and 2) or the Organization (for purposes of Insuring Clause 3) becomes legally obligated to pay on account of any covered Claim, including but not limited to damages (including punitive or exemplary damages, if and to the extent that such punitive or exemplary damages are insurable under the law of the jurisdiction most favorable to the insurability of such damages provided such jurisdiction has a substantial relationship to the relevant Insureds, to the Company, or to the Claim giving rise to the damages), judgments, settlements, pre-judgment and post-judgment interest and Defense Costs; or

(b)

for purposes of Insuring Clause 4, covered Investigative Costs. Loss does not include:

Loss does not include:

(a)

any amount not indemnified by the Organization for which an Insured Person is absolved from payment by reason of any covenant, agreement or court order;

(b)

any costs incurred by the Organization to comply with any order for injunctive or other non-monetary relief, or to comply with an agreement to provide such relief;

any amount incurred by an Insured in the defense or investigation of any action, proceeding or demand that is not then a Claim even if (i) such amount also benefits the defense of a covered Claim, or (ii) such action, proceeding or demand subsequently gives rise to a Claim;

taxes, fines or penalties, or the multiple portion of any multiplied damage award, except as provided above with respect to punitive or exemplary damages;

any amount not insurable under the law pursuant to which this coverage section is construed, except as provided above with respect to punitive or exemplary damages;

any amount allocated to non-covered loss pursuant to Subsection 17 of this coverage section; or

any amount that represents or is substantially equivalent to an increase in the consideration paid (or proposed to be paid) by an Organization in connection with its purchase of any securities or assets.

Manager means any natural person who was, now is or shall become a manager, member of the Board of Managers or equivalent executive of an Organization that is a limited liability company.

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Organization means, collectively, those organizations designated in Item 5 of the Declarations for this coverage section, including any such organization in its capacity as a debtor in possession under the United States bankruptcy law or in an equivalent status under the law of any other country.

Pollutants means (a) any substance located anywhere in the world exhibiting any hazardous characteristics as defined by, or identified on a list of hazardous substances issued by, the United States Environmental Protection Agency or any state, county, municipality or locality counterpart thereof, including, without limitation, solids, liquids, gaseous or thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials, or (b) any other air emission, odor, waste water, oil or oil products, infectious or medical waste, asbestos or asbestos products or any noise.

Related Claims means all Claims for Wrongful Acts based upon, arising from, or in consequence of the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances, situations, transactions or events.

Securities Claim means that portion of a Claim which:

(a)

is brought by a securityholder of an Organization

(i)

in his or her capacity as a securityholder of such Organization, with

respect to his or her interest in securities of such Organization, and against such Organization or any of its Insured Persons; or

(ii)

derivatively, on behalf of such Organization, against an Insured Person

of such Organization; or

(b)

alleges that anOrganization or any of its Insured Persons

(i)

violated a federal, state, local or foreign securities law or a rule or

regulation promulgated under any such securities law; or

(ii)

committed a Wrongful Act that constitutes or arises from a purchase, sale, or offer to purchase or sell securities of such Organization,

provided that Securities Claim does not include any Claim by or on behalf of a former, current, future or prospective employee of the Organization that is based upon, arising from, or in consequence of any offer, grant or issuance, or any plan or agreement relating to the offer, grant or issuance, by the Organization to such employee in his or her capacity as such of stock, stock warrants, stock options or other securities of the Organization, or any payment or instrument the amount or value of which is derived from the value of securities of the Organization; and provided, further, that Securities Claim does not include any Securityholder Derivative Demand.

Securityholder Derivative Demand means:

(a)

any written demand, by a securityholder of an Organization, upon the Board of Directors or Board of Managers of such Organization to bring a civil proceeding in a court of law against an Insured Person for a Wrongful Act; or

(b)

any lawsuit by a securityholder of an Organization, brought derivatively on behalf of such Organization against an Insured Person for a Wrongful Act without first making a demand as described in (a) above,

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provided such demand or lawsuit is brought and maintained without any active assistance or participation of, or solicitation by, any Insured Person.

Subsidiary, either in the singular or plural, means any organization while more than fifty percent (50%) of the outstanding securities or voting rights representing the present right to vote for election of or to appoint directors or Managers of such organization are owned or controlled, directly or indirectly, in any combination, by one or more Organizations.

Wrongful Act means:

(a)

any error, misstatement, misleading statement, act, omission, neglect, or breach of duty committed, attempted, or allegedly committed or attempted by an Insured Person in his or her Insured Capacity, or for purposes of coverage under Insuring Clause 3, by the Organization, or

(b)

any other matter claimed against an Insured Person solely by reason of his or her serving in an Insured Capacity.

Exclusions

Applicable To All Insuring Clauses

The Company shall not be liable forLoss on account of any Claim:

(a)

based upon, arising from, or in consequence of any fact, circumstance, situation, transaction, event or Wrongful Act that, before the inception date set forth in Item 2 of the Declarations of the General Terms and Conditions, was the subject of any notice given under any policy or coverage section of which this coverage section is a direct or indirect renewal or replacement;

(b)

based upon, arising from, or in consequence of any demand, suit or other proceeding pending against, or order, decree or judgment entered for or against any Insured, on or prior to the Pending or Prior Date set forth in Item 7 of the Declarations for this coverage section, or the same or substantially the same fact, circumstance or situation underlying or alleged therein;

(c)

brought or maintained by or on behalf of anyInsured in any capacity; provided that this Exclusion 6(c) shall not apply to:

(i)

a Claim brought or maintained derivatively on behalf of the Organization by

one or more securityholders of the Organization, provided such Claim is brought and maintained without any active assistance or participation of, or solicitation by, any Insured Person;

(ii)

an employment Claim brought or maintained by or on behalf of an Insured Person;

(iii)

aClaim brought or maintained by an Insured Person for contribution or indemnity, if such Claim directly results from another Claim covered under this coverage section; or

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(iv)

a Claim brought by an Insured Person who has not served in an Insured Capacity for at least four (4) years prior to the date such Claim is first made and who brings and maintains such Claim without any active assistance or participation of, or solicitation by, the Organization or any other Insured Person who is serving or has served in an Insured Capacity within such four (4) year period;

(d)

based upon, arising from, or in consequence of:

(i)

any actual, alleged, or threatened exposure to, or generation, storage,

transportation, discharge, emission, release, dispersal, escape, treatment, removal or disposal of any Pollutants; or

(ii)

any regulation, order, direction or request to test for, monitor, clean up,

remove, contain, treat, detoxify or neutralize any Pollutants, or any action taken in contemplation or anticipation of any such regulation, order, direction or request,

including but not limited to any Claim for financial loss to the Organization, its securityholders or its creditors based upon, arising from, or in consequence of any matter described in clause (i) or clause (ii) of this Exclusion 6(d);

(e)

for bodily injury, mental anguish, emotional distress, sickness, disease or death of any person or damage to or destruction of any tangible property including loss of use thereof whether or not it is damaged or destroyed; provided that this Exclusion 6(e) shall not apply to mental anguish or emotional distress for which a claimant seeks compensation in an employmentClaim;

(f)

for an actual or alleged violation of the responsibilities, obligations or duties imposed

on fiduciaries by the Employee Retirement Income Security Act of 1974, or any amendments thereto, or any rules or regulations promulgated thereunder, or any similar provisions of any federal, state, or local statutory law or common law anywhere in the world;

(g)

for Wrongful Acts of an Insured Person in his or her capacity as a director, officer, manager, trustee, regent, governor or employee of any entity other than the Organization, even if the Insured Person's service in such capacity is with the knowledge or consent or at the request of the Organization; or

(h)

made against aSubsidiary or an Insured Person of such Subsidiary for any Wrongful Act committed, attempted, or allegedly committed or attempted during any time when such entity was not a Subsidiary.

Applicable To Insuring Clauses 1 and 2 Only

TheCompany shall not be liable under Insuring Clause 1 or 2 for Loss on account of any

Claim made against any Insured Person:

(a)

for an accounting of profits made from the purchase or sale by suchInsured Person of securities of the Organization within the meaning of Section 16(b) of the Securities Exchange Act of 1934, any amendments thereto, or any similar provision of any federal, state, or local statutory law or common law anywhere in the world; or

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(b)

based upon, arising from, or in consequence of:

(i)

the committing in fact of any deliberately fraudulent act or omission or any

willful violation of any statute or regulation by such Insured Person; or

(ii)

suchInsured Person having gained in fact any profit, remuneration or

advantage to which such Insured Person was not legally entitled,

as evidenced by (A) any written statement or written document by any Insured or (B) any judgment or ruling in any judicial, administrative or alternative dispute resolution proceeding.

Applicable To Insuring Clause 3 Only

The Company shall not be liable under Insuring Clause 3 forLoss on account of any

Securities Claim made against any Organization:

(a)

based upon, arising from, or in consequence of:

(i)

the committing in fact of any deliberately fraudulent act or omission or any

willful violation of any statute or regulation by an Organization or by any past, present or future chief financial officer, in-house general counsel, president, chief executive officer or chairperson of an Organization; or

(ii)

suchOrganization having gained in fact any profit, remuneration or advantage

to which such Organization was not legally entitled,

as evidenced by (A) any written statement or written document by any Insured or (B) any judgment or ruling in any judicial, administrative or alternative dispute resolution proceeding; or

(b)

for any actual or alleged liability of anOrganization under any contract or agreement that relates to the purchase, sale, or offer to purchase or sell any securities; provided that this Exclusion 8(b) shall not apply to liability that would have attached to such Organization in the absence of such contract or agreement.

Severability of Exclusions

9. (a)

No fact pertaining to or knowledge possessed by anyInsured Person shall be

imputed to any other Insured Person for the purpose of applying the exclusions in Subsection 7 of this coverage section.

(b)

Only facts pertaining to and knowledge possessed by any past, present, or future chief financial officer, in-house general counsel, president, chief executive officer or chairperson of anOrganization shall be imputed to such Organization for the purpose of applying the exclusions in Subsection 8 of this coverage section.

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Spouses, Estates and Legal Representatives

10.

Subject otherwise to the General Terms and Conditions and the limitations, conditions, provisions and other terms of this coverage section, coverage shall extend toClaims for the Wrongful Acts of an Insured Person made against:

(a)

the estate, heirs, legal representatives or assigns of such Insured Person if such Insured Person is deceased or the legal representatives or assigns of such Insured Person if such Insured Person is incompetent, insolvent or bankrupt; or

(b)

the lawful spouse or Domestic Partner of such Insured Person solely by reason of such spouse or Domestic Partner's status as a spouse or Domestic Partner, or such spouse or Domestic Partner's ownership interest in property which the claimant seeks as recovery for an alleged Wrongful Act of such Insured Person.

All terms and conditions of this coverage section, including without limitation the Retention, applicable to Loss incurred by the Insured Persons, shall also apply to loss incurred by the estates, heirs, legal representatives, assigns, spouses and Domestic Partners of such Insured Persons. The coverage provided by this Subsection 10 shall not apply with respect to any loss arising from an act or omission by an Insured Person's estate, heirs, legal representatives, assigns, spouse or Domestic Partner.

Coordination With Employment Practices Liability Coverage Section

11.

AnyLoss otherwise covered by both (i) this coverage section and (ii) any employment practices liability coverage section or policy issued by the Company or by any affiliate of the Company (an "Employment Practices Liability Coverage") first shall be covered as provided in, and shall be subject to the limit of liability, retention and coinsurance percentage applicable to such Employment Practices Liability Coverage. Any remaining Loss otherwise covered by this coverage section which is not paid under such Employment Practices Liability Coverage shall be covered as provided in, and shall be subject to the Limit of Liability, Retention and Coinsurance Percentage applicable to this coverage section; provided the Retention applicable to such Loss under this coverage section shall be reduced by the amount of Loss otherwise covered by this coverage section which is paid by the Insureds as the retention under such Employment Practices Liability Coverage.

Extended Reporting Period

12.

If the Company or theParent Organization terminates or does not renew this coverage section, other than termination by the Company for nonpayment of premium, the Parent Organization and the Insured Persons shall have the right, upon payment of the additional premium set forth in Item 6(B) of the Declarations for this coverage section, to an extension of the coverage granted by this coverage section for Claims that are (i) first made during the period set forth in Item 6(A) of the Declarations for this coverage section (the "Extended Reporting Period") following the effective date of termination or nonrenewal, and (ii) reported to the Company in writing within the time provided in Subsection 15(a) of this coverage section, but only to the extent such Claims are for Wrongful Acts committed, attempted, or allegedly committed or attempted before the earlier of the effective date of termination or nonrenewal or the date of the first merger, consolidation or acquisition event described in Subsection 21 below. The offer of renewal terms and conditions or premiums different from those in effect prior to renewal shall not constitute

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refusal to renew. The right to purchase an extension of coverage as described in this Subsection shall lapse unless written notice of election to purchase the extension, together with payment of the additional premium due, is received by the Company within thirty (30) days after the effective date of termination or nonrenewal. Any Claim made during the Extended Reporting Period shall be deemed to have been made during the immediately preceding Policy Period. The entire additional premium for the Extended Reporting Period shall be deemed fully earned at the inception of such Extended Reporting Period.

Limit of Liability, Retention and Coinsurance

13. (a)

The Company's maximum liability for allLoss on account of each Claim, whether covered under one or more Insuring Clauses, shall be the Limit of Liability set forth in Item 2(A) of the Declarations for this coverage section. The Company's maximum aggregate liability for all Loss on account of all Claims first made during the Policy Period, whether covered under one or more Insuring Clauses, shall be the Limit of Liability for each Policy Period set forth in Item 2(B) of the Declarations for this coverage section.

(b)

The Company's maximum aggregate liability under Insuring Clause 4 for all Investigative Costs on account of all Securityholder Derivative Demands shall be the Sublimit set forth in Item 2(C) of the Declarations for this coverage section. Such Sublimit is part of, and not in addition to, the Limits of Liability set forth in Items 2(A) and 2(B) of the Declarations.

(c)

Defense Costs are part of, and not in addition to, the Limits of Liability set forth in

Item 2 of the Declarations for this coverage section, and the payment by the Company of Defense Costs shall reduce and may exhaust such applicable Limits of Liability.

(d)

The Company's liability under Insuring Clause 2 or 3 shall apply only to that part of coveredLoss (as determined by any applicable provision in Subsection 17 of this coverage section) on account of each Claim which is excess of the applicable Retention set forth in Item 4 of the Declarations for this coverage section. Such Retention shall be depleted only by Loss otherwise covered under this coverage section and shall be borne by the Insureds uninsured and at their own risk. Except as otherwise provided in Subsection 14, no Retention shall apply to any Loss under Insuring Clause 1 or 4.

If different parts of a singleClaim are subject to different Retentions, the applicable Retentions will be applied separately to each part of such Claim, but the sum of such Retentions shall not exceed the largest applicable

(e)

Retention.

(f)

To the extent thatLoss resulting from a Securities Claim is covered under Insuring Clause 2 or 3 (as determined by Subsection 17(a) of this coverage section) and is in excess of the applicable Retention, the Insureds shall bear uninsured and at their own risk that percentage of such Loss specified as the Coinsurance Percentage in Item 3(A) of the Declarations for this coverage section, and the Company's liability shall apply only to the remaining percentage of such Loss. To the extent that Loss resulting from a Claim other than a Securities Claim is covered under Insuring Clause 2 or 3 (as determined by Subsection 17(b) of this coverage section) and is in excess of the applicable Retention, the Insureds shall bear uninsured and at their own risk that percentage of such Loss specified as the Coinsurance Percentage in

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Item 3(B) of the Declarations for this coverage section, and the Company's liability shall apply only to the remaining percentage of such Loss.

(g)

All Related Claims shall be treated as a single Claim first made on the date the earliest of such Related Claims was first made, or on the date the earliest of such Related Claims is treated as having been made in accordance with Subsection 15(b) below, regardless of whether such date is before or during the Policy Period.

(h)

The limit of liability available during the Extended Reporting Period (if exercised) shall

be part of, and not in addition to, the Company's maximum aggregate limit of liability for all Loss on account of all Claims first made during the immediately preceding Policy Period.

Presumptive Indemnification

14.

If the Organization fails or refuses, other than for reason of Financial Impairment, to indemnify an Insured Person for Loss, or to advance Defense Costs on behalf of an Insured Person, to the fullest extent permitted by statutory or common law, then, notwithstanding any other conditions, provisions or terms of this coverage section to the contrary, any payment by the Company of such Defense Costs or other Loss shall be subject to:

(i)

the applicable Insuring Clause 2 Retention set forth in Item 4 of the Declarations for

this coverage section; and

(ii)

the applicable Coinsurance Percentage set forth in Item 3 of the Declarations for this

coverage section.

Reporting and Notice

15. (a)

The Insureds shall, as a condition precedent to exercising any right to coverage under this coverage section, give to the Company written notice of any Claim as soon as practicable, but in no event later than the earliest of the following dates:

(i)

sixty (60) days after the date on which any Organization's chief financial

officer, in-house general counsel, risk manager, president, chief executive officer or chairperson first becomes aware that the Claim has been made;

(ii)

if this coverage section expires (or is otherwise terminated) without being

renewed and if no Extended Reporting Period is purchased, sixty (60) days after the effective date of such expiration or termination; or

(iii)

the expiration date of the Extended Reporting Period, if purchased;

provided that if the Company sends written notice to the Parent Organization, at any time before the date set forth in (i) above with respect to any Claim, stating that this coverage section is being terminated for nonpayment of premium, the Insureds shall give to the Company written notice of such Claim prior to the effective date of such termination.

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(b)

If during thePolicy Period an Insured:

(i)

becomes aware of circumstances which could give rise to aClaim and gives

written notice of such circumstances to the Company;

(ii)

receives a written request to toll or waive a statute of limitations applicable to

Wrongful Acts committed, attempted, or allegedly committed or attempted before or during the Policy Period and gives written notice of such request and of such alleged Wrongful Acts to the Company; or

(iii)

gives written notice to the Company of aSecurityholder Derivative Demand,

then any Claim subsequently arising from the circumstances referred to in (i) above, from the Wrongful Acts referred to in (ii) above, or from the Securityholder Derivative Demand referred to in (iii) above, shall be deemed to have been first made during the Policy Period in which the written notice described in (i), (ii) or (iii) above was first given by an Insured to the Company, provided any such subsequent Claim is reported to the Company as set forth in Subsection 15(a) above. With respect to any such subsequent Claim, no coverage under this coverage section shall apply to loss incurred prior to the date such subsequent Claim is actually made.

(c)

TheInsureds shall, as a condition precedent to exercising any right to coverage under this coverage section, give to the Company such information, assistance, and cooperation as the Company may reasonably require, and shall include in any notice under Subsection 15(a) or (b) a description of the Claim, circumstances, or Securityholder Derivative Demand, the nature of any alleged Wrongful Acts, the nature of the alleged or potential damage, the names of all actual or potential claimants, the names of all actual or potential defendants, and the manner in which such Insured first became aware of the Claim, circumstances, or Securityholder Derivative Demand.

Defense and Settlement

16.

(a) It shall be the duty of theInsureds and not the duty of the Company to defend Claims made against the Insureds.

(b)

The Insureds agree not to settle or offer to settle any Claim, incur any Defense Costs or otherwise assume any contractual obligation or admit any liability with respect to any Claim without the Company's prior written consent. The Company shall not be liable for any element of Loss incurred, for any obligation assumed, or for any admission made, by any Insured without the Company's prior mitten consent. Provided the Insureds comply with Subsections 16(c) and (d) below, the Company shall not unreasonably withhold any such consent.

(c)

With respect to any Claim that appears reasonably likely to be covered in whole or in part under this coverage section, the Company shall have the right and shall be given the opportunity to effectively associate with the Insureds, and shall be consulted in advance by the Insureds, regarding the investigation, defense and settlement of such Claim, including but not limited to selecting appropriate defense counsel and negotiating any settlement.

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(d)

The Insureds agree to provide the Company with all information, assistance and cooperation which the Company may reasonably require and agree that in the event of a Claim the Insureds will do nothing that could prejudice the Company's position or its potential or actual rights of recovery.

(e)

Any advancement of Defense Costs shall be repaid to the Company by the Insureds, severally according to their respective interests, if and to the extent it is determined that such Defense Costs are not insured under this coverage section.

Allocation

17. (a)

If in anySecurities Claim the Insureds incur both Loss that is covered under this

coverage section and loss that is not covered under this coverage section, the Insureds and the Company shall allocate such amount between covered Loss and non-covered loss as follows:

(i)

The portion, if any, of such amount that is in part covered and in part not covered

under Insuring Clause 2 shall be allocated in its entirety to covered Loss, subject, however, to the applicable Retention and Coinsurance Percentage set forth in Items 4(C) and 3(A) of the Declarations for this coverage section, respectively; and

(ii)

The portion, if any, of such amount that is in part covered and in part not covered

under Insuring Clause 1 or 3 shall be allocated between covered Loss and non- covered loss based on the relative legal and financial exposures of the Insureds to covered and non-covered matters and, in the event of a settlement in such Securities Claim, based also on the relative benefits to the Insureds from settlement of the covered matters and from settlement of the non-covered matters; provided that the amount so allocated to covered Loss under Insuring Clause 3 shall be subject to the Retention and Coinsurance Percentage set forth in Items 4(C) and 3(A) of the Declarations for this coverage section, respectively.

The Company shall not be liable under this coverage section for the portion of such amount allocated to non-covered loss. The allocation described in (i) above shall be final and binding on the Company and the Insureds under Insuring Clause 2, but shall not apply to any allocation under Insuring Clauses 1 and 3.

(b)

If in any Claim other than a Securities Claim the Insured Persons incur both Loss that is covered under this coverage section and loss that is not covered under this coverage section, either because such Claim includes both covered and non-covered matters or because such Claim is made against both Insured Persons and others (including the Organization), the Insureds and the Company shall allocate such amount between covered Loss and non-covered loss based on the relative legal and financial exposures of the parties to covered and non-covered matters and, in the event of a settlement in such Claim, based also on the relative benefits to the parties from such settlement. The Company shall not be liable under this coverage section for the portion of such amount allocated to non-covered loss.

(c)

If the Insureds and the Company agree on an allocation of Defense Costs the Company shall advance on a current basis Defense Costs allocated to the covered Loss. If the Insureds and the Company cannot agree on an allocation:

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(i)

no presumption as to allocation shall exist in any arbitration, suit or other

proceeding;

(ii)

the Company shall advance on a current basis Defense Costs which the Company believes to be covered under this coverage section until a different allocation is negotiated, arbitrated or judicially determined; and

(iii)

the Company, if requested by theInsureds, shall submit the dispute to binding arbitration. The rules of the American Arbitration Association shall apply except with respect to the selection of the arbitration panel, which shall consist of one arbitrator selected by the Insureds, one arbitrator selected by the Company, and a third independent arbitrator selected by the first two arbitrators.

(d)

Any negotiated, arbitrated or judicially determined allocation ofDefense Costs on account of a Claim shall be applied retroactively to all Defense Costs on account of such Claim, notwithstanding any prior advancement to the contrary. Any allocation or advancement of Defense Costs on account of a Claim shall not apply to or create any presumption with respect to the allocation of other Loss on account of such Claim.

Other Insurance

18.

If any Loss under this coverage section is insured under any other valid insurance policy(ies), then this coverage section shall cover such Loss, subject to its limitations, conditions, provisions and other terms, only to the extent that the amount of such Loss is in excess of the applicable retention (or deductible) and limit of liability under such other insurance, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Liability provided in this coverage section. Any payment by Insureds of a retention or deductible under such other insurance shall reduce, by the amount of such payment which would otherwise have been covered under this coverage section, the applicable Retention under this coverage section.

Payment of Loss

19.

In the event payment of Loss is due under this coverage section but the amount of such Loss in the aggregate exceeds the remaining available Limit of Liability for this coverage section, the Company shall:

(a)

first pay such Loss for which coverage is provided under Insuring Clause 1 of this coverage section; then

(b)

to the extent of any remaining amount of the Limit of Liability available after payment under (a) above, pay such Loss for which coverage is provided under any other Insuring Clause of this coverage section.

Except as otherwise provided in this Subsection 19, the Company may pay covered Loss as it becomes due under this coverage section without regard to the potential for other future payment obligations under this coverage section.

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Changes in Exposure

Acquisition /Creation of Another Organization

20.

If before or during thePolicy Period any Organization:

(a)

acquires securities or voting rights in another organization or creates another organization, which as a result of such acquisition or creation becomes a Subsidiary; or

(b)

acquires another organization by merger into or consolidation with an Organization such that the Organization is the surviving entity,

such other organization and its Insured Persons shall be Insureds under this coverage section, but only with respect to Wrongful Acts committed, attempted, or allegedly committed or attempted after such acquisition or creation unless the Company agrees, after presentation of a complete application and all other appropriate information, to provide coverage by endorsement for Wrongful Acts committed, attempted, or allegedly

committed or attempted by such Insureds before such acquisition or creation.

If the total assets of any such acquired organization or new Subsidiary exceed ten percent (10%) of the total assets of the Parent Organization (as reflected in the most recent audited consolidated financial statements of such organization and the Parent Organization, respectively, as of the date of such acquisition or creation), the Parent Organization shall give written notice of such acquisition or creation to the Company as soon as practicable, but in no event later than sixty (60) days after the date of such acquisition or creation, together with such other information as the Company may require and shall pay any reasonable additional premium required by the Company. If the Parent Organization fails to give such notice within the time specified in the preceding sentence, or fails to pay the additional premium required by the Company, coverage for such acquired or created organization and its Insured Persons shall terminate with respect to Claims

first made more than sixty (60) days after such acquisition or creation. Coverage for any acquired or created organization described in this paragraph, and for the Insured Persons of such organization, shall be subject to such additional or different terms, conditions and limitations of coverage as the Company in its sole discretion may require.

Acquisition by Another Organization

21.

If:

(a)

the Parent Organization merges into or consolidates with another organization and the Parent Organization is not the surviving entity; or

(b)

another organization or person or group of organizations and/or persons acting in concert acquires securities or voting rights which result in ownership or voting control by the other organization(s) or person(s) of more than fifty percent (50%) of the outstanding securities or voting rights representing the present right to vote for the election of or to appoint directors or Managers of the Parent Organization,

coverage under this coverage section shall continue until termination of this coverage section, but only with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted by Insureds before such merger, consolidation or

		Executive Protection Portfolio SM

		Executive Liability and Entity Securities
		Liability Coverage Section

acquisition. Upon the occurrence of any event described in (a) or (b) of this Subsection 21, the entire premium for this coverage section shall be deemed fully earned.

The Parent Organization shall give written notice of such merger, consolidation or acquisition to the Company as soon as practicable, but in no event later than sixty (60) days after the date of such merger, consolidation or acquisition, together with such other information as the Company may require. Upon receipt of such notice and information and at the request of the Parent Organization, the Company shall provide to the Parent Organization a quotation for an extension of coverage (for such period as may be negotiated between the Company and the Parent Organization) with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted by Insureds before such merger, consolidation or acquisition. Any coverage extension pursuant to such quotation shall be subject to such additional or different terms, conditions and limitations of coverage, and payment of such additional premium, as the Company in its sole discretion may require.

Cessation of Subsidiary

22.

In the event an organization ceases to be a Subsidiary before or during the Policy Period, coverage with respect to such Subsidiary and its Insured Persons shall continue until termination of this coverage section, but only with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted while such organization was a Subsidiary.

Related Entity Public Offering

23.

If any Organization files or causes to be filed, with the United States Securities and Exchange Commission or an equivalent agency or government department in any country other than the United States of America, any registration statement in contemplation of a public offering of equity securities by any entity other than the Parent Organization (irrespective of whether such public offering is an initial public offering or a secondary or other offering subsequent to an initial public offering), then the Company shall not be liable for Loss on account of any Claim based upon, arising from, or in consequence of such registration statement or the sale, offer to sell, distribution or issuance of any securities pursuant to such registration statement, unless (i) the Company receives written notice at least thirty (30) days prior to the effective date of such registration statement providing full details of the contemplated offering, and (ii) the Company, in its sole discretion, agrees by written endorsement to this coverage section to provide coverage for such Claims upon such terms and conditions, subject to such limitations and other provisions, and for such additional premium as the Company may require. If the Company in its sole discretion agrees to provide coverage for such Claims, the additional premium specified by the Company shall be payable to the Company in full not later than the date on which such registration statement becomes effective.

Representations and Severability

24.

In issuing this coverage section the Company has relied upon the statements,representations and information in the Application. All of the Insureds acknowledge and agree that all such statements, representations and information (i) are true and accurate, (ii) were made or provided in order to induce the Company to issue this coverage section,

		Executive Protection Portfolio SM

		Executive Liability and Entity Securities
		Liability Coverage Section

and (iii) are material to the Company's acceptance of the risk to which this coverage section applies.

In the event that any of the statements, representations or information in the Application are not true and accurate, this coverage section shall be void with respect to (i) any Insured who knew as of the effective date of the Application the facts that were not truthfully and accurately disclosed (whether or not the Insured knew of such untruthful disclosure in the Application) or to whom knowledge of such facts is imputed, and (ii) the Organization under Insuring Clause 2 to the extent it indemnifies an Insured Person who had such actual or imputed knowledge. For purposes of the preceding sentence:

(a)

the knowledge of any Insured Person who is a past, present or future chief financial officer, in-house general counsel, chief executive officer, president or chairperson of an Organization shall be imputed to such Organization and its Subsidiaries;

(b)

the knowledge of the person(s) who signed the Application for this coverage section shall be imputed to all of the Insureds; and

(c)

except as provided in (a) above, the knowledge of anInsured Person who did not sign the Application shall not be imputed to any other Insured.

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
this endorsement/rider: May 15, 2011	Executive Risk Indemnity Inc.

	Endorsement/Rider No. 1

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

AMEND CHANGES IN EXPOSURE ENDORSEMENT

In consideration of the premium charged, it is agreed that the second full paragraph of Subsection 20 of this coverage section, Changes in Exposure: Acquisition/Creation of Another Organization, is amended to read in its entirety as follows:

If the total assets of any such acquired organization or new Subsidiary exceed thirty percent (30%) of the total assets of the Parent Organization (as reflected in the most recent audited financial statements of such organization and the Parent Organization, respectively, as of the date of such acquisition or creation), the Parent Organization shall give written notice of such acquisition or creation to the Company as soon as practicable, but in no event later than ninety (90) days after the date of such acquisition or creation, together with

such other information as the Company may require and shall pay any reasonable additional premium required by the Company. If the Parent Organization fails to give such notice within the time specified in the preceding sentence, or fails to pay the additional premium required by the Company, coverage for such acquired or created organization and its Insured Persons shall terminate with respect to Claims first made more than ninety (90) days after such acquisition or creation. Coverage for any acquired or created organization described in this paragraph, and for the Insured Persons of such organization, shall be subject to such additional or different terms, conditions and limitations of coverage as the Company in its sole discretion may require.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
	Executive Risk Indemnity Inc.
this endorsement/rider: May 15, 2011
	Endorsement/Rider No. 2

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

AMEND REPRESENTATIONS AND SEVERABILITY WITH ABSOLUTE NON-RESCINDABLE

COVERAGE ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) Subsection 24, Representations and Severability, of this coverage section is deleted and replaced with the following:

(a)

The Insureds acknowledge and agree that, in issuing this coverage section, the Company has relied on all statements, representations and information contained in the Application as being true and accurate. All such statements, representations and information are the basis for this coverage section and are to be considered incorporated into this coverage section.

(b)

Such Application shall be construed as a separate application for coverage by each of the Insured Persons. With respect to any statements, representations and information contained in the Application, no knowledge possessed by an Insured Person shall be imputed to any other Insured Person.

However, in the event that such Application, contains any misrepresentations made with the actual intent to deceive or contains misrepresentations which materially affect either the acceptance of the risk or the hazard assumed by the Company under this coverage section, then no coverage shall be afforded for any Claim based upon, arising from or in consequence of any such misrepresentations under:

(i)

Insuring Clause 1 of this coverage section, with respect to anyInsured Person who

knew of such misrepresentations (whether or not such individual knew such Application contained such misrepresentations);

(ii)

Insuring Clause 2 of this coverage section, with respect to anyOrganization to the

extent it indemnifies any Insured Person in subsection (i) above; and

(iii)

Insuring Clause 3 or 4 of this coverage section, with respect to anyOrganization if any

past or present chief executive officer or chief financial officer of the Parent Organization knew of such misrepresentations (whether or not such individual knew such Application contained such misrepresentations);

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

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(2) The following Subsection is added to this coverage section as follows:

Non-Rescindable

The Company shall not be entitled under any circumstances to void or rescind this coverage section with respect to any Insured.

Nothing contained herein shall limit or waive any other rights or remedies available to the Company.

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 2

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
this endorsement/rider: May 15, 2011	Executive Risk Indemnity Inc.

	Endorsement/Rider No. 3

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

PRIORITY OF PAYMENTS ENDORSEMENT

In consideration of the premium charged, it is agreed that Subsection 19, Payment of Loss, of this coverage section is deleted and replaced with the following:

19.	In the event ofLoss arising from a covered Claim for which payment is concurrently due under more than one of the insuring clauses of this coverage section, the Company shall:

(a)

first, payLoss for which coverage is provided under Insuring Clause 1 of this coverage section;

then

(b)

only after payment ofLoss has been made pursuant to (a) above, with respect to whatever remaining amount of the Limit of Liability is available after such payment, at the written request of the current and active Independent Lead Director of the Parent Organization, either pay or withhold payment of such other Loss for which coverage is provided under Insuring Clause 2 of this coverage section; and then

(c)

only after payment ofLoss has been made pursuant to (a) and (b) above, with respect to whatever remaining amount of the Limit of Liability is available after such payment, at the written request of the current and active Independent Lead Director of the Parent Organization, either pay or withhold payment of such other Loss for which coverage is provided under Insuring Clauses 3 and 4 of this coverage section.

In the event the Company withholds payment pursuant to (b) and/or (c) above, then the Company shall, at such time and in such manner as shall be set forth in written instructions of the current and active Independent Lead Director of the Parent Organization, remit such payment to an Organization or directly to or on behalf of an Insured Person.

The bankruptcy or insolvency of any Organization or any Insured Person shall not relieve the Company of any of its obligations to prioritize payment of covered Loss under this coverage section pursuant to this endorsement.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 2

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
this endorsement/rider: May 15, 2011	Executive Risk Indemnity Inc.

	Endorsement/Rider No. 4

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

AMEND DEFINITION OF WRONGFUL ACT ENDORSEMENT

In consideration of the premium charged, it is agreed that Subparagraph (b) of the definition of Wrongful Act as defined in Subsection 5, Definitions, of this coverage section is deleted and replaced with the following:

(b)	any other matter claimed against an Insured Person solely by reason of his or her serving in an Insured Capacity, including any matter claimed pursuant to Section 304(a) of the SarbanesOxley Act of 2002.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

ENDORSEMENT

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
this endorsement/rider: May 15, 2011	Executive Risk Indemnity Inc.

	Endorsement/Rider No. 5

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

NEW JERSEY AMENDATORY ENDORSEMENT

TO THE EXECUTIVE LIABILITY AND ENTITY SECURITIES LIABILITY COVERAGE SECTION

In consideration of the premium charged, it is agreed that:

1.	The first sentence of Subsection 12. Extended Reporting Period of the Executive Liability and Entity

Securities Liability Coverage Section is amended as follows:

"If the Company or the Insureds terminate or refuse to renew this coverage section, the Parent Organization and the Insured Persons shall have the right, upon payment of the additional premium set forth in Item 6(B) of the Declarations for this coverage section, to an extension of the coverage granted by this coverage section for Claims that are (i) first made during the period set forth in Item 6(A) of the Declarations for this coverage section (the "Extended Reporting Period") following the effective date of termination or non-renewal, and (ii) reported to the Company in writing within the time provided in Subsection 15(a) of this coverage section but only to the extent such Claims are for Wrongful Acts committed, attempted, or allegedly committed or attempted before the earlier of the effective date of termination or non-renewal or the date of the first merger, consolidation or acquisition event described in Subsection 21 below."

2.	Subsection 12. Extended Reporting Period of the Executive Liability and Entity Securities Liability

Coverage Section is amended further by adding the following at the end of such Subsection:

"If money is owed to the Company under this policy, then such Extended Reporting Period will not become effective until all amounts due under this policy are paid and the premium for the Extended Reporting Period is paid when due. Any premium paid for the Extended Reporting Period will be applied first to amounts owed under this policy."

The policy is deemed to have been amended to the extent necessary to effectuate the purposes of this Amendatory Endorsement.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

All other terms, conditions and limitations of this policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 2

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
this endorsement/rider: May 15, 2011	Executive Risk Indemnity Inc.

	Endorsement/Rider No. 6

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

BLANKET 501(C)(3) DOUBLE EXCESS OUTSIDE DIRECTORSHIP LIABILITY ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1)	The definition ofInsured Capacity in Subsection 5., Definitions, of this coverage section is deleted and replaced with the following:

Except as specifically provided for an Outside Directorship, Insured Capacity does not include any position or capacity held by an Insured Person in any organization other than the Organization, even if the Organization directed or requested the Insured Person to serve in such position or capacity in such other organization.

(2)	The following definitions are added to Subsection 5., Definitions, of this coverage section:

Outside Directorship means a position held by an Insured Person (other than Insured Person described in paragraph (c) of the definition of Insured Person), at the specific request or direction of the Organization, as a director, officer, trustee, governor or equivalent executive of an Outside Entity.

Outside Entity means any non-profit corporation, community chest, fund organization or foundation exempt from federal income tax as ay organization described in Section 501(c)(3), Internal Revenue Code of 1986, as amended, that is not an Organization.

(3)

The Company shall not be liable for Loss on account of any Claim against an Insured Person for Wrongful Acts of such Insured Person in an Outside Directorship, if such Claim is brought or maintained by or on behalf of (i) an Outside Entity or (ii) any director, officer, trustee, governor or equivalent executive of an Outside Entity in any capacity; this exclusion shall not, however, apply to:

(a)a Claim brought or maintained derivatively on behalf of an Outside Entity by one or

more securityholders of the Outside Entity who are not directors, officers, trustees, governors or equivalent executives of the Outside Entity, provided that such Claim is

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

brought and maintained without any active assistance or participation of, or solicitation by, any director, officer, trustee, governor or equivalent executive of the Outside Entity; or

(b)

an employmentClaim brought or maintained by or on behalf of a director, officer, trustee, governor or equivalent executive of an Outside Entity who is not an Insured Person.

(4)	Exclusion 6(g) shall not apply toClaims for Wrongful Acts of an Insured Person in an Outside Directorship.

(5)	The Company shall not be liable forLoss on account of aiy Claim that is for Wrongful Acts committed, attempted, or allegedly committed or attempted by such Insured Person before beginning to serve in the Outside Directorship or after ceasing to serve in the Outside Directorship.

(6)	Subsection 18., Other Insurance, of this coverage section is amended as follows:

(a)

The heading'Other Insurance' is deleted and replaced with 'Other Insurance and Indemnity'.

(b)

The following paragraph is added to the end thereof:

Without in any way limiting the foregoing, it is expressly understood and acknowledged that any coverage provided to any Insured Person in an Outside Directorship shall be specifically excess of any indemnity (other than any indemnity provided by the Organization) or insurance available to such Insured Person by reason of serving in the Outside Directorship.

(7)	Nothing in this endorsement is intended, nor shall anything herein be construed, to increase any of the Company's Limits of Liability shown in Item 2 of the Declarations for this coverage section.

(8)

If the Company or any of its subsidiaries or affiliated companies makes payment under anotherpolicy, or under another coverage section of this policy, on account of a Claim that (i) is also covered under this coverage section and that (ii) is made against an Insured Person for his or her Wrongful Acts in an Outside Directorship, then this coverage section's Limit of Liability with respect to that Claim (as set forth in Item 2(A) of the Declarations for this coverage section) shall be reduced by the amount of the payment so made under such other policy or other coverage section.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 2

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
	Executive Risk Indemnity Inc.
this endorsement/rider: May 15, 2011
	Endorsement/Rider No. 7

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

OUTSIDE FOR-PROFIT DIRECTORSHIP LIABILITY ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1)	Solely for purposes of the coverage provided under Insuring Clause 1 and Insuring Clause 2 of thiscoverage section, the definition of "Insured Capacity' in Subsection 5. Definitions is amended to read in its entirety as follows:

Insured Capacity means:

(a)

a position as a duly elected or appointed director, officer or Manager, or as the in-house general counsel, of any Organization chartered in the United States of America;

(b)

a position equivalent to one of the positions described in (a) above in an Organization that is chartered in a jurisdiction other than the United States of America;

(c)

an Outside For-Profit Directorship held by a duly elected or appointed director, officer or Manager of an Organization or other employee of an Organization; or

(d)

solely with respect to Securities Claims, a position as an employee of an Organization.

Except as specifically provided in part (c) of this definition, Insured Capacity does not include any position or capacity held by an Insured Person in any organization other than the Organization, even if the Organization directed or requested the Insured Person to serve in such position or capacity in such other organization.

For purposes of any coverage that may be provided under Insuring Clause 3 or Insuring Clause 4 of this coverage section, the definition of "Insured Capacity" in Subsection 5. Definitions shall remain unchanged.

(2)	For-Profit Outside Entitymeans any for-profit entity or organization that (i) is not an Organization and (ii) is not exempt from federal income tax pursuant b Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

(3)	Outside For-Profit Directorshipmeans a position held by an Insured Person, with the knowledge and consent of the Organization or at the request of the Organization, as a director, officer, trustee, governor or equivalent executive of a For-Profit Outside Entity.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

(4)

The Company shall not be liable forLoss on account of any Claim against an Insured Person for Wrongful Acts of such Insured Person in an Outside For-Profit Directorship, if such Claim is brought or maintained by or on behalf of (i) a For-Profit Outside Entity or (ii) any director, officer, trustee, governor or equivalent executive of a For-Profit Outside Entity in any capacity; this exclusion shall not, however, apply to:

(a)

a Claim brought or maintained derivatively on behalf of a For-Profit Outside Entity by one or more securityholders of the For-Profit Outside Entity who are not directors, officers, trustees, governors or equivalent executives of the For-Profit Outside Entity, provided that such Claim is brought and maintained without any active assistance or participation of, or solicitation by, any director, officer, trustee, governor or equivalent executive of the For-Profit Outside Entity; or

(b)

an employmentClaim brought or maintained by or on behalf of a director, officer, trustee, governor or equivalent executive of a For-Profit Outside Entity who is not an Insured Person.

(5)	Exclusion 6(d) of this coverage section is amended to read in its entirety as follows:

(d)

based upon, arising from, or in consequence of:

(i)

any actual, alleged or threatened exposure to, or generation, storage, transportation, discharge, emission, release, dispersal, escape, treatment, removal or disposal of any Pollutants; or

(ii)

any regulation, order, direction or request to test for, monitor, clean up, remove, contain,treat, detoxify or neutralize any Pollutants, or any action taken in contemplation or anticipation of any such regulation, order, direction or request,

including but not limited to any Claim for financial loss to the Organization, any securityholder or creditor of the Organization, any For-Profit Outside Entity, or any securityholder, creditor or member of a For-Profit Outside Entity based upon, arising from, or in consequence of any matter described in clause (i) or clause (ii) of this Exclusion 6(d).

(6)	Exclusion 6(g) of this coverage section is amended to read in its entirety as follows:

(g)

for Wrongful Acts of an Insured Person in his or her capacity as a director, officer, manager, trustee, regent, governor or employee of any entity other than the Organization. This Exclusion 6(g) shall not apply to Claims for Wrongful Acts of an Insured Person in an Outside For-Profit Directorship but shall apply to any Claim, or portion thereof, that is for Wrongful Acts commuted, attempted, or allegedly committed or attempted by such Insured Person before beginning to serve in the Outside For-Profit Directorship or after ceasing to serve in the Outside For-Profit Directorship.

(7)	Exclusion 7(a) of this coverage section is amended to read in its entirety as follows:

(a)

for an accounting of profits made from the purchase or sale by suchInsured Person of securities of the Organization or securities of a For-Profit Outside Entity, within the meaning of Section 16(b) of the Securities Exchange Act of 1934, any amendments thereto, or any similar provision of any federal, state, or local statutory law or common law anywhere in the world.

(8)	Subsection 18. Other Insurance of this coverage section is amended to read in its entirety as follows:

18.

Other Insurance and Indemnity

(a)

Page 2

in excess of the applicable retention (or deductible) and limit of liability under such other insurance, whether such other insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written only as specific excess insurance over the Limits of Liability provided in this coverage section. Without in any way limiting the foregoing, it is expressly understood and acknowledged that with respect to Loss resulting from a Claim against an Insured Person for his or her Wrongful Acts in an Outside For-Profit Directorship, coverage for any such Loss under this coverage section shall be specifically excess of the applicable retention (or deductible) and limit of liability of any other insurance (whether maintained by the For-Profit Outside Entity or otherwise) that is available to such Insured Person by reason of his or her service in such Outside For-Profit Directorship. Any payment by Insureds of a retention or deductible under any other insurance described in this paragraph shall reduce, by the amount of such payment which would otherwise have been covered under this coverage section, the applicable Retention under this coverage section.

(b)

With respect toLoss resulting from a Claim against an Insured Person for his or her

Wrongful Acts in an Outside For-Profit Directorship, coverage for any such Loss under this coverage section shall also be specifically excess of any indemnification that is available to such Insured Person by reason of his or her service in such Outside For- Profit Directorship, including indemnification available from or provided by the For- Profit Outside Entity and including indemnification available from or provided by the Organization. The Insureds agree that they will use their best efforts promptly to enforce any right of an Insured Person to obtain indemnification from a For-Profit Outside Entity or any other organization.

(9)	Nothing in this endorsement is intended, nor shall anything herein be construed, to increase any of theCompany's Limits of Liability shown in Item 2 of the Declarations for this coverage section.

(10)

If the Company or any of its subsidiaries or affiliated companies makes payment under another policy, orunder another coverage section of this policy, on account of a Claim that (i) is also covered under this coverage section and that (ii) is made against an Insured Person for his or her Wrongful Acts in an Outside For-Profit Directorship, then this coverage section's Limit of Liability with respect to that Claim (as set forth in Item 2(A) of the Declarations for this coverage section) shall be reduced by the amount of the payment so made under such other policy or other coverage section.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 3

ENDORSEMENT

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of	Company: Executive Risk Indemnity Inc.

this endorsement/rider: May 15, 2011	Endorsement No. 8


	To be attached to and
	form a part of Policy No. *
Issued to: Aeropostale, Inc.

NON-ENTITY EMPLOYMENT PRACTICES ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1)	Paragraph (1) of the definition of"Claim" in Subsection 5. Definitions of this coverage section is amended to provide that, when used in reference to the coverage provided by Insuring Clause 1 or 2, Claim also means a written notice from any:

(i)

past, present or prospective employee of theOrganization; or

(ii)

government agency with jurisdiction over the Organization's employment practices, stating that such past, present or prospective employee or government agency intends to hold an Insured Person responsible for wrongful dismissal, discharge or termination of employment; breach of an oral or written employment or quasi-employment contract; employment-related misrepresentation; violation of an employment discrimination law (including by workplace harassment); wrongful discipline, demotion, denial of tenure or failure or refusal to promote; or employment-related invasion of privacy, employment-related defamation, or employment-related wrongful infliction of emotional distress.

(2)	Part (c) of the definition of"Insured Person" in Subsection 5. Definitions of this coverage section is amended to read in its entirety as follows:

"(c)

solely with respect toSecurities Claims and employment Claims, any other

employee of an Organization, provided that such other employees shall not, solely by reason of their status as employees, be Insured Persons for purposes of Exclusion 6(c)."

(3)	Subsection 5. Definitions of this coverage section is amended by adding the following definition:

"Retaliation means retaliatory treatment against an employee of an Organization on account of such individual:

(a) exercising his or her rights under law;

(b) refusing to violate any law;

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

(d) disclosing or threatening to disclose to a superior or to any governmental agency alleged violations of law; or

(e) having assisted or testified in or cooperated with a proceeding or investigation regarding alleged violations of law by an Insured."

(4)	Subsection 6. Exclusions (e) of this coverage section is amended to read in its entirety as follows:

"(e) for bodily injury, mental anguish, emotional distress, sickness, disease or death of any person or damage to or destruction of any tangible property including loss of use thereof whether or not it is damaged or destroyed; provided that this Exclusion 6(e) shall not apply to:

(i) allegations of mental anguish or emotional distress, to the extent that such allegations are made as part of an employment Claim against an Insured Person; or

(ii) allegations of bodily injury, mental anguish, emotional distress, sickness, disease or death resulting from libel or slander or oral or written publication of defamatory or disparaging material, to the extent that such allegations are made as part of an employment Claim against an Insured Person."

(5)	The Company shall not be liable for Loss on account of any Claim:

(a)

for any actual or alleged violation of the responsibilities, obligations or duties imposed by any federal, state, or local statutory law or common law anywhere in the world (including but not limited to the Occupational Safety and Health Act) or amendments to or regulations promulgated under any such law that governs workplace safety and health, including but not limited to any obligation to maintain a place of employment free from hazards likely to cause physical harm, injury or death; provided that this exclusion shall not apply to an employment Claim for Retaliation;

(b)

(i)

the calculation, timing or manner of payment of minimum wages, prevailing wage rates, overtime pay or other compensation alleged to be due and owing;

(ii)

the classification of any organization or person for wage and hour purposes;

(iii)

garnishments, withholdings or other deductions from wages;

(iv)

child labor;

(v)

pay equity or comparable worth; or

(vi)

any similar policies or practices;

Page 2

provided that this exclusion shall not apply to an employment Claim for Retaliation or for violation of the Equal Pay Act;

(c)

for any actual or alleged violation of the responsibilities, obligations or duties imposed by any federal, state, or local statutory law or common law anywhere in the world (including but not limited to the Worker Adjustment and Retraining Notification Act) or amendments to or regulations promulgated under any such law that governs any obligation of an employer to notify, discuss or bargain with its employees or others in advance of any plant or facility closing or mass layoff or any similar obligation; provided that this exclusion shall not apply to an employment Claim for Retaliation; or

(d)

(i)

the rights of employees to engage in, or to refrain from engaging in, union orother collective activities, including but not limited to union organizing, union elections and other union activities;

(ii)

the duty or obligation of an employer to meet, discuss, notify or bargain with any employee or employee representative, collectively or otherwise;

(iii)

the enforcement of any collective bargaining agreement, including but not limited to grievance and arbitration proceedings;

(iv)

strikes, work stoppages, boycotts, picketing and lockouts; or

(v)

any similar rights or duties.

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 3

ENDORSEMENT

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
	Company: Executive Risk Indemnity Inc.
this endorsement/rider: May 15, 2011
	Endorsement No. 9

	To be attached to and
	form a part of Policy No. *
Issued to: Aeropostale, Inc.

AMEND DEFINITION OF INSURED PERSON ENDORSEMENT

In consideration of the premium charged, it is agreed that the term Insured Person as defined in Subsection 5 Definitions of this coverage section is amended to include any natural person who was, now is or shall become a/an/the Risk Manager, Audit Committee, Governors, Honorary Chairman, Trustees, Advisory Board Members, Members of the Board of Managers, Committee Members and Management Committee Members, Shadow and De Facto Directors, Board Representatives and Board Observers, Vice President Treasurer, Chief Accounting Officer, Vice President Controller, Vice President Tax, Accounting Director of an Organization.

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

ENDORSEMENT

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
	Company: Executive Risk Indemnity Inc.
this endorsement/rider: May 15, 2011
	Endorsement No. 10

	To be attached to and
	form a part of Policy No. *
Issued to: Aeropostale, Inc.

AMEND EXCLUSION 6(b) ENDORSEMENT

In consideration of the premium charged, it is agreed that subparagraph (b) of Subsection 6 Exclusions of this coverage section is amended to read in its entirety as follows:

(b)

based upon, arising from, or in consequence of any written demand, suit or other proceeding pending against, or order, decree or judgment entered for or against any Insured, on or prior to the Pending or Prior Date set forth in Item 7 of the Declarations for this coverage section, or the same or substantially the same fact, circumstance or situation underlying or alleged therein;

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
this endorsement/rider: May 15, 2011	Executive Risk Indemnity Inc.

	Endorsement No. 11


	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

EFFECT OF BANKRUPTCY ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1)	Bankruptcy or insolvency of an Insured shall neither relieve the Company of its obligations nor deprive the Company of its rights or defenses under this coverage section.

(2)

It is understood that the coverage provided under this coverage section is intended to protect and benefit the Insured Persons. If a liquidation or reorganization proceeding is commenced by or against the Organization pursuant to the United States Bankruptcy Code or any similar state or local law, the Insureds hereby (a) waive and release any automatic stay or injunction which may apply in such proceeding to this coverage section or its proceeds under such Bankruptcy Code or law, and (b) agree not to oppose or object to any efforts by the Company or any Insureds to obtain relief from any such stay or injunction.

(3)	The Insureds acknowledge and agree that nothing in this endorsement obligates the Company to:

(a)

seek a judicial ruling with respect to the validity or enforceability of any provision in paragraph (2) of this endorsement;

(b)

make any request for relief from any applicable stay or injunction on any Insured's behalf; or

(c)

assert any position in support of or in opposition to, or otherwise take part in litigation concerning, any Insured's request for relief from an applicable stay or injunction.

Nothing in this endorsement shall be construed to require the Company to: (i) make any payment of proceeds that are subject to a bankruptcy stay, in the absence of any necessary judicial authorization for the making of such payment; or (ii) in any way violate applicable bankruptcy law or an order of the bankruptcy court.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 2

ENDORSEMENT

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
this endorsement/rider: May 15, 2011	Company: Executive Risk Indemnity Inc.

	Endorsement No. 12

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

DELETE SUBSECTION 23 RELATED ENTITY PUBLIC OFFERING ENDORSEMENT

In consideration of the premium charged, it is agreed that Subsection 23 Related Entity Public Offering of this coverage section is deleted.

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
	Executive Risk Indemnity Inc.
this endorsement/rider: May 15, 2011
	Endorsement No. 13

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

AMEND CONDUCT EXCLUSIONS AND SECURITIES CLAIM ALLOCATION ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1)	Subsection 7., Exclusions Applicable to Insuring Clauses 1 and 2 Only, of this coverage section is deleted and replaced with the following:

Applicable To Insuring Clause 1 Only:

The Company shall not be liable under Insuring Clause 1 forLoss on account of any Claim made against any Insured Person:

(a) based upon, arising from, or in consequence of any deliberately fraudulent act or omission or any willful violation of any statute or regulation by such Insured Person, if a final, non-appealable adjudication in any underlying proceeding or action establishes such a deliberately fraudulent act or omission or willful violation; or

(b)

based upon, arising from, or in consequence of suchInsured Person having gained anyprofit, remuneration or other advantage to which such Insured Person was not legally entitled, if a final, non-appealable adjudication in any underlying proceeding or action establishes the gaining of such a profit, remuneration or advantage.

(2)	Subsection 8., Exclusions Applicable to Insuring Clause 3 Only, of this coverage section is deleted and replaced with the following:

Applicable To Insuring Clause 3 Only:

The Company shall not be liable under Insuring Clause 3 forLoss on account of any Securities

Claim made against any Organization:

(a)

based upon, arising from or in consequence of any deliberately fraudulent act or omission or any willful violation of any statute or regulation by such Organization or by any past, present or future chief financial officer, chief executive officer or chief operating officer of such Organization, if a final, non-appealable adjudication in any underlying proceeding or action establishes such a deliberately fraudulent act or omission or willful violation; or

(b) based upon, arising from, or in consequence of such Organization, or by any past, present or future chief financial officer, chief executive officer or chief operating officer of

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

such Organization having gained any profit, remuneration or other advantage to which any such individual or such Organization was not legally entitled, if a final, non- appealable adjudication in any underlying proceeding or action establishes the gaining of such a profit, remuneration or advantage; or

(c)

for any actual or alleged liability of an Organization under any contract or agreement that relates to the purchase, sale, or offer to purchase or sell any securities; provided that this Exclusion 8(c) shall not apply to liability that would have attached to such Organization in the absence of such contract or agreement.

(3)	With respect to Exclusions 7. and 8., as amended above, the terms "proceeding" and "action", as usedtherein, shall not include any declaratory proceeding or action brought by or against the Company.

(4)	Subsection 9., Severability of the Exclusions, of this coverage section is deleted and replaced with the following:

Severability of Exclusions

(a)

No conduct pertaining to any Insured Person shall be imputed to any other Insured Person for the purpose of applying any exclusion in this coverage section.

(b)

Conduct pertaining to any past, present, or future chief financial officer, chief executive officer or chief operating officer of an Organization shall be imputed to such Organization and its Subsidiaries for the purpose of applying the exclusions in Subsection 8 of this coverage section.

(5)	Paragraph (a) of Subsection 17., Allocation, of this coverage section is amended to read in its entirety as follows:

If in any Securities Claim the Insureds incur both Loss that is covered under this coverage section and loss that is not covered under this coverage section because such Securities Claim includes both covered and non-covered matters, the Insureds and the Company shall allocate such amount between covered Loss and non-covered loss based on the relative legal and financial exposures of the Insureds to the covered and non-covered matters and, in the event of a settlement in such Securities Claim, based also on the relative benefits to the Insureds from settlement of the covered and the non-covered matters. The Company shall not be liable under this coverage section for the portion of such amount allocated to non-covered loss.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.


	Authorized Representative

Page 2

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
	Executive Risk Indemnity Inc.
this endorsement/rider: May 15, 2011
	Endorsement No. 14

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

AMEND EXCLUSION 6(E) ENDORSEMENT

In consideration of the premium charged, it is agreed that paragraph (e) of Subsection 6. Exclusions Applicable to All Insuring Clauses of this coverage section is amended to read in its entirety as follows:

(e)

(i) mental anguish or emotional distress for which a claimant seeks compensation in an employment Claim; or

(ii) Loss which is on account of a Securities Claim brought by a securityholder of the Organization in his capacity as such, whether in his own right or on behalf of the Organization, provided that such Securities Claim is brought and maintained without any active assistance or participation of, or solicitation by, any Insured.

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
	Executive Risk Indemnity Inc.
this endorsement/rider: May 15, 2011
	Endorsement No. 15

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

EXECUTIVE PROTECTION ENHANCEMENT ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1)	AMEND DEFINITIONS

Subsection 5, Definitions, of this coverage section is amended as follows:

(a) Amend Application

The definition of Application is deleted and replaced with the following: Application means:

(1)

any application given to the Company for this coverage section, including any attachments, or any written information or documentation provided to the Company by or on behalf of an Insured for the purposes of the Company's underwriting of this coverage section;

(2)

all publicly available documents filed by an Organization with the Securities and Exchange Commission during the twelve (12) months preceding this policy's inception date; and

(3)

if applicable, any warranty provided to the Company within the past three (3) years in connection with any coverage section or policy of which this coverage section is a renewal or replacement.

(b) Amend Claim

The definition of Claim is amended by adding the following:

when used in reference to the coverage provided by Insuring Clauses 1 or 2, Claim also includes:

(i)

the service of a subpoena or other similar written request compelling witness testimony or document production upon an Insured Person in connection with ay matters described above against any Insured Person or an Organization for a Wrongful Act, in which case, the Company shall pay on behalf of such Insured Person Defense Costs and any reasonable and necessary costs, fees and expenses incurred solely by such Insured Person in responding to such subpoena or in producing the documentation demanded by such subpoena or document production request;

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

(ii)

a request by an Enforcement Unit for an Insured Person to appear for an interview or meeting with respect to the Insured Capacity of such Insured Person or an Organization's business activities; or

(iii)

in connection with an inquiry or investigation by an Enforcement Unit or a securityholder derivative demand, a request by an Organization for an Insured Person to appear for an interview or meeting with respect to the Insured Capacity of such Insured Person or an Organization's business activities;

provided that, with respect to:

(A)

subparagraph (i) above, such Claim shall be deemed to have been first made when such subpoena or other similar written request is served upon such Insured Person;

(B)

subparagraph (ii) and (iii) above:

any such request shall not be deemed aClaim first made during the Policy

Period until such Claim is reported pursuant to Subsection 15, Reporting and Notice, of this coverage section; and

the Company shall not pay for any amount incurred as a result of any document production demand or discovery request; and

(C)

subparagraph (i), (ii) and (iii) above, the Company shall not pay for any amount incurred as a result of any routine or regularly scheduled Enforcement Unit oversight, compliance, audit, inspection or examination.

The term Enforcement Unit means any federal, state, local or foreign law enforcement or governmental authority (including, the U.S. Department of Justice, the U.S. Securities and Exchange Commission and any attorney general) or the enforcement unit of any securities exchange or similar self-regulatory body.

(d) Delete Investigative Costs

The term Investigative Costs is deleted. Accordingly, all references to Investigative Costs are deleted from this coverage section.

(e) Amend Loss

The term Loss is deleted and replaced with the following:

Loss means the amount which any Insured becomes legally obligated to pay as a result of any Claim, including:

(1)

compensatory damages;

(2)

punitive, exemplary or multiplied damages, fines or penalties (including civil penalties assessed against an Insured Person pursuant to 15 U.S.C. §78dd-2(g)(2)(B) (the Foreign Corrupt Practices Act)), if and to the extent that any such damages, fines or penalties are insurable under the law of the jurisdiction most favorable to the insurability of such damages, fines or penalties, provided such jurisdiction has a substantial relationship to the relevant Insureds, to the Company, or to the Claim giving rise to such damages, fines or penalties;

(3)

judgments, including pre-judgment and post-judgment interest;

Page 2

(4)

settlements;

(5)

Defense Costs; and

(6)

any amount attributable to violations of Sections 11, 12 or 15 of the Securities Act of 1933, as amended, to the extent such amount is insurable under the law pursuant to which this coverage section is construed;

Loss does not include any portion of such amount that constitutes any:

(a)

cost incurred by the Organization to comply with any order for non-monetary or injunctive relief, or to comply with an agreement to provide such relief;

(b)

amount not insurable under the law pursuant to which this coverage section is construed; provided that the Company shall not assert that any amount attributable to violations of Sections 11, 12 or 15 of the Securities Act of 1933, as amended, is subject to this paragraph (b), unless such amount is determined to be uninsurable in a final, non- appealable adjudication (other than a declaratory or equivalent proceeding or action brought by or against the Company);

(c)

amount that represents or is substantially equivalent to an increase in the consideration paid (or proposed to be paid) by an Organization in connection with its purchase of any securities or assets;

(d)

taxes; except, solely for the purposes of Insuring Clause 1, any tax imposed upon an Insured Person in his or her capacity as such in connection with any bankruptcy, receivership, conservatorship, or liquidation of an Organization, to the extent that such tax is insurable under the law pursuant to which this coverage section is construed; or

(e)

cost incurred in cleaning-up, removing, containing, treating, detoxifying, neutralizing, assessing the effects of, testing for, or monitoring Pollutants.

(f)	Amend Pollutants The term Pollutants is deleted and replaced with the following:

Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, asbestos, asbestos products or waste. Waste includes materials to be recycled, reconditioned or reclaimed.

(g)	Delete Securityholder Derivative Demand

The term Securityholder Derivative Demand is deleted and all references to Securityholder Derivative Demand are deleted from this coverage section.

(h)	Add Securityholder Derivative Demand Evaluation Costs

The term Securityholder Derivative Demand Evaluation Costs is added as follows:

Securityholder Derivative Demand Evaluation Costs means reasonable costs, fees and expenses (other than regular or overtime wages, salaries, fees, or benefits of the directors, officers or employees of the Organization) incurred by the Organization (including its Board of Directors or any committee of its Board of Directors) prior to a Claim solely with respect to any evaluation required to determine whether it is in the best interest of the Organization to prosecute the claims alleged in a securityholder derivative demand, but in no event shall Securityholder Derivative Demand Evaluation Costs include any costs, fees or expenses incurred in a Securities Claim.

Page 3

(2)	AMEND EXCLUSIONS

Subsection 6 Exclusions Applicable To All Insuring Clauses, of this coverage section is amended as follows:

(a) Amend Prior Notice

Exclusion 6(a) is amended by deleting and replacing the word "given" with the word "accepted".

(b) Amend Insured v. Insured

Exclusion 6(c) is deleted and replaced with the following:

(i)

any other Organization; or

(ii)

an Insured Person of such Organization, provided that this paragraph (c)(2) shall not apply to any Claim brought:

(A) outside the United States of America or Canada;

(B) in the event of Financial Impairment of the Organization;

(D) while such Insured Person is no longer acting in an Insured Capacity;

(c)

Delete Pollution Exclusion

Exclusion 6(d) is deleted.

(3)	DELETE PRESUMPTIVE INDEMNIFICATION

Subsection 14, Presumptive Indemnification, of this coverage section is deleted.

(4)	AMEND REPORTING AND NOTICE

Subsection 15, Reporting and Notice, of this coverage section is amended as follows:

(a) Paragraph (a) is deleted and replaced with the following:

(a)	The Insureds shall, as a condition precedent to exercising any right to coverage under this policy, give to the Company written notice of any Claim no later than:

(i)

if this coverage section expires and is renewed with the Company, one hundred and eighty (180) days after such expiration; provided that, if the Parent Organization can prove to the Company's satisfaction that it was not reasonably possible for the Insureds to give such notice within the one hundred and eighty (180) day time period and that subsequent notice was given as soon as reasonably possible thereafter, the Company shall waive the foregoing time period;

(ii)

if this coverage section expires (or is otherwise terminated) without being renewed with the Company and if no Extended Reporting Period is purchased, sixty (60) days after the effective date of such expiration or termination; or

(iii)

the expiration date of the Extended Reporting Period, if purchased;

Page 4

provided that, if the Company sends written notice to the Parent Organization stating that this coverage section is being terminated for nonpayment of premium, the Insureds shall give to the Company written notice of such Claim prior to the effective date of such termination.

(b) The lead-in to Paragraph (b) is deleted and replaced with the following:

(b) If during the Policy Period or the Extended Reporting Period (if exercised) an Insured Person or Organization:

(d)

The reference to "as set forth in Subsection 15(a) above" in paragraph (b) is deleted and replaced with "no later than one hundred and eighty (180) days after the in-house general counsel or risk manager of the Parent Organization becomes aware of such Claim."

(5)	AMEND DEFENSE AND SETTLEMENT

Subsection 16, Defense and Settlement, of this coverage section is amended as follows:

(a)

Loss Incurred With Prior Consent

Paragraph (b) is amended to include the following after the second sentence:

Accordingly, the Company shall only be liable for Loss incurred with the Company's prior written consent. However, the Company may, in its sole discretion, waive the foregoing requirement with respect to Loss incurred within thirty (30) days prior to the reporting of a Claim pursuant to Subsection 15, Reporting and Notice, of this coverage section.

(b)

Advancement of Defense Costs Paragraph (e) is

deleted and replaced with the following:

(e)

Defense Costs on account of a Claim reported pursuant to Subsection 15, Reporting and Notice, of this coverage section shall be advanced on a current basis, but no later than ninety (90) days after receipt by the Company of invoices or bills detailing such Defense Costs and all other information requested by the Company with respect to such invoices or bills. The Company shall not seek repayment from an Insured Person of advanced Defense Costs that are uninsured pursuant to Exclusion 7 of this coverage section unless the applicable determination standard (i.e. final, non- appealable adjudication; or other) has been met and all other provisions of this coverage section applicable to Exclusion 7 have been applied.

Paragraph (f) is added as follows:

(f)

If an Organization refuses in writing, or fails within sixty (60) days of an Insured Person's written request for indemnification, to advance, pay or indemnify an Insured Person for Loss on account of a Claim, then, upon the Insured Person reporting the Claim pursuant to Subsection 15, Reporting and Notice, of this coverage section, the Company shall advance Defense Costs until such time that the Organization accepts the Insured Person's request for indemnification or the applicable Retention has been satisfied. Any advancement of Defense Costs by the Company shall reduce the Limit of Liability set forth in Item 2(B) of the Declarations.

Paragraph (g) is added as follows:

Page 5

(g)

Notwithstanding paragraph (b) above, with respect to any Claim, reported pursuant to Subsection 15, Reporting and Notice, of this coverage section, the Insureds may settle a Claim (inclusive of Defense Costs) without the Company's prior consent if the amount of such settlement does not exceed the amount of the applicable Retention. However, the Company shall not be liable for any settlement or Defense Costs in excess of the amount of the applicable Retention to which it has not consented in writing. The Insureds shall submit to the Company all requested information with respect to any Claim settled pursuant to this paragraph (g) upon either the underwriting of a renewal of this coverage section or upon expiration of this coverage section, whichever first occurs.

(6)	AMEND OTHER INSURANCE

Subsection 18, Other Insurance, of this coverage section is amended as follows:

(a)

The reference to "valid insurance" in the first sentence of this Subsection 18 is replaced with "valid and collectible insurance".

(b)

The following sentence is added at the end of this Subsection 18 as a separate paragraph:

In addition to, and not in limitation of, the above paragraph:

This coverage section is specifically excess of and shall not contribute with any insurance policy for pollution liability or environmental liability, including any general liability policy.

(7)	DELETE INSURING CLAUSE 4

Insuring Clause 4, Securityholder Derivative Demand Coverage, of this coverage section is deleted.

(8)	ADD SECURITYHOLDER DERIVATIVE DEMAND EVALUATION COVERAGE

The following Subsection is added to this coverage section:

SECURITYHOLDER DERIVATIVE DEMAND EVALUATION COVERAGE

The Company shall pay, on behalf of the Organization, Securityholder Derivative Demand Evaluation Costs incurred with the Company's prior written consent which the Organization becomes legally obligated to pay on account of any securityholder derivative demand that is first made during the Policy Period, or, if exercised, during the Extended Reporting Period, for Wrongful Acts by Insured Persons before or during the Policy Period in an amount not to exceed * which amount is part of, and not in addition to, the Limit of Liability as set forth in Item 2(B) of the Declarations of this coverage section and no Retention shall apply to such amount.

(9)	INDEMNIFICATION AND SUBROGATION

Solely with respect to this coverage section, Subsection 7, Subrogation, of the General Terms and Conditions Section of this policy is deemed deleted and replaced with the following:

This policy has been issued to the Parent Organization with the understanding and agreement that each Organization agrees to fulfill its indemnification obligations to the fullest extent permitted by: (i) any statutory or common law, or (ii) any contract or agreement providing an indemnification obligation exceeding any such statutory or common law, to any Insured Person. If the Company pays as Loss any indemnification owed to any Insured Person by any Organization, the Company does not waive or compromise any of its rights to recover such Loss from such Organization.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 6

In the event of any payment of Loss under this policy, the Company shall be subrogated to the extent of such payment of Loss to all of the Insureds' rights of recovery, including any such right to indemnification from any Organization, other insurance carrier or other source. As a condition precedent to the Company's payment of any Loss under this policy, the Insureds agree to execute all papers reasonably required and take all reasonable actions to secure and preserve the Company's rights, including the execution of such documents necessary to enable the Company effectively to bring suit or otherwise pursue subrogation rights in the name of the Insureds, including any action against any Organization for indemnification.

(10)	CANCELLATION/EXTENDED REPORTING TIME PERIOD LIBERALIZATION

In the event that any time period relating to notice of cancellation or extended reporting period election provided under this coverage section is less than any such time period required by applicable state law, the Company shall apply the applicable state law.

(11)	POLICY LIBERALIZATION

In the event that any provision of this endorsement conflicts in any way with a provision of another endorsement of this coverage section, to the extent allowed by applicable law, the Parent Organization may determine, in it sole discretion, if such provision in this endorsement or such other endorsement takes precedence in determining the application of such provision under this coverage section.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

Page 7

ENDORSEMENT/RIDER

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
	Company: Executive Risk Indemnity Inc.
this endorsement/rider: May 15, 2011
	Endorsement No. 16

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

AMEND DEFINITION OF CLAIM ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1)	Sections (1) and (2) of the definition of Claim, as set forth in Subsection 5 of this coverage section, are deleted and replaced with the following:

Claim means:

(1)

when used in reference to the coverage provided by Insuring Clauses 1 or 2:

(a)

a written demand for monetary or non-monetary relief, including injunctive relief;

(b)

a civil proceeding commenced by the service of a complaint or similar pleading;

(c)

a formal civil administrative or civil regulatory proceeding commenced by the filing of a notice of charges or similar document or by the entry of a formal order of investigation or similar document;

(d)

a criminal proceeding commenced by: (i) an arrest, or (ii) return of an indictment, information or similar document;

(e)

an official request for extradition, including the execution of an arrest warrant where such execution is an element of the request for extradition; or

(f)

an arbitration or mediation proceeding commenced by receipt of a demand for arbitration,demand for mediation or similar document, against an Insured Person for a Wrongful Act, including any appeal therefrom; or

(g)

a civil, criminal, administrative or regulatory investigation or interview of an Insured

Person for a Wrongful Act once such Insured Person is identified in writing by any investigating authority as a target of such investigation or interview, including when such Insured Person is served with a Wells Notice, target letter or similar document;

(2)

when used in reference to the coverage provided by Insuring Clause 3:

(a)

a written demand for monetary or non-monetary relief, including injunctive relief;

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

(b)

a civil proceeding commenced by the service of a complaint or similar pleading;

(c)

a formal civil administrative or civil regulatory proceeding commenced by the filing of a notice of charges or similar document or by the entry of a formal order of investigation or similar document, but only while such proceeding is also pending against an Insured Person;

(d)

a criminal proceeding commenced by the return of an indictment, information or similar document; or

(e)

an arbitration or mediation proceeding commenced by receipt of a demand for arbitration,demand for mediation or similar document,

against an Organization for a Wrongful Act, including any appeal therefrom; or

(2)	The following is added to the definition ofClaim in Subsection 5., Definitions, of this coverage section:

Claim also means a written request received by an Insured to toll or waive a statute of limitations, relating to a potential Claim or potential Securities Claim as described in paragraph (1) or (2) of the definition of Claim above.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.


	Authorized Representative

Page 2

ENDORSEMENT

Coverage Section: Executive Protection Portfolio Executive Liability and Entity Securities Liability Coverage Section (ERII)

Effective date of
	Company: Executive Risk Indemnity Inc.
this endorsement/rider: May 15, 2011
	Endorsement No. 17

	To be attached to and
	form a part of Policy No. *

Issued to: Aeropostale, Inc.

SELLING STOCKHOLDER CAPACITY ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) Solely with respect to a Securities Claim brought and maintained against both a Selling Insured Person (as defined in paragraph (2) of this endorsement) and at least one other Insured, the definition of Wrongful Act in Subsection 5 Definitions of this coverage section is amended by adding the following:

(c)

any error, misstatement, misleading statement, act, omission, neglect, or breach of duty committed,attempted, or allegedly committed or attempted by a Selling Insured Person in his or her capacity as such.

(2) As used in this endorsement, "Selling Insured Person" means an Insured Person who is, and who is acting in the capacity of, a selling stockholder in the public offering described in the May 13, 2002 S-1 filed with the Securities and Exchange Commission by Aeropostale, Inc. as the same may hereafter be amended from time to time.

The title and any headings in this endorsement are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this policy shall remain unchanged.

	/s/ illegible
	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

PREMIUM BILL

Insured:Aeropostale, Inc.

Date: 07/22/2011

Producer: AMWINS BROKERAGE OF NEW JERSEY

150 MORRISTOWN RD STE108

BERNARDSVILLE, NJ 07924-0000

Company: Federal Insurance Company

THIS BILLING IS TO BE ATTACHED TO AND FORM A PART OF THE POLICY REFERENCED BELOW.

Policy Number: *

Policy Period: May 15, 2011 to May 15, 2012

NOTE: PLEASE RETURN THIS BILL WITH REMITTANCE AND NOTE HEREON ANY CHANGES. BILL WILL BE RECEIPTED AND RETURNED TO YOU PROMPTLY UPON REQUEST.

PLEASE REMIT TO PRODUCER INDICATED ABOVE. PLEASE REFER TO 6800-8276

Product	Effective Date	Premium
ELITE EX	05/15/11	*

Surcharge: Property-Liability Insurance Guaranty Association Recoupment - New Jersey	05/15/11	*

* For Kentucky policies, amount displayed includes tax and collection fees.

TOTAL POLICY PREMIUM

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

POLICYHOLDER

DISCLOSURE NOTICE OF

TERRORISM INSURANCE COVERAGE

(for policies with no terrorism exclusion or sublimit)

Insuring Company: Federal Insurance Company

The portion of your policy's annual premium that is attributable to insurance for such acts of terrorism is: *.

If you have any questions about this notice, please contact your agent or broker.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

IMPORTANT NOTICE TO POLICYHOLDERS

Insuring Company: Federal Insurance Company

Thank you for choosing Chubb.

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059 Ci-ii.nam


DECLARATIONS		FEDERAL INSURANCE COMPANY

		A stock insurance company, incorporated under the
		laws of Indiana, herein called the Company
		Capital Center, 251 North Illinois, Suite 1100
		Indianapolis, IN 46204-1927

		Policy Number: *

NOTICE: THE EXECUTIVE ELITESM DIRECTORS AND OFFICERS LIABILITY POLICY PROVIDES CLAIMS MADE COVERAGE, WHICH APPLIES ONLY TO "CLAIMS" FIRST MADE DURING THE "POLICY PERIOD", OR ANY APPLICABLE EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED AND MAY BE EXHAUSTED BY "DEFENSE COSTS", AND "DEFENSE COSTS" WILL BE APPLIED AGAINST THE RETENTION AMOUNT. IN NO EVENT WILL THE COMPANY BE LIABLE FOR "DEFENSE COSTS" OR THE AMOUNT OF ANY JUDGMENT OR SETTLEMENT IN EXCESS OF THE APPLICABLE LIMIT OF LIABILITY. READ THE ENTIRE APPLICATION CAREFULLY BEFORE SIGNING.

Item 1	Parent Organization:	Aeropostale, Inc.

	Principal Address:	201 Willowbrook Blvd

Item 2	Policy Period:	From 12:01 A.M. on	May 15, 2011

		To 12:01 A.M. on	May 15, 2012

		Local time at the address shown in Item 1.

Item 3	Limit of Liability (inclusive of Defense Costs):

	(A) Each Claim:	*

	(B) Each Policy Period:	*

Item 4	Underlying Insurance:

(A) Primary Policy.

Insurer	Policy Number	Limits	Policy Period

Executive Risk ndemnity Inc.	*	*	May 15, 2011 To May 15, 2012

(B) Other Policies

Insurer	Policy Number	Limits	Policy Period

AXIS Insurance Co.	*	*	May 15, 2011 To May 15, 2012

Aspen Specialty Insurance Company	*	*	May 15, 2011 To May 15, 2012

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

Item 5 Extended Reporting Period:

	(A) Additional Period:	365 days

	(B) Additional Premium:	*

			FEDERAL INSURANCE CO NY
41/. anli-ta.*Ar" ahl-co#T•-
		Secretary
	07/22/2011			Date

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 2 of 2

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

In consideration of payment of the premium and subject to the Declarations and the limitations, conditions, provisions and other terms of this policy, the Company, the Parent Organization and the Insured Persons agree as follows:

I Insuring Clause

The Company shall pay, on behalf of the Insured Persons, Loss on account of any Claim first made against the Insured Persons during the Policy Period (or, if exercised, during the Extended Reporting Period) for a Wrongful Act of the Insured Person before a during the Policy Period, except to the extent that such Loss is paid by any other insurance.

In no event shall this policy provide coverage to any Organization or entity, including coverage for any loss for which an Organization grants indemnification to an Insured Person.

II Difference in Conditions and Excess Follow Form Provisions

Any coverage provided by this policy shall include, but not be limited to, coverage for Loss which is not paid because of a Drop Down Event or because Underlying Insurance has been exhausted, as described below:

(1)

Any coverage forLoss provided under this policy because of a Drop Down Event shall:

(a)

be provided pursuant to the terms and conditions of this policy;

(b)

attach at the point where such policy of Underlying Insurance would have attached had a Drop Down Event not occurred;

(c)

subject to Section VII (Limit of Liability), be limited to the extent of the unexhausted portion of the limit of iability of the policy of Underlying Insurance for which this policy is providing coverage pursuant to the Drop Down Event, unless there is no other policy of Underlying Insurance available to provide coverage for such Loss; and

(d)

be without prejudice to the Company's excess position.

(2)

Any coverage for Loss provided under this policy because Underlying Insurance has been exhausted shall follow form to the terms and conditions of the Immediate Underlying Policy; provided that:

(a)

Section I (Insuring Clause) shall remain applicable and shall supersede all insuring clauses in the Immediate Underlying Policy;

(b)

the following provisions of this policy shall remain applicable and shall supersede any equivalent provisions in the Immediate Underlying Policy:

(i)

the definitions ofApplication, Policy Period and Underlying Insurance in Section III (Definitions); and

(ii)

Section VI (Extended Reporting Period), Section VII (Limit of Liability), Section XII

(Acquisition/Creation of Another Organization), Section XIV (Run-Off Quote), Section XVII (Notice), Section XIX (Subrogation), Section )0( (Role of Parent Organization), Section )0(1 (Alteration and Assignment), Section )0(11 (Termination of Policy), Section XXIV (Representations and Severability) and Section )0(VI (Compliance with Applicable Trade Sanctions); and

Page 1 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

(c)

any defined term used in any Section referred to in (2)(a) or (2)(b) above, other than the defined terms listed in (2)(b)(i) above, shall follow form to any equivalent defined term in the Immediate Underlying Policy.

III Definitions

When used in this policy:

Application means:

(1)

the signed Application Form, including attachments and other materials submitted therewith or incorporated therein, submitted by the Insured Persons or the Organization to the Company for this policy; and

(2)

if applicable:

(a)

all publicly available documents filed by an Organization with the Securities and Exchange Commission during the twelve (12) months preceding this policys inception date; and

(b)

any warranty provided as a part of, or in addition to, any coverage section or policy of which this policy is a direct or indirect renewal or replacement.

Claim means:

(1)

a written demand for monetary or non-monetary relief;

(2)

a civil proceeding commenced by the service of a complaint or similar pleading;

(3)

formal civil administrative or civil regulatory proceeding commenced by the filing of a notice of charges or similar document or by the entry of a formal order of investigation or similar document;

(4)

a criminal proceeding commenced by the return of an indictment, information or similar document;

(5)

an official request for Extradition, including the execution of an arrest warrant where such execution is an element of the request for Extradition; or

(6)

an arbitration or mediation proceeding commenced by receipt of a demand for arbitration, demand for mediation or similar document, against an Insured Person for a Wrongful Act, including any appeal therefrom;

(7)

a civil, criminal, administrative or regulatory investigation or interview of an Insured Person for a Wrongful Act, once such Insured Person is identified in writing by any governmental or regulatory authority as a person against whom a proceeding described in (2), (3) or (4) above may be commenced, including when such Insured Person is served with a Wells Notice or a target letter; or

(8)

a subpoena received by an Insured Person in connection with (2), (3), (4) or (7) above or with any equivalent action against an Organization; in which case, the

Company shall pay the Defense Costs incurred by such Insured Person in responding to such subpoena.

Except as may otherwise be provided in Section VI (Extended Reporting Period), paragraph (2) of Section VIII (Reporting and Notice) or Section X (Treatment of Related Claims), a Claim will be deemed to have been first made when such Claim is commenced as set forth in this definition (or, in the case of a written demand, when such demand is first received by an Insured Person).

Page 2 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

Defense Costs means that part of Loss consisting of reasonable costs, charges, fees (including attorneys' fees and experts' fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of Insured Persons or employees of an Organization or monies advanced by any Underlying Insurer) incurred in investigating, defending, opposing or appealing any Claim, and the premium for appeal, attachment or similar bonds.

Drop Down Event means when one or more of the Underlying Insurers:

(1)

is financially unable to indemnify an Insured Person for Loss, including where the Underlying Insurer is precluded from indemnifying an Insured Person for Loss because of a receivership;

(2)

denies coverage in writing to an Insured Person for Loss pursuant to the terms and conditions of the Underlying Insurance, including where the Underlying Insurer wrongfully refuses in writing to indemnify an Insured Person for Loss;

(3)

rescinds or voids, or provides to an Insured Person or an Organization written notification of an intent to rescind or void, or files a complaint or initiates any other proceeding seeking to rescind or void, any policy of Underlying Insurance; or

(4)

is unable to pay Loss because a United States bankruptcy court, or any foreign equivalent thereof, has either ruled that such proceeds are subject to an automatic stay, injunction or other order, or that such proceeds are otherwise deemed a part of the debtor's estate in connection with a reorganization or liquidation proceeding commenced against an Organization pursuant to the United States Bankruptcy Code or any foreign equivalent thereof, and an Insured Person or an Organization has requested that the Underlying Insurer seek relief from the automatic stay, injunction or order.

Extradition means any formal process by which an Insured Person located in any country is surrendered to any other country to answer any criminal accusation.

Immediate Underlying Policy means the policy of Underlying Insurance that is immediately underlying this policy in Item 4 of the Declarations.

Insured Person means any natural person who was, now is or shall become:

(1)

a duly elected or appointed director, officer, Manager, trustee, governor, in-house general counsel, comptroller or risk manager of an Organization chartered in the United States of America;

(2)

a holder of a position equivalent to any position described in (1) above in an Organization that is chartered in any jurisdiction other than the United States of America; or

(3)

a holder of a position equivalent to any position described in (1) or (2) above in an Outside Entity, while serving at the specific request or direction of the Organization.

Loss means the amount that an Insured Person becomes legally obligated to pay on account of any Claim for which an Organization (or, if applicable, an Outside Entity) refuses, fails, is financially unable, or is not permitted, to indemnify an Insured Person for any reason, including:

(1)

compensatory damages;

(2)

judgments;

(3)

settlements;

Page 3 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

(4)

pre-judgment and post-judgment interest;

(5)

Defense Costs;

(6)

taxes imposed by law upon an Insured Person in his or her capacity as such in connection with any bankruptcy, receivership, conservatorship or liquidation of an Organization, to the extent such taxes are insurable by law,

(7)

punitive, exemplary or multiplied damages, fines or penalties (including civil penalties assessed against an Insured Person pursuant to 15 U.S.C. §78dd-2(g)(2)(B) (the Foreign Corrupt Practices Act)), if and to the extent that any such damages, fines or penalties are insurable under the law of the jurisdiction most favorable to the insurability of such damages, fines or penalties, provided such jurisdiction has a substantial relationship to the relevant Insured Persons, to the Company, or to the Claim giving rise b such damages, fines or penalties; and

(8)

any amount attributable to violations of Section 11 and 12 of the Securities Act of 1933, as amended, to the extent such amount is insurable under the law pursuant to which this policy is construed.

Loss does not include:

(a)

any costs incurred to comply with any order for injunctive or other non-monetary relief, or to comply with an agreement to provide such relief;

(b) taxes, other than such taxes described in paragraph (6) of this definition of

Loss; or (c) any amount not insurable under the law pursuant to which this policy is construed.

Manager means any natural person who was, now is or shall become a manager, member of the Board of Managers or equivalent executive of an Organization that is a limited liability company.

Organization means:

(1)

the Parent Organization;

(2)

any Subsidiary;

(3)

any charitable trust, foundation or political action committee controlled or sponsored exclusively by one or more entities described in (1) or (2) above; or

(4)

any entity in (1) or (2) above in its capacity as a debtor in possession under United States bankruptcy law or any foreign equivalent thereof.

Outside Entity means any:

(1)

non-profit entity, community chest, fund or foundation; or

(2)

entity that operates for a profit and has not issued or offered any securities other than securities that are exempt from registration under the Securities Act of 1933, the Securities Exchange Act of 1934, or any foreign equivalent thereof,

that is not an Organization.

Parent Organization means the entity designated in Item 1 of the Declarations.

Page 4 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

Policy Period means the period of time specified in Item 2 of the Declarations, subject to termination in accordance with Section )001 (Termination of Policy).

Related Claims means all Claims for Wrongful Acts based upon, aising from or attributable to the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances, situations, transactions or events.

Subsidiary means any entity while more than fifty percent (50%) of the outstanding securities or voting rights representing the present right to vote for election of or to appoint directors or Managers, or the foreign equivalent of any directors or Managers, of such entity are owned or controlled by the Parent Organization directly or through one or more entities qualifying as Subsidiaries.

Underlying Insurance means the policy(ies) of insurance set forth in Item 4 of the Declarations and any renewal or replacement of such policy(ies).

Underlying Insurer means the insurer(s) of each respective policy of insurance set forth in Item 4 of the Declarations.

Wrongful Act means:

(1)

any error, misstatement, misleading statement, act, omission, neglect or breach of duty committed, attempted, or allegedly committed or attempted, by an Insured Person in his or her capacity as an Insured Person; or

(2)

any other matter claimed against an Insured Person by reason of his or her serving in such capacity.

IV Exclusions

The Company shall not be liable for Loss on account of any Claim:

(1)

based upon, arising from, or attributable to, any fact, circumstance, situation, transaction, event or Wrongful Act that, before the inception date set forth in Item 2 of the Declarations, was the subject of any notice accepted under any policy or coverage section of which this policy is a direct or indirect renewal or replacement;

(2)

brought by the Organization against any Insured Person in the United States or Canada or their territories or possessions, provided such Claim is:

(a)

brought with the approval of the Parent Organization's chief executive officer or chief financial officer and in-house general counsel; and

(b)

not initiated or brought by or on behalf of any securityholder of the Organization (either derivatively or by class action) or any other third party, including any third party whose rights are derived from an Organization's bankruptcy; rovided this Exclusion (2) shall not apply to Defense Costs; or

(3)

based upon, arising from, or attributable to:

(a)

the committing of any deliberately fraudulent act or omission or any knowing and purposeful violation of any statute or regulation by an Insured Person, if a final adjudication in any underlying action establishes such a deliberately fraudulent act or omission or knowing and purposeful violation; or

Page 5 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

(b)

an Insured Person having gained any profit, remuneration or advantage to which such Insured Person was not legally entitled, if a final adjudication in any underlying action establishes such ai unlawful gaining of profit, remuneration or advantage.

With respect to this Exclusion (3):

(i)

the exclusion shall not apply to Defense Costs incurred prior to a final adjudication in any underlying action;

(ii)

a final adjudication in any underlying action, as used in the exclusion, shall not include any declaratoryor equivalent proceeding brought by or against the Company; and

(iii)

no deliberately fraudulent act or omission, knowing and purposeful violation of any statute or regulation or gaining of any unlawful profit, remuneration or advantage by any Insured Person shall be imputed to any other Insured Person for the purpose of applying the exclusion.

V Spouses, Estates and Legal Representatives

(1)

Subject otherwise to the limitations, conditions, provisions and other terms of this policy, coverage shall extend to Claims for Wrongful Acts of an Insured Person made against:

(a)

the estate, heirs, legal representatives or assigns of such Insured Person if such Insured Person is deceased, or the legal representatives or assigns of such Insured Person if such Insured Person is incompetent, insolvent or bankrupt; or

(b)

(2)

All terms and conditions of this policy applicable to Loss incurred by the Insured Persons shall also apply to loss incurred by the estates, heirs, legal representatives, assigns, spouses and Domestic Partners of such Insured Persons. The coverage provided by this Section V, however, shall not apply with respect to any loss arising from an act or omission by an Insured Person's estate, heirs, legal representatives, assigns, spouses or Domestic Partners.

VI Extended Reporting Period

(1)

If:

(a)

the Company or the Parent Organization does not renew this policy (other than a cancellation of this policy by the Company for non-payment of premium); or

(b)

the Parent Organization is involved in a merger, consolidation or acquisition described in Section XIII (Acquisition by Another Organization),

the Parent Organization and the Insured Persons shall have the right, upon payment of the additional premium set forth in Item 5(B) of the Declarations, to an extension of the coverage granted by this policy for Claims that are:

(i)

first made during the period set forth in Item 5(A) of the Declarations (the "Extended Reporting Period",

which such Extended Reporting Period shall become effective on the date of termination or nonrenewal of this policy); and

Page 6 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059 Ci-ii.nam

(ii)

reported to the Company in accordance with paragraph (1) of Section VIII (Reporting and Notice),

but only to the extent such Claims are for Wrongful Acts committed, attempted, or allegedly committed or attempted, before the earlier of the effective date of termination or nonrenewal, or the date of a merger, consolidation or acquisition described in Section XI II (Acquisition by Another Organization).

(2)

The right to purchase an extension of coverage as described in this Section VI shall lapse unless written notice of election to purchase the extension, together with payment of the additional premium due, is received by the Company within sixty (60) days after the effective date of termination or nonrenewal or merger, consolidation or acquisition.

(3)

Any Claim made during the Extended Reporting Period shall be deemed to have been made during the immediately preceding Policy Period, and the entire additional premium for the Extended Reporting Period shall be deemed fully earned at the inception of such Extended Reporting Period.

VII Limit of Liability

(1)

The Company's maximum liability for all Loss on account of each Claim first made during the Policy Period shall be the Limit of Liability set forth in Item 3(A) of the Declarations. The Company's maximum aggregate liability for all Loss on account of all Claims first made during the Policy Period shall be the Limit of Liability set forth in Item 3(B) of the Declarations.

(2)

Defense Costs are part of, and not in addition to, the Limits of Liability set forth in Item 3 of the Declarations, and the payment by the Company of Defense Costs shall reduce and may exhaust such applicable Limits of Liability.

(3)

The Limit of Liability available during the Extended Reporting Period (if exercised) shall be part of, and not inaddition to, the Company's maximum aggregate Limit of Liability set forth in Item 3(B) of the Declarations.

VIII Reporting and Notice

(1)

The Insured Persons shall, as a condition precedent to exercising any right to coverage under this policy, give to the Company written notice of any Claim as soon as practicable after the chief executive officer, chief financial officer, in-house general counsel or risk manager of the Organization becomes aware of such Claim.

(2)

If during the Policy Period or the first sixty (60) days of the Extended Reporting Period (if exercised) an Insured Person or Organization:

(a)

becomes aware of circumstances which could give rise to a Claim and gives written notice of such circumstances to the Company; or

(b)

receives a written request to toll or waive a statute of limitations applicable to Wrongful Acts committed, attempted, or allegedly committed or attempted, before or during the Policy Period and gives written notice of such request and of such alleged Wrongful Acts to the Company,

then any Claim subsequently arising from the circumstances referred to in (2)(a) above, or from the Wrongful Acts referred to in (2)(b) above, shall be deemed to have been first made during the Policy Period in which the written notice described in (2)(a) or (2)(b) above was first given by an Insured Person or Organization to the Company, provided any such subsequent Claim is reported to the Company as set forth in paragraph (1) of this Section VIII. With respect to any such subsequent Claim, no coverage under this policy shall apply to loss incurred prior to the date such subsequent Claim is actually made.

Page 7 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

(3)

The Insured Persons shall, as a condition precedent to exercising any right to coverage under this policy, give to the Company such information, assistance and cooperation as the Company may reasonably require, and shall include in any notice under paragraph (1) or (2) of this Section VIII a description of the Claim or circumstance, the nature of any alleged Wrongful Act or circumstance, the nature of the alleged or potential damage, the names of all actual or potential claimants, the names of all actual or potential defendants, and the manner in which such Insured Person first became aware of the Claim or circumstance.

IX Defense and Settlement

(1)

It shall be the duty of the Insured Persons and not the duty of the Company to defend Claims made against the Insured Persons.

(2)

The Insured Persons agree not to settle or offer to settle any Claim, incur any Defense Costs or otherwise assume any obligation or admit any liability with respect to any Claim, without the Company's prior written consent, which shall not be unreasonably withheld. The Company shall not be liable for any Loss incurred, for any obligation assumed, for any admission made, or for any settlement by, any Insured Person without the Company's prior written consent.

(3)

With respect to any Claim that appears reasonably likely to be covered in whole or in part under tiis policy, the Company shall have the right and shall be given the opportunity to associate effectively with the Insured Persons, and shall be consulted in advance by the Insured Persons, regarding the investigation, defense and settlement of such Claim, including selecting appropriate defense counsel and negotiating any settlement.

(4)

The Insured Persons agree to provide the Company with all information, assistance and cooperation which the Company may reasonably require and agree that in the event of a Claim, the Insured Persons will do nothing to prejudice the Company's position or its potential or actual rights of recovery. However, no Insured Person's failure to comply with any obligation under this Section IX shall be imputed to any other Insured Person for the purpose of determining an Insured Person's compliance with this Section IX.

(5)

With respect to any Defense Costs for which this policy provides coverage, the Company shall, upon request from an Insured Person, advance Defense Costs on a current basis.

X Treatment of Related Claims

All Related Claims shall be treated as a single Claim first made on the date the earliest of such Related Claims was first made, or on the date the earliest of such Related Claims is treated as having been made in accordance with paragraph (2) of Section VIII (Reporting and Notice), regardless of whether such date is before or during the Policy Period.

XI Other Insurance

(1)

If any Loss under this policy is insured under any other valid and collectible insurance policy (other than a policy that is issued specifically as excess of the insurance afforded by this policy), including Underlying Insurance, this policy shall be excess of and shall not contribute with any such other insurance, regardless of whether such other insurance is stated to be primary, contributing, excess, contingent or otherwise, and the premium for this policy has been calculated accordingly.

(2)

Without limiting paragraph (1) of this Section XI, this policy is specifically excess of and shall not contribute with any insurance policy: (a) which is maintained by an Outside Entity and available to an Insured Person; or (b) for bodily injury or property damage, including any general liability policy or any liability policy providing coverage for environmental liability.

Page 8 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

(3)

Nothing in this Section XI shall be construed to preclude this policy from responding to a Drop Down Event in accordance with the terms and conditions of this policy.

XII Acquisition/Creation of Another Organization

(1)

If before or during the Policy Period an Organization:

(a)

acquires securities or voting rights in another entity or creates another entity, which as a result of such acquisition or creation becomes a Subsidiary; or

(b)

acquires another entity by merger into or consolidation with an Organization such that the Organization is the surviving entity,

any individuals of such other entity holding positions equivalent to those positions set forth in the definition of Insured Person in Section III (Definitions) shall be deemed Insured Persons under this policy, but only with respect to Wrongful Acts committed, attempted, or allegedly committed or attempted, after such acquisition or creation, unless the Company agrees, after presentation of a complete application and all other appropriate information, to provide coverage by endorsement for Wrongful Acts committed, attempted, or allegedly committed or attempted, by such Insured Persons before such acquisition or creation.

(2)

If the total assets of any such acquired entity or new Subsidiary described in paragraph (1)(a) or (1)(b) above exceed ten percent (10%) (or the highest percentage amount set forth in any similar Changes in Exposure or Acquisition/Creation of Another Organization provision of any policy of Underlying Insurance, if such percentage amount is greater) of the total assets of the Parent Organization (as reflected in the most recent audited consolidated financial statements of such entity and the Parent Organization, respectively, as of the date of such acquisition or creation), the Parent Organization shall give written notice of such acquisition or creation to the Company as soon as practicable, but in no event later than sixty (60) days after the date of such acquisition or creation, together with such other information as the Company may require, and shall pay any reasonable addiional premium required by the Company.

(3)

If the Parent Organization fails to give such notice within the time specified in the paragraph (2) of this Section XII or fails to pay the additional premium required by the Company, coverage for such Insured Persons of such acquired or created entity shall terminate with respect to Claims first made more than sixty (60) days after such acquisition or creation. Any coverage that may be provided under this policy to the Insured Persons of such acquired or created entity shall be subject to such additional or different terms, conditions and limitations of coverage as the Company in its sole discretion may require.

XIII Acquisition by Another Organization

(1)

If:

(a)

the Parent Organization merges into or consolidates with another entity and the Parent Organization is not the surviving entity; or

(b)

another entity or person, or group of entities and/or persons acting in concert, acquires securities or voting rights which result in ownership or voting control by the other entity(ies) or person(s) of more than fifty percent (50%) of the outstanding securities or voting rights representing the present right to vote for the election of or to appoint directors or Managers of the Parent Organization,

coverage under this policy shall continue until termination of this policy, but only with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted, by the Insured Persons before such merger, consolidation or acquisition.

Page 9 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

(2)	Upon the occurrence of any event described in paragraph (1)(a) or (1)(b) of this Section XIII, the entire premium for this policy shall be deemed fully earned.

XIV Run-Off Quote

(1)

Notwithstanding any extension of coverage that may otherwise be provided pursuant to Section VI (Extended Reporting Period), in the event the Parent Organization is involved in a merger, consolidation or acquisition described in Section XIII (Acquisition by Another Organization) and provides notice of such merger, consolidation or acquisition within thirty (30) days of such merger, consolidation or acquisition, together with such other information as the Company may require, the Company shall provide b the Parent Organization a quote for an extension of coverage (the "Run-Off Quote"), for such period as may be negotiated between the Company and the Parent Organization, with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted, by the Insured Persons before such merger, consolidation or acquisition.

(2)

Any coverage extension offered pursuant to the Run-Off Quote shall be subject to any additional or different terms, conditions and limitations of coverage and payment of such additional premium as the Company in its sole discretion may require.

(3)

Should the Parent Organization accept the Run-Off Quote, any extension of coverage provided pursuant to the Run-Off Quote shall replace any extension of coverage that You'd otherwise be available to the Parent Organization and the Insured Persons pursuant to Section VI (Extended Reporting Period).

XV Cessation of Subsidiary

In the event an entity ceases to be a Subsidiary before or during the Policy Period, coverage with respect to any Insured Persons of such Subsidiary shall continue until termination of this policy, but only with respect to Claims for Wrongful Acts committed, attempted, or allegedly committed or attempted while such entity was a Subsidiary.

XVI Territory

This policy shall apply to Loss on account of a Claim made against the Insured Persons anywhere in the world.

XVII Notice

Notice to the Company of a Claim, or of circumstances which could give rise to a Claim, shall be given in writing addressed to:

Chubb Group of Insurance Companies

15 Mountain View Road

Warren, New Jersey 07059

Attn: Claims Department

All other notices to the Company shall be given in writing addressed to:

Chubb Group of Insurance Companies

15 Mountain View Road

Warren, New Jersey 07059

Attn: CSI Underwriting

Any such notice shall be effective on the date of receipt by the Company at such address.

Page 10 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

XVIII Valuation and Foreign Currency

All premiums, limits, retentions, loss and other amounts under this policy are expressed and payable in the currency of the United States of America. Except as otherwise provided in this policy, if a judgment is rendered, a settlement is denominated or any element of loss under this policy is stated in a currency other than United States of America dollars, payment under this policy shall be made in United States of America dollars at the rate of exchange published in The Wall Street Journal on the date the judgment becomes final, the amount of the settlement is agreed upon or the element of loss is due, respectively.

XIX Subrogation

In the event of any payment of Loss under this policy, be Company shall be subrogated to the extent of such payment of Loss to all of the Insured Persons' rights of recovery, including any such right to indemnification from any Organization or other source. As a condition precedent to the Company's payment of any Loss under this policy, the Insured Persons agree to execute all papers reasonably required and take all reasonable actions to secure and preserve the Company's rights, including the execution of such documents necessary to enable the Company effectively to bring suit or otherwise pursue subrogation rights h the name of the Insured Persons, including any action against any Organization for indemnification or any insurer for failure to pay any indemnity due and owing to the Insured Persons.

This policy has been issued to the Parent Organization with the understanding and agreement that each Organization agrees to fulfill its indemnification obligations, if any, to the Insured Persons, and if the Company pays, as Loss, any indemnification owed to any Insured Person by any Organization, the Company does not waive or compromise any of its rights to recover such Loss from such Organization.

)0C Role of Parent Organization

By acceptance of this policy, the Parent Organization agrees that it shall be considered the sole agent of, and shall act on behalf of, each Insured Person with respect to: (a) the payment of premiums and the receiving of any return premiums that may become due under this policy; (b) the negotiation, agreement to and acceptance of endorsements; and (c) the giving or receiving of any notice provided for in this policy (except the giving of notice to apply for an Extended Reporting Period as provided in Section VI (Extended Reporting Period) or the giving of notice of Claim, circumstances or written notice as provided in Section VIII (Reporting and Notice)). Each Insured Person agrees that the Parent Organization shall act on its behalf with respect to all such matters.

XXI Alteration and Assignment

No change in, modification of, or assignment of interest under, this policy shall be effective except when made by written endorsement to this policy which is signed by an authorized employee of Chubb & Son, a division of Federal Insurance Company.

)0C11 Termination of Policy

This policy shall terminate at the earliest of the following times:

(1)

twenty (20) days after receipt by the Parent Organization of written notice of termination from the Company for non-payment of premium; or

(2)

upon expiration of the Policy Period as set forth in Item 2 of the Declarations.

Page 11 of 12

Chubb Group of Insurance Companies		Executive Elite"

15 Mountain View Road		Directors and Officers Liability Insurance
Warren, New Jersey 07059

)0C111 Bankruptcy

(1)

Bankruptcy or insolvency of any Organization shall not relieve the Company of its obligations nor deprive the Company of its rights or defenses under this policy.

(2)

In the event a liquidation or reorganization proceeding is commenced by or against an Organization pursuant to the United Sates Bankruptcy Code, as amended, any similar law or any foreign equivalent thereof, the Organization and the Insured Persons hereby: (a) waive and release their rights to any automatic stay or injunction which may apply in such proceeding to this policy or its proceeds under such Bankruptcy Code, similar law or foreign equivalent thereof, to the extent such waiver or release is allowable by such Bankruptcy Code, similar law or foreign equivalent thereof; and (b) agree not to oppose or object to any efforts by the Company, the Organization or an Insured Person to obtain relief from any such stay or injunction.

XXIV Representations and Severability

(1)

The Insured Persons acknowledge and agree that the Company, in issuing this policy, has relied on the Application as the basis for this policy and such Application is deemed incorporated into this policy.

(2)

With respect to any misrepresentations contained in the Application, no knowledge possessed by an Insured Person shall be imputed to any other Insured Person for the purpose of determining the availability of coverage with respect to any Claim made against such other Insured Person.

(3)

The Company shall not be entitled under any circumstances to void or rescind this policy.

XXV Headings

The descriptions in the headings and sub-headings of this policy are solely for convenience and form no part of the terms and conditions of coverage.

XXVI Compliance with Applicable Trade Sanction Laws

This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit the Company from providing insurance.

Page 12 of 12

ENDORSEMENT/RIDER

Effective date of	Federal Insurance Company

this endorsement/rider: May 15, 2011	Endorsement/Rider No. 1


	To be attached to and


Issued to: Aeropostale, Inc.

AMEND ITEM 4 ENDORSEMENT

In consideration of the premium charged, it is agreed that Item 4 of the Declarations of this policy is amended to read in its entirety as follows:

Item 4. Underlying Insurance:

(A) Primary Policy.

Insurer	Policy Number	Limits	Policy Period

Executive Risk	*	*	May 15, 2011 to

Indemnity Inc.			May 15, 2012

(B) Other Policies

Insurer	Policy Number	Limits	Policy Period

AXIS Insurance Company	*	*	May 15, 2011 to

Aspen Specialty	*	*	May 15, 2012

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.


	Authorized Representative

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 1

ENDORSEMENT/RIDER

Effective date of this endorsement/rider: May 15, 2011	Federal Insurance Company

	Endorsement/Rider No. 2


	To be attached to and


Issued to: Aeropostale, Inc.

NEW JERSEY AMENDATORY ENDORSEMENT

In consideration of the premium charged, it is agreed that:

1.	Subparagraph (1)(a) of Section VI Extended Reporting Period is amended by deleting the parenthetical"(other than a cancellation of this policy by the Company for non-payment of premium)".

2.	Subparagraph (1)(a) of Section VI Extended Reporting Period is amended to add the following at the end\thereof:

If money is owed to the Company under this policy, then an Extended Reporting Period will not become effective until all amounts due under this policy are paid and the premium for the Extended Reporting Period is paid when due. Any premium paid for the Extended Reporting Period will be applied first to amounts owed under this policy.

3.	Section )0(11 Termination of Policy (1) is amended by adding the following before the word "or' at the end of such paragraph (1):

; provided that such notice of termination by the Company will be delivered or mailed by first class mail (if the Company retains a date stamped proof of mailing from the post office showing the addressee) or certified mail to the Parent Organization at its last address known to the Company;

4.	Section )0(11 Termination of Policy (2) is amended to add the following at the end of such paragraph (2):

; provided that if the Company does not renew this policy it will deliver or mail, by first class mail (if the Company retains a date stamped proof of mailing from the post office showing the addressee) or certified mail, between thirty (30) and one hundred twenty (120) days advance written notice of non-renewal to the Parent Organization at its last known address. Such non-renewal will be based on underwriting guidelines that are not arbitrary, capricious or unfairly discriminatory and the notice of non-renewal will state the reason(s) for non-renewal. If the Company does not provide the notice within the time period specified in this paragraph, this policy will be extended until such notice is provided, with such extension conditioned upon the payment of premium calculated by pro-rating the premium for the expiring Policy Period.

5.	Section)0(11 Termination of Policy is amended to add the following at the end of such section:

Any notice of termination or non-renewal by the Company will contain a provision in bold type stating that the Parent Organization may file a written complaint on the decision to terminate or non-renew this policy with the New Jersey Department of Insurance. The Department's address will be included and the Parent Organization will be advised to immediately contact the Insurance Department in the event it wishes to file a complaint.

Page 1

The Company has no obligation to send notice of termination or non-renewal if the Parent Organization has:

(i) replaced coverage elsewhere; or

(ii) specifically requested termination.

The Company may increase premium or change the terms and conditions of this policy upon renewal by delivering or mailing written notice of such changes to the Parent Organization between thirty (30) and one hundred and twenty (120) days before the premium due date. Such notice will state the effect of nonpayment of the premium by the due date.

The Policy will be deemed to have been amended to the extent necessary to effect the purposes of this Amendatory Endorsement.

The regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over any provisions of the Policy or any endorsement to the Policy, whenever added, that are inconsistent with or contrary to the provisions of this Amendatory Endorsement, unless such Policy or endorsement provisions comply with the applicable insurance laws of the state of New Jersey.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.


	Authorized Representative

Page 2

ENDORSEMENT/RIDER

Effective date of this endorsement/rider: May 15, 2011	Federal Insurance Company

	Endorsement/Rider No. 3


	To be attached to and


Issued to: Aeropostale, Inc.

PENDING OR PRIOR LITIGATION OR MATTERS ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1)	In the event this policy provides coverage for any reason, other than becauseUnderlying Insurance has been exhausted, such coverage shall follow form to the pending or prior litigation or matters provisions of:

(a)

the policy of Underlying Insurance for which this policy is required to drop down and provide coverage in lieu thereof; or

(b)

the Primary Policy, in the event there is no policy of Underlying Insurance for which this policy is required to drop down and provide coverage in lieu thereof,

(2)	In the event this policy provides coverage becauseUnderlying Insurance has been exhausted, such coverage shall follow form to the pending or prior litigation or matters provisions of the Immediate Underlying Policy subject to the following Pending or Prior Litigation or Matters Date May 15, 2004.

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.


	Authorized Representative

Page 1

ENDORSEMENT/RIDER

Effective date of this endorsement/rider: May 15, 2011	Federal Insurance Company

	Endorsement/Rider No. 4


	To be attached to and


Issued to: Aeropostale, Inc.

EXECUTIVE ELITE COVERAGE ENHANCEMENTS ENDORSEMENT

In consideration of the premium charged, it is agreed that:

(1) DELETE ORGANIZATION VS. INSURED PERSON EXCLUSION

Exclusion (2) of Section IV, Exclusions, is deleted.

(2) AMEND APPLICATION DEFINITION

If the Insured has not provided a warranty as part of the Application within three years of the inception date of this policy, as set forth in Item 2 of the Declarations, then Paragraph (2)(b) of the definition of Application in Section III, Definitions of this policy shall be deleted.

(3) AMEND CLAIM DEFINITION

Paragraph (7) of the definition of Claim is deleted and replaced with the following:

(7)

a civil, criminal, administrative or regulatory investigation or interview of an Insured Person for aWrongful Act, once such Insured Person is identified in writing by any governmental or regulatory authority as a target of such investigation or interview, including when such Insured Person is served with a Wells Notice; or

(4) AMEND INSURED PERSON (ODL) DEFINITION

Paragraph (3) of the definition of Insured Person in Section III, Definitions is deleted and replaced with the following:

(3)

a holder of a position equivalent to any position described in (1) or (2) above in an Outside Entity, while serving with the knowledge and consent or at the request of, the Organization.

(5) EXPAND SUBSIDIARY DEFINITION

The definition of Subsidiary in Section III, Definitions, is deleted and replaced with the following:

Subsidiary means:

Page 1

(a)

any entity while more than fifty percent (50%) of the outstanding securities or voting rightsrepresenting the present right to vote for election of or to appoint directors or Managers, or the foreign equivalent of any directors or Managers, of such entity are owned or controlled by the Parent Organization directly or through one or more entities qualifying as Subsidiaries; or

(b)

any entity while theParent Organization has the right, pursuant to either written contract or theby-laws, charter, operating agreement or similar documents of an Organization, to elect, appoint or designate a majority of: the Board of Directors of a corporation; the management committee of a joint venture; or the management board of a limited liability company.

(6) FIDUCIARY WRONGFUL ACTS EXTENSION

The definition of Wrongful Act in Section III, Definitions, is amended to also mean any actual or alleged error, misstatement, misleading statement, act, omission, neglect, or breach of duty committed, attempted or allegedly committed or attempted by any Insured Person, in his or her capacity as a fiduciary of any employee benefit plan or program sponsored by any Organization solely for the benefit of the employees of an Organization, or any matter claimed against such Insured Person solely by reason of his or her status as such.

(7) ADDITIONAL LIMIT OF LIABILITY FOR INDEPENDENT DIRECTORS

Section VII, Limit of Liability, of this policy is amended by adding the following paragraph to the end of such Section VII:

(4)

Solely with respect to anyClaims made against Independent Directors for which coverage is provided under Section I, Insuring Clause, of this policy, the Company shall provide a * Limit of Liability, which amount shall be separate and in addition to the Limits of Liability set forth in Item 3(B) of the Declarations (the "Additional Limit of Liability for Independent Directors").

(5)

The Additional Limit of Liability for Independent Directors shall be excess of any valid insurancethat is specifically excess to this policy and such excess insurance must be completely exhausted by payment of loss, damages or defense costs thereunder before the Company shall have any obligation to make any payment on account of the Additional Limit of Liability for Independent Directors.

(6)

Solely for the purposes of this Section VII, "Independent Director" means any natural person, whowas, now is or shall become a duly elected or appointed director of an Organization chartered in the United States of America, or a holder of an equivalent position in an Organization that is chartered in any jurisdiction other than the United States of America, who is not and has never been an officer or employee of any such Organization.

(8) AMEND REPORTING AND NOTICE

Section VIII, Reporting and Notice, is amended as follows:

(a)

Paragraph (1) of Section VIII is deleted and replaced with the following:

(1)

TheInsured Persons shall, as a condition precedent to exercising any right to coverage under this policy, give to the Company written notice of any Claim as soon as practicable after the in-house general counsel or risk manager of the Parent Organization becomes aware of such Claim.

(b)

The lead-in to Paragraph (2) of Section VIII, Reporting and Notice, is deleted and replaced withthe following:

(2)

If during thePolicy Period or the Extended Reporting Period (if exercised) an Insured Person or Organization:

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Page 2

(9) INCREASE ACQUISITION THRESHOLD

The reference to "ten percent (10%)" in Paragraph (2) Section XII, Acquisition/Creation of Another Organization, is deleted and replaced with "twenty-five percent (25%)".

The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.

All other terms, conditions and limitations of this Policy shall remain unchanged.


	Authorized Representative

Page 3

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

55 Water Street, New York, NY 10041

'Poll-free number: 1-800-677-9163

EMPLOYMENT PRACTICES LIABILITY POLICY

DECLARATIONS

THIS POLICY PROVIDES CLAIMS MADE AND REPORTED COVERAGE. THE COVERAGE IS PROVIDED ON A DEFENSE WITHIN THE LIMITS BASIS. COSTS INCURRED BY THE INSURER IN DEFENDING CLAIMS WILL REDUCE THE LIMITS OF LIABILITY. VARIOUS PROVISIONS IN THIS POLICY RESTRICT COVERAGE. READ THE ENTIRE POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES AND WHAT IS AND IS NOT COVERED.

Policy No:	*
Renewal 00	*

Item I.	PARENT ORGANIZATION:	AEROPOSTAI INC.
	ADDRESS:	201 WILLOWBROOK: B .VD
		WAYNE, NJ 07470

Item II.	POLICY PERIOD:	INCE:MON DATE :	May 15, 2011
		EXPIRATION DATE:.	May 15, 2012
		12:01 A.M.,local time at the address of the Parent Organization as stated above.

Item III.	LIMIT OF LIABILITY:	*
	Maximum aggregate Limit of	for all Claims made per Policy Period and the Extended
	Reporting Period, if appht. ible under all Section 1. Insuring Agreements, including Defense Costs

Item IV.	RETENTION:	*
	Bach Claim:	* (Retention is inclusive of Defense Costs)

Item V.	THIRD PARTY COVERAGE ELECTED
	Third Party Claim Coverage Elected:
	Sublimit of Liability:	*
	Retention:	*

Item VI.	EXTENDED REPORTING PERIOD:
	Extended Reporting Period ( If Purchased)
	Additional Premium:	*
	B. Duration:	One Year

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Item VII.	COINSURANCE PERCENT:

Item VIII.	PENDING Olt Plki()R DA 1E:

	A. Section I. Insuring Agreement A.:	August I, 1998
	B. Section I. Insuring Agreement B.:	August 1, 1998 ( if elected)

Item IX.	CONTINUITY DATE:	Mar 15, 2005

Item X.	Notice and reporting :

	Notice of Claims and Potential Claims:	All other notices to be sent to:

	Attn: Specialty Casualty Claims	Attn: Employment Practices Liability
	Liberty International Underwriters	Dept.. -liberty International Underwriters
	55 Water Street, 15 floor	55 Water Street, 18th floor
	New York, NY 10041	New York, NY 10041
	Facsimile: 212-208-4290 LILIEPI-
	ClainisReporting(q)libertynt.com

Item X.I.	END(.)RSEMEN'TS FOR.MING PART' OF T S PoLIC1 l ISSC AlANCE:		1 5

Item XII.	SURCHARGES:
	NJ Property-Liability Insurance Guaranty Association Surcharge:		5675

This Declarations page, together with the Application, the attached Employment Practices liability Policy Form, and all endorSements thereto, shall constitute the contract between the Insurer and the Parent Organization. This Policy is valid only if signed below by a duly authorized representative of the insurer.

/s/ Susan Klein
Authorized Representative		Date

/s/ Daniel C. Cohen

President

/s/ Dexter R. Legg

Secretary

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

55 Water Street, New York, NY 10041

Toll-free number: 1-800-677-9163

EMPLOYMENT PRACTICES LIABILITY POLICY

(NOTICE: Words and anal phrases in bold, other than the headings, have a specific meaning and are defined in Section III below.)

THIS POLICY PROVIDES CLAIMS MADE AND REPORTED COVERAGE. THE COVERAGE IS PROVIDED ON A DEFENSE WITHIN LIMITS BASIS. COSTS INCURRED BY THE INSURER IN DEFENDING CLAIMS WILL REDUCE THE LIMITS OF LIABILITY. VARIOUS PROVISIONS IN THIS POLICY RESTRICT COVERAGE. READ THE ENTIRE POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES AND WHAT IS AND IS NOT COVERED.

In reliance upon the truthfulneSs And Accuracy of the statements made in the Application, which is attached and made a part of this Policy, and in consideration of, and subject to, the payment of premium when clue, he Parent Organization agreeing to pay the Retention specified in Item IV. of the Declarations or Item V., it applicable and subject to the terms, conditions, and exclusions of this Policy, the Insurer and the Insureds agree as follows:

I. INSURING AGREEMENTS

The Insurer will pay on behalf of the Insureds all Loss which they shall become legally obligated to pay as a result of a Claim first made against an Insured for a Wrongful Act raking place before or during the Policy Period, and reported to the Insurer during the Policy Period, or Extended Reporting Period (if applicable), pursuant to Section VI. of this Policy

B. Third Party Liability (Elective)

If Third Party Liability coverage is elected and is indicated in Item V. of the Declarations, the Insurer will pay on behalf of the Insureds all Loss that, the Insureds shall become legally obligated to pay as a result of a Third Party Claim first made against the Insured for a Third Party Wrongful Act taking place before or during the Policy Period, and reported to the Insurer during the Policy Period or Extended Reporting Period, (if applicable) pursuant to Section VI. of this Policy.

IL COVERAGE EXTENSIONS

A. Spousal/Domestic Partner Liability

Under this subsection, the term "spouse" shall include any person recognized by atay applicable federal, state, local or foreign law as having the same rights as a lawful spouse.

Employment Practices Liability Policy

If a Claim againstInsured Person includes a claim against the Insured Person's lawful spouse soidy because of:

such spouse's status as spouse of the Insured Person; or

such spouse's ownership interest in property that the claimant seeks as recovery for alleged Wrongful Acts or, if Third Party Liability' coverage is purchased, Third Party Wrongful Acts of the Insured Person;

then all Loss that such spouse becomes legally obligated to pay on account of such Claim shall be treated as Loss that the Insured Person becomes legally obligated to pay on account of the Claim made against the Insured Person, only if and to the extent such Loss would be covered if incurred by the Insured Person. This coverage extension does not apply to any Claim alleging a Wrongful Act or omission by the Insured Person's spouse.

B. Estates and Legal Representatives

In the event of the death, incapacity, or bankruptcy of an Insured Person, any Claim made against the estate, legal representatives, heirs, or the assigns of such Insured Person for a Wrongful Act or, if Third Party Liability coverage is elected, Third Party Wrongful Acts by such Insured Person, shall be deemed to be a Claim against such Insured Person.

C. Extended Reporting Period

If the Insurer or the Parent Organization fails or refuses to renew this Policy or if the Parent Organization cancels this Policy, any Insured shall have the right to an extension of the coverage granted by this Policy for the duration of time set forth in Item 'VLB. of the Declarations following the effective date of such cancellation or non-renewal. Such extension of coverage shall apply solely with respect to Wrongful Acts and, if Third Party Liability coverage is elected, Third Party Wrongful Acts taking place before the effective date of such cancellation or non-renewal and otherwise subject to coverage under this Policy. •A written request for this extension, together with payment of the Extended Reporting Period Premium set forth in Item VI. 1. of the Declarations, must be Made within 30 days after the effective date of cancellation or non-renewal of the Policy. Such Extended Reporting Period Premium shall be deemed fully earned as of such date. This extension shall not apply if this Policy is terminated by the Insurer for failure to pay any premium when due.

The extension of coverage for the Extended Reporting Period shall not in any way increase the Limit of Liability set forth in item Ill, of the Declarations.

D. Punitive Damages Coverage

Loss shall include Punitive Damages to the extent such damages are insurable under the laws of any state or jurisdiction which has a substantial relationship to the Insured(s), the Insurer, this Policy or the Claim, provided that such jurisdiction is:

where the Punitive Damages were awarded or imposed;

where die Wrongful Act, or if Third Party Liability coverage is elected, Third Party Wrongful Act underlying the Claim took place;

where either the.Insurer or any Insured is incorporated, has its principal place of business or resides; or

where this Policy was issued or became effective.

If the Insured determines in good faith that Punitive Damages in a Claim are insurable, the Insurer shall not challenge such determination unless required to do so as a matter of public policy.

Employment Practices Liability Policy

III. DEFINITIONS

A.	"Application" means the written application for this Policy and all attachments and materials submitted in connection with or incorporated in the written application. The Application shall be deemed attached and incorporated into this Policy.

B.	"Claim" means:

a written demand against an Insured for monetary or non-monetary relief (including any request to toll or waive any statute of limitations);

civil proceeding against an Insured for monetary or non-monetary relief which is commenced by the service of a complaint, or similar pleading;

an arbitration or other alternative dispute resolution proceeding commenced by the Insured's receipt: of a written request or demand for such proceeding;

a formal administrative or regulatory proceeding, including without limitation any proceeding by or before

the Office of Federal Contract Compliance Program, the Equal Employment Opportunity Commission, commenced by the Insured's receipt of a notice of charges, or any other similar federal, state or local governmental authority located anywhere in the world;

against any insured fear Wrongful Acts or, if Third Party :Liability coverage is elected, Third Party Wrongful Acts, including any appeal from there.

Claim shall not mean any labor or grievance proceeding or arbitration that. is subject to a collective bargaining agreement.

"Defense Costs" means such reasonable and necessary, charges, fees, (including but not limited to attorneys' fees and experts' fees) and expenses incurred in defending or investigating a Claim, including the costs of mediation, arbitration, or other alternative dispute resolution, and the premium for an appeal, attachment or similar bonds. Defense Costs Ate included Within , and are not in addition to the applicable Limit of Liability set .forth at Item III. of the Declarations. The salary or other compensation of any Insured, Employee or Executive Officer are not Defense Costs.

"Employee" means any past, present, or future employee whose labor or service is directed and controlled by the Insured Organization in the ordinary course of business, including part-time, seasonal, volunteer, interns, prospective and temporary employees as \Nell its individual employed in a supervisory or managerial position. An individual who is leased to the Insured Organization shall be an :Employee, but only while acting Within the scope of their employment for the Insured Organization. Employee also means any independent contractor who is alleging status as an. employee of the Insured Organization. Independent contractor organizations are not Employees. Employees of Independent contractors are also not Employees, except: for temporary or leased personnel retained by an Insured, or persons claiming to be Employees, or persons determined to be joint Employees retained by an Insured.

"Executive Officer" means the Chairperson, President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Director of Human Resources, Director of Risk Management, or in house General Counsel of the Insured Organization, or the Insured Organization's functional equivalent for any such tide.

"Insurer" means the insurer shown in the Declarations.

G.	"Insured(s)" means the Insured Organization and Insured Persons.

H.	"Insured Person(s)" means a natural persons who has been, now is, or shall become:

Employment Practices Liability Policy

Duly elected or appointed directors or officers of the Insured Organization or with respect to a Subsidiary incorporated outside the United States, its functional equivalent;

An Employee of the Insured Organization.

"Insured Organization" means collectively, the Parent Organization and any Subsidiary, including any such entity operating as a debtor-in-possession.

"Interrelated \Wrongful Acts" means Wrongful Acts that are the same, related or continuous, or Wrongful Acts that arise out of, it common nexus of Ant' fact, circumstance, situation, event, transaction, cause or series of causally connected facts, circumstances, situations, events, transactions, or causes.

"Loss" means the total amount which the Insureds become legally obligated to pay on account of each Claim, for damages (including front pay and luck pa)), judgments, settlements, pre- and post-judgment interest and Defense Costs for which an insured becomes legally obligated to pay on account of any Claim for a Wrongful Act, or if 'Third Parry Liability coverage is elected, Third Party Wrongful Acts, subject to where coverage applies. Loss also includes liquidated damages awarded under the Age Discrimination in Employment Act @ADEN, Equal Pay Act (EPA), Family Medical Leave Act (FMLA), and Punitive Damages pursuant to subsection II.D.

Loss shall nor include:

Civil or criminal fines or penalties imposed by law;

I :es;

Any amount for which the insureds are not financially liable or legally obligated to pay;

Employment-related benefits, stock options, perquisites, deferred compensation or any other type of compensation other than salary, wages or bonus compensation;

Ant amount which is based upon, arising from, or in consequence of employment reinstatement of the claimant by the Insureds or the continued employment of the claimant;

Any amount: which constitutes frontpia-, future damages or other future economic relief or equivalent thereof, if the Insureds has the option pursuant to a judgment or other final adjudication but fails to reinstate the claimant as an Employee;

Amounts uninsurable under the law pursuant TO which this Policy is construed; or

Any amount which constitutes severance payments or which is 'payable pursuant to any severance, , benefit agreement, practice, or employment related policy.

"Parent Organization" means the company designated in Item I. of the Declarations.

M.	"Policy Period" means the period from the inception date set forth in Item IL of the Declarations to the expiration date set forth in Item IL of the Declarations, or its earlier termination pursuant to Section

N.	"Punitive Damages" means punitive or exemplary damages or the multiple portions of multiplied damages.

O.	"Retaliation"means any retaliatory treatment by an Insured relating to or alleged to be in response to any of the following actual, threatened or attempted activities:

The disclosure by an Employee to a superior or to any governmental agency of any act by an Insured which act is alleged to be a violation of any federal, state, local or foreign law, common or statutory, or any rule or regulation promulgated thereunder;

Employment Practices Liability Policy

The exercise by anEmployee of any right that such Employee has under law; or

The tiling by an Employee of any claim under the Federal False Claims Act or any similar federal, state, local or foreign "whistle-blower" law.

P.	"Subsidiary" means any entity in which more than fifty percent. (50V, of the outstanding securities or voting rights representing the present right to vote for election of directors or equivalent positions are owned, in any combination, by one or more Insured Organizations.

Q.	"Third Party" means any natural person who is a customer, vendor, service provider or other business invitee of the Insured Organization. Third Party shall not include any Employee.

R.	"Third Party Claim"means any Claim by or on behalf of a Third Party rhat alleges a Third Party Wrongful Act.

"Third Party Wrongful Act" means:

Discrimination or harassment against a Third Party, based upon age, gender, race, color, national origin, religion, creed, marital status, sexual orientation or preference, gender identity or expression, genetic make up testing, pregnancy, HIV or other health status, disability, or other protected status under federal, state or local law.

"Wrongful Act" means one or -lore of the following by an Insured in their capacity as such:

Wrongful Termination of an Employee;

Retaliation by an Insured(s) against an Employee;

Employment related misrepresentation against an Employee or an applicant for employment with an Insured Organization;

Employment related libel, slander, false arrest, humiliation, negligent infliction of emotional distress, defamation or. invasion of privacy against an Employee;

Wrongful failure to employ or promote, wrongful discipline, wrongful deprivation of career opportunity, wrongful demotion or adverse change in terms, conditions or status of employment; wrongful failure to grant tenure, negligent hiring or supervision, negligent training, negligent evaluation or retention, wrongful reference, wrongful failure to provide or enforce corporate policies and procedures related to employment;

Employment related sexual or other workplace harassment, including quid pro quo, and hostile work environment;

Employment discrimination, including discrimination based upon age, gender, race, color, national origin, religion, creed, marital status, sexual orientation, or preference, gender identity or expression, genetic makeup, or refusal to submit to genetic testing, pregnancy, disability, HIV or other health status, Vietnam Era Veteran or other military status, or other protected status established under federal, stare or local law;

Violation of the Family Medical Leave Act (FMLA);

Violation of an individual's civil rights relating to any of the above.

"Wrongful Termination" means termination (either actual or constructive) of an employment relationship in a manner which is wrongful or against the law, including breach of an implied agreement.

Employment Practices Liability Policy

IV. EXCLUSIONS

A	The Insurer shall not be liable to make any payment for Loss in connection with any Claim against an Insured:

for bodily injury, sickness, disease, death of any person, or for damage to, destruction of, or loss of use of any tangible property; however, this exclusion shall not apply to emotional distress, mental anguish, or humiliation;

based upon, arising from, or in am way related to any fact, circumstance, or situation which has been the subject of any written notice under any insurance policy of which this Policy is a renewal or replacement or under any other policy.

based upon, arising from, or attributable to any demand, suit, or other proceeding pending against any Insured on or prior to the applicable Prior Litigation Date set forth in item VIII. of the Declarations, or any fact, circumstance or situation underlying or alleged therein;

based upon, arising from, or attributable to any alleged 'violation of the responsibilities, obligations, Or duties imposed by law;

any stare, federal or local law governing workers' compensation, unemployment insurance, social security, disability benefits or similar law; the -Employee Retirement Income Security Act of 1974 (except Section 510 thereof); the Occupational Safety and Health Act; the Federal False Claims Act; the Fair Labor Standards Act (except the Equal Pay Ad) any other similar state or local law concerning wage and hour practices, including but not limited to any Claim for overtime, off-the-clock work, failure to provide rest or meal periods, failure to reimburse expenses, improper classification of employees as exempt or non-exempt, failure to timely pay wages, conversion, unjust enrichment or unfair business practices; provided, however, that this shall not apply to a Claim by an Employee for Retaliation based upon the actual or alleged exercise by an Employee of any rights by reason of the foregoing statues, rules or regulations.

the Consolidated Omnibus Budget Reconciliation Act of 1985; the Racketeer Influenced and Corrupt Organization Act; the National Labor Relations Acts, Labor Management Relations Act, or any similar state or local law that pertains to the rights of employees with respect to Union, unionizing, or collective activities in the workplace or any obligations of employers with respect to such employee activities: however, this exclusion will not apply to any Claim for Retaliation with respect to the foregoing.

based upon, arising from, or in any way related to any actual or alleged obligation of arty Insured under any express written contract or agreement; this exclusion shall not apply if and to the extent such obligation would have existed in the absence of the written contract or agreement; 6

for Loss attributable to or arising out of a criminal investigation or criminal proceeding brought against any Insured in any jurisdiction.

For purposes of determining the applicability of any exclusions, the Wrongful Act of any Insured Person shall not be imputed to any other Insured Person.

B.	The Insurer shall not be liable for that part of Loss, other than Defense Costs in connection with any Claim against an Insured:

the cost associated with providing reasonable accommodations requited by the Americans with Disabilities Act of 1990, or any amendment thereto, or any similar federal, state or local law;

Employment Practices Liability Policy

the costs associated with costs of training, re-education, sensitivity or minority development programs or other corporate programs, policy or seminars;

based upon, arising from, or attributable to any actual or alleged violation of responsibilities, obligations or duties for the Worker Adjustment and Retraining Notification Act.

V. LIMITS OF LIABILITY, RETENTIONS AND COINSURANCE

A.	Limit of Liability

The maximum amount payable by the Insurer for all Loss under this 'Policy shall be the amount set forth in Item lift, of the Declarations. Defense Costs paid by the Insurer arc included in and shall reduce the Limit of

All Claims arising from the same Wrongful Act or Interrelated Wrongful Acts shall be deemed one Claim and shall lie deemed first made on the date the earliest of such Claims is first made, regardless of whether such date is before or during the Policy Period or Extended Reporting Period, if applicable.

Claims subject to Insuring Agreement 1.13. are subject to the Third Party 'lability coverage Sublimit of Liability and Retention specified in Item V. of the Declarations. The sublimit is the maximum aggregate amount that the Insurer will pay for all Loss from all Third Party Claims, and is subject to, part of, and not in addition to, the Limit of Liability in Item Ill. of the Declarations.

Retention

The Insurer shall be liable for only that part of Loss arising from a Claim which is excess of the Retention amount only set forth in Item IV. of the Declarations or Item V., if applicable. The Retention shall be uninsured and shall be paid only by an Insured, regardless of the number of claimants, Claims made, or Insureds against whom a Claim is made.

in the event the Insured Organization is unable to indemnify or advance costs on behalf of an Insured Person due to its financial insolvency, no Retention will apply to such Claim

Coinsurance Percent

The Insurer shall be liable for that portion of Loss for each Claim, excess of the Retention, specified as the applicable Coinsurance Percent in item VIII. of the Declarations. The Insurers liability for Loss for each Claim shall apply only to that portion of Loss in excess of the applicable Coinsurance Percent specified in Item VII. of the Declarations. The Insurer shall have no obligation for such Coinsurance Percent.

VI. DEFENSE COSTS , SETTLEMENT, REPORTING AND NOTICE

Defense Costs and Settlements

The Insurer shall have the right and duty to defend any Claim against the Insureds to which this Policy applies, even if the allegations in the Claim are groundless, false or fraudulent. The Insurer's right and duty to defend includes, without limitation, the right and duty to appoint defense counsel. Amounts the Insurer pays for Defense Costs reduce the Limit of Liability.

The Insurer's right and duty to defend any Claim or to pay any Loss shall terminate upon the Insurers payment of the Limit of Liability stated in Item III. of the Declarations. if the Insurer's right and duty to defend any Claim terminates, by reason of payment of the Limit of Liability, the Insurer has the right to withdraw from any further .defense of any Claim by tendering control of said defense to the Insureds against whom the Claim is made.

Employment Practices Liability Policy

The Insureds shall not incur any Defense Costs, admit any liability, assume any obligation, agree to any settlement, or make any settlement offer with respect to any Claim without the Insurer's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the Insurer's consent shall not be required with respect to any Claim if the total Loss {inclusive of Defense Costs) arising from such Claim is less than * of the applicable Retention set forth in Item IV. of the Declarations or Item V., if applicable. The Insurer shall nor be liable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented.

If with respect to any settlement offer or demand made in writing for a Claim for which the Insurer requests that the Insureds consent and an Insured should withhold such consent then if the total Loss incurred on account of such Claim is more than what would have been incurred had the Insureds consented to such settlement offer or demand, then the Coinsurance Percent applicable to such excess Loss shall be increased by adding * to the percent number shown in Item VII. of the Declarations.

If the Insurer or the Insureds recommend a settlement of a Claim which is consented to by the Insurer and the Insureds, the Retention Amount shall be retroactively reduced by * if such settlement was agreed to by the insureds within thirty (30) days of the claimants initial monetary demand.

The Insured shall give to the Insurer all information, assistance, and cooperation, including providing all such documents and testimony, as the Insurer reasonably may require and, in the event of a Claim, and an Insured shall do nothing that may prejudice the Insurer's position or its potential or actual rights of recovery.

B.	Reporting and Notice

A Claim shall be deemed to have first been made when received by an Insured.

As a condition precedent to any rights under this Policy, the Insureds shall give to the Insurer as soon as practicable written notice of any Claim or Third Party Claim, if applicable, first made against any Insured during the Policy Period or the Extended Reporting Period but in no event later than:

ninety (90) days after the expiration of the Policy Period; or

b) the expiration of the Extended Reporting Period (if purchased).

If during the Policy Period an Insured should become aware, of any fact, circumstance or Wrongful Act that reasonably may be expected to give rise to a Claim, and if such circumstance or Wrongful Act is reported to the Insurer during the Policy Period in writing with particulars as to the nature and date of such circumstance or Wrongful Act, the identity of any potential -claimant, the identity of any Insured, including that of any natural person, involved in such circumstance or Wrongful Act, and the Manner in which the Insured first became aware of such circumstance or Wrongful Act, then any Claim subsequently, arising from such circumstance or Wrongful .Act shall be deemed under this Policy to be a Claim made during the Policy Period.

Notice of any Claim, circumstance, Wrongful Act or Third Party Wrongful Act, if applicable, first made during the Policy Period shall be in writing and given by prepaid express courier, certified mail, email or facsimile to the address show in Item X. of the Declarations.

All other notices under any provision of this Policy shall be sent in writing by prepaid express courier, certified mail or facsimile and shall be effective upon receipt thereof by the addressee. Notice to the Insureds shall be given to the Parent Organization at the address shown in Item I. of the Declarations. .Notice to the Insurer shall be given to the appropriate party at the address set forth in Item X. of the Declarations.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Employment Practices Liability Policy

VII. GENERAL CONDITIONS

A.	Representations and Severability respect to Application

The Insureds represent that the statements and representations contained in the Application arc true and shall be deemed material to the acceptance of the risk or the hazard assumed be the Insurer under this Policy. This Policy is issued in reliance upon the truth of such statements and representations.

TheInsureds agree that if the Application contains any material statements or representations that are untrue, this Policy shall he void as to:

anyInsured Person who knew the facts that were not truthfully disclosed, provided that such knowledge shall not be imputed to any other Insured Person;

theInsured Organization, if any Executive Officer knew the facts that were not truthfully disclosed; whether or not such Insured Person or Executive Officer knew of such untruthful disclosure in the Application.

B.	Other Insurance

Unless expressly written to he excess over other applicable insurance, this Policy is intended to provide primary insurance; provided that if any Loss arising from any Claim made against any Insured is also insured under another valid and collectible poiicy(ies), then this Policy shall share such Loss with such other poltcy(ies) pro rata based on the respective Limits of Liability set forth in the Declarations for this Policy and such other poiicy(ies).

Changes in. Exposure

Acquisitions ofParent Organization

IF during the Policy Period:

the Parent Organization merges into or consolidates with another entity such that the Parent Organization is not the surviving entity; or

another entity, organization, or person or group of entities and/or persons acting in concert acquires stock or voting rights that result in ownership or voting control by the other entity(ies) or person(s) of more than fifty (50%) of the outstanding stock representing the present right to vote for the election of directors of the Parent Organization, then coverage shall continue until the later of:

termination of thePolicy Period, or

ii.

any subsequent date the to which theInsurer may agree by endorsement,

but only with respect for Claims arising out of Wrongful Acts or, if Third Parry Liability coverage is elected, Third Party Wrongful Acts taking place prior to such merger, consolidation or acquisition. As a condition precedent to any coverage extension pursuant to this subsection, the Parent Organization shall give written notice of such merger, consolidation or acquisition to the Insurer as soon as practicable, together with such information as the Insurer may reasonably require. Any Claim made and reported during such coverage extensions shall be deemed to have been made during the Policy Period in which such merger, consolidation or acquisition occurred.

Acquisition or Creation of Another Organization

If during the Policy Period the Parent Organization:

Employment Practices Liability Policy

Acquires securities or voting rights in another entity or creates another entity that., as a result of such acquisition or creation, becomes a Subsidiary, or

Acquires any entity by merger into or consolidation with the Insured Organization,

Then such entity and its Insured Persons shall be Insureds under this Policy but only with respect to Wrongful Acts, or it Third Party Liability coverage is elected, Third Party Wrongful Acts taking place after such acquisition or creation unless the Insurer agrees after presentation of all appropriate information, to provide coverage by endorsement for Wrongful Acts or Third Party Wrongful Acts by such Insureds raking place prior to such acquisition or creation.

If the total number of existing employees of the newly created or acquired Subsidiary is greater than twenty percent (20%) of the total number of Employees of the Insured Organizations, then the Parent Organization as a condition precedent to coverage with respect to such new Insureds, the Parent Organization shall give written notice of such acquisition or creation to the Insurer at the address indicated in Item X. of the Declarations as soon as practicable, but no later than ninety (90) days after the effective dare of such acquisition or creation, together with such information the Insurer may require 'and shall pay any additional premium required by the Insurer.

D.	Subrogation

If the Insurer pays any Loss under this Policy, the Insurer shall be subrogated to the extent of such payment to all rights of recovery thereof, including without limitation, against an Insured. The Insureds shall execute all papers required and shall do everything that may be necessary to secure and preserve such rights, including the execution of such documents necessary to enable the Insurer effectively to bring suit in the name of the Insureds.

E.	Authorization Clause

The Insureds agree that the Parent Organization in Item I. of the Declarations Shall. act on their behalf with respect to coverage issues under this Policy, including without limitation the giving and receiving of notices hereunder, the payment or return of premiums, and the negotiation and acceptance of endorsements.

Amendment, Assignment and Headings

Any amendment to this Policy or assignment of an interest in this Policy, in whole or in part, shall be effective only if made by endorsement to this Polity signed be an authorized representative of the Insurer.

The headings to the provisions in this Policy, including those found in any endorsements attached hereto, are provided for convenience only and do not affect the construction hereof.

G.	TTerritory and Valuation

All premiums, Limits of Liability, Retentions, Loss and other amounts under this Policy are expressed and payable in the currency of the United States of America. If judgment is rendered, settlement is denominated or another element of Loss under this Policy is stated in a currency other than the United States of America dollars, payment under this Policy shall be made in United States dollars at the rate of exchange published in The Wall Street Journal on the date the final judgment is reached, the amount of the settlement is agreed upon or the other element of Loss is due respectively.

the extent legally allowed, coverage under this Policy shall extend to Claims made and Wrongful Acts and, if Third Parry Liability coverage is elected, Third Party Wrongful Acts occurring anywhere in the World.

FL Termination

Employment Practices Liability Policy

This Policy shall terminate at the earliest of the following:

upon expiration of thePolicy Period as set forth in Item II. or the Declarations;

twenty (20) days after receipt by the Parent Organization of a written notice of termination from the Insurer for failure to pay premium when due; or

at such other time when the Parent Organization cancels this Policy.

The Insurer shall refund the unearned premium computed at customary short rates if this Police is terminated by the Parent Organization. Under any other circumstances the refund shall be computed pro ram.

1.	No Action Against Insurer

No action shalt be taken against the Insurer unless, as a condition precedent thereto, there shall have been full compliance with all of the terms of this Policy, or the amount: of the insureds obligation to pay shall have been Finally determined either by judgment

against the Insureds after actual trial, or by written agreement of the Insureds, the claimant and the Insurer.

No person or organization shall have the right under this Policy to join the Insurer as a party to any action against. the Insureds, nor shall the Insurer be impleaded by the insureds or their legal representatives.

/s/ David C. Cohen

President

/s/ Dexter R. Legg

Secretary

Employment Practices Liability Policy

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 1

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WARN DEFENSE COST SUBLIMIT ENDORSEMENT

It is agreed that Section IV. EXCLUSIONS B.3 is amended by adding the following:

Solely with respect to coverage afforded by reason of this endorsement:

a.	Item Ill. Sublimit of Liability Amount:
	(A)	Each Claim.	*

	( B)	Each Policy Period	*

b.	hens IV. Retention Amount:		*
	Each Claim		*

'ibis Sublirnit shall be part of and nor in addition to the Limits of Liability,

All other terms, conditions and exclusions of the Police remain unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 2

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NON DUTY TO DEFEND ENDORSEMENT

It is hereby agreed that Section VI. Is deleted in its entirety and replaced by the following:

VI. DEFENSE COSTS, SETTLEMENT, REPORTING AND NOTICE

A. Defense Costs and Settlements

1.	The Insureds retain responsibility to defend any Claim. The Insurer shall have no duty to provide a defense to any Claim. Defense Costs are a part of Loss. All Defense Costs are subject to hourly rate caps as follows:* an hour for attorney rate cap and * an hour for paralegals.

The Insured shall be responsible for all Defense Costs in excess of the above referenced rate caps. The rates referenced above shall apply within applicable Retention Amount and apply through conclusion of the Claim.

2.	fhe Insureds have the right to select defense counsel, subject to Liberty's written consent, which will not. be

unreasonably withheld. The Insureds must give the insurer, in writing, notice of their selection of defense counsel within forty-five (45) days of the time Defense Costs exceed *. Any attorney designated as defense counsel to represent any Insureds pursuant to this policy shall comply with our litigation management guidelines. They shall have a minimum of 5 years of employment and labor law experience, shall have no conflict or potential conflict with the Insureds they represent, and shall cooperate with us and our monitoring counsel in defense of the Claim.

The Insureds shall not incur any Defense Costs, admit any liability, assume any obligation, agree to any settlement, or make any settlement offer with respect to any Claim without the Insurer's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, the Insurer's consent shall not be required with respect to any Claim if the total Loss (inclusive of Defense Costs) arising from such Claim is less than sixty percent (60%) of the applicable Retention set forth in Item IV. of the Declarations or Item V., if applicable. The Insurer shall not beliable for any settlement, Defense Costs, assumed obligation or admission to which it has not consented.

5.	If the Insurer or the Insureds recommend a settlement of a Claim which is consented to by the Insurer and theInsureds, the Retention Amount shall be retroactively reduced by * if such settlement was agreed to by the Insureds within thirty (30) days of the claimant's initial monetary demand.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

The Insured shall give to the Insurer all information, assistance, and cooperation, including providing all such documents and testimony, as the Insurer reasonably may require and, in the event of a Claim, an Insured shall do nothing that may prejudice theInsurer's position or irs potential or actual rights of recovery.

B.	Reporting and Notice

As a condition precedent to any rights under this Policy, the Insureds shall give to the Insurer as soon as

practicable written notice of any Claim or Third Party Claims if applicable, first made against any Insured during the Policy Period or the Extended Reporting Period derailed herein.

The Insureds shall, supply a annual bordereau of all Claims or Third Party Claims of which it's human resource department, risk management department, general counsel, internal legal department and controller is aware or has received notification. These bordereaux shall be supplied no later than sixty (60) days before the end of the Policy Period, any extension of the Policy Period or Extended Reporting Period, if applicable and shall include to the extent practicable:

the date of the Claim orThird Party Claim, if applicable;

the date(s) of the acts alleged to have given rise to theClaim or Third Party Claim, if applicable;

the names of the parries and forum of the Claim orThird Party Claim, if applicable;

the names of the counsel selected to defend theClaim or Third Party Claim, if applicable;

the amount of the Defense Costs ncurred in the defense of the Claim or Third Party Claim, if applicable

the current status of theClaim or Third Party Claim, if applicable.

details of any offers of settlement made in the Claim or Third Party Claim, it applicable;

Any Claim or Third Party Claim, if applicable, listed on this bordereau of which notice thereof or the circumstances giving rise thereto was not previously given to us shall be deemed to be first notice thereof at the time the bordereau is submitted.

Not withstanding the above, if the anticipated Defense Costs phis the anticipated costs of resolving any Claim or Third Party Claim, if applicable, or the circumstances which may give rise to Claim or Third Party Claim, if applicable (which the anticipated costs of settlement or judgment), reach or exceed * or upon notification of the filing or-consolidation of a lawsuit or an administrative action with five (5) or more plaintiff's or purported class, the Insured shall provide notification of this event as soon as practicable, but no later than thirty (30) days. Separate notice of such Claims or Third Party Claims, if applicable, must be given. Bordereau reporting of such Claims or Third Party Claims, if applicable, is not. timely notice under this Policy.

If during thePolicy Period an Insured should become aware of any fact, circumstance or Wrongful Act that reasonably may be expected to give rise to a Claim, and if such circumstance or Wrongful Act is reported to the Insurer during the Policy Period in writing with particulars as to the nature and date of such circumstance or Wrongful Act, the identity of any potential claimant, the identity of any insured, including that of any natural person, involved in such circumstance or Wrongful, Act, and the manner in which the Insured first became aware of such circumstance or Wrongful Act, then any Claim subsequently arising from such circumstance or Wrongful Act shall be deemed under this POlicy to be a Claim made during the Policy Period.

All other notices under any provision of this Policy shall. be sent in writing by prepaid express courier, certified mail or facsimile and shall be effective upon receipt thereof by the addressee. Notice to theInsureds shall be given to the Named Insured at the address shown in Item I. of the Declarations. Notice 10 the Insurer shall be given to the appropriate party at the address set forth in Item X. of the Declarations.

All other terms, conditions and exclusions of the. Policy remain unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 3

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

S ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFUL!

LOSS PREVENTION CREDIT ENDORSEMENT

it is understood and agreed that Section LI is amended by addition of the following:

Loss Prevention Services Credit Against Retention

If during the Policy Period the Insured with the prior consent of the Insurer. incurs fees or costs in the form of Loss Prevention Services from a provider approved by the Insurer and a Claim is subsequently made or deemed made during the Policy Period, the amounts paid by the Insured for such Lots Prevention Services shall be credited against the retention amount applicable to such Claim up to a maximum of * of the retention amount. This credit shall only apply to the first Claim made after the Loss Prevention Services were provided.

For the purposes of this endorsement, Loss Prevention Services means:

legal compliance audits of the Insured's human resources practices and policies, including development or review of employee handbooks, employment application, harassment policies, affirmative action plans and policies regarding hiring, retention, promotion, discipline and discharge of Employees;

training programs on employment issues;

advice and counseling on matters which have the potential to give rise to aClaim.

All other terms, conditions and exclusions of the. Policy remain unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 4

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

MASS/CLASS/MULTI-PARTY ACTION ENDORSEMENT

It is hereby understood and agreed that Item IV. RETENTION: on the Declaration Page is deleted in its entirety and replaced with the following:

Item IV.	RETENTION:	*

	Each Claim:	*

	Indemnifiable Loss with respect to threatened,

	purported, certified or decertified class actions, mass actions or art Claim brought on behalf of five or more plaintiffs or claimants:	*

All other terms, conditions and exclusions of the Policy remain unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 5

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

U.S. ECONOMIC AND TRADE SANCTIONS ENDORSEMENT

Whenever coverage provided by this policy would be in violation of any U.S. economic or trade sanctions such as, but not limited to, those sanctions administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), such coverage shall be null and void.

Similarly, any coverage relating to or referred to in any certificates or other evidences of insurance or any claim that would be in violation of -U.S. economic or trade sanctions as described above shall also be null and void.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 6

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE :POLICY. PLEASE READ IT CAREFULLY.

DISCLOSURE — TERRORISM RISK INSURANCE ACT

��

THIS ENDORSEMENT IS MADE PART OF YOUR POLICY PURSUANT TO THE TERRORISM RISK INSURANCE ACT.

In accordance with the Terrorism Risk. Insurance Act, including amendments, CTRIA" or the "Act"), we are required to 'provide you with a nonce of the portion of your premium attributable to coverage for "certified acts of terrorism," the federal share of payment of losses from such acts, and the limitation or "cap" on our liability under the Act.

Disclosure of Premium

The Company has made available coverage for "certified acts of terrorism" as defined in the Act. If purchased, the portion of your premium attributable to coverage for "certified acts of terrorism" is shown in the Declarations, Declarations Extension Schedule or elsewhere by endorsement in your policy.

Federal Participation In Payment Of Terrorism Losses

If an individual insurers losses exceed a deductible amount specified in the Act, the federal government will reimburse the insurer for 85% of losses paid in excess of the deductible, provided that aggregate industry losses from a "certified act of terrorism" exceed $100 million.

Cap On Insurer Participation In Payment Of Terrorism Losses

If aggregate insured losses attributable to "certified acts of terrorism" exceed 5100 billion in a calendar year and we have met our deductible under the Act, we shall not be liable for the payment of any portion of the Amount of such losses that exceeds $100 billion. Nor shall Treasury make Any payment for any portion of the amount of such losses that exceeds 5100 billion. In such case, insured losses up to that amount are subject to pro rata allocation in accordance with procedures established shed by the Secretary of the Treasury.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 7

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM

This endorsement modifies insurance provided under the above captioned policy.

A.	Cap On Certified Terrorism Losses

"Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism pursuant to the federal Terrorism Risk insurance Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following:

1.	The act resulted in insured losses in excess of * in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and

The act is a violent act or an act that is dangerous to human life, property or infrastructure and is commit-ted by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.

If aggregate insured losses attributable to terrorist acts certified under the Terrorism Risk insurance Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury.

B.	Application Of Exclusions

The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Parr or Policy, such as losses excluded by the Nuclear Hazard Exclusion or the War And Military Action Exclusion.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 8

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMEND DEFINITION OF SUBSIDIARY ENDORSMENT

This endorsement modifies insurance provided under he following:

Section III. P. Definition of "Subsidiary" is deleted and replaced by the following:

P.	"Subsidiary"means any entity owned by the Insured Organization, directly or indirectly, along with the power to direct or cause the direction of the management and policies of the subsidiary, whether through the ownership of voting securities, by contract, or othetwise.

All other terms, conditions and exclusions of the Policy remain unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 9

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CARE: "I L.Y.

BANKRUPTCY ENDORSEMENT

It is agreed that:

The Insured's bankruptcy shall not relieve the Insurer of any of its obligation under the Policy.

All other terms, conditions and exclusions of the t'ol.icv remain unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 10

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CRIMINAL PROCEEDINGS - CLAIMS DEFINITION ENDORSMENT

This endorsement modifies insurance provided under the following:

Section Ill.. B. Definition of Claim is deleted and replaced hy the following:

B.	"Claim" means:

1.	a written demand against an Insured for monetary or non-monetary relief (including any request: to toll or waive any statute of limitations);

2.	A civil proceeding against an Insured for monetary or non-monetary relief which is commenced by the service of a complaint, or similar pleading;

an arbitration or other alternative dispute resolution proceeding commenced by theInsured's receipt of a written request or demand for such proceeding;

a formal administrative or regulatory proceeding, including without limitation any proceeding by or before the Office of Federal Contract Compliance Program, the Equal Employment Opportunity Commission, commencedby the Insured's receipt of a notice of Charges, or any other similar federal, state or local governmental authority located anywhere in the world;

a criminal proceeding brought against anyInsured in any jurisdiction.

against anyInsured for Wrongful Acts or, if Third Party Liability coverage is elected, Third Party Wrongful Acts, including any appeal from there.

Claimshall not mean any labor or grievance proceeding or arbitration that is subject ro a collective bargaining agreement.

All other terms, conditions and exclusiOns of the Policy remain unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 11

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

EXCLUSION ENDORSEMENT

it is hereby understood and agreed that Section IV. Exclusions, A (1)-(6) of the Policy, is deleted and replaced the following:

IV. EXCLUSIONS

'1TheInsurer shall riot be liable to make any payment for Loss in connection with am Claim aga 1st an Insured:

1.	for lxxiily injury, sickness, disease, death of any person, or for damage to, destruction of or loss of use of any tangible property; however, this exclusion shall not apply to emotional distress, mental anguish, or humiliation;

2.	based upon, arising from, or in any way related to any fact, circumstance, or situation which has been the subject of any written notice under any insurance policy of which this Policy is a renewal or replacement.

3.	based upon, arising from, or attributable to any demand, suit, or other proceeding pending against any Insured on or prior to the applicable Prior I .itigation Date set forth in Item VW. of the Declarations, or any fact, circumstance or situation underlying or alleged therein;

4.	for any alleged violation of the responsibilities, obligations, or duties imposed by law;

any state, federal or local law governing workers' compensation, unemployment insurance, social security, disability benefits or similar law; the Employee Retirement Income Security Act of 1974 (except Section 510 thereof); the Occupational Safety and Health Act; the Federal False Claims Act; the Fair Labor Standards Act (except the Equal Pay Act) any other similar stateor local law concerning wage and hour practices, including but not

limited to anyClaim for overtime, off-the-clock work, failure to provide rest or meal

periods, failure to reimburse expenses, improper classification of employees as exempt or non-exempt, failure to timely pay wages, conversion, unjust. enrichment or unfair business practices; provided, however, that this shall not apply to aClaim by an Employee fOr Retaliation based upon the actual or alleged exercise by an Employee of any rights by reason of the foregoing statues, rules or regulations.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

the Consolidated Omnibus Budget Reconciliation Act of 1985; the Racketeer influenced and Corrupt. Organization Act; the National Labor Relations Acts, Labor Management Relations Act, or any similar state or local law that pertains to the rights of employees with respect to Union, unionizing, or collective activities in the workplace or any obligations of employers with respect to such employee activities: however, this exclusion will nor apply to any Claim for Retaliation with respect to the foregoing.

based upon, arising from, or in any way related to any actual or alleged obligation of any insured under any express written contract or agreement; this exclusion shall not apply if and to the extent such obligation would have existed in the absence of the written contract or agreement;

other terms, conditions and exclusions of the Policy remain unchanged.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 12

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAR FU

EXTENDED REPORTING PERIOD ENDORSEMENT

It is hereby agreed and understood that Item VI. of the Declarations is deleted in its enitrete and replaced with the following:

Item VI.	EXTENDED REPORTING PERIOD COVEAGE

	Extended Reporting Period (If Purchased)

	One Year:	*
	Two Years:	*
	"Chree Years	*

All other terms, conditionsexclusions of the Policy remain. unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO. 13

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

CANCELLATION PROVISION ENDORSEMENT

It is hereby understood and agreed that Section VII.. GENERAL CONDITIONS, Item . Termination of the Policy is deleted in its entirety and replaced with the following:

[I.	Termination

fhis Policy shall terminate at the earliest of the following:

1.	upon expiration of the Policy Period as set forth in Item II. of the Declarations;

2.	twenty (20) days after receipt by the Parent Organization of a written notice of termination from the Insurer for failure to pay premium when due; or

3.	at such other time when the Parent Organization cancels this Policy.

4.	in the event Liberty's ratings drop below A.- for AM Best and A- for S&P, will allow pro-rata cancellation of the poiicy effective pursuant to the Parent Organization's written request to cancel the poiicy.

The Insurer shall refund the unearned premium computed at customary short rates if this Policy is terminated by the Parent Organization. Under any other circumstances the refund shall be. computed pro raga.

All other terms, conditions and exclusions of the Policy remain unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO, 14

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMENDED SEVERA.BILITY ENDORSEMENT

It is hereby understood and agreed that Section VII. GENERAL CONDITIONS, Item A. Representations and Severability respect to Application of the Policy is deleted in its entirety and replaced with the following:

Representations and Severability respect to Application

The Insureds represent that the statements and representations contained in the Application are true. This Policy is issued in reliance upon the truth of such statements and representations.

The Insureds agree that if the Application contains any material statements or representations that are untrue, this Policy shall be void as to:

arty Insured Person who knew the facts that were not truthfully disclosed, provided that such knowledge shall not be imputed to any other Insured Person;

the Insured Organization, if any Executive Officer knew the facts that were not truthfully

disclosed: whether or not such Insured Person or Executive Officer knew of such untruthful disclosure in the Application.

All other terms, conditions and exclusions of the Policy remain unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

LIBERTY INSURANCE UNDERWRITERS INC.

(A Stock Insurance Company, hereinafter the "Insurer")

ENDORSEMENT NO, 15

This endorsement, effective	May 15, 2011	forms part of

Policy No.	*	issued to:	AEROPOSTALE, INC.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

LIBERALIZATION ENDORSEMENT

It is hereby understood and agreed that Section IL COVERAGE, EXTENSIONS is amended by adding the following Liberaliza tiOn clause:

If during thePolicy Period, the Underwriter's policy form * is replaced or updated, any expansion or extension of coverage in the replacement or updated form will apply to expand or extend the coverage under this Policy in the same manner to the extent it does not conflict with any Endorsements attached to this Policy.

All other terms, conditions and exclusions of the Policy rem in unchanged.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Employment Practices Liability Insurance - Renewal Application

LIBERTY INSURANCE UNDERWRITERS INC.

(A New York Stock Insurance Company, hereinafter the "Insurer")

175 Berkeley Street, Boston, MA 02117

Toll-free number: 1-800-677-9163

NOTICE: THE POLICY FOR WHICH THIS APPLICATION IS SUBMITTED IS WRITTEN ON A CLAIMS MADE AND REPORTED BASIS AND COVERS CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD OR THE EXTENDED REPORTING PERIOD, IF APPLICABLE, AND REPORTED TO THE UNDERWRITER PURSUANT TO THE TERMS THEREIN.

THE POLICY PROVIDES THAT THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGEMENTS OR SETTLEMENTS SHALL BE REDUCED BY AMOUNTS INCURRED FOR LEGAL DEFENSE. FURTHERMORE, NOTE T•A'I' AMOUNTS INCURRED FOR LEGAL DEFENSE SHALL BE APPLIED AGAINST THE RETENTION AMOUNT.

The following material must be attached to this application:

EEO-1 Report (consolidated)

Audited Financials

Employee Handbook/Manual (including copies of Harassment Policies, ADA Policy, Family Medical Leave Policy, Termination Procedures and Progressive Disciplinary Policies), EEO Statement, At-Will Policy (if there have been any changes).

Employee Application Forms (if there have been any changes).

Employee Performance Evaluation Forms (if there have been any changes).

Please indicate if any of the materials requested above are not attached to his application and the reason why.

Instructions:

1.	Answer all questions. If the answer to any question is none, please state none.

2.	Attach a separate piece of paper as necessary.

3.	Application must be signed and dated by the owner, partner, or officer, and a human resources or personnel officer.

4.	PLEASE READ STATEMENT AT THE END OF THE APPLICATION CAREFULLY.

I. GENERAL INFORMATION:

____________________________________

A.	Name & Address of Insured Organization: Aeropostale, Inc. 201 Willowbrook Blvd., Wayne, NJ 07470_________________________________________

B.	Website address if applicable): www.aeropostale.com

C.	Nature of the Business:Retail Apparel Years in Business: 23

Number of U.S. Locations: 9 5 3 Number of Foreign Locations: 59

IL COVERAGE REQUESTED:

A.	Limit of Liability: * _____________________________________________________________________

B.	Retention: * ______________________________________________________________________________

C.	Policy Period Requested: From: 5/15/2011 To: 5/14/20 2 __________

III. EMPLOYEE INFORMATION:

Total Number of Employees: 17,828_

Full Time: 4,160 _______________

Part Time: 13,668

Seasonal:

Temporary: _______________

Leased: _______________

Independent Contractors: __________________

Foreign; _________________

B.	What (if any) percentage of your workforce is represented by a union? NONE

C.	Please provide a breakdown of the total number of Employees or Insured Individuals in the following jurisdictions.

California 1,391 ______________

Texas 1,595_________________

Michigan 474______________

D.	For each of the past 3 years, what has been your annual employee turnover rate?

Domestic: Year ______ _______	% Year __________ _________	% Year _________ __________
Foreign: Year ______ _______	% Year __________ _________	% Year _________ __________

E.	Indicate the number of employees or percentage by salary range:

$50,000 or less: _95.2% $50,000-100,000:3,6%

$100,000-250,000:1,1Wo

Over $250,000:0.1%_

IV. COMPANY INFORMATION:

A.	During the next 12 months:

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Do you anticipate any significant changes in headcount because of growth or acquisition? x Yes o No

Do you anticipate any plant, facility, branch, or office closings, consolidations, or layoffs? o Yes x No

If yes to either question, please provide details on the circumstances and the anticipated number of layoffs. Planned Store growth for 2011 will lead to increases in headcount.

B.	Will severance packages be offered in exchange for signed release forms? N/A

o Yes o No

C.	Are outplacement services provided for terminated employees? o Yes o No N/A

D.	During the past 12 months:

Has the Insured Organization acquired and or sold any companies? o Yes x No

Has there been any plant, facility, branch, or office closings, consolidations, or layoffs? x Yes o No

If yes, please provide details on how many involuntary terminations occurred. Underperforming store locations closed

E.	Indicate the number of terminations that have occurred within the past year: Involuntary _15,544 Voluntary _17,627_

F.	Is the Insured Organization required to file an affirmative action plan with the (OFCCP) Office of Federal Contract Compliance Programs? F. Is the Insured Organization required to file an affirmative action plan with the (OFCCP) Office of Federal Contract Compliance Programs?

o Yes x No

If yes, has the Insured Organization ever been the subject of an OFCCP investigation, which resulted in a finding of a violation?

o Yes o No. If yes, please attach a copy of the audit or investigation report and indicate what actions were

taken as a result of this violation.

V. LOSS HISTORY:

A. Are you aware of any fact (s), incident(s), or circumstance(s) that may result in any claim(s) being made against any person or entity applying for this insurance that the Underwriter has not been put on notice for? o Yes x No. If yes, please provide details.

VI. CLAIMS HANDLING:

A. Who in the Insured Organization has been designated ro handle employment practices liability claims?

Name Rochelle MayTitle Assoc. Benefits MGR_Address_112 W 34th Str, 22'd Flr, NY, NY 10120_Phone616-452-1838_

Email address_rmay@aeropostale.com

VII. CONTACT INFORMATION FOR RISK MANAGEMENT SERVICES

For Risk Management and loss prevention service, please include the name and contact information for the individual(s) responsible h overseeing Human Resources matters for access to this program. This service is not, and should not be, considered a substitute for competent legal counsel.

Name Harry AxtTitle _VP-Controller_Address_201 Willowbrook Blvd, Wayne, NJ 07470_Phone_973-826-1080_

Email address_haxtOaeropostale.corn

VIII. DECLARATION AND SIGNATURES:

THE UNDERSIGNED AUTHORIZED OFFICER OF THE APPLICANT DECLARES THAT THE STATEMENTS SET FORTH HEREIN ARE TRUE. THE UNDERSIGNED AUTHORIZED OFFICER AGREES THAT IF THE INFORMATION SUPPLIED ON THIS APPLICATION CHANGES BETWEEN THE DATE OF THIS APPLICATION AND THE EFFECTIVE DATE OF THE INSURANCE, HE/SHE (UNDERSIGNED) WILL, IN

ORDER FOR THE INFORMATION TO BE ACCURATE ON THE EFFECTIVE DATE OF THE INSURANCE, IMMEDIATELY NOTIFY THE INSURER OF SUCH CHANGES, AND THE INSURER MAY WITHDRAW OR MODIFY ANY OUTSTANDING QUOTATIONS AND/OR AUTHORIZATIONS OR AGREEMENTS TO BIND THE INSURANCE.

THE APPLICANT COMPANY FURTHER AGREES THAT IF INFORMATION SUPPLIED ON THIS APPLICATION CHANGES BETWEEN THE DATE OF THIS APPLICATION AND THE INCEPTION DATE OF THE POLICY PERIOD, IT WILL IMMEDIATELY NOTIFY LIBERTY SURPLUS INSURANCE CORPORATION OF SUCH CHANGE.

THE SIGNING OF THIS APPLICATION DOES NOT BIND THE COMPANY TO OFFER OR THE APPLICANT TO ACCEPT INSURANCE; BUT IT IS AGREED THAT THIS APPLICATION SHALL BE THE BASIS OF THE INSURANCE AND WILL BE ATTACHED AND MADE A PART OF THE POLICY SHOULD A POLICY BE ISSUED.

WRITTEN STATEMENTS AND MATERIALS FURNISHED TO THE INSURER IN CONJUNCTION WITH THIS APPLICATION ARE HEREBY INCORPORATED BY REFERENCE INTO THIS APPLICATION AND MADE A PART HEREOF.

NOTICE TO APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR, CONCEALS, FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT ACT, WHICH IS A CRIME AND MAY SUBJECT SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES.

NOTICE TO ARKANSAS AND NEW MEXICO APPLICANTS: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT, OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN PRISON.

NOTICE TO COLORADO APPLICANTS: IT IS UNLAWFUL TO KNOWINGLY PROVIDE FALSE, INCOMPLETE, OR MISLEADING FACTS OR INFORMATION TO AN INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE COMPANY. PENALTIES MAY INCLUDE IMPRISONMENT, FINES, AND DENIAL OF INSURANCE AND CIVIL DAMAGES. ANY INSURANCE COMPANY OR AGENT OF AN INSURANCE COMPANY WHO KNOWINGLY PROVIDES FALSE, INCOMPLETE, OR MISLEADING FACTS OR INFORMATION TO A POLICYHOLDER OR CLAIMANT FOR THE PURPOSE OF DEFRAUDING OR ATTEMPTING TO DEFRAUD THE POLICYHOLDER OR CLAIMANT WITEI REGARD 'TO A SETTLEMENT OR AWARD PAYABLE FROM INSURANCE PROCEEDS SHALL BE REPORTED TO THE COLORADO DIVISION OF INSURANCE WITHIN THE DEPARTMENT OF REGULATORY AUTHORITIES

NOTICE TO DISTRICT OF COLUMBIA APPLICANTS: WARNING: IT IS A CRIME TO PROVIDE FALSE OR MISLEADING INFORMATION TO AN INSURER FOR THE PURPOSE OF DEFRAUDING THE INSURER OR ANY OTHER PERSON. PENALTIES INCLUDE. IMPRISONMENT AND/OR FINES. IN ADDITION, AN INSURER MAY DENY INSURANCE BENEFITS IF FALSE INFORMATION MATERIALLY RELATED TO A CLAIM WAS PROVIDED BY THE APPLICANT.

NOTICE TO FLORIDA APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO INJURE, DEFRAUD OR DECEIVE ANY INSURER FILES AN APPLICATION CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY IN THE THIRD DEGREE.

NOTICE TO KENTUCKY APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME.

NOTICE TO LOUISIANA APPLICANTS: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE

INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO FINES AND CONFINEMENT IN PRISON.

NOTICE. TO MAINE APPLICANTS: IT IS A CRIME TO KNOWINGLY PROVIDE FALSE, INCOMPLETE OR MISLEADING INFORMATION TO INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING THE COMPANY. PENALTIES MAY INCLUDE IMPRISONMENT, FINES OR A DENIAL OF INSURANCE BENEFITS.

NOTICE TO NEW JERSEY APPLICANTS: ANY PERSON WHO INCLUDES ANY FALSE OR MISLEADING INFORMATION ON AN APPLICATION FOR AN INSURANCE POLICY IS SUBJECT TO CRIMINAL AND CIVIL PENALTIES.

NOTICE TO OHIO APPLICANTS: ANY PERSON WHO, WITH INTENT TO DEFRAUD OR KNOWING THAT HE IS FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD.

NOTICE TO OKLAHOMA APPLICANTS: WARNING: ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO INJURE, DEFRAUD OR DECEIVE ANY INSURER, MAKES ANY CLAIM FOR THE PROCEEDS OF AN INSURANCE POLICY CONTAINING ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY (365:15-1-10, 36 53613.1).

NOTICE TO PENNSYLVANIA APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME AND SUBJECTS SUCH PERSON TO CRIMINAL AND CIVIL PENALTIES.

NOTICE TO TENNESSEE, VIRGINIA AND WASHINGTON APPLICANTS: IT IS A CRIME TO KNOWINGLY PROVIDE FALSE, INCOMPLETE OR MISLEADING INFORMATION TO INSURANCE COMPANY FOR THE PURPOSE OF DEFRAUDING THE COMPANY. PENALTIES INCLUDE IMPRISONMENT, FINES AND DENIAL OF INSURANCE BENEFITS.

NOTICE TO NEW YORK APPLICANTS: ANY PERSON WHO KNOWINGLY AND WITH INTENT TO DEFRAUD ANY INSURANCE COMPANY OR OTHER PERSON FILES AN APPLICATION FOR INSURANCE OR STATEMENT OF CLAIM CONTAINING ANY MATERIALLY FALSE INFORMATION, OR CONCEALS FOR THE PURPOSE OF MISLEADING, INFORMATION CONCERNING ANY FACT MATERIAL THERETO, COMMITS A FRAUDULENT INSURANCE ACT, WHICH IS A CRIME, AND SHALL ALSO BE SUBJECT TO A CIVIL PENALTY NOT TO EXCEED FIVE THOUSAND DOLLARS AND THE STATED VALUE OF THE CLAIM FOR EACH SUCH VIOLATION.

This application must be signed by one of the following representatives; Director of Human Resources, Director of Risk Management,General Counsel, Chairperson, President, Chief Executive War, Chief Op ating Officer, and or the Chief Financial Officer of the Insured Organization.


Date		Applicants At orized Sig ure		Job Title


	Please Print Name

CONFIRMATION OF INSURANCE

DATE:	07/26/11
		ISSUING OFFICE:
ASSURED:
	Aeropostale, Inc	J. Smith Lanier & Co.
	201 Willowbrook Blvd.	11330 Lakefield Dr. #100
	Wayne, NJ 07470	Duluth, GA 30097

INSURORS:	Hanover Insurance Company	PERIOD: 8-01-11 to 8-01-12
POLICY #:	*	RISK: General Liability

GENERAL LIABILITY	LIMITS

General Aggregate	$	*	(Per location aggregate)
Product-Completed Operations Aggregate	$	*
Personal & Advertising Injury	$	*
Each Occurrence	$	*
Damages to Premises Rented to You	$	*
Medical Expense	$	*
Employee Benefits Liability	$	*

Coverage will be provided using the most recent edition of CG0001including all mandatory state forms and endorsements required.

Annual premium * (Composite rate * per store based on 1047 stores)

90 Day Notice of Cancellation/Non-Renewal

Mold & Fungus exclusion

Other exclusions as quoted

Commercial Broad Form included.

The coverage represented by this confirmation is subject to the terms, conditions and limitations of the policies in current use by the insurer named above.


	J. SMITH LANIER & COMPANY

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

CONFIRMATION OF INSURANCE

DATE:	07/26/11

ASSURED:		ISSUING OFFICE:

	Aeropostale, Inc.	J. Smith Lanier & Co.
	201 Willowbrook Blvd.	11330 Lakefield Dr. #100
	Wayne, NJ 07470	Duluth, GA 30097

INSURORS:	Affiliated FM	PERIOD: 08-01-11 to 08-01-12

POLICY #:	TBD	RISK: Property

PROPERTY

All risk of physical loss subject to the terms and conditions of the proposal with the following coverages:

Policy Limit – The company’s liability will not exceed the respective Sub-Limits of Liability shown elsewhere for the coverages involved. However, in no event will the company’s total limit exceed $150,000,000 as a result of any one occurrence, regardless of the number of perils, coverages or locations involved.

Retail Stores in US & Puerto Rico as per schedule on file	$	*	(per store)
(except as noted below)
(SOV Final 04-11)
AERO – Fulton Street, 458 Fulton St, Brooklyn, NY 11201	$	*	(Personal Property)
	$	*	(Stock & Supplies)
Corporate Office, 201 Willowbrook Blvd, Wayne, NJ 07470	$	*
Corporate Office, 112 West 34th St, New York, NY 10120	$	*

Limit Per Occurrence (at the NJ DC)	$	*	(Personal Property)
	$	*	(Stock & Supplies)
	See sub limits		(Business Interruption)
Limit Per Occurrence (at the CA DC)	$	*	(Personal Property)
	$	*	(Stock & Supplies)
	See sub limits		(Business Interruption)
Supplier Warehouse, 3100 47th Ave, Long Island City, NJ	$	*	(Stock & Supplies)

The coverage represented by this confirmation is subject to the terms, conditions and limitations of the policies in current use by the insuror named above.

J. SMITH LANIER & COMPANY

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

CONFIRMATION OF INSURANCE(cont)

AERO – Times Square, 1515 Broadway, New York, NY 10036


Limit per occurrence	$	*	(Personal Property)

	$	*	(Stock & Supplies)

	$	*	(Business Income)

See Affiliated binder attached for additional listed locations & coverages.

Premium: *

Eng Fee: *

Taxes: TBA

The coverage represented by this confirmation is subject to the terms, conditions and limitations of the policies in current use by the insuror named above.

J. SMITH LANIER & COMPANY

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

A Risk Purchasing Group

ESEur

ESSENTIAL SERVICES & PROGRAMS, LLC

National Retail Safety Association,Inc.

Insured: Aeropostale, Inc. etal

EFFECTIVE DATE	EXPIRATION DATE	COMPANY	POLICY NUMBER
08/01/11	08/01/12	See Below	See Below

NATIONAL RETAIL SAFETY ASSOCIATION, INC. MASTER UMBRELLA PROGRAM

TYPE OF POLICY:	Umbrella Liability		Date: 7/29/11

NAMED INSURED:	Aeropostale, Inc. etal

SCHEDULE OF UNDERLYING:	Per attached

COVERAGES:	Limit of Liability	*
	Aggregate Limit	* Per Location

	SIR	*

TERMS & CONDITIONS:	Per attached

SUBJECT TO:

All underlying carriers must have a Best's rating of A-VII or better

Receipt of currently valued 5 year carrier loss runs for General Liability, Auto Liability

Defense costs must be outside the underlying carriers' primary limit(s) of liability

Premium payment is due within 15 days of binding

UNDERLYING LIMITS

REQUIRED:	*		General Liability - per occurrence
	*		General Liability - general aggregate
	*		Automobile Liability
	*		Employers Liability

CARRIER:	*		Great American Ins. Co.	*
	*XS	*	Navigators Insurance Co.	*
	*XS	*	Lexington Insurance Co.	*
	* XS	*	Allied World Assurance Co.	*

EXPOSURES:	Per Attached

TERM PREMIUM:	*

TOTAL FEE:	*

The Total Cost includes all premiums, commissions, taxes and risk purchasing group membership fees. All insurance policies issued to National Retail Safety Association, Inc. were obtained through the insurance brokering services of Sterling & Sterling, Inc..

Kindly make all payments payable to Essential Services & Programs, LLC

A policy/contract issued by one of the insurers referenced herein will provide the specifics of coverage. This quotation is subject to change without ptior notice.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

A Risk Purchasing Group

ESEur

ESSENTIAL SERVICES & PROGRAMS, LLC

National Retail Safety Association, Inc.

Entity:	Aeropostale, Inc. etal

Annual Receipts: Vehicles:	*

# PPT: 139	# Trucks: 0	# Trailers: 0	Other: 0

UNDERLYING CARRIER INFORMATION:

Coverage	Carrier		Premium

General Liability	Hanover	08/01/12	*
Auto Liability	Hanover	08/01/12	*
General Liability	Ace	08/01/12	*
Auto Liability	Aviva	08/09/12	*
Employer's Liability	Travelers	08/01/12	*

Named Insured:
	Aeropostale, Inc.
	PS from Aeropostale, Inc.
	Aero GC Management, LLC
	Aeropostale West, Inc.
	Aeropostale Puerto Rico, Inc.
	Aeropostale Canada, Inc.
	Aeropostale Licensing, Inc.

135 Crossways Park Drive, P.O. Box 9017, Woodbury NY 11797

(800) 767-7837

Fax (888) 290-0302

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

A Risk Purchasing Group

ESEur

ESSENTIAL SERVICES & PROGRAMS, LLC

National Retail Safety Association, Inc.

Primary Form:	Great American Ins. Co. Commercial Umbrella Coverage Form GAI6002.06.97

Terms & Conditions:
	Exclude:

	Care, Custody and Control
	Construction Operations

	Crises Response/Commercial Management
	Designated Entities
	Designated Products
	Discrimination

	E-Mail, Fax or Phone
	Fungi, Mold or Spores
	Lead

	Named Peril and Time Element Pollution
	* SIR New York-Silica or Related Dust
	Professional Services
	Securities and Financial Interest

	War Liability
	Designated Premises
	Designated Operations

	Follow Form:

	Abuse or Molestation-Following Form
	Assault and Battery-Following Form
	Advertising Injury-Following Form
	Auto Liability-Following Form
	Employee Benefit-Following Form
	Foreign Liability-Following Form
	Liquor Liability- Following Form
	Personal Injury-Following Form

	Attachments:

	Amendment of Insuring Agreement-Known Injury or Damage
	Joint Venture Limitation

	Knowledge of Occurrence Clause
	Notice of Occurrence Clause
	Named Insured
	Unintentional Errors & Omissions
	WC/EL Limitation
	Premium Payment Endorsement
	Rolling 12 Months Endorsement
	NY Changes-Cancellation and Nonrenewal
	Umbrella Amendatory Endorsement
	120 Day Notice of Cancellation

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

A Risk Purchasing Group

ESEur

ESSENTIAL SERVICES & PROGRAMS, LLC

National Retail Safety Association, Inc.

Notice

PURCHASING GROUP INFORMATION

By accepting the attached quotation/binder for insurance the applicant acknowledges that:

All layers of liability insurance are available only through National Retail Safety Association, Inc. (NRSA)., a Risk Purchasing Group as defined in the federal Liability Risk Retention Act (15 USC §3901 et. seq.) ("NRSA" or the "Purchasing Group");

The Inception Date of the insurance shall be the Effective Date of the applicant's membership in NRSA;

In order to be insured through RSA the applicant will be required to pay the NRSA Membership Fee in addition to all premiums, fees, costs and assessments in connection with the insurance provided through NRSA;:

The Applicant agrees to become a non-voting member of NRSA and to accept, abide by, and be bound by the terms and conditions of membership set forth in this Notice and the Purchasing Group's By-laws;

The applicant's membership in the Purchasing Group is conditioned upon the information contained in its application for insurance being correct in all material respects and also conditioned, among other things, upon the applicant's continuing to meet the eligibility criteria for membership in the Purchasing Group.

NRSA is not an insurance agent, broker, adviser, consultant or carrier, and is not the guarantor of any insurance policy, contract, agreement or carrier. Neither NRSA nor any of its directors, officers, agents, managers or employees shall have any liability whatsoever arising from the failure to obtain insurance coverage for any member or any claim against a member;

In its sole discretion, and at any time, NRSA may modify or discontinue any insurance program or policy.

RSA may engage the services of a Manager to manage its operations on such terms and conditions asN RSA's board of directors approve. Currently, the Manager is Essential Services & Programs LLC ("ES&P"). The Manager's compensation shall be determined by NRSA and shall be funded from membership dues and fees;

Applicant's only rights as a member of NRSA shall be to apply for and purchase insurance. Applicant shall have no rights to participate in the distribution of any earnings or profits of the Purchasing Group.

The applicant's membership in NRSA shall terminate upon: (1) its written resignation from RSA, effective as of the date set forth in such notice; (2) its failure to pay premiums, membership dues, other fees, or taxes to RSA or the Manager when due, or (3) upon termination of the its insurance coverage under all Purchasing Group insurance programs for any reason;

NRSA may charge membership fees in such amounts as it or the Manager shall determine in their sole discretion. Such membership fees may not be applied equally or uniformly among all members as to frequency or amount, and may not bear a relationship to a member's premiums or risk exposure;

Neither NRSA nor the Manager shall be required to disclose the method by which they computed a given member's membership fee or to prove that the method by which they computed a given member's membership fee is reasonable.

The terms and conditions of membership in RSA may be amended, modified, or changed at any time at the sole discretion of NRSA or the Manager, provided that insurance coverage may not be changed retroactively.

Applicant's rights are not assignable without the prior written consent of NRSA

Failure by NRSA to enforce compliance with any term or condition of the program or its policies shall not constitute a waiver of such term or condition.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Exhibit 4.10 to

The Third Amended and Restated

Loan and Security Agreement

Capital Leases

None.

Exhibit 4.13 to

The Third Amended and Restated

Loan and Security Agreement

Taxes

None.

Exhibit 4.17 to

The Third Amended and Restated

Loan and Security Agreement

Litigation

MATTER	CLAIM AMT	DESCRIPTION	STATUS	LITIGATION ACCRUAL
Matters in Litigation/ Mediation:

Picture Patents, LLC v. Aeropostale	Unspecified	Plaintiff purports to own a patent on a technology which permits picture images to be viewed and linked over the Internet. They are claiming our website uses their patented technology.	*	*

Card 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. They have sued numerous retailers with the same allegations.	*	*

Ware v. Aeropostale, et al	Unspecified	Plaintiff purports to own a patent on a technology which allows debit card terminals to talk to a central network and generate a transaction code and/or receipt number. They are claiming our debit card terminals in our stores use their patented technology. They have sued hundreds of retailers with the same allegations.	*	*

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

L.A. Printex Industries v. Aeropostale, et. Al.	Unspecified	Plaintiff is a design house and is making claims against a number of retailers including Nordstrom, Macys, Charlotte Russe and others that we and our vendors, in this case our vendor was M. Bubbles, have infringed upon several pattern designs L.A. Printex Industries alleges they produced and copyrighted in years prior. They are arguing we used those copyrighted patterns on some women’s long-sleeve Henleys in 2006 and 2007.	*	*

Administrative Hearings:
Various Employee Claims (EEOC related Claims)	Unspecified	11 active complaints filed by former employees.	*	*

Various Accident Reports/Product Related Claims (Storeline)	Unspecified	15 active accident matters claimed to have occurred in a store (submitted to insurance).	*	*

1369491.1

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Exhibit 4.22

Permitted Management Fees and Other Affiliated Transactions

The information redacted includes allocations of assets and liabilities and intra-company transactions structured for tax planning purposes.

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Exhibit 4.23 to

The Third Amended and Restated

Loan and Security Agreement

Excluded Assets

None.

Exhibit 5.5 to

The Third Amended and Restated

Loan and Security Agreement

Form of Borrowing Base Certificate

(See attached).

AEROPOSTALE, INC.

REVOLVING LINE OF CREDIT AVAILABILITY CALCULATION IF BORROWINGS ARE LESS THAN $75MM



E-MAIL TO: William Keenan at william.keenan@baml.com					Cert. No.
FAX TO: (617) 434-4312



General Ledger Inventory as of:			7/30/2011			(A)

Stated Inventory Advance Rate:					95.0%	(B)

Inventory Availability (A*B)					$ -	(C)


Major Credit Card Receivables as of:			7/30/2011		$ -	(D)

Major Credit Card Receivable Advance Rate:					90.0%	(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)					$ -

Total Capped Borrowing Base (not to exceed $175MM)					$ -	(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					$ -	(I)

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 Third Amended and Restated Loan and Security Agreement (the "Agreement") among the Borrower, the other Loan Parties, and Bank of America, N.A., as Agent for itself and certain other lenders; (b) no event or circumstance which could reasonably be expected to result in a Material Adverse Effect has occurred; (c) all or a portion of the advance requested hereby will be set aside by the Borrower to cover 100% of the Borrower’s obligations for sales tax on account of sales since the most recent borrowing under the Agreement; (d) the information set forth above is true and complete in all material respects as of the date hereof (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, and other than those of which are qualified by materiality, in which case such representations are true and correct in all respects); and (e) no Suspension Event is presently in existence.



	Authorized Signer

AEROPOSTALE, INC.

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


E-MAIL TO: William Keenan at william.keenan@baml.com					Cert. No.
FAX TO: (617) 434-4310



Stock Ledger Inventory at Cost as of:			7/30/2011		$ -

LESS Inventory Reserves:

		Shrink			$ -
		RTVs			$ -
		Damaged Inventory			$ -
		Other Inventory Reserves (TBD based on results of field exam)			$ -

		TOTAL INVENTORY RESERVES			$ -


Eligible Inventory, as of:			7/30/2011		$ -	(A)


NOLV					TBD	(B)
Inventory Advance Rate					90%	(C)

Inventory Availability (ABC)					#VALUE!	(D)


Major Credit Card Receivables as of:			7/30/2011		$ -	(E)

Major Credit Card Receivable Advance Rate:					90.0%	(F)

Major Credit Card Receivable Availability (E*F)					-	(G)


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			$ -	(H)


Total Uncapped Borrowing Base (D+G-H)					#VALUE!

Total Capped Borrowing Base (not to exceed $175MM)					#VALUE!	(I)



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					$ -	(J)

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

	ADVANCE REQUEST				$ -	(L)

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


The undersigned represents and warrants that (a) the information set forth above has been prepared in accordance with the requirements of the Third Amended and Restated Loan and Security Agreement (the "Agreement") among the Borrower, the other Loan Parties, and Bank of America, N.A., as Agent for itself and certain other lenders; (b) no event or circumstance which could reasonably be expected to result in a Material Adverse Effect has occurred; (c) all or a portion of the advance requested hereby will be set aside by the Borrower to cover 100% of the Borrower’s obligations for sales tax on account of sales since the most recent borrowing under the Agreement; (d) the information set forth above is true and complete in all material respects as of the date hereof (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, and other than those of which are qualified by materiality, in which case such representations are true and correct in all respects); and (e) no Suspension Event is presently in existence.





	Authorized Signer

Exhibit 6-3 to

The Third Amended and Restated

Loan and Security Agreement

Bonds

None.

Exhibit 7-1 to

The Third Amended and Restated

Loan and Security Agreement

DDAs

(See attached).

BANK ACCOUNT INFORMATION
as of 8/08/2011


Store #		BANK NAME	ACCOUNT#	ADDRESS
11	Aero	Citizens Bank	*	195 Franklin Blvd.
		eff 8/16/02		Philadelphia, PA 19154
				Branch- 215-637-9515
				Tel: 800-362-5510
14	corp	Bank of America	*	100 Federal St.
				Boston, MA 02110
19	Aero W	Bank of America	*
		11/9/2005		619 S. Mill Ave.
				Tempe, AZ 85281
		Kansas		Tel.480-804-9481or 1-888-287-4637
20	Aero	Capital One	*	Newport Mall Towers
				525 Washington Blvd.
				Jersey City, NJ 07310
		merge with Northfork 3/08		Branch- 201-420-2633

22	Aero	JP Morgan Chase	*	5800 Stoneridge Mall Rd.
				Pleasanton, CA 95466
		10/5/2009		rep# Ana Reyes
				ph#212-552-8183
23	Aero	PNC Bank NJ	*	1500 Prince Rogers Ave,
				Bridgewater, NJ 08807
				Branch- 908-218-8998 Heather

25	Aero	JP Morgan Chase	*	Department 1045
				Columbus, OH 43271-1045
				Tel: 800-965-4408
				Branch- 440 886 4300
27	Aero	Key Bank National Assoc.	*	P. O. Box 94825
				Cleveland, OH 44101
				Tel: 1-888-539-4249
				1-800-821-28929
28	Aero	Wachovia	*	Commercial Customer Service
				1525 W/T/ Harris Blvd
				Charlotte, NC 28288-1146
				Tel: 800-222-3862
29	Aero	Chase Bank	*	PO Box 6001
				Mt. Vernon, NY 10538
				Branch-845-623-0469

30	Aero	JP Morgan Chase	*	Staten Island Mall
				2655 Richmond Avenue
				Staten Island, NY 10314
				Tel: 718-761-4105, Kathy Roma

31	Aero	Bank of America	*	Rockaway Mall
				301 Mt. Hope Ave.
				Rockaway, NJ 07866
				rep# Teresa Duggal
				800-699-7188 ext#26143
34	Aero	M & T Bank	*	1282 longPond Road
				Rochester, NY 14626
				Main Branch-585-225-9729
				Branch- 585-453-9793

35	Aero	Citizens Bank	*	Ross Park Mall Office
		Effective 8/46/02		1000 Ross Park Mall Drive
				Pittsburgh, PA 15237
				Branch- 412-366-9710
				Fax: 412-366-9468
36	Aero	BB & T Bank	*	4507 Shelbyville Rd
		2/4/2007		Louisville, KY 40207
				Cindy Bettler ph 502-891-2676
				fax 502-891-2666
37	Aero E	TD Banknorth	*	Commerce Atrium
				1701 Route 70 East
				Cherry Hill, NJ 08034-5400
				Branch- 856-667-6400 Andrew Krause
				Branch. Cherry or Frank
38	Aero	Wells Fargo Bank	*	65 N. Winchester Blvd.
				Santa Clara, CA
		switched account number only 7/3/10		Patricia Barclay
				Ph#303-470-8908
41	Aero	Charter One Bank	*	600 South Governor Highway
				Peotone, IL. 60468
		effective 7/12/03		Branch #708-258-2622 Sandy
				Fax #708-258-2626
43	Aero	M & T Bank	*	300 Lycoming Mall Cir., # 2024
				Pennsdale. PA 17756
				Danielle
				Ph (570) 546-8303
				Fax (570) 546-6852

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

46	Aero	Wachovia	*	1205 Grape Street, PA2006
				Whitehall, PA 18052
		4/15/2003		Nancy Chenoweth
				Ph 610-264-5505 Fax 610-264-5269
48	Aero	PNC	*	285 Fort Couch Rd.
				Pittsburgh, PA 15241
		9/8/2009		ph# 412-835-0800

49	Aero	PNC Bank	*	312 West Route 38
				Morrestown, NJ 08057

				Tel: 800-762-3955 -Branch- 609-272-0748
50	Aero	Salem Five Bank	*	210 Essex Street
				Salem, MA 01970
				800-322-2265 ext#3500
				Nichol #781-231-2153
51	Aero	Bank of America	*	100 N Broadway
		6/29/2007		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
52	Aero	JP Morgan Chase	*	300 Sunrise Mall Shopping Center
				Sunrise Highway and Carmens Road
		10/1/2009		Massapequa, NY 11758
				Nelida, bank rep.
				Branch- 516-797-5131 -fax 516-799-1874
54	Aero	Citibank, N.A.	*	PO 5780 Grand Central Sta.
		6/22/2006		New York, NY 10163
				Branch- 212-290-7711 Bryan
				212-290-7701 Michael Lonecke
				212-629-4853 direct phone Leslie Cuzano
56	Aero	Washington Federal Savings Bank	*	1500 Chestnut St.
				Washington, PA 15301
				Janet Gantz
				ph#724-223-8000
				fax# 724-223-8145
57	Aero	Canandaigua National	*	72 South Main Street
		Bank and Trust Company		Canandaigua, NY 14424
				Branch- 585-425-4440
				1-800-462-1714 for Deposit tickets
58	Aero	Bank of America	*	Route 17 & Route 4
		11/9/2005		Paramus, NJ 07652
				Branch- 201-845-5450
				fax 201-845-4745
59	Aero	M & T Bank	*	East Henrietta Office
				44 Exchange Street
				Rochester, NY 14614-2097
				Branch- 585-427-2906
60	Aero	Citizens Bank	*	1055 W. Baltimore Pike
		Effective 8/16/02		Lima, PA 19060
				Tel: 800-862-6200
				Branch- 610-565-1844
62	Aero	Key Bank	*	2000 Walden Ave Suite B-216
		Tax ID # 13-3354541		Cheektowaga, NY 14225
				ph#716-683-0481
				1-888-539-4249
63	Aero	Bank of America	*	100 Federal Street
				Boston, MA 02106
		11/9/2005		Tel: 800-353-3824

65	Aero W	Bank of America	*	Del Amo Fashion Center
		11/9/2005		Torrance, CA

66	Aero	HSBC as of 8/14/00	*	Roosevelt Field Mall
				Garden City, NY 11530
				Tel: 800-737-8254
				Branch Manager: Christopher Trakas
				Branch- 516-741-2900 Fax 516-741-6260

67	Aero	Capital One	*	2003 Smith Haven Plaza
				Lake Grove, NY 11755
				1-800-655-2265
				Usman/Nicole helped me out-melissa
68	Aero Kids	Valley Naitonal Bank	*	40 Meadowlands Parkway
				Secaucus, NJ 07094
				Brian Weber
				Fax: 201-325-9333

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

70	Aero	Bank of America	*	100 Federal Street
		11/9/2005		Boston, MA 02106
				Tel: 888-267-2627

71	Aero	Bank of America	*	4300 West Saginaw
				Lansing, MI 48917
		2/2/2009		Jean Pemper
				Ph#800-654-8506 ext 5760 fax#617-235-2580
75	Aero	Wachovia	*	Judy Gonsales
		7/30/2007		ph 800-590-7868 team 600 ext 47758
				fax 866-842-0585
77	Aero	First Tennessee Bank	*	2221 Hamilton Place Blvd.
				Chattanooga, TN 37421
				Mariam Smith or Alicia Detweiler-Lorenz
				Branch- 423- 756-1011

78	Aero	Pennstar Bank	*	Financial Center
				409 Lackawanna Ave. Suite 201
				Scranton , PA 18503-2045
				Branch- 570-341-8000
79	Aero	Chevy Chase Bank	*	P.O. Box 1296
				Laurel, MD 20707 Reaz
				Branch- 703-418-2926 *5 or 800-825-9000
				corporate #800-987-2265
81	Aero	First Union National Bank	*	Attn: CIC-MC 9288
				P.O. Box 740074
				Atlanta, GA 30374
				Branch- 770-275-3862- 800-222-3862
84	Aero	Wachovia	*	3400 Satellite Boulevard
		new account as of 6/20/00		Duluth, Georgia 30096
				Velma Warren,Branch-770-813-4630
				1-800-275-3862 -fax 770-813-4639
85	Aero	Huntington National Bank	*	P.O. Box 6054
				Indianapolis, IN 46206-6054
				Branch- 317-841-0346
				Fax #317-841-0348
86	Aero	Bank of America	*	P.O. Box 4899
				Atlanta, GA 30302-4899
				Tel: 800-299-2265
				branch- 770-423-5177 Nancy O'Brien
87	Aero	Key Bank	*	Key Bank Branch 563
		open 4/99		1 Crossgates Mall Road
				Albany, NY 12203
				Branch- 518-869-0890 Mary
				Fax: 518-869-0985
88	Aero W	Bank of America	*	P.O. Box 29966
				Phoenix, AZ 85038-0966
				800-432-1000

89	Aero	HSBC	*	Route 6 at Lee Boulevard
				Yorktown Heights, NY 10598
				1-800-975-4722

90	Aero	Banknorth N.A.	*	Trumbull Branch
				Trumbull, CT 06601-1899
				1- 800-526-9846
				Branch-203-452-2401, fax 203-365-6574
91	Aero	Wilmington Trust	*	5107 Concord Pike
		As of 3/29/02		Wilmington, DE 19803
				Joyce Worsley

				800-523-2378, 302-472-3322
92	Aero	PNC Bank	*	3 Oxford Valley Mall
				Langhorne, PA 19047
				Branch- 215-750-8600
				877-287-2654
93	Aero	Valley National Bank	*	Paramus Park
				East 58 Midland Avenue
				Paramus, NJ 07652
				201-265.1888 (Ryan)
99	Aero	JP Morgan Chase	*	5230 Kings Plaza
				Brooklyn, NY 11234
		10/30/2009		Maria Prezioso
				tel: 718-692-5850
100	Aero	Valley National Bank	*	Paramus Park
				East 58 Midland Avenue
				Paramus, NJ 07652
				201-265.1888 (Ryan)

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

102	Aero	Wachovia	*	PA6645 Park City Office
				437 Park City Center
				Lancaster, PA 17601-2711
				Attn: Nancy Benson Tel: 717-295-8639
				Fax: 717-291-3790
103	Aero	Huntington National Bank	*	67844 Mall Ring Road
				St. Clairsville, OH 43950
				Anita, Carol DeBonis
				Branch- 740-695-4101
				Deluxe #1-800-328-7205 deposit slips
104	Aero W	Bank Of America	*	P.O. Box 27128
		11/9/2005		Concord, CA 94520
				800-622-8731 (california business phone # )
				clark american 800-234-6147
105	Aero	First Niagara	*	711 Mall Circle Drive
				Monroeville, PA 15146
		9/4/2009		Diane ph#412-373-8881

106	Aero	Bank of America	*	Natick mall #4061
		11/9/2005		Natick Mall ( Rte 9 West )
				Natick, MA 01780, Amy ops mgr or Martha
				Branch 508-653-4044 or 1-800-767-8637
108	Aero	Nations Bank	*	19645 Biscayne Blvd.
				Aventura, FL 33180
				Tel: 800-628-5677
				Tel: 305-899-4100
109	Aero	Key Bank	*	P. O. Box 94825
				Cleveland, Oh 44101
				1- 800-891-8918
				Branch- 330-489-5544
110	Aero	Chevy Chase Bank	*	21100 Dulles Town Center
				Dulles, VA 20166
				Linda Howard, Branch- 301-987-2265
				Fax: 703-406-7343 - 800-987-2265
111	Aero	Bank of America	*

		2/2/2009		Jean Pemper
				Ph#800-654-8503 ext5760 fax#617-235-2580
112	Aero	Bank of America	*	100 Federal Street
		11/9/2005		Boston, MA 02106
				1-800-353-3824

113	Aero	Bank of America	*	G 4584 Miller Road
				Flint, MI 48507
		2/2/2009		Jean Pemper
				Ph#800-654-8503 ext5760 fax#617-235-2580

114	Aero	Huntington National Bank	*	P. O. Box 6054
				Indianapolis, IN 46206-6054
				Carla Branch- 317-888-3100 Fax #317-888-2674
				1-800-284-4090
115	Aero	Key Bank	*	3685 Eiry Blvd East
		8/23/2007		Dewitt, NY 13214
				Kathy Malye 315-446-1383
				fax: 315-446-9021
116	Aero	Key Bank	*	University Park
				525 W. Cleveland
				Mishawaka, IN 46545
				Branch -219-237-5374
				Cash management: Tel: 219-296-2432
				Fax: 219-237-5509
117	Aero	Wachovia	*	10 Xavier Dr.
				Yonkers, NY 10704
				Branch#914-963-8705
				1-800-222-3862
120	Aero	M&T	*	11175 Mall Circle
				Waldorf, MD 20603
				ph#301-705-7837
		1/8/2010		fax#301-932-5188
				rep# Sharon Coates
				ph#410-244-4207
121	Aero	Wells Fargo Bank	*	Alma School - Fiesta Mall Office
				P.O. Box 6995
				Portland, OR 97228-6995
				1-800-225-5935
123	Aero	JP Morgan Chase	*	Great Lakes Mall Branch 0142
				7850 Mentor Avenue
				Mentor, OH 44060
				Attn. Venessa, Branch-440-352-5531

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

124	Aero	First Tennessee	*	Knoxville Branch
				3031-a/13 Mall Road North
				Knoxville, TN 37924
				Sandra Irick, 865-971-2100

127	Aero	Wachovia	*	P.O. box 2870
				Jacksonville, FL 32231
				Branch-239-277-5980
				1-800-669-6996
129	Aero	PNC Bank	*	2431 Main St.
				Lawrenceville, NJ 08648
				Branch 609-896-2097 or 2081
				1-877-287-2654 Money Rm 1-800-399-2260
				1800-762-2265
130	Aero	Bank of America	*	Summit Bank
		11/9/2005		30 Columbia Turnpike
				Florham Park, N.J. 07932
				ph 973-377-2580 Mickael
131	Aero	Wachovia	*	Branch Address:
				1214 Hooper Avenue
				Toms River, NJ 08753
				1-800-566-3862, Branch-732-244-2000
132	Aero	HSBC as of 8/14/00	*	Walt Whitman Mall
				Huntington Station, NY 11746-4147
				Branch #631-423-7201
				Fax #631-423-9847
133	Aero	US Bank	*
		Dec 05 rolled to TRECS		513-632-4141
				1-800-627-7827
				branch #513-870-0833

134	Aero	PNC Bank	*	P. O. Box 17700
				New Brunswick, NJ 08906-7700
				Tel: 877-287-2654
135	Aero	TD Bank		918 Bethlehem Pike
			*	Montgomeryville, PA 18936
				Shafin Esmail
		6/20/2011		Ph# 215-412-4174
				Fax# 215-412-4178
136	Aero	Chase Bank	*	235 Main Street
				White Plains, NY 10601
				Branch-914-682-0240 Fax: 914-682-9526
				Felicia Etiene
137	Aero	Bank of America	*	One Bethleham Plaza
		11/9/2005		Bethlehem, PA 18018-5781
				Branch-'215-659-6101 Debbie
				1-800-282-2265
138	Aero W	Bank of America	*	P.O. Box 27128
		11/9/2004		Concord, CA 94520
				1-800-432-1000
				Maria Rector EXT 7500
139	Aero	HSBC Bank USA	*	541 Route 211 East
		Formerly		Middletown, NY 10940
		Marine Midland Bank
		same acct#		Carmen branch #845-692-4436
				customer service #800-975-4722
140	Aero	M&T	*	2100 Park St.
				Syracuse, NY 13208
		8/30/2008		ph#315-474-2280 fax# 315-474-4208
141	Aero W	Bank of America	*	P.O. Box 27128
		Aero West		Concord, CA 94520
				Branch #925-692-6351
				Corporate #800-622-8731 order deposit slips
142	Aero	First American Bank	*
				Kristina Jackson
		new bank and new account		847-403-8307 Personal Banker
				Branch-847-816-9100
				Fax #847-816-2193
143	Aero	First American Bank	*	80 Stanford Drive
				Bloomingdale, IL 60108
				Paul Gendusa
				Ph 630-295-6889 x 100

144	Aero	TD	*	1450 Clements Bridge Rd.
				Deptford, NJ 08096
		10/4/2010		Maria King or Leah
				Ph#856-845-2059 Fax#856-845-3475
145	Aero	Wachovia	*	18 Gariatt Road
				Attn: Account Inquiries
				Upper Darby, PA 19082
				Tel: 800-222-3862
				1-800-473-3862 Fax 800-214-6988

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

146	Aero	JP Morgan Chase	*	Mail Suite 0314
				Chicago, IL 60670-0314
				847-240-6450
				800-404-4111customer service
147	Aero	JP Morgan Chase	*
				Fox valley - Aurora Branch
				Lynn Pfieffer - Asst. Branch Manager
				Branch-630-851-3416
148	Aero	Wachovia	*	18 Gariatt Road
				Attn: Account Inquiries
				Upper Darby, PA 19082
				Tel: 800-222-3862, Branch-203-944-4043
149		Northwest Savings Bank	*




150	Aero	Bank of America	*	P.O. Box 6858
		11/9/2005		Freehold, NJ 07728
				Tel: 1-800-727-8637

151	Aero	Bristol County Savings	*	851 County St.
				Taunton, MA 02780
		8/5/2010		Richard Clark
				Ph#508-824-1756
152	Aero	PNC Bank	*	Client Services - Tel: 877-824-5001
				222 Delaware Ave.
				Wilmington, DE 19899
				Dawn Davis, Eden Square Branch-302-292-0864
153	Aero	Bank of America	*	P.O. Box 27025
				Richmond, VA 23261-7025
				Tel: 800-432-1000

154	Aero	Bank of America	*	100 N Broadway
		2/26/2007		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
157	Aero	JPMorgan Chase Bank	*	One Indiana Square MI400
				Indianapolis, IN 46206
				Branch-219-738-4254
				1-800-433-8248
158	Aero	M & T Bank	*	P.O. Box 767 (Boulevard Mall)
				Buffalo, NY 14240
				Branch-716-832-4051
				Fax: 716-834-1476
159	Aero	JP Morgan Chase	*	2687 Fairfield Commons
				Beavercreek, OH 45431
				Angie Owens or Hope Day
				Ph 937-443-6205 Fax 937-443-6255

160	Aero	Bank of America	*	Regional Center, VA2-125-04-01
				PO Box 27025
				Richmond, VA 23261-7025
				Tel: 800-232-5252
162	Aero	Suntrust Bank	*	Lake Mary Office - 0039
				P.O. Box 628096
				Orlando, FL 32897
				Branch-407-850-6591, 1-800-786-8787
164	Aero	BB&T	*	11400 Midlothian Turnpike
		as of 10/14/03		Richmond, VA 23235
				Branch-804-697-5341, Fax-804-897-7629
				Barbara Byrd, mgr
166	AERO	Capital One	*	89-01 Queens Blvd
				Elmhurst, NY 11373
		merged		Branch-718-672-7500, 1-800-510-6994
				Margaret Spano, Manager
167		HSBC Bank	*	3935 Route 31
				Liverpool, NY 13090
				Estella Taylor-Greene
				Ph 315-622-0509 Fax 315-622-0474
169	Aero	M&T	*	4630 Commercial Drive
				P O Box 718
		as of 12/2007		New Hartford, NY 13413-0718
				Branch: 315-736-0513 Fax: 315-736-1041
				Francine Butler

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

171	Aero	Dollar Bank	*	988 E. Pittsburgh Street
				Greensburg, PA 15601
		8/11/2003		Cathy Daversa
				Ph 724-836-7455 Fax 724-836-8829

			*
172	Aero	Wilmington Trust		Rodney Square North
				1100 North Market St.
				Wilmington, DE 19890
				Branch- 302-735-2010 -1800-523-2378
174	Aero	Chase Bank	*	P. O. Box 6001
				Mt. Vernon, NY 10538
				Branch- 516-823-3601
				Fax: 516-872-4240 Louise Borelli
175	Aero	Lafayette Bank and Trust	*	133 North 4th Street
		open 6/23/99		Lafayette, IN 47902-1130
				Tracey Linder
				Branch- 765-423-3821

176	Aero	TD Banknorth	*	Newington Office
				P. O. Box 4548
				Postsmouth, NH 03802-4548
				Branch- 603-433-2808, 603-430-3812
177		Tompkins Trust Company	*	40 Catherwood Drive ( Pyramid Mall )
		eff 9/02		Ithaca, NY 14850
				Michelle Bennett
				Ph 607-257-7900 Fax 607-266-0477
178	Aero	Citizens Bank	*	1300 Ulster Ave, Suite 110
		6/15/2007		Kingston, NY 12401
				PH: 845-336-7920
				Fax: 845-336-7922
				Duane Wolff

183	AeroW	Bank of America	*	P. O. Box 29966
				Phoenix, AZ 85038-0966
		change to aero west August		1-800-944-0404
				1-800-234-6147 Clark American
184	Aero	JP Morgan Chase	*	2372 Palisades Center Drive
				West Nyack, NY 10994
				1-800-788-7000
				Branch 845-348-3300 option #3


185	Aero	Capital One	*	1701 SUNRISE HWY
				BAY SHORE, NY 11706
				PH. 631-665-3500
				FAX. 631-665-8834
186	Aero	M&T Bank	*	New Town Office
				9780 Groff Mill Drive
		Formerly Allfirst		Owings Mills, MD 21117
		effective 7/03		Branch Manager: Judith E. Volley
		same acct #		Tel: 410-654-8406 Fax: 410-654-8409
				Customer Service -800-724-6070
188	Aero	Suntrust	*	2020 Old Fort Pkwy
				Murfreesboro, TN 37129
		2/1/2010		Branch ph# 615849.7211
				Yolanda Greene ph#615-849-7211
				Fax# 615-849-7104
189	Aero	Bank of America	*	4300 W. Saginaw Hwy. (43-44)
				Lansing, MI 48917
		2/2/2009		Jean Pemper
				Ph#800-654-8503 ext5760 fax#617-235-2580

190	Aero	Key Bank	*	2950 Miamisburg - Centerville Road
		Open 4/99		Dayton, OH 45459
				Felicia Paterson Branch 937-439-0603


191	Aero	Wachovia	*	18 Gariatt Road
		closing on 2/5/07		Attn: Account Inquiries
				Upper Darby, PA 19082
				Tel: 800-222-3862, PRESS 706 at recording
192	Aero	Bank of America	*	14 North Main St.
				Manchester, CT 06042
		5/1/2011		Anute Boonyachai
				Ph# 1-800-657-9533 ext# 50657
193	Aero	Wachovia	*	1970 West New Haven Ave.
				Exton, PA 19341
		effective 9/16/2004
				Karen Singletary
				404-214-1432

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

194	Aero	Citizens Bank	*	Mall of New Hampshire
				1500 South Willow Street
				Manchester, NH 03103
				Steven Scheiner
				Tel: 603-634-5550 Fax: 603-634-5551
				Carol # 603-770-5975 order deposit slips
195	Aero	Bank of America	*	Mail Stop CT OP 0009
		11/9/2005		260 US Route 1
				New London, CT 06320
				Stella Bergeson 860-447-6181

196	Aero	Chevy Chase Bank	*	Springfield Mall Branch
		6/30/1999		6609 Springfield Mall
				Springfield, VA 22150
				Bob Koehler 703-924-1251
				Tel: 800-987-2265
197	Aero	Wachovia	*	185 Annapolis Mall
		Open 7/16/99		Annapolis, MD 21401
				Jennifer Stumpf
				Tel: 800-704-0883
198	Aero	JP Morgan Chase	*	15100 LaGrange Road
				Orlando Park, IL 60462
		8/3/2004		Jane Zabelka
				Ph 708-873-7701 Fax 708-873-7748
				Corporate #888-434-3030
200	Aero	Bank North	*	P.O. Box 6159
				Peabody, Massachusetts 01961-6159
				Evelyn or Kim
				978-531-5414
201	Aero	PNC	*	7401 Market Street
				Boardman, OHIO 44512
				Fax: 330-726-3362 Karen Pancake
				Ph 330-742-4083
202	Aero	Bank of America	*	831 Brown Rd.
				Lake Orion, MI 48359
		2/2/2009		Jean Pemper
				Ph#800-654-8503 ext5760 fax#617-235-2580
203	Aero	B B & T Bank	*	2152 Northwoods Blvd.
		open 7/15/99		Charleston, SC 29406
				Colleen Hufford
				Tel: 843-937-6740 Fax: 843-569-2121
204	Aero	US	*	Mall of America
				9633 Lyndale Ave. S
		2/1/2010		Bloomington, MN 55420
				Diana Vance
				Ph# 216-623-9248
205	Aero	PNC	*	Southland Office
				451 Clairton Blvd.
				Pittsburgh, PA 15235
				Joanne Biles
				1-800-352-0186- branch 412-653-6220
206	Aero	Wachovia Bank	*	Medical Park Office
		10-Aug		2000 South Hawthorne Road
				Winston-Salem, NC 27103
		BAI in effect		Attn.: Roxanne Nifong-Lackey
		2/1/2005		Ph 336-765-0414- fax 336-768-9775

207	Aero	Chemical	*	4495 Wilson Avenue
				Grandville, MI 49418
		7/30/2010		Pam Davis
				ph#616-588-7588


208	Aero	Citizens Bank	*	189 Canal Street
		10-Aug		Providence, RI 02903
				Tel: 401-282-2523 800-862-6200
				Michael Gervasini Fax: 401-455-5508

209	Aero	Bank of America	*	670 George Washington Highway
		9-Nov		Route 116N
				Lincoln, RI 02865
				400 East Main Street (Branch)
				Meriden, CT
				Shaun Callahan 203-634-7130
				Kimberly J. Schwartz - branch manager

213	Aero	Key Bank	*	691 Richmond Road
				Richmond Heights, OH 44143
		CLOSED		Linda Myers 440-449-5301

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

214	Aero	Key Bank	*	17333 Southpark Center
				Strongsville, OH 44136
		effective 3/5/04		Donna Steinc
				Ph 440-238-2300 Fax 440-238-2314
215	Aero	PNC Bank	*	445 W. Colliseum Blvd.
				Fort Wayne, IN 46805
				Tel. 260-373-0512
				Reneta Rhurairatnam
216	Aero	Bank Champaign	*	South Neil at Devonshire Drive
				Champaign, IL 61824-1490
				Tracy A. Lutz 217-351-2876

218	Aero	Chase Bank	*	3265 W. Market Street
				Summit Mall # 170
				Akron, OHIO 44333
				Amy Lorentz Tel: 330-972-1930

219	Aero	JP Morgan Chase	*	Ohio/West Virginia Markets
				PO Box 260180
				Baton Rouge, LA 70826-0180
				Ph 330-972-9250

220	Aero	Old National Bank	*	2718 E. Third Street
				Bloomington, IN 47401
				Ralph Huestis
				Branch #812-330-2680
				Fax #812-331-4022
221	Aero	Old National Bank	*	1001 McGalliard Road
				Muncie, IN 47303
				Leah Beeson
				Ph 765-284-6191 Fax 765-284-6209
				1800-431-Bank
222	Aero	TD Bank North	*	1000 MacArthur Blvd.
				Mahwah, NJ 07430
				Cust. Service 1800-482-5465
				branch #610-825-2740 Iliac Martinez
223	Aero	Wachovia Bank	*	702 Haywood Road
		12/11/2003		Greenville, SC 29607
		BAI
		2/1/2005		Ph 864-239-1913 Fax 864-676-9366
224	Aero	Bank of America	*
		11/9/2005


				BRANCH:908-351-2270
225	Aero	Regions	*	5005 Washington Pike
				Knoxville, TN 37917
		merged AmSouth 12/7/07		Beth Hackleroad
				Ph 865-521-5157 Fax 865-521-5121

226	Aero	Comerica Bank	*	Meridian Mall
		12/12 rolled to bai reporting		1982 East Grand River Ave.
				Okemis, MI 48864
				Ken Pyciak Tel: 517-349-0091
				fax 517-349-6340
227	Aero	Huntington National Bank	*	10 E Main Str
				Salineville, OH 43945
				Jeff Apardian
				419 254-7052 ext 3216
				419 473-2249 fax
				Jim 412-227-4862
228	Aero	PNC Bank	*	2720 Potomac Mills Circle
		5/13/2005		Woodbridge, VA 22192
				Ph 877-287-2654
		PNC acquired Riggs bank
229	Aero	Bank of America	*	Coventry Mall
		11/9/2005		Route 724 and 100
				Pottstown, PA 19465
				Linda M Robinson Tel: 610-327-1110
				Fax: 610-970-2197 BRANCH:610-327-1110
230	Aero	First Tennessee	*	7082 Bakersbridge Road
				Franklin, Tennessee, 37064
				Agnes Nichols 615-790-5130

231	Aero	Bank of America	*	25230 Michigan Avenue
				Dearborn, MI 48124
		2/2/2009		Jean Pemper
				Ph#800-654-8503 ext 5760 fax#617-235-2580

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.


233	Aero	Exchange Bank of Alabama	*	3003 Rainbow Drive
				Gadsen, AL 35901
				Joyce Frohock
				PH 256-442-3003

234	Aero	Wachovia	*	Colonial Park Financial Center
				53 Colonial Park Mall
				Harrisburg, PA 17109
				Dwight Smith
				717-540-4461
				717-652-8718 fax
235	Aero	Regions	*	5236 Hickory Hollow Parkway
				Antioch, TN 37013
		merged AmSouth 12/7/07		Sheri Parsons or Lisa Griffith
				phone 615-736-6130
236	Aero	Bank of America	*	Pheasant Lane Mall
		11/9/2005		310 DW Highway
				Nashua, NH 03060
				Joanne Mahoney
				Tel: 603-888-9952

237	Aero	Huntington National Bank	*	613 Beaver Valley Mall
				Monaca, PA 15061 1-877-619-0011 Michlle
				724-728-8770 724-728-7339
				Ginger McKeown
238	Aero	First Financial Bank	*	Honey Creek Mall
				3401 S. US Hwy 41
				Terre Haute, IN 47802
				Brenda Thomson, 812-238-6437
239	Aero	Regions	*	900 Rivergate Parkway
				Goodlettsville, TN 37072
				Karen Wallace
		merged AmSouth 12/7/07		phone 615-748-2706 Fax 615-748-2704

240	Aero	Wachovia	*	1201 Walnut St.
				Cary, NC 27511
				Karen Singletary
		5/1/2011		404-214-1432

241	Aero	Huntington National Bank	*	17 South High Street
				Attn. MA10
				Columbus, OH 43215
				Stephanie Schleppi
				mall booth 614-480-0161, beth-4004, sharron 4442

242	Aero	United National Bank	*	234 Grand Central Mall
				Vienna, WV 26105
				Michael Sweet or Sheila
				phone 304-485-3811
				304-424-4612 Downtown Branch
243	Aero	Bank of America	*	2105 N. Roane St.
				Johnson City, TN 37604
		12/3/2007		Fax# 617-310-3332
				Rep. Frank Tarara

244	Aero	TCF	*	2989 White Bear Ave.
				Maplewood, MN 55109
		11/24/2008		Sarah Wadi
				ph# 651-748-9060
245	Aero W	Commerce Bank-WEST	*	1699 Clarkson Road
				Chesterfield, MO 63017
				314-726-2255, ph; 314-746-5015 fax
				Brady Lewis; Gina
246	Aero	JP Morgan Chase	*	Mail Code OH2-5210
				1805 Brittian Road
				Akron, OH 44310
				ph 330-972-1915; fax 330-972-1390
				Chastity Booth, Mary Anne Nutter
247	Aero	Chemical Bank	*
				333 E. Main Street
				Midland, MI 48640-0231
				Keith A Wenzel
				Ph 989-790-1202
				Fax #989-790-9080

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.


248	Aero	Trustco Bank	*	3065 Route 50
				Saratoga Springs, NY 12866
				Chris Jordan
				Ph 518-583-1716

249	Aero	SunTrust Bank	*


				branch# 828-299-5582

250	Aero	Wells Fargo	*	100 West Burnsville Parkway
				Burnsville, MN 55337
				Annette Schilling 612-316-3794, fax 3797
				Mall branch 90 W. County Highway 42
				Burnsville, MN 55337
				800-225-5935 order slips 800-289-3557
251	Aero	Fifth Third Bank	*	1250 North Green River Road
		12/12/05 rolled to bai reporting		Evansville, IN 47715
				Cindy Lucke
				Ph 812-474-2745 Fax 812-474-2746

252	Aero	Bank of America	*	414 Union Street
		11/9/2005		Nashville, TN 37239-1697
				Jacqueline J. Wilson
				Tel: 615-749-3863 Fax: 615-749-3378
253	Aero	Montgomery First National Bank	*	180 Crestwood Plaza
		effective 3/24/03		St. Louis, MO 63126
				Flery Langholz
				Ph 314-962-8888 Fax 314-213-4501
254	Aero	Bank of America	*	100 Mid Rivers Mall Drive
		11/9/2005		St. Peters, MO 63376
				Jane Ramey
				636-278-4469 Fax 636-397-6524


255	Aero	Harris Bank St. Charles	*	1 East Main Street
				St. Charles, IL 60174-1981
				Charlotte. E. Johnson-Dunlop
				Ph 630-377-6894 Fax 630-377-7157
				1888-489-2265
256	Aero	Sovereign	*	21 Commerce Way
				Plymouth, MA 02360
		8/1/2011		Wayne Benner
				Ph#781-585-1001
257	Aero	PNC Bank	*	One National City Center, Suite 100
				Indianapolis, IN 46255
				317-267-7902 ph; 317-267-7905 fax
				Amy Fukumoto, Vicki
258	Aero	Chevy Chase Bank	*	7935 Tysons Corner Center
				Mclean, VA 22102
				Missa Khatib
				Ph 703-883-3915 Fax 703-883-3918
259	Aero	Bank of America	*	Waterloo Banking Center
		11/9/2005		Hanover, MD 21076
				Pam Wiley
				Ph 410-799-1744, fax 410-799-1263
				Elisabeth Abernathy, nat'l rep 615-749-3163
260	Aero	Elmira Savings Bank	*	333 East Water Street
				Elmira, NY 14901
				607-739-0341 ph; 607-739-0457 fax
				Phyllis
261	Aero	BB&T	*	9259 Mall Road
				Morgantown, WV 26505
				Kellie Shaffer
				Ph 304-983-9018
262	Aero	Wachovia	*	6300 Arbor Place Boulevard
				Douglasville, GA 30135
				770-920-3700 #4, phone
				Sherrie Wylie, manager
263	Aero	Capital City Bank	*	Governor's Square Mall Office
				P.O. Box 900
				Tallahassee, FL 32302-0900
				ph 850-402-7500-fax 850-878-9120

264	Aero	Bank of America	*	GA8-309-01-01
		11/9/05		3855 Bloomfield Road
				Macon, GA 31206-3613
				ph 912-474-1415; fax 912-474-1418
				Brenda Mitchell
265	Aero	US	*	2400 Maple Grove Rd.
				Duluth, MN 55881
		5/20/2011		Rep: Becky Matthews ph#314-418-2920
				branch #218-723-2903

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.


266	Aero	Bank of America	*	6200 Aurora Avenue, Suite 101E
		11/9/2005		Urbandale, IA 50322-2896
				Linda Pollock
				Ph 515-235-2906, 800-362-1615 ext 2906
				Fax 515-235-2992
268	Aero	Regions	*	4485 Poplar Avenue
				Memphis, TN 38117
		merged AmSouth 12/7/07		901-762-5955, 901-685-7911
				Clare Pannell
269	Aero	Bank of America	*	100 N Broadway
		3/21/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446

271	Aero	Liberty Federal Savings	*	698 Belair Road, Suite h-6
		and Loan Association		Bel Air, MD 21014
				Amy Chmielewski
				Ph 410-879-3568 Fax 410-879-7016
272	Aero	Regions Bank	*	331 University Boulevard
				Tuscaloosa, AL 35401
		merged AmSouth 127/07		Tel: 800-267-6884
				Patsy Montague Tel 391-5770
273	Aero	BB&T	*	Box 2015 Meadowbrook Mall
				Bridgeport, WV 26330
				ph 304-842-7313, fax 304-842-5280 Will
				Charlotte Sidow, Barb Brewer

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

274	Aero	PNC	*	3902 Milan Road
				Sandusky, OH 44870
				Judy Edinger
				Ph 419-621-2980 Fax 419-621-2986
275		PNC	*	Keith Stone
				1332 E.Empire Str
				Bloomington, IL 61701
				ph 309-823-3281
				fax 309-823-3279

276	Aero	Riggs National Bank	*	1201 Wisconsin Ave NW
				Washington, DC 20007
				Tel: 202-835-5591
				Mrs. Lyles

277	Aero	Bank of America	*	495 Union Street
		11/9/2005		Waterbury, CT 06702
				Debra Neri
				Ph 203-757-8404 Fax 203-757-8442

278	Aero	Bank of America	*	White Marsh Mall Branch
		9/25/2006		Baltimore, MD 21236
				Casey Carrow
				Ph 410-986-1970 Fax 410-986-1975

280	Aero	First Citizen's Bank	*	8541 Concord Mills Blvd.
				Concord, NC 28027

				Tracey Jacobs
				Ph#704-979-3165
				Fax#704-979-3166

281	Aero	Dubuque Bank and Trust	*	1398 Central Avenue
		Company		Dubuque, IA 52001-5051
				Jeffrey Timmerman
				Ph 319-556-1994, 319-589-2150

282	Aero	Wachovia	*	3430 Wrightboro Raod
				Augusta, GA 30909
				Lori Evans
				Ph 706-667-2256 Fax 706-868-4640

283	Aero	Wachovia	*	Independence Center
				3750 Oleander Drive, NC3241
				Wilmington, NC 28403
				Wally Simpson
				PH 910-793-3710 Fax 910-793-3707
284	Aero	Conway National	*	9726 Highway 17 North
				Myrtle Beach, SC 29572
		4/4/2010		Suzette Jackson
				Ph# 843-449-3373 Fax# 843-449-9967
285	Aero	RBC Bank	*	611 E. Arlington Blvd.
				Greenvile, NC 27858
				Brian Landreth
				Ph 252-551-7800 Fax 252-551-7805
286	Aero	Key Bank	*	688 N-Lex Springmill Road
				Mansfield, OH 44906
				Sue Schell
				Ph 419-529-5214 Fax 419-529-9934
287	Aero	Sovereign Bank	*	791 Purchase Street
				New Bedford, MA 02740-6300
		as of 10/18/04		Tricia Farrington
				Ph 508-994-6155
288	Aero	Fifth Third Bank	*	Eastland Banking Center
		12/12/05 rolled to bai reporting		2810 S. Hamilton Road
				Columbus, OH 43232
				Judy Holzbacher
				Ph 614-864-1870 Fax 614-864-1732
289	AERO	Comerica Bank	*	3215 28th Street
		12/12/05 rolled to bai reporting		Grand Rapids, MI 49512
				Sherrie
				Ph 616-957-0551 Fax 616-957-3419

290	Aero	First Citizens Bank	*	1862 Highway 70 South East
				Hickory, NC 28602
				Cassie Hensley
				Ph 828-326-1186
				branch #828-326-1163

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

291	Aero	Wachovia Bank	*	consolidated accounts
		wachovia acquired Southtrust		any questions call Judy Goncalves
		11/08/05		at 800-590-7868


292	Aero	First Westroads Bank	*	10855 West Dodge Road
				Omaha, NE 68154
				Kathy Hess
				Ph 402-391-7204 Fax 402-391-2793

293	Aero	Chase Bank	*	7 West Main Str, Riverhead, NY
		10/15/2007		Teresa 312-954-3713



294	Aero	Citizens Bank	*	1250 Baltimore Pike
		Effective 8/16/02		Springfield, PA 19064
				Lisa Carey-Kerr
				Ph 610-328-2184 Fax 610-328-3363

297	Aero	Comerica Bank	*	35795 Gratiot Avenue
		12/12/05 rolled to bai reporting		Clinton Township, MI 48035
				Gwen Rashid, Sharon
				Ph 586-791-0801
				fax 586-791-7112
299	Aero	Capital One	*	6920 Bluebonnett Blvd.
				Baton Rouge, LA 70810
		4/5/2009		Giatana White
				Ph#504-533-5344 or 504-533-3016

300	Aero	US	*	312 Raintree Rd.
				Mankato, MN 56001
		4/4/2011		Mary Kaisershot
				Ph 507-387-9460
				Rep Becky Matthews #314-418-2920
301	Aero	Wachovia	*	Wachovia consolidated accts
		11/1/2005		any questions call Judy Goncalves at Wachovia
				800-590-7868


302	Aero	Community Bank and Trust	*	1851 North Elm Street
				Commerce, GA 30529
				Melissa Morris
				Ph 706-336-3202

303	Aero	TCF National Bank	*	1801 Plymouth Road
				Minnetonka, MN 55305-1963
				John D Gahley
				877-784-8239
				612-333-2722
304	Aero	Bangor Savings Bank	*	687 Hogan Rd ,Bangor , ME 04401
		9/12/2007		Ph: 207-942-4818
				Fax: 207-942-4819
				Cindy Stevens

305	Aero	HSBC Bank	*	107 Oakdale Mall
				Johnson City, NY 13790
				Maryanne
				Ph 607-798-8896
				Fax 607-798-0354
306	Aero	US Bank	*	1350 Euclid Ave,
		8/22/2007		Cleveland , OH 44115
				Bath Ladd
				216 902-7858 ph
				216 623-9303 fax
307	Aero	Huntington National Bank	*	2055 Polaris Parkway
				Columbus, OH 43240
				Branch #614-480-0700
				Fax #614-480-0706
				Bank Officer Usha

308	Aero	US Bank	*	P.O. Box 1800
		Dec 05 rolled to TRECS		Saint Paul, Minnesota 55101-0800
				1-800-872-2657
		Formerly		Branch #314-487-6759
		Firstar Bank		Fax #314-416-2570
309	Aero	Firstmerit Bank, N.A.	*	West River Office
				1530 West River North
				Elyria, OH 44035
				Raymona Davis
				330-996-6000

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

310	Aero	First Citizens Bank	*	1959 Valley View Blvd
				Roanake, VA 24012
				M. Beth Ruffing
				PH 540-985-3270 Fax 540-985-3204

311	Aero	Commerce Bank and Trust	*	3035 South Topeka
				Topeka, Kansas 66611
				Michael J. Province
				Ph 785-228-7665 Fax 785-228-7684

312	Aero	Key Bank	*	1080 McKinley Mall
				Blasdell, NY 14219
				Darlene
				Ph 716-827-4488
				Fax 716-824-1419
313	Aero	Bank North, N.A.	*	250 Maine Mall
				So. Portland, ME 04106
				Gwen Mercier
		formely known as:		Ph 207-774-7675
		Peoples Heritage Bank		Fax 207-828-2991
314	Aero	US Bank	*	P.O. Box 1800
		Dec 05 rolled to TRECS		Saint Paul, Minnesota 55101-0800
		Formerly		1-800-685-5065
		Firstar Bank		Kym Owens
				Ph 815-332-5834 Fax 815-332-4603
315	Aero	Associated Bank	*	6550 N. Illinois Street
				Fairview Heights, IL 62208-2028
				Joann Blank
				Ph 618-622-4244 Fax 618-632-6663
316	Aero	Wachovia	*
		5/21/2006



317	Aero	United National Bank	*	1079 Charleston Town Center Mall
				Charleston, WV 25389
				Karen Buckley
				Ph 304-345-8550
				Fax304-345-7621
318	Aero	US Bank	*	P.O. Box 1800
		Dec 05 rolled to TRECS		Saint Paul, Minnesota 55101-0800
		Formerly		1-800-685-5065
		FirstStar Bank

319	Aero	Town & Country Bank	*	2501 W. Wabash Ave.
				Springfield, IL 62704
				Attn: Shannon G. Estes
				Ph (217) 787-3100
				Fax ( 217) 698-0303
330		US Bank	*	6320 W. Markham
		Dec 05 rolled to TRECS		Little Rock, AR 72205
				Annabelle Cabrera
				Ph 501-661-0536 Fax 501-661-1328

331	Aero	Bank of America	*	Hanover Office
		11/9/2005		1774 Washington Street
				Hanover, MA 02339
				Michelle C. Cardella
				Ph 781-826-6660
332		Bank of America	*	6551 West 95th Street
				Chicago Ridge, IL 60415
		2/2/2009		Jean Pemper
				Ph#800-654-8503 ext5760 fax#617-235-2580

333	Aero	Huntington National Bank	*	4000 Pendleton Way
				Indianapolis, IN 46226
				Chris Shaw
				Ph 317-269-4648, 800-284-4090
				Fax #317-639-7260
334	Aero	Citizens National Bank	*	One Heritage Center
		6/24/2006		855 Central Avenue
				Ashland, KY 41105-2247
				Pamela L. Fultz
				Ph 606-920-7305 Fax 606-920-7350
335		PNC Bank	*	1637 North Memorial Drive
				Lancaster, OH 43130
				Fonda
				Ph 740-687-1888 Fax 740-681-4083

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

336		First Commonwealth	*	Logan Valley Mall
				Route 220 and Plank Road @ Goods Lane
				Altoona, PA 16602
				Karen or Cory
				Ph 814-947-4904 Fax 814-946-4723
337	Aero	Sovereign Bank	*

		2/14/2005
				1-877-768-1145

338	Aero	PNC Bank	*	6020 West Jefferson Boulevard
				Fort Wayne, IN 46804
				Anita Moreno
				Ph 260-434-0652 McBee 260-760-8444
				Fax 219-434-0673
339		Bank of America	*	1 Main Street
		11/9/2005		Leominster, MA 01453
				Aphrodite
				Ph 978-840-8321 Fax 978-537-2624

340	Aero	US Bank	*	P.O. Box 1800
		Dec 05 rolled to TRECS		Saint Paul, Minnesota 55101-0800
		Formerly		1-800-685-5065
		Firstar Bank

341	Aero	Fifth Third Bank	*	(Western Michigan)
				1850 East Paris
				Grand Rapids, MI 49546
				231-798-4503 ph

342	Aero	Susquehanna	*	2951 Whiteford Road
				York, PA 17402
				Bank Officer Wendy Tawney
				Ph (717) 755-6414
				Fax (717) 757-0097

343		Wachovia Bank	*	828 Main Street
				Lynchburg, VA 24504
				Tim Holt
		BAI in effect		Ph 434-522-4430 Fax 434-544-2682
		2/1/2005
344	Aero	Banknorth Massachusetts	*	660 Merrill Road
				Pittsfield, MA 01201
				Robin Sabato
				Ph 413-499-7687
				Fax 413-499-1684
346	Aero	PNC Bank	*	6300 Robinson Centre Drive
				Pittsburgh, PA 15205
				Ph. 412-787-5700
				Fax. 412-787-5252
				Branch Mgr. Janet E. Lipartia


347	Aero	Wayne Bank	*	600 Stroud Mall
				Stroudsburg, PA 18360
				Diane Oney
				Ph 570-424-3330
				Fax 570-424-3335
348	Aero	Bank of America	*	Mail Stop: CT EH NB00329
				1201 Boston Post Road
				Milford, CT 06460
		11/9/2005		Terry MacPhail
				Ph 203-882-7050
				Fax 203-882-7121
349	Aero	Sovereign Bank	*	1665 State Hill Road M3
				Wyomossing, PA 19610
				Attn: Angie Lattanzio
				Ph (610) 320-7543
				Fax (610) 375-2244

351	Aero	Citizens Bank	*	The Plaza at King of Prussia
		Effective 8/16/02		King Prussia, PA 19406
				Attn : Palma Salvucci
				Ph ( 610 ) 265-3955
				Fax ( 610 ) 337-5965

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

353	Aero	First Midwest Bank, N.A.	*	320 West Kimberly Road
				Davenport, Iowa 52806
				Patricia Duda
				Ph 319-333-4672
				Fax 319-333-4679
354	Aero	Wells fargo Bank	*	4575 16th Street
				Moline, IL 61265
				Patti Caulkins
		merged on 12/8/2007		Ph 309-757-4808 Fax 309-757-4819

355	Aero	KeyBank	*	4565 Eastgate Blvd.
				Cincinnati, OH 45245
				Attn: Raylina Lillich
				Ph ( 513 ) 752-1781

356	Aero	BB&T	*	497 Southpark Circle
		as of 10/14/03		Colonial Heights, VA 23834
				Attn: Susan B.Webb
				Ph ( 804 ) 526-0772
				Fax (804 ) 520-8384
357	Aero	Nextier Bank	*	196 Clearview Circle
				Butler, PA 16001
		bank name changed		Attn: Beth Swartz
		5/15/2006		724-283-5317
				fax no. 724-283-2488
358	Aero	Wells Fargo	*	6940 O Street
		as of 12/08/04		Lincoln, NE 68516
				Ph. 402-434-6141
				Fax. 402-434-6151
				Branch Mgr. Jon Whitmire

359	Aero	Peoples United	*	THIS SMALL BRANCH CLOSE ON MAY 08'
				150 Bank Street
		7/16/2010		Burlington, VT 05402
				IF YOU NEED HELP CALL CUSTOMER SERVICE
				1-800-545-2236
360	Aero	Ameriserv	*	734 South Atherton St.
				State College, PA 16801-4628

		4/24/2009		Branch#800-837-2265 (5401)
				Ph# 814-235-6809
361	Aero	First American Bank	*	261 South Western Ave
				Carpentersville, IL 60110
				Attn: Erin Caudill
				Ph (847)551-4416 Ext 103
				Fax (847) 426-1066
362	Aero	Bank of America	*	601 Donald Lynch Boulevard
		11/9/2005		Marlboro, MA 01752
				Attn: Beverly G. Brown
				Ph (508) 303-0737
				Fax (508) 303-6501

363	Aero	Wachovia	*	3275 Bufford Drive
				Buford, GA. 30519
				Attn: Audrey Thorson
				Ph (770) 831-2968

364	Aero	Associated Bank	*	201B Northwoods Mall
				Peoria, IL 61613
				Attn: Marva Grant
				Ph (309) 688-3404
				Fax (309) 688-5088
365	Aero	Key Bank National Association	*	1920 Tiffin Avenue
				Findlay, OH 45840
				Attn: Dagne M. Lazenby
				Ph (419) 423-3212
				Fax (419) 419-3216

366	Aero	M & I Bank	*	500 3rd Street
				Wausau, WI 54402
				Attn: Pat Krohn
				Ph (715)847-4292
				Fax (715) 847-4328

367	Aero	JP Morgan Chase	*	4512 24th Ave
				Fort Gratiot, MI 48059
				Attn: Sandra Varney
				Ph (810) 385-5311 or 1-800-225-5623
				Fax (810) 385-4430

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.


368	Aero	M & T Trust Company	*	Susquehanna Valley Mall A-1
				Sellingsgrove, PA 17870
				Attn: Sandy Krehel
				Ph (570) 374-8108
				Fax: (570) 374-6232
369		US Bank	*	300 Prairie Center Drive
		Dec 05 rolled to TRECS		Eden Prairie, MN 55344
				Casey Stowman
				Ph 952-942-2860 Fax 952-942-2865

370	Aero	TD Bank	*	277 Sheep Davis Rd.
				Concord, NH 03301
				Attn: Beth Haggett
				Ph (603) 229-5967
				Fax (603) 229-5977
371	Aero	HSBC	*	1218 Arsenal Street
				Watertown, NY 13601
		9/29/2003		Margaret Farone
				Ph 315-785-3640 Fax 315-785-0871

372	Aero	Community Bank N.A.	*	Champlain Center
				60 Smithfield Blvd. Suite 50
				Plattsburgh, NY 12901
				Attn: Kristina Melhorn
				Ph (518) 561-8770
				Fax (518) 561-9240

373		Fifth Third Bank	*	7840 Mall Road
		12/12/2005		Florence, KY 41042
		rolled to bai reporting		Nancie Lane
				Ph 859-371-6626 Fax 859-371-8140

374	Aero	First National Bank	*	2406 Grand Avenue
				Ames, IA 50010
				Attn: Kathy Dunham
				Ph #515-232-5569


375	Aero	TD Bank	*	2417 Park Avenue
				Palmer, PA 18045
		8/30/2009		Roe Maver or Michelle
				Ph (610) 923-5143
				Fax (610) 923-6059

376	Aero W	Commerce Bank-WEST	*	727 Poyntz Avenue
				Manhattan, KS 66502
				Attn: Carrie Struble
				Ph (785) 587-1523
				Fax (785) 587-1586

377	Aero	BB&T	*	Attn: Steven Bartlett
				Ph (502) 810-0400
		formerly		Fax (502) 810-0426
		Bank of Loiusville


378	Aero	Peoples United	*	University Mall
				155 Dorset Street
		7/16/2010		South Burlington, VT 05401
				Ph 802-658-1444 Fax 802-863-2295

379		Bank of America	*	99 Rockingham Park Blvd.
		11/9/2005		Salem, NH 03079
				Gary Rockwell
		kansas		Ph 603-894-5882 Fax 603-890-4935

380		US Bank	*	P.O. Box 1800
		Dec 05 rolled to TRECS		Saint Paul, Minnesota 55101-0800
				1-800-673-3555


381		Ameriserv Financial	*	500 Galleria Drive Suite 100
				Johnstown, PA 15904
				Nanette Richey
				Ph 814-269-3815 Fax 814-266-2037

382		Regions Bank	*	5901 University Drive
				Huntsville, AL 35806
				Beth Carter
				Ph 256-551-7101 Fax 256-551-7107

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

383		TrustCo Bank	*	93 W. Campbell Road
				Schenectady, NY 12306
				Carol Townsend
				Ph 518-377-2393

384		US Bank	*	P.O. Box 1800
		Dec 05 rolled to TRECS		Saint Paul, Minnesota 55101-0800
		Formerly		1-800-673-3555
		Firstar Bank

385		Regions Bank	*	5025 Hinkleville Road
				Paducah, KY 42001
				Tammy Brasher
				Ph 270-441-1552 Fax 270-443-2909

386		Key Bank	*	1475 Upper Valley Pike
				Springfield, OH 45504
				Julie Mills
				Ph 937-328-3111 Fax 937-328-3103

387		BB &T Bank	*	2082 South Pleasant Valley Road
				Winchester, VA 22601
				Sandy Hill
				Ph 540-723-4725
				apple blossom branch @ mall closed
388	Aero	US Bank	*	6301 University Avenue
		Dec 05 rolled to TRECS		Cedar Falls, IA 50613
				Cindy Rindels
				Ph 319-266-9384 Fax 319-277-8723

389		First Tennessee Bank	*	2750 N. Germantown Pkwy
				Memphis, TN 38133
				Joy Panyanouvong
				Ph 901-387-3800 Fax 901-387-3817

390		Wachovia Bank	*	408 S. Irby Street
				Florence, SC 29501
				Larry Welch
				Ph 843-664-4093

391		PNC Bank	*	1192 Route 22 East
		3/22/2004		Phillipsburg, NJ 08865
				Kimberly Roth
				Ph 908-859-9509 Fax 908-213-0921

392		Wells Fargo Bank	*	432 South Gammon Road
				Madison, WI 53719
				Kevin J. Huff
				Ph 608-827-2853 Fax 608-833-6803

393		Wells Fargo Bank	*	1700 Dr. ML King Jr. Drive
				Racine, WI 53404
				Karen Wilson
				Ph 262-631-1389 Fax 262-637-0823

394		Fifth Third Bank	*	9690 Colerain Avenue
		12/12/05 rolled to bai reporting		Cincinnati, OH 45251
				Doug Greulich
				Ph 513-923-4790 Fax 513-245-1038

395	Aero E	TD Banknorth	*	765 Route 18
				East Brunswick, NJ 08816
		merged 11/1/08		Erika Shanoff
				Ph 732-698-1184 Fax 732-698-1420

396		Huntington National Bank	*	3931 Morse Crossing
				Columbus, OH 43219
				Jonathan Mollory
				Ph 614-480-0100 Fax 614-331-5506

397		Chase	*	895 Hebron Road
				Heath, OH 43056
		formerly		Michael Schenk
		Bank One		Ph 740-522-3121

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

398		Bank of America	*	141 South Rock Road
				Wichita, KS 67207
				Vickie Haskell
				Ph 316-261-2309 Fax 316-683-2276

399		Bank of America	*	2733 Midwestern Parkway
		11/9/2005		Wichita Falls, TX 76308
				Michael Hull
				Ph 940-696-7720 800-432-1000 Fax 940-696-7752

439	Aero	Frost	*	221 Wonder World Drive
				San Marcos, TX 78666
		9/15/2009		Barbara Castleberry
		temp store		Ph#512-393-5647
				Fax#512-393-5721
440	Aero	Hills Bank & Trust	*	1009 2nd Street
				Coralville, IA 52241
		10/23/2003		Stacia Jelmeland
				Ph 319-351-8000 Fax 319-351-2529

441	Aero	Athens First Bank & Trust Company	*	4000 Atlanta Hwy
				Athens, GA 30622
		12/10/2006		Eric Quillian
				706-357-7122
				706-357-7123 fax
442		Chase Bank	*	3250 Rebecca Lane
				Abilene, TX 79606
				Josephine Leal
				Ph 915-674-3900 Fax 915-698-9266

443		UMB Bank	*	20652 West 151st Street
				Olathe, KS 66061
				Linda Sutherland
				Ph 913-780-1119 Fax 913-780-1331

444		BancorpSouth	*	5111 Rogers Avenue, #16
				Fort Smith, AR 72903
				Sue Crowly
				Ph 479-484-4450 Fax 501-452-2009

445		Regions Bank	*	420 Mary Esther Blvd.
				Mary Esther, FL 32569
		4/4/2011		Angel Babula
				Ph 850-833-8222

446		Comerica Bank	*	1620 W. Michigan Avenue
		12/12/05 rolled to bai reporting		Jackson, MI 49202
				Diane Toland
				Ph 517-788-5144 Fax 517-788-5363

447		Comerica	*	2615 Lake Lansing Rd.
				Lansing, MI 48912
		3/6/2009		Korey Kuhl
				ph#517-367-8034
				fax#517-367-8039
448	Aero	UMB Bank	*	2079 Penn Square
				Oklahoma City, OK 73118
				Hayley Land
				Ph 405-239-5800

449		First American Bank	*	3205 Mall Loop Drive
				Joliet, IL 60431
				Kari Fitzmaurice
				Ph 815-439-4901 x 103 Fax 815-439-4910

450		Wells Fargo	*	200 33rd Ave. S
				St. Cloud, MN 56301
		5/31/10		Pat Barclay
				Ph#303-470-8908
				branch #320-203-4200
451		Regions Bank	*	601 East Main Street
				Carbondale, IL 62901
				Paula Buristsch
				Ph 618-529-2700

452	Aero W	Bank of America	*	100 Ellinwood Way, Suite 250
		11/9/05		Pleasant Hill, CA 94523
				Jade Jones
				1-800-678-1433

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

453	Bank of America	*	291 Barnstable Road
	9-Nov		Hyannis, MA 02601
			Kissi Johnson-Brown
			Ph 508-790-8124 Fax 508-790-8125

454	Huntington Bank	*	3160 S. Airport Road West
			Traverse City, MI 49684
			Carol Jenkins
			Ph 231-922.5760 Fax 231-922-5774
			banking center 231-922-5607
455	Webster Bank	*	50 Freshwater Blvd.
			Enfield, CT 06082
			Alex Martin
			Ph 860-253-6122 Fax 860-253-6151
			1-800-325-2424
456	Bank of America	*
			863-816-1610
	Kansas		888-287-4637


457	Huntington Bank	*	3573 Maple Avenue
			Zanesville, OH 43701
			Tina Dingey
			Ph 740-455-7059 Fax 740-455-5707
			800-480-2001
458	PNC Bank	*	12353 James Street
			Holland, MI 49424
			Mary Lou Callan
			Ph 616-394-7086 Fax 616-394-4788
			Branch # 616-394-9800
459	Citizens Union Bank	*	1704 N. Dixie Hwy
			Elizabethtown, KY 42701
			Heidi Meredith
			Ph 270-763-8168 Fax 270-763-8170

460	Bank Mutual	*	2111 Holiday Drive
	3/15/2007		Janesville, WI 53545
			Russann Mcmanus
			608-756-2336 ph
			608-756-0204 fax
461	US Bank	*	3060 William Street
	Dec 05 rolled to TRECS		Cape Girardeau, MO 63703
			Carol Schmidt
			Ph #573-986-5000
			1-800-872-2657
462	PNC Bank	*	Route 6 Scranton Carbondale Highway
			Scranton, PA 18508
			Carol Milani
			Ph 570-961-7298 Fax 570-961-6402

463	Fall River Five Bank	*	Routh 118 Swansea Mall Drive
			Swansea, MA 02777
			Kevin Michalski
			Ph. 774-888-6342
			Fax. 774-888-6475
464	Chemical Bank	*	3533 E. Wilder Road
			Bay City, Michigan 48706
			Barbara Benford
			Ph 989-894-9898 Fax 989-894-9895

465	Comerica Bank	*	5510 W. Saginaw
	12/12/05 rolled to bai reporting		Lansing, MI 48917
			Jennifer Sherwood
			Ph 517-886-0226

466	Southern Michigan Bank & Trust	*	5350 E. Beckley Road
			Battle Creek, MI 49015
			Jean-Marie Warren
			Ph 517-279-5500

467	Regions	*	128 North 2nd Street
			Clarksville, TN 37040
			Lisa Crabtree
	merged AmSouth 12/7/07		Ph 931-553-5201 Ph 931-5201

468	Banknorth	*	1800 Boston Road
			Springfield, MA 01129
			Diane Ryan
			Ph 413-748-8525 Fax 413-543-0714

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

469		US Bank	*	105 North Rangeline Road
		Dec 05 rolled to TRECS		Joplin, MO 64801
				Chrys Wehmeyer
				Ph 417-623-5677 Fax 417-623-5961

470		First Tennessee Bank	*	12 Nortgate Park
				Chattanooga,TN 37415
				Mona Lamb
				Ph 423-870-3160 Fax 423-870-3166
				423-757-4720 order deposit slips
471		Frost National Bank	*	4200 South Hulen
				Forth Worth, TX 76109
				Karen Duvall or Roxanne
				Ph#817-420-5200
				fax#817-420-5230
472		Frost National Bank	*	6115 Camp Bowie Blvd.
				Forth Worth, TX 77062
				Michala Freeman
				Ph 817-420-5025 Fax 817-420-5277
				ph 817-420-5195 Vallery
473		Bank of America	*	39 Main Street
		11/9/2005		Watertown, MA 02472
				Shamci Ghaffari
				Ph 617-972-1606 Fax 617-923-4623

474		Associated Bank	*	206 South Broadway
				Rochester, MN 55904
				Brenda Schuler, Bernie LeCrone (Contact)
				Ph 507-285-2626

475	Aero	Bank of America	*	301 N. Main Street
				Anderson, SC 29621
		open in Kansas		Diane Smith
				Ph 864-231-5843
				Clark American deposit slips 800-234-6147
476		Bank of America	*	1400 Hancock Street
		11/9/2005		Quincy, MA 02169
				Kathy Egan-Casy
				Ph 617-434-7731

477		Bank of America	*




478		ColeTaylor Bank	*	One Yorktown Center
				Lomboard, IL 60148
				Barbara Kopp
				Ph 630-932-3101 Fax 630-629-8338

479	Aero	Chase	*	1100 Pecanland Road
				Monroe, LA 71203
		formerly		Patsy Schmittzehe
		Bank One		Ph 318-345-7710

481	Aero W	Bank of America	*	100 N Broadway
				Wichita, KS 67202
		kansas		Melissa Wolverton
				888-852-5000
				800-234-6147 Business Solutions
482		Wachovia	*	207 Neshaminy Mall
				Bensalem, PA 19020
				Joseph Knight
				Ph 215-396-4405 Fax 215-355-0547

483		Wachovia	*	4560 Capital Blvd.
				Raleigh, NC 27604
				Melanie
				919-571-3889

484		Wachovia	*	6301 W. New Berry Road
				Gainsville, FL 32605
				Ph 352-335-3480 Fax 352-335-3484

485		Legacy Bank of Texas	*	5000 Legacy Drive, Suite 120
				Plano, TX 75024
				Elisa Arellano
				Ph 972-461-7009 Fax 972-461-7020

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

486	Aero	RBC	*	2085 East University Drive
				Auburn, AL 36830
		6/20/2008		Lee Oliver
				Ph 334-826-1150 Fax 334-826-2064

487		Wachovia	*	9420 Pineville Matthews Road
				Pineville, NC 28134

				Ph 704-373-6320 Fax 704-383-5952

488		Comerica Bank	*	4200 S. Cooper Street
		12/12/05 rolled to bai reporting		Arlington, TX 76015
				Karen
				Ph 817-276-7200 Fax 817-276-7236

489		US Bank	*	5000 Frederica Street
		Dec 05 rolled to TRECS		Owensboro, KY 42301
				Scott Tucker
				Ph 270-926-5270 Fax 270-926-5272

490		PNC Bank	*	201 South Broad Street
				Grove City, PA 16127
				Karen
				Ph 724-458-9250 Fax 724-458-0567

491		PNC Bank	*	1449 S. Potomac Street
				Hagerstown, MD 21740
				Shannon Eikelberger
		merged with Fidelity Bank on 09/12/07		Ph 301-745-5833 Fax 301-745-4952

492		Frost Bank	*	221 Wonder World Drive
				San Marcos, TX 78667
				Barbara Castleberry
				Ph 512-393-5647 800-562-6732 Fax 512-393-5721

493		The Bank of Delmarva	*	4575 Highway 1, Suite 80
				Rehoboth Beach, DE 19971
				Dorene Walton
				Ph 302-226-8900 Fax 302-226-8558

494		Suntrust Bank	*	180 East Market Street
				Harrisonburg, VA 22801
				Yvonne Smith
				Ph 540-568-1015 Fax 540-568-1099
505	Aero	Citizens National Bank	*	200 Fork at the River Pkwy
		11/4/2005		Seviereville, TN 37862
				Robin Young
				Ph. 865-429-7560 or 453-9031 Main
				Fax 865-429-7906
506		Citizen's Bank	*	3390 East State Str
				Hermitage, PA 16148
		8/19/2006		Jennifer Cochina
				ph 724-983-0500
				fax 724-983-1447
507		PNC Bank	*	2629 Scotttsville Road
				Bowling Green, Ky 42102
		National City Bank		Faye Griffith , Kay Madison
				Ph 270-745-9302 Fax 270-745-9310
508		Wachovia	*	Caroline Forrest Financial Center
		10/19/2005		3766 Renee Drive
				Myrtle Beach, SC 29579
				Jean Martin
				Ph. 843-903-5359
509		Johnson Bank	*	7500 Green Bay Road
				Kenosha, WI 53142
				Pauline Holtz-McGaughy
				Ph 262-697-7500 Fax 262-697-7520

510		Fifth Third Bank	*	1 Fayette Center
		12/12/05 rolled to bai reporting		Washington Court House, OH 43160
				Jesse Jamison
				Ph 740-948-9488 Fax 740-948-9484

511		PNC Bank	*	12010 Church Street
				Birch Run, MI 48415
				Connie Tackebury
				Ph 989-797-9277 Fax 989-797-9282

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

512		M & T Bank	*	2443 Military Road
				Niagara Falls, NY 14304
				Kerry White
				Ph 716-297-1880 Fax 716-290-1218
				1-800-724-2440
513		Queenstown Bank of MD	*	223 Chesapeake Village Road
				Queenstown, MD 21658
				Janet Such
				Ph 410-827-5101 Fax 410-827-3370

514	Aero	Sun Trust Bank	*	7677 Dr. Phillips Blvd
		as of 12/08/04		Orlando, FL 32819
				Ph. 407-354-1398 *4
				Branch Mgr. Kim Mendel
515		Bank of America	*	54 Full St.
				Seneca Falls, NY 13148
				Anute Boonyachai
		5/1/2011		Ph# 1-800-657-9533 ext# 50657


516		Harris Bank Huntley	*	10604 Route 47
				Huntley, IL 60142
				Anne Grasser
				Ph 847-669-5151 Fax 847-669-5191

517	Aero	BB&T	*	1201 Norwood Street
		as of 10/14/03		Christiansburg, VA 24073
				Rachel Lee
				Ph 540-381-5710 Fax 540-382-8813

518	Aero	Fifth Third Bank	*	6488 South Westnedge Avenue
		12/12/05 rolled to bai reporting		Portage, MI 49002
				Linda Fricke
				Ph 269-329-5815 Fax 269-329-6002

519	Aero	M & T Bank	*

		10/19/2007


520	Aero	Suntrust Bank	*	10170 Brook Road
				Glen Allen, VA 23059
		4/4/2003		Kathy Bronson
				Ph 804-264-4199 Fax 804-819-6035

521	Aero	Bank of America	*	534 S Kansas Ave
		5/14/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
				fax 785-295-3433
522	Aero	M & I Bank	*	5454 South 76th Street
				Greendale, WI 53129
		4/11/2003		Barbara Manthey
				Ph 414-423-2380 Fax 414-423-2387

523	Aero	JP Morgan Chase	*	5307 E. 41st Street
				Tulsa, OK 74135
				Celine Rodriquez
				Ph 918-280-7961
				custoner svc 918-280-7950
524	Aero	Capital One	*	313 Carondelet Street
				New Orleans, LA 70403
		name of the Bank was changed		Tammy Prats
		5/13/2006		Ph 504-533-2905 Fax 504-533-5344

525	Aero	Kirkwood Bank & Trust	*	7th & Arbor Avenue
				Bismarck, ND 58506
		4/11/2003		Dan Stegmiller,
				Ph 701-355-5375 Fax 701-258-7436

526	Aero	Frost Bank	*	975 William D. Tate
				Grapevine, TX 76051
		4/18/2003		Cathy West
				Ph 817-420-5251 Fax 817-420-5820

527	Aero	Wachovia	*	1400 Benvenue Road
				Rocky Mount, NC 27804
		6/27/2003		Kim Sutton
				PH 252-972-4238

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

528	Aero	Suntrust Bank	*	8055 S. Beneva Road
				Sarasota, FL 34238
		7/18/2003		Frank Zeckel
				Ph 941-925-9700 Fax 941-922-5618

529	Aero	JP Morgan Chase	*	821 E. Highway 131
				Clarksville, IN 47129
				Sherri Coleman
				Ph 812-284-7550 Fax 812-284-7553

530	Aero	Boone County National	*	720 East Broadway P o Box 678( Mall Facility)
				Columbia, MO 65205
		2/6/2004		Meredith Imler
				Ph 573-817-8964

531	Aero	Regions Bank	*	825 Quintard Drive
				Oxford, AL 36203
		4/25/2003		Sandy Turner
				Ph 256-835-6075 Fax 256-831-1093

532	Aero	First Sentry	*	P.O. Box 790
				Barboursville, WV 25504
		2/2/2009		Cindy Collins
				Ph 304-399-6401
				fax# 304-399-6411
533	Aero W	Bank of America	*	30 E. Wellesley Avenue
				Spokane, WA 99207
		5/2/2003		Janice Stratton
				Ph 509-353-6062
				1-800-234-6147
534	Aero W	US Bank	*	8441 West Bowles Avenue
		Dec 05 rolled to TRECS		Littleton, CO 80123
				Brett Mauzy
				Ph 303-904-9234 Fax 303-973-3424

535	AeroW	Key Bank	*	180 Telegraph Road
				Bellingham, WA 98226
		9/5/2003		Amber Pen
				360-676-6116 Fax 360-6142

536	Aero	Towne Bank	*	1 Old Oyster Point Road Suite 110
				Newport News, VA 23602
		3/15/2004		Toni Marshall
				Ph 757-249-7800 Fax 757-249-0840

537	Aero W	UMB	*	730 Citadel Drive East
				Colorado Springs, CO 80909
		4/17/2009		Cheryl Murphy
				Ph 719-597-0170 Fax 719-597-0178

538	Aero	Bank of America	*	8625 Bedford-Euless Road
				Hurst, TX 76053
		5/16/2003		Scot Cowdrey
				Ph 817-284-5546

539	Aero W	US Bank	*	4411 196th Street
		Dec 05 rolled to TRECS		Lynwood, WA 98036
				Gary Duffina
				Ph 425-775-5466 Fax 425-776-7393

540	Aero W	Bank of America	*	9981 Silverdale Way NW
				Silverdale, WA 98383
		5/23/2003		Kathy Denton
				Ph 360-692-5501

541	Aero W	Columbia Bank	*	3500 S. Meridian Suite 503
				Puyallup. WA 98373
		5/30/2003		Michelle Laborde
				Ph#253-939-9800
				fax#253-833-2476
542	Aero	Wells Fargo Bank	*	7767 Elm Creek Blvd. N #100
				Maple Grove, MN 55369
		9/12/2003		Barbara Hall (#564 contact)
				Ph 612-316-4642 Fax 612-316-4575

543	Aero W	Bank of America	*	3308 N E Auto Mall Drive
				Vancouver, WA 98662
		7/18/2003		Rita Paulson
				Ph360-696-5511
				Marsha, 888-852-5000 ext 4600

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

544	Aero	Associated Bank	*	2403 South Oneida Street
				Green Bay, WI 54304
		8/1/2003		Micah Marshall
				Ph 920-433-3218 Fax 920-499-2690

545	Aero	Suntrust Bank	*	26627 US Hwy 19 N
				Clearwater, FL 33761
		10/31/2003		Denise Mason
				Ph 727-791-0224 Fax 727-797-7557

546	Aero	Chase	*	4401 W. Wisconsin Avenue
				Appleton, WI 54913
				Mary Learman
				Ph 920-738-9000 Fax 920-738-9988

547	Aero	Frandsen & Trust	*	1616 South Washington Street
				Grand Forks, ND 58201
		10/19/2009		Tammie
				Ph 701-780-7727 Fax 701-780-7710
				main #701-780-7700
548	Aero	Huntington National Bank	*	2025 N. Cable Road
				Lima, OH 45805
				Ginger Gesler
				Ph 419-227-6504 Fax 419-229-4574

549	Aero	M & I Bank	*	3500 State Road 16
				La Crosse, WI 54601
		5/23/2003		Lori Raabe
				Ph 608-781-8834 Fax 608-781-1511

550	Aero	Bank of America	*	111 University Dr. E
				College Station, TX 77840
				Anute Boonyachai
		5/1/2011		Ph# 1-800-657-9533 ext# 50657

551	Aero	Chemical Bank	*	6615 Eastman Avenue
				Midland, MI 48642
		6/6/2003		Christine Brown
				Ph 989-839-5317-18 Fax 989-835-7194

552	Aero	Wachovia	*	1301 Nixon Drive
				Morrestown, NJ 08057
		5/30/2003		Sean Lore
				Ph 856-787-2165 Fax 856-273-4903

553	Aero	Wachovia	*	886 Church Street North
				Concord, NC 28025
		6/6/2003		Kim Overcash
				Ph 704-793-4830 Fax 704-785-2059

554	Aero	Wells Fargo Bank	*	9801 University
				Clive, IA 50265
		6/13/2003		Rose Hullett
				Ph 515-237-5809 Fax 515-237-5855

555	Aero	Bank of America	*	5041 Bayou Blvd.
				Pensacola, FL 32504
		5/16/2003		Susie Gonzales
				Ph 850-444-0551

556	Aero	US Bank	*	1751 Madison Ave
		Dec 05 rolled to TRECS		Council Bluffs, IA 51503
				Karrie Falconer
				Ph 712-325-4740 Fax 712-325-4352

557	Aero	IBC Bank	*	2501 W Memorial
				Oklahoma City, OK 73134
		4/11/2006		Loretta Sapp
				405 775-1730 ph
				405 775-1731 fax
558	Aero	Bank of America	*	500 South West Street
				Wichita, KS 67209
		6/20/2003		Brenda Dosda
				Ph 316-261-4242

559	Aero	Regions Bank	*	320 Eastdale Circle
				Montgomery, AL 36117
		6/27/2003		Shannon Cannon
				Ph 334-832-8831 Fax 334-832-8402

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

560	Aero	Bank of America	*	6304 North Point Parkway
				Alpharetta, GA 30022
		7/4/2003		Ann Hollar
				Ph 770-442-2466

561	Aero	SunTrust Bank	*	498 Palm Springs Drive
				Altamonte, FL 32701
		7/25/2003		Dee Simpson
				407-834-6869 Fax 407-830-7513

562	Aero W	Wells Fargo Bank	*	3600 S. College Avenue
				Fort Collins, CO 80525
		6/27/2003		Anita Nemitz
				Ph 970-266-7777 Fax 970-266-7800

563	Aero	Chase Bank	*	1201 West Main Street
				Lewisville, TX 75067
				Anna Dietert
				Ph 972-221-5017

564	Aero	Wells Fargo Bank	*	1809 Plymouth Road South
				Minnetonka, MN 55305
		4/4/2003		Barbara Hall
				Ph 612-316-4642 Fax 612-316-4575

565	Aero	I B C Bank	*	7400 San Pedro, Suite 608
				San Antonio, TX 78216
		5/9/2003		Jesse Monoz
				Ph 210-369-2940 Fax 210-377-3579

566	Aero	Wells Fargo Bank	*	901 Gessner Road
				Houston, TX 77024
		5/16/2003		Erika Cruz
				Ph 713-463-8044 Fax 713-463-8258

567	Aero	Wells Fargo Bank	*	5300 W. 41st St.
				Sioux Falls SD 57106
				Pat Barclay
		5/30/2011		Ph#303-470-8908
				Branch #605-575-7466
568	Aero	Wells Fargo Bank	*	600 4th Street
				Sioux City, IA 51102
		5/23/2003		Eileen Iversen
				Ph 712-277-7175 Fax 712-277-7149

569	Aero	Bank of America	*	7802 Abercorn Drive
				Savannah, GA 31406
		6/27/2003		Mercy Garcia
				Ph 912-353-3960

570	Aero	Bank of America	*	100 N Broadway
		6/3/2007		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446

571	Aero	Northwest Savings Bank	*	200 Mill Creek Mall
				Erie, PA 16565
		9/12/2003		Jennifer D-Annibale
				Ph 814-868-5161 Fax 814-864-1917

572	Aero W	Bank of America	*	3401 Dale Road
		10/3/2003		Modesto, CA 95356
				Peggy Rubio


573	Aero	Wachovia	*	Wachovia consolidated accts
		11/1/2005		Any questions call Judy Goncalves at Wachovia
				800-590-7868


574	Aero	Wachovia	*	1495 W. O Ezell Blvd.
				Spartanburg, SC 29301
		8/22/2003		Robin Osborne
				864-596-4166 Fax 864-587-6275

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

575	Aero	Bank of America	*	9460 FM Road W
				Humble, TX 77338
		7/25/2003		Ellen Cooper
				PH 281-548-3700

				2801 S. Memorial Parkway Ste 102
577	Aero	SouthBank	*	Huntsville, AL 35801
				Jeff Slaten
		8/1/2003		Ph 256-533-2224 Fax 256-533-0442

576	Aero	Bank of America	*	2000 Baytree
				Valdosta, GA 31601
		7/25/2003		Susan Harrison


578	Aero	M&T	*	5585 Spectrum Dr.
				Frederick MD 21703
		10/5/2008		Chip Hess
				ph# 301-695-0503
				fax# 301-698-2643
579	Aero	Citizens National Bank	*	200 Forks of the River Parkway
				Sevierville, TN 37862
		7/25/2003		865-453-9031 main #
				Shirley Piniak
				Ph 865-429-7522 Fax 865-429-7599
580	Aero	Bank of America	*	7008 US Hwy 301 N
				Ellenton, FL 34222
		7/25/2003		Kim Wilson


581	Aero	Bank of America	*	1602 W Floyd Baker Blvd
				Gaffney, SC 29341
		9/5/2003		Lisa Sullivan
				Ph 864-487-8351

582	Aero	Regions Bank	*	1301 South Mckenzie Street
				Foley, AL 36535
				Victoria Gartments or AndreaWalker
		merged AmSouth 12/7/07		Ph 251-943-2265 Fax 251-943-8029

583	Aero	PNC	*	1275 York Road
				Gettysburg, PA 17325
		8/11/2008		Kelly Smarsh
				Ph 717-337-9333 Fax 717-337-2489

584	Aero	IBC Bank	*	7021 S. Memorial Drive, Suite #269
		12/5/2005		Tulsa, OK 74133
				Micah Hartwell
				Ph. 918-497-2812
				Fax. 918-497-2813
585	Aero W	Wells Fargo Bank	*	1590 Coburgh Rd.
				Eugene, OR 97401
				Pat Barclay
		5/30/2011		Ph# 303-470-8908
				Branch# 541-465-5696
586	Aero	Wells Fargo Bank	*	15 2nd Avenue SW (Main Branch)
				1525 24th Avenue SW (mall branch)
		9/19/2003		Minot, ND 58701
				Beb Walter 701-857-1746 main branch
				Ph 701-839-7699 branch
587	Aero	Plains Capital Bank	*	6002 Slide Road
				Lubbock, TX 79414
		9/19/2003		Jennifer Webb
				806-785-6255 Fax 806-785-6262

588	Aero	BBVA Compass	*	849 East Commerce Street, Suite 739
				San Antonio TX, 78205
				Irene Flores
				Ph 210-475-9315 Fax 210-475-9328

589	Aero	IBC Bank	*	11200 LakeLine Mall Drive
				Cedar Park, TX 78613
		2/15/2007		Donna Savage
				ph: 512-397-4592
				fax: 512-397-4591
590	Aero	Huntington Bank	*	6340 Frantz Road
				Dublin, OH 43017
		10/20/2003		Lisa Thomas
				Ph 614--480-0191 Fax 614-480-0193

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

591	Aero	Bank of America	*	474 N. Federick Avenue
				Gaithersburg, MD 20877
		9/12/2003		Gary Fennington
				Ph 301-963-5360

592	Aero W	US Bank	*	11333 SE 82nd Avenue ( main branch)
		Dec 05 rolled to TRECS		12000 SE 82nd Avenue Ste 2001 (mall branch)
				Portland, OR 97266
				Hannah Brougnoli 503-275-4058 main branch
				Ph 503-275-5535 mall branch
593	Aero	First Tennessee	*	2400 Memorial Blvd.
				Kingsport, TN 37664
		open 2/13/2006		Ted Palaske
				fax 423-247-8035
				423-230-4224
594	Aero	Suntrust Bank	*	402 Cox Creek Parkway
		9/26/2003		Florence, AL 35630
				Judy Mcclure
				256-767-8585 Fax 256-767-8406

595	Aero	Bank of America	*	355 S. New Hope Road
				Gastonia, NC 28054
		9/26/2003		Lee Costic
				704-854-4130

596	Aero	MidSouth Bank	*	3730 Ambassador Caffery Pkwy
				Lafayette, LA 70503
		10/31/2003		Nancy Venable
				337-291-4903 Fax 337-988-2891

597	Aero	Wachovia	*	4109 Plank Road
				Fredericksburg, VA 22407
		9/26/2003		Belinda Walker/Diana Foster
				540-786-9485 Fax 540-785-6604

598	Aero	US Bank	*	701 Saint Joseph Street ( main branch)
		Dec. 05 rolled to TRECS		Rapid City, SD 57701
				Carol Burgess
				Ph 605-394-2048
				605 342-2141 mall branch
599	Aero	Regions Bank	*	Union Planters Bank
				203 North Commerce Street
				Branson, MO 65616
				Sara Copeland
				417-334-2191 Fax 417-332-0651
600	AeroW	Wells Fargo Bank	*	66 W Springer Drive
				Highlands Ranch, CO 80129
		9/19/2003		Pat Barclay
				Ph 303-470-8908 Fax 303-791-2558

601	Aero	Regions	*	91 Scenic Gulf Drive
				Miranar Beach, FL 32550
				Vanessa Harris
		merged AmSouth 12/7/07		Ph 850-833-8258 Fax 850-837-9537

602	Aero	Regions	*	1240 E. County Line Road
				Ridgeland, MS 29157
				Shawn Hubbard, Stacy Robinson
		merged AmSouth 12/7/07		Ph 601-960-6447 Fax 601-956-3678

603	Aero	Bank of America	*	1300 66th Street North
				St. Petersburg, FL 33710
		10/10/2003		Jeffrey Jackson


604	Aero	Union State Bank	*	3902 13th Avenue SW
				Fargo, ND 58103
		10/31/2003		Missy Strike
				Ph 701-281-1302 Fax 701-433-7305

605	Aero	Bank of America	*	1720 East Fowler Avenue
				Tampa, FL 33612
		10/31/2003		Jack Jones
				Ph 813-538-4901

606	Aero W	Bank of America	*	971 Blossom Hill Road
				San Jose, CA 95123
		10/3/2003		Christine Espinoza
				Ph. 408-983-0588

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

607	Aero W	Bank of America	*	21001 N. Tatum Blvd. Ste. 90
				Phoenix, AZ 85050
		10/31/2003		Donna Staton
				Ph 480-538-4901

608	Aero	Suntrust Bank	*	4582 South Kirkman Road
				Orlando, FL 32811
		10/31/2003		Stacy Spruce


609	Aero	Peoples United	*	17 Walker Street
				Kittery, ME 03904
		7/16/2010		Louise Barsalou
				Ph 207-439-5020 Fax 207-439-1571

611	Aero	Wachovia Bank	*	2110 Oak Street
				Myrtle Beach, SC 29577
		3/17/2004		David Welborn
				Ph 843-448-2686 Fax 843-448-6447

612	Aero W	Bank of America	*	1210.S. Power Road
				Mesa, AZ 85206
		3/19/2004		Tamera Raleigh( branch ) Marsha Byler (national )
				480-218-5145 888-852-5000 ext 4600

613	Aero	County Bank	*	500 N Highland Str
		2/12/2007		Williamsburg, Iowa 52361
				Darlene Doehrmann
				877-611-2525; 319-668-2888
				fax 319-668-2093
614	Aero	Wachovia	*	Wachovia Bank
		3/1/2005		2800 West University Blvd
				Wheaton, MD 20902
				Attn: Craig Carver
				Ph. 704-383-1582
615	Aero	Wachovia Bank	*	1919 US 1 South
				St. Augustine, FL 32086
		2/20/2004		Linda Wilson(branch) Benjamin Kehoe(biz bnker
				Ph 904-824-7568 704-427-7092

616	Aero	Premier Bank	*	100 Grell Lane
				Johnson Creek, WI 53038
		2/20/2004		Theresa Copp
				Ph 920-699-6900 Fax 920-699-6909

617	Aero W	Bank of America	*	2550 El Camino Real
				Carlsbad, CA 92008
		4/9/2004		Toni Galbreath( branch ) Marsha Byler (national )
		kansas		888-852-5000 ext 4600

618	Aero	Wachovia Bank	*	605 N. Berkeley Blvd.
				Goldsboro, NC 27534
		7/30/2004		Jim Malcolm
				Ph 919-778-6062

619	Aero	BB & T Bank	*	2400 N. Salisbury Blvd.
				Salisbury, MD 21801
		4/9/2004		Lauren Marshall
				Ph 410-860-0995 Fax 410-546-1688

620	Aero	Compass Bank	*	2901 Capital of TX Hwy South
				Austin, TX 78746
		4/9/2004		Tina Segoviano
				Ph 512-421-5841 Fax 512-421-5842

621	Aero	Bank of America	*	2105 West Brandon Blvd.
				Brandon, FL 33511
		4/16/2004		Jennifer Lombard (branch ) Marsha Byler (national )
				813-653-2235 888-852-5000 ext 4600

622	Aero W	Wells Fargo Bank	*	16901 Bernardo Center Drive
				San Diego, CA 92128
		4/16/2004		Eric Robertson or Alice Perry
				Ph 858-487-5323 Fax 858674-4276

623	Aero	Bank of America	*	1726 Country Club Road
				Jacksonville, NC 28546
		4/16/2004		Pamela Dufore (branch ) Marsha Byler (national )
				910-355-4246 888-852-5000 ext 4600

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

624	Aero	Bank of America	*	20005 Katy Fwy
				Katy, TX 77450
		4/16/2004		Michael Macias (branch ) Marsha Byler (national )
				888-852-5000 ext 4600

625	Aero	First Citrus Bank	*	13850 Sheldon Road
				Tampa, FL 33626
		4/23/2004		Karen Kling
				Ph 813-926-5588 Fax 813-920-3814

626	Aero	Herring National Bank	*	2500 S. Coulter Street, Ste 123
				Amarillo, TX 79106
		4/23/2004		Shirlene Fluke
				Ph 806-358-3700 Fax 806-354-4141

627	Aero W	Bank of America	*	1775 Camino De La Reina
				San Diego, CA 92108
		4/23/2004		Trisha Phillips (branch ) Marsha Byler (national )
				619-681-1886 888-852-5000 ext 4600

628	Aero	Bank of America	*	825 Dulaney Valley Road, Ste 120
				Towson, MD 21204
		4/23/2004		Shonga Faust (branch ) Marsha Byler (national )
				410-828-1668 888-852-5000 ext 4600

629	Aero W	Bank of America	*	512 Fletcher Pkwy
				El Cajon, CA 92020
		4/30/2004		Josie Herrera (branch ) Marsha Byler (national )
				619-401-8200 888-852-5000 ext 4600

630	Aero	Capital One	*	8031 Airline Highway
				Baton Rouge, LA 70815
		bank name was changerd		Nikki Tessier
		5/1/2006		Ph 225-381-2201 Fax 225-381-8922

631	Aero	JP Morgan Chase	*	5977 W. Park Ave.
				Houma, LA 70364
		2/28/2011		Carlos Santiago
				Ph#212-552-8183
				branch #985-876-7541
632	Aero W	Wells Fargo Bank	*	7200 W. Alameda Avenue
				Lakewood, CO 80226
		5/14/2004		Rhonda Doane
				Ph 303-937-3365 Fax 303-937-3390

633	Aero W	Bank of America	*	3410 W. Chandler Avenue
		5/7/2004		Chandler, AZ 85226
				Kim Bredernitz(branch ) Marsha Byler (national )
				480-224-2021 888-852-5000 ext 4600

634	Aero	Peoples First Community Bank	*	2305 Highway 77
				Panama City, FL 32405
		5/7/2004		Terry Gravatt or Vicky(branch Manager)
				Ph 850-770-7203(7206) Fax 850-769-3603

635	Aero	Capital One	*	814 Jordan Street
				Shreveport, LA 71104
		bank name was changed		Beverly(branch) Tammy Ptrats(national)
		5/1/2006		Ph 318-674-2523, 504-533-2905 Fax 504-533-5344

636	Aero	PNC Bank	*	750 First Capitol Drive
				St. Charles, MO 63301
				Chris Tucker
				636-536-3428

637	Aero W	Tri Counties Bank	*	1950 E. 20th Street, Ste 725
				Chico, CA 95928
		4/30/2004		Ken Sorbis or Roy Palomino
				Ph 530-898-0370 Fax 530-898-0375
				Mgr. Melanie Bassett
638	Aero W	Commerce Bank	*	1345 East Battlefield
				Springfield, MO 65804
		4/30/2004		Rebecca Wright
				Ph 417-837-5202 Fax 417-837-5289
				deposit slips 1-800-453-2265
639	Aero	Bank of America	*	1 Clifton Country Road
		11/9/2005		Clifton Park, NY 12064
				Debbie Durden
				Ph 518-383-2228 Fax 518-371-4361

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

640	Aero E	TD Bank	*	3850 S. Delsea Drive
				Vineland, NJ 08360
				Stephanie Walkman
				Ph 856-327-5276 Fax 856-327-6215

641	Aeo W	US Bank	*	1520 Briargate Blvd.
		Dec 05 rolled to TRECS		Colorado Springs, CO 80920
				Mary Koch
				Ph719-528-3525 Fax 719-531-6746

642	Aero	Wachovia Bank	*


				Ph. 704-427-7077
				Todd Kirby
643	Aero	Chase	*	4400 E. Main Street
				Richmond, IN 47374
				Shelly Harrod
				Ph 765-935-3803, 6872 d-line Fax 765-966-4767
644	Aero	Wells Fargo	*	Pat Barclay
		8/1/2011


645	Aero	First Commonwealth	*	3100 Oakland Ave South town ave

		5/31/2009		Jackie Hathaway
				Ph 724-349-3629

646	Aero	Star Financial	*	1708 East Markland Ave
		3/23/2005		Kokomo, IN 46901
				Amy McKane
				tel: 765-868-3825

647	Aero W	First Bank of Colorado	*	10403 W. Colfax Avenue
				Lakewood, CO 80215
		6/25/2004		Rachael Miller
				Ph 303-235-1155 Fax 303-235-1193

648	Aero W	Bank of America	*	390 High Street NE
				Salem, OR 97301
		6/25/2004		Patti Craig(branch ) Teresa Wallweber(national )
				503-364-0136 888-852-5000 ext 4601

649	Aero	Vantus	*	6260 Mills Civic Pkwy
				West Des Moines, IA 50266
		2/27/2009		Tim #515-422-5138 fax#515-422-5135
				branch #515-422-5136

650	Aero	Bank of Oklahoma	*	3550 West Main Street
				Norman, OK
		10/15/2004		James Branscum
				Ph 405-366-3637, 366-3600 Fax 405-366-3608

651	Aero	Premier Bank	*	11055 61st Street NE
				Alberville, MN 55301
		3/19/2004		Deb Hackenmueller
				Ph 763-497-8224 Fax 763-497-8048

652	Aero W	Chase	*	7675 West Bell Road
				Peoria, AZ 85382
				Karen Barnes
				Ph 602-589-4160 Fax 602-589-3364

653	Aero	PNC Bank	*	611 Lighthouse Place
				Michigan City, IN 46360
				Kathy Kindelan
				Ph 219-874-9752 Fax 219-873-2271

654	Aero W	Wells Fargo Bank	*	4180 Bonita Road
				Bonita, CA 91902
		10/8/2004		Chantell Ballesteros
				Ph 619-479-1756

655	Aero	Compass Bank	*	2009 suite C Beltline Road
				Decatur, AL 35601
		4/23/2004		Amy Thompson
				Ph 256-552-4350 Fax 256-552-4354

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

656	Aero	Regions Bank	*	1 Independence Plaza
				Homewood, AL 35209
				Carol Moats
		merged AmSouth 12/7/07		Ph 205-716-1130 Fax 205-716-1138

657	Aero	Bank of America	*	1550 W. Bay Area Blvd.
				Friendswood, TX 77546
		4/30/2004		Rosalyn Dikes (branch ) Marsha Byler (national )
				888-852-5000 ext 4600

658	Aero	Bank of America	*	1410 Parham Road
				Richmond, VA 23229
		5/14/2004		Pamela Langfitt(branch ) Marsha Byler (national )
				804-754-0760 888-852-5000 ext 4600

659	Aero	Bank of America	*	2450 W. Algonquin Road
		5/20/2005		Lake in the hill, IL 60156



660	Aero W	Bank of America	*	12816 E. Sprague Avenue
				Spokane, WA 999214
		5/28/2004		Shelley Allen(branch ) Marsha Byler (national )
				509-353-6026 �� 888-852-5000 ext 4600

661	Aero	JP Morgan Chase	*	2310 Colorado Blvd.
				Denton, TX 76205
		5/28/2004		Brad Cain
				Ph 940-381-7475 Fax 940-381-7410

662	Aero	Regions Bank	*	2000 Richmond Road
				Texarkana, TX 75503
		6/4/2004		Pat Son
				Ph 903-832-2551 Fax 903-223-5050

663	Aero	Bank of America	*	1801 Richmond Road
				Williamsburg, VA 23185
		10/1/2004		Stacey Castruita (branch ) Teresa Wallweber(national )
		open in kansas		757-259-5481 888-852-5000 ext 4601

664	Aero	United Bank & Trust	*	1422 South Winner St.
		6/2/2005		Adrian, MI 49221
				Tammy Hall
				Ph. 517-266-5503

665	Aero	Bank of America	*	4364 State Road 7
				Lake Worth, TX 33467
		5/58/04		Dev Bhandary(branch ) Marsha Byler (national )
				561-642-4426 888-852-5000 ext 4600
				clark american 800-355-4691
667	Aer W	Bank of America	*
				12682 Amargosa Rd.
		2/4/2008		Victorville, CA 92392


669	Aero	Commerce	*	7400 North Orange Prairie Rd.
				Peoria, IL 61615
				Wes Thompson
		11/5/2010		Ph#309-999-3257
				Fax#309-691-5257
670	Aero	JP Morgan Chase	*	14801 US 31 North
				Carmel, IN 46032
		10/14/2004		Jon Walker
				Ph 317-321-4022 Fax 317-574-9496
671	Aero	Regions	*	1993 N. Highland Ave.
				Jackson, TN 38305
				Terrell Parker
		merged AmSouth 12/7/07		Ph. 731-984-6000
				Fax. 731-668-4827
672	Aero	UMB Bank	*	1 Victory Drive
				Liberty, MO 64068
		5/19/2004		Tom Brusnahan or Melissa Sergent
				816-792-6710 or 6713 Fax 816-792-4697

673	Aero W	Bank of America	*	2708 Ming Avenue
				Bakersfield, CA 93304
		6/25/2004		Erin Bedford(branch ) Teresa Wallweber(national )
				661-395-2020 888-852-5000 ext 4601

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

674	Aero	Northwest Savings Bank	*	311 East Fairmount Avenue
				Lakewood, NY 14750
				Jessica Weaver
				Ph 716-763-2265

675	Aero	I B C Bank	*	6301 NW Loop 14, Ste. Q-14
				San Antonio, TX 78238
		9/10/2004		Isabel Bravo
				Ph 210-369-2910 Fax 210521-8044

676	Aero	Chase Bank	*	320 N. New Road
				Waco, TX 76710
				Carole Gallagher
				Ph 254-776-9500

677	Aero	Astoria Federal Savings Bank	*	102 Broadway Mall
				Hicksville, NY 11801
		10/29/2004		Christina Smith
				Ph 516-681-4000 Fax 516-681-4017
679	Aero	Wachovia	*	1970 West New Haven Avenue
				Melbourne, FL 32904
		9/24/2004		Charlotte Hutchinson
				Ph 321-984-7467 Fax 321-984-3417

680	Aero	BB & T Bank	*	1809 Greenbrier Parkway
				Chesapeake, VA 23320
		10/1/2004		Crystal Crawford
				Ph757-523-4462 Fax 757-523-4469

681	Aero	Bank of America	*	13355 Noel Road, Ste. 100
				Dallas, TX 75240
		9/24/2004		Conrad Mendoza(branch ) Teresa Wallweber(national )
				972-716-5800 888-852-5000 ext 4601

682	Aero	Bank of America	*	3321 NW Federal Highway
				Jensen Beach, FL 34957
		7/23/2004		Lee Monroe(branch ) Teresa Wallweber(national )
				772-692-7821 888-852-5000 ext 4601

683	Aero	First National Bank	*	2400 W. Grand River
				Howell, MI 48843
		7/30/2004		Kevin Morrow
				Ph 517-540-6299 Fax 517-548-7368
				Mc Bee deposit slips 248-553-8134 Nancy
684	Aero	Bank of America	*	1901 Tamiami Trail North
				Naples, FL 34102
				Anute Boonyachai
		10/30/2010		Ph# 1-800-657-9533 ext# 50657
				branch #239-436-3533
685	Aero	Regions/ Union Planters same	*	210 Eisenhower Drive
		11/21/2005		Biloxi, MS 39531
				Jamie Tendel
		store reopened due to Katrina		PH. 228-435-6610
		Hurricane
686	Aero	Chase Bank	*	Ph 903-534-4231
		3/1/2007		Fax 903-581-9460
				Shauna Pate


687	Aero	US	*	4056 Highway 54
				Osage Beach, MO 65065
				chad
		11/29/2010		Ph 573-348-1705
				call account manager Becky Matthews
688	Aero	Wells Fargo	*	Pat Barclay
				Ph# 303-470-8908
				fax# 303-791-2558

689	Aero	Bancorp South	*	4359 Mall Drive
		3/2/2005		Tupelo, MS 38802
				Britni Beasley
				Ph. 662-678-8000

690	Aero	M & T Bank	*	17301 Valley Mall Drive
				Hagerstown, MD 21740
		10/29/2004		Nancy McKenzie
				Ph 301-790-6916 Fax 301-852-0213

691	Aero	Bank of America	*	29 Blanding Blvd.
				Orange Park, FL 32073
		9/10/2004		Sharon Davis (branch ) Teresa Wallweber(national )
				904-269-1770 888-852-5000 ext 4601

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

692	Aero	Bank of America	*	685 Sunland Park Drive
				El Paso, TX 79912
		9/17/2004		Christina Trevizo (branch ) Teresa Wallweber(national )
				915-833-6003 888-852-5000 ext 4601

693	Aero	Arvest Bank	*	4201 N. Shailoh Drive
				Fayetteville, AR 72703
		7/30/2004		Joe Dimaggio
				Ph 479-444-5612 Fax 479-444-5620

694	Aero W	First National Bank of Colorado	*	615 Interlocken Blvd.
				Broomfield, CO 80021
		effective 10/1/2004		April Vendegna
				Ph 303-544-7999

695	Aero	Wachovia	*	Wachoiva consolidated accts
		11/1/2005		For questions call Judy Goncalves at Wachovia
				800-590-7868


696	Aero	BB & T Bank	*	1425 Seminole Trail
				Charlottesville, VA 22901
		9/17/2004		Tracey Travillian
				Ph 434-975-3491 Fax 434-973-8604

697	Aero	I B C Bank	*	5085 Westheimer Ste. 4640
				Houston, TX 77056
		9/17/2004		Thomas Frausto
				Ph 713-285-2294 Fax 713-439-0633

698	Aero	Bank of America	*	9225 Baymeadows Road
				Jacksonville, FL 32256
		9/24/2004		James Bridgewater (branch ) Teresa Wallweber(national )
				904-731-4600 888-852-5000 ext 4601

699	Aero	Bank of America	*	12381 West Sunrise Blvd.
				Plantation, FL 33323
		10/1/2004		Angela Plummer (branch ) Teresa Wallweber(national )
				954-915-0940 888-852-5000 ext 4601
				Clark American 800-234-6147
700	Aero	US Bank	*	3410 S. 143rd Plaza
		Dec 05 rolled to TRECS		Omaha, NE 68144
				Mary Sumpter
				Ph 402-334-3603 Fax 402-334-3636

701	Aero	JP Morgan Chase	*	2430 Highway 6 South
				Sugar Land, TX 77479
				Sergio Babba
				Ph 281-269-7328 Fax 281-269-7312

702	Aero	Regions Bank	*	4501 S. Medford Drive
				Lufkin, TX 75901
		9/24/2004		Lanell Day
				Ph 936-632-9096 Fax 936-632-8540

703	Aero	Bremer Bank	*	6900 France Ave. S
		3/23/2005		Edina, MN 55435
				Kim Lindeen
				tel: 952-925-9500

704	Aero	Peoples Bank	*	5 South Maple Street
				Hadley, MA 01035
		9/24/2004		Donna Wiley
				Ph 413-493-7454 Fax 413-585-1558

705	Aero	Bank of America	*	6605 Uptown Blvd.
				Albuquerque, NM 87110
		9/24/2004		Lee Gurule (branch ) Teresa Wallweber(national )
				505-282-3030 888-852-5000 ext 4601

706	Aero W	Bank of America	*	910 Black Lake Blvd.
				Olympia, WA 98502
		9/24/2004		Jackie Bensley (branch ) Teresa Wallweber(national )
				360-754-3630 888-852-5000 ext 4601
707	Aero	First Bank of Tenneessee	*	2301 E. Andrew Johnson Hwy
		effective 05/10/05		Morristown, TN 37814
				Nancy Carpenter
				Tel. 423-586-8021

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

708	Aero	Bank of America	*	105 N. Congress Avenue
				Boynton Beach, FL 33426
		10/1/2004		Hazel Scalise (branch ) Teresa Wallweber(national )
				561-742-9092 888-852-5000 ext 4601
710	Aero	Bank North	*	340 Aviation Road
				Queenbury, NY 12804
		10/15/2004		Deb Prendergast
				Ph 518-798-0070 Fax 518-743-1215

711	Aero W	Bank of America	*	13008 N. Tatum Blvd.
				Phoenix, AZ 85032
		10/29/2004		Bill Coulter (branch ) Teresa Wallweber(national )
				602-569-4029 888-852-5000 ext 4601

712	Aero	Liberty Bank	*	8 East Main Street
				Clinton, CT 06413
		10/8/2004		Heather Downie
				Ph 860-669-5773 Fax 860-669-4353

713	Aero	Main Source Bank	*	3880 West Presidential Way
				Edinburgh, IN 46124
		10/8/2004		Elisa Walter
				Ph 812-526-0551 Fax 812-526-0581

714	Aero	Bank of America	*	7800 Forsyth Blvd.
				Clayton, MO 63105
		10/15/2004		Gayle Diaz (branch ) Teresa Wallweber(national )
				314-466-0460 888-852-5000 ext 4601

715	Aero W	Bank of America	*	23929 Valencia Blvd.
				Valencia, CA 91355
		10/29/2004		Cathy Gero (branch ) Teresa Wallweber(national )
				661-253-4653 888-852-5000 ext 4601

716	Aero	Monroe Bank & Trust	*	2121 N. Monroe Street, Ste. 131
				Monroe, MI 48162
		10/29/2004		Shannon Porath
		secret code AERO		Ph 734-241-3431 Fax 734-241-1726
717	Aero W	Bank of America	*	9717 Foothill Blvd.
		3/2/2005		Rancho Cucamanga, CA 91730
				Matt Keever
				Ph. 909-483-8176

718	Aero	Chevy Chase Bank	*	7101 Democracy Blvd.
		1/26/2005		Bethesda, MD 20817

				Ph. 301-365-5100

719	Aero	Harris	*	2505 N Farnsworth Ave
				Aurora, IL 60504
		merged 10/1/10		Zach Bebee
				630-862-2474 - Branch 312-461-6730
				fax: 630-862-2489
720	Aero	Wrentham Cooperative Bank	*	102 South Street
		3/10/2005		Wrentham, MA 02093
				Sarah Giovanucci
				Ph. 508-384-6101

721	Aero	Bank of America	*	4545 14th St. W
		3/23/2005		Bradenton, FL 34205
				Kathy Cannavino
				Ph. 941-751-6595

722	Aero	Citizens Bank	*	Route 611 & 715
		3/2/2005		Tannersville, PA 18372
				Shawn
				Ph. 570-629-1631
				fax. 570-629-8757
723	Aero W	Bank of America	*	200 Kentucky St.
		3/9/2005		Petaluma, CA 94952
				Robin Edwards
				Ph. 707-769-2850

724	Aero	JP Morgan Chase	*	2203 Memorial Drive
				Alexandria, LA 71301
				James White
				Ph. 318-448-6389

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

725	Aero	Wachovia Bank	*
		7/1/2005



726	Aero	Chase Bank	*	250 W. Garfield Rd
		3/23/2005		Aurora, OH 44202
				Stacy Famageltto
				Ph. 330-562-7115

727	Aero	Bank of America	*	1255 Lake Woodland Drive
		3/30/2005		The Woodlands, TX 77380
				Katrina Johnson
				Ph. 281-362-4200

728	Aero	IBC Bank	*	2200 S. 10th Street
		3/23/2005		McAllen, TX 78502
				Jaime Vargas
				Ph. 956-688-3670
				aba # for ach's 114-902-528
729	Aero	Bank of America	*	12011 Kee Jackson Hwy
		3/23/2005		Fairfax, VA 2033
				Eva Seifert
				Ph. 703-277-3230

730	Aero W	Wells Fargo Bank	*	826 3rd Avenue
		3/23/2005		Chula Vista, CA 91910
				Luis Lopez
				619-426-0622

731	Aero W	Bank of America	*	222 W. Main Street
		3/23/2005		Medford, OR 97501
				Maria Holloway
				Ph. 541-722-3384

732	Aero W	Bank of America	*	9780 W. Fairview Ave.
		12/22/2005		Boise, ID 83704
				Ph. 208-377-5000


733	Aero	Capital One	*	3050 Severn Ave.
				Metairie, LA 70002
				Tammy or Drew Booth
				Tel. 504-533-2905
				Fax. 504-533-5344
734	Aero	Wachovia	*	4325 Glenwood Ave
		10/7/2007		Raleigh, NC 27612
				Alicia Keisler
				Ph. 919-829-6657

735	Aero W	Bank of America	*	4801 W. Charleston Blvd
		3/23/2005		Las Vegas, NV 89107
				Merling Arias
				Ph. 702-654-4310

736	Aero W	Wells Fargo Bank	*	Galleria at Tyler Mall
		3/23/2005		3765 Tyler Street
				Riverside, CA 92503
				JP Bouchereau
				951-343-3860
737	Aero	IBC Bank	*	2350 N. Expressway, Ste. 7222
		6/24/2005		Brownsville, TX 78526
				Guillermo Lambarri
				Tel. 956-547-1380
				Fax. 956-574-9596
738	Aero	Columbus Bank & Trust	*	3261 Manchester Expressway
		3/23/2005		Columbus, GA 31909
				Sandra Wilkoff
				Ph. 706-649-2715

739	Aero	M & T Bank	*	23 Lake Street
		7/15/2005		Monroe, NY 10950
				Linda Conte-Giannone
				845-782-8101

740	Aero	PNC Bank	*	3400 Atlantic Ave.
		5/11/2005		Atlantic City, NJ 08401
				Tel. 609-343-6707
				Mikael Mason

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

741	Aero W	Bank of America	*	201 E. San Ysidro Blvd.
		4/27/2005		San Ysidro, CA 92173
				Tel. 619-662-6423
		combo store with P.S. #3215
		same account
742	Aero	Wells Fargo	*	I-94 Woodbury
		9/15/2005		9882 Norma Lane
				Woodbury, MN 55125
				Ph. 651-205-8310
				Christina Skar
743	Aero W	Wells Fargo Bank	*	29 S. Rio Grande St., 2nd Floor
		3/30/2005		Salt Lake City, UT 84101
				JP Bouchereau
				Ph. 801-456-0660
				Fax.
744	Aero W	Wells Fargo Bank	*	1175 S. State St.
		5/2/2005		Orem, UT 84097
				Daron Stealey
				Ph. 801-426-5529
				Fax. 801-226-0734
745	Aero W	Wells Fargo Bank	*	66 W. 1200 S.
		5/2/2005		Provo, UT 84601
				Tel. 801-377-1397


746	Aero W	Citibank	*	44480 Town Center Way
		3/30/2005		Palm Desert, CA 92260
				Angel Mendez
				Ph. 760-346-4128
747	Aero W	Santa Barbara Trust & Bank	*	2310 E. Ponderosa Drive
		8/5/2005		Camarillo, CA 93010
				Arturo Solis
				Ph. 805-383-2224
				Fax. 805-383-2228
748	Aero	Wells Fargo	*	6175 Gateway West
				El Paso, TX 79925
		8/30/2009		Pat Barclay
				ph#303-470-8908
749	Aero	Wachovia	*	8300 Medical Plaza Dr.
		12/9/2005		Charlotte, NC 28216


750	Aero	PNC Bank	*	3517 Nicholasville Road
				Lexington, KY 40503
				Aakesh Patel
				Ph. 859-281-5456
				Fax. 859-281-5459
				800-669-1518 Treasury Erica (valid.dep.tick)
751	Aero	Bank of America	*	80 Mountain Rd.
				Glen Burnie, MD 21060
				Tracey Popoola
		11/30/2009		Ph# 800-657-9533 ext#53553

752	Aero	Wachovia Bank	*	Four S. Main Str
		10/27/2006		Coopersburg, PA
				610-282-3012


753	Aero W	Wells Fargo Bank	*	140 Great Mall Drive
		3/9/2005		Milpitas, CA 95035
				Bree Philpott
				Ph. 408-934-9625

754	Aero	Bank of America	*	2600 W. Bigbeaver
				Troy, MI 48084
		2/2/2009		Jean Pemper
				Ph#800-654-8503 ext 5760 fax#617-235-2580

755	Aero	Bank of America	*	2630 Dawson Road
		4/27/2005		Albany, GA 31707
				Gladys
				Ph. 229-434-4580
				Fax. 229-434-4583
756	Aero	BB & T Bank	*	2286 N. Dave Lyle Blvd
		3/23/2005		Rock Hill, SC 29730
				Eric Bowers
				Ph. 803-366-3144

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

757	Aero W	Farmers' State Bank	*	4444 1st Ave.
		9/30/2005		Cedar Rapids, IA 52402
				Joan Ironside
				Ph. 319-395-0201
				Fax. 319-294-6679
758	Aero	Wachovia Bank	*	Citadel Mall Financial Center
		3/16/2005		828 Orleans Rd
				Charleston, SC 29407
				Craig Carver
				Ph. 843-724-5184
759	Aero	Bank of America	*	826 Belmont St.
		4/27/2005		Brockton, MA 02301
				Tel. 800-841-4000


760	Aero W	Wells Fargo Bank	*	2334 Central Ave.
		3/23/2005		Billings, MT 59102
				JP Bouchereau
				Ph. 406-652-8288
761	Aero W	Bank of America	*	2225 Quimby Road
		9/9/2005		San Jose, CA 95122
				Veronica Rubio or Mary Diaz
				408-223-4481 fax. 408-971-5396
762	Aero	PNC	*	1366 Mall Run Road
				Uniontown, PA 15401
				Suan Lee
				tel: 724-438-3400
763	Aero	United Bank	*	84 Crossroads Mall
		3/23/2005		Mt. Hope, WV 25880
				Matthew Whitener
				Ph. 304-256-7280

764	Aero	Bank of America	*	1401 N. University Drive
		3/23/2005		Coral Springs, FL 33071
				Sonia Canova
				Ph. 954-341-0104

765	Aero	Regions	*	1000 Turtle Creek Drive
				Hattiesburg, MS 39402
				Tel. 601-261-4270
		merged AmSouth 12/7/07		Hunter Russum

766	Aero	Bank of America	*	One Commercial Plaza
		3/23/2005		Norfolk, VA 23510
				Lenita Griffin
				Ph. 757-441-4770

767	Aero	American Bank	*	676 W. Johnson St
		3/23/2005		Fond Due Lac, WI 54935
				Diana Dehnel
				Ph. 920-922-9292

768	Aero W	Bank of America	*	4002 Tacoma Mall Blvd.
		9/9/2005		Tacoma, WA 98409
				Susan Bungert or Rowena Ly
				Ph. 253-305-3145
				Fax. 253-305-3148
769	Aero	Savanah Bank	*	1579 Clark Streeet Road
		7/29/2005		Auburn, NY 13021
				Danielle Kehoe
				315-252-4551

770	Aero	Chase Bank	*	4430 Labon Drive, Suite 346
		9/30/2005		Garland, TX 75040
				James W. Jennings
				Ph. 972-530-3449 or 877-226-5663
				Fax. 972-530-4194
771	Aero W	Wells Fargo Bank	*	890 W. Riverdale Rd
		5/2/2005		Ogden, UT 84405
				tel. 801-626-9761


772	Aero	US Bank	*	10959 Parallel Ave.
		Dec 05 rolled to TRECS		Kansas City, KS 66109
				Amy Hrabe
				Ph. 913-334-9811
				Fax. 913-334-9163
773	Aero	IBC Bank	*	130 East Travis St/
		9/29/2005		San Antonio, TX 78205
				David Solis
				210-369-2943

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

774	Aero	IBC Bank	*	6001 Airport Blvd
		3/4/2007		Austin , TX 78752
				Lucila Rios
				512-397-4542
				fax 512-397-4549
775	Aero	Bank of America	*	5780 20th Street
		6/10/2005		Vero Beach, FL 32966
				Soula Planker
				Ph. 772-564-8181
				Fax. 772-569-2014
776	Aero	Chase Bank	*	350 Gause Blvd.
		7/29/2005		Slidell, lA 70458
				Michelle Lingston
				Ph. 985-847-0501
				Fax. 985-649-6451
777	Aero W	Bank of America	*	19240 Northhoff St.
		10/28/2005		Northridge, CA 91324
				Dennis Mata
				Ph. 818-885-4052
				Fax. 818-885-4128
778	Aero W	Wells Fargo Bank	*	5120 Moreno St
		23-Mar		Montclair, CA 91763
				JP Bouchereau
				Ph. 909-621-2900

779	Aero	American National Bank	*	628 Main Street
		9/9/2005		Danville, VA 24541
				Linda Moore
				Ph. 434-773-2219 or 2298
				Fax. 434-549-8175
780	Aero W	Wells Fargo Bank	*	200 B. Street
				Santa Rosa, CA 95401
				JP Bouchereau
				Ph. 707-584-3114

781	Aero W	Bank of America	*	100 N Broadway
		4/21/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
782	Aero W	Key Bank	*	999 N. Hill Field Rd
		5/11/2005		Layton, UT 84041
				Tel. 801-544-2834
				Tiffany Gilbraith

783		US Bank	*	14111 E Alameda Ave
		7/29/2005		Aurora, CO 80012
				Clara Gonzalez
				303-344-1331
784	Aero	Bancorp South	*


				(662) 349-5516

785	Aero	REGIONS BANK	*	30083 Woodrow Lane
		2/3/2006		Daphne, AL 36527
				Contina Woods
				Ph. 251-431-8114
				Fax. 251-431-8115
786	Aero	United Community Bank	*

				Tiffany Jeannette
				706-378-2225 (fax 706-378-2295)
787	Aero	Bank of America	*	100 N Broadway
				Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
788	Aero W	Bank of America	*	1234 So. Baldwin Ave.
		9/23/2005		Arcadia, CA 91007
				Edgar Chacon or Sylvia Evans
				Ph. 626-578-5898
				Fax. 626-578-5500
789	Aero W	Bank of America	*	100 N Broadway
				Wichita, KS 67202
				Ph. 888-852-5000
790	Aero	BankNorth, NA	*	Bank of New Hampshire
		Bank of New Hampshire		1249 Eastman Road
		5/11/2005		North Conway, NH 03860
				Tel. 603-356-6397
				Chriss Butts

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

791	AeroW	Bank of America	*	100 N Broadway
		5/23/2006		Wichita, KS 67202
				Ph. 888-852-5000

792	Aero W	Bank of America	*	36900 Newark Blvd.
		4/27/2005		Newark, CA 94560
				Tel. 510-226-2780


793	Aero W	Bank of America	*	2200 W. Warm Springs Road
				Las Vegas, NV 89019
				Tel. 702-654-6339


794	Aero W	Bank of America	*	8815 Quil Ceda Blvd
		7/22/2005 changed to 07/08/05		Tulalip, WA 98271
				Angela Gothard/ Mike Peek
				360-653-3467

795	Aero W	Bank of America	*	1120 Texas Street
				Fairfield, CA 94533
				Tel. 707-438-2604


796	Aero W	Bank of The West	*	4932 Pacific Ave.
		6/24/2005		Stockton, CA 95207
				Sysaveuy Seeha
				Tel. 209-957-2301
				fax 209-957-2434 Diane Mcintosh
797	Aero	BB & T Bank	*	2500 E. Walnut Ave.
		6/24/2005		Dalton, GA 30721
				Rebecca Hudson
				ph# 706-217-3931
				fax# 706-217-3939
798	Aero	Texas Bank & Trust	*	3622 McCann
		6/24/2005		Longview, TX 75605
				Tammy Gage
				Ph. 903-237-5500
				Fax. 903-234-4620
799	Aero	CBBC Bank	*	205 Foothills Mall
		7/1/2005		Maryville, TN 37801
				Teresa
				Ph: 865-977-5971
				fax: 865-379-2507
800	Aero	United Community Bank	*	Hwy 53 West
				Dawsonville, GA 30534
				Tel. 706-265-3232


801	Aero	IBC Bank	*	10 Central Mall
		7/1/2005		Lawton, OK 73501
				Lawrell Sparkman
				580-250-4127

802	Aero	PNC Bank	*	2010 Pitsburgh Blvd.
		11/23/2005		Tarentu, PA 15084
				Tel. 724-274-1100


803	Aero	Capital One	*	313 corondelet St., 6th fl
				New Orleans, LA 70130
		bank name was changed		Tammy W. Prats
		5/1/2006		504-533-2905
				800-562-9007 x 32905
804	Aero	Harris Bank	*	2609 East Main Street
		5/12/2007		Plainfield, IN 46168
				Jim O' Bold
				Ph 317 839-3501 Ex 34
				Fax 317-839-3944
805	Aero	Bank of America	*	1550 S. Clyde Morris Blvd
		10/28/2005		Daytona Beach, FL
				Brian Hills or Debbie Long
				Ph. 386-238-0079
				Fax. 386-239-0859
806	Aero W	Bank of America	*	2800 N. Main St
		10/14/2005		Santa Ana, CA 92705
				Christine Dougherty or Richard Naas
				Ph. 714-285-4880
				Fax. 714-285-4887

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

807	Aero	IBC, Inc.	*	6909 NE Loop 1604, Suite 01
		9/16/2005		San Antonio, TX 78247
				Christina Hernandez
				Ph. 210-369-2922
				Fax. 210-651-3462
808	Aero	South Carolina Bank & Trust	*	1328 Fording Island Road
		10/5/2005		Bluffton, SC 29910
				Attn: Jenette Ariyibi
				Ph. 843-837-2100

809	Aero	Regions	*	178 Paul Huff Pkwy
				Cleveland, TN 37312
				LeeAnn Owenby
		merged AmSouth 12/7/07		Ph. 423-479-9661
				Fax. 423-472-2572
810	Aero	Chase Bank	*	6400 Grand Ave
		10/28/2005		Gurnee, IL 60031
				Ph. 847-782-3680
				Fax. 847-855-0279
				Nanette Brown
811	Aero W	Bank of America	*	4201 N. Oracle Road
		9/30/2005		Tucson, AZ 85705
				Cecilla Johnson or Andy Chasteen
				PH. 520-408-6550
				Fax. 520-690-1521
812	Aero W	Bank of America	*	18641 S. Gridley Road
		10/28/2005		Cerritos, CA
				Rod Hernandez or Snny Chauhan
				Ph. 562-403-6252
				Fax. 562-403-6254
813	Aero W	Chase Bank	*	10620 South State Street
		12/20/2005		Sandy, UT 84070
				Ph. 801-481-5551


814	Aero	First Citizens Bank	*	Jamil Johnson
		6/3/2007		7101 Fayetteville Rd, PO Box 51399
				Durham, NC 27707
				919-489-3541 PH
				919-419-0049 Fax
815	Aero	Sovereign Bank	*	376 Southbridge St.
		10/21/2005		Auburn, MA 01501
				Patrick Royce
				Ph. 508-721-2540
				1-877-768-1145 business
816	Aero W	Wells Fargo Bank	*	6699 N. Landmark Drive
		10/28/2005		Park City, UT 84098
				Ph. 800-869-3557


817	Aero W	Union Bank of California	*	801 East Prosperity,Tulare CA 93274
		6/7/2006		LeeAnn Martinho
				559-688*2812



818	Aero W	Bank of America	*	100 N Broadway
		3/10/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
819	Aero	Bank of America	*	100 N Broadway
		5/23/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
820	Aero	Regions bank	*	4441 Central Ave
		3/3/2006		Hot Springs, AR 71913
				ph. 501-624-8860
				fax. 501-624-8969
821	Aero W	Bank of America	*	100 N Broadway
		3/15/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446

822	Aero W	Bank of America	*	100 N Broadway
		3/24/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

823	Aero	Bank of America	*	100 N Broadway
		6/14/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446


824	Aero	First State	*	4979 Bill Gardner Pkwy.
		3/17/2006		Locust Grove, GA 30248
				ph. 770-507-9502
				FAX. 770-914-2873
825	Aero	Comerica Bank	*	8850 Boedeker Str
		4/7/2006		Dallas,TX
		consolid account since 10/19/06		fax 214 890-0848
				ph. 214-890-5106 ext 5136
				Linda Burns

826	Aero W	Bank of America	*	100 N Broadway
		4/7/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
827	Aero	Regions	*	2948 East Texas Str
				Bossier LA 71111
				Ph 318- 674-3536
		merged AmSouth 12/7/2007		Sheren White

828	Aero	Liberty Bank	*	2901 East Highland Drive
		3/29/2006		Jonesboro , AR 72403
				Wayne Wolfe
				fax. 870-931-0916
				870-268-2318
829	Aero W	Bank of America	*	100 N Broadway
		3/31/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
830	Aero	Arvest Bank	*	401 N.Walnut
		5/8/2006		PO BOX 160
				Harrison ,AR 72601
				Laura Shaw
				870-391-5613 fax-870-391-5620
831	Aero	Bank of America	*	395 Briarwood Cercle
				Ann Arbor MI 48108
		2/2/2009		Jean Pemper
				Ph#800-654-8503 ext5760 fax#617-235-2580


832	Aero	Regions Bank	*	8601 South Dixie Hwy
				Orlando Wesquez
		4/14/2006		ph 305-665-1241
				fax 305-665-4734


833	Aero	Wachovia bank	*	Columbiana Center
		4/7/2006		333 Harbison Blvd.
				Columbia , SC 29212
				Leo Crumper
				ph. 877-394-9089
				fax. 803-253-6781

834	Aero W	Washington Mutual	*	6951 Bolsa Ave.
				Westminster, CA 92683
		12/3/2007		Rain Urcia
				Ph#714-934-2112 Fax#714-898-8573
835	Aero	Bank of America	*	100 N Broadway
		4/7/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
836	Aero	Bank of America	*	100 N Broadway
		4/14/2006		Wichita, KS 67202
		open in kansas		Ph. 888-852-5000
				fax. 316-261-4446
837	Aero	Bank of America	*	100 N Broadway
		4/14/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

838	Aero W	Wells Fargo	*	2600 Newberg Hwy
		4/14/2006		Woodburn, OR 97071
				Brian Speer
				fax 503-982-9922
				ph.503-982-9922
839	Aero	Citizens National Bank	*	1199 Bonita Lakes Circle
		4/14/2006		Meridian, MS 39301
				Regina Tims
				601-484-5337
				601-484-5341

840	Aero	Regions Bank	*	1300 W Poplar Ave
		3/31/2006		Collerville , TN
				Bridget Ely
				ph 901 853-7980 ex 22
				fax 901 853 7987

841	Aero	First National Bank	*	2511 Trimmier Road
		3/31/2006		Killeen , TX 76543
				Ph. 254-554-4254
				Fax. 254-634-2661 Shirley Tolliver
842	Aero	Chase Bank	*	1345 N.Town East Blvd
		2/4/2007		Mesquite, TX 75150
				Erika Dunham 972-270-2067
				fax 972-681-0326
843	Aero	Bank of America	*	100 N Broadway
		4/28/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446

844	Aero	Bank of America	*	100 N Broadway
		4/28/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
845	Aero	MB Financial Bank	*	1400 Sixteenth St.
				Oak Brook,IL 60523
		11/20/2007		Michael
				ph 630-203-2724
				fax 630-571-0065
846	AeroW	Bank of America	*	100 N Broadway
		4/28/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
847	Aero	American Gateway	*	2020 South Burnfide
		4/28/2006		Gonzales, LA 70737
				Nicolle Theel
				225-647-4921
				fax 225 644 6411
848	Aero	Bremer Bank	*	1715 W County Rd B2
		6/23/2006		Roseville, MN 55113
				Matt Flannery
				ph 651 288-3885
				fax 651 288-3896
849	Aero W	Wells Fargo Bank	*	1864 Blue Lakes Blvd
		5/12/2006		Twin Falls , ID 83301
				Path Barcley
				fax 303 791-2558
				ph 303 470-8908
850	Aero W	Bank of America	*	100 N Broadway
		5/24/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
851	Aero	Fifth Third	*	Columbus North Banking Center
				2117 25th St.
		3/3/2008		Columbus, IN 47201
				Branch ph# 812-372-9645
				Fax# 812-372-9993
852	Aero W	Wells Fargo Bank	*	1798 Hitt Road
		5/5/2006		Idaho, ID 83404
				Pat Barcley
				fax 303 791-2558
				ph 303 470-8908
853	Aero	Bank of America	*	100 N Broadway
		6/30/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
854	Aero	Chase Bank	*	3732 Irving Mall
		6/15/2006		Irving , TX 75062
				Kenard 972-255-8556
				fax 972-258-4040

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

855	Aero W	Bank of America	*	100 N Broadway
		4/21/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
856	Aero W	Chase Bank	*	7352 South Plaza Center Drive
		6/16/2006		West Jordan, UT 84084
				Trevor Weeks
				fax 801-280-6815
				ph 801-280-6763
857	Aero W	Wells Fargo Bank	*	100 West Burnsville Parkway
				Burnsville, MN 55337
		5/26/2006		Ann Wood
				612 316-1534 ph
				612 316-3797 fax
858	Aero	US Bank	*	1350 Euclid Ave,
		11/2/2006		Cleveland , OH 44115
				Bath Ladd, Diane
				216 902-7858 ph 216-623-9248
				216 623-9303 fax
859	Aero	Community Bank and Trust	*	800 Steven B.Tanger Blvd
				Commerce,GA 30529
		6/2/2006		1-888-847-2265
				fax 706-335-1986
860	Aero W	Wells Fargo	*	Beau Jeppesen
		8/8/2006		4920 South State Str
				Murray, UT 84107
				801-293-9470
				801-263-2075 FAX
861	Aero	Bank of America	*	100 N Broadway
		4/21/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
862	Aero	Bank of America	*	100 N Broadway
		5/30/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
863	Aero W	Bank of America	*	100 N Broadway
		5/23/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
864	Aero W	Bank of America	*	100 N Broadway
		5/23/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446

865	Aero W	Bank of America	*	100 N Broadway
		5/23/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
866	Aero	Bank of America	*	100 N Broadway
		4/28/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
867	Aero	Hillcrest Bank	*	11111 W 95th Str,
		6/30/2006		Overland Park, KS 66214
				Jillian Brewer
				ph 913 324-6149
				fax 913 324-6191
868	Aero	SunTrust Bank	*	775 E Merritt Island Causeway Suite 100
				Merritt Island, FL 32952
		7/28/2006		Ann Prince
				ph. 321-459-3315
				fax 321-452-8907

869	Aero	Bank of America	*	100 N Broadway
		6/30/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
870	Aero	PNC Bank	*	9W. Chocolate Ave.
		9/15/2006		Hershey, PA 17033
				Karen Prickett
				ph.717-534-3201
				fax.717-534-3231
871	Aero	Fidelity Deposit & Discount Bank	*	4010 Birney Ave
		3/29/2007		Moosic, PA 18507
				Phone: 570-504-0790
				Fax: 570-504-0793
				Casey Egan

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

872	Aero	Chase Bank	*	1111 N IH-35
		8/3/2006		Round Rock, TX 78664
				Peggy Smith
				ph 512-244-8550
				fax 512-218-8830
873	Aero	Wachovia Bank	*	9700 Corckscrow Rd
		11/10/2006		Estero, FL 33928
				Joann 239-495-5240

874	Aero	Bank of America	*	100 N Broadway
		7/14/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
875	Aero	First Citizens Bank	*	131 Forum Driva
		2/1/2007		Columbia, SC 29229
				Adam Kreswell
				803-788-8815
876	Aero	Metropolitan Bank	*	3701 Pinnocall Hill Parkway
		10/4/2006		Rogers, AR 72758
				Ph 479-845-4740,Lyn Mick
				Fax 479-845-4790
877	Aero	Flagstar Bank	*	9332 Lee Road
		10/2/2006		Brighton, MI 48116
				Liz Houston , ph 810-229-6483
				fax 810-229-6593
878	Aero	Fifth Third Bank	*	1365 Michigan , WaterVill, OH 43566
		10/3/2007		Donald Firsdon
				ph:419-878-9015
				fax: 419-878-3682
879	Aero	PNC Bank	*	3979 Indian Ripple Rd.
				Beavercreek, OH 45440
				Karl Borchers
				ph. 937-426-2632
				fax. 937-426-2695
880	Aero W	Bank of America	*	100 N Broadway
		10/6/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
881	Aero	Bank of America	*	100 N Broadway
		11/17/2006		Wichita, KS 67202
		open in kansas		Ph. 888-852-5000
				fax. 316-261-4446
882	Aero	Lone Star National Bank	*	214 South Texas Blvd.
		11/2/2006		Weslaco, Texas 78596
				Judy Haws
				ph. 956-973-7701
				fax. 956-973-7707
883	Aero	US Bank	*	1350 Euclid Ave,
		9/22/2006		Cleveland , OH 44115
				Bath Ladd
				216 902-7858 ph
				216 623-9303 fax
884	Aero	Bank of America	*	100 N Broadway
		9/8/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
885	Aero	BB & T Bank	*	Mary Brannigan
		9/27/2007		2941 N Poinciana Blvd
				Kissimmee, FL 34746
		Previously Colonial Bank		FAX: 407-397-7500
				PH: 407-397-7400

886	Aero	Hancock Bank	*	10496 Hwy. 49
		9/8/2006		Gulfport, MS 39503
				ph. 228-831-2143
				fax. 228-328-2360
				Terry Waldrop
887	Aero	Bank of America	*	100 N Broadway
		9/22/2006		Wichita, KS 67202
				Ph. 888-852-5000
				fax. 316-261-4446
888	Aero	IBC Bank	*	1200 San Bernardo Ave
		3/16/2007		Laredo, Texas
				Andreana Huddleston ph 956-422-7611
				fax 956-726-6660

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

889	Aero	Regions Bank	*	429 Main Str.
		3/1/2007		Trussville, AL 35173
				Lisa Baker ph: 205-326-7546
				fax 205-326-7743
890	Aero	Chevy Chase Bank	*	604 Potomac Station Drive
		5/4/2007		Leesburg, VA 20176
				Salma Azhar ph : 703-669-2209
				fax : 703-669-2218
891	Aero	Queenstown Bank of Maryland	*	P.O. Box 120
		3/30/2007		Queenstown, MD 21658
				Phone: 410-827-8881
				fax: 410-827-8190
				Janet Such
892	Aero W	Wells Fargo Bank	*	1578 Howe Ave
		4/6/2007		Sacramento, CA
				Kappie
				fax 916-564-7648
				ph: 916-565-4904
893	Aero	First National Bank	*	3801 FairWay Blvd
		3/23/2007		Wichita Falls, TX
				Tracy Elrod
				phone 817-481-0158
				fax 817-481-0698
894	Aero	Bank of America	*	3645 N. Freeway Blvd.
				Sacramento, CA 95815
		10/5/2008		Jean Pemper
				Ph: 303-470-8908 Fax# 303-791-2558
895	Aero	Wilson Bank & Trust	*	200 Tennessee Blvd
		4/13/2007		Lebanon, TN 37087
				Katha Wrye ph: 615-443-6178
				fax 615-443-6284
896	Aero	Bank of America	*	534 S Kansas Ave
		4/6/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
				fax 785-295-3433
897	Aero	BB&T Bank	*	3001 Watson Blvd.
		4/13/2007		Warner Robins, GA 31093
				Michelle Britt ph: 478-953-8251
				fax: 478-971-1063
898	Aero	First Citizens Bank	*	940 Mall Loop Road , Higth Point, NC 27262
		4/27/2007		Barbara Thacker
				ph: 336-883-3765
				fax: 336-883-8087
899	Aero	Bank of America	*	534 S Kansas Ave
		4/6/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
				fax 785-295-3433
900	Aero West	Bank of America	*	534 S Kansas Ave
		5/18/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
				fax 785-295-3433
901	Aero	RBC	*	1427 E. Dixie Dr.
				Asheboro, NC 27203
		1/3/2011		Candy McReynolds
				Ph#336-626-8683
902	Aero	BBVA Compass	*	301 This Way
				Lake Jackson, TX 77566
				Blanca 979-297-1151
				fax 979-299-6934
903	Aero	Wachovia	*	Judy Gonsales
		5/25/2007		ph 800-590-7868 team 600 ext 47758
				fax 866-842-0585

904	Aero	JP Morgan Chase	*	700 N. Janes Ave.
				Bolingbrook, IL 60440
		8/30/2008		ph# 630-783-9240


905	Aero	Chase Bank	*	2280 Str Rd 44
		4/20/2007		Osh Kosh, WI 54904
				Sonia 920-236-3900
				fax 920-231-7818
906	Aero	Columbia State Bank	*	1301 A Street
		4/27/2007		Tacoma , WA 98402
				Michelle ph 253-939-9800
				fax: 253-833-2476

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

907	Aero	Northway Bank	*	5 Market Str.
		4/20/2007		Tilton, NH 03276
				Jenny Williams 603-286-4344
				fax 603-286-4151
908	Aero	Bank of America	*	534 S Kansas Ave
		5/18/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
909	Aero	Bank of America	*	534 S Kansas Ave
		5/11/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
				fax 785-295-3433
910	Aero West	Wells Fargo	*	66 West Springer Drive
		5/11/2007		Highlands Ranch, CO 80129
				Pat Barclay 303-470-8908

911	Aero	SunTrust Bank	*	Brandy M Young ph : 757-465-1387
		4/13/2007		fax: 757-465-1449
				4113 Portsmouth Blvd
				Chesapeake, VA 23321
912	Aero	Bank of the West	*	10050 CoorsBy Pass
		5/18/2007		Albauquerque, NM 87114
				Heisel or Shain Whitlock
				ph:505-792-0726
				fax: 505-792-0781
913	Aero West	Bank of America	*	534 S Kansas Ave
		6/1/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
914	Aero	Arvest Bank	*	4500 N Harrison
		9/7/2007		Shawnee , OK 74804
				Sonia Ryan
				405-214-1355, fax 405-214-1289
915	Aero W	US	*	1233 West Ave. P
				Palmdale, CA 93551
		2/8/2010		Diana Vance
				Ph#216-623-9248
916	Aero W	Bank of America	*	534 S Kansas Ave
		6/15/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
917	Aero	Citizens Bank & Trust	*	Highway 27, Lake Wales, FL 33859
		5/25/2007		Carlie Cosce
				ph: 863-676-7631
				fax: 863-676-1734
918	Aero	Bank of America	*	10731 West Pico Blvd.
				Los Angeles, CA 90064
		1/18/2008		Ph# 310-996-7846

919	Aero	Bank of America	*	534 S Kansas Ave
		6/8/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
920	Aero	Hickory Point Bank	*	1401 W hickory Point Drive
		6/8/2007		Forsyth, IL 62535
				Misty Lee, ph:217-875-3131
				fax: 217-872-3904
921	Aero	SunTrust Bank	*	11200 South Orange Blossom Trail
		8/10/2007		Orlando, FL 32837

				fax: 407-851-8249
922	Aero	Bank of America	*	50 Morrissey Blvd.
				Dorchester, MA 02125
		open 10/25/07		Frank W. Tarara
				1-800-654-8503 ext.5630
923	Aero	Bank of America	*	1910 Bruce B. Downs Blvd.
				Wesley Chapel, FL 33543
		10/30/2008		Jean Pemper
				Ph# 800-654-8503 ext# 5760
				Fax# 617-235-2580
924	Aero	Susquehanna Bank	*	366 Hartman Bridge Rd.
				Ronks, PA 17572
		11/18/2007		Rina Coulter
				717-397-3725

925	Aero	Wells Fargo	*	66 West Springer Drive
		10/11/2007		Highlands Ranch, CO 80129
				Pat Barclay 303-470-8908

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

926	Aero	Wachovia	*	Judy Gonsales
		5/11/2007		ph 800-590-7868 team 600 ext 47758
				fax 866-842-0585
927	Aero	Wells Fargo	*	3800 Howard Hughes
				Las Vegas, Nevada
		10/5/2008		Pat Barclay
				Ph# 303-470-8908 fax# 303-791-2558
929	Aero	Wells Fargo	*	66 West Springer Drive
		7/27/2007		Highlands Ranch, CO 80129
				Pat Barclay 303-470-8908
930	Aero	Wells Fargo	*	66 West Springer Drive
		10/12/2007		Highlands Ranch, CO 80129
				Pat Barclay 303-470-8908

931	Aero	TCF	*	11 S. McClintock Drive.
				Tempe, AZ 85281
		1/2/2010		Mely Torres
				ph#602-716-8975 fax#480-921-3355
932	Aero	First Tennessee Bank	*	11685 Parkside Drive
		8/10/2007		Knoxville, TN 37934
				Tammy Ailey
				ph: 865-671-6671
				fax: 865-671-6730
933	Aero	Chase Bank	*	201 East Main Street
		3/31/2007		Lexington, KY 40507
				Phone: 859-231-2696
				Fax: 859-231-2917
				Matthew Orr
934	Aero	Bank of America	*	534 S Kansas Ave
		4/27/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
				fax 785-295-3433
935	Aero	Legacy Bank	*	76 Park Street, Lee, MA 01238
		5/4/2007		Louise Lucchese
				ph 413-243-4126
				fax: 413-243-4813
936	Aero	JP Morgan Chase	*	190 E. Stacy Rd. Building #600
				Allen, TX 75002
		3/1/2010		Ana Reyes
				212-552-8183
937	Aero W	CitiBank	*	4050 W.Metropolitan Dr
		8/24/2007		Orange, CA 92868
				Juana Rivero 714-938-0379
				fax 714-938-0379
938	Aero	Bank of America	*	534 S Kansas Ave
		5/25/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
				fax 785-295-3433
939	Aero W	Bank of America	*	534 S Kansas Ave
		6/15/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
				fax 785-295-3433
940	Aero	Commerce Bank	*	114 th &Nall , Leawood, KS 66211
		6/8/2007		Ph: 816-234-1760
				Fax: 417-837-5289
				Alyssa Blackwell
941	Aero	Bank of America	*	534 S Kansas Ave
		4/27/2007		Topeka, KS 66603
				Kathy Kinsch
				888-852-5000 ext 4751
				fax 785-295-3433
942	Aero	JP Morgan Chase	*	3498 Telegraph Rd.
				Ventura, CA 93003
		8/30/2009		Deanna Hyde
				ph# 805-650-3110
				fax#805-644-6217
943	Aero	Susquehanna Bank	*	963 National Highway
		7/20/2007		Lavale, MD 21502
				Randall K.Sterne
				ph: 301-777-4747
				fax: 301-729-5432
944	Aero	Citibank	*	4511 N Midkiff B1 A
		9/7/2007		Midland, TX 79705
				Galle Aparicio ph :432-697-4178
				fax: 432-697-0711

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

945	Aero	Chase Bank	*	2370 Justin Road , Lewisville TX
		9/28/2007		972-966-2756
				fax: 972-966-2209 Ammy Shults
946	Aero	Harris Bank	*	101 Burr Ridge Pkwy
				Burr Ridge, IL 60527
		11/9/2007		Naomi & Julia
				630-323-4000 ext-6901 or 2100
				fax# 630-887-7319
947	Aero	Wachovia Bank	*	Judy Gonsales
		9/27/2007		ph 800-590-7868 team 600 ext 47758
				fax 866-842-0585

948	Aero	IBC Bank	*	2310 SW Military Dr Ste 216
		10/12/2007		San Antonio, TX 78224
				Isabel Bravo 210-518-2558
				fax 210-927-3374
949	Aero	Trustco Bank	*	34 Wolf Road
		9/28/2007		Albany, NY 12205
				518-458-7761, FAX 518-458-8779
				Jacky Dushensky
950	Aero	US Bank	*	1350 Euclid Ave,
		5/25/2007		Cleveland , OH 44115
				Bath Ladd
				216 902-7858 ph
				216 623-9303 fax
951	Aero	Wachovia Bank	*	Judy Gonsales
		9/7/2007		ph 800-590-7868 team 600 ext 47758
				fax 866-842-0585

952	Aero	BB & T Bank	*	11704 West Broad Str
				Richmond, VA 23233
				Kathy Schemale
				ph: 804-553-5947
				fax: 804-553-2963
953	Aero	Wells Fargo	*	66 West Springer Drive
		9/28/2007		Highlands Ranch, CO 80129
				Pat Barclay 303-470-8908

954	Aero	Wells Fargo	*	66 West Springer Drive
		7/20/2007		Highlands Ranch, CO 80129
				Pat Barclay 303-470-8908

955	Aero	US Bank	*	121 E. Main St.
				Anoka, MN 55303
		11/1/2008		Diana Vance
				ph#216-623-9248, branch 763-576-1060
956	Aero	Bank of Colorado	*	4848 Thompson Prky Suite 100
		8/17/2007		Johnstown, CO 80534
				Sandra Chapman ph: 970-679-7405
				fax: 970-663-7601,main number# 970-663-7600
957	Aero	Wachovia	*	Jennifer Daley
				1-800-590-7868 Team 600 ext 85743
		10/24/2007		fax: 866-842-0585

958	Aero	Wells Fargo	*	66 West Springer Drive
				Highlands Ranch, CO 80129
		10/24/2007		Pat Barclay 303-470-8908

959	Aero	Wachovia Bank	*	Judy Gonsales
		9/21/2007		ph 800-590-7868 team 600 ext 47758
				fax 866-842-0585

960	Aero	JP Morgan Chase	*	13620 Orchard Parkway
				Westminster, CO 80023
		3/13/2008		Lisa McCullough
				branch: 303-920-1396
				fax: 303-920-9981
961	Aero	Wells Fargo	*	Pat Barclay
				66 W Springer Drive
		3/21/2008		Highlands Ranch, CO 80129
				Ph 303-470-8908 Fax 303-791-2558
				branch# 806-324-5033
962	Aero	Citizens Bank	*	965 Oaklawn Ave
		10/3/2007		Granston, RI
				Marlin Volino ph: 401-275-6491
				fax: 401-275-6494
963	Aero	Bank of America	*	524 East Main St.
				Barstow, CA 92311
		4/25/2008		Jean Pemper
				Ph# 800-654-8503 ext# 5760
				Fax# 617-235-2580

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

964	Aero	Prosperity Bank	*	217 E. FM 1382
				Cedar Hill, TX 75104
		2/13/2009		Tonya Walker
				ph#972-291-6246
				fax#972-291-8682
965	Aero	JP Morgan Chase	*	11423 South Parkway Plaza Dr.
				South Jordan, UT 84095
		4/4/2008		Joey Lujan
				ph. 801-495-5194
				fax. 801-495-5199
966	Aero	Capital City	*	1701 Bass Road
				Macon, GA 31210
				Eddie Cutchens or Jackie
		11/29/2010		Ph. 478-474-2110

967	Aero	Bank of America	*	32011 Pacific Highway South
				Federal Way, WA 98003
		4/11/2008
				Ph# 206-358-2750

968	Aero	Bank of America	*	1691 East Florence Blvd.
				Casa Grande, AZ 85222
		4/25/2008		Ph# 520-421-0865


969	Aero	Suntrust	*	1170 Buford Highway
				Cumming, GA 30041
		4/30/2008		Diana Hull
				Ph# 770-205-2105
				Fax# 770-205-2116
970	Aero	American Bank	*	800 North Shoreline
				Suite 100 Southtower
		4/1/2008		Corpus Christi, TX 78401
				Kendra Milete
				Ph: 361-653-5251fax: 361-888-7200
971	Aero	First National	*	7960 Towne Center
				Papillion, NE 65048
				Chris Roorda
		4/25/2008		Ph# 402-341-0500
				Fax# 402-885-2518
972	Aero	Regions	*	17900 Panama City Beach Pkwy
				Panama City Beach, FL 32413
		5/1/2008		Darren
				Ph# 850-235-4014
				Fax# 850-236-7260
973	Aero	JP Morgan Chase	*	11610 Olio Rd.
				Fishers, IN 46037
		5/2/2008		Ben Lawless
				Ph# 317-579-0681
				Fax# 317-579-0643
974	Aero	Rocky Mountain	*	2901 W. Main St.
				Bozeman, MT 59718
		5/2/2008		Lana
				Ph# 406-556-7600
				Fax# 406-556-7605
975	Aero	Bank of America	*	100 N. Westshore Blvd.
				Tampa, FL 3609
		5/9/2008		Jean Pemper
				Ph# 800-654-8503 ext# 5760
				Fax# 617-235-2580
976	Aero	M&T	*	3628 Scotland Main St.
				Chambersburg, PA 17202
		4/4/2008		Katie Hershberger
				ph. 717-267-7670
				fax. 717-267-7676
977	Aero	Bank of America	*	8000 West Broward Blvd.
				Plantation, FL 33388
		7/11/08		Jean Pemper
				Ph# 800-654-8503 ext#5760
				Fax# 617-235-2580
978	Aero W	Citibank	*	121 Stonewood St.
				Downey, CA 90241
		7/4/2008		Ivy Smith
				ph# 562-861-0702
				fax# 562-861-8431
979	Aero	Bank of America	*	225 Tukwila Parkway
				Tukwila, WA 98188
		7/25/2008		Jean Pemper
				Ph# 800-654-8503 ext#5760
				Fax# 617-235-2580

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

980	Aero	Wachovia	*	2821 Business Center Drive.
				Pearland, TX 77584
		7/30/2008		Karen Singletary ph# 404-214-1432
				Juakeisha Coles
				800-590-7868 team 600 ext# 85789
981	Aero	Capital One	*	21147 26th Ave.
				Bayside, NY 11360
				Tammy Prats
		11/5/2010		Ph#504-533-2905

982	Aero	Bank of America	*	700 W. Whittier Blvd.
				Montebello, CA 90640
		11/14/2008		Jean Pemper
				Ph# 800-654-8503 ext#5760
				Fax# 617-235-2580
983	Aero	Bank of America	*	16 School St.
				Foxboro, MA 02035
		8/8/2008		Jean Pemper
				Ph# 800-654-8503 ext#5760
				Fax# 617-235-2580
984	Aero	Bank of America	*	6261 Lone Tree Way
				Brentwood, CA 94513
		10/24/2008		Jean Pemper
				Ph# 800-654-8503 ext#5760
				Fax# 617-235-2580
985	Aero	Bank of America	*	1188 Galleria Blvd.
				Roseville, CA 95678
		11/13/2008		Jean Pemper
				Ph# 800-654-8503 ext#5760
				Fax# 617-235-2580
986	Aero	Bank of America	*	1124 SE Everett Mall Way
				Everett, WA 98208
		8/23/2008		Jean Pemper
				Ph# 800-654-8503 ext#5760
				Fax# 617-235-2580
987	Aero	Wachovia	*	6101 Fairview RD.
				Charlotte, NC 28210
		8/29/2008		Karen Singletary ph# 404-214-1432
				Juakeisha Coles
				800-590-7868 team 600 ext# 85789
988	Aero	Regions	*	280 Dogwood Blvd.
				Flowwod, MS 39232
		8/29/2008		Sandra Harris #423-752-1585
				Felicia Johnson
				branch# 601-960-6531
989	Aero	Charter One	*	7205 Wayne Rd.
				Westland, MI 48185
		4/25/2008		Gary Gaspas
				Ph# 734-425-7200
				Fax# 734-425-9503
990	Aero	Bank of America	*	152 W. Hillcrest Dr.
				Thousand Oaks, CA 91360
		11/14/2008		Jean Pemper
				Ph# 800-654-8503 ext# 5760
				Fax# 617-235-2580
991	Aero	Wells Fargo	*	Pat Barclay
				Ph# 303-470-8908
		4/18/2008		Fax# 303-791-2558


992	Aero	American Chartered	*	100 West Higgins Rd. lot S-1
				South Barrington, IL 60010
		9/26/2008		Jessalyn Gardner
				ph# 847-418-3212

993	Aero	Bank of America	*	555 Capitol Mall
				Sacramento, CA 95814
		5/9/2008		Jean Pemper
				Ph# 800-654-8503 ext# 5760
				Fax# 617-235-2580
994	Aero	Bank of America	*	Towngate Plaza
				22900 Centerpoint Drive
				Moreno Valley, CA 92553
		7/18/2008		Jean Pemper
				Ph: 303-470-8908 Fax# 303-791-2558

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

995	Aero	Bank of America	*	142 E. Olive Ave.
				Burbank, CA 91501
		11/14/2008		Jean Pemper
				Ph# 800-654-8503 ext# 5760
				Fax# 617-235-2580
996	Aero	JP Morgan Chase	*	875 N. Michigan Ave.
				Chicago, IL 60611
		9/12/2008		Wanda Rosario
				ph# 312-664-4600

999	Aero	Bank of Louisiana	*	197 W. Bank Expressway Ste. #8000
				Gretna, LA 70053
		9/5/2008		Oral Kennedy
				ph# 504-362-8305
				fax# 504-368-3537
1010	Aero	First State Bank of St. Charles	*	3461 Technology Drive
				Lake St. Louis, MO 63367
		8/15/2008		Mike Cunningham
				ph# 636-561-2450
				fax# 636-561-3020
1012	Aero	Fidelity Bank	*	102 Newnan Crossings Bypass
				Newnan, GA 30265
		6/1/2008		linda Schneider or Joey Chase
				ph# 770-254-5520
				fax# 770-254-5539
1013	Aero	US Bank	*	181 West Mineral Ave.
				Littleton, CO 80120
		8/1/2008		Diana Vance Rep #216-623-9248


1014	Aero	First Interstate	*	Laurie Anderson
				521 SE Wyoming Blvd.
		7/4/2008		Casper, Wyoming 82609
				ph# 307-235-4384
				fax# 307-234-9426
1015	Aero	Bank of Ocean City	*	10005 Golfcourse Rd.
				Ocean city, MD 21842
		5/16/2008		Will Mumford
				Ph# 410-213-0173
				Fax# 410-213-1473
1016	Aero	First Citizens	*	409 East Market St.
				Smithfield, NC 27577
		8/1/2008		Maren Lanier
				ph: 919-989-3249
				fax: 919-989-3290
1017	Aero	Wells Fargo	*	1113 East Bidwell St.
				Folsom, CA 95630
		8/8/2008		Pat Barclay
				Ph# 303-470-8908
				Fax# 303-791-2558
1018	Aero	Bank of The West	*	1011 Helen Power Dr.
				Vacaville, CA 95687
		10/31/2008		Lisa Burgess
				ph# 707-453-8000
				fax# 707-453-8014
1019	Aero	Idaho Independent Bank	*	1260 Riverstone Drive
				Coeur d'Alene, Idaho 83814
		10/3/2008		Aimee Leighty
				ph# 208-765-3619
				fax# 208-765-6091
1020		Bank of America	*	29 West Boylston St.
				Worcester, MA 01605
		8/1/2008		Jean Pemper
				Ph: 303-470-8908 Fax# 303-791-2558

1021	Aero	Regions	*	2200 N. Rodney Parham
				Little Rock, AR 72212
		8/22/2008		Sandra Harris #423-752-1585
				Adrian Jackson
				branch# 501-224-2497
1022	Aero	Comerica	*	13920 City Center Ste# 4000
				Chino Hills, CA 61709
		5/20/08		Shawn
				Ph# 909-393-3001
				fax# 909-364-9193
1023	Aero	Citizens Bank	*	429 W. Ridge Pike 19B-6769
				Limerick, PA 19468
		5/23/2008		Heather Bosch
				Ph# 610-495-2699
				fax# 610-495-2691

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

1024	Aero	Wachovia	*	17802 Spring Cypress RD.
				Cypress, TX 77429
		5/30/2008		Jennifer Daley
				800-590-7868 team 600 ext# 85743
				Karen Singletary ph# 404-214-1432
1025	Aero	US Bank	*	3703 MC Cain Blvd.
				North little Rock, AR 72116
		6/13/2008		Diana Vance Rep #216-623-9248
				Will (branch #501-758-6640 fax# 501-753-6432
1026	Aero	Wachovia	*	4715 Town Center
				Jacksonville, FL 32246
		6/13/2008		Jennifer Daley
				800-590-7868 team 600 ext# 85743
				Karen Singletary ph# 404-214-1432
1027	Aero	First Commonwealth	*	500 East Waterfront Drive.
				Homestead, PA 15120
		7/2/2008		Sheena Allen
				ph #412-886-2503
				fax# 412-461-2915
1028	Aero	Bank of America	*	100 Cambridge Side Place
				Cambridge, MA 02141
		8/1/2008		Jean Pemper
				Ph: 303-470-8908 Fax# 303-791-2558
1029	Aero	IBC	*	501 South Dixieland Rd.
				Harlingen, TX 78552
		7/25/2008		Martin Zarate
				ph: 956-428-6902
				fax: 956-423-4490
1030	Aero	Sun	*	5695 Hwy 95 N.
				Lake Havasu City, AZ 86404
		11/14/08		Daryl Kallenbach
				ph# 928-764-3301
				fax# 928-764-3317
1032	Aero	Bank of America	*	2830 Cochran St.
				Simi Valley, CA 93065
		8/1/2008		Jean Pemper
				Ph: 303-470-8908 Fax# 303-791-2558
1033	Aero	Amtrust	*	26300 Cedar Rd.
				Beachwood, OH 44122
		9/18/2009		Leslie McCarthy
				Ph#216-464-6550
				Fax#216-765-8476
1034	Aero	Centrue	*	980 N. Kinzie Ave.
				Bradley, IL 60915
		9/19/2008		Jennifer Voss
				ph# 815-937-3681
				fax# 815-937-3684
1035	Aero	Wells Fargo	*	4195 Yellowstone
				Chubbuck, ID 83202
		10/17/2008		Pat Barclay
				Ph# 303-470-8908
				Fax# 303-791-2558
1036	Aero	Bank of America	*	7450 170th Ave. NE
				Redmond, WA 98052
		11/7/2008		Jean Pemper
				Ph: 303-470-8908 Fax# 303-791-2558
1038	Aero	Wells Fargo	*	1116 Harrison Ave.
				Centralia, WA 98531
		10/10/2008		Pat Barclay
				Ph# 303-470-8908
				Fax# 303-791-2558
1039	Aero	Bank of the West	*	9335 East County Line Rd.
				Centenial, CO 80112
		11/6/2008		Jason Dickens
				ph# 303-792-2265
1040	Aero	FirstMerit	*	Lodi Station Outlet
				9911 Avon Lake Rd.
		10/17/2008		Burbank, OH 44214
				Christina Miller
				ph# 330-948-1002 fax# 330-948-3297
1041	Aero	Key	*	4910 Tiedeman Rd.
				mail code OH-01-51-0312
		11/21/2008		Brooklyn, OH 44144
				Mark Gerhart
				ph# 216-813-6805
1042	Aero	JP Morgan Chase	*	3500 Hwy 190
				Mandeville, LA 70448
		11/1/2008		Sherry
				ph# 985-674-8700 or 8709

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

1043	Aero	Bank of Ameica	*	2080 W. Ina Rd.
				Tucson, AZ 85741
		11/14/2008		Jean Pemper
				Ph# 800-654-8503 ext# 5760
				Fax# 617-235-2580
1046	Aero	JP Morgan Chase	*	3550 Route 66
				Neptune, NJ 07753
		11/13/2008		Stephanie Serratelli
				ph# 732-922-0797

1047	Aero	Huntington	*	590 Washington Rd.
				Washington, PA 15301
		11/14/2008		Kelly Faure
				ph# 724-225-9800
1048	Aero	Bank of Hawaii	*	1441 Kapiolani Blvd.
				Honolulu, HI 96814
		5/22/2009		Sean Rostron ph#808-694-6628
				Sandy ph#808-694-6627
1049	Aero	JP Morgan Chase	*	One East Ave.
				Monroe, OH 45050
				Peggy Swanson
		8/6/2009		ph# 513-425-8504
				fax# 513-539-4615
1051	Aero	Wachovia	*	800 W. Main St.
				Freehold, NJ 07728
		10/30/09		Karen Singletary
				Juakeisha coles
1052	Aero	Bank of America	*	27571 Puerta Real
				Mission Viejo, CA 92691
		4/10/2009		Rep. Teresa Duggal
				Ph#1-800-699-7188 ext#26143
1053	Aero	US	*	6199 Sunrise Mall
				Citrus Heights, CA 95610
		9/18/2009		rep. Diana Vance
				Ph#216-623-9248
1054	Aero	Wells Fargo	*	900 Colusa Ave.
				Yuba City, CA 95991
				Pat Barclay
		6/3/2011		Ph#303-470-8908 Fax#303-791-2558
				Branch# 530-751-9102
1055	Aero	Wells Fargo	*	4601 East Main
				Farmington, NM 87402
				Pat Barclay
		4/15/2011		Ph#303-470-8908 Fax#303-791-2558
				Carma Slim branch# 505-566-2583
1056	Aero	RBC	*	103 E. Mall Drive
	��			Nags Head, NC 27959
		4/3/2009		Tyler Booth
				Ph#252-441-9500

1057	Aero	Bank of Hawaii	*	45-001 Kamehameha Hwy
				Kaneohe, HI 96744
		5/29/2009		Kule Brockett
				Ph#808-694-6132

1059	Aero	JP Morgan Chase	*	4311 W. Anthem Way
				Phoenix, AZ 85086
				Paula Tressalr or Asst. manager Vedrana
		4/3/2009		Ph#623-465-7115 or #623-465-9854

1060	Aero	Bank of America	*	2950 Walton Blvd.
				Rochester Hills, MI 48309
		7/3/2009		Rep. Tracey Popoola
				Ph# 800-657-9533

1061	Aero	Wachovia	*	2989 PGA Blvd.
				Palm Beach, FL 33410
				Karen Singletary
		4/9/2010		404-214-1432

1062	Aero	Bank of America	*	2030 Coliseum Dr.
				Hampton, VA 23666
				Rep. Tracey Popoola
		3/11/2010		Ph# 800-657-9533

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

1063	Aero	Bank of America	*	5541 Sepulveda Blvd.
				Culver City, CA 90230
		10/8/2009		Rep. Tracey Popoola
				Ph# 800-657-9533

1064	Aero	Citibank	*	34th St. 7 7th Ave.
				New York, NY 10001
		11/17/2009		Bryan Swan
				Ph# 212-290-7711

1069	Aero	Citibank	*	9933 Lawler Ave. Ste#110
				Skokie, IL 60077
		8/1/2011		Carol Damlos
				Ph#847-329-3162
				Marylu O'Donnell Ph#201-460-1239
1070	Aero	Wachovia	*	775 George Rd.
				North Brunswick, NJ 08902
		8/21/2009		Rep. Karen Singletary
				Ph# 404-214-1432
				Juakeisha 1-800-590-7868 team #600 ext#85789
1071	Aero	Wells Fargo	*	2204 North Wayne St.
				Angola, IN 46703
		10/30/2009		Patricia Barclay
				Ph#303-470-8908

1072	Aero	Bank of America	*	3414 Peachtree Rd.
				Atlanta, GA 30326
		7/3/2009		Rep. Tracey Popoola
				Ph# 800-657-9533

1073	Aero	M&I	*	31 Meadow View Drive.
				Lake Delton,Wisconsin 53940
		5/8/2009		Ph#608-253-8425
				Fax#608-253-8436
1074	Aero	US	*	704 E. Anemone Trail
				Dillon, CO 80435
		2/13/2009		Rep. Diana Vance
				216-623-9248
1075	Aero	Suntrust	*	8820 SW 136th St.
				Miami, FL 33176
				Sean Link
		4/9/2010		Ph# 804-363-4860

1076	Aero	JP Morgan Chase	*	37458 6 Mile Rd.
				Livonia, MI 48152
		6/19/2009		branch# 734-953-0620


1077	Aero	Bank of America	*	2800 W. Big Beaver Rd.
				Troy, MI 48084
		11/6/2009		Rep. Tracey Popoola
				Ph# 800-657-9533

1079	Aero	Wachovia	*	3216 West Braker Lane
				Austin, TX 78758
		2/26/2010		Karen Singletary
				404-214-1432

1080	Aero	Bank of America	*	One Powell St.
				San Francisco, CA 94102
				Anute Boonyachai
		11/2/2010		Ph# 1-800-657-9533 ext# 50657

1081	Aero	Bank of Hawaii	*	98-211 Pali Momi St.
				Aiea, HI 96701
				Sandie Kitaura
		6/18/2010		Ph# 808-694-6627
				Fax# 808-694-6624
1082	Aero	PNC Bank	*	4120 North Harlem Ave.
				Norridge, IL 60706
				Krystyna Lewandowski
				Ph#708-452-2370 ext#21336
				fax#708-453-8929
1083	Aero	Bank of America	*	10101 SW Washington Square Rd.
				Portland, OR 97223
				Rep. Tracey Popoola
		3/11/2010		Ph# 800-657-9533

1084	Aero	Gardiner Savings Bank of Maine	*	130 Community Drive
				Augusta, ME 04330
		8/7/2009		Ann Pellettier
				ph# 207-621-2432
				fax# 207-621-2437

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

1086	Aero	Bank of America	*	850 N. Homestead Blvd.
				Homestead, Fl. 33030
				Rep. Tracey Popoola
		3/26/2010		Ph# 800-657-9533

1087	Aero	Farmington	*	439 Westfarms Mall ste#B103
				Farmington, CT 06032
		7/30/2010		Roshan Patel
				Ph#860-284-6302
				Fax#860-561-6103
1088	Aero	Wachovia	*	1900 West 49th St.
				Hialeah, FL 33012
		4/30/2010		Karen Singletary
				404-214-1432
				Branch# 305-820-6440
1089	Aero	Wells Fargo	*	5458 Whittier Blvd.
				Commerce, CA 90040
				Patricia Barclay
		10/16/2010		Ph#303-470-8908

1090	Aero	Bank of America	*	21060 St Andrews Blvd.
				Boca Raton, FL 33433
				Anute Boonyachai
		6/18/2010		Ph# 1-800-657-9533 ext# 50657

1091	Aero	First Community Bank	*	Rt 460 Mercer Mall
				Bluefield, WV 24701
		6/25/10		Pamela Nuckols
				Ph# 304-327-0437

1092	Aero	Bank of America	*	1 Perimeter Center East NE
				Atlanta, GA 30346
				Anute Boonyachai
		4/29/2011		Ph# 1-800-657-9533 ext# 50657
				branch #770-392-5059
1093	Aero	Bank of America	*	350 Fulton Street
				Brooklyn, NY 11201
				Anute Boonyachai
		11/18/2010		Ph# 1-800-657-9533 ext# 50657

1095	Aero	Bank of America	*	7825 Monterey St.
				Gilroy, CA 95020
		6/18/2010		Anute Boonyachai
				Ph# 1-800-657-9533 ext# 50657

1096	Aero	Tuscola National	*	900 S. Progress Blvd.
				Tuscola, IL 61953
		7/23/2010		Kim Martin
				Ph# 217-253-4711

1097	Aero	Bank of America	*	1055 NE 8th St.
				Bellevue, WA 98004
		9/17/2010		dedicated central one
				Anute #888-715-1000 ext#50657
				branch #206-358-5112
1098	Aero	Regions	*	8049 Parkway Dr.
				Leeds, AL 35094
				Brian Ralph or Cristy Davis
		10/28/2010		205-716-1690

1100	Aero	Sutrust	*	3811 Hillsboro
				Nashville, TN 37215
				Rep James Fields #804-264-4077
		3/18/2011		branch #615-279-4025

1102	Aero	Bank of America	*	27489 Ynez Rd.
				Temecula, CA 92591
				Anute Boonyachai
		3/18/2011		Ph# 1-800-657-9533 ext# 50657
				branch #951-676-4114
1103	Aero	First Citizens	*	1021 Main St.
				Blowing Rock, NC 28605
				Amber Lynn
		7/29/2011		Ph#828-295-3162
				Fax#828-295-4409
1104	Aero	Suntrust	*	20295 South Dixie Highway
				Cutler Bay, FL 33189

		4/1/2011		Rep James Fields #804-264-4077

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

1105	Aero	Wells Fargo	*	4384 West Rodeo Rd.
				Santa Fe, NM 87505
				Pat Barclay
		3/25/2011		Ph#303-470-8908 Fax#303-791-2558
				branch #505-424-3882
1515	Aero	Bank of America	*	1140 Ave. of The Americas
				New York, NY 10036
				Anute #888-715-1000 ext#50657
		10/22/2010		branch #206-358-5112

3211	P.S.	Valley National	*	Paramus Park
				East 58 Midland Avenue
		6/26/2009		Paramus, NJ 07652
				201-265.1888 Zihara

3212	P.S.	Washington Mutual	*	Palisades Center Drive
				West Nyack, NY 10994
		6/19/2009		Kristin Keith
				Ph# 845-348-3300 option #3

3213	P.S.	JP Morgan Chase	*	2655 Richmond Ave.
				Staten Island, NY 10314
		10/30/2009		Ana Reyes #212-552-8183
				Jenny Solis #718-761-4105

3214	P.S.	Wachovia	*	108 Mill Plain Rd.
				Danbury, CT 06810
		7/10/2009		Rep. Karen Singletary
				Ph# 404-214-1432
				Juakeisha 1-800-590-7868 team #600 ext#85789
3215	P.S.	Bank of America	*	Rep. Tracey Popoola
		see store #741		Ph# 800-657-9533
3216	P.S.	Wachovia	*	72 West Main St.
				Freehold, NJ 07728
		7/17/2009		Rep. Karen Singletary
				Ph# 404-214-1432
				Juakeisha 1-800-590-7868 team #600 ext#85789
3218	P.S.	Susquehanna	*	8000 Sagemore Drive ste#8101
				Marlton, NJ 08053
		8/14/2009		Mary Brown
				Ph# 856-983-4000
				Fax# 856-983-4385
3219	P.S.	Wachovia	*	17 Woodbridge Center Drive
				Woodbridge, NJ 07095
		8/14/2009		Rep. Karen Singletary
				Ph# 404-214-1432
				Juakeisha 1-800-590-7868 team #600 ext#85789
3220	P.S.	TD Bank	*	Cherry Hill
				101 Haddonfield Rd.
		7/17/2009		Cherry Hill, NJ 08002
				Andrew Krause
				Ph# 856-667-6400, fax# 856-667-6744
3221	P.S.	PNC	*	1500 Prince Rogers Ave.
				Bridgewater, NJ 08807
		8/28/2009		Nicole Vanness
				Ph# 908-218-8998

3222	P.S.	US	*	Mall of America
				9633 Lyndale Ave. S
		2/1/2010		Bloomington, MN 55420
				Diana Vance
				Ph# 216-623-9248
3223	P.S.	Capitol One	*	89-01 Queens Blvd.
				Elmhurst, NY 11373
		11/6/2009		Tammy Prats
				Ph# 504-533-2905

3224	P.S.	Citibank	*	34th St. 7 7th Ave.
				New York, NY 10001
		11/13/2009		Bryan Swan
				Ph# 212-290-7711

3225	P.S.	Capital One	*	6401 Bluebonnet Blvd.
				Baton Rouge, LA 70836
				Tammy Pratts
		3/26/2010		Ph#504-533-2905 Fax# 504-533-5344

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

3226	P.S.	Frost	*	221 Wonder World Drive
				San Marcos, TX 78667
		3/11/2010		Barbara Castleberry
				Ph 512-393-5647 main# 800-562-6732
				fax 512-393-5721
3227	P.S.	Wachovia	*	1205 Grape St.
				Whitehall, PA 18052
				Karen Singletary
		8/20/2010		404-214-1432

3228	P.S.	Wachovia	*	10 Xavier Dr.
				Yonkers, NY 10704
		7/2/2010		Karen Singletary
				404-214-1432

3229	P.S.	Farmington	*	439 Westfarms Mall Ste# B103
				Farmington, CT 06032
				Yoko Weaver or Dena Martinelli
		4/9/2010		Ph# 860-583-7289

3230	P.S.	PNC	*	201 Newark Shopping Center
				Newark, DE 19711
				Diane Myers #302-733-7158
		6/18/2010		Patricia Vetrano #732-220- 3014

3231	P.S.	Wachovia	*	2000 South Hawthorne Rd.
				Winston-Salem, NC 27103
				Karen Singletary
		6/4/2010		404-214-1432

3232	P.S.	Wachovia	*	437 Park City Center
				Lancaster, PA 17601
				Karen Singletary
		7/2/2010		404-214-1432

3233	P.S.	Wachovia	*	3089 John Hawkins Pkwy.
				Birmingham, AL 35244
				Karen Singletary
		5/21/2010	��	404-214-1432

3234	P.S.	Wachovia	*	1863 South Rd.
				Wappingers Falls, NY 12590
				Karen Singletary
		4/16/2010		404-214-1432

3235	P.S.	Bank of America	*	100 Welsh Rd.
				Horsham, PA 19044
				Anute Boonyachai
		5/14/2010		Ph# 1-800-657-9533 ext# 50657

3236	P.S.	Bank of America	*	6304 North Point Pkwy
				Alpharetta, GA 30022
				Anute Boonyachai
		4/23/2010		Ph# 1-800-657-9533 ext# 50657

3237	P.S.	M&T	*	2100 Park St.
				Syracuse, NY 13208
				Sharon Coates
		4/23/2010		Ph# 410-244-4207
				Breanch# 315-474-2280
3238	P.S.	TD	*	1450 Clements Bridge Rd.
				Deptford, NJ 08096
				Maria King or Leah
		10/8/2010		Ph#856-845-2059
				Fax#856-845-3475
3239	P.S.	Key	*	2000 Walden Ave. Ste#B-216
				Cheektowaga, NY 14225
				Rep# Angela Anderson
		4/16/2010		1-800-539-2222 (ext# 8136768)
				Branch ( Bonnie) 716-683-0120
3240	P.S.	Comerica	*	4200 S. Cooper St.
				Arlington, TX 76015
		5/28/2010		Nicole Warren
				Ph#817-276-7241

3241	P.S.	Key	*	200 Washington Ave.
				Albany, NY 12210
		9/17/2010		Angela Anderson
				800-539-2222
				Branch Jason Getman #518-463-1226

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

3242	P.S.	Bank of America	*	301 Mount Hope Ave.
				Rockaway, NJ 07866
				Anute Boonyachai
		7/16/2010		Ph# 1-800-657-9533 ext# 50657

3243	P.S.	Bank of America	*	1550 W. Bay Area Blvd.
				Friendswood, TX 77546
				Anute Boonyachai
		11/20/2010		Ph# 1-800-657-9533 ext# 50657

3244	P.S.	Bank of America	*	250 Granite St.
				Braintree, MA 02184
				Anute Boonyachai
		10/15/2010		Ph# 1-800-657-9533 ext# 50657

3245	P.S.	HSBC	*	1 Old Country Rd.
				Carle Place, NY 11514
				Ken Goodman
		10/22/2010		Ph#516-741-2900

3246	P.S.	Vlley National	*	East 58 Midland Ave.
				Paramus, NJ 07652
				RuthAnn Thomas
		6/18/2010		Ph# 201-265-1888

3247	P.S.	Capital One	*	Newport Tower
				525 Washington Blvd.
				Jersey City, NJ 07310
		11/12/2010		Branch (Janet Santiago (201-626-2436
				Account manager (Tammy Prats 504-533-2905
3249	P.S.	Bank of America	*	100 1st Street
				Elizabethport, NJ 07209
				Anute Boonyachai
		7/2/2010		Ph# 1-800-657-9533 ext# 50657

3251	P.S.	Wachovia	*	3275 Buford Dr.
				Buford, GA 30519
				Karen Singletary
		7/2/2010		404-214-1432

3252	P.S.	Bank of America	*	75 Middlesex Turnpike
				Burlington, MA 01803
				Anute Boonyachai
		11/12/2010		Ph# 1-800-657-9533 ext# 50657

3253	P.S.	The Bank of Delmarva	*	18572 Coastal Highway
				Rehoboth Beach, DE 19971
				Christine Welsh
		8/6/2010		Ph#302-226-8900
				Fax#302-226-8558
3254	P.S.	First State	*	4979 Bill Gardner Pkwy
				Locust Grove, GA 30248
				Pam White
		10/8/2010		Ph#770-507-9502

3255	P.S.	JP Morgan Chase	*	1450 Old Country Rd.
				Riverhead, NY 11901
				Rep: Carlos Santiago
		8/13/2010		Ph#212-552-8183
				Branch# 631-369-2206 or 2298 (Amy teller)
3256	P.S.	Wells Fargo	*	665 E. Redd Rd.
				El Paso, TX 79932
				Patricia Barclay
		7/16/2010		Ph#303-470-8908

3257	P.S.	Bank of America	*	Garden State Plaza
				300 Garden State Plaza
				Paramus, NJ 07652
		7/30/2010		Ph#201-845-5450
				Ph# 1-800-657-9533 ext# 50657
3258	PS	Suntrust	*	6900 South Orange Blossom Trail
				Orlando, FL 32809
				Rep James Fields #804-264-4077
		3/11/2011		Daniel Shuford #877-891-5489 ext#71114 treasury
				branch #407-850-6103
3259	PS	Citizens	*	965 Oaklawn Ave.
				Cranston, RI 02920
		3/11/2011		Nancy Bloch
				Ph#401-275-6491
				fax#401-275-6494

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

3262	PS	First Citizens	*	8541 Concord Mills Blvd.
				Concord, NC 28027
				Tracey Jacobs
		6/3/2011		Branch# 704-979-3165

3264	PS	Suntrust	*	4582 South Kirkman Rd.
				Orlando, FL 32819

		3/25/2011		Rep James Fields #804-264-4077
				Daniel Shuford #877-891-5489 ext#71114 treasury
3265	PS	Citizens	*	1313 Franklin Mills Circle
				Philadelphia, PA 19154
				John Gilbert or Lynn
		4/8/2011		branch #215-281-1701
				fax# 215-281-1705
3266	PS	Community Bank & Trust	*	30983 Highway 441 S.
				Commerce, GA 30529
				Jennifer Turner
		4/1/2011		branch #706-336-7986
				fax #706-335-9540
3267	PS	Wachovia	*	3766 Renee Dr.
				Myrtle Beach, SC 29579
				Karen Singletary
		4/15/2011		404-214-1432
				branch #843-903-5359
3268	PS	Bank of America	*	7990 Honey Go Blvd.
				Baltimore, MD 21236
				Anute Boonyachai
		6/24/2011		Ph# 1-800-657-9533 ext# 50657
				Branch# 410-931-7177
3270	PS	Wachovia	*	1900 W. 49th St.
				Hialeah, FL 33012
				Karen Singletary
		4/29/2011		404-214-1432

3271	PS	Bank of America	*	10050 Pines Blvd.
				Pembroke Pines, FL 33024
				Anute Boonyachai
		5/6/2011		Ph# 1-800-657-9533 ext# 50657
				branch #954-435-4114
3272	PS	Wachovia	*	9420 Pineville Matthews Rd.
				Pineville, NC 28134
				Karen Singletary
		6/3/2011		404-214-1432

3273	PS	Bank of America	*	2105 Pine Croft Rd.
				Greensboro, NC 27407
				Anute Boonyachai
		6/3/2011		Ph# 1-800-657-9533 ext# 50657
				Branch# 336-805-3745
3274	PS	First Citizens	*	1862 US Highway 70 SE
				Hickory, NC 28602
		6/3/2011		Cassie Hansley
				Ph# 828-326-1186
				Fax# 828-326-1183
3275	PS	JP Morgan Chase	*	Sunrise Highway & Carmans Rd.
				Massapequa, NY 11758
				Carlos Santiago
		5/13/2011		Ph#212-552-8183
				branch#516-797-3180
3277	PS	Wells Fargo	*	6175 Gateway Blvd W.
				El Paso, TX 79925
				Pat Barclay
		7/22/2011		Ph#303-470-8908 Fax#303-791-2558

3278	PS	IBC	*	6301 NW Loop 410 Ste#Q14
				San Antonio, TX 78238
		7/22/2011		Sherry Grant
				Ph3210-369-2910

3282	PS	Wells Fargo	*	4180 Bonita Rd.
				Bonita, CA 91902
				Pat Barclay
		5/6/2011		Ph#303-470-8908 Fax#303-791-2558
				branch #619-475-4101

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

Exhibit 7-2 to

The Third Amended and Restated

Loan and Security Agreement

Credit Card Arrangements

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

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

2) PS from Aeropostale, Inc.: First Data Merchant Services (merchant # *)

3) Aeropostale, Inc. and PS from Aeropostale, Inc.: American Express (merchant # *)

4) Aeropostale, Inc.: Discover Card (merchant # *)

5) PS from Aeropostale, Inc.: Discover Card (merchant # *)

* = Material omitted pursuant to a request for Confidential Treatment and filed separately with the Commission on the date of filing of this Form 8-K.

ARO Liquidation (AROP) Inactive 8-KEntry into a Material Definitive Agreement