Pier 1 Imports 8K Entry into a Material Definitive Agreement | SEC 23 Nov 05

CREDIT AGREEMENT

dated as of
November 22, 2005

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

PIER 1 KIDS, INC.

THE BORROWERS

BANK OF AMERICA, N.A.
As Administrative Agent and Collateral Agent

THE LENDERS

NAMED HEREIN

WELLS FARGO RETAIL FINANCE, LLC and WACHOVIA BANK, NATIONAL
ASSOCIATION
as Co-Syndication Agents, and

HSBC BANK USA, NA and JPMORGAN CHASE BANK, N.A.
as Co-Documentation Agents

And

BANC OF AMERICA SECURITIES LLC
as Arranger

TABLE OF CONTENTS


ARTICLE I			1

SECTION 1.01 Definitions			1
SECTION 1.02 Terms Generally			38
SECTION 1.03 Accounting Terms; GAAP			39

ARTICLE II Amount and Terms of Credit			39

SECTION 2.01 Commitment of the Lenders			39
SECTION 2.02 Increase in Total Commitments			40
SECTION 2.03 Reserves; Changes to Reserves			41
SECTION 2.04 Making of Loans			42
SECTION 2.05 Overadvances			43
SECTION 2.06 Swingline Loans			44
SECTION 2.07 Notes			44
SECTION 2.08 Interest on Loans			45
SECTION 2.09 Conversion and Continuation of Revolving Credit Loans			45
SECTION 2.10 Alternate Rate of Interest for Revolving Credit Loans			46
SECTION 2.11 Change in Legality			47
SECTION 2.12 Default Interest			47
SECTION 2.13 Letters of Credit			48
SECTION 2.14 Increased Costs			52
SECTION 2.15 Optional Termination or Reduction of Commitments			53
SECTION 2.16 Optional Prepayment of Loans; Reimbursement of Lenders			53
SECTION 2.17 Mandatory Prepayment; Commitment Termination; Cash Collateral			55
SECTION 2.18 Cash Management			57
SECTION 2.19 Fees			60
SECTION 2.20 Maintenance of Loan Account; Statements of Account			61
SECTION 2.21 Payments			61
SECTION 2.22 Settlement Amongst Lenders			63
SECTION 2.23 Taxes			64
SECTION 2.24 Mitigation Obligations; Replacement of Lenders			66
SECTION 2.25 Designation of Lead Borrowers as Borrowers’ Agent			67
SECTION 2.26 Security Interests in Collateral			68

ARTICLE III Representations and Warranties			68

SECTION 3.01 Organization; Powers			68
SECTION 3.02 Authorization; Enforceability			69
SECTION 3.03 Governmental Approvals; No Conflicts			69
SECTION 3.04 Financial Condition			69
SECTION 3.05 Properties			70
SECTION 3.06 Litigation and Environmental Matters			70
SECTION 3.07 Compliance with Laws and Agreements			71
SECTION 3.08 Investment and Holding Company Status			71
SECTION 3.09 Taxes			71
SECTION 3.10 ERISA			71


SECTION 3.11 Disclosure			71
SECTION 3.12 Subsidiaries			72
SECTION 3.13 Insurance			72
SECTION 3.14 Labor Matters			72
SECTION 3.15 Security Documents			72
SECTION 3.16 Federal Reserve Regulations			73
SECTION 3.17 Solvency			73
SECTION 3.18 Licenses; Permits			73

ARTICLE IV Conditions			74

SECTION 4.01 Closing Date			74
SECTION 4.02 Conditions Precedent to Each Loan and Each Letter of Credit			76

ARTICLE V Affirmative Covenants			77

SECTION 5.01 Financial Statements and Other Information			77
SECTION 5.02 Notices of Material Events			79
SECTION 5.03 Information Regarding Collateral			80
SECTION 5.04 Existence; Conduct of Business			80
SECTION 5.05 Payment of Obligations			81
SECTION 5.06 Maintenance of Properties			81
SECTION 5.07 Insurance			81
SECTION 5.08 Books and Records; Inspection and Audit Rights; Appraisals; Accountants			82
SECTION 5.09 Physical Inventories			83
SECTION 5.10 Compliance with Laws			83
SECTION 5.11 Use of Proceeds and Letters of Credit			83
SECTION 5.12 Additional Subsidiaries			83
SECTION 5.13 Further Assurances			84

ARTICLE VI Negative Covenants			84

SECTION 6.01 Indebtedness and Other Obligations			84
SECTION 6.02 Liens			84
SECTION 6.03 Fundamental Changes			84
SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions			85
SECTION 6.05 Asset Sales			85
SECTION 6.06 Restricted Payments; Certain Payments of Indebtedness			85
SECTION 6.07 Transactions with Affiliates			85
SECTION 6.08 Restrictive Agreements			86
SECTION 6.09 Amendment of Material Documents			86
SECTION 6.10 Fixed Charge Coverage Ratio			86
SECTION 6.11 Fiscal Year			87
SECTION 6.12 ERISA			87
SECTION 6.13 Environmental Laws			88
SECTION 6.14 Additional Subsidiaries			88
SECTION 6.15 Securitization Program Documents			88

iii


ARTICLE VII Events of Default			88

SECTION 7.01 Events of Default			88
SECTION 7.02 Remedies on Default			92
SECTION 7.03 Application of Proceeds			92

ARTICLE VIII The Agents			93

SECTION 8.01 Appointment and Administration by Administrative Agent			93
SECTION 8.02 Appointment of Collateral Agent			94
SECTION 8.03 Sharing of Excess Payments			94
SECTION 8.04 Agreement of Applicable Lenders			95
SECTION 8.05 Liability of Agents			95
SECTION 8.06 Notice of Default			96
SECTION 8.07 Credit Decisions			97
SECTION 8.08 Reimbursement and Indemnification			97
SECTION 8.09 Rights of Agents			97
SECTION 8.10 Notice of Transfer			98
SECTION 8.11 Successor Agents			98
SECTION 8.12 Relation Among the Lenders			98
SECTION 8.13 Reports and Financial Statements			98
SECTION 8.14 Agency for Perfection			99
SECTION 8.15 Delinquent Lender			100
SECTION 8.16 Co-Syndication Agents, Co-Documentation Agent, and Arranger			100

ARTICLE IX Miscellaneous			101

SECTION 9.01 Notices			101
SECTION 9.02 Waivers; Amendments			101
SECTION 9.03 Expenses; Indemnity; Damage Waiver			104
SECTION 9.04 Successors and Assigns			105
SECTION 9.05 Survival			108
SECTION 9.06 Counterparts; Integration; Effectiveness			109
SECTION 9.07 Severability			109
SECTION 9.08 Right of Setoff			109
SECTION 9.09 Governing Law; Jurisdiction			110
SECTION 9.10 WAIVER OF JURY TRIAL			110
SECTION 9.11 Press Releases and Related Matters			111
SECTION 9.12 Headings			111
SECTION 9.13 Interest Rate Limitation			111
SECTION 9.14 Additional Waivers			111
SECTION 9.15 Confidentiality			114
SECTION 9.16 Patriot Act			114
SECTION 9.17 Foreign Asset Control Regulations			115
SECTION 9.18 Judgment Currency			115

EXHIBITS


Exhibit A:		Form of Assignment and Acceptance
Exhibit B:		Form of Customs Broker Agreement
Exhibit C:		Notice of Borrowing
Exhibit D:		Revolving Credit Note to Lenders
Exhibit E:		Swingline Note to Swingline Lender
Exhibit F:		Form of Credit Card Notification
Exhibit G:		Form of Private Label Receivable Notification
Exhibit H:		Form of Blocked Account Agreement
Exhibit I:		Form of Compliance Certificate
Exhibit J:		Form of Borrowing Base Certificate

SCHEDULES


Schedule 1.1:		Lenders and Commitments
Schedule 1.2:		Securitization Program Documents
Schedule 1.3:		Securitization Program Subsidiaries
Schedule 1.4:		Facility Guarantors
Schedule 1.5:		Fiscal Months
Schedule 1.5:		Fiscal Quarters
Schedule 1.5:		Fiscal Years
Schedule 1.8:		Non-Material Subsidiaries
Schedule 1.9:		Canadian Letter of Credit Indebtedness
Schedule 2.13:		Existing Letters of Credit
Schedule 3.01:		Organization Information
Schedule 3.05(a):		Title Exceptions
Schedule 3.05(c)(i):		Owned Real Estate
Schedule 3.05(c)(ii):		Leased Real Estate
Schedule 3.06:		Disclosed Matters
Schedule 3.12:		Subsidiaries; Joint Ventures
Schedule 3.13:		Insurance
Schedule 3.14:		Collective Bargaining Agreements
Schedule 5.01(f):		Reporting Requirements
Schedule 6.01:		Existing Indebtedness
Schedule 6.02:		Existing Encumbrances
Schedule 6.04:		Existing Investments
Schedule 6.07:		Transactions with Affiliates

CREDIT AGREEMENTdated as of November 22, 2005 among:

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

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

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

TheLENDERSparty hereto;

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

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

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

ARTICLE I

SECTION 1.01Definitions.

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

“ACH” means automated clearing house transfers.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Applicable Margin” means:

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

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


	Average Daily		LIBO Applicable			Prime Rate
Level	Availability		Margin			Applicable Margin
I		<$110,000,000		1.25	%		0	%

II		<=$220,000,000
	and >$110,000,000			1.00	%		0	%

III		>$220,000,000		.75	%		0	%

“Arranger” means Banc of America Securities LLC.

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

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

(a) is the result of:

(i) The Revolving Credit Ceiling,

Minus

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

(b) is the result of:

(i) The Borrowing Base,

Minus

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) the face amount of Eligible Credit Card Receivablesmultiplied bythe Credit Card Advance Rate;

plus

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

minus

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Change in Control” means, at any time:

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

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

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

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

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

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

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

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

“Closing Date” means November 22, 2005.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Credit Card Advance Rate” means 85%.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed inSchedule3.06.

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

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

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

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

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

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

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

(d) Accounts due from major credit card processors which are disputed or with respect to which a claim, counterclaim, offset or chargeback has been asserted by the related credit card processor (but only to the extent of such dispute, counterclaim, offset or chargeback) (it being the intent that chargebacks in the ordinary course by the credit card processors shall not be deemed violative of this clause); or

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

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

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

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

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

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

(e) Which otherwise would constitute Eligible Inventory.

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

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

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

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

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

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

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

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

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

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

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

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

(a) Not yet delivered to a Borrower;

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

(d) Which otherwise would constitute Eligible Inventory.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Indebtedness” of any Person means, without duplication:

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

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

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

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

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

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

(h) All Capital Lease Obligations of such Person;

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

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

(k) All Financial Hedges; and

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

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

“Indemnified Taxes” means Taxes other than Excluded Taxes.

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

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

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

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

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

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

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

“Investment” means with respect to any Person:

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

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

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

in all cases whether now existing or hereafter made.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Maturity Date” means November 22, 2010.

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

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

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

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

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

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

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

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

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

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

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

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

“Parent” means Pier 1 Imports, Inc.

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

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

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

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

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

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

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

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

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

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

“Permitted Disposition” means any of the following:

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

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

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

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

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

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

“Permitted Dividends” means:

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

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

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

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

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

“Permitted Encumbrances” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Permitted Indebtedness” means each of the following:

(a) Indebtedness created under the Loan Documents;

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

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

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

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

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

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

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

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

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

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

(l) Subordinated Indebtedness;

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

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

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

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

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

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

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

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

“Permitted Investments” means each of the following:

(a) Government Securities;

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

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

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

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

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

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

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

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

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

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

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

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

(n) Financial Hedges not for speculative purposes;

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

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

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

(r) Permitted Acquisitions; and

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

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

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

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

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

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

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

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

“Prepayment Event” means any of the following events:

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

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

“Prime Rate” means, for any day, the higher of: (a) the variable annual rate of interest then most recently announced by Bank of America, N.A. at its head office in Charlotte, North Carolina as its “Prime Rate”; and (b) the Federal Funds Effective Rate in effect on such day plus¹/2 of 1% (0.50%) per annum. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations thereof in accordance with the terms hereof, the Prime Rate shall be determined without regard to clause (b) of the first sentence of this definition, until the circumstances giving rise to such inability no longer exist. Any change in the Prime Rate due to a change in Bank of America’s Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in Bank of America’s Prime Rate or the Federal Funds Effective Rate, respectively.

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

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

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

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

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

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

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

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

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

“Reports” has the meaning provided in SECTION 8.13.

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

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

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

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any class of Capital Stock of a Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Capital Stock of a Person or any option, warrant or other right to acquire any Capital Stock of a Personprovided that “Restricted Payments “ shall not include any dividends payable solely in Capital Stock of a Loan Party.

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

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

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

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

“S&P” means Standard & Poor’s.

“SEC” means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 1.02Terms Generally.

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

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

SECTION 1.03Accounting Terms; GAAP.

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

ARTICLE II

Amount and Terms of Credit

SECTION 2.01Commitment of the Lenders.

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

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

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

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

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

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

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

SECTION 2.02Increase in Total Commitments

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

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

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

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

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

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

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

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

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

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

SECTION 2.03Reserves; Changes to Reserves.

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

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

SECTION 2.04Making of Loans.

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

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

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

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

SECTION 2.05Overadvances.

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

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

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

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

SECTION 2.06Swingline Loans

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

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

SECTION 2.07Notes.

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

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

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

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

SECTION 2.08Interest on Loans.

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

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

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

SECTION 2.09Conversion and Continuation of Revolving Credit Loans.

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

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

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

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

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

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

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

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

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

SECTION 2.10Alternate Rate of Interest for Revolving Credit Loans.

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

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

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

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

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

SECTION 2.11Change in Legality.

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

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

SECTION 2.12Default Interest.

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

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

SECTION 2.13Letters of Credit.

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.14Increased Costs.

(a) If any Change in Law shall:

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

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

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

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

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

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

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

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

SECTION 2.16Optional Prepayment of Loans; Reimbursement of Lenders.

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

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

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

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

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

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

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

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

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

SECTION 2.17Mandatory Prepayment; Commitment Termination; Cash Collateral.

The outstanding Obligations shall be subject to prepayment as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.18Cash Management.

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

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

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

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

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

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

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

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

(i) the sale of Inventory;

(ii) all proceeds of collections of Accounts;

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

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

(v) the proceeds of all credit card charges .

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

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

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

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

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

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

(i) Funds shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited, provided that notice of such deposit is available to the Collateral Agent by 2:00 p.m., Boston time, on that Business Day;

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

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

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

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

SECTION 2.19Fees.

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

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

(c) The Borrowers shall pay the Administrative Agent, for the account of the Lenders on the second day of each January, April, July and October, in arrears, a fee calculated on the basis of a 365 or 366 day year, as applicable, and actual days elapsed (each, a “Letter of Credit Fee”), equal to the following per annum percentages of the average face amount of the following categories of Letters of Credit outstanding during the three month period then ended:

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

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

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

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

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

SECTION 2.20Maintenance of Loan Account; Statements of Account.

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

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

SECTION 2.21Payments.

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

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

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

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

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

SECTION 2.22Settlement Amongst Lenders

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

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

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

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

SECTION 2.23Taxes.

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.24Mitigation Obligations; Replacement of Lenders.

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

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

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

SECTION 2.25Designation of Lead Borrowers as Borrowers’ Agent.

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

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

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

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

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

SECTION 2.26Security Interests in Collateral.

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

ARTICLE III

Representations and Warranties

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

SECTION 3.01Organization; Powers.

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

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

SECTION 3.02Authorization; Enforceability.

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

SECTION 3.03Governmental Approvals; No Conflicts.

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

SECTION 3.04Financial Condition.

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

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

SECTION 3.05Properties.

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

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

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

SECTION 3.06Litigation and Environmental Matters.

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

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

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

SECTION 3.07Compliance with Laws and Agreements.

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

SECTION 3.08Investment and Holding Company Status.

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

SECTION 3.09Taxes.

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

SECTION 3.10ERISA.

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

SECTION 3.11Disclosure.

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

SECTION 3.12Subsidiaries.

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

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

SECTION 3.13Insurance.

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

SECTION 3.14Labor Matters.

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

SECTION 3.15Security Documents.

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

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

SECTION 3.16Federal Reserve Regulations.

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

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

SECTION 3.17Solvency.

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

SECTION 3.18Licenses; Permits.

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

ARTICLE IV

Conditions

SECTION 4.01Closing Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE V

Affirmative Covenants

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

SECTION 5.01Financial Statements and Other Information.

The Lead Borrower will furnish to the Administrative Agent:

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 5.02Notices of Material Events.

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

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

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

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

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

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

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

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

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

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

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

SECTION 5.03Information Regarding Collateral.

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

SECTION 5.04Existence; Conduct of Business.

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

SECTION 5.05Payment of Obligations.

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

SECTION 5.06Maintenance of Properties.

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

SECTION 5.07Insurance.

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

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

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

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

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

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

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

SECTION 5.09Physical Inventories.

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

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

SECTION 5.10Compliance with Laws.

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

SECTION 5.11Use of Proceeds and Letters of Credit.

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

SECTION 5.12Additional Subsidiaries.

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

SECTION 5.13Further Assurances.

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

ARTICLE VI

Negative Covenants

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

SECTION 6.01Indebtedness and Other Obligations.

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

SECTION 6.02Liens.

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

SECTION 6.03Fundamental Changes

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

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

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

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

SECTION 6.05Asset Sales.

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

SECTION 6.06Restricted Payments; Certain Payments of Indebtedness.

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

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

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

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

SECTION 6.07Transactions with Affiliates.

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

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

SECTION 6.08Restrictive Agreements.

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

SECTION 6.09Amendment of Material Documents.

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

SECTION 6.10Fixed Charge Coverage Ratio.

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

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

SECTION 6.11Fiscal Year.

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

SECTION 6.12ERISA.

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

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

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

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

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

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

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

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

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

SECTION 6.13Environmental Laws.

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

SECTION 6.14Additional Subsidiaries.

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

SECTION 6.15Securitization Program Documents.

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

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

ARTICLE VII

Events of Default

SECTION 7.01Events of Default.

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

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

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

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

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

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

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

(g) a Change in Control shall occur;

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

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

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

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

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

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

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

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

(o) Any challenge by or on behalf of any other Person to the validity of any Loan Document or the applicability or enforceability of any Loan Document strictly in accordance with the subject Loan Document’s terms or which seeks to void, avoid, limit, or otherwise adversely affect any security interest created by or in any Loan Document or any payment made pursuant thereto, in each case, as to which an order or judgment has been entered materially adverse to the Agents and the Lenders;

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

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

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

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

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

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

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

SECTION 7.02Remedies on Default.

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

SECTION 7.03Application of Proceeds.

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

The Agents

SECTION 8.01Appointment and Administration by Administrative Agent.

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

SECTION 8.02Appointment of Collateral Agent.

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

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

SECTION 8.03Sharing of Excess Payments.

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

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

SECTION 8.04Agreement of Applicable Lenders.

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

SECTION 8.05Liability of Agents.

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

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

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

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

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

SECTION 8.06Notice of Default.

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

SECTION 8.07Credit Decisions.

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

SECTION 8.08Reimbursement and Indemnification.

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

SECTION 8.09Rights of Agents.

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

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

SECTION 8.10Notice of Transfer.

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

SECTION 8.11Successor Agents.

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

SECTION 8.12Relation Among the Lenders.

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

SECTION 8.13Reports and Financial Statements.

By signing this Agreement, each Lender:

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

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

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

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

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

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

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

SECTION 8.14Agency for Perfection.

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

SECTION 8.15Delinquent Lender.

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

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

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

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

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

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

ARTICLE IX

Miscellaneous

SECTION 9.01Notices.

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

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

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

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

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

SECTION 9.02Waivers; Amendments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(J) increase the Swingline Loan Ceiling.

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

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

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

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

SECTION 9.03Expenses; Indemnity; Damage Waiver.

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

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

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

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

SECTION 9.04Successors and Assigns.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 9.05Survival.

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

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

SECTION 9.06Counterparts; Integration; Effectiveness.

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

SECTION 9.07Severability.

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

SECTION 9.08Right of Setoff.

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

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

SECTION 9.09Governing Law; Jurisdiction.

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

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

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

SECTION 9.10WAIVER OF JURY TRIAL.

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

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

SECTION 9.11Press Releases and Related Matters.

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

SECTION 9.12Headings.

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

SECTION 9.13Interest Rate Limitation.

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

SECTION 9.14Additional Waivers.

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

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

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

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

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

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

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

113

SECTION 9.15Confidentiality.

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

SECTION 9.16Patriot Act.

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

114

SECTION 9.17Foreign Asset Control Regulations.

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

SECTION 9.18Judgment Currency.

If for the purpose of obtaining judgment in any court it is necessary to convert an amount due hereunder in the currency in which it is due (the “Original Currency”) into any other currency (the “Second Currency”), the rate of exchange applied shall be that at which, in accordance with normal banking procedures, the Administrative Agent could purchase in the New York foreign exchange market, the Original Currency with the Second Currency on the date two (2) Business Days preceding that on which judgment is given. Each Loan Party agrees that its obligation in respect of any Original Currency due from it hereunder shall, notwithstanding any judgment or payment in such other currency, be discharged only to the extent that, on the Business Day following the date the Administrative Agent receives payment of any sum so adjudged to be due hereunder in the Second Currency, the Administrative Agent may, in accordance with normal banking procedures, purchase, in the New York foreign exchange market, the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency so purchased or could have been so purchased is less than the amount originally due in the Original Currency, each Loan Party agrees as a separate obligation and notwithstanding any such payment or judgment to indemnify the Administrative Agent against such loss. The terms “rate of exchange” in this SECTION 9.18 means the spot rate at which the Administrative Agent, in accordance with normal practices, is able on the relevant date to purchase the Original Currency with the Second Currency, and includes any premium and costs of exchange payable in connection with such purchase.

[SIGNATURE PAGES FOLLOW]

115

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as a sealed instrument as of the day and year first above written.


		BORROWERS:

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

		By:

		Name:		Charles H. Turner
		Title:		Executive Vice President and CFO

		PIER 1 KIDS, INC.

		By:

		Name:		Paul D. Mihic
		Title:		President

		FACILITY GUARANTORS:

		PIER 1 IMPORTS, INC.

		By:

		Name:		Charles H. Turner
		Title:		Executive Vice President, CFO and Treasurer

		PIER 1 ASSETS, INC.

		By:

		Name:		Charles H. Turner
		Title:		Executive Vice President, CFO and Treasurer

		PIER 1 LICENSING, INC.

		By:

		Name:		Charles H. Turner
		Title:		Executive Vice President and CFO

S-1


		PIER 1 HOLDINGS, INC.

		By:

		Name:		Charles H. Turner
		Title:		Executive Vice President and CFO

		PIER 1 SERVICES COMPANY, a Delaware statutory trust

		By:		Pier 1 Holdings, Inc., Managing Trustee

		By:

		Name:		Charles H. Turner
		Title:		Executive Vice President and CFO

		PIER 1 VALUE SERVICES, LLC

		By:		Pier 1 Imports (U.S.), Inc., its sole member and manager

		By:

		Name:		Charles H. Turner
		Title:		Executive Vice President and CFO

S-2


				BANK OF AMERICA, N.A.
				As Administrative Agent, as Collateral Agent,
				as Swingline Lender, and as Lender

		By:
				Name: Stephen J. Garvin
				Title: Managing Director

				Address:
				40 Broad Street, 10th Floor
				Boston, Massachusetts 02109
				Attn: Stephen J. Garvin
				Telephone: (617) 434-9399
				Telecopy: (617) 434-4339

S-3


		WELLS FARGO RETAIL FINANCE, LLC,
		As Co-Syndication Agent and as Lender

		By:

		Name:

		Title:

		Address:
		Telephone:
		Telecopy:

		WACHOVIA BANK, NATIONAL ASSOCIATION,
		As Co-Syndication Agent and as Lender

		By:

		Name:

		Title:

		Address:
		Telephone:
		Telecopy:

		HSBC BANK USA, NA,
		As Co-Documentation Agent and as Lender

		By:

		Name:

		Title:

		Address:
		Telephone:
		Telecopy:

		JPMORGAN CHASE BANK, N.A.,
		As Co-Documentation Agent and as Lender

		By:

		Name:

		Title:

		Address:
		Telephone:
		Telecopy:

S-4


		GENERAL ELECTRIC CAPITAL CORPORATION,
		As Lender

		By:

		Name:

		Title:

		Address:
		Telephone:
		Telecopy:

		CITICORP USA, INC.,
		As Lender

		By:

		Name:

		Title:

		Address:
		Telephone:
		Telecopy:

		SUNTRUST BANK,
		As Lender

		By:

		Name:

		Title:

		Address:
		Telephone:
		Telecopy:

S-5

Exhibit A

Form of Assignment and Acceptance

Reference is made to the Credit Agreement dated as of November 22, 2005 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Facility Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) Wells Fargo Retail Finance, LLC and Wachovia Bank, National Association (the “Co-Syndication Agents”), (vii) HSBC Bank USA, NA and JPMorgan Chase Bank, N.A. (the “Co-Documentation Agents”), and (viii) the Lenders party thereto (the “Lenders”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

(the “Assignor”) and (the “Assignee”) agree as follows:

1.		The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations as a Lender under the Credit Agreement as of the date hereof which represents the applicable percentage interest(s) specified onSchedule I of all outstanding rights and obligations under the Credit Agreement (including, without limitation, such interest in each of the Assignor’s outstanding Commitments, if any, and the Obligations owing to it). After giving effect to such sale and assignment, the Assignor’s and the Assignee’s Commitments and the amount of the Loans owing to the Assignor and the Assignee and the amount of Letters of Credit participated in by the Assignor and the Assignee will be as set forth in Section 2 ofSchedule I.

2.		The Assignor (a) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and that it is legally authorized to enter into this Assignment and Acceptance; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in, or in connection with, the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant thereto.

3.		The Assignee (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.01 thereof and such other

		documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (b) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agents by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which, by the terms of the Credit Agreement, are required to be performed by it as a Lender; (e) represents and warrants that it is an Eligible Assignee and that it is legally authorized to enter into this Assignment and Acceptance; (f) specifies as its lending office (and address for notices) the office set forth beneath its name on the signature pages hereof; and (g) agrees that if the Assignee is a Foreign Lender entitled to an exemption from or reduction in withholding tax it shall deliver to the Lead Borrower and the Administrative Agent two copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or any subsequent versions thereof or successors thereto to establish its exemption from U.S. Federal withholding tax, or, in the case of a Foreign Lender claiming exemption from or reduction in U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, (i) a Form W-8BEN, or any subsequent versions thereof or successors thereto and (ii) a certificate representing that such Foreign Lender is not (A) a bank for purposes of Section 881(c) of the Code, (B) is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of any Loan Party and (C) is not a controlled foreign corporation related to the Loan Parties (within the meaning of Section 864(d)(4) of the Code)).

4.		Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent, unless otherwise specified onSchedule I hereto (the “Effective Date”).

5.		Upon such acceptance by the Administrative Agent and acceptance by the Lead Borrower (so long as no Event of Default has occurred and is continuing or the interest assigned by this Assignment and Acceptance is being assigned to another Lender or to an Affiliate of a Lender) and recording by the Administrative Agent, from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, shall have the rights and obligations under the Credit Agreement of a Lender thereunder, and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement, other than those relating to events or circumstances occurring prior to the Effective Date, and except as otherwise provided in Section 9.04 of the Credit Agreement.

6.		Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date directly between themselves.

7.		This Assignment and Acceptance shall be governed by, and be construed and interpreted in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the Effective Date set forth onSchedule I hereto.


		[ASSIGNOR]

		By:

		Name:

		Title:


		[ASSIGNEE]

		By:

		Name:

		Title:


		Lending Office (and address for notices):

		[Address]

Accepted this ___day
of ___,___

BANK OF AMERICA, N.A.,
as Administrative Agent



By:

Name:

Title:

Acknowledged and, to the extent required under the Credit Agreement, consented to, this ___ day of ,___

PIER 1 IMPORTS (U.S.), INC.,
as Lead Borrower



By:

Name:

Title:

Schedule I

Assignment and Acceptance

Dated ,_______


Section 1.

	Percentage Interest of Total Commitments:	%

Section 2.

	Assignor’s Commitment:	$

	Assignee’s Commitment:	$

	Aggregate Outstanding Principal Amount of Revolving Credit Loans Owing to Assignor:	$

	Aggregate Outstanding Principal Amount of Revolving Credit Loans Owing to Assignee:	$

	Aggregate Participations by Assignor in Letters of Credit:	$

	Aggregate Participations by Assignee in Letters of Credit:	$

Section 3.

	Effective Date:	, ___

Exhibit B

Form of Customs Broker Agreement

CUSTOMS BROKER AGENCY AGREEMENT



Name and Address of Customs Broker:







Dear Sir/Madam:

, a [corporation] [statutory trust] organized and existing under the laws of Delaware (the “Company”), among others, has entered into various financing agreements with Bank of America, N.A., a national banking association with offices at 40 Broad Street, Boston, Massachusetts 02109, as collateral agent (in such capacity, the “Collateral Agent”), for its own benefit and the benefit of certain other credit parties (the “Credit Parties”) which are making loans or furnishing other financial accommodations to the Company, pursuant to which agreements the Company, among others, has granted to the Collateral Agent, for its own benefit and the benefit of the other Credit Parties, a security interest in and to, among other things, all of the Company’s inventory, documents, bills of lading and other documents of title (the “Collateral”).

The Collateral Agent has requested that you (the “Customs Broker”) act as its agent for the limited purpose of more fully perfecting and protecting the interest of the Collateral Agent in such bills of lading, documents and other documents of title and in the inventory for which such bills of lading, documents, or other documents of title have been issued, and the Customs Broker has agreed to do so. This letter shall set forth the terms of the Customs Broker’s engagement.

1. Appointment of Customs Broker as Agent of Collateral Agent:The Customs Broker is hereby appointed as agent for the Collateral Agent to receive and retain possession of all bills of lading and airway bills (collectively, the “Title Documents”) heretofore or at any time hereafter issued for any inventory of the Company which are received by the Customs Broker for processing, such receipt and retention of possession being for the purpose of more fully perfecting and preserving the Collateral Agent’s security interests in the Title Documents and inventory.

2. Delivery of Title Documents; Release of Inventory:Until the Customs Broker receives written notification from the Collateral Agent to the contrary, the Customs Broker shall conduct its business on behalf of the Company in its normal course and is authorized by the Collateral Agent to, and the Customs Broker may, deliver:

(a) the Title Documents to the issuing carrier or to its agent for the purpose of permitting the Company, as consignee, to obtain possession or control of the inventory subject to such Title Documents; and

(b) the inventory, in each instance as directed by the Company.

3. Notice From Collateral Agent To Follow Collateral Agent’s Instructions:

Upon the Customs Broker’s receipt of written notification from the Collateral Agent, the Customs Broker shall thereafter follow the reasonable instructions of the Collateral Agent concerning the disposition of the Title Documents and the inventory and will not follow any instructions of the Company or any other person concerning the same.

4. Limited Authority:The Customs Broker’s sole authority with respect to the Collateral Agent is to receive and maintain possession of the Title Documents on behalf of the Collateral Agent and to follow the instructions of the Collateral Agent as provided herein. The Customs Broker shall have no authority as an agent of the Collateral Agent to undertake any action or to enter into any commitments on behalf of the Collateral Agent.

5. Expenses:The Collateral Agent shall not be obligated to compensate the Customs Broker for serving as agent hereunder, nor shall the Collateral Agent be responsible for any fees, expenses, customs, duties, taxes, or other charges relating to the Title Documents or the inventory. The Customs Broker acknowledges that the Company is solely responsible for payment of any compensation and charges which are to the Company’s account and for the payment of any fees, expenses, customs duties, taxes, or other charges which are, or may, accrue, to the account of the inventory. The Collateral Agent, at its option, may authorize the Customs Broker to perform specified services on behalf of the Collateral Agent, at mutually agreed rates of compensation, which shall be to the Collateral Agent’s account and payable to the Customs Broker by the Collateral Agent.

6. Term:

(a) In the event that the Customs Broker desires to terminate this Agreement, the Customs Broker shall furnish the Collateral Agent with thirty (30) days prior written notice of the Customs Broker’s intention to do so. During such thirty (30) day period (which may be shortened by notice to the Customs Broker from the Collateral Agent), the Customs Broker shall continue to act hereunder. The Customs Broker shall also cooperate with the Collateral Agent and execute all such documentation and undertake all such action as may be reasonably required by the Collateral Agent in connection with such termination; provided, however, that Customs Broker shall not incur any cost or expense with respect to such action. Such notice shall be given to the following address (or to such other address, written notice of which is given the Customs Broker by or on behalf of the Collateral Agent):

If to the Collateral Agent:

Bank of America, N.A.
40 Broad Street, 10^th Floor
Boston, Massachusetts 02109
Attention: Stephen Garvin
Re: Pier 1

(b) Except as provided in Section 6(a), above, this Agreement shall remain in full force and effect until the Customs Broker receives written notification from the Collateral Agent of the termination of the Customs Broker’s responsibilities hereunder.

[SIGNATURE PAGE FOLLOWS]

If the foregoing correctly sets forth our understanding, please indicate the Customs Broker’s assent below following which this letter will take effect as a sealed instrument.


		Very truly yours,

		COMPANY:



		By:

		Name:

		Title:

Agreed:

CUSTOMS BROKER:





By:

Name:

Title:


COLLATERAL AGENT:

BANK OF AMERICA, N.A.

By:

Name:

Title:

Signature Page to Customs Broker Agreement

Exhibit C

Notice of Borrowing

Date:


To:		Bank of America, N.A., as Administrative Agent 40 Broad Street, 10^th Floor Boston, Massachusetts 02109 Attention: Mr. Stephen Garvin

Re: Credit Agreement dated as of November 22, 2005 (as modified, amended, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Facility Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) Wells Fargo Retail Finance, LLC and Wachovia Bank, National Association (the “Co-Syndication Agents”), (vii) HSBC Bank USA, NA and JPMorgan Chase Bank, N.A. (the “Co-Documentation Agents”), and (viii) the Lenders party thereto (the “Lenders”) Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

Ladies and Gentlemen:

The Lead Borrower refers to the above described Credit Agreement and hereby irrevocably notifies you of the Borrowing requested below:

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

	2.		The aggregate amount of the proposed Borrowing is $ (which shall be in an integral multiple of $1,000,000.00, but not less than $5,000,000.00, in the case of LIBO Loans), which Borrowing consists of the following Types:


Type of Borrowing
(Prime Rate Loans or LIBO		Interest Period for LIBO
Loans)	Amount	Loans¹
	$	[1] [2] [3] [6] [12] months
	$	[1] [2] [3] [6] [12] months
	$	[1] [2] [3] [6] [12] months
	$	[1] [2] [3] [6] [12] months

Proceeds of the proposed Borrowing are to be disbursed to the following account(s):


¹		If no election of Interest Period is specified, such notice shall be deemed a request for an Interest Period of one (1) month.

The Lead Borrower hereby certifies that the following statements are true and correct on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:

(a) To the knowledge of the Responsible Officers, all representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith, except for those contained in SECTION 3.04(b), shall be true and correct in all material respects, except to the extent that the failure to be true and correct shall not have a Material Adverse Effect, on and as of the date of each Borrowing or the issuance of each Letter of Credit under the Credit Agreement with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date;

(b) To the knowledge of the Responsible Officers, no Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing; and

(c) After giving effect to the proposed Borrowing set forth in Section 2 above, there will be no more than seven (7) Borrowings of LIBO Loans outstanding under the Credit Agreement.


		Pier 1 Imports (U.S.), Inc., as Lead Borrower

		By:

		Name:

		Title:

Exhibit D

REVOLVING CREDIT NOTE


$		November 22, 2005

FOR VALUE RECEIVED, the undersigned (singly, a “Borrower”, and collectively, the “Borrowers”) jointly and severally promise to pay to the order of (hereinafter, with any subsequent holders, the “Lender”), c/o Bank of America, N.A., 40 Broad Street, Boston, Massachusetts 02109, the principal sum of , or, if less, the aggregate unpaid principal balance of Revolving Credit Loans made by the Lender to or for the account of any Borrower pursuant to the Credit Agreement dated as of November 22, 2005 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Facility Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) Wells Fargo Retail Finance, LLC and Wachovia Bank, National Association (the “Co-Syndication Agents”), (vii) HSBC Bank USA, NA and JPMorgan Chase Bank, N.A. (the “Co-Documentation Agents”), and (viii) the Lenders party thereto (the “Lenders”), with interest at the rate and payable in the manner stated therein.

This is a “Revolving Credit Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Revolving Credit Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Administrative Agent’s books and records concerning the Revolving Credit Loans, the accrual of interest thereon, and the repayment of such Revolving Credit Loans, shall be prima facie evidence of the indebtedness hereunder, absent manifest error.

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

Each Borrower, and each endorser and guarantor of this Revolving Credit Note, waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent and/or the Lender with respect to this Revolving Credit Note and/or any Collateral or any extension or other

indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Revolving Credit Note.

This Revolving Credit Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Lender and its successors, endorsees, and assigns.

The liabilities of each Borrower, and of any endorser or guarantor of this Revolving Credit Note, are joint and several,provided, however,the release by any Agent or the Lender of any one or more such Persons shall not release any other Person obligated on account of this Revolving Credit Note. Each reference in this Revolving Credit Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. No Person obligated on account of this Revolving Credit Note may seek contribution from any other Person also obligated except in accordance with the terms of Section 9.14(d) of the Credit Agreement.

THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

Each Borrower agrees that any suit for the enforcement of this Revolving Credit Note or any other Loan Document may be brought in the courts of the State of New York sitting in the Borough of Manhattan or any federal court sitting therein, as the Administrative Agent may elect in its sole discretion, and consents to the non-exclusive jurisdiction of such courts. Each Borrower hereby waives any objection which it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Borrower agrees that any action commenced by any Borrower asserting any claim or counterclaim arising under or in connection with this Revolving Credit Note or any other Loan Document shall be brought solely in a court of the State of New York sitting in the Borough of Manhattan or any federal court sitting therein, as the Administrative Agent may elect in its sole discretion, and consents to the exclusive jurisdiction of such courts with respect to any such action.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agents and the Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Revolving Credit Note, is relying thereon. EACH BORROWER, EACH GUARANTOR, ENDORSER AND SURETY, AND THE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF

AS WELL AS NOTICE OF NONPAYMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS REVOLVING CREDIT NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Borrowers have caused this Revolving Credit Note to be duly executed as of the date set forth above.


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

		By:

		Name:

		Title:


		PIER 1 KIDS, INC.

		By:

		Name:

		Title:

Exhibit E

SWINGLINE NOTE


$30,000,000.00		November 22, 2005

FOR VALUE RECEIVED, the undersigned (singly, a “Borrower”, and collectively, the “Borrowers”) jointly and severally promise to pay to the order of BANK OF AMERICA, N.A. (hereinafter, with any subsequent holders, the “Swingline Lender”), 40 Broad Street, Boston, Massachusetts 02109, the principal sum of THIRTY MILLION DOLLARS ($30,000,000.00), or, if less, the aggregate unpaid principal balance of Swingline Loans made by the Swingline Lender to or for the account of any Borrower pursuant to the Credit Agreement dated as of November 22, 2005 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Facility Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) Wells Fargo Retail Finance, LLC and Wachovia Bank, National Association (the “Co-Syndication Agents”), (vii) HSBC Bank USA, NA and JPMorgan Chase Bank, N.A. (the “Co-Documentation Agents”), and (viii) the Lenders party thereto (the “Lenders”), with interest at the rate and payable in the manner stated therein.

This is a “Swingline Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The principal of, and interest on, this Swingline Note shall be payable at the times, in the manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Administrative Agent’s books and records concerning the Swingline Loans, the accrual of interest thereon, and the repayment of such Swingline Loans, shall be prima facie evidence of the indebtedness hereunder, absent manifest error.

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

Each Borrower, and each endorser and guarantor of this Swingline Note, waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. Each Borrower assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by any Agent and/or the Swingline Lender with respect to this Swingline Note and/or any Collateral or any extension or other

indulgence with respect to any other liability or any collateral given to secure any other liability of any Borrower or any other Person obligated on account of this Swingline Note.

This Swingline Note shall be binding upon each Borrower, and each endorser and guarantor hereof, and upon their respective successors, assigns, and representatives, and shall inure to the benefit of the Swingline Lender and its successors, endorsees, and assigns.

The liabilities of each Borrower, and of any endorser or guarantor of this Swingline Note, are joint and several,provided, however,the release by any Agent or the Swingline Lender of any one or more such Persons shall not release any other Person obligated on account of this Swingline Note. Each reference in this Swingline Note to each Borrower, any endorser, and any guarantor, is to such Person individually and also to all such Persons jointly. No Person obligated on account of this Swingline Note may seek contribution from any other Person also obligated except in accordance with the terms of Section 9.14(d) of the Credit Agreement.

THIS SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

Each Borrower agrees that any suit for the enforcement of this Swingline Note or any other Loan Document may be brought in the courts of the State of New York sitting in the Borough of Manhattan or any federal court sitting therein, as the Administrative Agent may elect in its sole discretion, and consents to the non-exclusive jurisdiction of such courts. Each Borrower hereby waives any objection which it may now or hereafter have to the venue of any such suit or any such court or that such suit is brought in an inconvenient forum and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Borrower agrees that any action commenced by any Borrower asserting any claim or counterclaim arising under or in connection with this Swingline Note or any other Loan Document shall be brought solely in a court of the State of New York sitting in the Borough of Manhattan or any federal court sitting therein, as the Administrative Agent may elect in its sole discretion, and consents to the exclusive jurisdiction of such courts with respect to any such action.

Each Borrower makes the following waiver knowingly, voluntarily, and intentionally, and understands that the Agents and the Swingline Lender, in the establishment and maintenance of their respective relationship with the Borrowers contemplated by this Swingline Note, is relying thereon. EACH BORROWER, EACH GUARANTOR, ENDORSER AND SURETY, AND THE SWINGLINE LENDER, BY ITS ACCEPTANCE HEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SWINGLINE NOTE, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND WAIVES DUE DILIGENCE, DEMAND, PRESENTMENT AND PROTEST AND ANY NOTICES THEREOF AS WELL AS NOTICE OF NONPAYMENT. EACH PARTY HERETO

(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE CREDIT AGREEMENT AND THIS SWINGLINE NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Borrowers have caused this Swingline Note to be duly executed as of the date set forth above.


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

		By:

		Name:

		Title:


		PIER 1 KIDS, INC.

		By:

		Name:

		Title:

Exhibit F

Form of Credit Card Notification

CREDIT CARD NOTIFICATION
PREPARE ON BORROWER LETTERHEAD — ONE FOR EACH PROCESSOR

, 2005


To:		[Name and Address of Credit Card Processor] (the “Processor”)


		Re:		[Insert Name of Company]
				Merchant Account Number:

Dear Sir/Madam:

, a [corporation] [limited liability company] organized and existing under the laws of Delaware (the “Company”), has entered into various financing agreements with Bank of America, N.A., a national banking association with offices at 40 Broad Street, Boston, Massachusetts 02109, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of certain other credit parties (the “Credit Parties”), pursuant to which the Collateral Agent and the other Credit Parties may from time to time make loans or furnish certain other financial accommodations to the Company. The Company’s obligations on account of such loans and financial accommodations are secured by, among other things, all credit card charges submitted by the Company to the Processor for processing and the amounts which the Processor owes to the Company on account thereof (the “Credit Card Proceeds”).

Until the Processor receives written notification from the Collateral Agent that a Dominion Period has commenced, the Processor may follow the Company’s instructions with respect to the Credit Card Proceeds and other amounts due from the Processor to the Company. During any Dominion Period, all amounts as may become due from time to time from the Processor to the Company (including, without limitation, Credit Card Proceeds, payments from any reserve account or the like, or other payments) shall be transferred only as follows:

(a) [By ACH, Depository Transfer Check, or Electronic Depository Transfer to:



		ABA #
		For Credit to
		Account No. ]

(b)

As the Processor may be otherwise instructed from time to time in writing by an officer of the Collateral Agent.

The “Dominion Period” means each period which commences upon receipt by the Processor of written notice from the Collateral Agent in the form of Attachment I and which terminates upon receipt by the Processor of written notice from the Collateral Agent in the form of Attachment II.

Upon the written request of the Collateral Agent, a copy of each periodic statement issued by the Processor to the Company should be provided to the Collateral Agent at the following address (which address may be changed upon seven (7) days written notice given to the Processor by the Collateral Agent):

Bank of America, N. A.
40 Broad Street, 10^th Floor
Boston, Massachusetts 02109
Attention: Stephen Garvin
Re: Pier 1

The Processor shall be fully protected in acting on any order or direction by the Collateral Agent respecting the Credit Card Proceeds and other amounts without making any inquiry whatsoever as to the Collateral Agent’s right or authority to give such order or direction or as to the application of any payment made pursuant thereto,providedthat the Processor’s actions do not constitute gross negligence, bad faith or willful misconduct. Nothing contained herein is intended to, nor shall it be deemed to, modify the rights and obligations of the Company and the Collateral Agent under the terms of the loan arrangement and the loan documents executed in connection therewith between, among others, the Company and the Collateral Agent.

This letter may be amended only by the written agreement of the Processor, the Company and the Collateral Agent and may be terminated solely by written notice signed by an officer of the Collateral Agent. The Company shall not have any right to terminate this letter or, except as provided in this letter, amend it.


		Very truly yours,





		By:

		Name:

		Title:


cc:		Bank of America, N.A., as Collateral Agent

Attachment I


To:



Re:

		Merchant Account Number

Ladies and Gentlemen:

Reference is made to the Credit Card Notification dated as of by to you regarding the above described merchant account. In accordance with the Credit Card Notification, we hereby give you notice that a Dominion Period is in effect and of our exercise of control of the Credit Card Proceeds and other payments due from you to . We hereby instruct you to transfer funds as provided in the Credit Card Notification or otherwise in accordance with our instructions.


		Very truly yours,

		BANK OF AMERICA, N.A.



		Name:

		Title:

Attachment II


To:



Re:

		Merchant Account Number

Ladies and Gentlemen:

Reference is made to the Credit Card Notification dated as of by to you regarding the above described merchant account and the notice, dated , we delivered to you pursuant thereto. In accordance with the Credit Card Notification, we hereby give you notice that the Dominion Period we declared pursuant to such notice is terminated and is entitled to exercise control of the Credit Card Proceeds and other payments due from you to . We hereby instruct you to cease transfering funds as provided in the Credit Card Notification.


		Very truly yours,

		BANK OF AMERICA, N.A.




		Name:

		Title:

Exhibit G

Form of Private Label Receivable Notification

PRIVATE LABEL RECEIVABLE NOTIFICATION
PREPARE ON BORROWER LETTERHEAD

, 2005


To:



		Re: Pier 1 Imports (U.S.), Inc.

Dear Sir/Madam:

Until you receive written notification from the Collateral Agent that a Dominion Period has commenced, you may follow the Company’s instructions with respect to Credit Card Proceeds and other amounts due from you to the Company. During a Dominion Period, all amounts as may become due from time to time from you to the Company on account of the purchase of private label receivables shall to be transferred only as follows:

(a) [By ACH, Depository Transfer Check, or Electronic Depository Transfer to:



		ABA #
		For Credit to
		Account No. ]

(b)

As the Processor may be otherwise instructed from time to time in writing by an officer of the Collateral Agent.

Bank of America, N.A.
40 Broad Street, 10^th Floor
Boston, Massachusetts 02109
Attention: Stephen Garvin
Re: Pier 1

This Credit Card Notification may be amended only by the written agreement of the Processor, the Company and the Collateral Agent and may be terminated solely by written notice signed by an officer of the Collateral Agent. The Company shall not have any right to terminate this Credit Card Notification or, except as provided in this Credit Card Notification, amend it.


		Very truly yours,





		By:

		Name:

		Title:


cc:		Bank of America, N.A., as Collateral Agent

Attachment I


To:



Re:

		Merchant Account Number

Ladies and Gentlemen:


		Very truly yours,

		BANK OF AMERICA, N.A.




		Name:

		Title:

Attachment II


To:



Re:

		Merchant Account Number

Ladies and Gentlemen:


		Very truly yours,

		BANK OF AMERICA, N.A.



		Name:

		Title:

Exhibit H

Form of Blocked Account Agreement

BLOCKED ACCOUNT AGREEMENT

, 2005

Bank of America, N.A., as Collateral Agent
40 Broad Street, 10^th Floor
Boston, Massachusetts 02109
Attention: Stephen Garvin

Re: [Insert Name of Company]

Ladies and Gentlemen:

Background:

(a)

(herein the “Bank”) is advised as follows:

	(i)		Bank of America, N.A., a national banking association with offices at 40 Broad Street, Boston, Massachusetts 02109, is collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of certain other credit parties (the “Credit Parties”) which are making loans or furnishing other financial accommodations to , a [corporation] [limited liability company] organized and existing under the laws of Delaware (the “Company”), among others.

	(ii)		The Company’s obligations on account of such loans and financial accommodations are secured by the inventory and accounts receivable of the Company (the “Collateral”).

	(iii)		Pursuant to the terms of such financing, until the Bank receives written notification from the Collateral Agent that a Dominion Period has commenced, the Bank may follow the Company’s instructions with respect to the Collateral.

	(iv)		A “Dominion Period” means each period which commences upon receipt by the Bank of written notice from the Collateral Agent in the form of Attachment I and which terminates upon receipt by the Bank of written notice from the Collateral Agent in the form of Attachment II.

(b)

The Collateral Agent has been requested by the Company to allow the Company to deposit such cash proceeds in a special account at the Bank (the “Blocked Account”). The Collateral Agent has indicated that it would be agreeable to this special arrangement,provided that the Company’s right to withdraw from the

Blocked Account is limited as set forth below and that the Bank waives any banker’s lien, right of offset or the like which the Bank otherwise might have with respect to contents in the Blocked Account, except as otherwise provided herein.

Opening of Blocked Account:The Company and the Bank (with knowledge that the Collateral Agent’s continued financing of the Company will in part be in reliance on the Bank’s agreements and undertakings in this letter) hereby confirm to the Collateral Agent the following:

	(a)		That Account Number (which is the “Blocked Account”) has been set up by the Company with the Bank.

	(b)		That, until the Bank’s receipt of notice from the Collateral Agent in the form set forth in Attachment I (the “Attachment I Notice”), the Company shall have full access to the Blocked Account, including, without limitation, the right to make withdrawals therefrom, and the Bank may follow the Company’s instructions with respect to funds deposited in the Blocked Account.

	(c)		From and after receipt of the Attachment I Notice from the Collateral Agent, the Company shall no longer have the right to make withdrawals from the Blocked Account and, except as provided in Section 4 hereof, the only payments which may be drawn out of the Blocked Account shall be to the Collateral Agent’s order.

	(d)		That, except as provided in Section 4, the Bank will not exercise or claim any banker’s lien, right of offset or the like against the Blocked Account.

	(e)		That the Bank further waives and releases to the Collateral Agent any right or claim which the Bank may have in any of the funds deposited in the Blocked Account, except as provided in Section 4 hereof.

Transfer of Contents of Blocked Account To Collateral Agent:From and after the Bank’s receipt of the Attachment I Notice from the Collateral Agent, the Company and the Bank hereby agree that the Bank will initiate a wire or ACH transfer to the Collateral Agent, on each business day, of the then collected balance in the Blocked Account, net of any Account Charges owing to the Bank as provided in Section 4 herein. Such transfers shall be made to:

(a)

Bank of America, N.A.
ABA #
For Credit to
Account No.
Re:

(b)

As the Bank may be otherwise instructed from time to time in writing by an officer of the Collateral Agent.

4.		Returned Checks and Account Charges:The Bank may charge the Blocked Account for the amount of any returned checks deposited to the Blocked Account and for the Bank’s reasonable customary fees associated with the maintenance and operation of the Blocked Account (such amounts and fees referred to collectively herein as the “Account Charges”). If the funds in the Blocked Account are insufficient to cover the Account Charges, the Bank will notify the Collateral Agent and the Company, and the Company will promptly reimburse the Bank for the full amount of the Account Charges owing.

5.		Pledge of Blocked Account:As collateral security for the payment of all present and future liabilities, obligations, and indebtedness of the Company to the Collateral Agent and the other Credit Parties, the Company hereby assigns, pledges and transfers to the Collateral Agent, for its own benefit and the benefit of the other Credit Parties, all of its right, title and interest in and to the Blocked Account and all sums now or hereafter on deposit in or payable or withdrawable from said Blocked Account and any interest accrued or payable thereon. Upon the Attachment I Notice to the Bank from the Collateral Agent, the Collateral Agent shall have the full and irrevocable right, power, and authority to demand, collect, and withdraw all amounts due or to become due and payable under the Blocked Account and, at the Collateral Agent’s discretion, take any other action, including the transfer of said Blocked Account to the Collateral Agent’s own name, which the Collateral Agent deems necessary or appropriate to preserve or protect the security interest of the Collateral Agent and the other Credit Parties in the Blocked Account.

6.		Bank’s Acknowledgment of Pledge:The Bank hereby acknowledges notice of, and consents to, the provisions of Paragraph 5 hereof. The Bank further agrees that at all times it will make distributions from said Blocked Account only in the manner set forth in this letter.

7.		Bank Fully Protected:The Bank shall be fully protected in acting on any order or direction by the Collateral Agent respecting the Blocked Account without making any inquiry whatsoever as to the Collateral Agent’s right or authority to give such order or direction or as to the application of any payment made pursuant thereto. Nothing contained herein is intended to, nor shall it be deemed to, modify the rights and obligations of the Company and the Collateral Agent under the terms of the loan arrangement and the loan documents executed in connection therewith between, among others, the Company and the Collateral Agent.

8.		Notices: All notices under this letter shall be made to the following addresses by recognized overnight courier, by hand delivery or by facsimile transmission:

If to the Collateral Agent:

40 Broad Street, 10^th Floor
Boston, Massachusetts 02109
Attention: Stephen Garvin


		If to the Bank:




		Attention:

Termination of Agreement: This Agreement and the Blocked Account may be terminated by the Bank on sixty (60) days prior written notice to the Collateral Agent.

[SIGNATURE PAGE FOLLOWS]


		BANK:



		By:

		Name:

		Title:


COMPANY:



By:

Name:

Title:

The foregoing is accepted
and agreed to:

COLLATERAL AGENT:


BANK OF AMERICA, N.A.

By:

Name:

Title:

Signature Page to Blocked Account Agreement

Attachment I


To:


Re:

		Account Number

Ladies and Gentlemen:

Reference is made to the Blocked Account Agreement dated as of by to you regarding the above described account. In accordance with the Blocked Account Agreement, we hereby give you notice that a Dominion Period is in effect and of our exercise of control of the Collateral. We hereby notify you that the Collateral Agent has the full and irrevocable right, power, and authority to demand, collect, and withdraw all amounts due to become due and payable under the Blocked Account and, at the Collateral Agent’s discretion, take any other action, including the transfer of said Blocked Account to the Collateral Agent’s own name, which the Collateral Agent deems necessary or appropriate to preserve or protect the security interest of the Collateral Agent and the other Credit Parties in the Blocked Account.


		Very truly yours,

		BANK OF AMERICA, N.A.


		Name:

		Title:

Attachment II


To:


Re:

		Account Number

Ladies and Gentlemen:

Reference is made to the Blocked Account Agreement dated as of by to you regarding the above described account and the notice, dated , we delivered to you pursuant thereto. In accordance with Blocked Account Agreement, we hereby give you notice that the Dominion Period we declared pursuant to such notice is terminated and is entitled to exercise control of the Blocked Account Agreement and the other Collateral related thereto.


		Very truly yours,

		BANK OF AMERICA, N.A.


		Name:

		Title:

Exhibit I

Form of Compliance Certificate

COMPLIANCE CERTIFICATE


	Date of Certificate:

To:		Bank of America, N. A., as Administrative Agent
		40 Broad Street, 10^th Floor Boston,
		Massachusetts 02109
		Attention: Mr. Stephen Garvin

Reference is made to the Credit Agreement dated as of November 22, 2005 (as amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”), by and among (i) Pier 1 Imports (U.S.), Inc., for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto (collectively, with the Lead Borrower, the “Borrowers”), (ii) the Borrowers, (iii) the Facility Guarantors, (iv) the Administrative Agent, (v) the Collateral Agent, (vi) Wells Fargo Retail Finance, LLC and Wachovia Bank, National Association (the “Co-Syndication Agents”), (vii) HSBC Bank USA, NA and JPMorgan Chase Bank, N.A. (the “Co-Documentation Agents”), and (viii) the Lenders party thereto (the “Lenders”) Terms defined in the Credit Agreement are used herein as therein defined.

The undersigned, a duly authorized and acting Financial Officer of the Lead Borrower, hereby certifies to you, to the best of his/her knowledge and understanding, as follows:

No Default or Event of Default.

	(a)		Since (the date of the last similar certification) and except as set forth inAppendix I, no Default or Event of Default has occurred and is continuing.

	(b)		If a Default or Event of Default has occurred since (the date of the last similar certification), the Borrowers have taken or propose to take those actions with respect to such Default or Event of Default as described on saidAppendix I.

		(Note, if no Default or Event of Default has occurred, insert “Not Applicable”.)

2.		Average Daily Availability/Fixed Charge Coverage Ratio. The reasonably detailed calculations with respect to the Average Daily Availability and Consolidated Fixed Charge Coverage Ratio (if then being tested) for the Fiscal Month ending are attached hereto asAppendix II.

-1-

GAAP. The financial statements furnished to the Agent for the [Fiscal Year/Fiscal Quarter] ending were prepared in accordance with GAAP consistently applied and present fairly the consolidated financial condition of the Parent and its Subsidiaries at the close of, and the results of the Parent’s and its Subsidiaries’ operations and cash flows for, the period(s) covered, subject to, with respect to the quarterly financial statements, usual year end adjustments.

IN WITNESS WHEREOF, the Lead Borrower has duly executed this Compliance Certificate under seal as of the day of .


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

		By:

		Name:

		Title:

-2-

Appendix I to Compliance Certificate

Except as set forth below, no Default or Event of Default has occurred and is continuing. [If a Default or Event of Default has occurred and is continuing, the following describes the nature of the Default or Event of Default in reasonable detail and the steps, if any, being taken or contemplated by the Borrowers to be taken on account thereof.]

-3-

Appendix II to Compliance Certificate

The following is a calculation of the Availability, Average Daily Availability and Consolidated Fixed Charge Coverage Ratio for the Fiscal Month ending :

-4-

Exhibit J

Form of Borrowing Base Certificate

(See Attached)

Pier 1 Imports, Inc.

Cert. # [blank]

Borrowing Base Certificate — Month Ending [Date]

From:

To:

Eligible Accounts, as of

[Period Date]

Credit Card Receivables

Advance Rate

A/R Borrowing Base (a)

Eligible Inventory, as of

[Period Date]

Beginning Inventory

—

Add:

Purchases

—

Less:

Net Sales

—

Memo: Cost of Goods Sold

[$]

Inventory Adjustments

—

Adjustment Subtotal

—

Ending Inventory

—

Less:

Inventory Reserves

Loc #’s 151,136,204 (Stores impacted by Hurricane Katrina)

—

DC/Store Supplies

—

Claims and Damaged Goods

—

E-Commerce

—

Shrink Reserve — (0.60% of sales since prior physical)

—

Mexico

—

Canada (to be added to Eligibie Inventory upon completion of due diligence)

Ineligible Subtotal

—

Eligible Inventory

—

Advance Rate

L/C Inventory

—

Less:

Duplicative Inventory (orders which are landed prior to funding)

Expiry greater than seventy-five (75) days

Eligible L/C Inventory

—

In-Transit Inventory

Less:

DC Receipt Exceptions (0.50% of in-transit)

—

Receipt greater than forty-five (45) days of the date of determination

—

In Transit Adjustments

—

Eligible L/C & In-Transit Inventory

Advance Rate

Inventory Borrowing Base (b)

—

Less:

Availability Reserves

Landlord Liens (initially 2 months)

—

Landed Costs (4% of L/C’s+ In-Transit Inventory included in BBC)

—

Gift Certificates and Merchandise Credit (50%)

—

Customer Deposits

—

Canadian Preference Reserves [TBD]

—

Rent Preferences

Total Availability Reserves

Total Borrowing Base (sum of (a) plus(b) less Availability Reserves)

Subtotal

—

Total Borrowing Base (not to exceed $32 325 MM)

Availiability Calculation, as of

[Period Date]

Beginning Principal Loan Balance

Add:Prior day advance request

—

Less:Prior day paydown

—

Ending Principal Loan Balance

—

Add:Documentary LCs

—

Add:Standby LCs

Total Loan Balance Prior to Advance Request

—

Net Availability Prior to Advance Request

—

ADVANCE REQUEST

—

Availability after today’s advance request

—

The undersigned hereby certifies on behalf of the Borrowers, that the following statement, per SECTION 4.02 (b) of the Credit Agreement, is true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:

Authorized Signer

Schedules to the Credit Agreement

THE DISCLOSURE OF ANY MATTER OR ITEM IN THE FOLLOWING SCHEDULES
IS NOT AN ADMISSION THAT SUCH ITEM OR MATTER IS MATERIAL.

Schedule 1.1

Lenders and Commitments


Lender	Commitment		Commitment Percentage
Bank of America, N.A.	$	60,000,000.00		18.46	%
Wells Fargo Retail Finance, LLC	$	45,000,000.00		13.85	%
Wachovia Bank, National Association	$	45,000,000.00		13.85	%
HSBC Bank USA, NA	$	45,000,000.00		13.85	%
JPMorgan Chase Bank, N.A.	$	45,000,000.00		13.85	%
General Electric Capital Corporation	$	35,000,000.00		10.77	%
Citicorp USA, Inc.	$	25,000,000.00		7.69	%
SunTrust Bank	$	25,000,000.00		7.69	%

TOTAL	$	325,000,000.00		100	%

Schedule 1.2

Securitized program documents

Conformed Certificate Purchase Agreement among Pier 1 Funding, L.L.C., as Transferor, Pier 1 Imports (U.S.), Inc., as Servicer and JPMorgan Chase Bank (formerly Morgan Guaranty Trust Company of New York), as Administrative Agent dated September 4,2000 [2001]

1.		Supplemental Fee Letter dated September 4, 2001

2.		First Amendment Agreement dated June 17, 2003

3.		Supplemental Fee Letter dated June 17, 2003

4.		Fourth Amendment Agreement dated August 30, 2005

5.		Fifth Amendment Agreement dated September 7, 2005

6.		Supplemental Fee Letter dated September 7, 2005

7.		Supplemental Fee Letter dated September 19, 2005

Conformed Series 2001-1 Supplement dated September 4, 2001 to Pooling and Servicing Agreement dated February 12, 1997

1.		Second Amendment Agreement dated June 17, 2003

2.		Fourth Amendment Agreement dated February 22, 2005

3.		Fifth Amendment Agreement dated September 7, 2005

4.		Sixth Amendment Agreement dated September 19, 2005

Conformed Pooling and Servicing Agreement dated February 12, 1997

1.		Amendment No. 1 to Pooling and Servicing Agreement dated May 30, 1997

2.		Amendment No. 2 to Pooling and Servicing Agreement dated October 29, 1997

3.		Amendment No. 3 to Pooling and Servicing Agreement dated January 13, 1998

4.		Amendment No. 4 to Pooling and Servicing Agreement dated March 30, 2001

5.		Amendment No. 5 to Pooling and Servicing Agreement dated September 4, 2001

Receivable Purchase Agreement dated February 12, 1997

1.		Conformed Purchase Agreement between Pier 1 Imports (U.S.), Inc., as Seller and Pier 1 Funding, Inc. as Purchaser dated February 12, 1997

2.		Amendment No. 1 to Receivables Purchase Agreement dated May 30, 1997

3.		Amendment No. 2 to Receivables Purchase Agreement dated September 4, 2001

Schedule 1.3

Securitized program Subsidiaries

Pier 1 funding, LLC

Schedule 1.4

Material Domestic Subsidiaries

Pier 1 Imports, Inc., a Delaware corporation
Pier 1 Assets, Inc., a Delaware corporation
Pier 1 Licensing, Inc., a Delaware corporation
Pier 1 Holdings, Inc., a Delaware corporation
Pier 1 Services Company, a Delaware statutory trust
Pier 1 Value Services, LLC, a Virginia limited liability company

Schedule 1.5

Fiscal Calendar

(See Attached)

Pier 1 Imports

FY06

FY07

FY08

FY09

FY10

FY11

March

4/2/05

4/1/06

4/7/07

4/5/08

4/4/2009

4/3/2010

April

4/30/05

4/29/06

5/5/07

5/3/08

5/2/2009

5/1/2010

May*

5/28/05

5/27/06

6/2/07

5/31/08

5/30/2009

5/29/2010

June

7/2/05

7/1/06

7/7/07

7/5/08

7/4/2009

7/3/2010

July

7/30/05

7/29/06

8/4/07

8/2/08

8/1/2009

7/31/2010

August *

8/27/05

8/26/06

9/1/07

8/30/08

8/29/2009

8/28/2010

September

10/1/05

9/30/06

10/6/07

10/4/08

10/3/2009

10/2/2010

October

10/29/05

10/28/06

11/3/07

11/1/08

10/31/2009

10/30/2010

November *

11/26/05

11/25/06

12/1/07

11/29/08

11/28/2009

11/27/2010

December

12/31/05

12/30/06

1/5/08

1/3/09

1/2/2010

1/1/2011

January

1/28/06

1/27/07

2/2/08

1/31/09

1/30/2010

1/29/2011

February *

2/25/06

3/3/07

3/1/08

2/28/09

2/27/2010

2/26/2011


*		Represents quarter end

Schedule 1.8

Non-Material Domestic Subsidiaries

Pier 1 National Bank, a national banking association
Pier 1 Funding, LLC, a Delaware limited liability company
Pier Lease, Inc., a Delaware corporation
Pier-SNG, Inc., a Delaware corporation
PIR Trading, Inc., a Delaware corporation
Pier Group, Inc., a Delaware corporation

Schedule 1.9

Canadian Letters of Credit Indebtedness

Amounts

Beneficiary

(CAD$)

Issuer

LC#

Expiry

Enwin Utilities Ltd.

5,000.00

Bank Of Montreal

50219OS

2/18/2006

Hydro Mississauga

2,000.00

Bank Of Montreal

5975OS

9/24/2006

Enersource Hydro Mississagua

2,000.00

Bank Of Montreal

6215OS

10/31/2006

Greater Sudbury Hydro

4,500.00

Bank Of Montreal

6216OS

2/2/2006

City Treasurer, Saskatoon

2,000.00

Bank Of Montreal

6214OS

10/24/2006

Hydro One Networks Inc.

4,000.00

Bank Of Montreal

52076OS

5/17/2006

Whitby Hydro Electric

4,200.00

Bank Of Montreal

59530OS

11/17/2006

Enbridge Gas

2,300.00

Bank Of Montreal

61693OS

12/17/2006

Thunder Bay Hydro

3,000.00

Bank Of Montreal

90104OS

11/18/2006

Guelph Hydro

2,500.00

Bank Of Montreal

91147OS

12/7/2005

Hydro — Sherbrooke

5,000.00

Bank Of Montreal

94208OS

1/20/2006

Schedule 2.13 (A)

Existing Letters of Credit — Standby

Beneficiary

Amounts

Issuer

LC#

Expiry

Lumberman’s

5,100,000

Wells Fargo

NZS542208

4/30/2006

Zurich American

7,600,000

Wells Fargo

NZS542206

4/30/2006

Zurich American

8,400,000

Wells Fargo

NZS542205

4/30/2006

Zurich American

5,925,000

Wells Fargo

NZS542203

4/30/2006

Bank One

9,714,726

JPMorgan

CTCS-634277

12/15/2006

Bank One

9,714,726

JPMorgan

CTCS-634278

12/15/2006

Schedule 3.01

Organization; Powers

Pier 1 Imports (U.S.), Inc., a Delaware corporation (organization number0882743);
tax#75-1673348

Pier 1 Kids, Inc., a Delaware corporation (organization number3349294);
tax#75-2922964

Pier 1 Imports, Inc., a Delaware corporation (organization number2089773);
tax#75-1729843

Pier 1 Assets, Inc., a Delaware corporation (organization number2338045);
tax#75-2552025

Pier 1 Licensing, Inc., a Delaware corporation (organization number2338047);
tax#75-2552034

Pier 1 Holdings, Inc., a Delaware corporation (organization number2669059);
tax#75-2668764

Pier 1 Services Company, a Delaware statutory trust (organization number2669188);
tax#75-2668767

Pier 1 Value Services, LLC, a Virginia limited liability company (organization numberS053947);
tax#22-3776169

Schedule 3.05(a)

Title Exception

NONE

Schedule 3.05(c)(i)

Owned Real Estate


propid	City	State	Address - Line 1
0025	SAINT LOUIS	Missouri	9420 WATSON RD
0027	LAKE JACKSON	Texas	206 WEST HWY 332
0045	ATLANTIC BEACH	Florida	1071 ATLANTIC BLVD
0081	WESTPORT	Connecticut	950 POST RD E
0102	BISMARCK	North Dakota	715 SOUTH WASHINGTON ST
0193	DENVER	Colorado	4401 EAST EVANS
0206	ALBUQUERQUE	New Mexico	6670 INDIAN SCHOOL RD NE
0266	MORROW	Georgia	1506 SOUTHLAKE PKWY
0298	SIOUX CITY	Iowa	4265 SERGEANT RD
0314	TAMPA	Florida	702 EAST FOWLER AVE
0316	WAUKEGAN	Illinois	780 LAKEHURST RD
0352	CHARLOTTE	North Carolina	4729 SOUTH BLVD
0395	AUSTIN	Texas	5789 AIRPORT BLVD
0633	SAN ANTONIO	Texas	7080 SAN PEDRO AVE
0782	SAINT LOUIS	Missouri	7320 SOUTH LINDBERGH BLVD
0839	AUGUSTA	Georgia	3422 WRIGHTSBORO RD
0845	CLARKSVILLE	Tennessee	2819 WILMA RUDOLPH BLVD
0851	INDEPENDENCE	Missouri	4243 SOUTH NOLAND RD
0862	VALLEJO	California	900 ADMIRAL CALLAGHAN LANE
0885	FAIRFIELD	California	1545 HOLIDAY LN
6041	MANSFIELD	Texas	2200 HERITAGE PKWY
6031	St. Charles	Illinois	609 S KIRK ROAD

Schedule 3.05(c)(ii)

Leased Real Estate

(See Attached)

Schedule 3.05(c)(ii)

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0001

MERRITT ISLAND

Florida

780 EAST MERRITT ISLAND CSWY

UNIT 5

Merritt Square Marketplace Associates

0002

MEMPHIS

Tennessee

3115 WALNUT GROVE RD

ELLIS, LOUISE KIRBY

0007

CHULA VISTA

California

3001 BONITA RD

Bonita Gateway, LLC, a California limited liability company

0008

PACIFIC GROVE

California

490 LIGHTHOUSE AVE

JOSEPH S. COOK

0010

TAMPA

Florida

2351 EAST FOWLER AVE

SJS-2301 Fowler Ave., L.P.

0011

GREENSBURG

Pennsylvania

1135 EAST PITTSBURGH STREET

Commerce Limited Partnership #9305

0012

TOTOWA

New Jersey

562 RTE 46

R 46 Realty Associates, L.P.

0013

VERO BEACH

Florida

5980 20TH ST

KRG Indian River, LLC

0014

MONTCLAIR

California

5440 MORENO ST

Montclair Towers, LLC

0015

MEDFORD

Oregon

3425 CRATER LAKE HWY

PERPAP PARTNERSHIP (See memo below for complete LL name)

0019

REDFORD

Michigan

9377 TELEGRAPH RD

Bradley Operating Limited Partnership, a Delaware limited partner

0020

ANNAPOLIS

Maryland

2087 WEST ST

BRISTOL RIVA/WEST L.L.C.

0021

SCOTTSDALE

Arizona

8606 EAST SHEA BLVD

Regency Retail Corporation, a Florida corporation

0022

KING OF PRUSSIA

Pennsylvania

COURTSIDE SQ 140 ALLENDALE RD

SUITE 100

CMW INVESTMENTS LTD.*

0023

CHICAGO

Illinois

1350 NORTH WELLS ST

COBBLER SQUARE

Equity Residential Properties Management Corp.

0026

MOUNT PLEASANT

South Carolina

1128 MARKET CENTER BLVD

G & I III Mount Pleasant LLC

0028

METAIRIE

Louisiana

800 METAIRIE RD

SUITE B

STEWART/STIRLING ONE, L.L.C.

0029

NORMAN

Oklahoma

200 NORMAN CENTER CT

CINLOT L.L.C.

0030

REDMOND

Washington

7231 170TH AVE NE

PPR Redmond Retail LLC, a Delaware limited liability company

0031

MANASSAS

Virginia

8105 SUDLEY RD

Westgate Shopping Center, LLC, a Delaware limited liability compa

0032

PARKER

Colorado

18721-B EAST PONDEROSA DR

PMP Phase II Company, LLC

0033

WEST PALM BEACH

Florida

2041 ZIP CODE PLACE

Lewis Bass & Gladys Bass

0034

PASADENA

Maryland

8140 RITCHIE HWY

FINE AND GREEN PARTNERSHIP

0036

JACKSONVILLE

Florida

9047 SOUTHSIDE BLVD

Shopping Center Equities, Inc.

0037

LITTLETON

Colorado

5066 SOUTH WADSWORTH BLVD

SUITE 124

Marston Park Plaza LLC

0041

FORT COLLINS

Colorado

4336 SOUTH COLLEGE AVE

GS 92-2 PAVILION LIMITED LIABILITY CO.

0042

HORSEHEADS

New York

1 ARNOT RD

David Lubin & Mark Weiermille(See memo below for complete LL name

0043

TOWSON

Maryland

1 EAST JOPPA RD

SUITE 150

Towson Circle LLC

0044

HOUSTON

Texas

1927 WEST GRAY

1927 West Gray Partners, Ltd., a Texas limited partnership

0046

HOLLAND

Michigan

2308 NORTH PARK DR

Harvey A. Tolson

0047

GASTONIA

North Carolina

3734 EAST FRANKLIN BLVD

E & A Franklin Square Limited Partnership, a South Carolina L.P.

0048

WEST LEBANON

New Hampshire

254 PLAINFIELD RD

Peter E. Johnson Building Supplies, Inc.

0049

BURLINGTON

Washington

1220 S BURLINGTON BLVD

Nelsen Burlington, LLC

0050

RAPID CITY

South Dakota

2220 HAINES AVE

P-1 Rapid City Investors, Inc.

0051

CITRUS HEIGHTS

California

6245 SUNRISE BLVD

6245 Sunrise Boulevard L.L.C.

0052

DEERFIELD BEACH

Florida

924 SOUTH FEDERAL HWY

Reliance Enterprises

0053

GREENWICH

Connecticut

225 GREENWICH AVE

KELESHIAN, EDNA

0054

CINCINNATI

Ohio

9950 WATERSTONE BLVD

Commercial Net Lease Realty, Inc.

0055

MIDLAND

Texas

3001 WEST LOOP 250N

SUITE F101

U.S. Realty Financial Corp.

0056

PORTLAND

Oregon

5331 SW MACADAM

SUITE 28

Water Tower Associates, LLC

0057

OMAHA

Nebraska

7405 DODGE ST

Margaret Houlihan, Trustee of the Katherine J. O’Brien Trust

0058

HOUSTON

Texas

5650 FM 1960

Smith, Jim R.

0059

ANDERSON

Indiana

5335 SCATTERFIELD RD

SCATTERFIELD ROAD ASSOCIATES L.L.C.

0060

WEBSTER

Texas

1020 WEST NASA RD 1

H&R Property Corp., a Delaware corporation

0061

CARLE PLACE

New York

216 GLEN COVE

Glen Plaza Associates

0063

FAIRLESS HILLS

Pennsylvania

630 COMMERCE BLVD

OXFORD VALLEY ROAD ASSOCIATES

0064

ANAHEIM

California

8156 EAST SANTA ANA CANYON RD

OTR, an Ohio general partnership acting as the duly authorized

0065

CARY

North Carolina

1819 WALNUT ST

ACV Pier Cary, LLC

0068

OVERLAND PARK

Kansas

7076 WEST 105TH ST

FOR 1031 Metcalf LLC

0069

ROCKY MOUNT

North Carolina

1472 JEFFREYS ROAD

Mach One, et al (see memo below)

0070

DALLAS

Texas

5427 WEST LOVERS LN

INTERCITY INVESTMENT, INC.

0071

HARRISBURG

Pennsylvania

5104 JONESTOWN RD

Haven Harrisburg, LLC

0072

CHICAGO

Illinois

651 WEST DIVERSEY

ROSEN, ALVIN, ROSEN, ORVILLE

0075

ROCKWALL

Texas

2707 MARKET CENTER DR

SPM/WRI Rockwall, L.P.

0076

PALM SPRINGS

Florida

3319 SOUTH CONGRESS AVE

Philips Lakeworth, L.P. and 417 Lake Worth 1998 L.P.

0077

PARAMUS

New Jersey

723 RTE 17 S

Gabrellian Associates

0080

IRVING

Texas

7805 N MACARTHUR

SUITE 110

Twinrose Retail Partners MacArthur, LP, a Texas limited partnership

0082

NEWARK

Delaware

400 CENTRE BLVD

PR CHRISTIANA, LLC, a Delaware limited liability company

0083

MARIETTA

Georgia

1401 JOHNSON FERRY RD

SUITE 172

Kimsouth MMC, LLC, a Delaware limited liability company

0084

OMAHA

Nebraska

12355 WEST CENTER RD

SELDIN PROPERTIES

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0086

HAMILTON

920 UPPER WENTWORTH ST

LANDAWN SHOPPING CENTERS LIMITED

0087

ATLANTA

Georgia

2298 PEACHTREE RD NW

Peachtree, et al (see memo below)

0088

SOLON

Ohio

6025 KRUSE DR

SUITE 156

GS II Uptown Solon LLC, a Delaware limited liability company

0090

AUSTIN

Texas

9828 GREAT HILLS TRAIL

#700

Great Hills Retail, Inc.

0091

SANDUSKY

Ohio

5020 MILAN RD

Fred Vogel Properties II LLC & Jill Vogel Properties I, LLC

0092

SALINAS

California

1520 NORTH MAIN ST

Salinas Shopping Center (see memo below)

0093

DULUTH

Georgia

2131 PLEASANT HILL RD

SUITE 154

Glenwood Lotz Mall Corners Holding Company, L.L.C., a Georgia lim

0094

FAIRBORN

Ohio

2781-A CENTRE DR

MV-RG II

0095

ROANOKE

Virginia

4952 VALLEY VIEW BLVD NW

JACOB & ROSE KASIRER FAMILY TRUST

0097

ATLANTA

Georgia

4776 ASHFORD DUNWOODY RD

REGENCY RETAIL PARTNERSHIP, L.P.

0099

GRAPEVINE

Texas

1270 WILLIAM D TATE AVE

SUITE 300

Grapevine/Tate Corner Limited Partnership

0101

HOUMA

Louisiana

1556 MARTIN LUTHER KING BLVD

Kimco Houma 274, LLC

0103

SKOKIE

Illinois

9701 NORTH SKOKIE BLVD

Inland Shops at Orchard Place, L.L.C., a Delaware limited liability

0104

HARRISONBURG

Virginia

1866-A EAST MARKET ST

Market Place Shops, LLC

0105

LAREDO

Texas

7509 SAN DARIO AVENUE

WRI Trautmann, L.P.

0106

REYNOLDSBURG

Ohio

2716 BRICE RD

Galileo Apollo I Sub LLC

0107

SAN FRANCISCO

California

555 9TH ST

SUITE B-4

IH Partners, L.P. & SPI/TSA St. Petersburg, LLC

0108

FRANKLIN

Tennessee

1761 GALLERIA BLVD

ACV Pier Franklin, LLC

0110

HELENA

Montana

1609 11TH AVE

SUITE F

Rex C. Short Development Company

0111

WINCHESTER

Virginia

2290 LEGGE BLVD

PDK-Winchester, L.C., a Virginia limited liability company

0112

SACRAMENTO

California

1555 FULTON AVE

BEULAH ADAMS TRUST

0113

DALLAS

Texas

138 MEDALLION CENTER

NATIONSBANK OF TEXAS, N.A., TRUSTEE OF THE W.W. CARUTH, JR. FOUND

0114

NILES

Ohio

5580 YOUNGSTOWN-WARREN RD

SUITE 11

Maple Leaf Expansion, Inc., an Ohio corporation

0115

NEW ORLEANS

Louisiana

5300 TCHOUPITOULAS ST

SUITE E

Shadrall Associates

0116

ALBANY

New York

120 WOLF RD

John Cerone, Jr. and Salvatore R. Beltrone, d/b/a

0117

BROOKLINE

Massachusetts

1351 BEACON ST

WEBSTER TRUST — BERNARD SINGER AND ABRAM SALTER, TRUSTEES

0118

HENDERSON

Nevada

1419 WEST SUNSET

1425-1445 W. Sunset Road, LLC, a Nevada limited liability company

0119

SAN DIEGO

California

3220 SPORTS ARENA BLVD

CITY OF SAN DIEGO

0120

BOWIE

Maryland

4410 MITCHELLVILLE RD

Merchants’ Fund, Inc.

0122

DEARBORN

Michigan

22501 MICHIGAN AVE

Newman Holdings, L.L.C., a Michigan limited liability company

0123

SAN DIEGO

California

1735 HANCOCK ST

Teresa Rosa Villa, Trustee, or any successor trustee, of the **

0124

TULSA

Oklahoma

5255 SOUTH SHERIDAN

Farm Properties, Inc.

0125

EMERYVILLE

California

5719 CHRISTIE AVENUE

Regency Centers L.P.

0126

WATERTOWN

New York

21220 PIONEER PLAZA DR

Salmon Run Plaza LLC

0128

KNOXVILLE

Tennessee

2908 KNOXVILLE CENTER DRIVE

Commercial Net Lease Realty, Inc.

0129

CORAL GABLES

Florida

1224 SOUTH DIXIE HWY

GROSSMAN, LOUIS

0132

LOUISVILLE

Kentucky

4165 SHELBYVILLE RD

Locke Plaza, LLC

0135

COSTA MESA

California

2710 HARBOR BLVD

Cal Pox, Inc., a California corporation

0136

METAIRIE

Louisiana

8832 VETERANS MEMORIAL HWY

Nan Rosenberg Family Limited Partnership, a Louisiana limited par

0140

RIVERSIDE

California

3784 TYLER STREET

Magnolia-Tyler Center LLC

0141

NASHVILLE

Tennessee

21 WHITE BRIDGE RD

Post Square Shopping Center

0142

MARINA DEL REY

California

4786 ADMIRALTY WAY

Marina Waterside, LLC, California limited liability company

0143

VIENNA

West Virginia

607 GRAND CENTRAL AVE

601 Plaza, L.L.C., a West Virginia limited liability company

0144

BOURBONNAIS

Illinois

1660 NORTH STATE RTE 50

Pantos Family LLC VI

0145

LONDON

94 FANSHAWE PK RD E

RIOCAN HOLDINGS, INC.

0146

AUBURN

Massachusetts

460 SOUTHBRIDGE ST

AUBURN VILLAGE LIMITED PARTNERSHIP

0147

NORTH DARTMOUTH

Massachusetts

36 FAUNCE CORNER ROAD

PR NORTH DARTMOUTH LLC

0148

READING

Pennsylvania

1040 BERKSHIRE BLVD

READING RETAIL ASSOCIATES, LTD.

0149

PORTAGE

Michigan

6762 SOUTH WESTNEDGE

Carillon, LLC, a Michigan limited liability company

0150

OLIVETTE

Missouri

9656 OLIVE BLVD

OLIVETTE ASSOCIATES, A LTD PARTNERSHIP

0151

ELIZABETHTOWN

Kentucky

1820 N DIXIE HWY

Parkmall, et al (see memo below)

0153

CULVER CITY

California

11140 JEFFERSON BLVD

S & P COMPANY, A CALIFORNIA CORP

0154

DILLON

Colorado

288 DILLON RIDGE ROAD

Dillon Ridge Marketplace, LLC

0155

DAVIE

Florida

3470 SOUTH UNIVERSITY DR

UNIVERSITY ASSOCIATES LTD

0157

SAINT PAUL

Minnesota

733 GRAND AVE

Ronald Patrick Smith

0158

LANCASTER

Pennsylvania

806 PLAZA BLVD

FORT WORTH ASSOCIATES

0160

MONROEVILLE

Pennsylvania

4201 WM PENN HWY

RMWZ, et al (see memo below)

0162

WESTMINSTER

Maryland

405 NORTH CENTER ST

SUITE 13

Cranberry Retail, Inc.

0164

DESTIN

Florida

4424 COMMONS DR. EAST, STE 1-A

Paradise Destin, Ltd., a Florida limited partnership

0166

GRAND FORKS

North Dakota

2830 SOUTH COLUMBIA RD

FILL ENTERPRISES, LLC

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0167

RANCHO SANTA MARGARI

California

30451 AVENIDA DE LAS FLORES

K & G/Marketplace, LLC

0168

SANTA BARBARA

California

928 STATE ST

LEONARD VERNON, TRUSTEE OF THE VERNON FAMILY TRUST

0169

CLIFTON PARK

New York

304 CLIFTON PARK CENTER RD

CCM PAD PARTNERS-I, LLC

0170

TEXARKANA

Texas

3325 MALL DR

GG&A Central Mall Partners, L.P.

0171

NEPEAN

1595 MERIVALE ROAD

ADMNS Meadowlands Investment Corporation

0172

VICTORVILLE

California

12429 MARIPOSA RD

PIR-VV EQUITIES, LTD.

0174

SEATTLE

Washington

15725 WESTMINSTER WAY

Aurora Square 98, LLC

0177

HAMPTON

Virginia

1045 WEST MERCURY BLVD

U.S.A. Assets Two, Inc.

0178

IDAHO FALLS

Idaho

2275 EAST 17TH ST

Kenwood Development, L.C.

0179

KINGSTON

New York

101 FRANK SOTILE BLVD

Hudson Valley Newco LLC

0181

AUSTIN

Texas

14010 US HWY 183N

SUITE 200

Lakeline Crossing, Ltd.

0184

HOUSTON

Texas

6815 HWY 6N

Copperwood Shopping Center, L.P.

0185

CHEVY CHASE

Maryland

6801 WISCONSIN AVE

M & G, LLC

0186

PITTSBURGH

Pennsylvania

1630 WASHINGTON RD., STE. 1

1600 Washington Road Associates

0187

LOS ANGELES

California

10984 SANTA MONICA BLVD

Stone

0187a

LOS ANGELES

California

10984 SANTA MONICA BLVD

Broad/Main LLC

0188

MORGANTOWN

West Virginia

750 VENTURE DR

Inland Southeast Morgantown, L.L.C., a Delaware limited liability

0190

DEL MAR

California

2671 VIA DE LA VALLE

Mabee Family Trust

0191

LOS ANGELES

California

5711 HOLLYWOOD BLVD

GB Pier Hollywood, LLC

0192

DOTHAN

Alabama

200 BUYERS DR

ENRO REALTY COMPANY

0194

ROYAL OAK

Michigan

31800 WOODWARD AVE

GF Pier Royal Oak, LLC

0195

DEDHAM

Massachusetts

695 PROVIDENCE HWY

FEDERAL REALTY INVESTMENT TRST.

0196

ALISO VIEJO

California

26771 ALISO CREEK RD

Davos, LLC

0197

FAYETTEVILLE

North Carolina

575 CROSS CREEK MALL

ACV Pier Fayetteville, LLC

0198

CINCINNATI

Ohio

867-A EASTGATE NORTH DR

Portfolio Properties — I, Ltd., an Ohio limited liability company

0199

SANTA MONICA

California

3000 WILSHIRE BLVD

PUBLIC STORAGE, INC.

0200

BUFFALO

New York

495 ELMWOOD AVE

Elmwood Save-Rite, Inc., a New York Corporation

0203

TOPEKA

Kansas

1930 SW WANAMAKER RD

Gunning Investments, LLC

0204

HATTIESBURG

Mississippi

1000 TURTLE CREEK DR

SUITE 4

Realty Income Corporation

0205

DES MOINES

Iowa

1301 EAST ARMY POST RD

SDG MACERICH PROPERTIES, L.P.

0207

PALM BEACH GARDENS

Florida

2690 PGA BLVD

PGA PLAZA

MDC PGA Plaza, LLC, a Florida limited liability company

0208

CHICAGO

Illinois

2862-2902 NORTH ASHLAND AVE

BLDG E

Handler-Wells Joint Venture, L.L.C.

0209

MERRIAM

Kansas

5750 ANTIOCH RD

DDR MDT Merriam Town Center LLC

0210

LANCASTER

Ohio

2015 SCHORRWAY DR

Realty Income Corporation

0211

FAYETTEVILLE

Georgia

130 PAVILLION PKWY

Inland Southeast Fayette I and II, L.L.C., a Delaware limited lia

0212

WICHITA FALLS

Texas

4400 KEMP BLVD

Pantos Family LLC VIII, a Michigan limited liability company

0213

KENNEWICK

Washington

1232 NORTH COLUMBIA CTR BLVD

ACV Pier Kennewick, LLC

0216

ROCKY RIVER

Ohio

19707 CENTER RIDGE RD

WALD & FISHER, INC.

0217

DOWNERS GROVE

IIlinois

1230 WEST 75TH ST

American National Bank and Trust Company of Chicago, as **

0218

NOTTINGHAM

Maryland

8165-A HONEYGO BLVD

The Avenue at White Marsh, L.L.C.

0219

BILLINGS

Montana

2395 ROSEBUD

Kenwood Development, L.C.

0220

LYNNWOOD

Washington

2617 196TH ST SW

SUITE A

Alderwood Parkway Plaza II, L.L.C.

0222

SAN ANTONIO

Texas

18120 US 281 N

Northwoods Center, Inc.

0223

AVENEL

New Jersey

1000 ST. GEORGE AVE

Colonia Investment Corp.

0224

NEW BERN

North Carolina

2033 S GLENBURNIE RD

Thomas F. Webb (see Business Register Memo)

0225

BOYNTON BEACH

Florida

320 NORTH CONGRESS AVE

E&A Acquisition Two Limited Partnership, a Delaware limited partn

0226

GRAND ISLAND

Nebraska

3415 WEST STATE ST

SUITE A

Donald D. Mehring, et al (see memo below)

0227

CINCINNATI

Ohio

8063 MONTGOMERY RD

JIM R. SMITH

0228

SECAUCUS

New Jersey

700 PLAZA DR

Harmon Meadow Plaza, Inc.

0229

ATLANTA

Georgia

1544 PIEDMONT RD

Selig Enterprises, Inc., a Georgia corporation

0231

RICHMOND

Virginia

7496 WEST BROAD ST

Mark A. Stemheimer

0232

TOLEDO

Ohio

5203 MONROE ST

HELBERG COMPANY, LLC

0233

ARVADA

Colorado

5230 WADSWORTH BYPASS

Inland Southwest Management, LLC

0234

HUNTINGTON BEACH

California

18501 MAIN ST

SHER FIVE POINTS

0235

WALNUT CREEK

California

2099 MT DIABLO BLVD

Big Sable Investments, Ltd.

0236

STUDIO CITY

California

12110 VENTURA BLVD

Celia Wolfe Trustee of the Wolfe Family Trust, Marital Trust A

0239

HOUSTON

Texas

2501 RICE BLVD

Tommy J. Friedlander, Gary S. Friedlander, Lori F. Cohen, ***

0240

PLANO

Texas

1805 PRESTON RD

SUITE A

The Prudential Insurance Company of America, a New Jersey corpora

0241

AJAX

90 KINGSTON RD E

UNIT 2

Durham Holdings Limited

0244

LAS CRUCES

New Mexico

3020 EAST LOHMAN AVE

FS Laguna Seca I, LLC, a Delaware limited liability company

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0245

RICHMOND

Virginia

8278 MIDLOTHIAN TURNPIKE

ADKINS, JAMES

0246

BEDFORD HILLS

New York

792 BEDFORD ROAD

792 North Bedford Road, LLC

0247

SAN MATEO

California

2003 CHESS DR

Westlake Bridgepointe, LLC, a Delaware limited liability company

0249

GLENDALE

Wisconsin

6010 NORTH PORT WASH RD

Harold N. and Edna Seemann, Living Trust U/A dated 08/11/92

0250

SAN JOSE

California

1009 BLOSSOM HILL RD

Siegel Pier 1, LLC

0251

EAST SYRACUSE

New York

5788 BRIDGE ST

Greenberg Realty, LLC

0252

MADISON

Wisconsin

1902 WEST BELTLINE HWY

George A, Fait

0253

TONAWANDA

New York

1650 NIAGARA FALLS BLVD

Augusto Development Corp.

0254

CHERRY HILL

New Jersey

606 HADDONFIELD RD

Haven Cherry Hill, LLC

0255

GREEN BAY

Wisconsin

2281 SOUTH ONEIDA ST

Briken LLC

0256

BEAVERTON

Oregon

9307 SW BEAVERTON-HLSDALE

MITCHELL BROS. TERMINAL CO.

0257

MCALLEN

Texas

614 EAST EXPRESSWAY 83

MCALLEN-83-MCCOLL, INC., A TX. CORP.

0258

LIMA

Ohio

2345 ELIDA RD

HENSON PROPERTIES

0259

WOBURN

Massachusetts

425 WASHINGTON ST

Kohl’s Department Stores, Inc.

0261

SILVERDALE

Washington

3235 NW PLAZA ST

DHJ Pier Silverdale, LLC

0262

ROLLING HILLS ESTATE

California

22 PENINSULA CENTER

Principal Life Insurance Company

0263

ARDMORE

Pennsylvania

317 W LANCASTER AVE

KSMM Associates, L.P.

0264

GRESHAM

Oregon

470 NW EASTMAN PKWY

Pan Pacific Retail Properties, Inc.

0265

MADISON

Wisconsin

7475 MINERAL POINT RD

Inland Real Estate LBI LLC

0267

TRAVERSE CITY

Michigan

3180 SOUTH AIRPORT RD W

GRAND TRAVERSE MALL GGP, INC.

0268

PHOENIX

Arizona

12657 NORTH TATUM BOULEVARD

Paradise Village Investment Company

0269

BOZEMAN

Montana

1640 NORTH 19TH AVE

Bridger Peaks, LLC

0270

BELLINGHAM

Massachusetts

245 HARTFORD AVE

Charles River Bellingham LLC, a Massachusetts Ltd. Liability Co.

0271

PANAMA CITY

Florida

507 EAST 23RD STREET

Delphine Jones Cato

0272

WOODBRIDGE

Virginia

14348 GIDEON DR

North Star Realty Services, LLC

0272

WOODBRIDGE

Virginia

14348 GIDEON DR

TJS Woodbridge, LLC

0273

SPOKANE

Washington

W 101 NORTH RIVER DR

Riveredge, L.L.C., et al (see memo below)

0274

FLUSHING

New York

191-30 NORTHERN BLVD

BARONE PROPERTIES, INC

0275

STAMFORD

Connecticut

2300 SUMMER ST

HARRY DEAN, AN INDIVIDUAL

0276

FLORENCE

South Carolina

2601 DAVID H MCLEOD BLVD

PR Magnolia, LLC, a Delaware limited liability company

0279

MIDDLETOWN

New York

400 NORTH GALLERIA DR

Topper Associates, LLC

0281

GRAND JUNCTION

Colorado

2454 HWY 6 & 50

SUITE 111

K & N INVESTORS

0282

GREENDALE

Wisconsin

5170 SOUTH 76TH ST

BR OF WISCONSIN, LLC

0283

DAYTONA BEACH

Florida

2451 WEST INTERNATIONAL SPDWY

SUITE 1101

VOLUSIA INVESTMENTS, L.P.

0284

LAS VEGAS

Nevada

3181 NORTH RAINBOW BLVD

Pan Pacific Retail Properties, Inc., a Maryland corporation

0286

SAN FRANCISCO

California

3535 GEARY BLVD

CLARENCE KRIEGER AS TRUSTEE OF THE TESTAMENTARY TRUST*

0287

MISSISSAUGA

2130 DUNDAS ST E

PEANUT DUDE, INC., and SUBRISH, INC.

0288

POINTE-CLAIRE

183-F BOUL HYMUS

Centre Terrarium Inc.

0289

SNELLVILLE

Georgia

1708 SCENIC HWY N

SUITE E-G

Inland Southeast Snellville, L.L.C., a Delaware limited liability

0290

BEL AIR

Maryland

615 BEL AIR ROAD

SUITE U

Bel Air Square LLC

0291

HARPER WOODS

Michigan

19233 VERNIER RD

Al Winner and Miriam Winner (see memo below)

0292

TUCSON

Arizona

4415 NORTH ORACLE RD

DICKER-WARMINGTON PROPERTIES

0293

POMPANO BEACH

Florida

1312 NORTH FEDERAL

Belcrest Properties, Ltd.

0295

MINNETONKA

Minnesota

11315 HWY 7

Lamy-Country Village Limited Partnership

0297

ORLANDO

Florida

7468 WEST COLONIAL DR

All Corners, Inc.

0300

SALISBURY

Maryland

2320 NORTH SALISBURY BLVD

FREEZE ENTERPRISES, L.L.C.

0301

FALLS CHURCH

Virginia

7253 ARLINGTON BLVD

LOEHMANN’S PLAZA LTD. PARTNERSHIP

0302

BATON ROUGE

Louisiana

8150 FLORIDA BLVD

HEIRS OF ALICE STONE SCHNEIDER

0303

KNOXVILLE

Tennessee

8301 KINGSTON PIKE

Regal Acquisitions, L.L.C., a Tennessee limited liability company

0306

MERIDIAN

Mississippi

1193 BONITA LAKE CIRCLE

CBL/LOW Limited Partnership

0307

CHEYENNE

Wyoming

1345 DELL RANGE BLVD

Coscarat, et al (see memo below)

0308

PHOENIX

Arizona

1743 EAST CAMELBACK RD

SUITE A-3

Camelback Colonnade Associates, LP

0309

LOUISVILLE

Kentucky

2000 SOUTH HURSTBORNE PKWY

Pantos Family LLC VII

0310

AURORA

Colorado

2670 SOUTH HAVANA

Zuma Properties, LLC

0311

BIRMINGHAM

Alabama

1425 MONTGOMERY HWY

SUITE 199

Birmingham Realty Company

0312

SAVANNAH

Georgia

5500 ABERCORN

SUITE 1

SAVANNAH ASSOCIATES, L.P.

0313

FAIRLAWN

Ohio

3737 WEST MARKET ST

UNIT B

Shops of Fairlawn Retail Limited Parntership

0315

TUPELO

Mississippi

3836 NORTH GLOSTER ST

Lupo Mississippi, L.P.

0318

STROUDSBURG

Pennsylvania

470 POCONO COMMONS

Pocono Retail Associates, LLC

0319

MAPLEWOOD

Minnesota

2982 WHITE BEAR AVE N

Joseph E. Commers Limited Partnership

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0320

CONCORD

California

1680-A WILLOW PASS RD

Shum Yee, et al (see memo below)

0322

APOPKA

Florida

2437 EAST SEMORAN BLVD

Good Earth Properties, L.L.P., a Florida limited liability

0323

PASADENA

California

422 SOUTH LAKE AVE

SOUTH LAKE ASSOCIATES

0324

DURHAM

North Carolina

4215 UNIVERSITY DR, SUITE A4

Parkway Plaza UY, LLC

0325

FLAGSTAFF

Arizona

1560 SOUTH RIORDAN RANCH ST

LNN Enterprises, Inc.

0326

SAN ANGELO

Texas

4141 SUNSET DR

Texas Associates, a Massachusetts general partnership

0329

GRAND RAPIDS

Michigan

2995-28TH ST SE

Robb Family Investments LLC, a Michigan limited liability company

0331

LEXINGTON

Kentucky

1900 PAVILLION WAY

Fourth Quarter Properties VII, Inc.

0332

FALLS CHURCH

Virginia

5857-A LEESBURG PIKE

Bailey’s Crossroads LLLP, a Maryland limited liability limited

0333

EL TORO

California

23611 EL TORO RD

ZELLNER INVESTMENT PROPERTIES

0334

ALBUQUERQUE

New Mexico

10010 COORS BLVD NW

Black Development One Limited Liability Company

0335

MONTGOMERY

Alabama

3425 MCGEHEE RD

W. THOMAS LOVELESS

0336

VANCOUVER

British Columbia

1702 WEST BROADWAY

West Broadway Centre Ltd.

0337

SANTA FE

New Mexico

4056 CERRILLOS

SUITE A

CENTURY PLAZA LIMITED CO. , a New Mexico Ltd. Liability Co.

0338

STERLING HEIGHTS

Michigan

44501 SCHOENHERR

Sterling Center Limited Partnership, a Michigan limited parntersh

0339

RALEIGH

North Carolina

4325 GLENWOOD

CRABTREE VALLEY MA

CVM Holdings, LLC

0340

SOUTHBURY

Connecticut

775 MAIN STREET SOUTH

Southbury 84 Limited Partnership

0341

BELLEVUE

Washington

905 BELLEVUE WAY NE

KENNETH S. & MARY ELIZABETH GREENBAUM

0342

TUSTIN

California

2822 EL CAMINO REAL

Irvine Retail Properties Company, a division of The Irvine Co.

0344

FORT WAYNE

Indiana

1750 APPLE GLEN BLVD

Bradley Operating Limited Parntership, a Delaware limited partner

0346

CHARLESTON

South Carolina

1909 SAM RITTENBURG

CAMPBELL Properties Limited Partnership

0349

ORLANDO

Florida

1599 FLORIDA MALL AVE

Rizika

0350

KEY WEST

Florida

2716 NORTH ROOSEVELT BLVD

LPI/Key West Associates, Ltd.

0354

ALTOONA

Pennsylvania

2800 OLD RTE 220

PLANK RD COMMONS

Realty Income Corporation

0356

WATERLOO

Iowa

2602 CROSSROADS BLVD

Coyote Crossroads Mall, L.L.C.

0357

MERRILLVILLE

Indiana

1685 EAST 80TH AVE

Acadia Merrillville Realty, L.P.

0358

FRAMINGHAM

Massachusetts

215 WORCESTER RD

Garo Framingham, LLC

0359

VICTOR

New York

140 COBBLESTONE COURT DR

COBBLESTONE COURT LIMITED PARTNERSHIP

0361

HOOVER

Alabama

1727 MONTGOMERY HWY

PERRY L. & CARTER. & ROSEMARIE E. CARTER

0362

TORONTO

221 YONGE ST

Parcross Investments Limited

0363

FLINT

Michigan

G4310 MILLER RD

SOMERSET TOWN CENTRE LTD. PARTNERSHIP

0364

EVERETT

Washington

1425 SE EVERETT MALL WAY

Everett Mall 01, LLC

0365

BRANFORD

Connecticut

1078 WEST MAIN ST

1100 West Main Street, LLC

0366

TALLAHASSEE

Florida

1407 EAST LAFAYETTE

Diamond & Associates, Inc.

0367

DAYTON

Ohio

5449 SALEM PIKE

Bradley Operating Limited Partnership

0368

ALEXANDRIA

Virginia

4349 DUKE ST

4349 Duke Street Associates, L.P.

0369

FREDERICKSBURG

Virginia

3071 PLANK RD

Fredericksburg 35, LLC, a Delaware limited liability company

0370

ELK GROVE

California

7440 LAGUNA BLVD

SUITE 102

Dr. Isam H. Khoury, et al (see memo below)

0371

KAHULUI

Hawaii

270 DAIRY RD

Maui Marketplace Investment Group, Inc., a Delaware corporation

0372

MADISON

Tennessee

2021 N GALLATIN RD

SUITE 200

Gallery LLC, a Tennessee limited liability company

0373

PINEVILLE

North Carolina

10501 CENTRUM PKWY

LSB ASSOCIATES, L.L.C.

0374

CUPERTINO

California

20610 STEVENS CREEK BLVD

Byer Properties, L.P.

0375

COVINGTON

Louisiana

66 PARK PLACE

ENTERPRISE CORP. II

0376

CHICAGO

Illinois

2112 NORTH CLYBOURN

UNIT 6

Chicago Title Land Trust Company, et al, (see memo below)

0377

MISSISSAUGA

5980 MCLAUGHLIN RD

UNIT 1

Select Properties Limited, an Ontario corporation

0378

BOULDER

Colorado

2530 ARAPAHOE

U.S. Retail Partners, LLC

0380

TROY

Michigan

388 JOHN R RD

Oakland Mall LTD, a Michigan limited partnership

0382

PUEBLO

Colorado

4410 NORTH FRWY

Eagleridge General Partnership

0383

AUBURN

Alabama

1716 OPELIKA RD

Market Square Shopping Center, LLC

0385

CEDAR RAPIDS

lowa

2445 WILEY BLVD SW

Toys “R” US-Delaware, Inc.

0386

HUNTSVILLE

Alabama

4806 UNIVERSITY DR

Dorcas S. Harris

0387

WESTMOUNT

4823, RUE SHERBROOKE OUEST

Le 4817 Sherbrooke Inc.

0388

TORONTO

1986 QUEEN ST EAST

MUR-DAVE Investments, Ltd.

0390

MANCHESTER

Connecticut

19 PAVILIONS DR

Heritage Manchester II LLC

0391

MIAMI

Florida

8725 SW 136TH ST

INTERPROPERTIES (U.S.A.), INC.

0392

SAINT BRUNO

1201 BLVD DES PROMENADES

The Cadillac Fairview Corporation Limited

0393

INDIANAPOLIS

Indiana

5602 CASTLETON CORNERS LN

INDY I, L.P.

0394

MURRAY

Utah

6230 SOUTH STATE ST

JACMER L. SMITH ASSOCIATES

0397

CORAL SPRINGS

Florida

751 UNIVERSITY DR

KIMCO CORAL SPRINGS 623, INC.

0398

ANTIOCH

Tennessee

5266 HICKORY HOLLOW PKWY

Angelo A. Ciliberti, M.D.

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0400

OAK PARK

IIlinois

1143 WEST LAKE ST

TTC Oak Park LLC, an Illinois limited liability company

0403

KANSAS CITY

Missouri

6001 NW BARRY RD

Barry Road 29-98, L.L.C.

0404

ALBANY

Georgia

2620 DAWSON RD

Pinecrest Properties, Inc.

0406

ARLINGTON HEIGHTS

Illinois

111 WEST RAND RD

#28

New Plan of Arlington Heights, LLC

0407

GULFPORT

Mississippi

15154 CROSSROADS PKWAY

DDR Crossroads Center LLC

0408

PARK CITY

Utah

6535 LANDMARK DRIVE

Brentwood Equities, Inc., a California corporation

0409

CHICAGO

Illinois

5304 NORTH BROADWAY

Patel, Adesh and Jesal

0410

MINNETONKA

Minnesota

12970 WAYZATA BLVD

RIDGEHILL PARTNERS

0411

CINCINNATI

Ohio

2689 EDMONDSON ROAD

Rookwood Commons, LLC

0412

JOHNSON CITY

Tennessee

2116 NORTH ROAN ST

SUITE 1B

WIGGINS ASSOCIATES

0414

LITTLE ROCK

Arkansas

724 SOUTH BOWMAN RD

ACV Pier Little Rock, LLC

0415

NEWTON

Massachusetts

792 BEACON ST

ACADEMY REALTY TRUST

0418

BROOKFIELD

Wisconsin

17000 NW BLUEMOUND RD

Metropolitan Life Insurance Company

0420

SAN DIEGO

California

12004 CARMEL MOUNTAIN RD

Pacific Carmel .... (see memo below for the 2 LL names)

0421

LARGO

Florida

2351 101ST STREET

The Krauss-Miller-Lutz Charitable Trust Foundation (see below)

0422

PORTLAND

Oregon

11211 SE 82ND AVE

EMC4, LLC

0423

LUBBOCK

Texas

5102 60TH QUORUM

LEVENSON-GOLDEN

0424

HAGERSTOWN

Maryland

17730 GARLAND GROH BLVD

Washington Real Estate Investment Trust

0428

LANSING

Illinois

16709 SOUTH TORRENCE AVE

AMALGAMATED TRUST & SAVINGS BANK

0429

WILMINGTON

North Carolina

3741 OLEANDER DR

Azalea Plaza Associates, a North Carolina general partnership

0431

SPRINGFIELD

Virginia

6751-A FRONTIER DR

Springfield Commons, Inc., a Delaware corporation

0432

LEXINGTON

Kentucky

4001 NICHOLASVILLE RD

Fayette Place Improvements Limited Partnership

0433

SALT LAKE CITY

Utah

4850 HIGHLAND DR

CREEKSIDE L.C.

0436

OCEANSIDE

California

2555 VISTA WAY

Pan Pacific Retail Properties, Inc.

0437

ALBUQUERQUE

New Mexico

6001 SAN MATEO NE

Fiesta Del Norte One, LLC

0438

BAYTOWN

Texas

6616 GARTH RD

Baytown Plaza, L.P.

0439

FRESNO

California

7457 N BLACKSTONE AVE

PL Riverpark LP

0442

WEST DUNDEE

Illinois

830 WEST MAIN

Inland Real Estate-Illinois, LLC

0443

BURLINGTON

North Carolina

106 HUFFMAN MILL RD

Southstar Holdings-Burlington II, LLC, a NC limited liability co.

0444

REDWOOD CITY

California

2501 EL CAMINO REAL

Regency Centers, L.P.

0445

WARWICK

Rhode Island

1276 BALD HILL RD

Edens & Avant Summit Square, LLC

0446

MOHEGAN LAKE

New York

3131 E MAIN ST

BLDG J

Galileo Cortlandt LLC, a New York limited liability company

0449

FREEHOLD

New Jersey

4345 HWY 9

POND ROAD ASSOCIATES, A NJ GEN. PRTNRSHP

0450

DUBLIN

California

4976 DUBLIN BLVD

BIT Investment Eleven, LP, a Maryland limited partnership

0452

PARAMUS

New Jersey

58-64 RTE 4 E

SPRING FOUR ASSOCIATES

0454

FAIRFAX

Virginia

11210 JAMES SWART CIRCLE

Fairfax Court Limited Partnership

0455

SPRINGFIELD

Missouri

3110 S GLENSTONE AVE

Glenstone Partners

0456

HUNTINGTON STATION

New York

7 EAST JERICHO TURNPIKE

Scanlon

0457

YONKERS

New York

2395 CENTRAL PARK AVE

Peter Karounos, Teddy Karounos and James Tzinis

0459

JACKSONVILLE

Florida

8110 BLANDING BLVD

BW PIER INC.

0460

PORT RICHEY

Florida

9017 U S HWY 19

Real Estate Equity Partners Two, LLC

0461

JACKSONVILLE

Florida

9395 ATLANTIC BLVD

EHL HOLDING PARTNERSHIP

0464

ROUND ROCK

Texas

2701-B PARKER ROAD

Frontier Village, L.P., a Texas limited partnership

0465

HILTON HEAD ISLAND

South Carolina

20 HATTON PLACE

BALOGH FAMILY HOLDINGS, LTD.

0466

BRIDGEWATER

New Jersey

385 U S HWY 202-206

SOMERSET COUNTY SHOPPING CENTER C/O LEVIN MANAGEMENT CORPORATI

0467

SANFORD

North Carolina

860 SPRING LANE ROAD

Kotis Properties, Inc.

0468

WASHINGTON

4455 CONNECTICUT AVE

Saul Subsidiary II Limited Partnership

0469

JENSEN BEACH

Florida

3520 NORTHWEST FEDERAL HWY

RFP Jensen Beach, LLC

0470

GLEN ALLEN

Virginia

11120 W BROAD STREET

Apostal Partners Virginia, LLC

0472

MADISON

Wisconsin

4260 EAST TOWNE BLVD

EAST TOWNE SQUARE PARTNERSHIP

0473

INDIANAPOLIS

Indiana

10012 EAST WASHINGTON ST

INDIANA ASSOCIATES

0477

ENFIELD

Connecticut

34 HAZARD AVE

UNIT #8

Gateway Connecticut Properties, Inc., a California corporation

0481

CINCINNATI

Ohio

6180H WEST GLENWAY AVE

Stomad Centers Western Hills Plaza, LLC

0482

BURTON

Michigan

1245 SOUTH CENTER RD

PARAGON DEVELOPMENT

0483

BALLWIN

Missouri

15382 MANCHESTER RD

Ellisville Plaza, L.L.C.

0484

SAINT ANN

Missouri

3602 NORTH LINDBERGH BLVD

LENNETTE REALTY & INVESTMENT COMPANY

0485

COLMA

California

101 COLMA BLVD

280 Metro Limited Partnership, a Delaware limited parntership

0486

HANOVER

Massachusetts

1282 WASHINGTON ST

NORTHERN ROSE HANOVER LTD. PARTNERSHIP

0487

PALM HARBOR

Florida

31650 U S HWY 19 N

PHILLIPS P. YEE, TRUSTEE

0489

SAUGUS

Massachusetts

725 BROADWAY

RTE 1 S

Hillside Realty Trust

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0491

RIDGELAND

Mississippi

900 EAST COUNTY LINE RD

SUITE 100

North Regency Retail Partners, LLC

0494

JOPLIN

Missouri

410 RANGE LINE RD

Kimco Joplin 707, Inc.

0495

SPRING VALLEY

New York

150 SPRING VALLEY MARKET PLACE

EXIT 14 ASSOCIATES

0496

OKLAHOMA CITY

Oklahoma

5517 NORTH PENNSYLVANIA AVE

Patricia R. Mangan, Trustee (see below)

0498

EAGAN

Minnesota

1275 PROMENADE PLACE

DDRA Eagan Promenade Crossing LLC

0500

BRAMPTON

200 GREAT LAKES DRIVE

UNIT #142

RioTrin Properties (Brampton) Inc., an Ontario corporation

0501

OWENSBORO

Kentucky

5221 FREDERICA ST

SUITE 101

Meng Farms, Inc., Joe W. Meng & Martha Meng

0502

CANOGA PARK

California

6500 CANOGA AVE

Victory-Warner Marketplace LLC, a Delaware limited liability comp

0503

DOUGLASVILLE

Georgia

2850 CHAPEL HILL ROAD

Inland Southeast Douglasville, LLC

0504

AVENTURA

Florida

18681 BISCAYNE BLVD

Henning/Trion Ventures I, Limited, a Florida limited partnership

0505

CALGARY

Alberta

3630 BRENTWOOD RD NW

#700

RioKim Holdings (Alberta) Inc.

0506

ROCHESTER

New York

2475 W RIDGE ROAD

Acsons Corp., Inc.

0507

TERRE HAUTE

Indiana

4225 S US HWY 41

Mid US LLC, an Indiana limited liability company

0508

MANHATTAN BEACH

California

1800 C ROSECRANS AVE

1800 Rosecrans Partners, LLC, a California limited liability co.

0509

GAITHERSBURG

Maryland

30 GRAND CORNER AVENUE

Washingtonian Associates L.C., a Maryland limited liability compa

0510

WESTERLY

Rhode Island

100 FRANKLIN STREET

Franklin Plaza, LLC

0511

GOSHEN

Indiana

4024 ELKHART RD

SUITE 20A

HK New Plan ERP Property Holdings, LLC, a Delaware limited liabil

0512

WARSAW

Indiana

2802 FRONTAGE RD

Rein Warsaw Associates

0513

BENTON HARBOR

Michigan

1000 E NAPIER AVE

SUITE A

JPA Development L.L.C.

0514

WINTER PARK

Florida

480 N ORLANDO AVE

SUITE 100

Winter Park Town Center, Ltd.

0515

GREELEY

Colorado

2819 35TH AVE

Elk Lakes Master, LLC

0516

ELMHURST

Illinois

355 SOUTH ROUTE 83

Federal Construction, Inc. (see memo below)

0517

HANOVER

Pennsylvania

422 EISENHOWER DR

Monahan Equities I

0518

OLD SAYBROOK

Connecticut

665 BOSTON POST RD

Matthew M. Rubin, Trustee

0519

FORT MYERS

Florida

4945 S CLEVELAND AVE

Inland Western Fort Myers Page Field, L.L.C.

0520

VALDOSTA

Georgia

1819 NORMAN DRIVE

Commercial Net Lease Realty, Inc.

0521

PEORIA

Illinois

5115 W HOLIDAY DRIVE

Charter Oak Development, L.L.C., an Illinois limited liability co

0522

OAKVILLE

2501 HAMPSHIRE GATE #1

Mobius Developments Ltd., an Ontario corporation

0523

ESCONDIDO

California

1272 AUTO PARKWAY

SUITE D

FRIT Escondido Promenade, L.L.C.

0524

WATERLOO

564 KING STREET NORTH

Northgate-Glengrove Corporation

0525

CORALVILLE

Iowa

1401 CORAL RIDGE AVE

GGP Limited Partnership

0526

LAYTON

Utah

1934 N WOODLAND PARK DRIVE

IG, L.C., a Utah limited liability company

0527

SEEKONK

Massachusetts

145 HIGHLAND AVE

Seekonk Equities, LLC, a Mass. limited liability company,

0528

MACON

Georgia

2101 EISENHOWER PKWY

Glenway/Venice, LLC

0529

CALGARY

Alberta

5506 SIGNAL HILL CENTER

RioTrin Properties Inc., an Ontario corporation

0530

ANCHORAGE

Alaska

8535 OLD SEWARD HWY

Commercial Net Lease Realty, Inc.

0531

BATON ROUGE

Louisiana

6757 BLUEBONNET BLVD

GGP-Mall of Louisiana, L.P.

0532

COLUMBIA

Maryland

6131 COLUMBIA CROSSING CIRCLE

SUITE T-4

Columbia Crossing I, LLC

0533

WHEATON

Illinois

2023 SOUTH NAPERVILLE RD

2001 Naperville, L.L.C., a Delaware limited libility company

0534

WATCHUNG

New Jersey

1515 ROUTE 22 WEST

#16

Watchung Square Associates, LLC

0535

CRANSTON

Rhode Island

1 NEW LONDON AVE

Arvee, LLC, a Rhode Island limited liability company

0536

PORT CHARLOTTE

Florida

18500 VETERANS BLVD

UNIT 1

Hudson Realty Trust, Hersom Realty Trust, Oakly Realty Trust **

0537

MOBILE

Alabama

3787 AIRPORT BLVD

LFG-1, L.L.C.

0538

LAWRENCE

Kansas

3211 IOWA STREET

31-98 Lawrence, LLC, a Kansas limited liability company

0539

CRYSTAL LAKE

Illinois

5500 NORTHWEST HWY

Inland Ryan, LLC

0540

AUBURN HILLS

Michigan

3918 BALDWIN ROAD

8600 Associates Limited Partnership and J & G Auburn Hills, LLC

0541

BUFORD

Georgia

1695 MALL OF GEORGIA BLVD

Inland Southeast Mill Creek, L.L.C., a Delaware limited liability

0542

WILKES-BARRE TOWNSHI

Pennsylvania

407 ARENA HUB PLAZA

TFP Limited, a Pennsylvania limited partnership

0543

COLUMBUS

Ohio

3970 MORSE CROSSING

BR of Wisconsin 18, LLC

0544

PLAINFIELD

Indiana

2683 EAST MAIN STREET

SUITE 103

Plainfield Commons II, LLC

0545

BREA

California

2395 EAST IMPERIAL HWY

SUITE B

Brea Union Plaza II, LLC

0546

SAINT CATHARINES

221 GLENDALE AVE

#601

OPB Realty (Pen Centre) Inc.

0547

CALGARY

Alberta

200-303 SHAWVILLE BLVD SE

RioKim Holdings (Alberta) Inc.

0548

LANGLEY

British Columbia

20195 LANGLEY BYPASS

Rockcliffe Estates, Ltd.

0549

VICTORIA

British Columbia

755 FINLAYSON STREET

Great Wall Industries, Inc., a British Columbia corporation

0550

PENNSDALE

Pennsylvania

1431 LYCOMING MALL CIRCLE

Realty Income Corporation

0551

LUFKIN

Texas

2950 SOUTH JOHN REDDITT DR

SUITE 108

Jack Paul and Mary Paul

0552

SIOUX FALLS

South Dakota

3801 WEST 49TH ST

Jemigan Westview, LLC and JP Westview, LLC

0553

FORT SMITH

Arkansas

6604 ROGERS AVE

P/S Partners, Inc., an Oklahoma corporation

0554

PHOENIX

Arizona

4717 EAST RAY RD

DDRA Ahwatukee Foothills, LLC

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0555

CHAMPAIGN

Illinois

2001 NORTH PROSPECT AVE

Inland Baytowne Square, L.L.C., a Delaware limited liability comp

0556

CARBONDALE

Illinois

1401 EAST MAIN ST

PO BOX 3636

Charles L. & Edwina Carter

0557

TEMPLE

Texas

3040 SOUTH 31ST ST

TR Austin Retail Corp.

0560

WOODCLIFF LAKE

New Jersey

453 CHESTNUT RIDGE RD

WS Tice’s Corner Marketplace, L.L.C.

0561

PADUCAH

Kentucky

5145 HINKLEVILLE RD

KENTUCKY OAKS MALL

Charles L. Carter & Edwina Carter

0562

BLOOMINGTON

Illinois

ONE AUTO ROW DR

Charles L. & Edwina Carter

0564

SCHAUMBURG

Illinois

170 NORTH BARRINGTON RD

LA SALLE NATIONAL TRUST, N.A. A Trustee of Trust 118924

0565

TYLER

Texas

4516 SOUTH BROADWAY

Lasater’s French Quarter Partnership

0566

SUNSET VALLEY

Texas

4965 WEST HWY 290

ACV Pier Sunset Valley, LLC

0567

GAINESVILLE

Georgia

300 PEARL NIX PKWY

C.M. & Judy Harrison Family LP

0568

LAFAYETTE

Indiana

3550 STATE RD 38 E

Kimco Lafayette Market Place 697, Inc.

0569

VIRGINIA BEACH

Virginia

3405 VIRGINIA BEACH BLVD

PRINCESS ANNE PROPERTIES, INC.

0570

COLUMBIA

Missouri

1901 BERNADETTE DR

BLDG 3-B

COLUMBIA PLAZA SHOPPING CENTER VENTURE

0571

BIRMINGHAM

Alabama

105 INVERNESS CORNERS

ACV Pier Birmingham, LLC

0572

HIGH POINT

North Carolina

1070 MALL LOOP RD

Fred Vogel Properties II, LLC & Jill Vogel Properties II, LLC

0573

CONROE

Texas

27900 I 45 N

Amerishop Woodlands, L.P.

0574

MAPLE GROVE

Minnesota

7900 WEDGEWOOD LN

DDRA Maple Grove Crossing LLC

0575

DICKSON CITY

Pennsylvania

700 COMMERCE BLVD

New Plan Realty Trust, a Massachusetts business trust

0576

CLARKSVILLE

Indiana

1200 LEWIS & CLARK PKWY EAST

La Place Center Limited Partnership

0577

OKLAHOMA CITY

Oklahoma

13801 NORTH PENNSYLVANIA

JOHN A. HENRY & CO.

0578

YAKIMA

Washington

102 NORTH FAIR AVE

#103

Henry & Sandra Friedman

0580

WILLOW GROVE

Pennsylvania

1134 EASTON RD

Best Buy Company

0581

PORTLAND

Oregon

1736A NORTH JANTZEN BEACH CTR

Jantzen Dynamic Corp.

0582

OAKVILLE

200 NORTH SERVICE RD W

Sun Life Assurance Company of Canada

0583

GAINESVILLE

Florida

3638 SW ARCHER RD

S. Clark Butler Properties Land Trust dated December 10, 1998*

0584

DULUTH

Minnesota

901 WEST CENTRAL ENTRANCE

STONERIDGE PARTNERS

0585

MEMPHIS

Tennessee

2725 NORTH GERMANTOWN PKWY

Commercial Lease Realty, Inc.

0586

FORT WORTH

Texas

4901 OVERTON RIDGE BLVD

IPERS Ridge Rock Plaza, Inc., a Delaware corporation

0587

WOODBURY

Minnesota

8452 TAMARACK VILLAGE

Tamarack Village Shopping Center, LP

0588

HUMBLE

Texas

20524 U S HWY 59 N

G&l III Deerbrook, LLC

0589

NEWPORT

Rhode Island

#1 LONG WHARF MALL

Elmwal Associates, LLC, a Rhode Island limited liability company

0590

STATEN ISLAND

New York

2194 RICHMOND AVE

PASSARELLI FAMILY PARTNERSHIP, L.P.

0591

CHARLOTTE

North Carolina

8802 J W CLAY BLVD

CS University Place II, LLC

0592

SUGARLAND

Texas

2521 TOWN CENTER BLVD N

Market at Town Center — Sugar Land Partnership

0593

NILES

Illinois

5637 WEST TOUHY AVE

OTR, an Ohio general partnership acting as the duly*

0594

TACOMA

Washington

4301 SOUTH STEELE ST

Garden West, LLC, a Washington limited liability company

0595

LONE TREE

Colorado

8360 SOUTH WILLOW ST

Meadows Shopping Center, et. al.

0596

HAMDEN

Connecticut

2335 DIXWELL AVE

Alecta Pensionsforsakring Omsesidigt

0597

JACKSONVILLE

North Carolina

1325 WESTERN BLVD

Wyatt Investments, LLC

0598

LA MESA

California

5500 GROSSMONT CENTER DR

SUITE 123

Grossmont Shopping Center

0599

ENCINITAS

California

1022 NORTH EL CAMINO REAL

ENCINITAS TOWN CENTER ASSOCIATES LLC

0600

VESTAL

New York

2540 VESTAL PKWY EAST

SUITE 1

Vestal Shoppes LLC, a Delaware limited liability company

0601

SARASOTA

Florida

4768 SOUTH TAMIAMI TRAIL

Blockbuster, Inc.

0602

LONGMONT

Colorado

1268 SOUTH HOVER STREET

AmREIT, Inc.

0604

SANFORD

Florida

401 TOWN CENTER BLVD

COMMERCIAL NET LEASE REALTY, INC.***

0610

LONG BEACH

California

6378 PACIFIC COAST HWY

SUITE A

Marina Pacifica, LLC

0611

AURORA

Illinois

4362 EAST NEW YORK

Yorkshire Center, LLC

0612

MYRTLE BEACH

South Carolina

1101 SEABOARD ST

MYRTLE BEACH FARMS COMPANY, INC.

0613

SAN LEANDRO

California

15100 HESPERIAN BLVD

SUITE 214

Pan Pacific Retail Properties, Inc.

0614

INDIANAPOLIS

Indiana

4150 LAFAYETTE RD

Conaught Place, LLC

0615

STATE COLLEGE

Pennsylvania

303 BENNER PIKE

STATE COLLEGE BOOKSTORE LIMITED PARTNERSHIP

0617

EAU CLAIRE

Wisconsin

4008 COMMONWEALTH AVE

Realty Income Corporation

0618

OLYMPIA

Washington

1309 COOPER POINT RD

Marx Properties, LLC

0620

MEMPHIS

Tennessee

6095 WINCHESTER RD

Carlyle Rock Ridge, LLC, a Delaware limited liability company

0621

WACO

Texas

4600 FRANKLIN

SUITE 100

Bright-Meyers Waco Associates, L.P.

0622

SAINT PETERS

Missouri

180 MID-RIVERS MALL DR

Parliament Properties, Inc.

0623

BEND

Oregon

2620 NE HWY 20

SUITE 200

Judith M. Getz and Melville J. Getz, Trustee of the Getz

0624

VERNON HILLS

Illinois

701 NORTH MILWAUKEE

Parliament Properties, Inc. and Alan J. Wallock, as Trustee of *

0625

LINCOLN

Nebraska

5141 “O” ST

The 3 Amigos Properties, L.L.C.

0627

IRVING

Texas

2350 NORTH BELTLINE RD

CAMPBELL PROPERTIES, INC.

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0629

MESA

Arizona

1155 SOUTH POWER RD

SUITE 110

SUPERSTITION MARKETPLACE TRUST

0630

NEWMARKET

17440 YONGE ST

YONGE CENTRE PROPERTIES INC.

0631

MISSOULA

Montana

2800 NORTH RESERVE

GATEWAY LIMITED PARTNERSHIP

0634

SAN ANTONIO

Texas

5803 LOOP 410 NW

McCullough, et al (see memo below)

0635

SPOKANE

Washington

9940 NORTH NEWPORT HWY

Inland Western Spokane Northpointe, L.L.C.

0636

CRANBERRY TOWNSHIP

Pennsylvania

20267 RTE 19 N

JBCO I, L.P., a Pennsylvania limited partnership

0637

MAYS LANDING

New Jersey

3984 BLACK HORSE PIKE

AMC Delancey Hamilton Partners, L.P.

0639

ISSAQUAH

Washington

1435 11TH AVE NW

U.S. BANK OF WASHINGTON, A NATIONAL ASSOCIATION, AS TRUSTEE UNDER

0640

FORT LAUDERDALE

Florida

1860 NORTH FEDERAL HWY

19TH STREET INVESTORS, INC.

0641

WHITEHALL

Pennsylvania

2630 MAC ARTHUR RD

Realty Income Corporation

0642

FREMONT

California

39198 FREMONT BLVD

KIGFRE Fremont LP

0643

LA CANADA FLINTRIDGE

California

2200 FOOTHILL BLVD

Pearlman, et al (see memo below)

0644

KANSAS CITY

Missouri

9221 HILLCREST RD

SUITE R17

BP-SP Associates, L.L.C.

0645

FORSYTH

Illinois

987 S ROUTE 51

Hickory Point Mall, Limited Partnership

0647

BRADENTON

4430 14TH ST W

Goldman, Marshall and Merle

0648

MANCHESTER

New Hampshire

1111 SOUTH WILLOW ST

Rosenstar Manchester, LLC

0649

HOT SPRINGS

Arkansas

200 CORNERSTONE BLVD

Hot Springs Cornerstone Property, LLC

0650

LAUREL

Maryland

3401 FORT MEADE ROAD

Maryland City Plaza Limited Partnership, a Maryland limited partn

0651

CORTE MADERA

California

332 CORTE MADERA TOWN CTR

770 TAMALPAIS DRIVE INC.

0652

TWIN FALLS

Idaho

1676 LOCUST ST N

ZABALA FAMILY TRUST

0654

MERIDEN

Connecticut

533 SOUTH BROAD ST

URSTADT BIDDLE PROPERTIES, INC.

0655

MIDLAND

Michigan

1409 JOE MANN BLVD

KLRF Management Company L.L.C.

0656

GREAT FALLS

Montana

1601 MARKET PLACE DR

SUITE 1

MACERICH MANAGEMENT COMPANY

0657

NORTHRIDGE

California

8940 TAMPA AVE

GWP Northridge Grove Shopping Center, a California limited prtshp

0658

LAKELAND

Florida

3880 U S HWY 98 N

Palm I, L.L.C.

0659

SAGINAW

Michigan

2508 TITTABAWASSEE RD

Central Property Exchange, LLC

0660

RANCHO CORDOVA

California

10801 OLSON DR

Rancho Cordova Town Center

0661

EAST YORK

815 EGLINTON AVE E

RioKim Holdings (Ontario) Inc.

0662

AMARILLO

Texas

8511 WEST INTERSTATE HWY 40

Nancy Staley Laubach, co-trustee (see Bus. Register Memo below)

0663

PEMBROKE PINES

Florida

11575 PINES BLVD

PEMBROKE LAKES MALL LTD, A FLORIDA LIMITED PARTNERSHIP*

0664

FORT MYERS

Florida

15660 SAN CARLOS BLVD

SUITE 29A

GULF MYERS S.C. COMPANY LTD

0667

SALT LAKE CITY

Utah

30 WEST 900 SOUTH

LUDLOW WAREHOUSE

0668

ROCHESTER

New York

300 HYLAN DR

L & S, LLC, a New York limited liability company

0669

BAYSHORE

New York

1871 SUNRISE HWY

BAYSHORE ASSOCIATES, A NEW YORK PARTNERSHIP

0670

WINSTON-SALEM

North Carolina

1026 HANES MALL BLVD

Hanes Point Shopping Center, LLC

0671

TUSCALOOSA

Alabama

1525 SKYLAND BLVD E

Skyland Partners, LLC

0674

CHICO

California

1931 EAST 20TH ST

Weinstock et al (see below)

0675

TAMPA

Florida

16318 NORTH DALE MABRY

Realty Income Corporation d/b/a Realty Income Properties, Inc.

0677

OCALA

Florida

2516 SW COLLEGE RD

Robert Dixon, Trustee

0679

YORK

Pennsylvania

1550 RODNEY RD

Fulton York Venture, LLC, a Nevada limited liability company

0680

WHITE PLAINS

New York

499 TARRYTOWN RD

Crossroads Joint Venture

0681

BATTLE CREEK

Michigan

5800 BECKLEY RD

Realty Income Corporation

0682

TAYLOR

Michigan

14440 PARDEE ROAD

BR of Wisconsin 20, LLC

0683

PALMDALE

California

1105 WEST AVE P

Palmdale Properties, LLC

0688

SOUTHERN PINES

North Carolina

9 PINECREST PLAZA

15501 SOUTHERN PINE

WRI Pinecrest Plaza, LLC

0689

STERLING

Virginia

21050 SOUTHBANK

Inland Southeast Cascades, L.L.C., a Delaware limited liability c

0690

LARCHMONT

New York

1329 BOSTON POST RD

Rockland Capital Partners LLC

0691

WESTLAND

Michigan

35640 WARREN RD

Westway Plaza Associates Ltd. Partnership

0693

YUMA

Arizona

839 WEST 32ND ST

Boehner, Kent A.

0694

GERMANTOWN

Tennessee

7730 POPLAR AVE

SUITE 7

Belz Investment Company L.P., a Tennessee limited partnership

0695

BRUNSWICK

Georgia

181 GOLDEN ISLES PLAZA

Kolo Enterprises, a Georgia general partnership

0696

NORTH ATTLEBORO

Massachusetts

1250 SOUTH WASHINGTON ST

SAM Realty Trust under Declaration of Trust dated July 20, 1989

0697

FLORENCE

Kentucky

7606 MALL RD

NAP Village at the Mall, LLC, an Ohio limited liability company

0698

NEWINGTON

Connecticut

2661 BERLIN TURNPIKE

SILKOFF, CHARLES & ALAN

0699

NOVI

Michigan

43195 CRESCENT BLVD

Novi Town Center Investors LLC, a Delaware limited liability comp

0701

TOLEDO

Ohio

5225 AIRPORT HWY

Airport Square Investment Properties, LLC

0704

LAKE GROVE

New York

2021 SMITH HAVEN PLAZA

C & B Realty #2 LLC

0705

BAKERSFIELD

California

3800 MALL VIEW RD

FERE-1 L.P.

0706

LONG BEACH

New York

214 EAST PARK AVE

Long Beach Shopping L.L.C.

0707

BATAVIA

Illinois

481 NORTH RANDALL

KIR Batavia 051 LLC, a Delaware limited liability company

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0708

MENTOR

Ohio

7777 MENTOR AVE

UNIT 1

Carter

0709

SANTA ROSA

California

2716 SANTA ROSA AVE

The Revocable Trust of Sau Ung Loo Chan, Dated October 16, 1980

0710

ALPHARETTA

Georgia

6010 NORTH POINT PKWY

CP Venture Two LLC, a Delaware limited liability company

0711

MONROE

Louisiana

4681 PECANLAND MALL DR

Realty Income Corporation

0712

HOUSTON

Texas

9524 WESTHEIMER

14760 Memorial Properties, LTD and

0713

SALEM

New Hampshire

125A SOUTH BROADWAY

DOUBLE PEA LIMITED PARTNERSHIP

0714

TULSA

Oklahoma

1926 UTICA SQUARE

Utica Square Shopping Center

0715

SANDY

Utah

102 WEST 10600 SOUTH ST

Macerich South Towne Limited Partnership***

0716

MANSFIELD

Ohio

800 N LEXINGTON-SPRINGMILL RD

POI Associates, Inc.

0718

OKEMOS

Michigan

4950 MARSH RD

Michigan Meridian, Inc.

0719

PARMA

Ohio

7721 WEST RIDGEWOOD DR

Parmatown One LLC

0722

BOISE

Idaho

140 NORTH MILWAUKEE

ROBERT G. STEVENS & CAROL F STEVENS

0723

SAINT PETERSBURG

Florida

4949 4TH ST N

Optima Partners, LLP

0724

PEORIA

Arizona

7739 WEST BELL RD

DDRA Arrowhead Crossing LLC

0725

EL PASO

Texas

730 SUNLAND PARK DR

MESA HILLS @ SUNLAN

SIMON PROPERTY GROUP (TEXAS), L.P.

0726

WEST MELBOURNE

Florida

2045 WEST NEW HAVEN AVE

ACV Pier West Melbourne, LLC

0729

FAYETTEVILLE

Arkansas

4100 NORTH COLLEGE AVE

NW VILLAGE, LLC

0730

CORPUS CHRISTI

Texas

5317 SOUTH PADRE ISLAND DR

MOORE PLAZA

ACV Pier Corpus Christi, LLC

0731

GREENVILLE

South Carolina

420 CONGAREE RD

FIFTY-EIGHT ACRES, INC.

0732

LA CROSSE

Wisconsin

3616 HWY 157

Realty Income Corporation

0733

PUYALLUP

Washington

4621 SOUTH MERIDIAN

SUITE A-915

Lakha Properties — Puyallup, LLC

0734

ANN ARBOR

Michigan

980 WEST EISENHOWER PKWY

Cranbrook Village Limited Partnership

0736

CANTON

Ohio

4643 EVERHARD RD

Sam Serves All Ohio Land Development and Building Company, LLC

0737

MAPLE SHADE

New Jersey

598 RTE 38 E

Forrest Investment Enterprises, LLC, a Florida limited liablty co

0738

WOODBRIDGE

3900 HWY 7

UNIT 4

Westridge, et al (see memo below)

0741

SAN BERNARDINO

California

985 SOUTH E ST

Halama LLC, a Nevada limited liability company

0742

DAYTON

Ohio

2777 MIAMISBURG-CENTERVILLE RD

Acadia Mad River Property, LLC

0744

BELLINGHAM

Washington

4061 MERIDIAN ST

HAYWARD ELECTRIC

0745

JOLIET

Illinois

3064 PLAINFIELD RD

Realty Income Corporation

0746

LEESBURG

Virginia

502 D EAST MARKET ST

FR Leesburg Plaza, LP

0747

CAPE GIRARDEAU

Missouri

3051 WILLIAM ST

Mr. & Mrs. CLD Family Trust

0749

NORFOLK

Virginia

5930 VIRGINIA BEACH BLVD

JANAF ASSOCIATES LTD PARTNERSHIP

0750

COLUMBUS

Ohio

5030 NORTH HIGH ST

LBR LIMITED PARTNERSHIP

0751

WILMINGTON

Delaware

3660 CONCORD PIKE

F.A. HOLDINGS, INC., A DELAWARE CORP.

0752

FREEPORT/LI

New York

210 EAST SUNRISE HWY

MEADOWBROOK COM

KIOP Meadowbrook, L.P.

0753

BRISTOL

Connecticut

594 FARMINGTON AVE

FEDERAL REALTY INVESTMENT TRUST

0757

BOCA RATON

Florida

20655 LYONS RD

BOCA PIER ASSOCIATES, LTD

0758

ORLAND PARK

Illinois

15150 SOUTH LA GRANGE RD

TDC Ravinia Plaza — Orland Park, L.L.C., an Illinois limited liab

0761

JACKSON

Tennessee

877 NORTH PARKWAY

Realty Income Corporation

0762

CLAY

New York

4100 RTE 31

Marketfair North LLC

0763

OAKHURST

New Jersey

2111 RTE 35 N

ABAB Enterprises, a New Jersey general partnership

0764

NORWOOD

Massachusetts

1583 PROVIDENCE HWY

ACCESS ROAD ASSOCIATES

0765

MESA

Arizona

1457 WEST SOUTHERN AVE, STE. 7

Jackett Management, LLC et. al. (see below)

0766

SEBRING

Florida

760 U S 27 N

Tedlyn, Inc. (see memo below)

0767

COLUMBIA

South Carolina

250 HARBISON BLVD

Realty Income Corporation

0768

ASHEVILLE

North Carolina

876 BREVARD RD

Robert H. Schwab, Trustee of the Robert and Louise Schwab Family*

0772

NASHVILLE

Tennessee

3730 HILLSBORO PIKE

COLEMAN PARTNERS, A TENNESSEE GENERAL PARTNERSHIP

0773

SUNNYVALE

California

1255 WEST EL CAMINO

Pier One, LLC

0774

BOWLING GREEN

Kentucky

2608 SCOTTSVILLE RD

C & M PARTNERSHIP, A KENTUCKY GENERAL

0775

ABILENE

Texas

3950 SOUTH CLACK ST

Realty Income Texas Properties, L.P.

0776

DAVENPORT

Iowa

900 WEST KIMBERLY RD

Realty Income Corporation

0778

FORT WORTH

Texas

6006 CAMP BOWIE

Santa Barbara Camp Bowie Partners

0779

SLIDELL

Louisiana

170 NORTH SHORE BLVD

ACV Pier Slidell, LLC

0780

ALEXANDRIA

Louisiana

2235 SOUTH MACARTHUR DR

Realty income Corporation

0781

SANTA MARIA

California

230 EAST BETTERAVIA RD

Santa Maria (See memo below)

0783

ATLANTA

Georgia

3435 LENOX RD NE

Across Lenox Associates, a Georgia general partnership

0784

SAN ANTONIO

Texas

11745 IH 10 W

#410 BLDG 4

Inland Western San Antonio Huebner Oaks Limited Partnership

0786

FORT WAYNE

Indiana

4224 COLDWATER RD

ONECO, L.P., AN INDIANA LIMITED PARTNERS

0787

MIAMI

Florida

8415 SW 24TH ST

COLUMBIA-BBB WESTCHESTER SHOPPING ASSOCIATES

0790

TOMS RIVER

New Jersey

621 BAY AVE

SP Acquisition Associates, LLC, a Delaware limited liability co.

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0791

BARBOURSVILLE

West Virginia

150 MALL RD

Pier Barboursville, LLC, a West Virginia limited liability compan

0792

CHESAPEAKE

Virginia

4140 PORTSMOUTH BLVD

Pantos Family LLC IX

0793

EAST HANOVER

New Jersey

375 RTE 10

CAPITOL LIGHTING OF EAST HANOVER

0794

MONTGOMERYVILLE

Pennsylvania

801 HORSHAM RD

P O BOX 428

ADAMS MONTGOMERYVILLE ASSOCIATES, A PENNSYLVANIA GEN PARTNERSHIP

0795

BLASDELL

New York

3701 MCKINLEY PKWY

BOX 1070 MCKINLEY M

BG McKinley II LLC, a New York limited liability company

0796

CHANDLER

Arizona

265 N FEDERAL ST

Santana, et al (see memo below)

0797

NAPLES

Florida

5062 AIRPORT PULLING RD N

DDR MDT Carillon Place LLC, a Delaware limited liability company

0798

HONOLULU

Hawaii

1108 AUAHI ST

VICTORIA WARD, LIMITED

0799

LEWISV1LLE

Texas

2430 SOUTH STEMMONS FRWY

Donald Parsons and Joyce Parsons as Tenants in Common and**

0800

NEW YORK

New York

71 FIFTH AVE

71 FIFTH AVENUE COMPANY

0802

AVON

Connecticut

385 WEST MAIN ST

UNIT A

Shops at Dale Corner LLC

0803

SOUTHAMPTON

New York

54 MONTAUK HWY

Long Island Resource Corp.

0804

CHARLOTTESVILLE

Virginia

805 GARDENS BLVD

Castle Gardens Shopping Center, L.L.C., a Wisconsin limited liabi

0805

NEW YORK

New York

1550 THIRD AVE

Allied Third Avenue, LLC

0806

MURFREESBORO

Tennessee

1971 OLD FORT PKWY

DDR MDT Murfreesboro Towne Center LLC

0808

ROCKVILLE

Maryland

1590 ROCKVILLE PIKE

ROCKVILLE PIKE PROPERTIES LIMITED PTNSHP

0809

TEMECULA

California

26415 YNEZ RD

KIR Temecula, L.P., a California limited partnership

0810

NORTH LITTLE ROCK

Arkansas

2601 MCCAIN BLVD

Lakewood Village Shopping Park, LLC, an Arkansas limited liabilit

0812

WAUWATOSA

Wisconsin

2545 NORTH MAYFAIR RD

GP Wisconsin LLC

0813

CLOVIS

California

1055 SHAW AVE

Clovis I, LLC & Cabrillo Park I, LLC

0815

PHILADELPHIA

Pennsylvania

187 FRANKLIN BLVD

Benbrooke Franklin Partners, L.P.

0816

HILLSBORO

Oregon

2483 NW 185TH AVE

Pan Pacific Retail Properties, Inc.

0817

FREDERICK

Maryland

1106 WEST PATRICK ST

STOCKMAN, JAMES M.

0818

HARLINGEN

Texas

1106 S EXPRESSWAY 83

Commercial Net Lease Realty, LP

0819

MATTESON

IIlinois

4249 WEST 211TH ST

Pier Matteson Properties, LLC

0821

PITTSBURGH

Pennsylvania

843 FREEPORT RD

WATERWORKS PHASE II

0822

SAN CLEMENTE

California

415 EAST AVENIDA PICO

SUITE L

Pico Pavilion, LLC

0823

ARLINGTON

Texas

4145 SOUTH COOPER ST

Wathen Arlington, LLC

0824

PITTSFIELD

Massachusetts

555 HUBBARD AVE

Berkshire Crossing Shopping Center LLC

0827

OTTAWA

1163 ST LAURENT BLVD

1248743 Ontario, Inc.

0828

MISSION VIEJO

California

28311 MARGUERITE PKWY

Mission Viejo Town Center, L.P.

0829

BRANDON

Florida

2111 WEST BRANDON BLVD

Realty Income Corporation, a Maryland Corp. d/b/a Realty Income

0830

BOGART

Georgia

3725 ATLANTA HWY 78

LONDON REALTY, L.P.

0831

NORCROSS

Georgia

5795 JIMMY CARTER BLVD

Ki Nyun Chung

0832

DOVER

Delaware

1231 NORTH DUPONT HWY

Dover Mall Limited Partnership, a Delaware limited partnership

0833

VALENCIA

California

24445 WEST MAGIC MOUNTAIN PKWY

JBC, et al (see memo below)

0834

NORTH CHARLESTON

South Carolina

7643 NORTH RIVERS AVE

North Rivers, LLC

0835

RICHFIELD

Minnesota

2900 WEST 66TH ST

Principal Life Insurance Company

0836

NASHUA

New Hampshire

#2 NORTHWEST BLVD

DEMOULAS SUPER MARKETS, INC.

0837

BLAINE

Minnesota

784 COUNTY ROAD 10 NE

Northcourt Commons Retail, LLC, a Delaware limited liability comp

0841

DANBURY

Connecticut

1 SUGAR HOLLOW RD

G & J Partners

0842

CHESTERFIELD

Michigan

51405 GRATIOT AVE

Michaels at Chesterfield, L.L.C., a Michigan limited liability co

0843

FARGO

North Dakota

4330 13TH AVE SW

Fred Vogel Properties III, LLC & Jill Vogel Properties III, LLC

0844

BURNSVILLE

Minnesota

1501 COUNTY RD 42 W

AURORA INVESTMENTS, LLC

0846

EAST BRUNSWICK

New Jersey

269 RTE 18

HARARY GROUP

0848

HYANNIS

Massachusetts

1070 RTE 132

FESTIVAL AT HYANNIS

Festival of Hyannis, LLC, a Delaware limited liability company

0849

BLOOMINGTON

Indiana

849 AUTOMALL RD

IIR Company

0850

CONCORD

North Carolina

1237 CONCORD PRKWY NORTH

JHM Properties LLC

0852

LAFAYETTE

Louisiana

5530 JOHNSTON ST

Roquet LLC, a New York limited liability company

0853

HOLYOKE

Massachusetts

98 LOWER WESTFIELD RD

Barowsky Real Estate, Inc.

0854

CHICAGO RIDGE

Illinois

9820 RIDGELAND

AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO*

0855

COMSTOCK PARK

Michigan

3909 ALPINE AVE NW

E.T.A. Partnership

0856

SCHAUMBURG

Illinois

1995 E GOLF RD

Inland Woodfield Plaza, L.L.C.

0858

PHOENIX

Arizona

301 EAST BELL RD

Bell Towne Centre Associates, LLC

0861

SAN RAFAEL

California

155 NORTHGATE ONE

NORTHGATE PROPERTIES

0863

ROSEVILLE

Minnesota

2397 NORTH FAIRVIEW AVE

Fairdate Shoppes, L.L.C., a Missouri limited liability company

0865

LONGVIEW

Texas

307 NW LOOP 281

P. One Longview Investors, Inc.

0866

NASHUA

New Hampshire

221 DANIEL WEBSTER HWY

Unear Retail Nashua #1 LLC

0867

CHATTANOOGA

Tennessee

2130 HAMILTON PLACE BLVD

John J. Charleston, Trustee of the John J. Charleston TrustOf1998

0868

COLORADO SPRINGS

Colorado

1893 SOUTH NEVADA AVE

Southern Cross & Kim, Inc., a Colorado Corporation

Estimated Open for

propid

city

state

address_1

address_2

Isr_name

Business Date

0869

CAMBRIDGE

Massachusetts

#ONE PORTER SQUARE

ARCADE SHOPPING CE

Porter Square Equity Partners, LLC

0870

JACKSON

Mississippi

4300 ROBINSON RD

MATTIACE PROPERTIES, INC.

0871

ERIE

Pennsylvania

5666 PEACH ST

Realty Income Corporation

0872

SHREVEPORT

Louisiana

9025 MANSFIELD RD

Realty Income Corporation

0874

FEDERAL WAY

Washington

2424 SOUTH 320TH ST

FIR ASSOCIATES

0878

DECATUR

Georgia

3795 NORTH DRUID HILLS RD

NATIONSBANK OF TEXAS, N.A. AS FIDUCIARY FOR ROMAR PARTNERSHIP TRU

0879

PLANO

Texas

741 CENTRAL EXPRESSWAY

LYDA HUNT-CAROLINE TRUSTS

0880

RACINE

Wisconsin

2621 SOUTH GREEN BAY RD

BR of Wisconsin 15, LLC

0881

DEPTFORD

New Jersey

301 NORTH ALMONESSON RD

BLDG G-23

ALMONESSON ASSOCIATES, LTD. PARTNERSHIP

0882

DELRAY BEACH

Florida

2975 SOUTH FEDERAL HWY

MRCK Limited Partnership, a Connecticut limited partnership

0886

SPOKANE

Washington

14748 EAST INDIANA

Spokane Mall L.L.C., a Delaware limited liability company

0887

ROCKFORD

Illinois

6325 EAST STATE ST

Simon Property Group (Illinois), L.P.

0888

ROCHESTER

Minnesota

1201 SOUTH BROADWAY

#16

Crossroads Center Rochester

0889

SPRINGFIELD

Illinois

2691 VETERANS PKWY

SIMON PROPERTY GROUP (ILLINOIS), L.P.

0890

BALTIMORE

Maryland

1809 REISTERSTOWN RD

SUITE 103

woodholme Properties Limited Partnership

0892

CLIVE

Iowa

8801 UNIVERSITY AVE

BLDG F

Lyons Pier 1, L.L.C., a California limited liability company

0893

WICHITA

Kansas

4500 WEST KELLOGG

Realty Income Corporation

0895

PITTSBURGH

Pennsylvania

200 MCHOLME DR

Montour Place, LLC

0896

BARRIE

70 BARRIE VIEW DR

Well Grounded Developments Inc.

0897

BROSSARD

5985 BOUL TASCHEREAU

TRISAM CONSTRUCTION, INC.

0898

LONDON

WELLINGTON SOUTHDALE PLAZA

977 WELLINGTON RD S

Wellington Southdale Centre Inc.

1000

ORLANDO

Florida

525 N ALAFAYA TRL

Simon Property Group, L.P.

1001

EDMONTON

Alberta

1910 99 STREET NW

SOUTH EDMONTON CC

RioKim Holdings (Alberta) Inc.

1002

CAMARILLO

California

135 W VENTURA BLVD

SUITE B

Levon Investments

1003

JONESBORO

Arkansas

2300 E HIGHLAND DR

SUITE A

Belz Burrow Crossroads Center, L.P.

1004

NORWALK

Connecticut

777 CONNECTICUT AVE

51 Richards Avenue LLC

1005

GREENWOOD

South Carolina

525 BYPASS 72 NW

SUITE C

Warner & Marbut, L.L.C.

1006

KERRVILLE

Texas

1304 JUNCTION HWY

#100

Amiran Capital Partners, L.P.

1007

FAIRVIEW HEIGHTS

Illinois

6101 N ILLINOIS ST

Weingarten Realty Investors, a Texas real estate investment trust

1008

SHREWSBURY

Pennsylvania

606 SHREWSBURY COMMONS AVE

Shrewsbury Commons Limited Partnership

1009

EDGEWATER

New Jersey

11 THE PROMENADE

RREEF America Reit II Corp. HH, a Maryland corporationo

1010

WICHITA

Kansas

1800 N ROCK ROAD

SUITE 100

BF Owner, L.L.C., a Kansas limited liability company

1011

HOMESTEAD

Pennsylvania

240 E WATERFRONT DR

Broad & Wood Realty Corp.

1012

WEST BEND

Wisconsin

1225 W PARADISE DR

Donald J. Ripp Family Limited Partnership, a Wisconsin limited pa

1013

FOND DU LAC

Wisconsin

516 N ROLLING MEADOWS DR

Frontage Investments, Inc.

1014

BIRMINGHAM

Alabama

1616 GADSDEN HWY

SUITE 100

Colonial Realty Limited Partnership

1015

FINDLAY

Ohio

1949 TIFFIN AVE

SUITE 4

Isaac Eastowne Findlay, Ltd.

1016

MUSKEGON

Michigan

5325 HARVEY ST

Ramco Lakeshore LLC, a Delaware limited liability company

1017

FRISCO

Texas

3321 PRESTON RD

BPR Shopping Center, L.P.

1018

SOUTH CHARLESTON

West Virginia

36 RHL BLVD

THF ONC Two Development, L.L.C.

1019

EUGENE

Oregon

298 COBURG RD

McKay Investment Company

1020

OSHKOSH

Wisconsin

1880 S KOELLER ST

G & N Investments, LLC

1021

KOKOMO

Indiana

1429 S REED RD

Simon Property Group, L.P.

1022

ROSEVILLE

California

1101 GALLERIA BLVD

Galleria Boulevard, LLC

1023

FLEMINGTON

New Jersey

39 REAVILLE AVE

Hunterdon Shopping Center Partners, LLC

1024

ROTTERDAM

New York

90 W CAMPBELL RD

Aladin Properties, LLC

1025

HEATH

Ohio

617 HEBRON RD

Southgate Partners, L.P.

1026

FOLSOM

California

2775 E BIDWELL ST

SUITE 100

Folsom Broadstone, Inc.

1027

CLEVELAND

Tennessee

331 PAUL HUFF PKWY NW

PDQ Kenleon Tenn, LLC, a Tennessee limited liability company

1028

HOLMDEL

New Jersey

2130 STATE ROUTE 35

Holmdel Commons, LLC

1029

BRAINTREE

Massachusetts

120 GRANITE ST

Blake K. Palmer & Dorothy Palmer ***

1030

MOREHEAD CITY

North Carolina

5218 A HWY 70 W

Carteret Commons, LLC

1031

WILLIAMSVILLE

New York

8420 TRANSIT RD

WP Properties, LLC

1032

MARSHFIELD

Wisconsin

1927 N CENTRAL AVE

Marsh Pier, LLC

1033

GLEN ALLEN

Virginia

9840 BROOK RD

Inland Southeast Creeks, LLC, a Delaware limited liability compan

1034

LA JOLLA

California

8657 VILLA LA JOLLA DR

SUITE 221

8650 Villa La Jolla, Inc.

1035

MIAMI

Florida

8615 SW 124TH AVE

Kendall Village Associates, Ltd.

1036

LOUISVILLE

Kentucky

4330 SUMMIT PLAZA DR

Louisville Retail Company, L.L.C.

1037

COVINGTON

Washington

17051 SE 272ND ST

SUITE 45

GMS Realty, LLC

1038

WAUSAU

Wisconsin

3500 RIB MOUNTAIN DR

BR of Wisconsin 31, LLC

Estimated

Open for

Business

propid

city

state

address_1

address_2

Isr_name

Date

1039

BROOMFIELD

Colorado

211 EAST FLATIRON CIRCLE

DDR Flatiron LLC, an Ohio limited liability company

1040

WESTPORT

Connecticut

1460 POST ROAD EAST

Urstadt Biddle Properties Inc.

1041

SALISBURY

North Carolina

395 FAITH ROAD

ENNIS STREET MARKE

Heritage Property Investment Limited Partnership

1042

NAPLES

Florida

1000 IMMOKALEE RD #90

Granada Shoppes Associates, Ltd.

1043

CALIFORNIA

Maryland

45098 WORTH AVE

First Colony (E&A), LLC

1044

MCMINNVILLE

Oregon

2350 NE HIGHWAY 99W

Cypress / McMinnvitle II, LP, a Delaware limited partnership

1045

WEBSTER

New York

1855 EMPIRE BLVD

1855 Empire Blvd., LLC

1046

GREENVILLE

South Carolina

3215 N PLEASANTBURG DR

PL Cherrydale Point LLC

1047

PASO ROBLES

California

2169 THEATER DR

Paso Robies Ventures LLC, a Delaware limited liability co

1048

EXTON

Pennsylvania

287 MAIN ST

Main Street at Exton, L.P.

1049

ENCINO

California

17150 VENTURA BLVD

Plaza Inv., a California limited partnership

1050

LEOMINSTER

Massachusetts

15 WATER TOWER PLAZA

289 NORTH MAIN STRE

Heritage SPE LLC

1051

HARVEY

Louisiana

1629 WESTBANK EXPRESSWAY

SUITE A

Centre at Westbank LLC

1052

SAINT CLAIRSVILLE

Ohio

50850 VALLEY CENTRE BLVD

THF St. Clairsville Parcel Poss, L.L.C., a Missouri limited liabi

1053

DALLAS

Texas

13710 DALLAS PKWY

SUITE A

Galleria Plaza, Ltd.

1054

COOKEVILLE

Tennessee

383 W JACKSON ST

Jack H. Sells

1055

DECATUR

Alabama

809 BELTLINE RD SW

English Village/SAV, LLC

1056

GLEN MILLS

Pennsylvania

975 BALTIMORE PIKE

Brinton Land Development Associates, L.P.

1057

BOLINGBROOK

Illinois

155 N WEBBER RD

The Landings Shopping Ctr, LLG

1058

PITTSBURGH

Pennsylvania

7219 B MCKNIGHT RD

COFAL Partners, L.P.

1059

JEFFERSON CITY

Missouri

3535 MISSOURI BLVD

#107

MBI-Wildwood Crossing, L.L.C., a Missouri limited liability comp

1060

DU BOIS

Pennsylvania

220 COMMONS DR

Cedar Dubois LLC, a Delaware limited liability company

1061

INDIANA

Pennsylvania

475 BEN FRANKLIN RD S

SUITE 22

Cedar Townfair Phase III, LLC, a Delaware limited liability compa

1062

INDIANAPOLIS

Indiana

6810 S EMERSON AVE

SUITE A

DAB Investments — Southgort Commons, LLC, an Indiana LLC

1063

TRACY

California

2790 N NAGLEE RD

Tracy Mall Partners, L.P.

1064

KINGSTON

646 GARDINERS RD

#15

RioTrin Properties (Kingston) Inc.

1065

WEYMOUTH

Massachusetts

765 BRIDGE ST

PS Weymouth LLC

1066

BLOOMINGDALE

Illinois

398 W ARMY TRAIL RD

#102

Bioomingdale Square Limited Partnership

1067

ROCKY POINT

New York

291 ROUTE 25A

Milrock, Inc.

1068

DEKALB

Illinois

2371 SYCAMORE RD

#2371

Sycamore Center DeKalb LLC

1069

HENDERSONVILLE

North Carolina

88 HIGHLAND SQUARE DR

Hendersonville (Highlands) WMS, LLC

1070

EVERETT

Massachusetts

15 MYSTIC VI EW RD

UNIT H-3

DDRC Gateway LLC

1071

LAS VEGAS

Nevada

9887 SOUTH EASTERN AVE

Silverado Ranch Plaza, L.L.C., a Delaware limited liability compa

1072

ORO VALLEY

Arizona

10571 N ORACLE RD

Barclay Group No. 10, Limited Partnership

1073

SAINT LOUIS

Missouri

1805 S BRENTWOOD BLVD

Pace — Brentwood Partners, LLC

1074

CHINO

California

3881 GRAND AVE

Vestar-Chino A, L.L.C., an Arizona limited parntership

1075

MONTREAL

3220 RUE JEAN YVES

RioTrin Properties (Kirkland) Inc.

1076

WINNIPEG

Manitoba

785 DAKOTA STREET

UNIT 3

St. Vital Square Ltd.

1077

MONTREAL

5475 RUE DES JOCKEYS

First Place, et al (see memo below)

1078

RICHMOND

British Columbia

9771 BRIDGEPORT RD

Airport Gateway Plaza Ltd.

1079

GOLDSBORO

North Carolina

403 N BERKELEY BLVD

K-2 Properties, LLC

1080

SELMA

Texas

8344 AGORA PARKWAY

SUITE 100

S A Development Company, L.P.

1081

ROSSFORD

Ohio

9848 OLDE US 20

Ramco Aubum Crossroads SPE, LLC

1082

CEDAR HILL

Texas

304 N HIGHWAY 67

KRG Cedar Hill Plaza, L.P

1083

LAKE OZARK

Missouri

3975 JR PREWITT PARKWAY

Prewitt’s Hwy 54 Enterprises, LLC

1084

TAMPA

Florida

128 SOUTH WESTSHORE BLVD

Regency Centers, L.P.

1085

AIKEN

South Carolina

2529 WHISKEY ROAD

Inland Southeast Aiken Whiskey Road, L.L.C., a Delaware limited I

1086

FULLERTON

California

1961 W MALVERN AVE

Tigard, et al (see memo below)

1087

LITHONIA

Georgia

8114 MALL PARKWAY

Inland Southeast Stonecrest, L.L.C., a Delaware limited liability

1088

ROGERS

Arkansas

475 N 46TH ST

Tallgrass Development, Inc.

1089

PASADENA

Texas

5660 FAIRMONT PKWY

KIR Pasadena II, L.P.

1090

HOWELL

Michigan

3477 E GRAND RIVER AVE

Grand River/Oaks Associates, LLC

1091

ROCK HILL

South Carolina

542 JOHN ROSS PKWY

Southern Real Estate Company of Charlotte, Inc.

1092

MANASQUAN

New Jersey

2410 HIGHWAY 35

Orchards at Wall, L.L.C.

1093

WELLINGTON

Florida

10510 W FOREST HILL BLVD

Cedar Development, Ltd.

1094

MONTREAL

1001 RUE DU MARCHE CENTRAL

UNIT A-8

bclMC Realty Corporation

1095

SAN ANTONIO

Texas

11625 BANDERA ROAD

DDR DB SA Ventures LP

1096

REHOBOTH BEACH

Delaware

4561 HIGHWAY 1

BPG Properties, L.L.C.

1097

KAMLOOPS

British Columbia

1055 HILLSIDE DR

Calloway REIT-Kamloops

1098

DEER PARK

Illinois

20530 N RAND RD

SUITE 136

DDR Deer Park Town Center LLC, an Ohio limited liability company

Estimated

Open for

Business

propid

city

state

address 1

address 2

Isr name

Date

1099

WEST HARTFORD

Connecticut

1465 NEW BRITAIN AVE

FW CT-Corbins Corner Shopping Center, LLC

1101

PETOSKEY

Michigan

1309 SPRING STREET

SUITE 130

Agree Limited Partnership

1102

SURREY

British Columbia

3091 152ND STREET

UNIT 360

Grosvenor Canada Limited (see memo below)

1103

ABBOTSFORD

British Columbia

32720 S FRASER WAY

Penvest, et al (see memo below)

1104

SURPRISE

Arizona

13710 W BELL ROAD

Surprise Towne Center, L.C.

1105

Ml NOT

North Dakota

100 28TH AVE SW

Engen Eckmann

1106

SAINT GEORGE

Utah

329 SOUTH RIVER ROAD

Rimrock Market Place, L.C.

1107

LYNCHBURG

Virginia

4024-B WARDS ROAD

Inland Southeast Lynchburg, L.L.C., a Delaware limited liability

1108

CHRISTIANSBURG

Virginia

35 CONSTON AVENUE

Heritage Spradlin SPE LLC

1109

CLARKSBURG

West Virginia

499 EMILY DRIVE

THF Clarksburg Development One

1110

MATTHEWS

North Carolina

2315 MATTHEWS TOWNSHIP PARKWAY

Inland Southeast Sycamore, LLC

1111

SPRINGFIELD

New Jersey

275 RTE 22 EAST

POP Realty Corporation

1112

SHREWSBURY

Massachusetts

571 BOSTON TURNPIKE

SUITE B

Shrewsbury; KSI 481, LLC

1113

PAOLl

Pennsylvania

82 E LANCASTER AVE

STORE 2A

Paoli Shopping Center, L.P.

1114

MIDLOTHIAN

Virginia

4572 COMMONWEALTH CENTER PKWY

Inland Southeast Commonwealth II, LLC

1115

LITTLETON

Colorado

7301 S SANTA FE DRIVE

#710

DDR Aspen Grove Lifestyle Center Properties, LLC, a Delaware limi

1116

DENVER

Colorado

2780 S COLORADO BLVD

SUITE 306-A

Black Cherry Limited Liability Company

1117

INDIANAPOLIS

Indiana

2902 WEST 86TH STREET

SUITE 100

USRP Willow West, LLC, a Delaware limited liability company

1118

DURHAM

North Carolina

1515 NORTH POINTE DRIVE

#115

North Pointe Development Associates, L.P.

1119

EDMONTON

Alberta

13530 137TH AVENUE NW

Skyview Equities, Inc.

1120

YPSILANTI

Michigan

3785 CARPENTER ROAD

Valley View (Unit 6) LLC

1121

MONACA

Pennsylvania

135 WAGNER ROAD

DDR MDT Monaca Township Marketplace, LLC

1122

EDMONTON

Alberta

17515 STONY PLAIN RD NW

116863 Properties Ltd.

1123

MILFORD

Connecticut

98 TURNPIKE SQUARE

Milford Associates

1124

VENTURA

California

4900 TELEPHONE ROAD

Ventura Gateway, LLC

1125

BURLINGTON

3230 FAIRVIEW STREET

UNIT 2

3230 Fairview Street (Burlington) Inc.

1126

LAKE CHARLES

Louisiana

302 W PRIEN LAKE ROAD

BR of Wisconsin 36, LLC

1127

CUYAHOGA FALLS

Ohio

392 HOWE AVENUE

Plaza Chapel Hill Co.

1128

HICKORY

North Carolina

1844 CATAWBA VALLEY BLVD SE

Inland Western Hickory-Catawba, L.L.C., a Delaware limited liabil

1129

TUKWILA

Washington

17388 SOUTHCENTER PARKWAY

KIR TUKWILA L.P.

1130

GLASTONBURY

Connecticut

2838 MAIN STREET

Griswold Mall Associates Limited Partnership

1131

LANSING

Michigan

647 N MARKET PLACE BLVD

BR of Wisconsin 5, LLC

1132

VACAVILLE

California

2070 HARBISON DRIVE

R/M Vacaville, Ltd.

1134

DAPHNE

Alabama

6850 HIGHWAY 90

SUITE A-8

AIG Baker Daphne, LLC

1135

FOUNTAIN HILLS

Arizona

16815 EAST SHEA BLVD

SUITE 125

Inland Western Fountain Hills Four Peaks, L.L.C.

1136

NEWBURGH

New York

1255 ROUTE 300

Newburgh Crossing, LLC, a New York limited liability company

1137

EL CERRITO

California

7000 EL CERRITO PLAZA

William Edwards Family, L.P.

1138

LISBON

Connecticut

160 RIVER ROAD

SUITE A190

Lisbon Landing LLC

1139

HAMILTON

New Jersey

150 MARKETPLACE BLVD

JDN Real Estate — Hamilton, L.P., a Georgia limited partnership

1140

ASHEVILLE

North Carolina

100 RIVER HILLS RD

River Hills Shops, LLC

1141

FOLEY

Alabama

2863 S MCKENZIE ST

Pier 1 Foley, AL, LLC

1142

LANSING

Michigan

2917 PREYDE BLVD

Inland Western Lansing Eastwood, L.L.C. , a Delaware limited liabi

1143

LA GRANGE

Illinois

15 N LA GRANGE ROAD

Triangle Partners East, L.L.C.

1144

EASTON

Maryland

219 MARLBORO AVE

Mears Properties LLC

1145

RICHMOND

Virginia

11401 MIDLOTHIAN TURNPIKE

BR of Wisconsin 28, LLC

1146

ANJOU

7151 BOUL DES ROSERAIES

First Capital (Anjou) Corporation Inc.

1147

BURLESON

Texas

1107 N BURLESON BLVD

EE Burleson, L.P., a Delaware limited partnership

1148

SOUTH ELGIN

Illinois

358 RANDALL ROAD

Geneva Exchange Fund XXV, LLC

1149

ROSEMERE

20A BOUTHILLIER BLVD

9045 — 4737 Quebec, Inc.

1150

GIG HARBOR

Washington

5160 BORGEN BLVD

SHDP Associates, LLC

1151

BOSSIER CITY

Louisiana

2001 AIRLINE DRIVE

SUITE 135

Texas Street, LLC

1153

TURLOCK

California

2901 COUNTRYSIDE DRIVE

Monte Vista Crossings, LLC

1154

NORTH VANCOUVER

British Columbia

1595 MARINE DRIVE

Zephyr Holdings Ltd.

1155

MCHENRY

Illinois

2328 N RICHMOND RD

Rubloff McHenry East, L.L.C.

1156

WARNER ROBINS

Georgia

2622 WATSON BLVD

SUITE A

Inland Southeast City Crossing, L.L.C., a Delaware corporation

1157

FRANKFORT

Kentucky

1303 US 127 SOUTH

SUITE 305

MCW-RC KY-Franklin, LLC, a Delaware limited liability company

1158

PRESCOTT

Arizona

3250 GATEWAY BLVD

SUITE 440

TWC II -Prescott Mall, LLC

1159

SALEM

Oregon

803 LANCASTER DR NE

Lancaster Development Company, LLC

1160

WYOMING

Michigan

4950 WILSON AVE SW

SUITE 30

Wilsontown, L.L.C.

1161

WILMINGTON

North Carolina

6885 MAIN STREET

Mayfaire Retail, LLC

Estimated

Open for

Business

Propid

city

state

address 1

address 2

Isr name

Date

1162

VIRGINIA BEACH

Virginia

1169 NIMMO PARKWAY

SUITE 218

Lake Gem II, LLC

1163

SANTEE

California

9820 MISSION GORGE ROAD

Vestar/Kimco Santee, L.P., a California limited partnership

1164

POCATELLO

Idaho

4150 YELLOWSTONE AVE

Cobblestone Creek LLC, a Utah limited liability company

1165

HUNTERSVILLE

North
Carolina

8805 TOWNLEY ROAD

Inland Southeast Birkdale, LLC, a Delaware limited
liability comp

1166

FLOWOOD

Mississippi

279 DOGWOOD BLVD

The 1991 Wistrom Family Trust

1167

BAKERSFIELD

California

9030 ROSEDALE HWY

Northwest Target, LLC

1168

WINDSOR

4315 WALKER ROAD

1068595 Ontario Inc.

1169

LOS GATOS

California

636 BLOSSOM HILL RD

Wm. Sing Mock ( see memo below)

1170

ANKENY

Iowa

1965 SE DELAWARE AVE

BR of Wisconsin 42, LLC

1171

NORTH OLMSTED

Ohio

25953 GREAT NORTHERN SHOP CTR

DDR MDT Great Northern LLC, a Delaware limited liability company

1172

NORTH BRUNSWICK

New Jersey

1345 ROUTE 1

North Brunswick Shopping Plaza Associates LLC

1173

CAPITOLA

California

3825 CLARES STREET

Capitola Roth Investments, a California limited liability company

1174

LAGUNA NIGUEL

California

32411 GOLDEN LANTERN

SUITE J-P

Ocean Ranch II, LLC

1175

MARKHAM

3135 HIGHWAY 7

Woodside Developments Inc. (see memo below)

1176

KELSO

Washington

421 THREE RIVERS DRIVE

Price Development Company L.P.

1177

WENATCHEE

Washington

1304 NORTH MILLER STREET

Valley North Capital, LLC

1178

OREM

Utah

360 E UNIVERSITY PKWY

GGP-UC L.L.C., a Delaware limited liability company

1179

REDDING

California

1120 HILLTOP DRIVE

Robert W. Dewey, et al (see memo below)

1180

FLORENCE

Alabama

388 COX CREEK PARKWAY

Inland Southeast Cox Creek, LLC

1181

HOUSTON

Texas

1172 FRY ROAD

Equity (Texas) One Westgate LP, a Texas limited partnership

1182

FLANDERS

New Jersey

30 INTERNATIONAL DR SOUTH

SUITE F2

AIG Baker Mount Olive, LLC

1183

DENVILLE

New Jersey

3056 STATE ROUTE 10

SUITE B

The Shoppes at Union Hill, LLC

1184

FENTON

Missouri

160 GRAVOIS BLUFF CIRCLE

SUITE B

Gravois Bluffs South 6-G5, L.L.C.

1185

COLUMBUS

Georgia

5555 WHITTLESEY BLVD

SUITE 1600

Columbus Park Crossing, LLC

1186

NOVATO

California

108 VINTAGE WAY

B-1

The Trustees under the Will (see memo below)

1187

MANAHAWKIN

New Jersey

601 WASHINGTON AVE

SUITE I

AC I Manahawkin LLC, a Delaware limited liability company

1188

KANATA

501 EARL GREY DRIVE

EPR North Trust

1189

CHEEKTOWAGA

New York

1740 WALDEN AVE

SUITE 300

DDR MDT Walden Consumer Square LLC, a Delaware limited
liability

1190

WASHINGTON

Pennsylvania

351 WASHINGTON ROAD

Gustine Washington Associates, Ltd.

1191

MONCTON

New Brunswick

175 TRINITY DR

UNIT 1

Riotrin Properties (Moncton), Inc.

1192

HEMET

California

2999 W FLORIDA AVE

Hemet Village, et. al. (see memo below)

1193

CHARLOTTE

North Carolina

5335 BALLANTYNE COMMONS
PKWY

SUITE F

Promenade Shopping Center, LLC

1194

LARGO

Maryland

900 CAPITAL CENTER BLVD

UNIT A

Capital Centre LLC

1195

MODESTO

California

3801 PELANDALE AVE

#F-1

Northpointe Modesto I, LLC

1196

LEES SUMMIT

Missouri

1712 NW CHIPMAN ROAD

R.E.D. Capital Holdings of Lee’s Summit, LLC

1197

HALIFAX

Nova

7010 MUMFORD ROAD

UNIT B4-2

OPB Realty Inc.

Scotia

1198

SILVER SPRING

Maryland

8510 FENTON STREET

PFA-B Silver Spring, LC

1199

GREENVILLE

North
Carolina

714 SE GREENVILLE BLVD

SUITE NW-12

Colonial Realty Limited Partnership

1200

LACHENAIE

460 MONTEE DES PIONNIERS

Centrefund (Lachenaie) Corporation

1201

WATERFORD

Connecticut

915 HARTFORD TURNPIKE

SUITE A3

Galileo CMBS T2 LLC, a Delaware limited liability company

1202

SAN DIEGO

California

5171 MISSION CENTER ROAD

SUITE B-3

PITV, L.P.

1203

SAINT JEROME

1085 JEAN-BAPTISTE ROLLAND

OUEST

Alexis Nihon .... (see memo below)

1204

BUTLER

Pennsylvania

310 BUTLER COMMONS

Butler Retail Associates, L.L.C.

1205

YOUNGSTOWN

Ohio

550 BOARDMAN POLAND ROAD

V & V 224 Limited

1206

REGINA

Saskatchewan

2030 PRINCE OF WALES DRIVE

BUILDING H

First Willow Developments Limited

1207

GUMMING

Georgia

1505 MARKET PLACE BLVD

Adamson Street Properties, L.L.P., a Georgia limited liability pa

1208

LONG BEACH

California

7641 CARSON BLVD

CREA/PPC Long Beach Towne Center PO, LLC, a Delaware limited liab

1209

PHOENIX

Arizona

21001 N TATUM BLVD

SUITE 52

Vestar DRM-OPCO, LLC

1210

RED DEER

Alberta

UNIT 189

2004-50TH AVE

Southpointe Common Corp.

1211

HOUSTON

Texas

13762 NORTHWEST FREEWAY

Northwest MP, L.P.

1212

HENDERSON

Nevada

535 N STEPHANIE ST

HIP Stephanie, LLC

1213

HUNTSVILLE

Alabama

2750 CARL T JONES DRIVE

SUITE 900

Jones Farm South, LLC

1214

ATLANTA

Georgia

3101 COBB PARKWAY

SUITE 100

Parkway Pointe Development, LLC

1215

MCDONOUGH

Georgia

1784 JONESBORO RD

Inland Western McDonough Henry Town, L.L.C.

1216

MISSISSAUGA

3135 ARGENTIA RD #4

W.C. — 401 Developments Limited

1217

ORANGE

California

763 S MAIN STREET

SUITE 150

Schiffman, et al (see memo below)

1218

NEW HARTFORD

New York

4799 COMMERCIAL DRIVE

BG New Hartford LLC, a New York limited liability company

1219

GREENSBORO

North
Carolina

3116 NORTHLINE AVE

Starmount Company

1220

RIVERDALE

Utah

1087 W RIVERDALE ROAD

Riverdale Retail Associates, L.C.

1221

SAINT DOROTHEE LAVAL

870 AUTOROUTE CHOMEDEY

3412237 Canada, Inc.**

Estimated

Open for

Business

propid

city

state

address_1

address_2

Isr_name

Date

1222

GREENSBORO

North Carolina

1210-C BRIDFORD PARKWAY

Heritage Property Investment Limited Partnership

1223

CARTERSVILLE

Georgia

445 CHEROKEE PLACE

Cherokee Main Street, LLC, a Georgia limited liability company

1224

SARATOGA SPRINGS

New York

3078 STATE ROUTE 50

The Shoppes at Wilton, LLC

1225

ST AUGUSTINE

Florida

330 CBL DRIVE

Cobblestone Village at St. Augustine, LLC

1226

EDMOND

Oklahoma

1350 E 2ND STREET

EUP II, LLC

1227

AURORA

Colorado

100 SOUTH ABILENE STREET

UNIT A

Weingarten/Miller/Aurora II LLC, a Colorado limited liability com

1228

AVON

Ohio

35948 DETROIT ROAD

First Interstate Avon, Ltd.

1229

SASKATOON

Saskatchewan

121-1715 PRESTON

AVENUE NORTH

Preston Crossing Properties Inc.

1230

KANSAS CITY

Missouri

8600 WARD PARKWAY

SUITE 405

Coventry II DDR Ward Parkway LLC, a Delaware limited liability co

1231

DUBUQUE

Iowa

2531 NW ARTERIAL

Asbury Dubuque, L.L.C.

1232

VALPARAISO

Indiana

150 SILHAVY ROAD

SUITE 110

WISPO, LLC, a Wisconsin limited liability company

1233

LINCOLN

Nebraska

2950 PINE LAKE ROAD

SUITE C

R.E.D. Capital Management, L.L.C., a Kansas limited liability co.

1234

PENSACOLA

Florida

4970 BAYOU BLVD

Fed V, L.L.C.

1235

ITHACA

New York

722 SOUTH MEADOW STREET

SUITE 1200

Buffalo-Ithaca Associates I LLC

1236

QUEBEC CITY

1450 BLVD LEBOURGNEUF

Iberville Developments Limited, a Canadian corporation

1237

COMMACK

New York

118 VETERANS MEMORIAL HWY

LNT, Inc.

1238

NOBLESVILLE

Indiana

17070 MERCANTILE BLVD

Inland Southeast Stony Creek, L.L.C., a Delaware limited liabilit

1239

PLANTATION

Florida

12160 WEST SUNRISE BLVD

SCPIantation, et al. (see memo below)

1240

NORCROSS

Georgia

5145 PEACHTREE PARKWAY

SUITE 455

Fourth Quarter Properties XIX, LLC, a Georgia limited liability

1241

KNOXVILLE

Tennessee

11130 PARKSIDE DR

Inland Southeast Turkey Creek II, L.L.C., a Delaware limited liab

1242

MIAMI BEACH

Florida

1130 5TH STREET

Gateway Development Corp.

1243

GOODYEAR

Arizona

1442 N LITCHFIELD ROAD

PVPW Corp., a Delaware corporation

1244

FLOWER MOUND

Texas

6101 LONG PRAIRIE ROAD

SUITE 450

SFERS Real Estate Corp. MM

1245

STOCKTON

California

760 W HAMMER LANE

Watt-Elkhom Center, a California general partnership

1246

ACTON

Massachusetts

45 GREAT ROAD

SUITE 15

Farm Hill Mall, L.P.

1247

MOORESVILLE

North Carolina

598 RIVER HIGHWAY

SUITE E

Inland Southeast Winslow Bay, L.L.C., a Delaware limited liabilit

1248

DENTON

Texas

1800 S. LOOP 288, STE. 360

Inland Western Denton Crossing Limited Partnership

1249

HIRAM

Georgia

4794 JIMMY LEE SMITH PARKWAY

SUITE 126

Inland Southeast Hiram, L.L.C., a Delaware limited liability comp

1250

SUDBURY

1400 MARCUS DRIVE

RioKim Holdings (Ontario) Inc.

1251

FEASTERVILLE

Pennsylvania

120 EAST STREET ROAD

Feasterville Realty Associates, LP

1252

DURHAM

North Carolina

6807 FAYETTEVILLE RD

SUITE 102

Renaissance Fayetteville Road LLC

1253

LAS VEGAS

Nevada

8945 W CHARLESTON BLVD

Crossroads Commons, Ltd., L.L.C., a Nevada limited liability co.

1254

GRANGER

Indiana

405 UNIVERSITY DRIVE E

Inland Real Estate University Commons, L.L.C., a Delaware limited

1255

HOUSTON

Texas

2411 POST OAK BLVD

WMJK Ltd., a Texas limited partnership

1256

MIAMI

Florida

10600 NW 19TH STREET

Inland Western Miami 19th Street, LLC

1257

HANOVER

Maryland

7651 ARUNDEL MILLS BLVD

BR of Wisconsin 34, LLC, a Wisconsin limited liability company

1258

COLUMBUS

Ohio

1320 POLARIS PARKWAY

PFP Columbus, LLC, a Delaware limited liability company

1259

FENTON

Michigan

15250 SILVER PARKWAY

Royal Oak/Woodward Associates, L.L.C., a Michigan limited liabili

1260

LAS VEGAS

Nevada

2590 S DECATUR BLVD

SUITE F

Pan Pacific Retail Properties, Inc., a Maryland corporation

1261

GLENVIEW

Illinois

2331 WILLOW ROAD

PERA Willow Creek, Inc., a Delaware corporation

1262

LOMBARD

Illinois

2830 S HIGHLAND AVE

Butterfield-Higbland 1031, L.L.C., a Delaware limited liability c

1263

UNIVERSITY HEIGHTS

Ohio

14060 CEDAR ROAD

SUITE 184

Inland Western University Heights University Square, L.L.C.

1264

ORLANDO

Florida

4600 MILLENIA PLAZA WAY

PL Millenia Plaza II LLC

1265

PEARLAND

Texas

3113 SILVERLAKE VILLAGE DR

LMR Silverlake Retail Partners, Ltd., a Texas limited partnership

1266

WINTER HAVEN

Florida

700 3RD STREET SW

440 CITI CENTRE

Winter Haven Citi Centre, LLC, a Florida limited liability compan

1267

PALM DESERT

California

72359 HIGHWAY 111

PRU/Desert Crossing III, LLC

1268

SHERWOOD PARK

Alberta

2020 SHERWOOD DRIVE

UNIT 12

Sherwood Park Mall Limited, an Ontario corporation

1269

CALGARY

Alberta

3221 SUNRIDGE WAY

SUITE 700

Anterra Sunridge Power Centre Ltd., an Alberta corporation

1270

GARNER

North Carolina

230 SHENSTONE BLVD

Garner Retail SPE, LLC, a Delaware limited liability company

1271

ALTAMONTE SPRINGS

Florida

303 EALTAMONTE DRIVE

#1300

The Price Reit Renaissance Partnership, L.P., a California L.P.

1272

NANAIMO

British Columbia

6660 MARY ELLEN DR

Ivanhoe Cambridge II Inc., a Ontarion corporation

1273

WEST CHESTER

Ohio

7676 VOICE OF AMERICA DRIVE

VOA I Development Company, LLC

1274

MASSAPEQUA PARK

New York

5220 SUNRISE HIGHWAY

Sunrise Promenade Associates

1275

RALEIGH

North Carolina

8391 BRIER CREEK PARKWAY

Brier Creek Commons, LLC, a North Carolina limited liability comp

1276

JERSEY CITY

New Jersey

125 18TH STREET

NC Community Center Associates, General Partner

1277

VIERA

Florida

7201 SHOPPES DRIVE

SUITE 117

Inland Western Viera Lake Andrew

1278

CENTRAL VALLEY

New York

9 CENTRE DRIVE

Woodbury Development Associates, LLC, a NY limited liability co.

1279

SHAWNEE

Kansas

15300 SHAWNEE MISSION PARKWAY

THF Shawnee Station, LLC, a Missouri limited liability company

1280

VALLEJO

California

121 PLAZA DRIVE

SUITE 501

Centro Watt Operating Partnership, LLC, a Delaware limited liabil

1281

COEUR D’ALENE

Idaho

410 W WILBUR AVE

Glacier 400 Wilbur LLC, a Idaho limited liability company

Estimated

Open for

Business

propid

city

state

address_1

address_2

Isr_name

Date

1282

MARQUETTE

Michigan

3155 US HIGHWAY 41 WEST

CTJ-Marquette, L.L.C., a Michigan limited liability comapny

1283

ANCASTER

737 GOLF LINKS RD

UNIT 6

Numeadowland Properties, Inc., a Ontario corporation

1284

HOWELL

New Jersey

4759 ROUTE 9 NORTH

BFW/Howell Associates, LLC, a New Jersey limited liability co.

1285

ROME

Georgia

1438 TURNER MCCALL BLVD SW

River Root Partners, LLC, a Georgia limited partnership

1286

VANCOUVER

British Columbia

2326 WEST 41ST AVENUE

Branku Holding Ltd.

1287

AUGUSTA

Maine

12 STEPHEN KING DR

SUITE 3

Capital Augusta Properties, LLC, a Delaware limited liability co.

1288

PORT COQUITLAM

British Columbia

2755 LOUGHEED HWY

UNIT 8

TGS Trust

1289

KALISPELL

Montana

2375 US HIGHWAY 93 NORTH

Mountain View, L.P. , a Montana limited partnership

1290

TAMPA

Florida

17512 DONA MICHELLE DR

SUITE A

BB Downs, LLC, a Florida limited liability company

1291

TAMPA

Florida

6907 GUNN HWY

Centre Point II at Citrus, L.C., a Florida limited liability co.

1292

KANSAS CITY

Missouri

1011 W 136TH STREET

Inland Western Kansas City Stateline, L.L.C.

1293

CHESAPEAKE

Virginia

1232 GREENBRIER PARKWAY

CP Venture Two, LLC, a Delaware limited liability company

1294

EDEN PRAIRIE

Minnesota

574 PRAIRIE CENTER DRIVE

SUITE 165

Tower Square Shopping Center Minneapolis, MN. Limited Partnership

1295

SPARTANBURG

South Carolina

120 DORMAN CENTRE DRIVE

SUITE 120-B

Inland Western Spartanburg, LLC, a Delaware limited liability com

1296

GERMANTOWN

Wisconsin

N96W18768 COUNTY LINE ROAD

Germantown Plaza, LLC, a Wisconsin limited liability company

1297

COLORADO SPRINGS

Colorado

1685 BRIARGATE PKWY

SUITE 311

CS Lifestyle Center, LLC

1298

FAIRFIELD

Connecticut

2264 BLACK ROCK TURNPIKE

Lake Hills Shopping Center, LLC

1299

THORNTON

Colorado

1201 EAST 120TH AVENUE

Weingarten/Miller/Thorncreek II LLC

1300

WATAUGA

Texas

7608 DENTON HWY

SUITE 316

Inland Western Watauga Limited Partnership, an Illinois limited p

1301

COLUMBIA

South Carolina

10136 TWO NOTCH RD

SUITE 107C

Equity One (Sparkleberry Phase II) Inc., a South Carolina corpora

1302

RIVERHEAD

New York

1470 OLD COUNTRY RD

BIT Investment Twenty-Seven, LLC, a New York limited liability co

1303

EAST POINT

Georgia

3612 MARKETPLACE BLVD

NAP Camp Creek Marketplace LLC, an Ohio limited liability company

1304

ANTIOCH

California

5739 LONE TREE WAY

Camden Village, LLC

1305

CLEARWATER

Florida

2713 GULF TO BAY BLVD

Clearwater Mall, LLC, a Delaware limited liability company

1306

COLORADO SPRINGS

Colorado

3030 NEW CENTER POINT

First & Main South, L.L.C., a Colorado limited liability company

1307

NORTHVILLE

Michigan

17955 HAGGERTY ROAD

Northville Retail Center Phase 2, L.L.C., a Michigan limited liab

1308

LOGAN

Utah

1475 N MAIN STREET

SUITE 130

Main Street Marketplace LLC, an Idaho limited liability company

1309

SCOTTSDALE

Arizona

16219 N SCOTTSDALE ROAD

Pederson / BVT Promenade Associates, an Arizona general partnersh

1310

AUGUSTA

Georgia

267 ROBERT C DANIEL JR PKWY

KIR Augusta II, L.P.

1311

ALEXANDRIA

Virginia

3901 JEFFERSON DAVIS HWY

CPYR, Inc., a Delaware limited liability company

1312

GILROY

California

6835 CAMINO ARROYO

Gilroy Crossing Center, LLC

1313

KENOSHA

Wisconsin

6830 GREENBAY ROAD

Southport Plaza, L.P., an Illinois limited partnership

1314

EVANSVILLE

Indiana

6501 E LLOYD EXPRESSWAY

SUITE 19

Evansville Pavilion, LLC, an Indiana limited liability company

1315

INDEPENDENCE

Missouri

19800 E JACKSON DR

Pavillions, L.L.C., a Nebraska limited liability company

1316

CAPE MAY COURT HOUSE

New Jersey

5 COURT HOUSE SOUTH DENNIS

Magnolia Associates, L.L.C., a New Jersey limited liability compa

1317

ALGONQUIN

Illinois

718 SOUTH RANDALL ROAD

Rubloff Oakridge Algonquin, L.L.C., an Illinois limited liability

1318

SPRINGFIELD

Pennsylvania

1014 BALTIMORE PIKE

Fortjoy Development Co., a Pennsylvania general partnership

1319

SUMMERVILLE

South Carolina

424 AZALEA SQUARE BLVD

Inland Western Summerville Azalea Square, LLC

1320

FLORISSANT

Missouri

13939 NEW HALLS FERRY RD

Sansone Cross Keys, LLC, a Missouri limited liability company

1321

CONROE

Texas

505 I-45 NORTH

Town Center Venture, L.L.P., a Texas limited liability partnership

1322

CARSON CITY

Nevada

971 TOPSY LANE

SUITE 334

Carson Valley Center, L.L.C.

1323

RIVERSIDE

California

2800 CAMPUS PARKWAY

SUITE 101

Canyon Springs Associates, Ltd.

1324

LAKEWOOD

Washington

10310 59TH AVENUE SW

Inland Western Lakewood, LLC

1325

MERCED

California

1778 W OLIVE AVE

Zelman Merced, LLC

1326

DALLAS

Texas

10720 PRESTON ROAD

SUITE 1010

Southeast Preston/Royal Ltd., a Texas limited partnership

1327

AUSTIN

Texas

12901 N I-35 SVC RD NB

BLDG 1 SUITE 115

DDR DB Tech Ventures LP, a Texas limited parntership

1328

MARIETTA

Georgia

3625 DALLAS HWY SW

SUITE 300

Cousins Properties Incorporated, a Georgia corporation

1329

NASHVILLE

Tennessee

3135 LEBANON PIKE

SUITE 101

Jackson Downs (E&A), LLC, a Tennessee limited liability company

1330

COON RAPIDS

Minnesota

12760 RIVERDALE BLVD

DDR MDT Riverdale Village Inner Ring LLC

1331

KANSAS CITY

Missouri

8530 N EVANSTON RD

Liberty Wilshire Plaza II LP, a Delaware limited partnership

1332

POUGHKEEPSIE

New York

2519 SOUTH ROAD

SUITE A

Spackenkill Development L.L.C., a New York limited liability comp

1333

FALMOUTH

Massachusetts

23 DAVIS STRAITS ROAD

Prima IV LLC, a Massachusetts limited liability company

1334

ANDERSON

South Carolina

120 STATION DRIVE

AIG Baker Anderson, L.L.C.

1335

EASTON

Pennsylvania

4443 SOUTHMONT WAY

Morris Bethlehem Associates, LP

1336

CHESTERFIELD

Missouri

22 THF BLVD

THF Chesterfield Two Development, L.L.C., a Missouri limited liab

1337

STRONGSVILLE

Ohio

18094 ROYALTON ROAD

Greens of Strongville Trustee Annex, Ltd., an Ohio limited liabil

1338

LAS VEGAS

Nevada

3870 S MARYLAND PARKWAY

Inland Western Las Vegas, L.L.C., a Delaware limited liability co

1339

SAN JOSE

California

5205 PROSPECT ROAD

SUITE 180

West Valley Shopping Center, Inc., a California corporation

1340

ST CLOUD

Minnesota

3701 W DIVISION STREET

Quality Investments, Inc., a Wisconsin corporation

1341

GLENDALE

California

545 N GLENDALE AVENUE

Glendale Glenvia, LLC, a California limited liability company

Estimated

Open for

Business

propid

city

state

address_1

address_2

Isr_name

Date

1342

SPRINGDALE

Ohio

11711 PRINCETON PIKE

SUITE 255

Charles C. Gilhart, Jr., Inc., an Ohio corporation

1343

SOUTHFIELD

Michigan

28538 TELEGRAPH ROAD

Ramco-Gershenson Properties, L.P., a Delaware limited partnership

1344

KELOWNA

British Columbia

1500 BANKS ROAD

UNIT # 502

Kelowna Central Park Properties Ltd., a British Columbia corporat

1345

ORLANDO

Florida

2788 E COLONIAL DRIVE

Weingarten Nostat, Inc., a Texas corporation

1346

AVON

Colorado

220 BEAVER CREEK PLACE

Traer Creek — EXWMT, LLC, a Colorado limited liability company

1347

CONWAY

Arkansas

701 ELSINGER BLVD

SEAYCO-THF Conway Development, L.L.C., a Missouri limited liabili

1348

WHITBY

1635 VICTORIA STREET EAST

RioKim Holdings (Ontario) Inc., an Ontario corporation

1349

PRINCETON

New Jersey

3512 BRUNSWICK PIKE

West Windsor Plaza Associates, LLC, a New Jersey limited liabilit

1350

KEENE

New Hampshire

36 ASH BROOK ROAD/PO BOX 282

Monadnock Condominium Limited Partnership, a Connecticut limited

1351

PINOLE

California

1216 FITZGERALD DRIVE

TKG Pinole LLC, a California limited liability company

1352

UPPER ARLINGTON

Ohio

1609 W LANE AVENUE

UAP-COLUMBUS JV 326132, a California general partnership

1353

JACKSONVILLE BEACH

Florida

950 MARSH LANDING PARKWAY

Southend Redevelopment Corporation (see memo below)

1354

MILLBURY

Massachusetts

70 WORCESTER PROVIDENCE TPKE

SUITE 250

Route 146 Millbury LLC, a Massachusetts limited liability company

1355

HARAHAN

Louisiana

1134 SOUTH CLEARVIEW PKWY

SUITE G

EVP I, LLC

1356

THOUSAND OAKS

California

33 N MOORPARK ROAD

SUITE K

Moorpark Village Company, LLC

1357

HURST

Texas

874 N E MALL BLVD

Simon Property Group (Texas), L.P.

1358

DANVERS

Massachusetts

50 INDEPENDENCE WAY

UNIT1

The Stop & Shop Supermarket Company, a Delaware corporation

1359

LAS VEGAS

Nevada

6680 N DURANGO DRIVE

Inland Western Las Vegas Montecito, L.L.C.

1360

TORRANCE

California

23000 HAWTHORNE BLVD

Mike Grannis and John Bates

1361

TRINITY

Florida

3006 LITTLE ROAD

Inland Western New Port Richey Mitchell, L.L.C.

1362

TUCSON

Arizona

9545 E OLD SPANISH TRAIL

SUITE 175

Barclay Holdings XVIII, L.L.C., an Arizona limited liability comp

1363

OMAHA

Nebraska

17110 DAVENPORT STREET

SUITE 114

168th and Dodge, L.P., a Nebraska limited partnership

1364

GURNEE

Illinois

6961 GRAND AVENUE

Inland Western Gurnee, L.L.C.

1365

WACO

Texas

2504 WEST LOOP 340

AIG Baker Waco, L.L.C., a Delaware limited liability company

1366

TUSTIN

California

2822 EL CAMINO REAL

Irvine Retail Properties Company, a division of The Irvine Co.

1367

SHEBOYGAN FALLS

Wisconsin

4127 STATE HIGHWAY 28

Inland Commercial Property Management, Inc.

1368

ATLANTA

Georgia

1381 MARKET STREET

SUITE 13100

Atlantic Town Center, L.L.C., a Delaware limited liability compan

1369

NEW HYDE PARK

New York

1454 UNION TURNPIKE

Lake Success Shopping Center, LLC, a New York limited liability c

1370

SPRING

Texas

19507 INTERSTATE 45 NORTH

SUITE 600

New Cypresswood Court, Ltd.

1371

MANTECA

California

285 COMMERCE AVENUE

Dutra Farms, Inc.

1372

SHERMAN

Texas

3716 TOWN CENTER STREET

A-S 60 Hwy 75-Loy Lake, L.P., a Texas limited partnership

1373

MESA

Arizona

4946 SOUTH POWER ROAD

Power & Ray, L.L.C.

1374

GILBERT

Arizona

3763 SOUTH GILBERT ROAD

Vestar CTC Phase I, L.L.C., an Arizona limited liability company

1375

VIENNA

Virginia

8311 B LEESBURG PIKE

MLK Associates LLC, a Virginia limited liability company

1376

BURLINGTON

New Jersey

2703 MOUNT HOLLY RD

SUITE 7

Hovbros Burlington, L.L.C., a New Jersey limited liability compan

1377

FORT GRATIOT

Michigan

4290 24TH AVENUE

CTJ-Port Huron, LLC, a Michigan limited liability company

1378

PHOENIX

Arizona

2501 WEST HAPPY VALLEY ROAD

SUITE 26

Vestar Arizona XXXI, L.L.C., an Arizona limited liability company

1379

ST PETERSBURG

Florida

2030 TYRONE BLVD

Northwoods Limited Partnership, a Florida limited partnership

1380

BLAINE

Minnesota

4325 PHEASANT RIDGE DRIVE

SUITE 506

MEPT Blaine LLC

1381

SIMPSONVILLE

South Carolina

353 HARRISON BRIDGE RD

Intercontinental Heritage Fairview Corners, LLC

1382

LONDON

UNIT 101-1230 WELLINGTON RD

Sun Life Assurance Company of Canada

1383

JANESVILLE

Wisconsin

2800 DEERFIELD DRIVE

Campbell Limited Partnership

1384

GREENBELT

Maryland

7573 GREENBELT ROAD

Greenway Plaza LLC

1385

OTTAWA

1009 DAZE STREET

UNIT B

Bank Street Mews Limited Partnership, an Ontario limited partners

1386

LAS VEGAS

Nevada

4950 SOUTH FORT APACHE RD

Weingarten Maya Tropicana LLC

1387

LAKEWOOD

Colorado

14105 WEST COLFAX AVENUE

BR of Wisconsin 35, LLC, a Wisconsin limited liability company

1388

KITCHENER

BLDG C 655 FAIRWAY RD S

First Capital (Fairway) Corporation

1389

RALEIGH

North Carolina

5900 POYNER ANCHOR LANE

SUITE 101

Poyner Place, LLC, a North Carolina limited liability company

1390

CATONSVILLE

Maryland

6600 BALTIMORE NATIONAL PIKE

1 Mile West, et al (see memo below)

1391

GAMBRILLS

Maryland

1352 MAIN CHAPEL WAY

VD Commons, LLC, a Maryland limited liability company

1392

OSHAWA

1425 HARMONY ROAD NORTH

Harmony Shopping Centres Limited, an Ontario corporation

1393

WINNIPEG

Manitoba

1545 PORTAGE AVE

Ontrea, Inc., an Ontario corporation

1394

SAINT JOHNS

56 ABERDEEN AVENUE

First Stick Pond Developments Limited, an Ontario corporation

1395

SAINT JOHN

New Brunswick

90 CONSUMERS DRIVE

First Westmorland Shopping Centres Limited, an Ontario corporatio

1396

LAKEWOOD

Colorado

7000 W ALAMEDA AVE

SUITE F

Belmar Mainstreet Holdings I, LLC

1397

—

Florida

Downtown Dadeland Residential Condominiums, LLC

TBD

1398

GALVESTON

Texas

6228 BROADWAY STREET

SUITE C

Inland Western Galveston Galvez Limited Partnership

1399

REDLANDS

California

27532 W LUGONIA AVE

Redlands Joint Venture, LLC, a California limited liability compa

1400

MARIETTA

Georgia

50 BARRETT PARKWAY

SUITE 800

DDR MDT Towne Center Prado LLC, a Delaware limited liability comp

1401

WALDORF

Maryland

3237 PLAZA WAY

Charles County Associates Limited Partnership, a District of Colu

Estimated

Open for

Business

propid

city

state

address_1

address_2

lsr_name

Date

1402

BEND

Oregon

2620 NE HWY 20

SUITE 200

Forum Associates II, L.L.C.

1403

BIRMINGHAM

Alabama

317 SUMMIT BLVD

Bayer Retail Company LLC

1404

SAN DIEGO

California

10661 WESTVIEW PARKWAY

Mira Mesa Marketplace East, LLC

1405

ALPHARETTA

Georgia

6551 NORTH POINT PARKWAY

Hubert Properties, LLLP

1406

COLUMBUS

Ohio

6672 SAWMILL RD

KIR Northwest Square L.P.

1407

FARMINGTON HILLS

Michigan

31385 ORCHARD LAKE ROAD

RLV Hunter’s Square LP

1408

ROCHESTER HILLS

Michigan

1336 SOUTH ROCHESTER ROAD

RLV Winchester Center LP

1409

MT LAUREL

New Jersey

1060 NIXON DRIVE

East Gate Center Limited Partnership

1410

MARLTON

New Jersey

515 ROUTE 73 SOUTH

Tanurb Marlton LP

1411

BLUFFTON

South Carolina

32 MALPHRUS ROAD

SUITE 117

Inland Western Bluffton Low Country II, L.L.C.

1412

APPLETON

Wisconsin

4717 MICHAELS DRIVE

Midwest Expansion, LLP, a Wisconsin limited liability partnership

1413

MCKINNEY

Texas

2821 CRAIG DRIVE

SUITE 100

Parkday Eldorado Plaza, L.P., a Texas limited partnership

1414

RICHMOND HILL

8825 YONGE STREET

UNIT A1

Yonge Bayview Holding Inc., an Ontario corporation

1415

DALLAS

Texas

16637 COIT RD

Pavillion Court, Ltd., a Texas limited partnership

1416

MONTGOMERY

Alabama

2546 BERRYHILL ROAD

Eastchase Plaza, LLC, an Alabama limited liability company

1417

Oregon

LC Portland, LLC, a Delaware limited liability company

2/26/2006

1418

AMERICAN FORK

Utah

656 WEST MAIN STREET

Weingarten/Miller/American Fork, LLC, a Colorado limited liabilit

1419

ETOBICOKE

125 THE QUEENSWAY

BUILDING B

Roycom, et al. (see below)

1420

OAK PARK HEIGHTS

Minnesota

5855 KRUEGER LANE

Oak Park, et al (see memo below)

1421

HOUSTON

Texas

11691 WESTHEIMER ROAD

CG-ROV II, L.P., a Texas limited partnership

1422

CAMP HILL

Pennsylvania

94 SOUTH 32ND STREET

Cedar-Camp Hill, LLC, a Delaware limited liability company

1423

MANSFIELD

Texas

120 WEST DEBBIE LANE

SUITE 300

Inland Western Mansfield Limited Partnership

1424

TUCSON

Arizona

5919 EAST BROADWAY BOULEVARD

Broadway Parc II, L.P., a California limited partnership

1425

WEST JORDAN

Utah

7128 SOUTH PLAZA CENTER DRIVE

Plaza at Jordan Landing, LLC

1426

COLUMBIA

South Carolina

6090 GARNERS FERRY ROAD

SUITE D

Woodhill (E&A), LLC, a South Carolina limited liability company

1427

GAINESVILLE

Virginia

13261 GATEWAY CENTER DRIVE

Gateway Center L.C.

1428

WILSONVILLE

Oregon

8315 SW JACK BURNS BLVD

SUITE A

Argyle Capital LLC, an Oregon limited liability company

1429

ARLINGTON

Texas

780 ROAD TO SIX FLAGS ST EAST

SUITE 262

Lincoln Square Ltd.

1430

MANHATTAN

Kansas

320 SOUTHWIND PLACE

The Manhattan Project, L.L.C.

1431

NEWPORT COAST

California

8072 EAST COAST HIGHWAY

The Irvine Company

1432

STURBRIDGE

Massachusetts

110 CHARLTON ROAD

Charlton Road Associates LLC

1433

CANTON

Michigan

41872 FORD ROAD

Ford Lilley Group, L.LC.

1434

PEARL CITY

Hawaii

1000 KAMEHAMEHA HIGHWAY

SUITE 200

PPF RTL Pearl Highlands, LLC

1435

BEE CAVE

Texas

12700 SHOPS PARKWAY

SUITE 400

HCS Holding Company, L.P., a Texas limited partnership

1436

COLLIERVILLE

Tennessee

3605 HOUSTON LEVEE ROAD

SUITE 101

Gallina Centro, L.L.C. , a Tennessee limited liability company

1437

THUNDER BAY

389 MAIN STREET

UNIT B2

Newvest/PPFV Holdings, Inc.

1438

KEMAH

Texas

243 FM 2094 RD

SUITE A

Inland Western Clear Lake Clear Shores Limited Partnership

1439

MESQUITE

Texas

19161 LYNDON B JOHNSON FWY

JDN Real Estate — Mesquite, L.P., a Georgia limited partnership

1440

CALGARY

Alberta

8180 11TH STREET SE STE 700

19354 Yukon Inc., a Yukon corporation

1441

TAVERNIER

Florida

91214 OVERSEAS HIGHWAY

Max D. Puyanic, as Trustee for Trust 201 , a Florida Trust

1442

SEATTLE

Washington

2600 SW BARTON STREET

SUITE B18

Westwood Town Center, Inc., a Washington corporation

11/26/2005

1443

MANKATO

Minnesota

1901 E MADISON AVENUE

Inland Mankato Heights, L.L.C., a Delaware limited liability comp

1444

MERIDIAN

Idaho

1250 N EAGLE ROAD

TFCM Associates LLC, an Utah limited liability company

1445

MARION

Iowa

1406 TWIXT TOWN ROAD

Davis Realty Company, an Iowa partnership

1446

FONTANA

California

15232 SUMMIT AVENUE

Regency Realty Group, Inc., a Florida corporation

1447

EL PASO

Texas

1327 GEORGE DIETER DRIVE

SUITE D

A.D.D. Holdings L.P., a Texas limited partnership

1448

RANCHO CUCAMONGA

California

10950 FOOTHILL BOULEVARD

SUITE 120

Western/Development Co.

1449

HADLEY

Massachusetts

351 RUSSELL STREET

SUITE B

W/S Hadley Properties II LLC

1450

VISALIA

California

4018 SOUTH MOONEY BOULEVARD

Ali Azimian & Esmat Khorrami

1451

WEBSTER

Texas

1255 W BAY AREA BOULEVARD

SUITE A

Texas Baybrook Square Center, L.P.

1452

KISSIMMEE

Florida

3210 NORTH JOHN YOUNG
PARKWAY

BUILDING B9

Loop Orlando, LLC

1453

JACKSONVILLE

Florida

4643 RIVER CITY DRIVE

SUITE 101

Shops at St. Johns, LLC

1454

VENICE

Florida

4210 TAMIAMI TRAIL SOUTH

CWH Venice, LLC

1455

KINGSTON

New York

1165 ULSTER AVENUE

Benderson 85-1 Trust

1456

GROVE CITY

Ohio

1711 STRINGTOWN ROAD

Stringtown South LLC

1457

WOOSTER

Ohio

3786 BURBANK ROAD

Wooster Crossing LLC

1458

CHICAGO

Illinois

2532 NORTH NARRAGANSETT AVE

Inland Western Chicago Brickyard, L.L.C.

1459

BOHEMIA

New York

5187 SUNRISE HIGHWAY

Sayville Plaza Development Co.

1460

SHAKOPEE

Minnesota

8085 OLD CARRIAGE COURT

Shakopee Crossings Limited Partnership

1461

PHILADELPHIA

Pennsylvani

2310 S CHRISTOPHER COLUMBUS

Delaware East Associates, L.P.

Estimated

Open for

Business

propid

city

state

address_1

address_2

Isr_name

Date

1462

—

California

—

The Victorville Family Partnership

10/27/2006

1463

COLLEGE STATION

Texas

1424 TEXAS AVENUE SOUTH

Texas Avenue Crossing, LP.

1464

PETALUMA

California

1351 NORTH MCDOWELL BOULEVARD

Focal Properties, LLC

1465

ROCKAWAY

New Jersey

395 MOUNT HOPE AVENUE

Rockaway Center Associates

12/2/2005

1466

BEAUMONT

Texas

4029 DOWLEN ROAD

Kimco Dowlen Town Center L.P.

1467

BOUCHERVILLE

1402-582 CHEMIN DE TOURAINE

North American (Boucherville) Corporation

1468

LOVELAND

Colorado

1695 ROCKY MOUNTAIN AVENUE

Centerra Marketplace Properties II LLC

1469

OLATHE

Kansas

15340 WEST 119TH STREET

Northridge Investors, L.L.C.

1470

CARMEL

Indiana

14311 CLAY TERRACE BLVD

SUITE 160

Clay Terrace Partners, LLC

1471

GUELPH

435 STONE ROAD WEST UNIT L10

Stone Road Mall Holdings Inc.

1472

BELLEVUE

Washington

15600 NE 8TH STREET

SUITE F-21

Terranomics Crossroads Associates Limited Partnership

1473

PLYMOUTH

Massachusetts

80 SHOPS AT 5 WAY

Inland Western Plymouth 5, L.L.C.

1474

CORONA

California

3520 GRAND OAKS

Castle & Cooke Corona Crossings II, Inc.

1475

AURORA

Colorado

23901 E. ORCHARD ROAD

UNIT C

Southlands Power Center, LLC

1476

YUBA CITY

California

1064 HARTER ROAD

Brown Yuba City, L.L.C.

3/3/2006

1477 1478

SOUTHAVEN
KINGSPORT

Mississippi
Tennessee

6420 TOWN CENTER LOOP
2003 NORTH EASTMAN ROAD

SUITE 80

Southaven Towne Center, LLC, a Mississippi limited liability comp Tazewell Properties

1479

COLONIAL HEIGHTS

Virginia

729 SOUTHPARK BOULEVARD

Dimmock Square Company LLC

1480

HOUSTON

Texas

17725 TOMBALL PARKWAY

Wanamaker Willowbrook Three, L.P.

1481

UNION GAP

Washington

2507 MAIN STREET

Valley Mall, L.L.C.

1482

ROSEBURG

Oregon

780 NW GARDEN VALLEY BLVD

SUITE 200

RAM Property Development, LLC

1483

SOUTH LAKE TAHOE

California

1069 EMERALD BAY ROAD

High Pine, L.L.C.

11/25/2005

1484

ATLANTA

Georgia

6285 ROSWELL ROAD

Sandy Springs Plaza Associates, LP

1485

NEWTOWN

Pennsylvania

2807 SOUTH EAGLE ROAD

Newtown Village Plaza Associates, L.P.

1486

SHERBROOKE

2905 BOULEVARD DE PORTLAND

berville Developments Leasing Ltd.

1487

NORTH ANDOVER

Massachusetts

133 TURNPIKE STREET

Eaglewood Properties, L.L.C.

1488

NEWPORT NEWS

Virginia

12551 JEFFERSON AVENUE

SUITE 161

Mountain Ventures Newport News, et al (See memo below)

1489

OCEAN

New Jersey

1100 HIGHWAY 35

Sunset Arcadia Center, Inc.

1490

CHULA VISTA

California

1830 MAIN COURT

Yacoel Investments III, LLC

11/28/2005

1491

STUDIO CITY

California

12160 VENTURA BOULEVARD

HDR Investment Company

1492

OWASSO

Oklahoma

9018 N 121ST EAST AVENUE

SUITE 500

SF Marketplace Investors, Ltd.

1493

CENTERVILLE

Utah

120 NORTH FRONTAGE ROAD

BGN, et al (see memo below)

1494

BLOOMFIELD HILLS

Michigan

2067 SOUTH TELEGRAPH ROAD

2055 Associates, L.L.C.

1495

STAFFORD

Virginia

1250 STAFFORD MARKET PLACE

Stafford Marketplace, LLC

1496

—

Illinois

—

Sherman Plaza Partners, LLC

TBD

1497

WILLIAMSBURG

Virginia

4900 MONTICELLO AVENUE

News Company, LLC

1498

TAMARAC

Florida

4197 W. COMMERCIAL BOULEVARD

Ramco-Gershenson Properties, L.P.

1499

DANVILLE

Virginia

3300 RIVERSIDE DRIVE

Riverside Shopping Center, LP

1500

HOUSTON

Texas

110 MEYERLAND PLAZA MALL

Ronus Meyerland Plaza, L.P.

1501

LADY LAKE

Florida

610 NORTH US HIGHWAY 441

Morse-Sembler Villages Partnership #4

1502

ST LOUIS PARK

Minnesota

4600 EXCELSIOR BLVD

Excelsior & Grand, LLC.

1503

HOUSTON

Texas

9421 KATY FREEWAY

Levain Partnership III, L.P.

1504

LETHBRIDGE

Alberta

745 1ST AVENUE SOUTH

Park Place Mall Holdings, Inc.

1505

SAINT JOSEPH

Missouri

5201 NORTH BELT HIGHWAY

BUILDING F2

St. Joseph Development Co., LLC

1506

POMPANO BEACH

Florida

1981 NORTH FEDERAL HWY

BR of Wisconsin 14, LLC

TBD

1507

SOMERS POINT

New Jersey

57 BETHEL ROAD

Village Plaza, LLC

12/2/2005

1508

—

New Jersey

—

Mad River Development, LLC

9/24/2006

1509

GEORGETOWN

Texas

1019 WEST UNIVERSITY AVE.

SUITE 800

SPG Wolf Ranch, LP, a Texas limited partnership

1510

FORT MYERS

Florida

17901 SUMMERLIN ROAD

BR of Wisconsin 43, LLC, a Wisconsin limited liability company

TBD

1511

SHREVEPORT

Louisiana

7051 YOUREE DRIVE

Shreveport Kings Crossing Venture, Ltd.

1512

WESTMINSTER

Colorado

9430 SHERIDAN BOULEVARD

New Plan Excel Realty Trust, Inc.

1513

KALAMAZOO

Michigan

5130 WEST MAIN STREET

K & S Maple Hill Mall, L.P.

11/18/2005

1514

—

Washington

—

Mill Creek Commercial II, LLC

2/26/2006

1515

CHESHIRE

Connecticut

935 SOUTH MAIN STREET

Cheshire — ILMR LLC, a Connecticut limited liability company

1516

STREAMWOOD

Illinois

861 SUTTON ROAD

Sutton Park Developers, LLC, an Illinois limited liability compan

1517

—

New Jersey

—

Levin Properties, L.P., a New Jersey limited partnership

5/5/2006

1518

—

New Jersey

—

Riverdale Crossing, LLC

6/23/2006

1519

—

California

—

Mission Viejo Town Center, L.P.

2/26/2006

1520

CASTLE ROCK

Colorado

4510 TRAIL BOSS DRIVE

Maleta Properties, LLC

1521

CYPRESS

Texas

25837 HIGHWAY 290

Kimco 290 Houston L.P.

Estimated

Open for

Business

propid

city

state

address_1

address_2

Isr_name

Date

1522

THORNTON

Colorado

16535 WASHINGTON STREET

JP Thornton LLC

1523

ARDEN

North Carolina

4 MCKENNA ROAD

Southridge Associates, LLC

11/25/2005

1524

–

California

–

Opus West Corporation

FY 2007

1525

–

Pennsylvania

–

AFC Washco-Carlisle Crossing, LP

FY 2007

1526

MUNDELEIN

Illinois

3062 W. RT 60

Mundelein 83, L.L.C.

1527

DURANGO

Colorado

800 SOUTH CAMINO DEL RIO

Durango Mall, LLC

11/25/2005

1528

–

Massachusetts

–

Taunton Land Development, LLC

FY 2007

1529

MORRISTOWN

Tennessee

513 S DAVY CROCKETT PARKWAY

NOM Morristown, LLC

1530

MACHESNEY PARK

Illinois

1522 WEST LANE ROAD

Rubloff C&G, LLC

1531

–

California

–

Geweke Family Partnership

FY 2007

1532

MONROE

North Carolina

3117 WEST HIGHWAY 74

Poplin Partners, Limited Partnership

11/25/2005

1533

GARLAND

Texas

425 TOWN CENTER BOULEVARD

Simon Property Group (Texas), L.P.

1534

–

Florida

–

Cobblestone Village at Palm Coast, LLC

FY 2008

1535

–

Florida

–

Sembler Family Partnership #31, Ltd.

FY 2007

1536

RALEIGH

North Carolina

436 DANIELS STREET

Regency Centers, L.P.

1537

–

Florida

–

Property Management .... (see memo below)

FY 2007

1538

–

Hawaii

–

Harold K.L. Castle Foundation

FY 2007

1539

GLENWOOD SPRINGS

Colorado

135 EAST MEADOWS DRIVE

Weingarten Miller Glenwood, LLC

2/2/2005

1540

ORLAND PARK

Illinois

15150 SOUTH LA GRANGE RD

TDC Ravinia Plaza — Orland Park, L.L.C., an Illinois limited liab

1541

–

California

–

Downey Landing, LLC

FY 2007

1542

–

Arizona

–

Vestar Arizona XLV, L.L.C.

FY 2008

1543

PITT MEADOWS

British Columbia

940-19800 LOUGHEED HWY

Onni Mayfair Place Development Limited Partnership

11/19/2005

1544

ALABASTER

Alabama

300 COLONIAL PROMENADE PKWY

SUITE 1100

Colonial Realty Limited Partnership

1545

–

Oklahoma

–

Penn Park Sorrento, LLC

FY 2007

1546

ALLEN PARK

Michigan

3200 FAIRLANE DRIVE

W2001 ALN Realty L.L.C.

1/18/2005

1547

–

California

–

Centro Watt Property Owner II, LLC

FY 2007

1549

SCARBOROUGH

420 PROGRESS AVENUE

Scarborough Town Centre Holdings (Two) Inc.

1550

–

Texas

–

Kimco Montgomery Plaza, L.P.

FY 2007

1551

–

California

–

Industry East Land Retail I, LLC

FY 2007

6001

GROVE CITY

Ohio

3500 SOUTHWEST BLVD

SUN LIFE ASSURANCE CO. OF CANANDA

6011

ABERDEEN

Maryland

913 OLD PHILADELPHIA ROAD

Metropolitan Life Insurance Company

6011B

Maryland

400 OLD POST ROAD

State of Wisconsin Investment Board

6021

SAVANNAH

Georgia

1 KNOWLTON WAY

ACV Pier Savannah, LLC

6025

GARDEN CITY

Georgia

6030 COMMERCE BLVD

Savannah Economic Development Authority

6041A

FORT WORTH

Texas

BUILDING #1, 6445 WILL ROGERS BLVD.

Madison Warehouse Corporation

6051

ONTARIO

California

3000 PHILADELPHIA STREET

I & G Direct Real Estate 5, L.P.

6071

FORT WORTH

Texas

6901 SNOWDEN ROAD

First Industrial Texas LP, a Delaware limited partnership

7760

ST. LOUIS

Missouri

CHAPEL HILL OFFICE CENTER

12935 N. OUTER FORTY

CHAPEL HILL PARTNERS

8252

OMAHA

Nebraska

11059 WEST MAPLE ROAD

Erin LLC, a Nebraska limited liability company

9006

CHASE CITY

Virginia

89 DUCKWORTH DRIVE

RileyB. Lowe

9006B

FORT WORTH

Texas

2900 W. SEMINARY DRIVE

Transcontinental Realty Investors, Inc.

9006D

FT. WORTH

Texas

2900 W. SEMINARY DRIVE

Encon Industries, L.P.

9009

FORT WORTH

Texas

1400 EVERMAN PARKWAY

Conti & Son, Ltd.

9103

VIENNA

Virginia

8315 LEESBURG PIKE

MLK Associates LLC, a Virginia limited liability company

9105

FORT WORTH

Texas

5000 S. HULEN STREET

SUITE 100

Corrigan Properties, Inc. #4, a Texas corporation

9106

FT. LAUDERDALE

Florida

1800 NORTH FEDERAL HIGHWAY

19th Street Investors, Inc.

9108

WINTER PARK

Florida

520 NORTH ORLANDO AVENUE

SUITE 115

Winter Park Town Center, Ltd., a Florida limited partnership

9110

CEDAR PARK

Texas

11066 PECAN PARK BOULEVARD, SUITE 109

Lakeline Plaza Developers, a Texas general partnership

9111

MIAMI

Florida

8653 S.W. 124TH AVENUE

Kendall Village Associates, Ltd.. a Florida limited partnership

9113

ORLANDO

Florida

701 NORTH ALAFAYA TRAIL

Simon Property Group, L.P., a Delaware limited partnership

9115

BOCA RATON

Florida

1400 GLADES ROAD

SUITE 170

Uncommon Ltd.

9116

FRISCO

Texas

2787 PRESTON ROAD

SUITE 1180

Shafer Plaza XXII, Ltd., a Texas limited partnership

9117

GREENSBORO

North Carolina

3118 B NORTHLINE AVENUE

Starmount Company

9118

PENSACOLA

Florida

1690 AIRPORT BLVD

Watch Holdings, LLC, a Delaware limited liability company

9120

HOUSTON

Texas

2423 POST OAK BLVD.

WMJK, Ltd.

9121

TAMPA

Florida

17512 DONA MICHELLE DRIVE

BB Downs, LLC

9122

MARIETTA

Georgia

3625 DALLAS HIGHWAY

SUITE 280

Cousins Properties Incorporated, a Georgia corporation

9124

Florida

MDG Walter, LLC, a Florida limited liability company

On Hold

9125

WINSTON-SALEM

North Carolina

406 SOUTH STRATFORD ROAD

Saul Subsidiary I Limited Partnership, a Maryland limited partner

9126

Norcross

Georgia

5145 Peachtree Parkway

Suite 452

Fourth Quarter Properties XIX, LLC, a Georgia limited liability

Estimated

Open for

Business

propid

city

state

address_1

address_2

Isr_name

Date

9127

FORT MEYERS

Florida

5031 SOUTH CLEVELAND

Inland Western Fort Myers Page Field, L.L.C.

9129

WILMINGTON

Delaware

3654 CONCORD PIKE

Concord Gallery, Inc., a Delaware corporation

9130

CLEARWATER

Florida

2679 GULF TO BAY BOULEVARD

Clearwater Mall, LLC, a Delaware limited liability company

9132

HANOVER

Maryland

7651 ARUNDEL MILLS BLVD.

SUITE 3

BR of Wisconsin 34, LLC, a Wisconsin limited liability company

9134

HURST

Texas

837 NORTHEAST MALL BLVD

Simon Property Group (Texas), L.P.

9135

STERLING

Virginia

46262 CRANSTON STREET

SUITE 102

9140

PEMBROKE PINES

Florida

11926 PINES BLVD.

The Prudential Insurance Company, a New Jersey corporation

9144

JACKSONVILLE

Florida

10281 MIDTOWN PARKWAY

SUITE 149

Shops at St. Johns, LLC

9147

GAITHERSBURG

Maryland

31 GRAND CORNER AVENUE

SUITE B

Washington Associates L.C.

9150

MARIETTA

Georgia

50 EARNEST BARRETT PARKWAY

SUITE 106

DDR MDT Towne Center Prado LLC, a Delaware limited liability comp

9152

CHARLOTTE

North Carolina

9015 J.M. KEYNES DRIVE

SUITE 5

CS Shoppes at University Place, LLC

9154

SAN ANTONIO

Texas

7322 JONES MALTSBERGER

SUITE 238

Alamo, et al (see memo below)

9157

SUGARLAND

Texas

2701 TOWN CENTER BLVD.

Weingarten Realty Management Company

9158

FREDERICKSBURG

Virginia

1460 CENTRAL PARK BLVD., SUITE 102

Fredericksburg,35, LLC

9160

RALEIGH

North Carolina

8399 BRIER CREEK PARKWAY

Brier Creek Commons, LLC, a North Carolina limited liability comp

9162

DURHAM

North Carolina

6807 FAYETTEVILLE ROAD

SUITE 105

Renaissance Retail LLC

9168

WILMINGTON

North Carolina

6881 MAIN STREET

Mayfaire Retail, LLC

9170

MATTHEWS

North Carolina

2225 MATTHEWS TOWNSHIP PARKWAY

Inland Southeast Sycamore, LLC

9171

New Jersey

Rockaway Center Associates

11/19/2005

9174

RALEIGH

North Carolina

3791 SUMNER BOULEVARD

SUITE 100

JG North Raleigh L.L.C., an Ohio limited liability company

9175

CHARLOTTE

North Carolina

7832 REA ROAD

Zenith Investment Grantor Trust

9180

Huntersville

North Carolina

8805 Townley Road

Suite B

Inland Southeast Birkdale, LLC, a Delaware limited liability comp

9181

DESTIN

Florida

4122 LEGENDARY DRIVE

Destin Commons, Ltd., a Florida limited partnership

9182

NAPLES

Florida

1016 IMMOKALEE ROAD

SUITE 200

Granada Shoppes Associates, Ltd.

9183

Florida

Downtown Dadeland Residential Condominiums, LLC

TBD

9184

DORAL

Florida

10600 N.W. 19TH

Inland Western Miami 19th Street, LLC

9186

AUGUSTA

Georgia

263 ROBERT C. DANIEL JR. PARKWAY

SUITE A

KIR Augusta 1 044, LLC

9191

Tallahassee

Florida

1594-1 Governor’s Square Blvd

Inland Western Tallahassee Governor’s One, L.L.C.

9207

TAMPA

Florida

12795 CITRUS PLAZA DRIVE

KIR Tampa 003, LLC, a Delaware limited liability company

9209

HOOVER

Alabama

161 MAIN STREET

SUITE 127

AIG Baker Hoover, L.L.C., a Delaware limited liability company

9210

AUSTIN

Texas

9607 RESEARCH BLVD.

SUITE 450

Gateway Shopping Center, L.P., a Delaware limited partnership

9211

WOODLANDS

Texas

9595 SIX PINES DRIVE

SUITE 1020

Kimco Woodlands, L.P.

9592

MONTREAL

3090 BLVD LECARRESOUR

SUITE 702 LAVAL

Merritt Square Marketplace Associates

9600

ST. LOUIS

Missouri

CHAPEL HILL OFFICE CENTER

12935 N. OUTER FORTY

CHAPEL HILL PARTNERS

9800

SAN DIEGO

California

9449 BALBOA AVENUE

SUITE 311

Wood Creek Associates/Balboa, L.L.C.

Schedule 3.06

DISCLOSED MATTERS

	1.		Bromham, Neil on behalf of himself and all others similarly situated v. Pier 1 Imports, Inc. Court: Contra Costa County Superior Court, CA Date Filed: 02/03/05

	2.		Rowe, Brian, et al. vs. Pier 1 Imports (U.S.), Inc. — Class Action Court: Los Angeles County Superior Court, CA Date Filed: 02/23/04

	3.		Solley, Skye, Jon Shigemura and Joe Chung, et al. vs. Pier 1 Imports (U.S.), Inc. — Class Action Court: Orange County Superior Court, CA Date Filed: 03/01/04

	4.		Alsup, Ronald, Robert Crews and Magnum Properties, LLC v. Pier 1 Imports (U.S.), Inc., et al. Court: Madison County Circuit Court, IL Date Filed: 02/17/05

Schedule 3.12

Subsidiaries

Schedule 3.13

Insurance


Type Coverage	Carrier	Policy Period

Workers Compensation	Zurich	3/1/05 to 3/1/06

Commercial General Liability	Zurich	3/1/05 to 3/1/06

Commercial General Liability Savannah DC	Zurich	9/19/05 to 3/1/06

Umbrella Liability: 1st Layer	AIG	3/1/05 to 3/1/06
2nd Layer	Chubb, Great Amer., Liberty	3/1/05 to 3/1/06

Property (Primary)	Lexington Ins Co. (AIG)	7/14/05 to 7/14/06

Property (Excess)	Essex Insurance Co.	7/14/05 to 7/14/06

Stock Throughput	Lloyd’s of London	7/14/05 to 7/14/06

Excess Stock Throughput	Lloyd’s of London	7/14/05 to 7/14/06

Medical Stop Loss	Blue Cross Blue Shield	4/1/05-3/31/06

Medical PPO — Hawaii	HMSA	4/1/05-3/31/06

Medical PPO — Canada	SunLife of Canada	7/1/05-6/30/06

Dental PPO and HMO	Cigna	4/1/05-3/31/06

Vision	Superior Vision	4/1/05-3/31/06

Schedule 3.14

Collective Bargaining Agreements

NONE

Schedule 5.01(f)

Reporting Requirements

REQUIRED REPORTING CHECKLIST
Pier 1 Imports (U.S.), Inc.

NAME OF REPORT

Monthly (Due upon delivery of Borrowing Base Certificate):

	•		Inventory Stock Ledger (last page) for each Borrower and a listing of ending inventory by location

	•		Such other reports relating to the Collateral as the Administrative Agent may deem necessary as a result of the completion of any commercial finance exams

Monthly (within 30 days after month end):

	•		Percentage Comp Store Sales in total as reported by the Parent.

	•		Inventory Reconciliation Stock ledger to GL

	•		Such other reports relating to the Collateral as the Administrative Agent may deem necessary as a result of the completion of any commercial finance exams

Schedule 6.01

Schedule of Existing Indebtedness

Industrial Revenue Bonds issued in 1986 and maturing in 2026 used to finance the construction of warehouse facilities in Mansfield, Texas and St. Charles, Illinois

Schedule 6.02

Existing Encumbrances

None expect those shown on the UCC searches delivered to Agents prior to the Closing Date.

Schedule 6.07

Transactions with Affiliates

1.		Various loans between Pier 1 imports (US), Inc. and The Pier Retail Group dated prior to September 30, 2001.

2.		Various working capital advances to The Pier Retail Group dated between January 2005 and November 2005.

Pier 1 Imports 8-KEntry into a Material Definitive Agreement