098888\0048\01864\959NC8U9.SCD 10/13/95 2:25PM
098888\0048\01864\959NC8U9.SCD 10/13/95 2:25PM
EXECUTION COPY
BORROWER PLEDGE AGREEMENT
THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (as
such agreement may be amended, supplemented or otherwise modified
from time to time, this "Agreement"), dated as of September 29,
1995 is made by ANNTAYLOR, INC., a Delaware corporation, with its
principal place of business located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Grantor"), in favor of BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, with an office located at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in its
capacity as Agent under the "Credit Agreement" (as defined below)
(the "Agent").
R E C I T A L S :
A. The Grantor, the Agent, BA Securities, Inc., as
Arranger, Bank of America National Trust and Savings Association
and Fleet Bank, National Association, as Co-Agents, and certain
financial institutions currently and in the future to be the
parties to the Credit Agreement (as defined below) (such
financial institutions being collectively referred to as the
"Lenders"), have entered into a certain Amended and Restated
Credit Agreement, dated as of September 29, 1995 (as such
agreement may be amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"; the capitalized terms not
otherwise defined herein are being used as defined in the Credit
Agreement);
B. The Grantor and the Agent are parties to the Pledge
Agreement, dated as of July 29, 1994 (the "Existing Pledge
Agreement");
C. It is a condition precedent to the effectiveness of the
Credit Agreement and to the making of the Loans by the Lenders
and the issuing of the Letters of Credit by any Issuing Bank that
the Existing Pledge Agreement shall be amended and restated as
set forth herein;
NOW, THEREFORE, in consideration of the above premises and
in order to induce the Lenders to make the Loans and each Issuing
Bank to issue the Letters of Credit under the Credit Agreement,
the Grantor hereby agrees with the Agent for its benefit and for
the benefit of the Lenders and the Issuing Banks, and the Agent,
by acceptance hereof, hereby agrees, that the Existing Pledge
Agreement is hereby amended and restated in its entirety as
follows:
Section 1. Grant of Security. To secure the prompt and
complete payment, observance and performance when due (whether at
the stated maturity, by acceleration or otherwise) of all the
Obligations, the Grantor hereby assigns and pledges to the Agent,
and hereby grants to the Agent, for its benefit and the benefit
of the Lenders and the Issuing Banks, a security interest in all
of the Grantor's right, title and interest in and to the
following, whether now owned or existing or hereafter arising or
acquired and wheresoever located (collectively, the
"Collateral"):
EQUIPMENT: All machinery and equipment, all manufacturing,
distribution, selling, data processing and office equipment, all
furniture, furnishings, appliances, fixtures and trade fixtures,
tools, tooling, molds, dies, vehicles, vessels, aircraft and all
other goods of every type and description (other than
"inventory", as such term is defined in the Uniform Commercial
Code in effect on the date hereof in the State of New York (the
"UCC")), in each instance whether now owned or hereafter acquired
by the Grantor and wherever located (collectively, "Equipment");
GENERAL INTANGIBLES: All rights, interests, choses in
action, causes of action, claims and all other intangible
property of the Grantor of every kind and nature (other than
"accounts", as such term is defined in the UCC), in each instance
whether now owned or hereafter acquired by the Grantor,
including, without limitation, all corporate and other business
records; all loans, royalties, and other obligations receivable;
all inventions, designs, patents, patent applications, service
marks, trade names and trademarks (including any applications for
the foregoing and whether or not registered) and the goodwill of
the Grantor's business connected with and symbolized by such
trademarks, trade secrets, computer programs, software, printouts
and other computer materials, goodwill, registrations, U.S.
registered copyrights, licenses relating to trademarks and U.S.
registered copyrights, franchises, customer lists, credit files,
correspondence and advertising materials; all customer and
supplier contracts, firm sale orders, rights under license and
franchise agreements, and other contracts and contract rights;
all interests in partnerships, joint ventures and other entities;
all tax refunds and tax refund claims; all right, title and
interest under leases, subleases, licenses and concessions and
other agreements relating to real or personal property; all pay
ments due or made to the Grantor in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of
any property by any person or governmental authority; all deposit
accounts (general or special) with any bank or other financial
institution; all credits with and other claims against carriers
and shippers; all rights to indemnification; all reversionary
interests in pension and profit sharing plans and reversionary,
beneficial and residual interest in trusts; all proceeds of
insurance of which the Grantor is beneficiary; and all letters of
credit, guaranties, liens, security interests and other security
held by or granted to the Grantor; and all other intangible
property, whether or not similar to the foregoing, including,
without limitation, all "general intangibles", as such term is
defined in the UCC (in each instance, however and wherever
arising, collectively, "General Intangibles");
CHATTEL PAPER, INSTRUMENTS AND DOCUMENTS: All chattel
paper, all instruments (including, without limitation, (a) the
shares of stock described in Annex I-A hereto (the "Pledged
Shares") and all dividends, instruments and other property from
time to time distributed in respect thereof or in exchange
therefor, and (b) the notes and debt instruments described in
Annex I-B hereto (the "Pledged Debt") and all payments thereunder
and instruments and other property from time to time delivered in
respect thereof or in exchange therefor), and all bills of
lading, warehouse receipts and other documents of title and
documents, including, without limitation, all "chattel paper",
"instruments" and "documents", as such terms are defined in the
UCC, in each instance whether now owned or hereafter acquired by
the Grantor, other than any promissory note in an amount less
than $1,000,000 owing to the Grantor from a senior executive or
key employee of the Grantor (an "Excluded Note") (collectively,
"Chattel Paper, Instruments and Documents"); and
OTHER PROPERTY: All property or interests in property now
owned or hereafter acquired by the Grantor which now may be owned
or hereafter may come into the possession, custody or control of
the Agent, any of the Lenders, any Issuing Bank or any agent or
Affiliate of any of them in any way or for any purpose (whether
for safekeeping, deposit, custody, pledge, transmission,
collection or otherwise); and all rights and interests of the
Grantor, now existing or hereafter arising and however and
wherever arising, in respect of any and all (i) notes, drafts,
letters of credit, stocks, bonds, and debt and equity securities,
whether or not certificated, and warrants, options, puts and
calls and other rights to acquire or otherwise relating to the
same; (ii) money; (iii) proceeds of loans, including without
limitation, all the Loans made to the Grantor under the Credit
Agreement; and (iv) insurance proceeds and books and records
relating to any of the property covered by this Agreement
(collectively, "Other Property");
together, in each instance, with all accessions and additions
thereto, substitutions therefor, and replacements, proceeds and
products thereof; provided, however, that (x) Collateral shall
not include Receivables and (y) the foregoing grant of a security
interest shall not include a security interest in any lease and
any property subject to an enforceable lease which by its terms
expressly prohibits the right of the Grantor to grant a security
interest in such lease or property. The Borrower agrees to use
its best commercially reasonable efforts to ensure that no future
lease contains any restrictions on the Borrower's right to grant
a security interest in any equipment placed on the leased
premises.
Section 2. Grantor Remains Liable. Anything herein to the
contrary notwithstanding, (a) the Grantor shall remain liable
under the contracts and agreements included in the Collateral to
the extent set forth therein to perform its duties and
obligations thereunder to the same extent as if this Agreement
had not been executed, (b) the exercise by the Agent of any of
its rights hereunder shall not release the Grantor from any of
its duties or obligations under the contracts and agreements
included in the Collateral (except to the extent that such
exercise prevents the Grantor from satisfying such duties and
obligations), and (c) the Agent shall not have any obligation or
liability under the contracts and agreements included in the
Collateral by reason of this Agreement, nor shall the Agent be
obligated to perform any of the obligations or duties of the
Grantor thereunder, to make any payment, to make any inquiry as
to the nature or sufficiency of any payment received by the
Grantor or the sufficiency of any performance by any party under
any such contract or agreement or to take any action to collect
or enforce any claim for payment assigned hereunder.
Section 3. Delivery of Pledged Collateral. All
certificates, notes and other instruments representing or
evidencing the Pledged Shares or the Pledged Debt and all other
instruments now owned or at any time hereafter acquired by the
Grantor other than any Excluded Notes (collectively, the "Pledged
Collateral") shall be delivered to and held by or on behalf of
the Agent pursuant hereto (except as otherwise provided in the
last sentence of Section 4(f) hereof) and shall be in suitable
form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignments in blank, all in
form and substance satisfactory to the Agent. Upon the
occurrence and during the continuance of an Event of Default, the
Agent shall have the right, at any time in its discretion and
without notice to the Grantor, to transfer to or to register in
the name of the Agent or any nominee of the Agent any or all of
the Pledged Collateral, subject only to the revocable rights
specified in Section 8 hereof. In addition, upon the occurrence
and during the continuance of an Event of Default, the Agent
shall have the right at any time to exchange certificates or
instruments representing or evidencing Pledged Collateral for
certificates or instruments of smaller or larger denominations.
Section 4. Representations and Warranties. The Grantor
represents and warrants as follows:
(a) As of the date of this Agreement, the locations
listed on Annex II constitute all locations at which
Equipment is located, except for Equipment temporarily in
transit. As of the date of this Agreement, the chief place
of business and chief executive office of the Grantor are
located at the address first specified above for the
Grantor.
(b) The Grantor is the legal and beneficial owner of
the Collateral free and clear of all liens, security
interests or other encumbrances, except as expressly
permitted by subsection 8.02(b) of the Credit Agreement.
For the past five years the business of the Grantor has been
conducted only by the following corporations and under the
following corporate names and not under any trade name or
other name:
1) AnnTaylor, Inc.
2) AnnTaylor Factory Stores
3) AnnTaylor Loft
4) AnnTaylor Studio
(c) The Grantor has exclusive possession and control
of the Equipment, except for (i) Equipment in the possession
and control of the Grantor's lessees and licensees under
written lease and license agreements entered into in the
ordinary course of business and consistent with past
practice and (ii) Equipment in transit with common or other
carriers.
(d) The Pledged Shares have been duly authorized and
validly issued and are fully paid and non-assessable. The
Pledged Debt of Grantor's Subsidiaries (if any), and, to the
best of the Grantor's knowledge, all other Pledged Debt, has
been duly authorized, issued and delivered, and is the
legal, valid, binding and enforceable obligation of the
issuers thereof.
(e) The Pledged Shares indicated on Annex I-A hereto
constitute all of the shares of stock held by the Grantor of
the respective issuers thereof. The Pledged Shares and the
Pledged Debt constitute all of the Pledged Collateral except
for Pledged Collateral consisting of checks and drafts
received in the ordinary course of business and with respect
to which the Agent has not at any time requested possession
and which are not a material portion of the Collateral under
this Agreement or the Trademark Assignment executed by
Grantor, taken as a whole (the "Personal Property
Collateral") either singly or in the aggregate.
(f) This Agreement creates a valid security interest
in the Collateral (other than the Pledged Collateral),
securing the payment of the Obligations, and all filings and
other actions necessary or desirable to perfect such
security interest under the Uniform Commercial Code as
enacted in each jurisdiction listed on Annex III hereto have
been duly taken or will be duly taken not later than five
Business Days after the date hereof. The pledge and
delivery of the Pledged Collateral pursuant to this
Agreement and all other filings and other actions taken by
the Grantor to perfect such security interest prior to the
date hereof, create a valid and perfected first priority
security interest in the Pledged Collateral, securing the
payment of the Obligations except for Pledged Collateral
consisting of checks and drafts received in the ordinary
course of business with respect to which the Agent has not
at any time requested possession and which are not a
material portion of the Personal Property Collateral either
singly or in the aggregate.
(g) Other than the filings with the United States
Patent and Trademark Office and filings under the UCC, no
authorization, approval or other action by, and no notice to
or filing with, any federal, state or local governmental
authority that have not already been taken or made and which
are in full force and effect, is required (i) for the pledge
by the Grantor of the Pledged Collateral or for the grant by
the Grantor of the security interest in the Collateral
granted hereby or for the execution, delivery or performance
of this Agreement by the Grantor, (ii) for the exercise by
the Agent of the voting or other rights provided in this
Agreement with respect to the Pledged Collateral or the
remedies in respect of the Pledged Collateral pursuant to
this Agreement (except as may be required in connection with
the disposition thereof by laws affecting the offering and
sale of securities generally), or (iii) for the exercise by
the Agent of any of its other rights or remedies hereunder.
Section 5. Further Assurances.
(a) The Grantor agrees that from time to time, at the
expense of the Grantor, the Grantor will promptly execute
and deliver all further instruments and documents, and take
all further action, that may be necessary or reasonably
desirable, or that the Agent may reasonably request, in
order to perfect and protect any security interest granted
or purported to be granted hereby or to enable the Agent to
exercise and enforce its rights and remedies hereunder with
respect to any Collateral; provided, however, that the
Grantor shall in no event be required to execute any
leasehold mortgage with respect to any lease. Without
limiting the generality of the foregoing, at the request of
the Agent, the Grantor shall: (i) if an Event of Default
shall have occurred and be continuing, ▇▇▇▇ conspicuously
each document included in the Collateral and, at the request
of the Agent made at any time, and whether or not an Event
of Default shall have occurred, ▇▇▇▇ each of its records
pertaining to the Collateral with a legend, in form and
substance satisfactory to the Agent, indicating that such
document or Collateral is subject to the security interest
granted hereby; and (ii) execute and file such financing or
continuation statements, or amendments thereto, and such
other instruments or notices, as may be necessary or
desirable, or as the Agent may reasonably request, in order
to perfect and preserve the security interests granted or
purported to be granted hereby.
(b) The Grantor hereby authorizes the Agent to file
one or more financing or continuation statements, and
amendments thereto, relative to all or any part of the
Collateral without the signature of the Grantor where
permitted by law. A carbon, photographic or other
reproduction of this Agreement or any financing statement
covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law.
(c) The Grantor shall furnish to the Agent from time
to time statements and schedules further identifying and
describing the Collateral and such other reports in
connection with the Collateral as the Agent may request, all
in reasonable detail.
Section 6. As to Equipment. The Grantor shall:
(a) Keep the Equipment (other than Equipment sold in
accordance with Section 8.02(a) of the Credit Agreement) at
the places specified in Section 4(a) hereof and deliver
written notice to the Agent at least 30 days prior to
establishing any other location at which it reasonably
expects to maintain Equipment in which jurisdiction all
action required by Section 5 hereof shall have been taken
with respect to all such Equipment.
(b) Maintain or cause to be maintained in good repair,
working order and condition, excepting ordinary wear and
tear and damage due to casualty, all of the Equipment, and
make or cause to be made all appropriate repairs, renewals
and replacements thereof, to the extent not obsolete and
consistent with past practice of the Grantor, as quickly as
practicable after the occurrence of any loss or damage
thereto which are necessary or desirable to such end. The
Grantor shall promptly furnish to the Agent a statement
respecting any material loss or damage as a result of a
single occurrence to any of the Equipment which has an
aggregate fair market value exceeding $250,000.
Section 7. As to the Pledged Collateral.
(a) So long as no Event of Default shall have occurred
and be continuing:
(i) The Grantor and not the Agent shall be
entitled to exercise any and all voting and other
rights of consent or approval pertaining to the Pledged
Collateral or any part thereof for any purpose not
inconsistent with the terms of this Agreement or the
Credit Agreement; provided, however, that the Grantor
shall not exercise or refrain from exercising any such
right without the consent of the Agent if such action
or inaction would have a material adverse effect on the
value of the Pledged Collateral or the benefits to the
Agent, the Lenders and the Issuing Banks including,
without limitation, the validity, priority or
perfection of the security interest granted hereby or
the remedies of the Agent hereunder.
(ii) The Grantor and not the Agent shall be
entitled to receive and retain any and all dividends
and interest paid in respect of the Pledged Collateral;
provided, however, that any and all
(A) dividends and interest paid or
payable other than in cash in respect of, and
instruments and other property received,
receivable or otherwise distributed in respect of,
or in exchange for, any Pledged Collateral,
(B) dividends and other
distributions paid or payable in cash in respect
of any Pledged Collateral consisting of stock of
any Subsidiary of the Grantor and dividends and
other distributions paid or payable in cash in
respect of any other Pledged Collateral in
connection with a partial or total liquidation or
dissolution or in connection with a reduction of
capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or
otherwise distributed in respect of principal of,
or in redemption of, or in exchange for, any
Pledged Collateral,
shall forthwith be delivered to the Agent, in the
case of (A) above, to hold as Pledged Collateral and
shall, if received by the Grantor, be received in trust
for the benefit of the Agent, the Lenders and the
Issuing Banks, be segregated from the other property or
funds of the Grantor, and be forthwith delivered to the
Agent, as Pledged Collateral in the same form as so
received (with any necessary indorsement) and, in the
case of (B) and (C) above, to the extent required under
the terms of the Credit Agreement, shall forthwith be
delivered to the Agent to be applied to the Obligations
in such order as provided in subsection 2.06(b) of the
Credit Agreement.
(iii) The Agent shall promptly execute and
deliver (or cause to be executed and delivered) to the
Grantor all such proxies and other instruments as the
Grantor may reasonably request for the purpose of
enabling the Grantor to exercise the voting and other
rights which it is entitled to exercise pursuant to
paragraph (i) above and to receive the dividends or
interest payments which it is authorized to receive and
retain pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of
an Event of Default and at the Agent's option:
(i) All rights of the Grantor to exercise
the voting and other rights of consent or approval
which it would otherwise be entitled to exercise
pursuant to Section 8(a)(i) hereof and to receive the
dividends and interest payments which it would
otherwise be authorized to receive and retain pursuant
to Section 8(a)(ii) hereof shall cease, and all such
rights shall thereupon become vested in the Agent, who
shall thereupon have the sole right to exercise such
voting and other rights of consent or approval and to
receive and hold as Pledged Collateral such dividends
and interest payments.
(ii) All dividends and interest payments
which are received by the Grantor contrary to the
provisions of paragraph (i) of this Section 8(b) hereof
shall be received in trust for the benefit of the
Agent, the Lenders and the Issuing Banks and shall be
segregated from other funds of the Grantor and shall be
forthwith paid over to the Agent as Pledged Collateral
in the same form as so received (with any necessary
indorsement).
Section 8. Additional Shares. The Grantor agrees that it
will (i) cause each issuer of the Pledged Shares subject to its
control not to issue any stock or other securities in addition to
or in substitution for the Pledged Shares issued by such issuer,
except to the Grantor or as otherwise permitted under the Credit
Agreement, and (ii) pledge hereunder, immediately upon its
acquisition (directly or indirectly) thereof, any and all
additional shares of stock or other securities of each issuer of
the Pledged Shares. The Grantor hereby authorizes the Agent to
modify this Agreement by amending Annex I to include such
additional shares or other securities.
Section 9. The Agent Appointed Attorney-in-Fact. The
Grantor hereby irrevocably appoints the Agent the Grantor's
attorney-in-fact, with full authority in the place and stead of
the Grantor and in the name of the Grantor or otherwise, from
time to time in the Agent's discretion, to take, upon the
occurrence and during the continuance of an Event of Default, any
action and to execute any instrument which the Agent may deem
necessary or advisable to accomplish the purposes of this
Agreement (subject to the rights of the Grantor under Section 7
hereof), including, without limitation:
(i) to obtain and adjust insurance required
to be paid to the Agent pursuant to Section 7.05 of the
Credit Agreement,
(ii) to ask, demand, collect, ▇▇▇ for,
recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in
respect of any of the Collateral,
(iii) to receive, indorse, and collect any
drafts or other instruments, documents and chattel
paper, in connection with clause (i) or (ii) above,
(iv) to file any claims or take any action or
institute any proceedings which the Agent may deem
necessary or desirable for the collection of any of the
Collateral or otherwise to enforce the rights of the
Agent with respect to any of the Collateral, and
(v) to receive, indorse and collect all
instruments made payable to the Grantor representing
any dividend, interest payment or other distribution in
respect of the Pledged Collateral or any part thereof
and to give full discharge for the same.
Nothing set forth in this Section 9 and no exercise by the
Agent of the rights and powers granted in this Section 9 shall
limit or impair the Grantor's rights under Section 7 hereof. The
Grantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. All powers, authorizations
and agencies contained in this Agreement are coupled with an
interest and shall be irrevocable until the Obligations are paid
in full and the commitments of the Lenders to extend credit under
the Credit Agreement are terminated.
Section 10. The Agent May Perform. If the Grantor fails to
perform any agreement contained herein, the Agent, upon written
notice to the Grantor if practicable, may itself perform, or
cause performance of, such agreement, and the expenses of the
Agent incurred in connection therewith shall be payable by the
Grantor under Section 14 hereof.
Section 11. The Agent's Duties. The powers conferred on
the Agent hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it, in the absence
of willful misconduct or gross negligence, to exercise any such
powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it
hereunder, the Agent shall have no duty as to any Collateral.
The Agent shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral in its possession
if the Collateral is accorded treatment substantially equal to
that which the Agent accords its own property, it being
understood that the Agent shall be under no obligation to (i)
ascertain or take action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any
Pledged Collateral, whether or not the Agent has or is deemed to
have knowledge of such matters, or (ii) take any necessary steps
to preserve rights against prior parties or any other rights
pertaining to any Collateral, but may do so at its option, and
all reasonable expenses incurred in connection therewith shall be
for the sole account of the Grantor and shall be added to the
Obligations.
Section 12. Remedies. If any Event of Default shall have
occurred and be continuing:
(a) The Agent may exercise in respect of the
Collateral, in addition to other rights and remedies
provided for herein or otherwise available to it, all the
rights and remedies of a secured party upon default under
the Uniform Commercial Code as in effect from time to time
in the State of New York (the "Code") (whether or not the
Code applies to the affected Collateral) and also may (i)
require the Grantor to, and the Grantor hereby agrees that
it will at its expense and upon request of the Agent
forthwith, assemble all or any part of the Collateral as
directed by the Agent and make it available to the Agent at
a place to be designated by the Agent which is reasonably
convenient to both parties and (ii) without notice except as
specified below, sell, lease, assign, grant an option or
options to purchase or otherwise dispose of the Collateral
or any part thereof in one or more parcels at public or
private sale, at any exchange, broker's board or at any of
the Agent's offices or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as may be
commercially reasonable. The Agent may be the purchaser of
any or all of the Collateral so sold at any public sale (or,
if the Collateral is of a type customarily sold in a
recognized market or is of a type which is the subject of
widely distributed standard price quotations, at any private
sale) and thereafter hold the same, absolutely, free from
any right or claim of whatsoever kind. The Agent is
authorized, at any such sale, if it deems it advisable so to
do, to restrict the prospective bidders or purchasers of any
of the Pledged Collateral to persons who will represent and
agree that they are purchasing for their own account for
investment, and not with a view to the distribution or sale
of any such Pledged Collateral and to take such other
actions as it may deem appropriate to exempt the offer and
sale of the Collateral from any registration requirements of
state or federal securities laws (including, if it deems it
appropriate, actions to comply with Regulation D of the
Securities and Exchange Commission under the Securities Act
of 1933, as from time to time amended (the "Securities
Act")). To the extent permitted by law, the Grantor hereby
specifically waives all rights of redemption, stay or
appraisal which it has or may have under any rule of law or
statute now existing or hereafter in force. The Grantor
agrees that, to the extent notice of sale shall be required
by law, at least ten days' written notice to the Grantor of
the time and place of any public sale or the time after
which any private sale is to be made shall constitute
reasonable notification. The Agent shall not be obligated
to make any sale of Collateral regardless of notice of sale
having been given. The Agent may adjourn any public or
private sale from time to time by announcement at the time
and place fixed therefor and such sale may, without further
notice, be made at the time and place to which it was so
adjourned. In case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral
so sold may be retained by the Agent until the selling price
is paid by the purchaser thereof, but the Agent shall not
incur any liability in case of the failure of such purchaser
to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may again be sold upon
like notice. The Agent instead of exercising the power of
sale herein conferred upon it, may proceed by a suit or
suits at law or in equity to foreclose the security
interests herein granted and sell the Collateral, or any
portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.
(b) Any cash held by the Agent as Collateral and all
cash proceeds received by the Agent in respect of any sale
of, collection from, or other realization upon all or any
part of the Collateral may, in the discretion of the Agent,
be held by the Agent as Collateral for, and/or then or at
any time thereafter applied against (after payment of any
amounts payable to the Agent pursuant to Section 15 hereof)
in whole or in part by the Agent, for the benefit of the
Agent, the Lenders and the Issuing Banks, all or any part of
the Obligations in such order as is provided in Section
2.06(b) of the Credit Agreement. Any surplus of such cash
or cash proceeds held by the Agent and remaining after
payment in full of all the Obligations under this Agreement
and the termination of the commitments of the Lenders to
extend credit under the Credit Agreement shall be promptly
paid over to the Grantor or to whomsoever may be lawfully
entitled to receive such surplus.
Section 13. Registration Rights.
(a) If the Agent shall determine to exercise its right
to sell all or any of the Pledged Collateral pursuant to
Section 12 hereof, the Grantor agrees that, upon request of
the Agent, the Grantor will, at its own expense:
(i) execute and deliver, and cause each
issuer of the Pledged Collateral which is a Subsidiary
contemplated to be sold and the directors and officers
thereof to execute and deliver, all such instruments
and documents, and do or cause to be done all such
other acts and things, as may be necessary or, in the
opinion of the Agent, advisable to register such
Pledged Collateral under the provisions of the
Securities Act, and to cause the registration statement
relating thereto to become effective and to remain
effective for such period as prospectuses are required
by law to be furnished, and to make all amendments and
supplements thereto and to the related prospectus
which, in the opinion of the Agent, are necessary or
advisable, all in conformity with the requirements of
the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto;
(ii) use its best efforts to qualify the
Pledged Collateral under the state securities or "Blue
Sky" laws and to obtain all necessary approvals of all
Governmental Authorities for the sale of the Pledged
Collateral, as requested by the Agent;
(iii) cause each such issuer to make
available to its security holders, as soon as
practicable, an earnings statement which will satisfy
the provisions of Section 10 of the Securities Act; and
(iv) do or cause to be done all such other
acts and things as may be necessary to make such sale
of the Pledged Collateral or any part thereof valid and
binding and in compliance with applicable law.
(b) Determination by the Agent to exercise its right
to sell any or all of the Pledged Collateral pursuant to
Section 12 hereof without making a request of the Grantor
pursuant to Section 13(a) hereof shall not by the sole fact
of such sale be deemed to be commercially unreasonable.
Section 14. Expenses. The Grantor shall upon written
demand pay to the Agent the amount of any and all expenses,
including the fees and disbursements of its counsel and of any
experts and agents, as provided in Section 12.03 of the Credit
Agreement.
Section 15. Amendments, Etc. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the
Grantor herefrom shall in any event be effective unless the same
shall be in writing and signed by the party to be charged
therewith, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for
which given.
Section 16. Notices. All notices and other
communications provided for hereunder shall be given in the
manner set forth in the Credit Agreement and to the addresses
first above written or, as to each party, at such other address
as may be designated by such party in a written notice to the
other party.
Section 17. Continuing Security Interest; Termination.
(a) This Agreement shall create a continuing security
interest in the Collateral and shall (i) remain in full
force and effect until payment in full of the Obligations,
the termination of the commitments of the Lenders to extend
credit under the Credit Agreement and the termination of the
Credit Agreement, (ii) be binding upon the Grantor, its
successors and assigns and (iii) except to the extent that
the rights of any transferor or assignor are limited by
Section 12.01 (concerning assignments) of the Credit
Agreement, inure, together with the rights and remedies of
the Agent hereunder, to the benefit of the Agent, the
Lenders and the Issuing Banks, subject to the terms and
conditions of the Credit Agreement. Without limiting the
generality of the foregoing clause (iii), any Lender may
assign or otherwise transfer any interest in any Loan owing
to such Lender to any other Person, and such other Person
shall thereupon become vested with all the benefits in
respect thereof granted to the Agent herein or otherwise,
subject, however, to the provisions of Section 12.01
(concerning assignments) of the Credit Agreement. Nothing
set forth herein or in any other Loan Document is intended
or shall be construed to give the Grantor's successors and
assigns any right, remedy or claim under, to or in respect
of this Agreement, any other Loan Document or any
Collateral. The Grantor's successors and assigns shall
include, without limitation, a receiver, trustee or
debtor-in-possession thereof or therefor.
(b) Upon the payment in full of the Obligations, the
termination of the commitments of the Lenders to extend
credit under the Credit Agreement and the termination of the
Credit Agreement, the security interest granted hereby shall
terminate and all rights to the Collateral shall revert to
the Grantor. Upon any such termination, the Agent shall
promptly return to the Grantor, at the Grantor's expense,
such of the Collateral held by the Agent as shall not have
been sold or otherwise applied pursuant to the terms hereof.
The Agent will, at the Grantor's expense, execute and
deliver to the Grantor such other documents as the Grantor
shall reasonably request to evidence such termination.
(c) Upon any release of the Agent's security interest
in any part of the Collateral expressly required to be given
by the Agent pursuant to Section 11.12(c) of the Credit
Agreement, the Agent shall execute and deliver to the
Grantor, at the Grantor's expense, all termination
statements, assignments and other documents and instruments
as may be necessary or desirable to release fully the
security interests in such Collateral granted hereby;
provided, however, that (i) the Agent shall not be required
to execute any such documents on terms which, in the Agent's
opinion, would expose the Agent to liability or create any
obligation or entail any consequence other than the release
of such security interests without recourse or warranty, and
(ii) such release shall not in any manner discharge, affect
or impair the Obligations or any security interests, liens
or other encumbrances upon (or obligations of the Grantor in
respect of) all interests retained by the Grantor, including
without limitation, the proceeds of any sale, all of which
shall continue to constitute part of the Collateral.
Section 18. Applicable Law; Severability. This Agreement
shall be construed in all respects in accordance with, and
governed by, the laws of the State of New York. Whenever
possible, each provision of this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the
remaining provisions of this Agreement.
Section 19. Consent to Jurisdiction and Service of Process;
Waiver of Jury Trial. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
THE GRANTOR WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF
NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
GRANTOR ACCEPTS, FOR ITSELF IN AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO
BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS
AVAILABLE. THE GRANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED
ON THE FIRST PAGE HEREOF, SUCH SERVICE TO BECOME EFFECTIVE TEN
(10) DAYS AFTER SUCH MAILING. EACH OF THE GRANTOR AND, BY
ACCEPTANCE HEREOF, THE AGENT AND THE LENDERS, IRREVOCABLY WAIVES
(A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT, AND (B) ANY OBJECTION (INCLUDING WITHOUT
LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT IN ANY JURISDICTION SET FORTH ABOVE.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY
LENDER TO BRING PROCEEDINGS AGAINST GRANTOR IN THE COURTS OF ANY
OTHER JURISDICTION.
IN WITNESS WHEREOF, the Grantor has caused this Agreement to
be duly executed and delivered by its officer thereunto duly
authorized as of the day first above written.
ANNTAYLOR, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. V.P. - Finance
Agreed and accepted to as of
the date first above written:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
ANNEX I-A
PLEDGED SHARES
Stock
Class of Certificate No. of
Issuer Stock No. Shares
AnnTaylor Travel, Inc. Common 1 1
AnnTaylor Funding, Inc. Common 1 100
AnnTaylor Distribution
Services, Inc. Common 1 1
CAT US Inc. Common 1 2,000
CAT US Inc. Common 11 2,000
C.A.T. (Far East)
Limited Common 5 30,000
C.A.T. (Far East)
Limited Common 8 30,000
ANNEX I-B
PLEDGED DEBT
NONE
ANNEX II
LOCATIONS OF EQUIPMENT
See Attached.
3 15 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
358060000 2058372425
3 15 355 RIVERCHASE GALLERIA ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
AL 352440000
3 15 273 LITTLE ROCK ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇
5016639571
8 74 742 ARIZONA FACT SHOPS ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ 850270000 6024659540
4 18 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇
857050000 6028884080
4 18 174 BILTMORE FASHION PARK ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇
850160000 ▇▇▇▇▇▇▇▇▇▇
4 18 331 SCOTTSDALE FASHION SQ ▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 852510000
6024238093
▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇) ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇
8 74 ▇▇▇ ▇▇▇▇▇▇ ▇▇ (SAN LEANDRO) MARINA
SQUARE SAN LEANDRO CA 945770000
8 74 739 NAPA ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇
8 74 717 CITADEL ▇▇▇ ▇▇▇▇▇▇▇
▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
2137257033
8 74 ▇▇▇ ▇▇▇▇▇▇▇ 2796 TANGER
WAY, SPACE 213 BARSTOW CA
923110000 6192532999
4 22 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇. + MISSION AVE CARMEL CA
939210000 4086269565
8 74 715 GILROY ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
950200000 4088481188
8 74 714 PETALUMA ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
7077669592
8 79 799 GILROY ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇
4 22 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
4 23 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇
6 64 ▇▇▇ ▇▇ ▇▇▇▇▇▇ II ▇▇▇ ▇. ▇▇▇▇
▇▇▇, #▇▇▇ ▇▇▇▇▇ BARBARA CA 931050000
8055631346
4 23 ▇▇▇ ▇▇▇▇▇▇▇▇ @ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
4 23 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ 949250000
4159270577
4 23 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ #▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ 941110000
4159895355
4 23 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 945880000
5104633240
4 23 94 PALO ALTO 18 STANFORD
SHPNG. CTR. PALO ALTO CA 943040000
4158530433
4 23 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
4155432487
6 64 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
5109338551
8 79 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇
6 64 504 ▇▇▇▇▇▇▇ CENTER 131 NO. LA
CIENEGA #669 LOS ANGELES CA 900480000
3106594051
4 22 322 VALLEY FAIR 2855 ▇▇▇▇▇▇▇
CRK #2305 SANTA CLARA CA 950500000
4082470245
4 22 ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
4 21 ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ 913600000
▇▇▇▇▇▇▇▇▇▇
4 21 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ 913670000 8188882774
4 22 192 STONESTOWN GALLERIA ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ 941320000
4155640229
4 21 177 PASADENA ▇▇▇-▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
8187924820
4 21 180 DESERT FASHION PLAZA ▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 922620000
6193277128
4 21 183 MEDIA CITY CENTER 201 E.
MAGNOLIA #236 BURBANK CA 915010000
▇▇▇▇▇▇▇▇▇▇
4 21 ▇▇▇ ▇▇ ▇▇▇▇▇▇ I ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 931050000
8055639954
4 21 308 GLENDALE GALLERIA ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 912100000
8182460350
4 20 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
4 21 326 SANTA ▇▇▇▇▇ ▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇
910071904 8188214425
4 21 342 ▇▇▇▇▇▇▇ OAKS ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ 914230000
8187840553
4 21 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ SP124 NORTHRIDGE CA 913242501
4 22 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 441 ▇▇▇▇▇▇
STREET SAN FRANCISCO CA 941080000
4159895381
4 20 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇
4 20 404 7TH MKTPL @ CITICORP PZ 735 SOUTH
▇▇▇▇▇▇▇▇ LOS ANGELES CA 900170000
2136292932
4 22 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ #▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 958140000
▇▇▇▇▇▇▇▇▇▇
4 19 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
4 19 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ 927010000
7145437668
4 19 173 LA JOLLA ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 6194540158
4 19 ▇▇▇ ▇▇▇▇ ▇▇▇▇ 2117 BREA
MALL BREA CA
926210000 7145299002
4 19 184 NORTH COUNTY FAIR 200 E. VIA
RANCHO PKY/S319 ESCONDIDO CA 920250000
6197379195
4 19 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ DR., N-9 SAN DIEGO CA 921221206
6194506550
4 19 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ 926260000
7147541915
4 20 70 WESTWOOD ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
3102086549
4 19 319 FASHION VALLEY ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 6196832090
4 20 289 CENTURY CITY ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 900670000
▇▇▇▇▇▇▇▇▇▇
4 20 73 ▇▇▇▇▇▇▇ HILLS ▇▇▇ ▇.
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 902100000
3108587840
4 22 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
944030000
4155711030
4 20 75 DEL AMO FASHION CTR 239 DEL AMO
FASHION CTR. TORRANCE CA 905030000
3103716546
4 20 76 ▇▇▇▇▇▇▇ CENTER ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇/▇.▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 900480000
3106596655
4 20 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 735 SOUTH
▇▇▇▇▇▇▇▇ LOS ANGELES CA 900170000
2136292932
4 22 195 ARDEN FAIR ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 958150000
9165670290
4 20 182 PALOS VERDES ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 902740000
3105414470
4 20 181 SANTA ▇▇▇▇▇▇ PLACE 175 SANTA
▇▇▇▇▇▇ PLACE SANTA MONICA CA 904010000
3103953650
8 74 741 CAMARILLO ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
8053830482
8 74 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ FACT SHOPS ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 801040000
3036883335
4 31 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇
▇▇▇, #▇▇▇ ▇▇▇▇▇▇ ▇▇
802060000 3033551324
4 31 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 2070
BROADWAY, STORE D BOULDER CO
803020000 3034493971
4 31 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
802020000 3038920478
5 5 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ SP C-115 DANBURY CT
068100000 2037910761
5 24 23 HARTFORD 1 CIVIC
CENTER PLAZA HARTFORD CT 061030000
2032784020
5 5 343 TRUMBULL SHOPPING PK ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 066110000
2033744234
5 24 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ 060334402
2036599315
5 5 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ CTR 100 GREYROCK
PLACE STAMFORD CT 069010000
2033591616
5 5 3 NEW CANAAN ▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ 068400000
▇▇▇▇▇▇▇▇▇▇
5 24 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 060320000
2035218195
5 24 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ 060400000
2036447217
5 5 2 WESTPORT 97 MAIN
STREET WESTPORT CT 068800000
2032277557
5 5 4 GREENWICH 55 EAST
▇▇▇▇▇▇ AVENUE GREENWICH CT 068300000
2036616455
5 5 ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ 065100000
2037772304
▇ ▇▇ ▇▇▇ ▇▇▇ & ▇▇▇▇ - ▇▇▇▇▇▇ '94 ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ 065110000
2037722516
7 91 95 ▇▇▇ ▇▇▇▇▇▇ DIRECT ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ 065110000
8002898295
1 7 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 50
MASSACHUSETTS AVE. NE WASHINGTON DC 200020000
▇▇▇▇▇▇▇▇▇▇
1 7 ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
2023385290
6 61 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇-- ▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 200020000
2022892631
1 7 36 ▇▇▇▇▇ GALLERIE ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
2022441940
1 7 ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ 200060000
2024663544
6 61 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇
▇▇▇▇▇▇ ▇▇-▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 200070000
2023381061
8 71 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 199710000
3 16 101 FASHION MALL 321 N.
UNIVERSITY DR. PLANTATION FL 333240000
▇▇▇▇▇▇▇▇▇▇
3 16 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 3056626612
3 16 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 334260000
4073641211
3 16 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ 334310000
4073910785
3 16 311 FT. LAUDERDALE ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇. FT. LAUDERDALE FL 333040000
3055665801
3 16 317 BAL HARBOUR SHOPS ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 331540000
3058684455
3 16 ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇
331760000 3053254047
3 16 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 331330000
3054440146
3 16 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇.-▇ ▇-▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 334100000
8 72 744 SAWGRASS ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇
3 15 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
4078343909
8 72 731 ORLANDO ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇
328190000
8 72 722 VERO BEACH ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇
329660000 4077782337
8 72 ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
9048231425
8 72 711 SILVER SANDS ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇
325410000 9046540775
3 15 ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ THE OAKS
MALL GAINESVILLE FL
326050000 9043631869
8 72 701 SAWGRASS ▇▇▇▇▇ ▇▇▇▇▇
▇.▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
333230000 3058469607
8 72 708 GULF COAST FACT SHOPS 5460 FACT
STOPS BLVD. ST 700 ELLENTON FL
342220000 8137236713
3 15 ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ 1618 SNOW
AVENUE TAMPA FL
336060000 8132511919
3 15 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
322560000 9043631869
3 15 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
4076285600
3 15 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ PLAZA-SP C5 TAMPA FL 336090000
8132828819
3 15 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ CENTER ▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇.-▇ 555 BRANDON FL
335114720
3 15 310 WATERSIDE SHOPS ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇., ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 8135984454
3 15 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
327710000 4073213886
3 15 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 2200 ▇▇▇▇▇▇
AVENUE TAMPA FL
336120000 8139715200
8 72 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇
3 13 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ 302020000
4016644915
3 13 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇
303460000 4046718874
3 13 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
303390000 4043196363
3 13 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 7066670471
3 13 ▇▇▇ ▇▇▇▇▇'▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇
3 13 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
303260000 4042640450
4 30 178 ALA MOANA CENTER ▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇ #▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 8089450028
4 30 327 PEARLRIDGE CENTER 981005 MOANA
LUA RD. #121 AIEA HI
967010000 ▇▇▇▇▇▇▇▇▇▇
2 10 ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇
600770000 7086797370
2 10 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 3123374462
8 73 721 TUSCOLA ▇-▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇-▇▇▇ TUSCOLA IL
619530000 2172532330
2 10 33 CONTINENTAL BANK ▇▇▇ ▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 3123325572
2 10 ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 3129435411
2 10 ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇.
▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 3123350117
2 10 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
2 27 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ SHOPPING SCHAUMBERG IL 601730000
2 27 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 91
NAPERVILLE RD 52 WHEATON
IL 601870000
7086904377
2 27 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
2 27 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 208 OAKBROOK
CENTER OAKBROOK IL 605210000
▇▇▇▇▇▇▇▇▇▇
8 73 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ 7088550100
2 27 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ IL 601730000
▇▇▇▇▇▇▇▇▇▇
2 27 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ST INDIANAPOLIS IN
462250000 3176385330
8 73 728 FREMONT 6245 NO. OLD
27 SUITE C-10 FREMONT IN
467370000 ▇▇▇▇▇▇▇▇▇▇
8 73 730 MICHIGAN CTY (LIGHTHOUSE) ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ IN 463600000
2198793409
2 27 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇.
▇▇▇▇▇ ▇▇▇▇ MISHAWAKA IN 465440000
2192776601
2 27 241 KEYSTONE AT THE CROSSING 8701
KEYSTONE CROSSING INDIANAPOLIS IN
462400000 3175749445
8 73 729 EDINBURGH 11626 N.E
EXECUTIVE DR, F-40 EDINBURGH IN
461240000 8125260147
3 13 360 OXMOOR CENTER ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
402220000
9 95 37 D.C. FLOW-THRU ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇
402580000
3 13 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇
405030000 6062730270
3 29 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 701300000
5045292306
3 29 106 MALL AT ST. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇ ▇▇▇. BOX 30 SHREVEPORT LA
711040000 3182269554
3 29 89 NEW ORLEANS CENTRE ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 701120000
5045611002
3 29 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇
700020000 5048350843
5 24 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ 021670000 6172444848
5 6 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇
021380000 6178643720
5 24 ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
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NORTHERN BLVD. MANHASSET NY
110300000 ▇▇▇▇▇▇▇▇▇▇
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2 14 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
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2 14 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 28 WEST 4TH
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2 14 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
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▇▇ ▇▇▇▇▇▇▇▇▇ 2163333351
8 73 712 OHIO FACTORY SHOPS 8000 FACTORY
SHOPS BLVD. JEFFERSONVILLE OH
431280000 6149482100
3 17 262 OKLAHOMA CITY 50 PENN
PLACE OKLAHOMA CITY OK
731180000 4058433557
3 17 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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4 30 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇
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4 30 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
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8 71 735 THE CROSSINGS 285
CROSSINGS FACTORY TANNERSVILLE PA
183720000 7176889605
8 72 706 MILLSTREAM 201 OUTLET
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PA 176020000 7173932074
2 9 ▇▇ ▇▇▇▇-▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
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8 71 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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2 9 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
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▇▇ 152190000 4122614772
2 9 ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 1000 ▇▇▇▇
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PA 152370000 4123640170
2 9 ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇ ▇▇▇▇▇▇▇▇▇ 2159779336
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194060000 6103540770
2 9 ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 539
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PA 193420000 2155583660
2 9 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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2 9 348 SHADYSIDE ▇▇▇▇ ▇▇▇▇▇▇
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▇▇ 161270000 4127485101
2 9 43 ARDMORE ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ 2156424293
5 24 6 WARWICK 117 WARWICK
MALL WARWICK
RI 028860000 4017379220
3 28 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇ 296070000 8036273857
3 28 ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
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▇▇ 299280000 8038422388
8 72 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
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3 28 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇▇) ▇▇▇-▇▇▇ ▇▇▇▇
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▇▇ 294010000 8037228231
3 13 ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ PIKE-S 1582 KNOXVILLE
TN 379190000
3 13 279 COOL SPRINGS GALLERIA ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇/▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ 370640000 6147717232
3 13 ▇▇▇ ▇▇▇ ▇▇▇▇ @ GREEN HILLS ▇▇▇▇ ▇▇▇▇▇
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3 13 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇ 6158947694
3 13 261 BELLEVUE CENTER ▇▇▇▇ ▇▇ ▇▇▇
▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ 6156467692
3 13 260 SADDLECREEK ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
9017567996
3 17 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇ CENTER DALLAS
TX 752250000 2146915544
3 17 283 DALLAS GALLERIA ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ 2143864548
8 72 707 SAN MARCOS ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ 5127546754
8 72 726 GAINESVILLE 4321 I-H 35
NORTH, SPACE 600 GAINESVILLE
TX 762400000 8176886650
3 17 ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇ - SUITE 620 SAN ANTONIO
TX 782160000 2103664742
3 17 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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3 17 344 ARBORETUM MARKET ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ 5123458307
3 17 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
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3 17 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇.-▇ 130 FORT WORTH
TX 761320000
3 29 83 TOWN & COUNTRY 800 WEST
BELT HOUSTON
TX 770240000 7139731196
3 29 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ 1029
BAYBROOK MALL FRIENDSWOOD TX
775460000 7132808331
3 29 281 HOUSTON GALLERIA ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
770560000 7136273722
3 29 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇
▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
TX 770700000 7134696792
3 29 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ SP609 HOUSTON
TX 770190000 7139427345
3 17 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇
3 17 390 UNIVERSITY VILLAGE ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
3 17 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ VILLAGE 47 HIGHLAND
PARK VILLAGE DALLAS
TX 752050000 2145224700
3 17 411 COLLECTION @ BWY & SUNSET ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇
4 31 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇
841020000 8013221061
4 31 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇
▇▇ 841070000 8012611071
1 8 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
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1 8 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ 8047412797
1 8 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 6453
SPRINGFIELD MALL SPRINGFIELD
VA 221500000 7039719108
1 8 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ CENTER 11500
MIDLOTHIAN T'PIKE RICHMOND VA
232350000 8047941780
1 8 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
VA 222020000 7034153170
1 7 312 TYSONS GALLERIA ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ 7039179854
8 72 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ PRINCE ▇▇▇▇▇▇▇ VA
221920000 7034915308
1 7 30 TYSON'S CORNER TYSON'S
CORNER CENTER MCLEAN VA
221020000 7038930777
1 8 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ 220900000 7037874602
5 6 ▇▇▇ ▇▇▇▇▇▇ ▇▇. MARKET PLACE ONE CHURCH
STREET BURLINGTON
VT 054020000 8028604746
4 30 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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4 30 ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇ 980040000 2064553470
4 30 194 CITY CENTRE ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ 981010000 ▇▇▇▇▇▇▇▇▇▇
8 74 738 SUPERMALL ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇ 980010000
2 27 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 2500 N.
MAYFAIR ROAD-SP 0-28 WAUWATOSA WI
532260000 4147749222
ANNEX III
UCC FILINGS
See Attached.
UCC Filing Jurisdictions
AnnTaylor, Inc.
Alabama Secretary of State
Arizona Secretary of State
Arkansas Secretary of State
Office of the Clerk of the
Circuit Court and
Ex Officio Recorder of
Pulaski County
California Secretary of State
Colorado Secretary of State
Connecticut Secretary of State
Delaware Secretary of State
District of
Columbia Recorder of Deeds of the District of Columbia
Florida Secretary of State
Georgia Clerk of the Superior Court of ▇▇▇▇▇▇ County
Hawaii Registrar of Conveyances
Illinois Secretary of State
Indiana Secretary of State
Kentucky Secretary of State of the Commonwealth of
Kentucky
Office of the County Clerk of
Jefferson
County
Louisiana Recorder of Mortgages of Orleans Parish
Maryland Maryland State Department of Assessments and
Taxation
Massachusetts Secretary of Commonwealth
Michigan Secretary of State
Minnesota Secretary of State
Mississippi Secretary of State
Chancery Clerk of Madison County
Missouri Secretary of State
Nebraska Secretary of State
Nevada Secretary of State
New Hampshire Secretary of State
New Jersey Secretary of State
New Mexico Secretary of ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary of State
Ohio Secretary of State
Oklahoma County Clerk of Oklahoma County
Oregon Secretary of State
Pennsylvania Secretary of the Commonwealth
Rhode Island Secretary of State
South Carolina Secretary of State
Tennessee Secretary of State
Texas Secretary of State
Utah Division of Corporations and Commercial Code
Vermont Secretary of State
Town Clerk of Burlington
Virginia State Corporation Commission
Washington Department of Licensing
Wisconsin Secretary of State
