AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT BY AND BETWEEN CHRISTOPHER & BANKS COMPANY AND CHRISTOPHER & BANKS SERVICES COMPANY, CHRISTOPHER & BANKS, INC., AND WELLS FARGO BANK, NATIONAL ASSOCIATION Acting through its WELLS FARGO BUSINESS...

Exhibit 10.48

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

BY AND BETWEEN

XXXXXXXXXXX & BANKS COMPANY AND
XXXXXXXXXXX & BANKS SERVICES COMPANY,

XXXXXXXXXXX & BANKS, INC.,
AND

XXXXX FARGO BANK, NATIONAL ASSOCIATION

Acting through its XXXXX FARGO BUSINESS CREDIT operating division

Dated November 4, 2005

TABLE OF CONTENTS

ARTICLE I — DEFINITIONS		1

Section 1.1	Definitions	1
Section 1.2	Other Definitional Terms; Rules of Interpretation	9

ARTICLE II — AMOUNT AND TERMS OF THE CREDIT FACILITY		9

Section 2.1	Revolving Advances	9
Section 2.2	Procedures for Requesting Advances	10
Section 2.3	Letters of Credit	10
Section 2.4	Special Account	11
Section 2.5	Interest; Default Interest Rate; Application of Payments; Participations; Usury	11
Section 2.6	Fees	12
Section 2.7	Time for Interest Payments; Payment on Non-Business Days; Computation of Interest and Fees	14
Section 2.8	Lockbox and Collateral Account; Sweep of Funds	15
Section 2.9	Voluntary Prepayment; Reduction of the Maximum Line Amount; Termination of the Credit Facility by the Borrower	15
Section 2.10	Mandatory Prepayment	16
Section 2.11	Revolving Advances to Pay Obligations	16
Section 2.12	Use of Proceeds	16
Section 2.14	Liability Records	16

ARTICLE III — SECURITY INTEREST; OCCUPANCY; SETOFF		16

Section 3.1	Grant of Security Interest	16
Section 3.2	Notification of Account Debtors and Other Obligors	17
Section 3.3	Assignment of Insurance	17
Section 3.4	Occupancy	17
Section 3.5	License	18
Section 3.6	Financing Statement	18
Section 3.7	Setoff	19
Section 3.8	Collateral	19

ARTICLE IV — CONDITIONS OF LENDING		19

Section 4.1	Conditions Precedent to the Initial Advances and Letter of Credit	19
Section 4.2	Conditions Precedent to All Advances and Letters of Credit	21

ARTICLE V — REPRESENTATIONS AND WARRANTIES		22

Section 5.1	Existence and Power; Name; Chief Executive Office; Inventory and Equipment Locations; Federal Employer Identification Number and Organizational Identification Number	22

Section 5.2	Capitalization	22
Section 5.3	Authorization of Borrowing; No Conflict as to Law or Agreements	22
Section 5.4	Legal Agreements	22
Section 5.5	Subsidiaries	23
Section 5.6	Financial Condition; No Adverse Change	23
Section 5.7	Litigation	23
Section 5.8	Regulation U	23
Section 5.9	Taxes	23
Section 5.10	Titles and Liens	23
Section 5.11	Intellectual Property Rights	23
Section 5.12	Plans	24
Section 5.13	Default	24
Section 5.14	Environmental Matters	24
Section 5.15	Submissions to Lender	25
Section 5.16	Financing Statements	25
Section 5.17	Rights to Payment	25

ARTICLE VI — COVENANTS		26

Section 6.1	Reporting Requirements	26
Section 6.2	Financial Covenants	28
Section 6.3	Permitted Liens; Financing Statements	29
Section 6.4	Indebtedness	30
Section 6.5	Guaranties	30
Section 6.6	Investments and Subsidiaries	31
Section 6.7	Dividends and Distributions	31
Section 6.8	Books and Records; Collateral Examination; Inspection and Appraisals	31
Section 6.9	Account Verification	32
Section 6.10	Compliance with Laws	32
Section 6.11	Payment of Taxes and Other Claims	33
Section 6.12	Maintenance of Properties	33
Section 6.13	Insurance	33
Section 6.14	Preservation of Existence	34
Section 6.15	Delivery of Instruments, etc.	34
Section 6.16	Sale or Transfer of Assets; Suspension of Business Operations	34
Section 6.17	Consolidation and Merger; Asset Acquisitions	34
Section 6.18	Sale and Leaseback	35
Section 6.19	Restrictions on Nature of Business	35
Section 6.20	Accounting	36
Section 6.21	Plans	36
Section 6.22	Place of Business; Name	36
Section 6.23	Constituent Documents; S Corporation Status	36
Section 6.24	Performance by the Lender	36

ARTICLE VII — EVENTS OF DEFAULT, RIGHTS AND REMEDIES		38

Section 7.1	Events of Default	37
Section 7.2	Rights and Remedies	39
Section 7.3	Certain Notices	40

ARTICLE VIII — MISCELLANEOUS		40

Section 8.1	No Waiver; Cumulative Remedies; Compliance with Laws	40
Section 8.2	Amendments, Etc.	40
Section 8.3	Notices; Communication of Confidential Information; Requests for Accounting	40
Section 8.4	Further Documents	41
Section 8.5	Costs and Expenses	41
Section 8.6	Indemnity	41
Section 8.7	Participants	42
Section 8.8	Execution in Counterparts; Telefacsimile Execution	42
Section 8.9	Retention of Borrower’s Records	42
Section 8.10	Binding Effect; Assignment; Complete Agreement; Sharing Information	42
Section 8.11	Severability of Provisions	43
Section 8.12	Headings	43
Section 8.13	Governing Law; Jurisdiction, Venue; Waiver of Jury Trial	43
Section 8.14	Confidentiality	43

iii

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

Dated as of November 4, 2005

Xxxxxxxxxxx & Banks, Inc., Xxxxxxxxxxx & Banks Company and Xxxxxxxxxxx & Banks Services Company, each a Minnesota corporation (jointly and severally, the “Borrower” and each a “Borrower” as the context requires), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Lender”) entered into that certain Amended and Restated Revolving Credit and Security Agreement dated March 15, 1999 (the “1999 Credit Agreement”). The Borrower and the Lender, through its XXXXX FARGO BUSINESS CREDIT operating division, wish to extend the term of the 1999 Credit Agreement, increase the amount of the revolving credit commitment thereunder and make certain other changes in the terms and conditions under which the Lender provides to the Borrower the revolving credit commitment. In order to accomplish the foregoing, the parties have agreed to execute and deliver this Amended and Restated Credit and Security Agreement.

The parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions. Except as otherwise expressly provided in this Agreement, the following terms shall have the meanings given them in this Section:

“Accounts” shall have the meaning given it under the UCC.

“Advance” means a Revolving Advance.

“Affiliate” or “Affiliates” means Xxxxxxxxxxx & Banks, Inc., Xxxxxxxxxxx & Banks Company and Xxxxxxxxxxx & Banks Services Company, and any other Person controlled by, controlling or under common control with the Borrower, including any Subsidiary of the Borrower. For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Outstanding” means the sum of the outstanding principal balance of the Revolving Note and the L/C Amount.”

“Agreement” means this Amended and Restated Credit and Security Agreement.

“Availability” means the amount, if any, by which the Borrowing Base exceeds the sum of (i) the outstanding principal balance of the Revolving Note and (ii) the L/C Amount.

“Borrowing Base” means at any time the lesser of:

(a) The Maximum Line Amount; or

(b) Subject to change from time to time in the Lender’s sole discretion with prior written or telefacsimile notice to the Borrower, the sum of

(i) either (A) between June 1 and August 31 in any year, and so long as there are no outstanding Advances, 80% of Eligible Inventory, or (B) at all other times, 70% of Eligible Inventory; plus

(ii) 50% of Eligible In-Transit Inventory; less

(iii) Obligations that the Borrower owes to the Lender that have not yet been advanced on the Revolving Note, and the dollar amount that the Lender in its discretion believes are a reasonable determination of the Borrower’s credit exposure with respect to Xxxxx Fargo Affiliate Obligations.

“Business Day” means a day on which the Federal Reserve Bank of New York is open for business.

“Capital Expenditures” means for a period, any expenditure of money during such period for the purchase or construction of assets, or for improvements or additions thereto, which are capitalized on the Borrower’s balance sheet.

“Cash Flow” means, for any period of determination, Net Income, plus depreciation and amortization, plus any Interest Expense that is accrued but not paid currently, minus Capital Expenditures to the extent such Capital Expenditures are paid in cash, minus all scheduled repayment of principal on Debt (whether or not actually paid), minus all funds expended for the repurchase, redemption or retirement of the Guarantor’s issued and outstanding capital stock to the extent permitted hereunder, minus cash stock dividends, all as determined in accordance with GAAP on a consolidated basis.

“Collateral” means all of the Borrower’s Equipment, General Intangibles, Inventory, letter-of-credit rights, letters of credit, all sums on deposit in any Collateral Account, and any items in any Lockbox; together with (i) all substitutions and replacements for and products of any of the foregoing; (ii) in the case of all goods, all accessions; (iii) all accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods; (v) all collateral subject to the Lien of any Security Document; (vi) all sums on deposit in the Special Account; (vii) proceeds of any and all of the foregoing; and (viii) all of the foregoing, whether now owned or existing or hereafter acquired or arising or in which the Borrower now has or hereafter acquires any rights.

“Collateral Account” means the “Lender Account” as defined in the Wholesale Lockbox and Collection Account Agreement.

“Commercial Letter of Credit Agreement” means an agreement governing the issuance of documentary letters of credit by the Lender, entered into between the Borrower as applicant and the Lender as issuer.

“Commitment” means the Lender’s commitment to make Advances to and to issue Letters of Credit for the account of, the Borrower.

“Constituent Documents” means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

“Credit Facility” means the credit facility under which Revolving Advances and Letters of Credit may be made available to the Borrower by the Lender under Article II.

“Cut-off Time” means 1:00 p.m. Minneapolis, Minnesota time.

“Debt” means of a Person as of a given date, all items of indebtedness or liability which in accordance with GAAP would be included in determining total liabilities as shown on the liabilities side of a balance sheet for such Person and shall also include the aggregate payments required to be made by such Person at any time under any lease that is considered a capitalized lease under GAAP.

“Default” means an event that, with giving of notice or passage of time or both, would constitute an Event of Default.

“Default Period” means any period of time beginning on the day a Default or Event of Default occurs and ending on the date identified by the Lender in writing as the date that such Default or Event of Default has been cured or waived.

“Default Rate” means an annual interest rate in effect during a Default Period or following the Termination Date, which interest rate shall be equal to two percent (2.0%) over the applicable Floating Rate, as such rate may change from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is a member of a group which includes the Borrower and which is treated as a single employer under Section 414 of the IRC.

“Eligible In-Transit Inventory” means Eligible Inventory that is in-transit and backed by a documentary Letter of Credit issued by the Lender.

“Eligible Inventory” means all Inventory of the Borrower, valued at the lower of cost or market in accordance with GAAP; but excluding any Inventory having any of the following characteristics:

(i) Inventory that is: in-transit (except for Eligible In-Transit Inventory); located at any warehouse, job site or other premises not approved by the Lender in writing; not subject to a duly perfected first priority security interest in the Lender’s favor; subject to any lien or encumbrance that is subordinate to the Lender’s first priority security interest; covered by any negotiable or non-negotiable warehouse receipt, xxxx of lading or other document of title; on consignment from any Person; on consignment to any Person or subject to any bailment unless such consignee or bailee has executed an agreement with the Lender;

(ii) Supplies, packaging, parts or sample Inventory, or customer supplied parts or Inventory;

(iii) Work-in-process Inventory;

(iv) Inventory that is damaged, defective, obsolete, slow moving (that is, over four months old), or not currently saleable in the normal course of the Borrower’s operations;

(v) Inventory that the Borrower has returned, has attempted to return, is in the process of returning or intends to return to the vendor thereof;

(vi) Inventory that is perishable or live;

(vii) Inventory manufactured by the Borrower pursuant to a license unless the applicable licensor has agreed in writing to permit the Lender to exercise its rights and remedies against such Inventory;

(viii) Inventory that is subject to a Lien in favor of any Person other than the Lender;

(ix) Inventory otherwise deemed ineligible by the Lender in its sole discretion.

“Environmental Law” means any federal, state, local or other governmental statute, regulation, law or ordinance dealing with the protection of human health and the environment.

“Equipment” means all of the Borrower’s equipment, as such term is defined in the UCC, whether now owned or hereafter acquired, including all present and future machinery, vehicles, furniture, fixtures, manufacturing equipment, shop equipment, office and recordkeeping equipment, parts, tools, supplies, and including specifically the goods described in any equipment schedule or list herewith or hereafter furnished to the Lender by the Borrower.

“Event of Default” is defined in Section 7.1.

“Financial Covenants” means the covenants set forth in Section 6.2.

“Floating Rate” means an annual interest rate equal to the sum of the Prime Rate plus one-quarter percent (0.25%), which interest rate shall change when and as the Prime Rate changes.

“Floating Rate Advance” means an Advance bearing interest at the Floating Rate.

“Funding Date” is defined in Section 2.1.

“GAAP” means generally accepted accounting principles, applied on a basis consistent with the accounting practices applied in the financial statements described in Section 5.6.

“General Intangibles” shall have the meaning given it under the UCC.

“Guarantor(s)” means Xxxxxxxxxxx & Banks Corporation and any other Person now or in the future guaranteeing the Obligations.

“Guarantor Security Agreement” means the security agreement of even date executed by Guarantor in favor of the Lender.

“Guaranty” means each unconditional continuing guaranty or unconditional continuing guaranty by corporation executed by a Guarantor in favor of the Lender (collectively, the “Guaranties”)

“Hazardous Substances” means pollutants, contaminants, hazardous substances, hazardous wastes, petroleum and fractions thereof, and all other chemicals, wastes, substances and materials listed in, regulated by or identified in any Environmental Law.

“Indemnified Liabilities” is defined in Section 8.6

“Indemnitees” is defined in Section 8.6.

“Interest Expense” means, for the fiscal year-to-date period, the Borrower’s total gross interest expense during such period (excluding interest income), and shall in any event include, without limitation, (i) interest expensed (whether or not paid) on all Debt, (ii) the amortization of debt discounts, (iii) the amortization of all fees payable in connection with the incurrence of Debt to the extent included in interest expense, and (iv) the portion of any capitalized lease obligation allocable to interest expense.

“IRC” means the Internal Revenue Code of 1986, as amended from time to time.

“Infringement” or “Infringing” when used with respect to Intellectual Property Rights means any material infringement or other material violation of Intellectual Property Rights.

“Intellectual Property Rights” means all actual or prospective rights arising in connection with any intellectual property or other proprietary rights, including all rights arising in connection with copyrights, patents, service marks, trade dress, trade secrets, trademarks, trade names or mask works.

“Interest Payment Date” is defined in Section 2.7(a).

“Inventory” shall have the meaning given it under the UCC.

“Inventory Turns Ratio” means, for any period, the product obtained by dividing the total net sales for the prior 12-month period by the average month-end retail value of all Inventory for the same 12-month period, all as determined in accordance with GAAP.

“L/C Amount” means the sum of (i) the aggregate face amount of any issued and outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.

“L/C Application” means an application for the issuance of standby or documentary letters of credit pursuant to the terms of a Standby Letter of Credit Agreement or a Commercial Letter of Credit Agreement, in form acceptable to the Lender.

“Letter of Credit” is defined in 2.3(a).

“Licensed Intellectual Property” is defined in Section 5.11(c) .

“Lien” means any security interest, mortgage, deed of trust, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device, including the interest of each lessor under any capitalized lease and the interest of any bondsman under any payment or performance bond, in, of or on any assets or properties of a Person, whether now owned or subsequently acquired and whether arising by agreement or operation of law.

“Loan Documents” means this Agreement, the Revolving Note, the Guaranty, any L/C Applications and the Security Documents, together with every other agreement, note, document, contract or instrument to which the Borrower now or in the future may be a party and which is required by the Lender.

“Lockbox” means “Lockbox” as defined in the Wholesale Lockbox and Collection Account Agreement.

“Maturity Date” means June 30, 2008.

“Maximum Line Amount” means $50,000,000 unless this amount is reduced pursuant to Section 2.9, in which event it means such lower amount.

“Multiemployer Plan” means a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which the Borrower or any ERISA Affiliate contributes or is obligated to contribute.

“Net Cash Proceeds” means in connection with any asset sale, the cash proceeds (including any cash payments received by way of deferred payment whether pursuant to a note, installment receivable or otherwise, but only as and when actually received) from such asset sale, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, brokerage commissions and amounts required to be applied to the repayment of any portion of the Debt secured by a Lien not prohibited hereunder on the asset which is the subject of such sale, and (ii) taxes paid or reasonably estimated to be payable as a result of such asset sale.

“Net Income” means fiscal year-to-date after-tax net income from continuing operations, but excluding extraordinary gains, all as determined in accordance with GAAP.

“Obligation of Reimbursement” means the obligation of the Borrower to reimburse the Lender pursuant to the terms of the Standby Letter of Credit Agreement or the Commercial Letter of Credit Agreement and any applicable L/C Application.

“Obligations” means the Revolving Note, the Obligation of Reimbursement and each and every other debt, liability and obligation of every type and description which the Borrower may now or at any time hereafter owe to the Lender, whether such debt, liability or obligation now exists or is hereafter created or incurred, whether it arises in a transaction involving the Lender alone or in a transaction involving other creditors of the Borrower, and whether it is direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several, and including all indebtedness of the Borrower arising under any Loan Document or guaranty between the Borrower and the Lender, whether now in effect or subsequently entered into and all Xxxxx Fargo Affiliate Obligations.

“Officer” means with respect to the Borrower, Xxxxxxx X. Xxxxxx, Chief Executive Officer, Xxxxxx X. Xxxxxxxxxx, President and Chief Operating Officer and Xxxxxx X. Xxxxxx, Chief Financial Officer, or their successors.

“OFAC” is defined in Section 6.10(c).

“Overadvance” means the amount, if any, by which the outstanding principal balance of the Revolving Note , plus the L/C Amount, is in excess of the then-existing Borrowing Base.

“Owned Intellectual Property” is defined in Section 5.11(a).

“Owner” means with respect to the Borrower, each Person having legal or beneficial title to an ownership interest in the Borrower or a right to acquire such an interest.

“Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) maintained for employees of the Borrower or any ERISA Affiliate and covered by Title IV of ERISA.

“Permitted Lien” and “Permitted Liens” are defined in Section 6.3(a) .

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of the Borrower or any ERISA Affiliate.

“Premises” means all locations where the Borrower conducts its business or has any rights of possession, including the locations legally described in Exhibit C attached hereto.

“Prime Rate” means at any time the rate of interest most recently announced by the Lender at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of the Lender’s base rates, and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof in such internal publication or publications as the Lender may designate. Each change in the rate of interest shall become effective on the date each Prime Rate change is announced by the Lender.

“Reportable Event” means a reportable event (as defined in Section 4043 of ERISA), other than an event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the Pension Benefit Guaranty Corporation.

“Revolving Advance” is defined in Section 2.1.

“Revolving Note” means the Borrower’s revolving promissory note, payable to the order of the Lender in substantially the form of Exhibit A hereto, as same may be renewed and amended from time to time, and all replacements thereto.

“Security Documents” means this Agreement, the Wholesale Lockbox and Collection Account Agreement, the Guarantor Security Agreement, and any other document delivered to the Lender from time to time to secure the Obligations.

“Security Interest” is defined in Section 3.1.

“Special Account” means a specified cash collateral account maintained with Lender or another financial institution acceptable to the Lender in connection with Letters of Credit, as contemplated by Section 2.4.

“Standby Letter of Credit Agreement” means an agreement governing the issuance of standby letters of credit by Lender entered into between the Borrower as applicant and Lender as issuer.

“Subsidiary” means any Person of which more than 50% of the outstanding ownership interests having general voting power under ordinary circumstances to elect a majority of the board of directors or the equivalent of such Person, regardless of whether or not at the time ownership interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency, is at the time directly or indirectly owned by the Borrower, by the Borrower and one or more other Subsidiaries, or by one or more other Subsidiaries.

“Termination Date” means the earliest of (i) the Maturity Date, (ii) the date the Borrower terminates the Credit Facility, or (iii) the date the Lender demands payment of the Obligations, following an Event of Default, pursuant to Section 7.2.

“UCC” means the Uniform Commercial Code in effect in the state designated in this Agreement as the state whose laws shall govern this Agreement, or in any other state whose laws are held to govern this Agreement or any portion of this Agreement.

“Xxxxx Fargo Affiliate Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by the Borrower or its Subsidiaries to any Person that is owned in material part by the Lender, and that relates to any service or facility extended to the Borrower or its Subsidiaries, including: (a) credit cards, (b) credit card processing services, (c) debit cards, and (d) purchase cards, as well as any other services or facilities from time to time specified by the Lender, whether direct or indirect, absolute or contingent, due or to become due, and whether existing now or in the future.

“Wholesale Lockbox and Collection Account Agreement” means the Wholesale Lockbox and Collection Account Agreement by and between the Borrower and the Lender dated the same date as this Agreement.

Section 1.2 Other Definitional Terms; Rules of Interpretation. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP. All terms defined in the UCC and not otherwise defined herein have the meanings assigned to them in the UCC. References to Articles, Sections, subsections, Exhibits, Schedules and the like, are to Articles, Sections and subsections of, or Exhibits or Schedules attached to, this Agreement unless otherwise expressly provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the context in which used herein otherwise clearly requires, “or” has the inclusive meaning represented by the phrase “and/or”. Defined terms include in the singular number the plural and in the plural number the singular. Reference to any agreement (including the Loan Documents), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof (and, if applicable, in accordance with the terms hereof and the other Loan Documents), except where otherwise explicitly provided, and reference to any promissory note includes any promissory note which is an extension or renewal thereof or a substitute or replacement therefor. Reference to any law, rule, regulation, order, decree, requirement, policy, guideline, directive or interpretation means as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect on the determination date, including rules and regulations promulgated thereunder.

ARTICLE II
AMOUNT AND TERMS OF THE CREDIT FACILITY

Section 2.1 Revolving Advances. The Lender agrees, subject to the terms and conditions of this Agreement, to make advances (“Revolving Advances”) to the Borrower from time to time from the date that all of the conditions set forth in 4.1 are satisfied (the “Funding Date”) to and until (but not including) the Termination Date in an amount not in excess of the Maximum Line Amount. The Lender shall have no obligation to make a Revolving Advance to the extent that the amount of the requested Revolving Advance exceeds Availability. The

Borrower’s obligation to pay the Revolving Advances shall be evidenced by the Revolving Note and shall be secured by the Collateral. Within the limits set forth in this Section 2.1, the Borrower may borrow, prepay pursuant to Section 2.9, and reborrow.

Section 2.2 Procedures for Requesting Advances. The Borrower shall comply with the following procedures in requesting Revolving Advances:

(a) Time for Requests. The Borrower shall request each Advance not later than the Cut-off Time on the Business Day on which the Advance is to be made. Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender, shall be in writing or by telephone or telecopy transmission, and shall be confirmed in writing by the Borrower if so requested by the Lender, by (i) an Officer of any Borrower; or (ii) a Person designated as any Borrower’s agent by an Officer of the Borrower in a writing delivered to the Lender; or (iii) a Person whom the Lender reasonably believes to be an Officer of any Borrower or such a designated agent. The Borrower shall repay all Advances even if the Lender does not receive such confirmation and even if the Person requesting an Advance was not in fact authorized to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

(b) Disbursement. Upon fulfillment of the applicable conditions set forth in Article IV, the Lender shall disburse the proceeds of the requested Advance by crediting the same to the Borrower’s demand deposit account maintained with the Lender unless the Lender and the Borrower shall agree in writing to another manner of disbursement.

Section 2.3 Letters of Credit.

(a) The Lender agrees, subject to the terms and conditions of this Agreement, to issue, at any time after the Funding Date and prior to the Termination Date, one or more irrevocable standby or documentary letters of credit (each, a “Letter of Credit”) for the Borrower’s account. The Lender will not issue any Letter of Credit if the face amount of the Letter of Credit to be issued would exceed Availability.

Each Letter of Credit, if any, shall be issued pursuant to a separate L/C Application made by the Borrower to the Lender, which must be completed in a manner satisfactory to the Lender. The terms and conditions set forth in each such L/C Application shall supplement the terms and conditions of the Standby Letter of Credit Agreement or the Commercial Letter of Credit Agreement, as applicable.

(b) No Letter of Credit shall be issued with an expiration date later than one (1) year from the date of issuance or the Maturity Date in effect as of the date of issuance, whichever is earlier.

(c) Any request for issuance of a Letter of Credit shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the date of the request.

(d) If a draft is submitted under a Letter of Credit when the Borrower is unable, because a Default Period exists or for any other reason, to obtain a Revolving Advance to pay the Obligation of Reimbursement, the Borrower shall pay to the Lender on demand and in immediately available funds, the amount of the Obligation of Reimbursement together with interest, accrued from the date of the draft until payment in full at the Default Rate. Notwithstanding the Borrower’s inability to obtain a Revolving Advance for any reason, the Lender is irrevocably authorized, in its sole discretion, to make a Revolving Advance in an amount sufficient to discharge the Obligation of Reimbursement and all accrued but unpaid interest thereon.

Section 2.4 Special Account. If the Credit Facility is terminated for any reason while any Letter of Credit is outstanding, the Borrower shall thereupon pay the Lender in immediately available funds for deposit in the Special Account an amount equal to the L/C Amount plus any anticipated fees and costs. If the Borrower fails to promptly make any such payment in the amount required hereunder, then the Lender may make a Revolving Advance against the Credit Facility in an amount sufficient to fulfill this obligation and deposit the proceeds to the Special Account. The Special Account shall be an interest bearing account either maintained with the Lender or with a financial institution acceptable to the Lender. Any interest earned on amounts deposited in the Special Account shall be credited to the Special Account. The Lender may apply amounts on deposit in the Special Account at any time or from time to time to the Obligations in the Lender’s sole discretion. The Borrower may not withdraw any amounts on deposit in the Special Account as long as the Lender maintains a security interest therein. The Lender agrees to transfer any balance in the Special Account to the Borrower when the Lender is required to release its security interest in the Special Account under applicable law.

Section 2.5 Interest; Default Interest Rate; Application of Payments; Participations; Usury.

(a) Interest. Except as provided in Section 2.5(b) and Section 2.5(e), the principal amount of each Advance shall bear interest at the Floating Rate.

(b) Default Interest Rate. At any time during any Default Period, in the Lender’s sole discretion and without waiving any of its other rights or remedies, the principal of the Revolving Note shall bear interest at the Default Rate or such lesser rate as the Lender may determine, effective for any periods designated by the Lender from time-to-time during the Default Period. The decision of the Lender to impose a rate that is less than the Default Rate or to not impose the Default Rate for the entire duration of the Default Period shall be made by the Lender in its sole discretion and shall not be a waiver of any of its other rights and remedies, including its right to retroactively impose the full Default Rate for the entirety of any such Default Period or following the Termination Date.

(c) Application of Payments. Payments shall be applied to the Obligations on the Business Day of receipt by the Lender in the Lender’s general account.

(d) Participations. If any Person shall acquire a participation in the Advances or the Obligation of Reimbursement, the Borrower shall be obligated to the Lender to pay the full amount of all interest calculated under this Section 2.5, along with all other fees, charges and

other amounts due under this Agreement, regardless if such Person elects to accept interest with respect to its participation at a lower rate than that calculated under this Section 2.5, or otherwise elects to accept less than its prorata share of such fees, charges and other amounts due under this Agreement.

(e) Usury. In any event no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained in any Loan Document, all agreements which either now are or which shall become agreements between the Borrower and the Lender are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under any Loan Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of the Borrower and the Lender. This provision shall never be superseded or waived and shall control every other provision of the Loan Documents and all agreements between the Borrower and the Lender, or their successors and assigns.

Section 2.6 Fees.

(a) Facility Fees. Borrower shall pay to Lender a fee (the “Facility Fees”) in an amount equal to one-quarter of one percent (0.25%) per annum of an amount equal to the average daily difference between the Aggregate Outstanding and Five Million Dollars ($5,000,000). To the extent the Aggregate Outstanding exceeds Five Million Dollars ($5,000,000) but is less than Seven Million Five Hundred Thousand Dollars ($7,500,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Seven Million Five Hundred Thousand Dollars ($7,500,000). To the extent the Aggregate Outstanding exceeds Seven Million Five Hundred Thousand Dollars ($7,500,000) but is less than Ten Million Dollars ($10,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Ten Million Dollars ($10,000,000). To the extent the Aggregate Outstanding exceeds Ten Million Dollars ($10,000,000) but is less than Twelve Million Five Hundred Thousand Dollars ($12,500,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Twelve Million Five Hundred Thousand Dollars ($12,500,000). To the extent the Aggregate Outstanding exceeds Twelve Million Five Hundred Thousand Dollars ($12,500,000) but is less than Fifteen Million Dollars ($15,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Fifteen Million Dollars ($15,000,000). To the extent the Aggregate Outstanding exceeds Fifteen Million Dollars ($15,000,000) but is less than Eighteen Million Dollars ($18,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Eighteen Million Dollars ($18,000,000). To the extent the Aggregate

Outstanding exceeds Eighteen Million Dollars ($18,000,000) but is less than Twenty-One Million Five Hundred Thousand Dollars ($21,500,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Twenty-One Million Five Hundred Thousand Dollars ($21,500,000). To the extent the Aggregate Outstanding exceeds Twenty-One Million Five Hundred Thousand Dollars ($21,500,000) but is less than Twenty-Five Million Dollars ($25,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Twenty-Five Million ($25,000,000). To the extent the Aggregate Outstanding exceeds Twenty- Five Million Dollars ($25,000,000) but is less than Thirty Million Dollars ($30,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Thirty Million ($30,000,000). To the extent the Aggregate Outstanding exceeds Thirty Million Dollars ($30,000,000) but is less than Thirty-Five Million Dollars ($35,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Thirty-Five Million ($35,000,000). To the extent the Aggregate Outstanding exceeds Thirty-Five Million Dollars ($35,000,000) but is less than Forty Million Dollars ($40,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Forty Million ($40,000,000). To the extent the Aggregate Outstanding exceeds Forty Million Dollars ($40,000,000) but is less than Forty-Five Million Dollars ($45,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Forty-Five Million ($45,000,000). To the extent the Aggregate Outstanding exceeds Forty-Five Million Dollars ($45,000,000) but is less than Fifty Million Dollars ($50,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Fifty Million ($50,000,000).

Such fee shall be calculated monthly and paid in arrears commencing on the first Banking Day of the month immediately following execution of this Agreement and continuing on the first Banking Day of each month thereafter until Lender’s commitment to extend the Credit has terminated pursuant to Section 2.9 or Section 7.2(a). Borrower hereby authorizes Lender to make an Advance, subject to Availability, in an amount equal to the Facility Fees then due and payable and apply the same to the Facility Fees due.

(b) Collateral Monitoring Fees. So long as no Event of Default has occurred and is continuing, Borrower shall pay to Lender a monthly collateral monitoring fee of Two Hundred Fifty Dollars ($250) (the “Collateral Monitoring Fee”). The monthly Collateral Monitoring Fee shall be paid in arrears on the first Banking Day of each month until all of the Obligations have been paid in full in money and the Commitment has been terminated. Borrower hereby authorized Lender to make an Advance, subject to Availability, in an amount equal to the Collateral Monitoring Fee then due and payable and apply the same to the Collateral Monitoring Fee due.

(c) Standby Letter of Credit Fees. The Borrower shall pay to the Lender a fee with respect to each standby Letter of Credit, if any, accruing on a daily basis and computed at an

annual rate of two and one-half percent (2.5%) of the aggregate amount that may then be drawn, assuming compliance with all conditions for drawing (the “Aggregate Face Amount”), from and including the date of issuance of such standby Letter of Credit until such date as such standby Letter of Credit shall terminate by its terms or be returned to the Lender, due and payable monthly in arrears on the first day of each month and on the date that the standby Letter of Credit shall terminate by its terms or be returned to the Lender; provided, however, effective as of the first day of the fiscal quarter in which any Default Period begins through the last day of such Default Period, or any shorter time period that the Lender may determine, in the Lender’s sole discretion and without waiving any of its other rights and remedies, such fee shall increase to four and one-half percent (4.5%) of the Aggregate Face Amount. The foregoing fee shall be in addition to any and all fees, commissions and charges imposed by Lender with respect to or in connection with such standby Letter of Credit.

(d) Documentary Letter of Credit Fees. The Borrower agrees to pay the Lender fees with respect to each documentary Letter of Credit in accordance with the negotiated fee schedule with respect to documentary Letters of Credit.

(e) Letter of Credit Administrative Fees. The Borrower shall pay all administrative fees charged by Lender in connection with the honoring of drafts under any Letter of Credit, amendments thereto, transfers thereof and all other activity with respect to the Letters of Credit at the then — current rates published by Lender for such services rendered on behalf of customers of Lender generally.

(f) Other Fees and Charges; Payment of Fees. The Lender may from time to time impose additional fees and charges as consideration for Advances made in excess of Availability or for other events that constitute an Event of Default or a Default hereunder, including fees and charges for the administration of Collateral by the Lender, which may be assessed in the Lender’s sole discretion on either an hourly, periodic, or flat fee basis, and in lieu of or in addition to imposing interest at the Default Rate.

Section 2.7 Time for Interest Payments; Payment on Non-Business Days; Computation of Interest and Fees.

(a) Time For Interest Payments. Accrued and unpaid interest shall be due and payable on the first day of each month and on the Termination Date (each an “Interest Payment Date”), or if any such day is not a Business Day, on the next succeeding Business Day. Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of advance to the Interest Payment Date. If an Interest Payment Date is not a Business Day, payment shall be made on the next succeeding Business Day.

(b) Payment on Non-Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest on the Advances or the fees hereunder, as the case may be.

(c) Computation of Interest and Fees. Interest accruing on the outstanding principal balance of the Advances and fees hereunder outstanding from time to time shall be computed on the basis of actual number of days elapsed in a year of 360 days.

Section 2.8 Lockbox and Collateral Account; Sweep of Funds.

(a) Lockbox and Collateral Account.

(i) (A) At any time Revolving Advances are outstanding, or (B) at any time that a Default or Event of Default has occurred and is continuing, or (C) at any time that the Lender notifies the Borrower in writing that Lender deems the Collateral to be insufficient to support the Obligations of the Borrower, the Borrower shall deposit all checks, drafts, cash and other remittances in payment or as proceeds of, or on account of Collateral regardless of source or nature directly into the Collateral Account and, until so deposited, the Borrower shall hold all such payments and cash proceeds in trust for and as the property of the Lender and shall not commingle such property with any of its other funds or property. All deposits in the Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations.

(ii) All items deposited in the Collateral Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower’s commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Account, whether or not in fact endorsed by the Borrower.

(b) Sweep of Funds. The Lender shall from time to time, in accordance with the Wholesale Lockbox and Collection Account Agreement, cause funds in the Collateral Account to be transferred to the Lender’s general account for payment of the Obligations. Amounts deposited in the Collateral Account shall not be subject to withdrawal by the Borrower, except after payment in full and discharge of all Obligations.

Section 2.9 Voluntary Prepayment; Reduction of the Maximum Line Amount; Termination of the Credit Facility by the Borrower. Except as otherwise provided herein, the Borrower may prepay the Advances and Obligation of Reimbursement in whole at any time or from time to time in part. The Borrower may terminate the Credit Facility or reduce the Maximum Line Amount at any time if it gives the Lender at least 45 days advance written notice prior to the proposed Termination Date. Any reduction in the Maximum Line Amount shall be in multiples of $100,000 and with a minimum reduction of at least $500,000. If the Borrower terminates the Credit Facility or reduces the Maximum Line Amount to zero, all Obligations shall be due and payable on the effective date of the termination as stated in Borrower’s notice, and if the Borrower gives the Lender less than the required 45 days advance written notice, then the interest rate applicable to borrowings evidenced by Revolving Note shall be the Default Rate for the period of time commencing 45 days prior to the proposed Termination Date through the date that the Lender actually receives such written notice. If the Borrower does not wish the Lender to consider renewal of the Credit Facility on the next Maturity Date, then the Borrower

shall give the Lender at least 45 days written notice prior to the Maturity Date that it will not be requesting renewal. If the Borrower fails to give the Lender such timely notice, then the interest rate applicable to borrowings evidenced by the Revolving Note shall be the Default Rate for the period of time commencing 45 days prior to the Maturity Date through the date that the Lender actually receives such written notice. Upon termination of the Credit Facility and payment and performance of all Obligations, the Lender shall release or terminate the Security Interest and the Security Documents.

Section 2.10 Mandatory Prepayment. Without notice or demand, if the sum of the outstanding principal balance of the Revolving Advances plus the L/C Amount shall at any time exceed the Borrowing Base, the Borrower shall (i) first, immediately prepay the Revolving Advances to the extent necessary to eliminate such excess; and (ii) if prepayment in full of the Revolving Advances is insufficient to eliminate such excess, pay to the Lender in immediately available funds for deposit in the Special Account an amount equal to the remaining excess. Any payment received by the Lender hereunder or under Section 2.9 may be applied to the Obligations, in such order and in such amounts as the Lender in its sole discretion may determine from time to time.

Section 2.11 Revolving Advances to Pay Obligations. Notwithstanding the terms of Section 2.1, the Lender may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 4.2 would not be satisfied, make a Revolving Advance in an amount equal to the portion of the Obligations from time to time due and payable and may deliver the proceeds of any such Revolving Advance to any affiliate of the Lender in satisfaction of any Xxxxx Fargo Affiliate Obligations.

Section 2.12 Use of Proceeds. The Borrower shall use the proceeds of Advances and each Letter of Credit for ordinary working capital and other general lawful corporate purposes.

Section 2.13 Liability Records. The Lender may maintain from time to time, at its discretion, records as to the Obligations. All entries made on any such record shall be presumed correct until the Borrower establishes the contrary. Upon the Lender’s demand, the Borrower will admit and certify in writing the exact principal balance of the Obligations that the Borrower then asserts to be outstanding. Any billing statement or accounting rendered by the Lender shall be conclusive and fully binding on the Borrower unless the Borrower gives the Lender specific written notice of exception within 45 days after receipt.

ARTICLE III
SECURITY INTEREST; OCCUPANCY; SETOFF

Section 3.1 Grant of Security Interest. The Borrower hereby pledges, assigns and grants to the Lender, for the benefit of itself and as agent for any affiliate of the Lender that may provide credit or services to the Borrower that constitute Xxxxx Fargo Affiliate Obligations, a lien and security interest (collectively referred to as the “Security Interest”) in the Collateral, as security for the payment and performance of the Obligations. Upon request by the Lender, the Borrower will grant the Lender, for the benefit of itself and as agent for any affiliate of the Lender that may provide credit or services to the Borrower that constitute Xxxxx Fargo Affiliate

Obligations, a security interest in all commercial tort claims that the Borrower may have against any Person. The security interests granted by the Borrower to the Lender under this Agreement are in addition to, and shall be consolidated with, the liens and security interests granted by the Borrower to the Lender under the 1999 Credit Agreement and any other prior security agreement, mortgage or other document, without affecting the lien, priority or effectiveness of those prior liens, security interests and agreements.

Section 3.2 Notification of Account Debtors and Other Obligors. The Lender may at any time during a Default Period notify any account debtor or other Person obligated to pay the amount due that such right to payment has been assigned or transferred to the Lender for security and shall be paid directly to the Lender. The Borrower will join in giving such notice if the Lender so requests. At any time after the Borrower or the Lender gives such notice to an account debtor or other obligor, after ten (10) days’ written notice to the Borrower, the Lender may, but need not, in the Lender’s name or in the Borrower’s name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such right to payment, or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the obligations (including collateral obligations) of any such account debtor or other obligor.

Section 3.3 Assignment of Insurance. As additional security for the payment and performance of the Obligations, the Borrower hereby assigns to the Lender any and all monies (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of the Borrower with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and the Borrower hereby directs the issuer of any such policy to pay all such monies directly to the Lender. At any time, whether or not a Default Period then exists, the Lender may (but need not), in the Lender’s name or in the Borrower’s name, execute and deliver proof of claim, receive all such monies, endorse checks and other instruments representing payment of such monies, and adjust, litigate, compromise or release any claim against the issuer of any such policy. Any monies received as payment for any loss under any insurance policy mentioned above (other than liability insurance policies) or as payment of any award or compensation for condemnation or taking by eminent domain, shall be paid over to the Lender to be applied, at the option of the Lender, either to the prepayment of the Obligations or shall be disbursed to the Borrower under staged payment terms reasonably satisfactory to the Lender for application to the cost of repairs, replacements, or restorations. Any such repairs, replacements, or restorations shall be effected with reasonable promptness and shall be of a value at least equal to the value of the items or property destroyed prior to such damage or destruction.

Section 3.4 Occupancy.(a) The Borrower hereby irrevocably grants to the Lender the right to take possession of the at any time during a Default Period notice .

(b) The Lender may use the Premises only to hold, process, sell, use, store, liquidate, realize upon or otherwise dispose of goods that are Collateral and for other purposes that the Lender may in good xxxxx xxxx to be related or incidental purposes.

(c) The Lender’s right to use the Premises shall cease and terminate upon the earlier of (i) payment in full and discharge of all Obligations and termination of the Credit Facility, and (ii) final sale or disposition of all goods constituting Collateral and delivery of all such goods to purchasers.

(d) The Lender shall not be obligated to pay or account for any rent or other compensation for the occupancy or use of any of the Premises; provided, however, that if the Lender does pay or account for any rent or other compensation for the occupancy or use of any of the Premises, the Borrower shall reimburse the Lender promptly for the full amount thereof. In addition, the Borrower will pay, or reimburse the Lender for, all taxes, fees, duties, imposts, charges and expenses at any time incurred by or imposed upon the Lender by reason of the execution, delivery, existence, recordation, performance or enforcement of this Agreement or the provisions of this Section 3.4.

Section 3.5 License. Without limiting the generality of any other Security Document, the Borrower hereby grants to the Lender a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all Intellectual Property Rights of the Borrower for the purpose of selling, leasing or otherwise disposing of any or all Collateral during any Default Period.

Section 3.6 Financing Statement. The Borrower authorizes the Lender to file from time to time, such financing statements against collateral described as “all personal property” or “all assets” or describing specific items of collateral including commercial tort claims as the Lender deems necessary or useful to perfect the Security Interest. All financing statements filed before the date hereof to perfect the Security Interest were authorized by the Borrower and are hereby re-authorized. A carbon, photographic or other reproduction of this Agreement or of any financing statements signed by the Borrower is sufficient as a financing statement and may be filed as a financing statement in any state to perfect the security interests granted hereby. For this purpose, the Borrower represents and warrants that the following information is true and correct:

Name and address of Debtors:

Xxxxxxxxxxx & Banks, Inc.

0000 Xxxxxx Xxxx

Xxxxxxxx, Xxxxxxxxx 00000

State Organizational Identification No. 1B-321

Xxxxxxxxxxx & Banks Company

0000 Xxxxxx Xxxx

Xxxxxxxx, Xxxxxxxxx 00000

State Organizational Identification No. 11X-528

Xxxxxxxxxxx & Banks Services Company

0000 Xxxxxx Xxxx

Xxxxxxxx, Xxxxxxxxx 00000

State Organizational Identification No. 1081636-2

Name and address of Secured Party:

Xxxxx Fargo Business Credit

MAC 0000-000

Xxxxx & Xxxxxxxxx Xxxxxx

Xxxxxxxxxxx, XX 00000

Section 3.7 Setoff. The Lender may at any time or from time to time, at its sole discretion and without demand and without notice to anyone, setoff any liability owed to the Borrower by the Lender, whether or not due, against any Obligation, whether or not due. In addition, each other Person holding a participating interest in any Obligations shall have the right to appropriate or setoff any deposit or other liability then owed by such Person to the Borrower, whether or not due, and apply the same to the payment of said participating interest, as fully as if such Person had lent directly to the Borrower the amount of such participating interest. Lender agrees to provide Borrower with prompt notice after exercising its rights under this Section 3.7.

Section 3.8 Collateral. This Agreement does not contemplate a sale of accounts, contract rights or chattel paper, and, as provided by law, the Borrower is entitled to any surplus and shall remain liable for any deficiency. The Lender’s duty of care with respect to Collateral in its possession (as imposed by law) shall be deemed fulfilled if it exercises reasonable care in physically keeping such Collateral, or in the case of Collateral in the custody or possession of a bailee or other third Person, exercises reasonable care in the selection of the bailee or other third Person, and the Lender need not otherwise preserve, protect, insure or care for any Collateral. The Lender shall not be obligated to preserve any rights the Borrower may have against prior parties, to realize on the Collateral at all or in any particular manner or order or to apply any cash proceeds of the Collateral in any particular order of application. The Lender has no obligation to clean up or otherwise prepare the Collateral for sale. The Borrower waives any right it may have to require the Lender to pursue any third Person for any of the Obligations.

ARTICLE IV
CONDITIONS OF LENDING

Section 4.1 Conditions Precedent to the Initial Advances and Letter of Credit. The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender:

(a) This Agreement.

(b) The Revolving Note.

(c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder.

(d) A complete and accurate list of all stores operated by the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property manager, together with such landlord’s and property manager’s address.

(e) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party.

(f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory.

(g) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party.

(h) The Wholesale Lockbox and Collection Account Agreement.

(i) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing.

(j) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf.

(k) A current certificate issued by the Secretary of State of Minnesota, certifying that each Borrower is in compliance with all applicable organizational requirements of the State of Minnesota.

(l) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary.

(m) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V.

(n) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured.

(o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement.

(p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf.

(q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender.

(r) Payment of the fees and commissions due under Section 2.6 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement.

(s) Such other documents as the Lender in its sole discretion may require.

Section 4.2 Conditions Precedent to All Advances and Letters of Credit. The Lender’s obligation to make each Advance or to cause the issuance of a Letter of Credit shall be subject to the further conditions precedent that:

(a) the representations and warranties contained in Article V are correct on and as of the date of such Advance or issuance of a Letter of Credit as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date; and

(b) no event has occurred and is continuing, or would result from such Advance or issuance of a Letter of Credit that constitutes a Default or an Event of Default.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

Each Borrower each represents and warrants to the Lender as follows:

Section 5.1 Existence and Power; Name; Chief Executive Office; Inventory and Equipment Locations; Federal Employer Identification Number and Organizational Identification Number. The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. The Borrower has all requisite power and authority to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the Loan Documents. During its existence, the Borrower has done business solely under the names set forth in Schedule 5.1. The Borrower’s chief executive office and principal place of business is located at the address set forth in Schedule 5.1, and all of the Borrower’s records relating to its business or the Collateral are kept at that location. All Inventory and Equipment is located at that location or at one of the other locations listed in Schedule 5.1. The Borrower’s federal employer identification number and organization identification number are correctly set forth in Section 3.6.

Section 5.2 Capitalization. There are no rights to acquire ownership interests which if fully exercised would cause such Person to hold more than five percent (5%) of all ownership interests of the Borrower on a fully diluted basis.

Section 5.3 Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by the Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower’s Owners; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Borrower’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

Section 5.4 Legal Agreements. This Agreement constitutes and, upon due execution by the Borrower, the other Loan Documents will constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

Section 5.5 Subsidiaries. Xxxxxxxxxxx & Banks, Inc. has one Subsidiary, Xxxxxxxxxxx & Banks Company. Xxxxxxxxxxx & Banks Company has one Subsidiary, Xxxxxxxxxxx & Banks Services Company. There are no rights to acquire ownership interests which if fully exercised would cause such Person to hold more than five percent (5%) of all ownership interests of the Borrower on a fully diluted basis. Borrower will provide Lender not less than thirty (30) days’ notice prior to the creation of any new Subsidiary, provided further that such Subsidiary shall immediately execute and deliver to Lender a guaranty in favor of the Lender, in form and substance satisfactory to the Lender, guaranteeing the Obligations of the Borrower, or, at Lender’s discretion, such Subsidiary shall become a Borrower.

Section 5.6 Financial Condition; No Adverse Change. The Borrower has furnished to the Lender its audited financial statements for its fiscal year ended February 26, 2005, and unaudited financial statements for the fiscal-year-to-date period ended August 27, 2005, and those statements fairly present the Borrower’s financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP. Since the date of the most recent financial statements, there has been no material adverse change in the Borrower’s business, properties or condition (financial or otherwise).

Section 5.7 Litigation. There are no actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Affiliates or the properties of the Borrower or any of its Affiliates before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Borrower or any of its Affiliates, would have a material adverse effect on the financial condition, properties or operations of the Borrower or any of its Affiliates.

Section 5.8 Regulation U. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

Section 5.9 Taxes. The Borrower and its Affiliates have paid or caused to be paid to the proper authorities when due all federal, state and local taxes required to be withheld by each of them. The Borrower and its Affiliates have filed all federal, state and local tax returns which to the knowledge of the Officers of the Borrower or any Affiliate, as the case may be, are required to be filed, and the Borrower and its Affiliates have paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by any of them to the extent such taxes have become due.

Section 5.10 Titles and Liens. The Borrower has good and marketable title to all Collateral free and clear of all Liens other than Permitted Liens. No financing statement naming the Borrower as debtor is on file in any office except to perfect only Permitted Liens.

Section 5.11 Intellectual Property Rights. Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the

Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to xxx a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

Section 5.12 Plans. Except as disclosed to the Lender in writing prior to the date hereof, neither the Borrower nor any ERISA Affiliate (i) maintains or has maintained any Pension Plan, (ii) contributes or has contributed to any Multiemployer Plan or (iii) provides or has provided post-retirement medical or insurance benefits with respect to employees or former employees (other than benefits required under Section 601 of ERISA, Section 4980B of the IRC or applicable state law). Neither the Borrower nor any ERISA Affiliate has received any notice or has any knowledge to the effect that it is not in full compliance with any of the requirements of ERISA, the IRC or applicable state law with respect to any Plan. No Reportable Event exists in connection with any Pension Plan. Each Plan that is intended to qualify under the IRC is so qualified, and no fact or circumstance exists which may have an adverse effect on the Plan’s tax-qualified status. Neither the Borrower nor any ERISA Affiliate has (i) any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the IRC) under any Plan, whether or not waived, (ii) any liability under Section 4201 or 4243 of ERISA for any withdrawal, partial withdrawal, reorganization or other event under any Multiemployer Plan or (iii) any liability or knowledge of any facts or circumstances which could result in any liability to the Pension Benefit Guaranty Corporation, the Internal Revenue Service, the Department of Labor or any participant in connection with any Plan (other than routine claims for benefits under the Plan).

Section 5.13 Default. The Borrower is in compliance with all provisions of all agreements, instruments, decrees and orders to which it is a party or by which it or its property is bound or affected, the breach or default of which could have a material adverse effect on the Borrower’s financial condition, properties or operations.

Section 5.14 Environmental Matters.

(a) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, (i) there are not present in, on or under the Borrower’s headquarters at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx any Hazardous Substances in such form or quantity as to create any material liability or obligation for either the Borrower or the Lender under the common law of any jurisdiction or under any Environmental Law, and (ii) no Hazardous Substances have ever been stored, buried, spilled, leaked, discharged, emitted or released in, on or under the Borrower’s headquarters at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx in such a way as to create any such material liability.

(b) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, the Borrower has not disposed of Hazardous Substances in such a manner as to create any material liability under any Environmental Law.

(c) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, there are no threatened or impending requests, claims, notices, investigations, demands, administrative proceedings, hearings or litigation relating in any way to the Borrower’s headquarters at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx or the Borrower, alleging material liability under, violation of, or noncompliance with any Environmental Law or any license, permit or other authorization issued pursuant thereto.

(d) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, the Borrower’s businesses are and have in the past always been conducted in accordance with all Environmental Laws and all licenses, permits and other authorizations required pursuant to any Environmental Law and necessary for the lawful and efficient operation of such businesses are in the Borrower’s possession and are in full force and effect, nor has the Borrower been denied insurance on grounds related to potential environmental liability. No permit required under any Environmental Law is scheduled to expire within 12 months and there is no threat that any such permit will be withdrawn, terminated, limited or materially changed.

(e) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, the Borrower’s headquarters at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx has not and has never been listed on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System or any similar federal, state or local list, schedule, log, inventory or database.

(f) The Borrower has delivered to the Lender all environmental assessments, audits, reports, permits, licenses and other documents describing or relating in any way to the Borrower’s headquarters at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx or the Borrower’s businesses.

Section 5.15 Submissions to Lender. All financial and other information provided to the Lender by or on behalf of the Borrower in connection with the Borrower’s request for the credit facilities contemplated hereby (i) is true and correct in all material respects, (ii) does not omit any material fact necessary to make such information not misleading and, (iii) as to projections, valuations or proforma financial statements, presents a good faith opinion as to such projections, valuations and proforma condition and results.

Section 5.16 Financing Statements. The Borrower has authorized the filing of financing statements sufficient when filed to perfect the Security Interest and the other security interests created by the Security Documents. When such financing statements are filed in the offices noted therein, the Lender will have a valid and perfected security interest in all Collateral that is capable of being perfected by filing financing statements. None of the Collateral is or will become a fixture on real estate, unless a sufficient fixture filing is in effect with respect thereto.

Section 5.17 Rights to Payment. Each right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or, in the case of all future Collateral, will be when arising or issued) the valid, genuine and legally enforceable obligation, subject to no defense, setoff or counterclaim, of the account debtor or other obligor named therein or in the Borrower’s records pertaining thereto as being obligated to pay such obligation.

ARTICLE VI
COVENANTS

So long as the Obligations shall remain unpaid, or the Credit Facility shall remain outstanding, the Borrower will comply with the following requirements, unless the Lender shall otherwise consent in writing:

Section 6.1 Reporting Requirements. The Borrower will deliver, or cause to be delivered, to the Lender each of the following, which shall be in form and detail acceptable to the Lender, provided that all financial statements required to be submitted by the Borrower shall be submitted on an unconsolidated basis as well as on a consolidated basis including Borrower and Guarantor:

(a) Annual Financial Statements. As soon as available, and in any event within 120 days after the end of each fiscal year of the Borrower, the Borrower’s audited financial statements with the unqualified opinion of independent certified public accountants selected by the Borrower and acceptable to the Lender, which annual financial statements shall include the Borrower’s balance sheet as at the end of such fiscal year and the related statements of the Borrower’s income, retained earnings and cash flows for the fiscal year then ended, prepared, if the Lender so requests, on a consolidating and consolidated basis to include any Affiliates, all in reasonable detail and prepared in accordance with GAAP, together with (i) copies of all management letters prepared by such accountants; and (ii) a certificate of the Borrower’s chief financial officer stating that such financial statements have been prepared in accordance with GAAP, fairly represent the Borrower’s financial position and the results of its operations, and whether or not such Officer has knowledge of the occurrence of any Default or Event of Default and, if so, stating in reasonable detail the facts with respect thereto.

(b) Monthly Financial Statements. As soon as available and in any event within 20 days after the end of each month, the unaudited/internal balance sheet and statements of income and retained earnings of the Borrower as at the end of and for such month and for the year to date period then ended, prepared, if the Lender so requests, on a consolidating and consolidated basis to include any Affiliates, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP, subject to year-end audit adjustments and which fairly represent the Borrower’s financial position and the results of its operations; and accompanied by a certificate of the Borrower’s chief financial officer, substantially in the form of Exhibit B hereto stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly represent the Borrower’s financial position and the results of its operations, (ii) whether or not such Officer has knowledge of the occurrence of any Default or Event of Default not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the computations as to, whether or not the Borrower is in compliance with the Financial Covenants.

(c) Collateral Reports. Within twenty (20) days after the end of each moth or more frequently if the Lender so requires, agings of the Borrower’s accounts receivable and its accounts payable, and within fifteen (15) days after the end of each month, an inventory

certification report, and a calculation of the Borrower’s Accounts, Inventory, Eligible Inventory and Eligible In-Transit Inventory as of each month, or more frequently as the Lender requires.

(d) Projections. No later than forty-five (45) days after the last day of each fiscal year, the Borrower’s projected balance sheets, income statements, statements of cash flow and projected Availability for each month of the succeeding fiscal year, each in reasonable detail. Such items will be certified by the Officer who is the Borrower’s chief financial officer as being the most accurate projections available and identical to the projections used by the Borrower for internal planning purposes and be delivered with a statement of underlying assumptions and such supporting schedules and information as the Lender may in its discretion require.

(e) Litigation. Immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the Borrower (i) of the type described in Section 5.14(c) or (ii) which seek a monetary recovery against the Borrower in excess of $500,000.

(f) Defaults. When any Officer of the Borrower becomes aware of the occurrence of any Default or Event of Default, and no later than five (5) business days after such Officer becomes aware of such Default or Event of Default, notice of such occurrence, together with a detailed statement by a responsible Officer of the Borrower of the steps being taken by the Borrower to cure the effect thereof.

(g) Plans. As soon as possible, and in any event within 30 days after the Borrower knows or has reason to know that any Reportable Event with respect to any Pension Plan has occurred, a statement signed by the Officer who is the Borrower’s chief financial officer setting forth details as to such Reportable Event and the action which the Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event to the Pension Benefit Guaranty Corporation. As soon as possible, and in any event within 10 days after the Borrower fails to make any quarterly contribution required with respect to any Pension Plan under Section 412(m) of the IRC, the Borrower will deliver to the Lender a statement signed by the Officer who is the Borrower’s chief financial officer setting forth details as to such failure and the action which the Borrower proposes to take with respect thereto, together with a copy of any notice of such failure required to be provided to the Pension Benefit Guaranty Corporation. As soon as possible, and in any event within ten days after the Borrower knows or has reason to know that it has or is reasonably expected to have any liability under Sections 4201 or 4243 of ERISA for any withdrawal, partial withdrawal, reorganization or other event under any Multiemployer Plan, the Borrower will deliver to the Lender a statement of the Borrower’s chief financial officer setting forth details as to such liability and the action which the Borrower proposes to take with respect thereto.

(h) Officers. Promptly upon knowledge thereof, notice of the termination of employment of Xxxxxxx Xxxxxx, Chief Executive Officer of Xxxxxxxxxxx & Banks, Inc., Xxxxxx Xxxxxxxxxx, President of Xxxxxxxxxxx & Banks, Inc., or Xxxxxx Xxxxxx, Chief Financial Officer of Xxxxxxxxxxx & Banks, Inc.

(i) Collateral. Promptly upon knowledge thereof, notice of any loss of or material damage to any Collateral or of any substantial adverse change in any Collateral or the prospect of payment thereof.

(j) Commercial Tort Claims. Promptly upon knowledge thereof, notice of any commercial tort claims it may bring against any Person, including the name and address of each defendant, a summary of the facts, an estimate of the Borrower’s damages, copies of any complaint or demand letter submitted by the Borrower, and such other information as the Lender may request.

(k) Intellectual Property.

(i) 30 days prior written notice of Borrower’s intent to acquire material Intellectual Property Rights; except for transfers permitted under Section 6.16, the Borrower will give the Lender 30 days prior written notice of its intent to dispose of material Intellectual Property Rights and upon request shall provide the Lender with copies of all proposed documents and agreements concerning such rights.

(ii) Promptly upon knowledge thereof, notice of (A) any Infringement of its Intellectual Property Rights by others, (B) claims that the Borrower is Infringing another Person’s Intellectual Property Rights and (C) any threatened cancellation, termination or material limitation of its Intellectual Property Rights.

(iii) Promptly upon receipt, copies of all material registrations and filings with respect to its Intellectual Property Rights.

(l) Reports to Shareholders. Promptly upon their distribution, copies of all financial statements, reports and proxy statements which the Guarantor shall have sent to its shareholders.

(m) SEC Filings. If Lender so requests, promptly after the sending or filing thereof, copies of all regular and periodic reports which the Guarantor shall file with the Securities and Exchange Commission or any national securities exchange.

(n) Violations of Law. Promptly upon knowledge thereof, notice of the Borrower’s violation of any law, rule or regulation, the non-compliance with which could materially and adversely affect the financial condition, properties or operations of the Borrower.

(o) Other Reports. From time to time, with reasonable promptness, any and all receivables schedules, inventory reports, collection reports, deposit records, equipment schedules, copies of invoices to account debtors and such other material, reports, records or information as the Lender may request.

Section 6.2 Financial Covenants. The following financial covenants shall be calculated on a consolidated basis including the Borrower and the Guarantor:

(a) Minimum Cash Flow; Minimum Cash on Hand. The Borrower will maintain on a rolling twelve-month basis, determined as at the end of each fiscal quarter, Cash Flow at or above $0. Notwithstanding the foregoing, in the event the Borrower fails to maintain the

required level of Cash Flow set forth in the foregoing sentence, such failure will not constitute an Event of Default hereunder if the sum of Borrower’s cash, cash equivalents and short-term investments (as determined in accordance with GAAP) as of the end of such measurement prior equals or exceeds the following amounts during the periods set forth opposite such amounts:

Period	Minimum Cash, Cash Equivalents and Short-Term Investments

End of first fiscal quarter	$	20,000,000

End of second fiscal quarter	$	15,000,000

End of third fiscal quarter	$	10,000,000

End of fourth fiscal quarter	$	25,000,000

(b) Minimum Inventory Turns Ratio. The Borrower will maintain, on a rolling twelve-month basis, determined as at the end of each fiscal quarter, an Inventory Turns Ratio of not less than 3.0 to 1.0.

Section 6.3 Permitted Liens; Financing Statements.

(a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding, however, from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):

(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;

(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;

(iii) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliates;

(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;

(v) mortgages, pledges, liens or security interests in that certain real property located at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;

(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;

(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;

(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and

(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien.

(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.

Section 6.4 Indebtedness. The Borrower will not incur, create, assume or permit to exist any indebtedness or liability on account of deposits or advances or any indebtedness for borrowed money or letters of credit issued on the Borrower’s behalf, or any other indebtedness or liability evidenced by notes, bonds, debentures or similar obligations, except:

(a) Indebtedness arising hereunder;

(b) Indebtedness of the Borrower in existence on the date hereof and listed in Schedule 6.4 hereto;

(d) Trade debt owed to vendors incurred in the ordinary course of business.

Section 6.5 Guaranties. The Borrower will not assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except:

(a) The endorsement of negotiable instruments by the Borrower for deposit or collection or similar transactions in the ordinary course of business; and

(b) Guaranties, endorsements and other direct or contingent liabilities in connection with the obligations of other Persons, in existence on the date hereof and listed in Schedule 6.4 hereto.

Section 6.6 Investments and Subsidiaries. The Borrower will not make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except:

(a) Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poor’s Ratings Services or “P-1” or “P-2” by Xxxxx’x Investors Service, tax advantaged securities having a maturity of three (3) years or less issued by a municipality rated “A” by at least two rating agencies, corporate debt having a maturity of two (2) years or less rated “A” by at least two rating agencies, money market funds, repurchase agreements with a maturity of seven (7) days or less or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation);

(b) Travel advances not exceeding at any one time an aggregate of $50,000; and

(d) Current investments in the Subsidiaries in existence on the date hereof and listed in Schedule 5.5 hereto.

Borrower may create additional Subsidiaries provided that Borrower will provide Lender thirty (30) days notice prior to the creation of any Subsidiary; provided further that such Subsidiary shall immediately execute and deliver to the Lender a counterpart of this Agreement and become a Borrower.

Section 6.7 Dividends and Distributions. So long as no Event of Default exists or will occur as a result thereof, the Borrower may declare and pay dividends on its capital stock.

Section 6.8 Books and Records; Collateral Examination, Inspection and Appraisals.

(a) The Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to the Borrower’s business and financial condition and such other matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon the Lender’s request, will permit any officer, employee, attorney, accountant or other agent of the Lender to audit, review, make extracts from

or copy any and all company and financial books and records of the Borrower at all times during ordinary business hours, to send and discuss with account debtors and other obligors requests for verification of amounts owed to the Borrower, and to discuss the Borrower’s affairs with any of its senior offices and independent accountants.

(b) Upon two (2) Banking Days’ notice to the Borrower, the Borrower will permit the Lender or its employees, accountants, attorneys or agents, to examine and inspect any Collateral or any other property of the Borrower at any time during ordinary business hours; provided, however, that if the Lender reasonably believes that a Default or an Event of Default may have occurred, Lender shall not be required to give prior notice of such inspections. For purposes of this subsection (c), visits by employees or agents of Lender to stores operated by Borrower shall not be deemed to be inspections requiring prior notice so long as such visits are conducted during normal business hours.

(c) The Lender may also obtain during the continuance of a Default or an Event of Default, obtain at the Borrower’s expense an appraisal of Inventory by an appraiser acceptable to the Lender in its sole discretion.

Section 6.9 Account Verification.

(a) During any Default Period, the Lender or its agent may at any time and from time to time send or require the Borrower to send requests for verification of accounts or notices of assignment to account debtors and other obligors. At any time during any Default Period, the Lender or its agent may also at any time and from time to time telephone account debtors and other obligors to verify accounts.

(b) The Borrower shall pay when due each account payable due to a Person holding a Permitted Lien (as a result of such payable) on any Collateral.

Section 6.10 Compliance with Laws.

(a) The Borrower shall (i) comply with the requirements of applicable laws and regulations, the non-compliance with which would materially and adversely affect its business or its financial condition and (ii) use and keep the Collateral, and require that others use and keep the Collateral, only for lawful purposes, without violation of any federal, state or local law, statute or ordinance.

(b) Without limiting the foregoing undertakings, the Borrower specifically agrees that it will comply with all applicable Environmental Laws and obtain and comply with all permits, licenses and similar approvals required by any Environmental Laws, and will not generate, use, transport, treat, store or dispose of any Hazardous Substances in such a manner as to create any material liability or obligation under the common law of any jurisdiction or any Environmental Law.

(c) The Borrower shall (i) ensure that no Owner shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (ii) not use or permit the use of the proceeds of the Credit Facility or any other financial

accommodation from the Lender to violate any of the foreign asset control regulations of OFAC or other applicable law, (iii) comply with all applicable Bank Secrecy Act laws and regulations, as amended from time to time, and (iv) otherwise comply with the USA Patriot Act as required by federal law and the Lender’s policies and practices.

Section 6.11 Payment of Taxes and Other Claims. The Borrower will pay or discharge, when due, (a) all taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it (including the Collateral) or upon or against the creation, perfection or continuance of the Security Interest, prior to the date on which penalties attach thereto, (b) all federal, state and local taxes required to be withheld by it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon any properties of the Borrower; provided, that the Borrower shall not be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which proper reserves have been made.

Section 6.12 Maintenance of Properties.

(a) The Borrower will keep and maintain the Collateral and all of its other properties necessary or useful in its business in good condition, repair and working order (normal wear and tear excepted) and will from time to time replace or repair any worn, defective or broken parts; provided, however, that nothing in this covenant shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the Borrower’s judgment, desirable in the conduct of the Borrower’s business and not disadvantageous in any material respect to the Lender. The Borrower will take all commercially reasonable steps necessary to protect and maintain its Intellectual Property Rights.

(b) The Borrower will defend the Collateral against all Liens, claims or demands of all Persons (other than the Lender) claiming the Collateral or any interest therein. The Borrower will keep all Collateral free and clear of all Liens except Permitted Liens. The Borrower will take all commercially reasonable steps necessary to prosecute any Person Infringing its Intellectual Property Rights and to defend itself against any Person accusing it of Infringing any Person’s Intellectual Property Rights.

Section 6.13 Insurance. The Borrower will obtain and at all times maintain insurance with insurers acceptable to the Lender, in such amounts, on such terms (including any deductibles) and against such risks as may from time to time be required by the Lender, but in all events in such amounts and against such risks as is usually carried by companies engaged in similar business and owning similar properties in the same general areas in which the Borrower operates. Without limiting the generality of the foregoing, the Borrower will at all times maintain business interruption insurance for its headquarters at 0000 Xxxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, including coverage for force majeure and keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (for Collateral consisting of motor vehicles) and such other risks and in such amounts as the Lender may reasonably request, with any loss payable to the Lender to the extent of its interest, and all policies of such insurance shall contain a lender’s loss payable endorsement for the Lender’s

benefit. All policies of liability insurance required hereunder shall name the Lender as an additional insured.

Section 6.14 Preservation of Existence. The Borrower will preserve and maintain its existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business and shall conduct its business in an orderly, efficient and regular manner.

Section 6.15 Delivery of Instruments, etc. Upon request by the Lender, the Borrower will promptly deliver to the Lender in pledge all instruments, documents and chattel paper constituting Collateral, duly endorsed or assigned by the Borrower.

Section 6.16 Sale or Transfer of Assets; Suspension of Business Operations. The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations, without the prior written consent of the Lender. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that (i) the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business and (ii) the Borrower may enter into intracompany transfers. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

Section 6.17 Consolidation and Merger; Asset Acquisitions. Neither a Borrower nor the Guarantor will consolidate with or merge into any Person, or permit any other Person to merge into it, acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person unless:

(a) the corporation formed by such consolidation or into which the Borrower or the Guarantor, as the case may be, is merged (if the Borrower or the Guarantor is not the surviving entity) or the Person that acquires by conveyance or transfer all or substantially all of the properties and assets of the Borrower or the Guarantor, as the case may be, (i) shall be a corporation organized and existing under the laws of the Unites States of America or any State or the District of Columbia, (ii) shall expressly assume by an amendment to or restatement of this Agreement, or the Guaranty, as applicable, the performance of every covenant of this Agreement on the part of the Borrower or of the Guaranty on the part the Guarantor to be performed or observed and (iii) if such corporation is a holding company with a significant portion of its operations conducted and assets held by one or more subsidiaries, shall provide for guaranties from such subsidiaries on substantially the same terms and conditions as are set forth in the Guaranty;

(b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing;

(c) immediately after giving effect to such transaction, the corporation formed by such consolidation or into which the Borrower or the Guarantor, as the case may be, is merged or the Person that acquired by conveyance or transfer all or substantially of the properties and assets of the Borrower or the Guarantor, as the case may be, shall have a tangible net worth of not less than the consolidated tangible net worth of the Borrower and Guarantor immediately preceding such transaction;

(d) the Borrower and the Guarantor have delivered to the Lender an officer’s certificate and opinion of counsel (which opinion may rely, as to factual matters, upon a certificate of an executive officer of the Borrower or the Guarantor) stating that such consolidation , merger conveyance or transfer and such amendment or restatement complies with this Section 6.17 and that all conditions precedent herein relating to such transaction have been complied with; and

(e) such merger, consolidation or sale has been approved prior to the transaction in writing by the Lender.

Upon any consolidation or merger of the Borrower or the Guarantor into another entity, or any conveyance or transfer of all or substantially all of the properties and assets of the Borrower or the Guarantor in accordance herewith, the successor entity formed by such consolidation or into which the Borrower or the Guarantor, as the case may be, is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of the Borrower under this Agreement with the same effect as if such successor entity had been named as the Borrower herein.

Any Borrower may acquire another Person or substantially all the assets of another Person so long as the cash consideration for such acquisition does not exceed $20,000,000 for all such transactions in any fiscal year of the Borrowers; and further provided that immediately after giving effect to such transaction, (i) no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing and (ii) the Borrowers’ actual amount of aggregate cash and marketable securities that are permitted investments under Section 6.6 as of the measurement date immediately following such transaction, shall not be less than 60% of the aggregate of such items set forth in the Borrowers’ projections delivered to Lender for the applicable period.

Section 6.18 Sale and Leaseback. The Borrower will not enter into any arrangement, directly or indirectly, with any other Person whereby the Borrower shall sell or transfer any real or personal property, whether now owned or hereafter acquired, and then or thereafter rent or lease as lessee such property or any part thereof or any other property which the Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred; provided, however, that the Borrower may enter into such transaction with respect to the real property on which its headquarters is presently located and with respect to any personal property related thereto.

Section 6.19 Restrictions on Nature of Business. Without the advance written consent of the Lender, which consent shall not be unreasonably withheld, the Borrower will not engage in any line of business except for retail and direct apparel and accessory sales and will not purchase, lease or otherwise acquire assets not related to its business.

Section 6.20 Accounting. The Borrower will not adopt any material change in accounting principles other than as required by GAAP. The Borrower will not adopt, permit or consent to any change in its fiscal year unless such change is made in accordance with GAAP and all applicable tax laws and regulations.

Section 6.21 Plans. Unless disclosed to the Lender pursuant to Section 5.12, neither the Borrower nor any ERISA Affiliate will (i) adopt, create, assume or become a party to any Pension Plan, (ii) incur any obligation to contribute to any Multiemployer Plan, (iii) incur any obligation to provide post-retirement medical or insurance benefits with respect to employees or former employees (other than benefits required by law) or (iv) amend any Plan in a manner that would materially increase its funding obligations.

Section 6.22 Place of Business; Name. The Borrower will not transfer its chief executive office or principal place of business. The Borrower will not permit any tangible Collateral or any records pertaining to the Collateral to be located in any state or area in which, in the event of such location, a financing statement covering such Collateral would be required to be, but has not in fact been, filed in order to perfect the Security Interest. The Borrower will not change its name or jurisdiction of organization without the prior written consent of Lender, which consent shall not be unreasonably withheld.

Section 6.23 Constituent Documents; S Corporation Status. The Borrower will not amend its Constituent Documents in a manner adverse to the interests of Lender or become an S Corporation.

Section 6.24 Performance by the Lender. If the Borrower at any time fails to perform or observe any of the foregoing covenants contained in this Article VI or elsewhere herein, and if such failure shall continue for a period of ten calendar days after the Lender gives the Borrower written notice thereof (or in the case of the agreements contained in Section 6.11 and Section 6.13, immediately upon the occurrence of such failure, without notice or lapse of time), the Lender may, but need not, perform or observe such covenant on behalf and in the name, place and stead of the Borrower (or, at the Lender’s option, in the Lender’s name) and may, but need not, take any and all other actions which the Lender may reasonably deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to account debtors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments); and the Borrower shall thereupon pay to the Lender on demand the amount of all monies expended and all costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lender in connection with or as a result of the performance or observance of such agreements or the taking of such action by the Lender, together with interest thereon from the date expended or incurred at the Default Rate. To facilitate the Lender’s performance or observance of such covenants of the Borrower, the Borrower hereby irrevocably appoints the Lender, or the Lender’s delegate, acting alone, as the Borrower’s

attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of the Borrower any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by the Borrower hereunder.

ARTICLE VII
EVENTS OF DEFAULT, RIGHTS AND REMEDIES

Section 7.1 Events of Default. “Event of Default”, wherever used herein, means any one of the following events:

(a) Default in the payment of any Obligations when they become due and payable,;

(b) Failure to pay when due any amount specified in Section 2.3 relating to the Borrower’s Obligation of Reimbursement, or failure to pay immediately when due or upon termination of the Credit Facility any amounts required to be paid for deposit in the Special Account under Section 2.4;

(c) An Overadvance arises as the result of any reduction in the Borrowing Base, or arises in any manner on terms not otherwise approved of in advance by the Lender in writing;

(d) Any Financial Covenant shall become inapplicable due to the lapse of time and the failure to amend any such covenant to cover future periods;

(e) The Borrower or any Guarantor shall be or become insolvent, or admit in writing its or his inability to pay its or his debts as they mature, or make an assignment for the benefit of creditors; or the Borrower or any Guarantor shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or him or for all or any substantial part of its or his property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Borrower or such Guarantor, as the case may be; or the Borrower or any Guarantor shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Borrower or any such Guarantor; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Borrower or any Guarantor;

(f) A petition shall be filed by or against the Borrower or any Guarantor under the United States Bankruptcy Code naming the Borrower or such Guarantor as debtor;

(g) Any representation or warranty made by the Borrower in this Agreement, by any Guarantor in any Guaranty delivered to the Lender, or by the Borrower (or any of its Officers) or any Guarantor in any agreement, certificate, instrument or financial statement or other statement contemplated by or made or delivered pursuant to or in connection with this Agreement or any such guaranty shall prove to have been incorrect in any material respect when deemed to be effective;

(h) The rendering against the Borrower of an arbitration award, final judgment, decree or order for the payment of money in excess of $1,000,000 and the continuance of such arbitration award, judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution;

(i) A default under any bond, debenture, note or other evidence of material indebtedness of the Borrower owed to any Person other than the Lender, or under any indenture or other instrument under which any such evidence of indebtedness has been issued or by which it is governed, or under any material lease or other contract, and the expiration of the applicable period of grace, if any, specified in such evidence of indebtedness, indenture, other instrument, lease or contract;

(j) Any Reportable Event, which the Lender determines in good faith might constitute grounds for the termination of any Pension Plan or for the appointment by the appropriate United States District Court of a trustee to administer any Pension Plan, shall have occurred and be continuing 30 days after written notice to such effect shall have been given to the Borrower by the Lender; or a trustee shall have been appointed by an appropriate United States District Court to administer any Pension Plan; or the Pension Benefit Guaranty Corporation shall have instituted proceedings to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; or the Borrower or any ERISA Affiliate shall have filed for a distress termination of any Pension Plan under Title IV of ERISA; or the Borrower or any ERISA Affiliate shall have failed to make any quarterly contribution required with respect to any Pension Plan under Section 412(m) of the IRC, which the Lender determines in good faith may by itself, or in combination with any such failures that the Lender may determine are likely to occur in the future, result in the imposition of a Lien on the Borrower’s assets in favor of the Pension Plan; or any withdrawal, partial withdrawal, reorganization or other event occurs with respect to a Multiemployer Plan which results or could reasonably be expected to result in a material liability of the Borrower to the Multiemployer Plan under Title IV of ERISA;

(k) An event of default shall occur under any Security Document;

(l) The Borrower shall liquidate, dissolve, terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course, merge with another Person unless the Borrower is the surviving entity; or sell or attempt to sell all or substantially all of its assets, without the Lender’s prior written consent;

(m) Default in the payment of any amount owed by the Borrower to the Lender other than any indebtedness arising hereunder;

(n) Any Guarantor shall repudiate, purport to revoke or fail to perform any obligation under such Guaranty in favor of the Lender, or any Guarantor shall cease to exist;

(o) Any event or circumstance with respect to the Borrower shall occur such that the Lender shall believe in good faith that the prospect of payment of all or any part of the Obligations or the performance by the Borrower under the Loan Documents is impaired or any material adverse change in the business or financial condition of the Borrower shall occur;

(p) Any breach, default or event of default by or attributable to any Affiliate under any agreement between such Affiliate and the Lender shall occur;

(q) Default in the performance, or breach, of any covenant or agreement of the Borrower contained in this Agreement, other than those identified in Sections 7.1(a) through (p) above and other than a breach of the requirements of Section 6.2, the breach of which covenant is not cured to the Lender’s satisfaction within ten (10) Banking Days, provided that Lender shall have no obligation to make an Advance during any such cure period.

Section 7.2 Rights and Remedies. During any Default Period, the Lender may exercise any or all of the following rights and remedies:

(a) The Lender may, by notice to the Borrower, declare the Commitment to be terminated, whereupon the same shall forthwith terminate;

(b) The Lender may, by notice to the Borrower, declare the Obligations to be forthwith due and payable, whereupon all Obligations shall become and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which the Borrower hereby expressly waives;

(c) The Lender may, without notice to the Borrower and without further action, apply any and all money owing by the Lender to the Borrower to the payment of the Obligations;

(d) The Lender may exercise and enforce any and all rights and remedies available upon default to a secured party under the UCC, including the right to take possession of Collateral, or any evidence thereof, proceeding without judicial process or by judicial process (without a prior hearing or notice thereof, which the Borrower hereby expressly waives) and the right to sell, lease or otherwise dispose of any or all of the Collateral (with or without giving any warranties as to the Collateral, title to the Collateral or similar warranties), and, in connection therewith, the Borrower will on demand assemble the Collateral and make it available to the Lender at a place to be designated by the Lender which is reasonably convenient to both parties;

(e) The Lender may make demand upon the Borrower and, forthwith upon such demand, the Borrower will pay to the Lender in immediately available funds for deposit in the Special Account pursuant to Section 2.4 an amount equal to the aggregate maximum amount available to be drawn under all Letters of Credit then outstanding, assuming compliance with all conditions for drawing thereunder;

(f) The Lender may exercise and enforce its rights and remedies under the Loan Documents; and

(g) The Lender may exercise any other rights and remedies available to it by law or agreement.

Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 7.1(e) or (f), the Obligations shall be immediately due and payable automatically without presentment, demand, protest or notice of any kind. If the Lender sells any of the Collateral on credit, the Obligations will be reduced only to the extent of payments actually received. If the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and shall apply any proceeds actually received to the Obligations.

Section 7.3 Certain Notices. If notice to the Borrower of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in Section 8.3) at least ten calendar days before the date of intended disposition or other action.

ARTICLE VIII
MISCELLANEOUS

Section 8.1 No Waiver; Cumulative Remedies; Compliance with Laws. No failure or delay by the Lender in exercising any right, power or remedy under the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under the Loan Documents. The remedies provided in the Loan Documents are cumulative and not exclusive of any remedies provided by law. The Lender will comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

Section 8.2 Amendments, Etc. No amendment, modification, termination or waiver of any provision of any Loan Document or consent to any departure by the Borrower therefrom or any release of a Security Interest shall be effective unless the same shall be in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 8.3 Notices; Communication of Confidential Information; Requests for Accounting. Except as otherwise expressly provided herein, all notices, requests, demands and other communications provided for under the Loan Documents shall be in writing and shall be (a) personally delivered, (b) sent by first class United States mail, (c) sent by overnight courier of national reputation, (d) transmitted by telecopy, or (e) sent as electronic mail, in each case delivered or sent to the party to whom notice is being given to the business address, telecopier number, or e mail address set forth below next to its signature or, as to each party, at such other business address, telecopier number, or e mail address as it may hereafter designate in writing to the other party pursuant to the terms of this Section. All such notices, requests, demands and other communications shall be deemed to be an authenticated record communicated or given and effective when received by the Lender or the Borrower, as the case may be. All notices, financial information, or other business records sent by either party to this Agreement may be transmitted, sent, or otherwise communicated via such medium as the sending party may deem appropriate and commercially reasonable. All requests for an accounting under Section 9-210 of the UCC (i) shall be made in a writing signed by a Person authorized under Section 2.2(a), (ii)

shall be personally delivered, sent by registered or certified mail, return receipt requested, or by overnight courier of national reputation, (iii) shall be deemed to be sent when received by the Lender and (iv) shall otherwise comply with the requirements of Section 9-210. The Borrower requests that the Lender respond to all such requests that on their face appear to come from an authorized individual and releases the Lender from any liability for so responding. The Borrower shall pay the Lender the maximum amount allowed by the UCC for responding to such requests.

Section 8.4 Further Documents. The Borrower will from time to time execute, deliver, endorse and authorize the filing of any and all instruments, documents, conveyances, assignments, security agreements, financing statements, control agreements and other agreements and writings that the Lender may reasonably request in order to secure, protect, perfect or enforce the Security Interest or the Lender’s rights under the Loan Documents (but any failure to request or assure that the Borrower executes, delivers, endorses or authorizes the filing of any such item shall not affect or impair the validity, sufficiency or enforceability of the Loan Documents and the Security Interest, regardless of whether any such item was or was not executed, delivered or endorsed in a similar context or on a prior occasion).

Section 8.5 Costs and Expenses. The Borrower shall pay on demand all costs and expenses, including reasonable attorneys’ fees, incurred by the Lender in connection with the Obligations, this Agreement, the Loan Documents, any Letter of Credit and any other document or agreement related hereto or thereto, and the transactions contemplated hereby, including all such costs, expenses and fees incurred in connection with the negotiation, preparation, execution, amendment, administration, performance, collection and enforcement of the Obligations and all such documents and agreements and the creation, perfection, protection, satisfaction, foreclosure or enforcement of the Security Interest.

Section 8.6 Indemnity. In addition to the payment of expenses pursuant to Section 8.5, the Borrower shall indemnify, defend and hold harmless the Lender, and any of its participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees, attorneys and agents of the foregoing (the “Indemnitees”) from and against any of the following (collectively, “Indemnified Liabilities”):

(i) Any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Loan Documents or the making of the Advances;

(ii) Any claims, loss or damage to which any Indemnitee may be subjected if any representation or warranty contained in Section 5.14 proves to be incorrect in any respect or as a result of any violation of the covenant contained in Section 6.10(b) ; and

(iii) Any and all other liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel) in connection with the foregoing and any other investigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto, which may be imposed on, incurred by or asserted

against any such Indemnitee, in any manner related to or arising out of or in connection with the making of the Advances and the Loan Documents or the use or intended use of the proceeds of the Advances. Notwithstanding the foregoing, the Borrower shall not be obligated to indemnify any Indemnitee for any Indemnified Liability caused by the gross negligence or willful misconduct of such Indemnitee.

If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon such Indemnitee’s request, the Borrower, or counsel designated by the Borrower and satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in the manner directed by the Indemnitee, at the Borrower’s sole costs and expense. Each Indemnitee will use its best efforts to cooperate in the defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceable because it violates any law or public policy, the Borrower shall nevertheless make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The Borrower’s obligation under this Section 8.6 shall survive the termination of this Agreement and the discharge of the Borrower’s other obligations hereunder.

Section 8.7 Participants. The Lender and its participants, if any, are not partners or joint venturers, and the Lender shall not have any liability or responsibility for any obligation, act or omission of any of its participants. All rights and powers specifically conferred upon the Lender may be transferred or delegated to any of the Lender’s participants, successors or assigns.

Section 8.8 Execution in Counterparts; Telefacsimile Execution. This Agreement and other Loan Documents may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

Section 8.9 Retention of Borrower’s Records. The Lender shall have no obligation to maintain any electronic records or any documents, schedules, invoices, agings, or other papers delivered to the Lender by the Borrower or in connection with the Loan Documents for more than 30 days after receipt by the Lender. If there is a special need to retain specific records, the Borrower must inform the Lender of its need to retain those records with particularity, which must be delivered in accordance with the notice provisions of Section 8.3 within 30 days of the Lender taking control of same.

Section 8.10 Binding Effect; Assignment; Complete Agreement; Sharing Information. The Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights thereunder or any interest therein without the Lender’s prior written consent. This Agreement shall also bind all Persons who become a party to this Agreement as a borrower. This Agreement, together with the Loan Documents, comprises the

complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. To the extent that any provision of this Agreement contradicts other provisions of the Loan Documents, this Agreement shall control. Without limiting the Lender’s right to share information regarding the Borrower and its Affiliates with the Lender’s participants, accountants, lawyers and other advisors, the Lender and Xxxxx Fargo Bank may share any and all information they may have in their possession regarding the Borrower and its Affiliates solely in connection with the performance of services by Lender under this Agreement.

Section 8.11 Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

Section 8.12 Headings. Article, Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 8.13 Governing Law; Jurisdiction, Venue; Waiver of Jury Trial. The Loan Documents shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Minnesota. The parties hereto hereby (i) consent to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient; (iii) agree that any litigation initiated by the Lender or the Borrower in connection with this Agreement or the other Loan Documents may be venued in either the state or federal courts located in the City of Minneapolis, Minnesota and (iv) agree that a final judgment in any such suit, 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.

Section 8.14 Confidentiality. Lender agrees that it will use its reasonable efforts not to disclose without the prior consent of the Borrower (other than to its employees, auditors, advisors or counsel, provided such Persons shall be subject to the provisions of this Section 8.14 to the same extent as the Lender) any information with respect to the Borrower which is now or in the future furnished pursuant to this Agreement or any of the Loan Documents and which is designated by the Borrower to the Lender as confidential, provided that the Lender may disclose any such information (i) as has become generally available to the public other than by virtue of a breach of this Section 8.4 by the Lender, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors, (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation and (iv) in order to comply with any law, order, regulation or ruling applicable to the Lender.

THE BORROWER AND THE LENDER WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION AT LAW OR IN EQUITY OR IN ANY OTHER PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. Borrower’s Initials ; Lender’s Initials ;

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

Xxxxxxxxxxx & Banks, Inc.	XXXXXXXXXXX & BANKS, INC.
Xxxxxxxxxxx & Banks Company
Xxxxxxxxxxx & Banks Services Company	By:	/s/ Xxxxxx X. Xxxxxx
2400 Xenium Xxxx	Xxxxxx X. Xxxxxx
Xxxxxxxx, Xxxxxxxxx 00000	Senior Vice President & Chief
	Financial Officer
Telecopier: 763) 551-5161
Attention: Xxxxxx X. Xxxxxx
e-mail: xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx
	XXXXXXXXXXX & BANKS COMPANY

	By:	/s/ Xxxxxx X. Xxxxxx
	Xxxxxx X. Xxxxxx
	Senior Vice President & Chief
	Financial Officer


	XXXXXXXXXXX & BANKS SERVICES
	COMPANY

	By:	/s/ Xxxxxx X. Xxxxxx
	Xxxxxx X. Xxxxxx
	Senior Vice President & Chief
	Financial Officer


Xxxxx Fargo Bank, National Association,	XXXXX FARGO BANK, NATIONAL
acting through its Xxxxx Fargo Business Credit	ASSOCIATION, acting through its Xxxxx
operating division	Fargo Business Credit operating division
MAC- 9312-040
Sixth & Marquette	By:	/s/ Xxxxx X. Xxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000	Xxxxx X. Xxxx
Telecopier: ((000) 000-0000	Its Assistant Vice President
Attention: Xxxxx X. Xxxx
e-mail: xxxxx.x.Xxxx@xxxxxxxxxx.xxx

Table of Exhibits and Schedules

Exhibit A		Form of Revolving Note

Exhibit B		Compliance Certificate

Exhibit C		Premises

Schedule 5.1		Trade Names, Chief Executive Office, Principal Place of Business, and Locations of Collateral

Schedule 5.2		Capitalization and Organizational Chart

Schedule 5.5		Subsidiaries

Schedule 5.7		Litigation Matters

Schedule 5.11		Intellectual Property Disclosures

Schedule 5.14		Environmental Matters

Schedule 6.3		Permitted Liens

Schedule 6.4		Permitted Indebtedness and Guaranties

Exhibit A to Credit and Security Agreement

REVOLVING NOTE

$50,000,000.00

November 4, 2005

For value received, the undersigned XXXXXXXXXXX & BANKS, INC., XXXXXXXXXXX & BANKS COMPANY AND XXXXXXXXXXX & BANKS SERVICES COMPANY, each a Minnesota corporation (the “Borrower”), hereby jointly and severally promise to pay on the Termination Date under the Credit Agreement (defined below), to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Xxxxx Fargo Business Credit operating division, at its office in Minneapolis, Minnesota, or at any other place designated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifty Million and 00/100 Dollars ($50,000,000.00) or the aggregate unpaid principal amount of all Revolving Advances made by the Lender to the Borrower under the Credit Agreement (defined below) together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a 360-day year, from the date hereof until this Note is fully paid at the rate from time to time in effect under the Amended and Restated Credit and Security Agreement dated the same date as this Note (the “Credit Agreement”) by and between the Lender and the Borrower. The principal hereof and interest accruing thereon shall be due and payable as provided in the Credit Agreement. This Note may be prepaid only in accordance with the Credit Agreement.

This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Revolving Note referred to in the Credit Agreement. This Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.

The Borrower shall pay all costs of collection, including reasonable attorneys’ fees and legal expenses if this Note is not paid when due, whether or not legal proceedings are commenced.

A-1

Presentment or other demand for payment, notice of dishonor and protest are expressly waived. Each of the undersigned is primarily liable herein as co-maker; and neither are merely “accommodation parties.” The undersigned each waive all defenses based upon the status of an accommodation party.

	XXXXXXXXXXX & BANKS, INC.

	By:
		Xxxxxx X. Xxxxxx
		Senior Vice President & Chief Financial
		Officer


	XXXXXXXXXXX & BANKS COMPANY

	By:
		Xxxxxx X. Xxxxxx
		Senior Vice President & Chief Financial
		Officer


	XXXXXXXXXXX & BANKS SERVICES
	COMPANY

	By:
		Xxxxxx X. Xxxxxx
		Senior Vice President & Chief Financial
		Officer

A-2

Exhibit B to Credit and Security Agreement

COMPLIANCE CERTIFICATE

To:	Xxxxx Fargo Business Credit
Date:	, 20
Subject:	Financial Statements

In accordance with our Amended and Restated Credit and Security Agreement dated as of November 4, 2005 (the “Credit Agreement”), attached are the financial statements of (the “Borrower”) as of and for , 20 (the “Reporting Date”) and the year-to-date period then ended (the “Current Financials”). All terms used in this certificate have the meanings given in the Credit Agreement.

I certify that the Current Financials have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly present the Borrower’s financial condition as of the date thereof.

I further hereby certify as follows: Events of Default. (Check one):

o The undersigned does not have knowledge of the occurrence of a Default or Event of Default under the Credit Agreement except as previously reported in writing to the Lender.

o The undersigned has knowledge of the occurrence of a Default or Event of Default under the Credit Agreement not previously reported in writing to the Lender and attached hereto is a statement of the facts with respect to thereto. The Borrower acknowledges that pursuant to 2.5(b) of the Credit Agreement, the Lender may impose the Default Rate at any time during the resulting Default Period.

Material Adverse Change in Litigation Matters of the Borrower. I further hereby certify as follows (check one):

o The undersigned has no knowledge of any material adverse change to the litigation exposure of the Borrower or any of its Guarantors or Affiliates.

o The undersigned has knowledge of material adverse changes to the litigation exposure of the Borrower or any of its Guarantors or Affiliates not previously disclosed in Schedule 5.7. Attached to this Certificate is a statement of the facts with respect thereto.

Financial Covenants. I further hereby certify as follows (check and complete each of the following):

1. Minimum Cash Flow; Maximum Cash on Hand. Pursuant to Section 6.2(a) of the Credit Agreement, as of the Reporting Date, the Borrower’s Cash Flow was $

B-1

which o satisfies o does not satisfy the requirement that such amount be not less than $0 on the Reporting Date, or such Cash Flow was less than $0 but the Borrower’s cash and cash equivalents as of such date o satisfies o does not satisfy the requirement that such amount be not less than the amount set forth in the table below:

Period	Minimum Cash and Cash Equivalents
End of first fiscal quarter	$	20,000,000
End of second fiscal quarter	$	15,000,000
End of third fiscal quarter	$	10,000,000
End of fourth fiscal quarter	$	25,000,000

2. Minimum Inventory Turns Ratio. Pursuant to Section 6.2(b) of the Credit Agreement, as of the Reporting Date, the Borrower’s Inventory Turns Ratio was to 1:00 which o satisfies o does not satisfy the requirement that such ratio be no less than 3.00 to 1.00 on the Reporting Date.

Attached hereto are all relevant facts in reasonable detail to evidence, and the computations of the financial covenants referred to above. These computations were made in accordance with GAAP.


		By:
			Its Chief Financial Officer

B-2

Exhibit C to Credit and Security Agreement

PREMISES

The Premises referred to in the Credit and Security Agreement are as follows:

1. Headquarters and Distribution Center:

0000 Xxxxxx Xxxx Xxxxx

Xxxxxxxx, Xxxxxxxxx 00000

2. Stores:

See attached spreadsheets.

102 White Bear Center
0000 Xxxx Xxxxxx Xxxxx
Xxxxx Xxxx Xxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxxx Xxxx A
0000 Xxxxxx Xxxx Xxxxx #000
Xxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxxxx Xxxx
000 XX 0xx Xxxxxx
Xxxxx Xxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxx, XX 00000
000-000-0000

000 Xxxxx Xxxxx #Xxxx 14
0000 Xxxx Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxx
000 Xxxxxxxxx Xxxxx
Xxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxx
0000 Xxxxx Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
000-000-0000

112 Crossroads Shopping Center
0000 Xxxx Xxxxxxxx Xx. Xxxxx X00
Xx. Xxxxx, XX 00000-0000
000-000-0000

000 Xxxxxxxxxx Xxxxxx Xxxx
000 Xxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx #000
0000 Xxxxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
000-000-0000

000 Xxxxxx Xxxx
000 Xxxx Xxxxx Xxx. X-0
Xxxxxxxxx Xxxxxx, XX 00000
000-000-0000

117 Xxxx Xxxxxx Mall
0000 Xxxx Xxxxxx Xxxxx XX
Xxxxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxxx Xxxx
0000 0xx Xxx X
Xxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxxxx #000
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx
0000 Xxxxxxxx Xxxx XX
Xxxxx Xxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxxx Xxxxxxxxx #X-00
0000 Xxxx Xxxx Xxxx, Xxxxx X
Xxxxxxx, XX 00000
000-000-0000

000 Xxxx Xxxxx Xxxx
X-00 and 00xx Xxxxxx Xxxxx
Xxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxx
000 XXXXXXX XXXXX X XXX #0
XXXXXX XXXX, XX 00000
000-000-0000
(must be in all caps where shown)

000 Xxxxxxxxxx Xxxx
217 S. 25th Street (C4)
Xxxx Xxxxx, XX 00000
000-000-0000

000 Xxxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxx, XX 00000
000-000-0000

000 Xxxxxx Xxxx Xxxx #000
0000 Xxxxx Xx 00
XxXxxxxx, XX 00000-0000
000-000-0000

000 Xxx Xxxxxxx xx Xxxxxx #000
0000 Xxxxxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxxx
000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxxx Xxxx #000
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxx-Xxxxxxx
000 Xxxxxxx Xxxx #000
Xxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxx
0000 00xx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxxx Xxxx
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000-0000
000-000-0000

000 Xxxxxxxxx Xxxx
000 Xxxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx #000
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxxxxx Xxxxxx, #0000
00000 Xxxx 00xx
Xxxxxxxxxxxx, XX 00000
000-000-0000

000 Xxx Xxxx Xxxxxx
000 Xxx Xxxx Xxxxxx
Xxxxx Xxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxx
0000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx
000 Xxxxx Xxxx Xxx., Xxxxx #00
Xxxx Xxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxx Xxxx
0000 Xxxxx 00xx Xxxxxx
Xxxxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxx
0000 Xxxxxxx Xxxx Xxxxx
Xxxxxxxxx Xxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx
0000 Xxx Xxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
000-000-0000

000 Xxx Xxxxxxx Xxxx #000
000 Xxxx X. Xxxxxxx Xxxx
Xxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxxx Xxxx #0000
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxx Xxxx, XX 00000
000-000-0000

000 Xxxxxx Xxxx Xxxx #000
200 X. Xxxxxx Avenue
Coeur D’Xxxxx, XX 00000
000-000-0000

150 Kaleidoscope
000 Xxxxxx, Xxxxx #000
Xxx Xxxxxx, XX 00000
000-000-0000

000 Xxxx Xxxxxxx Xxxxxx #0000
0000 Xxxxxx Xxxxx Xx.
Xxxx Xxxxxxx, XX 00000
000-000-0000

150 Xxxxxxxxxxx Xxxx
000 Xxxxx Xxxxxxx #000
Xxxxx Xxxx, XX 00000
000-000-0000

150 Xxxxxxxx Xxxx #00
0300 0xx Xxxxxx XX
Xxxxxxxx, XX 00000
000-000-0000

150 Xxxxxxx Xxxx #000
0000 XX 00xx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

150 Xxxxxxxxxx Xxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

150 Xxxx Xxxxx Xxxx
000 Xxxxxxx Xxxxxxxxx #000
Xxxxxx, XX 00000
000-000-0000

150 Xxxx Xxxx Xxxx #00
0000 Xxxx Xxxxx
Xxxxx Xxx, XX 00000
000-000-0000

150 Xxxxxxxxxx Xxxxxx
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

150 Xxxxx Xxx Xxxx
0800 Xxxxx Xxx Xx., Xxxxx #000
Xxx Xxxxxx, XX 00000
000-000-0000

160 Xxxxx Xxx Xxxxx #0X
000 X Xxxxxxxx
Xxxxx Xxx, XX 00000
000-000-0000

160 Xxxxxx Xxxxx #X-0
0000 Xxxxxxx 00 Xxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

160 Xxx Xxxxx Xxxx #000
000 Xxxx Xxxxxx X.X.
Xxx Xxxxxxxxxxxx, XX 00000
000-000-0000

160 Xxxxxxx Xxxx
0000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
000-000-0000

160 Xxxxx Xxxxxxxx Xxxx
020 Xxxxx Xxxxxxxx Xxxx
Xxxxx Xxxxxxx, XX 00000
000-000-0000

160 Xxxxxx Xxxxxx
X000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

160 Xxxxx Xxxxxxxx Xxxx
0000 Xxxxx 00
Xxxx, XX 00000
000-000-0000

160 Xxxxxxxxxxxx Xxxx
0500 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

160 Xxxxxxxxx Xxxxx Xxxxxx
000 Xxxxxxxxx Xxxxx Xxx. #000
Xxxxxxxxx, XX 00000
000-000-0000

160 Xxxxxx Xxxxx Xxxx Xenter
100 Xxxxxx Xxxxx Xxxxxxx
Xxxxx 00000
Xxxx Xxx Xxxxxx, XX 00000
000-000-0000

170 Xxxx Xxxxxx
0600 000xx Xxxxxx
Xxxxx Xxxxxx, XX 00000
000-000-0000

170 Xxxxxxxxx Xxxx
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
000-000-0000

170 Xxxxxx Xxxx
030 Xxxx Xxxxxxx Xxxxxx
Xxxx xx Xxx, XX 00000
000-000-0000

170 Xxxxx Xxxxx Xxxx
0000 Xxxxx Xxxxxx
Xxxx, XX 00000
000-000-0000

170 Xxxxxx Xxxxxx Xxxx #000
Xxxxxx, XX 00000
024-775-5088

170 Xxxxxxx Xxxxxx Xxxx
0100 Xxxxxxx Xxxxxx Xxxx
Xxxxx Xxxxx, XX 00000
000-000-0000

170 Xxxx Xxxx Xxxx
0000 00xx Xxxxxx
Xxxxxxxx, XX 00000
012-372-0965

170 Xxxxx Xxxxxx #A09
110 Xxxxx Xxxxxx
Xxxxx, XX 00000
000-000-0000

170 Xxx Xxxxx Xxxx #000
0300 Xxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
000-000-0000

170 Xxxxxx Xxxx Xxxx
0500 Xxxxxx Xxxx Xx., #000
Xxxx Xxx Xxxxxx, XX 00000
000-000-0000

180 Xxxxxxx Xxxxx Xxxx
0100 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
000-000-0000

180 Xxxxxxxxx Xxxxxxxxx XxXx
0900 Xxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

182 1300 Xxxxxx Xxxx Xxxx
Xxxx Xxxxxx, XX 00000
000-000-0000

183 110 Xxxxxxxxx Xxxx
0400 Xxxx 00xx Xxxxxx
Xxxxx Xxxxxx, XX 00000
000-000-0000

180 Xxxx Xxxx #000
0000 Xxxxx Xxxx
Xxxx, XX 00000
000-000-0000

180 Xxxxxx Xxxx #000
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx, XX 00000
000-000-0000

180 Xxxxxxx Xxxx
0400 0xx Xxxxxx XX #000
Xxxxx Xxxxxx, XX 00000
000-000-0000

187 Montclair Center
13000 Xxxx Xxxxxx Xxxx
Xxxxx, XX 00000
000-000-0000

180 Xxxxxxxx Xxxx #000
000 Xx. Xxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
000-000-0000

180 Xxxx xx xxx Xxxxxx #000
0700 Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, XX 00000
000-000-0000

190 Xxxxxxx Xxxx

4800 Xxxx Xxxx
Xxx Xxxxxx, XX 00000
000-000-0000

190 Xxxx Xxxxx Xxxx
08 Xxxx Xxxxx Xxxx, #X-000
Xxxxxxx, XX 00000
000-000-0000

192 120 Xxxxxxx Xxxx
0200 Xxxxx 0xx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

190 Xxxxxxxxx Xxxxxxxxxxxx #000
060 Xxxxxxxxx Xxxxxxxxxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

190 Xxxxxxx Xxxx
0000 Xxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
000-000-0000

190 Xxxxx Xxxxxx Xxxx #000
0600 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
000-000-0000

190 Xxxxxx Xxxx Xxxx #000
0000 Xxxxxxxx Xxxx
Xxxxx, XX 00000
000-000-0000

200 Xxxxxxxxxx Xxxx #000
X.X. Xxx 0000
Xxxxxxxxxxxxx, XX 00000-0000
000-000-0000

200 Xxxxx Xxxxx Xxxx #000
0400 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxx, XX 00000
000-000-0000

200 Xxxxx Xxxx Xxxx #A-03
2500 X. Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

200 Xxxxxx Xxxx Xxxx #X-0
0600 Xxxxxx Xxxxx Xxxxxxx
Xxxxxx, XX 00000
000-000-0000

200 Xxxxxxxx Xxxx #000
0900 X. Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

200 Xxxxxxxx Xxxx #X-00
0700 X. Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
000-000-0000

200 Xxxx Xxxxx Xxxx
0200 X. Xxxxx Xxxx Xxxxx #00
Xxxxxxxx, XX 00000
000-000-0000

200 Xxxxxxxxxx Xxxxxx Xxxx #X-00
05 Xxxxx Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
000-000-0000

200 Xxxxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000
000-000-0000

210 Xxxxxxxxx Xxxx #00
0900 X. Xxxxxxxxx Xxxxx
Xxxxx, XX 00000
000-000-0000

210 Xxxxx Xxxx
0000 00xx Xxxxxx XX
Xxxxx, XX 00000
000-000-0000

210 Xxxxxx Xxxxx Xxxx #000
0700 Xxxxxxxxx Xxxx.
Xxxxxxxx Xxxxxxx, XX 00000
000-000-0000

210 Xxxxxxxxxx Xxxx #X-0
0500 Xxxx 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

210 Xxxxxxx Xxxx #600-000
Xxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
000-000-0000

210 Xxxxxxxx Xxxx #000
Xxxxxxxx, XX 00000
000-000-0000

210 Xxxxxxxxx Xxxx
02000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
000-000-0000

210 Xxxxxx Xxxx
0000 Xxxx 00xx Xxxxxx #000
Xxxxx Xxxxx, XX 00000-0000
000-000-0000

210 Xxxxxxxx Xxxx
0100 Xxxx Xxxx Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
000-000-0000

210 Xxxxxx Xxxx Xxxx
000 Xxxxxxx Xxxxxx Xxxxx X0
Xxxxxxxxx, XX 00000
000-000-0000

220 Xxxxxxxxxx Xxxx
0000 Xxxx Xxxx
Xxxxxxxxxx, XX 00000
000-000-0000

221 230 Xxxxxxxxx Xxxx
0300 00xx Xxxxxx
Xxxx Xxxxxxx, XX 00000
000-000-0000

220 Xxx Xxxx xx Xxxxxx Xxxxx #H-19a
250 Xxxxxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
000-000-0000

220 Xxxxx Xxxxx Xxxx
0800 Xxxxx Xxxxxx, #000
Xxxxxxx, XX 00000-0000
000-000-0000

220 #00 Xxxxxx Xxxxx Xxxx
0100 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
000-000-0000

220 Xxxxxxx Xxxx Xxxxxx #000
000 Xxxxxxxxxx Xxx.
Xxxxxxx, XX 00000
000-000-0000

220 Xxxx Xxxx Xxxx

00000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
000-000-0000

220 #00 Xxxxxxxxx Xxxx
0300 0xx Xxxxxx XX
Xxxxxxxxx, XX 00000
000-000-0000

230 Xxxxxx Xxxx Xpace #1070
330 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

230 Xxxxx Xxxxxxxx Xxxx #000
0200 X. Xxxxxxx Xxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
000-000-0000

230 Xxxx xx Xxxxxxx #266/270
270 Xxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

230 Xxxxx Xxxx
0000 Xxxxx Xxxx
Xxxx Xxxx, XX 00000
000-000-0000

230 Xxxxxxxxx Xxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

230 Xxxxxxxxxxx Xxxx
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

230 Xxxxxxxxxxx Xxxx
0400 X. 00xx Xxxxxx
Xxxxxxxx, XX 00000-0000
000-000-0000

230 Xxxx Xxxxxxxx #000
000 Xxxx Xalleria
2800 Xxxxxxxxx Xxxx
Xxxx, XX 00000
000-000-0000

240 Xxxxxxx Xxxx
0000 Xxxxx Xxxxxx Xxx., Xxxxx 0
Xxxxxxx, XX 00000
000-000-0000

240 Xxxxxx Xxxxx #00
0000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
000-000-0000

240 Xxxxxxxxxx Xxxx #00
0000 Xxx 00 Xxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

240 Xxxx Xxxx Xxxxxx #000
0100 Xxxxxx Xx.
Xxxx, XX 00000-0000
000-000-0000

240 Xxxxxx Xxxxx Xxxx
0200 0xx Xxxxx. Xxxxx X-00
Xxxxxxx Xxxxx, XX 00000
000-000-0000

240 Xxxxxxxxxx Xxxx
0100 X. Xxxx Xxxx Xx. #000
Xxx Xxxxxx, XX 00000
000-000-0000

240 Xxxxxx Xxxxxxx Xxxx
07000 Xxxxx Xxx X-00
Xxxxxxxx, XX 00000
000-000-0000

240 Xxxxxxxx Xxxx
0000 X. 00xx Xxxxx 00
Xxxxxxxx, XX 00000
000-000-0000

250 Xxxxxxxx Xxxx
0300 Xxxxxxxx Xx. #0
Xxxxxx Xxxxx, XX 00000
000-000-0000

250 Xxxxxx Xxxx
0000 Xxxxx Xxxxxxxx
Xxxxxx, XX 00000
000-000-0000

250 Xxxxx Xxxxxx Xxxx
0400 Xxxx Xxxx Xx. X. #000
Xxxx Xxxxx, XX 00000
000-000-0000

250 Xxxxx Xxxxx Xxxx, Xxxxx #000
0300 Xxxx 00xx Xxxxxx. Xxxxx 00
Xxxxx Xxxxx, XX 00000
000-000-0000

250 Xxxxx Xxxxx Xxxxxx
050 X. Xxxxxxxxx #0000
Xxxxx, XX 00000
000-000-0000

250 Xxxxxxx Xxxx
000 X. 00xx Xx. X. #X-0
Xxxxxxxx, XX 00000
000-000-0000

250 Xxx Xxxx Xxxx
060 Xxxxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
000-000-0000

260 Xxxxxxx Xxxx
Xxx 080 Xxxxx & 00xx Xx. XX
Xxxxxxxxx, XX 00000
000-000-0000

260 Xxxxxxx Xxxxxxx Xxxx
0200 Xxxxx Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
000-000-0000

260 Xxx Xxxx Xxxx
0000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
000-000-0000

260 Xxxxxxxxx Xxxx
000 00xx Xxxxxx XX
Xxxxxxx, XX 00000
000-000-0000

260 Xxxxxxx Xxxx
0000 Xxxxxxxx
Xxxxxxx, XX 00000
000-000-0000

260 Xxxx Xxxx Xxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

260 Xxxxx Xxxx Xxxxxx
0000 Xxxx Xxxxxxx
Xxxxxxx, XX 00000
000-000-0000

260 Xxxxxxxx Xxxxxx
0700 Xxxxxxx Xxxx
Xxxxxx Xxxxx, XX 00000
000-000-0000

260 Xxxxxx Xxxx
0000 Xxxxxxx
Xxxxxx, XX 00000
000-000-0000

260 Xxxx Xxxxxxx Xxxx
000 Xxxx Xxxxxx Xxxx Xxx. #00
Xxxxxxxxx, XX 00000
000-000-0000

270 Xxxxxxxx Xxxx Xxxx
0400 Xxxxxx Xxxxxx #000x
Xxxxxxxxxx, XX 00000
000-000-0000

270 Xxxxxxx Xxxxxx
0000 Xxxxxxx
Xxxxx Xxxx, XX 00000
000-000-0000

270 Xxxxxx Xxxx Xxxxx
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
000-000-0000

270 Xxxxxxxx Xxxx #000
0800 X. Xxxxxxxx Xxx.
Xxxxxxx, XX 00000
000-000-0000

270 Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
000-000-0000

275 Provo Towne Center
1200 Provo Toxx Xxxxxx
Xxxx #0000
Xxxxx, XX 00000
000-000-0000

270 Xxxxxxxx Xxxx
0300 Xxxxxx Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
000-000-0000

270 Xxxxx Xxxxx Xxxxxxxx Xxxxxx
000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
000-000-0000

278 Foothills Faxxxxx Xxxx
000 Xxxx Xxxxxxxxx Xxxxxxx, X-0
Xoxx Xxxxxxx, XX 00000
000-000-0000

270 Xxxxxxx Xxxxx
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
000-000-0000

280 Xxxxxxxx Xxxxxx Xxxx
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
000-000-0000

280 Xxxxxxxx Xxxx
000 Xxxxxxxx Xxxx #X-0
Xxxxxx, XX 00000
000-000-0000

280 Xxxxxxxx Xxxx
000 Xxxxx Xxxxx Xxxxx #000
Xxxxxxx, XX 00000
000-000-0000

280 Xxxxxxxxx Xxxx #X000
0700 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
000-000-0000

280 Xxxxxxx Xxxx Xxxx
0000 00xx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

280 Xxxxxx Xxxx
0000 Xxxxxx Xxxxx
Xxxxxx, XX 00000
000-000-0000

280 Xxxxxxxxxx Xxxx Xxxx
0000 XX Xxxxxxxxxx Xxxx.
Xxxxxxxxxxxx, XX 00000
000-000-0000

280 Xxxxxx Xxxxxx Xxxx
0400 Xxxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
000-000-0000

280 Xxxxx Xxxxx Xxxx X. #0
0100 Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
000-000-0000

280 Xxxxxxx Xxxx
0500 Xxxxxxxx Xxxx.
Xxxxx, XX 00000
000-000-0000

290 Xxxx Xxxx — Xxxxx X-0
0900 Xxxxx X.X. 000
Xxxx, XX 00000
000-000-0000

290 Xxxxxxx Xxxxxx Xhopping Ctr.
720 Xxxxx Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
000-000-0000

290 Xxxxxxxx Xxxxxxxx Xxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

290 Xxxxxxxxx Xxxxxx Xxxx
010 Xxxxxx Xxxx Xxxx—Xxx
Xxxx Xxxxxxxxx, XX 00000
000-000-0000

290 Xxxxxxx Xxxx
0100 Xxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
000-000-0000

290 Xxxxx Xxxxxx Xxxxxx
080 Xxxx Xxx Xxxxxx
Xxxxx, XX 00000
000-000-0000

290 Xxxxx Xxxxx Xxxxxx #0000
00000 Xxxxx Xxxxx
Xxxxx, XX 00000
000-000-0000

290 Xxxxxxxxx Xxxxxxxx Xxxx
0200 Xx. Xxxxxx Xx. #000
Xxxxxxxxxxxx, XX 00000
000-000-0000

290 Xxxxxxxxx Xxxx
0000 Xxxxxx Xxxxx Xxxx.
Xxxxxxx, XX 00000
000-000-0000

290 Xxxxxxx Xxxxx Xxx Xxxx #000
0500 Xxxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

300 Xxxxxxxx Xxxxxx Xxxx
0500-00 X. Xxxxxx Xx.
Xxxxxxx, XX 00000
000-000-0000

300 Xxxxxxxx Xxxxxxx Xxxx X5
51000 Xxx 0 &00
Xxxxxxxx Xxxxxxx, XX 00000
000-000-0000

300 Xxxxxxxxxxx Xxxxxx Xxxx #X0
Xxxx 00&00
Xxxxxxxxxxx, XX 00000
000-000-0000

300 Xxxxxx Xxxx #X0/X00
060 Xxxxxxxxxx Xxx.
Xxxxxx, XX 00000
000-000-0000

300 Xxxxxx Xxxx xt Saratoga #E-14
3000 Xx. 00
Xxxxxxxx Xxxxxxx, XX 00000
000-000-0000

300 Xxxxxxxxx Xxxxxx Xxxx #X00
03 Xxxx Xxxxxxxx Xx. #0000
Xxxxxxxxxxx, XX 00000
000-000-0000

306 Shopping Town Mall #2-B
3600 Xxxx Xxxx Xxxx
XxXxxx, XX 00000
000-000-0000

300 Xxxxxxxxxxx Xxxx #0X
0200 Xxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

300 Xxxxxxxx Xxxx Xxxxxx XX0000 & XX0000
0900 Xxxxxxxx Xxxx Xxxx.
Xxxxxxx, XX 00000
000-000-0000

300 Xxx Xxxxxxx #0000
050 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx Xxxxxxx, XX 00000
000-000-0000

310 Xxxx Xxxxx Xxxx #X00
0800 Xxxxxxxxx Xxxx
Xxxxxx, XX 00000
000-000-0000

310 Xxxxxxxxx Xxxxxxxx Xxxxx #000
070 Xxxxx Xxx
Xxxxxxx, XX 00000
000-000-0000

310 Xxxxxxxxx Xxxxxxxx Xxxxx #00
00 Xxx Xxxxxx
Xxxxxxx, XX 00000
000-000-0000

310 Xxxxxxxxx Xxxx#000x
000 XX Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
000-000-0000

310 Xxxxxx Xxxx #000
0000 X Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

310 Xxxxxxxxxxx Xxxx #000
0300 Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
000-000-0000

310 Xxxxxxxxx Xxxxxxxx Xxxxx-
Xxxxxxxx #X0
080 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

310 Xxxxx Xxxxxxx Xxxx #S149
1800 Xxxxx Xxxxxxx Xx.
Xxxxxxxxxx, XX 00000
000-000-0000

310 Xxxx Xxxxxxx Xxxx #Al2
100 Xxxx Xxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

320 Xxxxxxxxxx Xxxx #X00
0400 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
000-000-0000

320 Xxxxx Xxxxx Xxxx #X0x
0400 Xxxxx XX Xxx 00
Xxxxx Xxxxx, XX 00000
000-000-0000

322 Novi Town Center #43151
43000 Xxxxxxxx Xxxx.
Xxxx, XX 00000
000-000-0000

320 Xxxxxx Xxxxx Xxxx #00&00
0000 X. Xxxxx
Xxxxx Xxxxxx, XX 00000
000-000-0000

320 Xxxxx Xxxx
0300 Xxxxxxxx Xx Xxx. #0000
Xxxxxxxxxx, XX 00000
000-000-0000

320 Xxxxxxxxx Xxxxxxx, Xxxxx 000
02000 Xxxxxxxxx Xxxx
Xxxx Xxxxxx, XX 00000
000-000-0000

320 Xxxxxxxx Xx. Xxxxx #000 & 128
4100 Xxxxxxxx Xxxx X.
Xxxxxxxx, XX 00000
000-000-0000

320 Xxxxxx Xxxxx #000
0000 Xxxxx Xxx
Xxxxxx, XX 00000
000-000-0000

320 Xxxxxxxxxxxx Xxxx #0X0
0600 00xx Xx XX
Xxxxx Xxxxxx, XX 00000
000-000-0000

320 Xxxxxxxxxx Xxxx #000
000 X Xxxxxxxx Xxx.
Xxxxxxxx, XX 00000
000-000-0000

330 Xxxxx Xxxxx Xxxx #000
0800 Xxxxxx Xxx.
Xxxxxx, XX 00000
000-000-0000

330 Xxxxxx Xxxx #000
XX 000 & XX 05
Blxxxxxxx, XX 00000
000-000-0000

330 Xxx Xxxxx Xxxxxx Xxxx #000
080 Xxx Xxxxx Xx
Xxxxxxxxxxxxxx, XX 00000
000-000-0000

330 Xxxxxxxxxx Xxxx #C4&C5
89 Xxxxxxxxxx Xxxx
Xx. Xxxx, XX 00000
000-000-0000

330 Xxxxxxx Xxxx #CO4B(a)
2800 Xxxx 0xx Xxxxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

335 The Mall at Xxxxxxxx
2800 Xxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

330 Xxxxxxx Xxxxxx #000
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

330 Xxxxxxx Xxxxxxx Xxxxx #0000
0500 Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
000-000-0000

330 Xxxxxxxxx Xxxx #000
0300 Xxxxx Xxxxx X Xxxx 000
Xxxxxxxxx, XX 00000
000-000-0000

330 Xxxxxxxxxxxx Xxxx #F105
3800 X Xxxx Xx
Xx. Xxxxxxx, XX 00000
000-000-0000

340 Xxxxxxxxx Xxxx Xxxx #CO2
1200 XX 00 Xxxxx/Xxx 000
Xxxxxxxxx, XX 00000
000-000-0000

340 Xxxxxxxxx Xxxxxx #000
0000 X 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

340 Xxxxx Xxxxx Xxxx #F265
3400 Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

340 Xxxxxx Xxxx Xxxx #LF265
4800 Xxxxxx Xxxx Xxxx XX
Xxxxxxx, XX 00000
000-000-0000

340 Xxxxxxxxxx Xxxx #XX00
0200 Xxxx Xxx Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
000-000-0000

340 Xxxxxxxxx Xxxx #X000
XXX Xxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

340 Xxxxxxxxxx Xxxx #X000
0 Xxxxxxxxxx Xxxx Xxxx
Xxxxxx, XX 00000
000-000-0000

340 Xxxxxxx Xxxx xt Ingleside #H-309
50 Xxxxxxx Xxxxxx
Xxxxxxx XX 00000
000-000-0000

340 Xxxxxxxxxxxx Xxxx #X000
000 Xxxxxxxxxxxx Xxxx Xxx
Xxxxxxxx, XX 00000
000-000-0000

340 Xxxx Xxxxx Xxxx #X0
0100 Xxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
000-000-0000

350 Xxxxxxxxxxxx Xxxxxxxx #X000
090 Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

350 Xxxxxx Xxxxxx Xxxx #A06
1300 Xxxxxx Xxx, Xxxxx 000
Xxxxxxxx, XX 00000
000-000-0000

350 Xxxxxx Xxxx
0000 Xxxxxx Xxxx
Xxxxxx, XX 00000
000-000-0000

350 Xxxxxxxx xx Xxxxxxx Xxx #X000
0 Xxxxxxxx Xx
Xxxxxxxxxx, XX 00000
000-000-0000

350 Xxxxxxxxx Xxxxxx #X000
00 Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

350 Xxxxxxx Xxxx xf Ithaca #F09
40 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
000-000-0000

350 Xxxxxx Xxxxxxx Xxxx #C-14
4100 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
000-000-0000

350 Xxxxxx Xxx Xxxx #X000
0300 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
000-000-0000

350 Xxxxxxxxx Xxxxxx #000
010 Xxxxxxxxx Xxxxx
Xx. Xxxxx, XX 00000
000-000-0000

350 Xxxxxx Xxxx #0000
0300 X Xxxx Xx
Xxxxxx, XX 00000
000-000-0000

360 Xxxxxxxx Xxxx Xxxxxxx
#Xxxx X, Xxx X
0700 Xxxx Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
000-000-0000

361 Marketplace at Northglenn #Bldg 5
330X Xxxx 000xx Xxx
Xxxxxxxxxx, XX 00000
000-000-0000

360 Xxxxxxxx Xxxxxxxx #1000
Xxx Xxxx Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

360 Xxxxxxxx Xxxx #000
0300 Xxxxxxxxxx Xx
Xxxxxxxx, XX 00000
000-000-0000

360 Xxxxxx Xxxxx Xxxxxx #X0
010 Xxxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

360 Xxxxxx Xxxx #A10
2500 Xxxx Xxxxxx Xxxxx #000
Xxxxx Xxx, XX 00000
000-000-0000

360 Xxxxx Xxxx Xxxxxx #P05
7700 X Xxxxxx Xx.
Xxxxxxx, XX 00000

000-000-0000

360 Xxxx Xxxx Xxxx #0000
0600 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

360 XxXxxxxx Xxxx #000
0000 XxXxxxxx Xxxx
Xxxxxxx, XX 00000
000-000-0000

360 XxxxxXxxx #000x
0300 X. Xxxxxx Xx.
Xxxxxxxxx, XX 00000
000-000-0000

370 Xxxxxxxx Xxxxx #000
04000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
000-000-0000

370 Xxxxxx Xxxxxx #000x
0900 Xxxxxx Xxxxxx
Xx. Xxxxxxxxxx, XX 00000
000-000-0000

370 Xxxxxxxx Xxxxxxxx #000
0000 Xxxxxx
Xxxxxx, XX 00000
000-000-0000

370 Xxx Xxxxxxxx #000
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
000-000-0000

370 Xxxxxxx Xxxx #000x
0000 Xxxxxxx Xxxx
Xxxxx, XX 00000
052-861-5299

370 Xxxxxxxxxxxx Xxxx #000
030 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxxxxxx, XX 00000
000-000-0000

370 Xxxx Xxxxxxxxx Xxxx Xenter #215
1400 Xxxxxxx Xxxxx
Xxxx Xxxxxxxxx, XX 00000
000-000-0000

370 Xxxxxxxx’x Xxxxxx Xxxx #000
0800 Xxxxx Xxxxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
000-000-0000

370 Xxxxxxxx Xxxxx Xxxxxx #X00x
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
000-000-0000

379 The Shops at Evergreen Walk
Space #TS103
100 Xxxxxxxxx Xxx #000
X. Xxxxxxx, XX 00000
000-000-0000

380 Xxxxxxxxx Xxxx #X00
0600 X. Xxx 00
Xxxxxxxxx, XX 00000
000-000-0000

380 Xxxxxxxx Xxxx #X0
Xxxx. 720 & 000 Xx-Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

380 Xx. Xxxxx Xxxxxx #000
030 Xx. Xxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
000-000-0000

380 Xxxxxx Xxxxxx Xxxx #000
0600 X. Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

380 Xxxxx Xxxxxxxx Xxxx #0000
0400 Xxxxxxxx Xxxx.
Xxxx Xxxxxxx, XX 00000
000-000-0000

385 Part City Center #E575
570 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
000-000-0000

380 Xxxxxxxx Xxxxxxx #1064
3200-0000 Xxxxxxx Xxxx.
Xxxxxxxx, XX 00000
000-000-0000

387 The Shops at Boardwalk #SP18
8600 Xxxxx Xxxxxxxxx Xxx
Xxxxxx Xxxx, XX 00000
000-000-0000

380 Xxxxxxxxx Xxxx #730+735
100 Xxxxxxxxx Xxxxxx #000
Xxxxxx, XX 00000
000-000-0000

380 Xxxxxxxx Xxxxxxx #X000
0600 Xxxxxxxxx Xxxxx #000
Xxxxxxxxx, XX 00000
000-000-0000

390 Xxxx xx Xxx Xxxxxxxxx #X000
0500 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

390 Xxxxxxxxx Xxxx Xxxxxx #0000
02000 XX 00xx Xxxxxx
Xxxxxxxx, XX 00000
000-000-0000

390 Xxxxxxx Xxxxx Xxxx #000
02000 Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxx, XX 00000
000-000-0000

390 XxxxXxxx xx Xxxxxxxxxxx #000
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

390 Xxxxxxxxx Xxxx #P728
1700 Xxxx Xxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

390 Xxxxxx Xxxx X108
380 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

390 Xxx Xxx #X00
00 Xxx Xxx Xx.
Xxxxxxxxx, XX 00000
000-000-0000

390 Xxxxxxx Xxxxxx Xxxx #W241 & E243
990 X Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx, XX 00000
000-000-0000

390 Xxxxxxxxxxxx Xxxx #000 & 208
1200 Xxx 00 Xxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

390 Xxx Xxxx xx Xxxxxxx Xxxxx #00
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
000-000-0000

400 Xxxxx Xxxxx Xxxx #0000
0400 X. Xxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
000-000-0000

400 Xxxx Xxxx Xxxx
010 Xxxx Xxxx Xxxx
Xxxx Xxxxxxxxx, XX 00000
000-000-0000

400 Xxxxxxxxxx Xxxx
0800 Xxxxx & Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
000-000-0000

400 Xxxxxxxxx Xxxx #00
0000 X. Xxxxxxxxxx
Xxxxxxxx, XX 00000
000-000-0000

400 Xxxxxx Xxxxx Xxxx
0000 Xxxxxx Xxxxx Xxxx
Xxxxxx, XX 00000
000-000-0000

400 Xxxxx Xxxxxx Xxxx #0000
0300 X. Xxxx Xx.
Xxxxx, XX 00000
000-000-0000

400 Xxxxxxxxxx Xxxx Xxxxxx #0000
0000 Xxxxxxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

400 Xxxxxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

400 Xxxxxxxxx Xxxx
0000 Xxxxxx Xx.
Xxxxxxxx, XX 00000
000-000-0000

409 Antioch Shopping Center
5200 Xxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
000-000-0000

410 Xxxxx Xxxx Xxxx #0
0100 Xxxxx Xxxxxxx Xxx.
Xxxxxx, XX 00000
000-000-0000

410 Xxxxxxxxxx Xxxx #F29-B
7200 Xxxxxxxx Xxx
Xxxxxxxx, XX 00000
000-000-0000

410 Xxxxxx Xxxx
00xx & Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

410 Xxx Xxxx xx Xxxx #00
0900 Xxxx Xxxxxx
Xxxx, XX 00000
000-000-0000

410 Xxxxxxx Xxxx Xxxx #000

3500 Xxxxxxx Xxxx Xxxx Xxxxx
Xxxx Xxxx, XX 00000
000-000-0000

410 Xxxxxx Xxxxxxx Xxxx
000 Xxxxx Xxxxxxxxx Xxxx
Xxxxxx, XX 00000
000-000-0000

416 Hunter’s Square
31000 Xxxxxxx Xxxx Xx.
Xxxxxxxxxx Xxxxx, XX 00000
000-000-0000

410 Xxx-Xxxx Xxxx
0000 Xxxxx Xxxxxxxxxx Xxxxxxx
Xxxx Xxxxxxxx, XX 00000
000-000-0000

410 Xxx Xxxx Xxxxxx
09000 Xxxxxxxx Xxxxxx XX, X-000
Xxx Xxxxx, XX 00000
000-000-0000

420 Xxxxxxxx Xxxxxx Xxxx
0800 Xxxx Xxxx
Xxxxxxx, XX 00000
000-000-0000

420 Xxxxxxxx Xxxx Xenter
1300 Xxxxxx Xx
Xxxxxxxx, XX 00000
000-000-0000

420 Xxxxxxxxxxx Xxxx
0400 Xxxxxx Xxx, XX-00
Xxxxxx Xxx, XX 00000
000-000-0000

420 Xxxxxxx Xxxx
0000 Xxxx Xxx. #0000
Xxxxx, XX 00000
000-000-0000

420 Xxxxxx Xxxx #000
0200 X. Xxxx Xx.
Xxxxxx, XX 00000
000-000-0000

420 Xxx Xxxxxx Xxxx
0600 Xxxxxxxxx Xxxxx #0000
Xx. Xxxxxx, XX 00000
000-000-0000

420 Xxxxxxx Xxxx #000
0800 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
000-000-0000

420 Xxxxxxx Xxxxxx Xxxx #000
0800 Xxxxxxx Xxxxxx Xxxx
Xxxxxxx, XX 00000
000-000-0000

420 Xxxxxxx Xxxxxx Xxxx #0000
04000 Xxxx Xxxxxxx
Xxxxxxx Xxxxxx, XX 00000
000-000-0000

430 Xxxxxxxx Xxxx
05000 X. Xxxxxx Xxxx
Xxxxxxxx, XX 00000
000-000-0000

430 Xxxxxxx Xxxxxx
0700 Xxxxxxx Xx. #000
Xxxxxxx, XX 00000
000-000-0000

430 Xxxxxxx Xxxxx Xxxx #000
0500 Xxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
000-000-0000

430 Xxxxx Xxxxxx Xxxx #000
0400 Xxxxx Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

430 Xxxxxxx Xxxx
0700 X. Xxxx
Xxxxxxx, XX 00000
000-000-0000

430 Xxxxxxxxx Xxxxxx #X0
0200 Xxxxxxxxx
Xx. Xxxxx, XX 00000
000-000-0000

430 Xxxxxx Xxxx #K06
3500 Xxxxxxxxx Xxx
Xxxxxx, XX 00000
000-000-0000

430 Xxxxx Xxxx Xxxx #000
000 Xxxxxxxxx Xxxx
Xxxxxx, XX 00000
000-000-0000

438 Xxxxxx Galleria
34 Xxxxxx Xxxxxxxx #X000
Xxxxxxxxxxx, XX 00000
000-000-0000

430 Xxxxx Xxxxxx Xxxx #0000
0600 X. Xxxxxxxxx Xx.
Xxxxxxx, XX 00000
000-000-0000

440 Xxxxx Xxxxxx Xxxx
050 Xxxxx Xxxxxx Xxxx
Xxxxxxx, XX 00000
000-000-0000

440 Xxxxxxxx Xxxxxx
090 Xxxxxxxx Xxxxxx Xxxx.
Xxxxxxxxx, XX 00000
000-000-0000

440 Xxxxxxxxxxxx Xxxx #000
Xxxxx 00 Xxxx #000
Xxxxxxxxxx, XX 00000
000-000-0000

440 Xxxxxxxx Xxxx #000
0000 X. Xxxxx
Xxxxx Xxxx, XX 00000
000-000-0000

440 Xxxxx Xxxxxxx Xxxx
0100 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
000-000-0000

440 Xxxxxxxxxx Xxxx #X0000
0900 X. Xxxxxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
003-703-6399

440 Xxxxxxx Xxxxxx Xxxx #000
05 Xxxxxxx Xxxxxx Xxxx
Xxxxxx-Xxxxx, XX 00000-0000
000-000-0000

447 Lycoming Mall
300 Xxxxxxxx Xxxx Xxxxxx, Xxx.000
Xxxxxxxxx, XX 00000
000-000-0000

440 Xxxxxxxxxxx Xxxx #F-10
2800 Xxxxx Xxxxxxxxx Xxx
Xxxxxxxxxxx, XX 00000
000-000-0000

440 Xxxxxxx Xxxx
0400 XX Xxxxxxx Xxxx Xxx
Xxxxxxx, XX 00000
000-000-0000

450 Xxxxxx Xxxx #000
00000 Xxxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
000-000-0000

450 Xxxxxx Xxxx #F-7
10315 Sixxxxxxxx Xxx XX
X.X Xxx 000
Xxxxxxxxxx, XX 00000
000-000-0000

450 Xxxxxxx Xxxx #X0
040 Xxxxxxx Xxxx Xx.
Xxxxxxxxxx, XX 00000-0000
000-000-0000

450 Xxxxxxxxx Xxxx #000
0000 Xxxxxx-Xxxxx Xx
Xxxxxx, XX 00000
000-000-0000

450 Xxxxxxxxx Xxxx #000
0700 NE Vaxxxxxxx Xxxx Xx.
Xxxxxxxxx, XX 00000
000-000-0000

450 Xxxxxxxx Xxxx X00
0200 Xxxxx 00xx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

450 Xxx Xxxxx Xxxx #F-10
5900 X Xxxx Xxxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

450 Xxxx Xxxx #000
0424 Hwy 6 — 50
Grxxx Xxxxxxxx, XX 00000
000-000-0000

450 Xxxxxxxxxx Xxxx Xxxx #000
0500 X. Xxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

450 Xxxxxxxxxxx Xxxx #000
000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

460 Xxxxx Xxxxxx Xxxxxx
000 Xxxxx Xxxxxxxxx
Xx Xxxxx, XX 00000
000-000-0000

460 Xxxxxxxx Xxxx #000
0000 Xxxxxxxx
Xxxxxx, XX 00000
000-000-0000

460 Xxxxxxxxx Xxxx
000 Xxxxxxxxx Xxxx
Xxxx, XX 00000
000-000-0000

460 Xxxxxxxx Xxxx #X000
0100 00xx Xxx XX
Xxxxxx, XX 00000
000-000-0000

460 Xxxxxxx Xxxxxx Xxxxxx #000
0400 Xxxxx Xxxxxx Xxxx
Xxxxx, XX 00000
000-000-0000

460 Xxxxxxxx Xxxxxxxx Xxx #000x
000 X Xxxxxxx Xxxx
Xxxxxxx, XX 00000

000-000-0000

460 Xxxxxxxxxx Xxxx #0000
0300 X 00xx Xxxxxx
Xxxxxxxxx, XX 00000
000-000-0000

460 Xxxxxxxx Xxxx Xxxx #000
0100 Xxxxxxxxxxx Xx
Xxxxxxx, XX 00000
000-000-0000

460 Xxxxxxxxx Xxxx #000
0000 X. Xxxxxxxx
Xxxxxxxx, XX 00000
000-000-0000

460 Xxxxxxxx Xxxx #000
0000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
000-000-0000

470 Xxxx Xxxxxx Xxxx Xxx
0200 Xxxx Xxxx Xxxxxx
Xxxxxxxx, XX 00000
000-000-0000

470 Xxxxxxx Xxxx #X-0
000 Xxxxx Xxxxxx xxx Xxx
Xxxxxxx, XX 00000
000-000-0000

470 Xxxxxxxxxxx Xxxx
Xpace #C3 & C9A
700 Xxxxxxx Xxxx Xx.
Xxxxxxxxx, XX 00000
000-000-0000

470 Xxxxxxx Xxxx #000
0300 Xxxx Xxxxxxx Xxx
Xxxxxxx, XX 00000
000-000-0000

470 Xxxxxx Xxxx Xxxx #000
Xnx Xxxxxx Xxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

470 Xxxxxxx Xxxx #X00
0500 X. Xxxxxxx Xx.
Xxxxxxx, XX 00000
000-000-0000

476 Xxxxxxxxxx Village #730
000 Xxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
000-000-0000

470 Xxxxxxxxxxxx Xxxx #000
0000 Xxxxx Xxx Xxxx
Xxxxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxxx Xxxxx Xxxxxx #000
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxxxx Xxxx #000
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx #0000
0000 Xxxxxxxxxx-Xxxxxx Xx
Xxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxxxx #0000
00000 Xxxxxx (I-75)
Xxxxxx, XX 00000
000-000-0000

000 Xxxxx Xxxxxx Xxxx
000 Xxxxx Xxxxxx
Xxxxx, XX 00000
000-000-0000

483 The Crossroads #000
0000 X. Xxxxxxxxx Xxx
Xxxxxxx, XX 00000
000-000-0000

000 Xxx-Xxxxxx Xxxx #X0
00000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
513-671-9000

000 Xxxxx Xxxxxxx Xxxx #000
000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxx Xxxxxx #H216
0000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
000-000-0000

000 Xxxxxx Xxxx #000
0000 Xxxxxxxxxx-Xxxxxxxxxxx Xx
Xxxxxx, XX 00000
000-000-0000

000 Xxxxxx Xxxxx Xxxx #000
000 Xxxxx 00xx Xxxxxx
Xxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx Xxxx #17/18
Xxxxx 00 & Xxxxxxxx Xx
Xxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxx #00
0000 X Xxxxxxxxx Xxxx
Xx. Xxxxx, XX 00000
000-000-0000

000 Xxx Xxxxx Xxxx #0000
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxx #0000
00000 Xxxxxxxxxx Xxxxxx
Xxxxx, XX 00000
000-000-0000

000 Xxxxxxxxxx Xxxxxx Xxxx #000
0000 X. Xxxxxx Xxxxxx
Xxxxxx, XX 00000
000-000-0000

000 Xxxx Xxxxxx Xxxx #000
00000 Xxxx Xxxx
Xx. Xxxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxx Xxxxx Village #2030A
Xxxxx 00 & Xxxx Xxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

000 Xxx Xxxxxx Xxxxxx #X0
0000 Xxx Xxxxxx Xxxxxx Xx.
Xxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxxxxxxx #000
000 Xxxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxxx Xxxxxx #X0
0000 Xxxxx Xxxxxx Xxxx.
Xxxxxxx, XX 00000
000-000-0000

000 Xxxx Xxxxxx Xxxxxxxx Xxxxxx #0000
000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx #0000
00000 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxxxx Xxxx #00
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
000-000-0000

000 Xx. Xxxxx Xxxxxx #000
000 Xxxxx Xxxxx Xxxxxx
Xxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx #000
0000 X. 0-00
Xxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx #0000
0000 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxxx #000
0000 Xxxxxxxx Xxxxx Xxxx.
Xxxxxxxxxxx, XX 00000
000-000-0000

000 XxxxxXxxx Xxxx #0000
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxxxx Xxxx #00, 62, 63
00 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

516 Legacy Village # 25319
00000 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxxx #0000
000 XX 0xx Xxxxxx. Xxxxx 000
Xxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxx Xxxx #X-000
0000 Xxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
000-000-0000

000 Xxxx Xxxxx Xxxx #212/214
0000 X Xxxxxxxx
Xxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxx #K-14/K-16
0 X. Xxxxxx Xx.
Xxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxxxx #00
0000 X. Xxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxxxx #00
0000 Xxxxxxx Xxx.
Xxxxxx, XX 00000-0000
000-000-0000

000 Xxxxxxxx Xxxx #000
000 X. Xxxxxxxxxx Xx.
Xxxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxx Xxxx #000x
000 Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
000-000-0000

000 Xxxxx Xxxxx Xxxx #0000
0000 Xxxxxxx Xxxx.
Xxxxxxxxxxxx, XX 00000
000-000-0000

000 Xxxx Xxxxxxx Xxxxxxxx #0000
0000 Xxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxx Xxxx #0
000 Xxx Xxx Xx.
Xxx Xxx, XX 00000
000-000-0000

000 Xxxxxxxxxxx Xxxx #000
0000 X. Xxxx Xx.
Xxxxxxxxx, XX 00000
000-000-0000

000 Xxxxx Xxxx #XX000
0000 Xxxxx Xxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000-0000
000-000-0000

000 Xxxxxxx Xxxx #X000
0000 Xxxxxxxxxxxxx Xx., Xxx. #000
Xxxxxxxxx, XX 00000
000-000-0000

000 Xxxxxxxxx Xxxx #000
0000 Xxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
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13331 Preston Road
Dallas, TX 75240
972-716-9933

578 Village Pointe
17170 Davenport St. Space #E108
Omaha, NE 68118
402-289-0600

579 Diamond Run Mall #200+203
Rte 7 South
Rutland, VT 05701
802-773-1345

580 Clay Terrace #E05
14300 Clay Terrace Blvd.
Carmel, IN 46032
317-566-8960

582 Findlay Village Mall #479
1800 Findlay-Tiffin Ave.
Findlay, OH 45840
419-425-6975

584 Richmond Square #541
3801 National Rd. East
Richmond, IN 47374
765-935-0326

585 Capitola Mall #E09
1855 41st Ave.
Capitola, CA 95010
831-477-1758

586 University Mall #H8
155 Dorset St
Burlington, VT 05403
802-864-1180

587 Lebanon Valley Mall #B9 & B8
2231 Lebanon Valley Mall
Lebanon, PA 17042
717-273-6246

588 Hot Springs Mall #B6
4501 Central Ave.
Hot Springs, AR 71913
501-520-0545

589 Lufkin Mall #1124
4600 S. Medford Dr.
Lufkin, TX 75901
936-634-0044

590 Hanford Mall #C2
1675 W. Lacey Blvd.
Hanford, CA 93230
559-584-5338

591 Garden City Center #8100
59 Hill Side Rd
Cranston, RI 02920
401-942-0177

592 Somerset Mall #12b
4150 US Hwy 27 S
Somerset, KY 42501
606-451-0783

593 Montgomery Mall Suite 132
132 Montgomery Mall
North Wales, PA 19454
215-362-0324

594 Eastland Mall #1050
1615 E. Empire St.
Bloomington, IL 61701
309-663-1038

595 The Shoppes at Brinton Lake C-300
955 Baltimore Pike
Glen Mills, PA 19342
610-361-4595

596 Richland Mall #7+ST3
6001 W. Waco Dr.
Waco, TX 76710
254-772-4800

598 Northfield Square #424B
1600 N State Rte 50
Bourbonnais, IL 60914
402-465-0378

600 Metropolis #B255
340 Metropolis Mile. Suite 125
Plainfield, IN 46168
317-837-1140

602 Swansea Mall #1420/1419
262 Swansea Mall Dr.
Swansea, MA 02777
508-730-2028

603 Chesterfield Towne Center #318
11500 Midlothian Tpke
Richmond, VA 23235
804-794-2463

604 Cross Country Mall #3
700 Broadway E.
Mattoon, IL 61938
217-258-8828

605 The Avenue at Carriage Cross #559
Houston Levee Rd/Bill Morris Prky
Collierville, TN 38017
901-861-2498

606 Westfield Shopping Town-Capital #H7
625 Black Lake Blvd. SW
Olympia, WA 98502-8601
360-754-6571

607 Macomb Mall
32233 Gratiot Ave.
Roseville, MI 48066
586-293-1242

609 Parks at Arlington #1202
3811 S Cooper St.
Arlington, TX 76015
817-557-2410

610 Shawnee Mall #1556
4901 N Kickapoo St.
Shawnee, OK 74804
405-273-5030

611 Mt. Shasta Mall #C16
900 Dana Dr.
Redding, CA 96001
530-223-0176

612 Streets of Tanasbourne #610
2130 NW Allie Avenue Bldg. 600
Hillsboro, OR 97124
503-531-8823

613 Dartmouth Mall #1240
200 N Dartmouth Mall
Dartmouth, MA 02747
508-990-3800

614 Mall of Abilene #1404
4310 Buffalo Gap Rd.
Abilene, TX 79606
325-793-2747

616 Sunrise Mall #D10
6145 Sunrise Mall
Citrus Heights, CA 95610
916-726-3677

617 Steeplegate Mall #1116
270 Loudon Rd
Concord, NH 03301
603-223-4029

618 Mesilla Valley Mall #1416
700 S Telshor Blvd.
Las Cruces, NM 88011
505-521-4093

620 Chico Mall #D-405
1950 E. 20th St.
Chico, CA 95928
530-891-9421

623 Woodland Hills Mall #0118a
7021 S. Memorial Dr.
Tulsa, OK 74133
918-252-0090

625 Rivertown Crossing #1018
3700 Rivertown Pkwy.
Grandville, MI 49418
616-261-4273

626 Ingram Park Mall #N11
6301 NW Loop 410
San Antonia, TX 78238
210-523-1183

628 Firewheel Towne Center #D11
155 Cedar Sage Drive
Garland, TX 75040
972-530-0802

629 NewPark Mall #2021
2086 NewPark Mall
Newark, CA 94560
510-745-8340

632 Silver City Galleria #A216
2 Galleria Mall Dr.
Taunton, MA 02780
508-821-9410

633 Greenbrier Mall #1236
1401 Greenbrier Pkwy S
Chesapeake, VA 23320
757-424-1131

635 Mall at Fairfield Commons #W170
2727 Fairfield Commons
Beavercreek, OH 45431
937-320-1982

637 Cape Cod Mall #S139A
769 Iyannough Rd
Hyannis, MA 02601
508-778-8250

638 Westfield Shopping Towns-Solano #R1
1350 Travis Blvd.
Suite 1496-B
Fairfield, CA 94533
707-429-3016

639 Greenwood Mall #510
2625 Scottsville Rd.
Bowling Green, KY 42104
270-846-1224

641 Berkshire Mall #350
1665 State Hill Rd
Wyomissing, PA 19610
610-376-4955

642 Concord Mall #740
4737 Concord Pike
Wilmington, DE 19803
302-478-1404

644 Moorestown Mall #1360
400 Rte 38
Moorestown, NJ 08057
856-866-1131

645 Sunland Park Mall #E06B
750 Sunland Park Drive
El Paso, TX 79912
915-832-0721

647 Santa Fe Place #1398
4250 Cerrillos Rd.
Santa Fe, NM 87505
505-471-5127

648 Short Pump Town Center #2138
11800 W Broad St
Richmond, VA 23233
804-360-5058

649 Mall at Tuttle Crossing #267 & 268
5043 Tuttle Crossing Blvd.
Dublin, OH 43016
614-799-2816

650 Eastridge Mall #1098
1 Eastridge Mall
San Jose, CA 95122
408-270-3894

651 Panama City Mall #2156
2150 Martin Luther King Drive
Panama City, FL 32405
850-769-3162

652 Galleria at Pittsburgh Mills #210
210 Pittsburgh Mills Circle
Tarentum, PA 15084
724-274-4594

654 Dover Mall #1110
1365 N Dupont Hwy
Dover, DE 19901
302-677-0601

656 Shops at Centerra #F630
NEC 1-25 & Hwy 34
Loveland, CO 80538
970-203-0884

659 Cordova Mall #F611A
5100 N 9th Ave
Pensacola, FL 32504
850-477-9903

663 Laurel Mall #31
106 Laurel Mall
Hazleton, PA 18201
570-453-0905

665 Lakeland Square #0264
3800 US Hwy 98 N
Lakeland, FL 33809
863-853-7005

668 Orange Park Mall #G16
1910 Wells Rd.
Orange Park, FL 32073
904-264-5612

801 Southpark Mall
4500 16th Street
Space #0485 & 0490
Moline, IL 61265
309-797-9413

802 Fashion Square Mall
4895 Fashion Square Mall
Space #402 Hybird
Saginaw, MI 48602
989-249-9095

803 Oakwood Mall
4800 Golf Road
Space #716
Eau Claire, WI 54701
715-831-6277

804 Fox River Mall
4301 West Wisconsin
Appleton, WI 54913
920-733-0680

805 Mall of the Bluffs
1751 Madison Ave.
Space #530
Council Bluffs, IA 51501
712-323-1902

806 Bay City Mall
4101 Wilder Road
Space E517
Bay City, MI 48706
989-684-8226

807 Forest Mall
835 West Johnson St.
Space #E02
Fond du Lac, WI 54935
920-929-8481

808 University Park Mall
6501 N.Grape Road
Space #254
Mishawaka, IN 46545
574-243-7663

809 Burnsville Center
915 County Road 42 W.
Burnsville, MN 55306
952-892-5877

810 Northtown Mall
215 Northtown Drive
Space #D20
Blaine, MN 55434
763-783-0066

811 Westshore Mall
12331 James Street
Space #B10
Holland, MI 49424
616-355-7726

812 White Oaks Mall
2501 West Wabash Ave.
Space #A01
Springfield, IL 62704
217-698-5020

813 Lindale Mall
4444 1st Avenue N. E.
Space #212
Cedar Rapids, IA 52402
319-378-3490

814 Rushmore Mall
2200 North Maple Avenue
Space #212
Rapid City, SD 57701-7881

605-355-0335

815 Empire Mall

4001 W 41st Street # 540
Space #25
Sioux Falls, SD 57106-6523
605-362-7825

817 Southern Hills Mall
4400 Sergeant Road
Space #314
Sioux City, IA 51106
712-276-3890

818 Meridian Mall
Space #525
1982 East Grand River Ave.
Okemos, MI 48864
517-381-5060

819 Northpark Mall
320 West Kimberly Road
Space #OO90
Davenport, IA 52806
563-391-7005

820 Cherryvale Mall
7200 Harrison Ave.
Space #H-45
Rockford, 1L 61112
815-332-8820

821 Lansing Mall
5332 West Saginaw Highway
Space #168
Lansing, MI 48917
517-321-6131

822 The Lakes Mall
5600 Harvey Street
Space #2072
Muskegon, MI 49444
231-798-4263

823 Valley View Mall
3800 State Road #16
Space #178
LaCrosse, WI 54601
608-781-3351

824 Dakota Square
218 Dakota Square
Space #218
Minot, ND 58701
701-839-9429

825 Arbor Lakes
Bldg. #13
7878 Main Street North
Maple Grove, MN 55369
763-773-3000

826 Montclair Center
13023 West Center Road
Space #B/C/D
Omaha, NE 68144
402-691-2480

827 Holiday Village
1200 10th Ave. S.
Space #1
Great Falls, MT 59405
406-268-0299

828 Mesa Mall
2424 Highway 6-50
Space #110
Grand Junction, CO 81505
970-256-9826

829 The Crossroads
6650 S. Westnedge Ave.
Space #255
Portage, MI 49024
269-324-9405

830 Mid-Rivers Mall
2272 Mid Rivers Mall
St. Peters, MO 63376
636-970-3800

831 Rimrock Mall
Space # A04
300 S. 24th Street West
Billings, MT 59102
406-655-8215

832 Columbia Mall
Space #335
2800 Columbia Road
Grand Forks, ND 58201
701-772-0621

833 South County Center
18 South Center Way
Space #467A
St Louis, MO 63129
314-487-2855

834 Frontier Mall
Space #91
1400 Del Range Blvd.
Cheyenne, WY 82001
307-432-6787

835 Twin Peaks Mall
1250 South Hover Street
Bldg. 1 Suite 20
Longmont, CO 80501
720-494-9830

836 Kennedy Mall
555 John F Kennedy Rd
Space #445
Dubuque, IA 52002
563-556-3470

837 Eastwood Mall
Space #402
5555 Youngstown-Warren Rd
Niles, OH 44446
330-652-3324

838 Capital Mall
Space #66
3600 Country Club Drive
Jefferson City, MO 65109
573-893-5527

839 Chapel Hills Mall
Space #117
1710 Briargate Blvd.
Colorado Springs, CO 80920
719-532-0095

840 The Village of Blaine
4255 Pheasant Ridge Dr.
Space #310
Blaine, MN 55449
763-783-7260

841 Rogue Valley Mall
Space #2109
1600 N. Riverside Drive
Medford, OR 97501
541-779-0877

842 Southglenn Mall
Space #D2106
6911 S. University Blvd.

Littleton, CO 80122
303-730-9260

843 Glenbrook Square
4201 Coldwater
Space #E10-b
Ft. Wayne, IN 46805
260-471-9535

844 Honey Creek Mall
3401 South US Hwy 41
Space #H3
Terre Haute, IN 47802
812-478-0391

845 Boise Towne Square Mall
Space #2323
350 N. Milwaukee
Boise, ID 83704
208-375-9529

846 Spokane Valley Mall
Space #1108
14700 East Indiania
Spokane Valley, WA 99216
509-922-6537

847 Northtown Mall
Space #2010
4750 N Division
Spokane, WA 99207
509-487-4324

848 Eastridge Mall
Space #1258
601 SE Wyoming Blvd.
Casper, WY 82609
307-472-1172

849 Riverdale Village
12771 Riverdale Blvd.
Suite #102
Coon Rapids, MN 55448
763-421-9163

850 Westdale Mall
2600 Edgewood Road S.W.
Space #2275 & 2280
Cedar Rapids, IA 52404
319-390-0968

851 Eden Prairie Center
8251 Flying Cloud Drive
Space #1144
Eden Prairie, MN 55344
952-944-6678

852 Independence Center
18805 East 39th
Space #G09
Independence, MO 64057
816-795-2765

853 Tippecanoe Mall
2415 Sagamore Parkway S.
Space #G11 & G12
Lafayette, IN 47905
765-446-9661

854 College Mall
Space #M-12
2916 East 3rd Street
Bloomington, IN 47407
812-339-3416

855 Brookfield Square
95 North Moorland Road
Space #D1B
Brookfield, WI 53005
262-641-8199

856 Colonie Center
131 Colonie Center
Space #280/286
Albany, NY 12205
518-482-2937

857 Lakewood Mall
3315 6th Ave. SE
Space #43
Aberdeen, SD 57402
605-229-1551

858 Merle Hay Mall
Space #902
902 Merle Hay Mall
Des Moines, IA 50310
515-727-4955

859 Centerpointe Mall
3655 28th Street SE
Space #8B1
Grand Rapids, MI 49512
616-575-0991

860 Conestoga Mall
3404 W 13th ST
Space #A3A
Grand Island, NE 68803
308-384-7276

861 Colonial Park Mall
Space #17/18
Route 22 & Colonial Road
Harrisburg, PA 17109
717-920-9892

862 Apache Mall
Space #1030
333 Apache Mall
Rochester, MN 55902
507-529-7680

863 Dayton Mall
Space #700
2700 Miamisburg-Centerville Rd.
Dayton, OH 45459
937-428-6071

864 Maplewood Mall
Space #2010
3001 White Bear Ave.
Maplewood, MN 55109
651-748-8050

865 River Hills Mall
Space #518
1850 Adams Street
Mankato, MN 56001-4840
507-344-1186

866 Polaris Fashion Place
1500 Polaris Parkway
Space #2248/2252
Columbus, OH 43240
614-985-0010

867 Indian Mound Mall
Space #714
771 South 30th Street
Heath, OH 43056
740-788-9120

868 River Valley Mall
1635 River Valley Circle/Sp.#331
P.O. Box 5035
Lancaster, OH 43130
740-654-0931

869 Morgantown Mall
Space #915

9915 Mall Road
Morgantown, WV 26501
304-983-6181

870 New Towne Mall
Space #529
400 Mill Ave. S. E.
New Philadelphia, OH 44663
330-339-0081

871 Ashland Town Center
Space #250
500 Winchester Ave.
Ashland, KY 41101
606-324-1405

872 The Mall at Greece Ridge
Space #22
380 Greece Ridge Cntr. Dr.
Rochester, NY 14626
585-225-1060

873 Great Northern Mall
#B104 4155 Route 31
Space #B104
Clay, NY 13041
315-622-0907

874 Valley Mall
17301 Valley Mall Road
Space #472
Hagerstown, MD 21740
301-582-1890

875 Marketplace Mall
Space #A1-2
751 Miracle Mile Drive
Rochester, NY 14623
585-427-8380

876 Westroads Mall
Space #3232
10000 California Street
Omaha, NE 68114
402-391-1473

877 Sandusky Mall
Space #180
4314 Milan Road
Sandusky, OH 44870
419-621-9340

878 Millcreek Mall
Space #725
725 Millcreek Mall
Erie, PA 16565
814-864-9997

879 Charlestowne Mall
Space #C11a
3800 East Main Street
St Charles, IL 60174
630-443-9469

880 Capital City Mall
Space #428
Capital Mall Drive
Camp Hill, PA 17011
717-731-6729

881 Antioch Center
Space #C3/C4
5235 North Antioch Mall
Kansas City, MO 64119
816-452-7484

882 Hickory Pointe Mall
Space #1400 & 1405
1400 Hickory Point Mall
Forsyth, IL 62535
217-872-1781

883 Wyoming Valley Mall
Space #338
44 Wyoming Valley Mall
Wilkes-Barre, PA 18702-6872
570-825-8556

884 Lycoming Mall
Space #438
300 Lycoming Mall Circle #257
Pennsdale, PA 17756
570-546-3178

885 Washington Crown Center
Space #620
1500 W. Chestnut Street
Washington, PA 15301
724-222-6240

886 Shenango Valley Mall
Space #625
3275 East State Street
Hermitage, PA 16148
724-342-7786

887 Logan Valley Mall
Space #P142
887 Logan Valley Road
Altoona, PA 16602
814-941-1168

888 Southpark Mall
Space #BU816
816 Southpark Center
Strongsville, OH 44136
440-238-0279

889 Upper Valley Mall
Space #420
1475 Upper Valley Pike
Springfield, OH 45503
937-325-5687

890 Northwoods Mall
#AL05
2200 War Memorial Drive
Peoria, IL 61613
309-679-0482

891 Berkshire Mall
Space #D102
SWC Old State Road
Lanesboro, MA 01237
413-496-9299

892 Columbia Mall
Space #618
2300 Bernadette Drive
Columbia, MO 65203
573-447-2749

893 Chesterfield Mall
76 Chesterfield Mall
Chesterfield, MO 63017-4897
636-536-7767

894 Great Northern Mall
Space #116
116 Great Northern
N. Olmstead, OH 44070
440-777-2042

895 Pyramid Mall of Ithaca
Space #B07
40 Catherwood Road
Ithaca, NY 14850
607-257-8057

896 Shoppingtown Mall
Space #94
3649Erie Blvd. E.

DeWitt, NY 13214
315-449-2792

897 Salmon Run Mall
Space #B104
1300 Arsenal Street
Watertown, NY 13601
315-779-1700

898 Walden Galleria
Space #D105
34 Walden Galleria
Cheektowaga, NY 14225
716-651-9476

899 Tri-County Mall
Space #E9
11700 Princeton Pike
Cincinnati, OH 45246
513-671-0271

900 Charleston Town Center Mall
Space #1017
3000 Charleston Town Center Mall
Charlestown, WV 25389
304-344-3014

901 Valley River Center
Space #E9
210 Valley River Drive
Eugene, OR 97401
541-344-2522

902 Birchwood Mall
Space #228
4350 24th Ave.
Port Huron, MI 48059
810-385-7433

903 Towne West Square
Space #E03
4600 W. Kellogg Drive
Wichita, KS 67209
316-945-7500

904 East Town Mall
Space #F628
150 East Town Mall
Madison, WI 53704-3744
608-240-9710

905 Muncie Mall
Space #M03
3501 Granville Avenue
Muncie, IN 47303
765-286-8544

906 West Acres Shopping Center
Space #330
1-29 & 13th Avenue
Fargo, ND 58103
701-281-9922

907 Columbia Mall
Space #408
556 Columbia Center Blvd.
Kennewick, WA 99336
509-734-9266

908 Grand Traverse Mall
Space #410 & 411
3200 S. Airport Road West
Traverse City, MI 49684
231-935-4051

909 Greenway Station
Space # K-4
1651 Demmingway, Suite 110
Middleton, WI 53562
608-831-1134

910 Southpointe Pavilions
Space # I-18
2940 Pine Lake Road
Lincoln, NE 68516
402-420-0022

912 Central Mall
Space #46
2259 S. 9th Street
Salina, KS 67402
785-823-3770

913 Spring Hill Mall
1072 Spring Hill Mall
West Dundee. IL 60118
847-551-1447

914 Peru Mall
Space #H2 & H3
3940 Route 251
Peru, IL 61354
815-220-0216

915 Meadowbrook Mall
Space #445
2399 Meadowbrook Road
Bridgeport, WV 26330
304-848-0436

916 Kentucky Oaks Mall
Space #730
5101 Hinkleville Road
Paducah, KY 42001
270-442-5671

917 Huntington Mall
P.O. Box 4053
Space #643
500 Mall Road
Barboursville, WV 25504
304-733-0894

918 Legacy Village
Space #25267
25267 Cedar Road
Lyndhurst, OH 44124
216-382-7362

919 Wausau Center
Space #Al28
A-128 Wausau Center
Wausau, WI 54403
715-848-8630

920 West Park Mall
182 West Park Mall
Cape Girardeau, MO 63703
573-335-2333

921 Crossroads Mall
Space #C-13
4201 West Division Street
St. Cloud, MN 56301
320-229-7476

923 Northpark Mall
Space #180
101 Range Line Road
Joplin, MO 64801
417-623-2510

924 Crestwood Plaza
40 Crestwood Plaza
St. Louis, MO 63126
314-918-7251

925 Westfield Shoppingtown Richland
Space #18
714 Richland Mall
Mansfield, OH 44906

419-589-2922

926 Westwood Mall
Space #808
1850 W. Michigan Ave.
Jackson, MI 49202
517-768-9030

927 Sunset Mall
Space #200
1700 Market Lane
Norfolk, NE 68701
402-844-3520

928 Deerfield Town Center
Space #3000
5525 Deerfield Blvd.
Mason, OH 45040
513-770-0240

929 Ohio Valley Mall
Space #540
67800 Mall Ring Road
St. Clairsville, OH 43950
740-526-0850

930 Midland Mall
Space #240
6800 Eastman Ave.
Midland, MI 48642
989-832-8583

931 Fort Henry Mall
2101 Fort Henry Drive
Kingsport, TN 37664
423-246-4951

932 McKinley Mall
Space #309
3701 McKinley Parkway
Buffalo, NY 14219
716-824-9231

933 Arnot Mall
3300 Chambers Rd Ste. 5146
Horseheads, NY 14845
607-739-8574

934 Apple Blossom Mall
Space #S171
1850 Apple Blossom Drive
Winchester, VA 22601
540-722-8175

935 Jordan Creek Town Center
Space #1430
1-80 & 74th Street
West Des Moines, IA 50265
515-225-6448

936 Clearview Mall
101 Clearview Circle
Butler, PA 16001
724-287-7700
Markland Mall

937 Space #B05
1212 South 17th Street
Kokomo, IN 46902
765-236-0084
Kirkwood Mall

938 Space #285
706 Kirkwood Mall
Bismarck, ND 58504
701-255-2783

939 Valley Mall
Space #318
1925 E. Market Street
Harrisonburg, VA 22801
540-432-6200

940 Battlefield Mall
Space #F06A
101 Battlefield Mall
Springfield, MO 65804
417-890-4036

941 Crossroads Mall
Space #F-11
Box 10 Crossroads Mall
Mt. Hope, WV 25880
304-253-9400

942 Nittany Mall
Space #814
2900 East College Ave.
State College, PA 16801
814-235-1032

943 Southgate Mall
Space #C16
2901 Brooks Street
Missoula, MT 59801
406-549-5280

944 Westfield Shoppingtown
6100 O Street
Lincoln, NE 68505

945 Eastview Mall
Space ##162
7979 Pittsford-Victor Road
Victor, NY 14564
585-223-0140

946 Findlay Village Mall
Space #469
1800 Tiffin Ave.
Findlay, OH 45840
419-429-0378

947 Chautauqua Mall
Space #644
318 E. Fairmont Ave.
Lakewood, NY 14750
716-763-0848

948 Genesee Valley Mall
Space #620 & 630
3341 S. Linden Road
Flint, MI 48507
810-720-5975

949 Bangor Mall
Space #1082
663 Stillwater Ave.
Bangor, ME 04401
207-942-2412

950 Champlain Centre
Space #A111
60 Smithfield Blvd.
Plattsburg, NY 12901
518-563-4477

951 Chambersburg Mall
Space #739
864 Chambersburg Mall
Chambersburg, PA 17201
717-261-9411

952 Valley View Mall
Space #LE230
4802 Valley View Blvd. NW
Roanoke, VA 24012

540-265-1168

953 Eastland Mall
Space #1050b
1615 East Empire St.
Bloomington, IL 61701
309-662-4167

954 The Galleria
500 Galleria Drive Space #186
Johnstown, PA 15904
814-266-0461
South Towne Center

955 Space #1220
10450 S. State Street
Sandy, UT 84070
801-553-1179

956 Concord Mall
Space #1214
3701 South Main
Elkhart, In 46517
574-875-9570

957 Miami Valley Centre
Space #C4
987 East Ash
Piqua, OH 45356
937-773-8510

958 Rotterdam Square Mall
Space# A-6
93 W. Campbell Road
Schenectady, NY 12306
518-370-0011

959 Westmoreland Mall
Space #117
970 E Pittsburgh Street
Greensburg, PA 15601
724-853-1428

960 Susquehanna Valley Mall
Space #C8 & C9
3 Susquehanna Valley Mall
Selinsgrove, PA 17870
570-374-3551

961 Wilton Mall at Saratoga
Space #B11a
3065 Route 50
Saratoga Springs, NY 12866
518-587-8121

962 Bay Park Square
Space #339
303 Bay Park Square
Green Bay, WI 54304
920-494-7736

963 Layton Hills Mall
Space #2056
1076 Layton Hills Mall
Layton, UT 84041
801-444-0310

964 Westgate Mall
7701 West 1-40
Space #716
Amarillo, TX 79121

966 St. Clair Square
175 St. Clair Square
Fairview Heights, IL 62208
618-624-7218
618-624-7218

967 York Gallera
Space #130
2899 Whiteford Road (US 30)
York, PA 17402
717-755-6201

968 Lima Mall
Space #564 & 548
2400 Elida Road
Lima, OH 45805

969 Magic Valley Mall
Space #195
1485 Poleline Road East
Twin Falls, ID 83301
208-735-8311

970 Greenwood Park
Space #F11
1251 US 31 North
Greenwood, IN
317-888-7233

971 Mercer Mall
7193 Route 25
Space #725
Bluefield, WV 24701
304-324-8448

972 Westfield Shoppingtown
8700 N.E. Vancouver Mall Drive
Space #214
Vancouver, WA 98662
360-944-6720

973 Manhattan Town Center
100 Manhattan Town Center
Manhattan, KS 66502
785-539-3611
785-539-3611

974 Galleria @ Pittsburgh Mills
208 Pittsburgh Mills Circle
Space #208
Tarentum, PA 15084
724-274-4292

976 Mall at Hays
2918 Vine Street
Space #200
Hays, KS 67601

977 Village Square Mall
57 Village Square Mall
Space #68
Effingham, IL 62401
217-347-7202

979 Shops at Boardwalk
8638 North Boardwalk Ave.
Space #14
Kansas City, MO 64154
816-741-8812

980 North Grand Mall
2801 Grand Avenue
Space #1090
Ames, IA 50010
515-232-9126

981 Summit Mall
Space #654
3265 West Market Street
Akron, OH 44333
330-873-1730

982 Town Center at Levis Commons
4175 Levis Commons Blvd.
Perrysburg, OH 43551
419-872-3750

983 South Hill Mall
3500 South Meridian
Puyallup, WA 98373
253-435-4472

986 Garden City Plaza
2214 East Kansas Ave.
Space #23 & #24
Garden City, KS 67846
620-260-9407

990 Northfield Square
Space #424a
1600 N.State Route 50
Bourbannais, IL 60914

Schedule 5.1 to Credit and Security Agreement

TRADE NAMES, CHIEF EXECUTIVE OFFICE, PRINCIPAL PLACE OF BUSINESS,

AND LOCATIONS OF COLLATERAL

TRADE NAMES

Christopher & Banks

C.J. Banks

Acorn

CHIEF EXECUTIVE OFFICE/PRINCIPAL PLACE OF BUSINESS

2400 Xenium Lane North

Plymouth, Minnesota 55441

OTHER INVENTORY AND EQUIPMENT LOCATIONS

None.

Schedule 5.2 to Credit and Security Agreement

CAPITALIZATION AND ORGANIZATIONAL CHART

Christopher & Banks Corporation, a Delaware corporation (“CBK”), is the parent organization and traded on the New York Stock Exchange. Christopher & Banks, Inc., a Minnesota corporation (“CBI”), a wholly owned subsidiary of CBK, is the operating company and the Borrower under the Credit and Security Agreement. Christopher & Banks Company, a Minnesota corporation (“CBC”), is a wholly owned subsidiary of CBI. Christopher & Banks Services Company, a Minnesota corporation, is a wholly owned subsidiary of CBC.

Schedule 5.7 to Credit and Security Agreement

LITIGATION MATTERS

None.

Schedule 5.11 to Credit and Security Agreement

INTELLECTUAL PROPERTY DISCLOSURES

The Borrower has the following trademarks:

Christopher & Banks

C&B by Christopher & Banks

C.J. Banks

Shapely Siloutettes

Braun’s

The Borrower files a copyright on many of its designs. This list constantly changes and a copy may be obtained by contacting the Borrower’s Chief Financial Officer.

Schedule 5.14 to Credit and Security Agreement

ENVIRONMENTAL MATTERS

None.

Schedule 6.3 to Credit and Security Agreement

PERMITTED LIENS

None.

Schedule 6.4 to Credit and Security Agreement

Permitted Indebtedness and Guaranties

INDEBTEDNESS

NONE.

GUARANTIES

NONE.

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AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT BY AND BETWEEN CHRISTOPHER & BANKS COMPANY AND CHRISTOPHER & BANKS SERVICES COMPANY, CHRISTOPHER & BANKS, INC., AND WELLS FARGO BANK, NATIONAL ASSOCIATION Acting through its WELLS FARGO BUSINESS...

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