Exhibit 10.9.4
SECURITY AGREEMENT
THIS SECURITY AGREEMENT ("Agreement"), dated as of the 15 day of November,
1995, is made and entered into by and between FACTORY CARD OUTLET OF AMERICA
LTD., an Illinois corporation ("Borrower"), and SIRROM CAPITAL CORPORATION, a
Tennessee corporation ("Lender").
WITNESSETH:
WHEREAS, Lender is making a loan (the "Loan") in the amount of $4,000,000
to Borrower, pursuant to that certain Loan Agreement of even date herewith by
and between Borrower and Lender (the "Loan Agreement"); and
WHEREAS, in connection with the making of the Loan, Lender desires to
obtain from Borrower and Borrower desires to grant to Lender a security interest
in certain collateral more particularly described below.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Security Interest. Borrower hereby grants to Lender a security
interest in the following described property and any and all proceeds (although
proceeds are covered, Lender does not authorize the sale of any of the
following, except to the extent permitted under Sections 10 and 11 hereof) and
products thereof and accessions thereto (collectively the "Collateral"):
(a) Equipment. All equipment and other tangible personal property of
Borrower of any kind and description, whether now owned or hereafter
acquired and wherever located, together with all parts, accessories and
attachments and all replacements thereof and additions thereto;
(b) Inventory Accounts, Contract Rights, Chattel Paper Documents,
Instruments and General Intangibles. All of Borrower's inventory and any
agreements for lease of same and rentals therefrom, and all of Borrower's
accounts, accounts receivable, contract rights, chattel paper, software,
documents, instruments and general intangibles and the proceeds therefrom,
whether now in existence or owned or hereafter arising or acquired,
entered into or created, and wherever located; and whether held for lease
or sale, or furnished or to be furnished under contracts of service;
(c) Trademarks, Etc. All trademarks, trade names, and service marks
now held or hereafter acquired by Borrower, both those that are registered
with the United States Patent and Trademark Office and any unregistered
marks used by Borrower in the United States, and trade dress, including
logos and designs, in connection with which any such marks are used,
together with all registrations regarding such marks and the rights to
renewals thereof, and the goodwill of the business of Borrower symbolized
by such marks, and all patents, licenses, technology and other intangible
property of Borrower, whether now owned or hereafter acquired;
(d) Copyrights. All copyrights now held or hereafter acquired by
Borrower and any applications for U.S. copyrights hereafter made by
Borrower; and
(e) Proprietary Information, Computer Data, Etc. All proprietary
information and trade secrets of Borrower with respect to Borrower's
business, whether now owned or hereafter acquired, and all of Borrower's
computer programs and the information contained therein and all
intellectual property rights with respect thereto, whether now owned or
hereafter acquired.
2. Secured Indebtedness. The obligations secured hereby shall include (a)
loans to be made concurrently or in connection with this Agreement or the Loan
Agreement as evidenced by one or more promissory notes payable to the order of
Lender that shall be due and payable as set forth in such promissory notes, and
any renewals, increases or extensions thereof, and (b) all future advances made
by Lender for taxes, levies, insurance and preservation of the Collateral and
all attorney's fees, court costs and expenses of whatever kind incident to the
collection of any of said indebtedness or other obligations and the enforcement
and protection of the security interest created hereby.
3. Representations, Warranties and Agreements of Borrower. So long as the
Loan is outstanding, Borrower represents, warrants and agrees as follows:
(a) Borrower will promptly notify Lender, in writing, of any change
in Borrower's place or places of business and of any change in the
location of the Collateral or any records pertaining thereto.
(b) Except as set forth on Schedule 3(b) hereto, Borrower is the
owner of the Collateral free and clear of any liens, security interests,
claims and encumbrances, contingent or otherwise. Borrower will defend the
Collateral against the claims and demands of all persons.
(c) Borrower will pay to Lender all amounts secured hereby as and
when the same shall be due and payable, whether at maturity, by
acceleration or otherwise, and will promptly perform all terms of this
Agreement and the other Loan Documents (as defined in the Loan Agreement)
between Borrower and Lender, and will promptly discharge all said
liabilities.
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(d) Borrower will at all times keep the Collateral insured against
all insurable hazards in amounts at least equal to the lesser of the full
cash value of the Collateral and the outstanding balance of the Loan. Such
insurance shall be obtained from such companies as may be reasonably
acceptable to Lender, with provisions reasonably satisfactory to Lender
for payment of losses thereunder to Lender as its interests may appear. If
required by Lender, Borrower shall deposit copies of the policies with
Lender. If an Event of Default (as defined in the Loan Agreement) has
occurred and is continuing, any money received by Lender under said
policies may be applied to the payment of any indebtedness secured hereby,
whether or not due and payable, and otherwise said money shall be
delivered by Lender to Borrower for the purpose of repairing or restoring
the Collateral. Subject to the rights of any lender that is senior to
Lender whether under law or by agreement, Borrower assigns to Lender all
right to receive proceeds of insurance not exceeding the amounts secured
hereby, directs any insurer to pay all proceeds directly to Lender, and
appoints Lender Borrower's attorney in fact to endorse any draft or check
made payable to Borrower in order to collect the benefits of such
insurance. If Borrower fails to keep the Collateral insured as required
hereunder, Lender shall have the right to obtain such insurance at
Borrower's expense and add the cost thereof to the other amounts secured
hereby.
(e) Borrower will pay all costs of filing of financing, continuation
and termination statements with respect to the security interests created
hereby, and Lender is authorized to do all things that it deems necessary
to perfect and continue perfection of the security interests created
hereby and to protect the Collateral.
(f) The address set forth after Borrower's signature on this
Agreement is Borrower's principal place of business and the location where
the records concerning all intangible Collateral are kept and/or
maintained. The addresses set forth on Schedule 3(f) hereto are all of the
locations where Borrower does business and the locations of all tangible
Collateral.
4. Default. Borrower shall be in default upon the occurrence of a default
or Event of Default (as defined in the Loan Agreement) that has not been cured
during the applicable grace period.
5. Remedies Upon Default. Upon the occurrence of an Event of Default, all
sums secured hereby shall immediately become due and payable at Lender's option
without notice to Borrower, and Lender may proceed to enforce payment of same
and to exercise any and all rights and remedies provided by the Uniform
Commercial Code (Tennessee) or other applicable law, as well as all other rights
and remedies possessed by Lender, all of which shall be cumulative. Following
the occurrence of an Event of Default, and upon demand by Lender, Borrower shall
assemble the Collateral and make it available to Lender at a place reasonably
convenient to Lender and Borrower. Any notice of sale, lease or other intended
disposition of the Collateral by Lender sent to Borrower at the address
hereinafter
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set forth, or at such other address of Borrower as Borrower may designate in
writing, at least five (5) days prior to such action, shall constitute
reasonable notice to Borrower.
Lender may waive any default before or after the same has been declared
without impairing its right to declare a subsequent default hereunder, this
right being a continuing one.
6. Severability. If any provision of this Agreement is held invalid, such
invalidity shall not affect the validity or enforceability of the remaining
provisions of this Agreement.
7. Binding Effect. This Agreement shall inure to the benefit of Lender's
successors and assigns and shall bind Borrower's representatives, successors and
assigns.
8. Termination Statement. Borrower agrees that, notwithstanding the
payment in full of all indebtedness secured hereby and whether or not there is
any outstanding obligation of Lender to make future advances, Lender shall not
be required to send Borrower a termination statement with respect to any
financing statement filed to perfect Lender's security interest(s) in any of the
Collateral, unless and until Borrower shall have made written demand therefor.
Upon receipt of such a written demand, Lender may at its option, in lieu of
sending a termination statement to Borrower, cause said termination statement to
be filed with the appropriate filing officer(s).
9. Protection of Collateral. Borrower will not permit any liens or
security interests other than those created by this Agreement, and those in
favor of any lender described on Schedule 3(b) hereto, to attach to any of the
Collateral, nor permit any of the Collateral to be levied upon under any legal
process which is not released within sixty (60) days, nor permit anything to be
done that may impair the security intended to be afforded by this Agreement
(except in favor of a lender listed on Schedule 3(b) hereto), nor permit any
tangible Collateral to become attached to or commingled with other goods without
the prior written consent of Lender.
10. Special Agreements With Respect to Certain Tangible Collateral.
Borrower additionally agrees and warrants as follows:
(a) Borrower will not permit any of the Collateral to be relocated
to any facility not shown on Schedule 3(f) hereto, except for temporary
periods in the normal and customary use thereof, without the prior written
consent of Lender which consent shall not be unreasonably withheld.
Borrower will permit Lender to inspect the Collateral as permitted under
the Loan Agreement.
(b) If any of the Collateral is equipment or goods that is or are
used in more than one state, Borrower will contemporaneously herewith
furnish Lender a list of the states wherein such equipment or goods are or
will be used, and hereafter will notify Lender in writing (i) of any other
states in which such equipment or goods are
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so used, and (ii) of any change in the location of Borrower's principal
place of business.
(c) Borrower will not sell, exchange, lease or otherwise dispose of
any of the Collateral or any interest therein, except for (i) inventory in
the ordinary course of business, and (ii) the sale of equipment that is
obsolete or no longer used or useful in the business of Borrower without
the prior written consent of Lender.
(d) Borrower will keep the Collateral in good condition and repair
and will pay and discharge all taxes, levies and other impositions levied
thereon as well as the cost of repairs to or maintenance of same, and will
not permit anything to be done that may impair the value of any of the
Collateral. If Borrower fails to pay such sums on or before their
respective due dates, Lender may do so for Borrower's account and add the
amount thereof to the other amounts secured hereby.
(e) Until default in any of the terms hereof, or the terms of any
indebtedness secured hereby, Borrower shall be entitled to possession of
the Collateral and to use the same in any lawful manner consistent with
past practices, provided that such use does not violate the terms of any
policy of insurance thereon.
(f) Borrower will not allow the Collateral to be attached to real
estate in such manner as to become a fixture or a part of any real estate
without the prior written consent of Lender.
11. Special Agreements With Respect to Intangible and Certain Tangible
Collateral. Borrower additionally warrants and agrees as follows:
(a) Lender's security interest hereunder shall attach to all
proceeds of all sales or other dispositions of the Collateral. If at any
time any such proceeds shall be represented by any instruments, chattel
paper or documents of title, then such instruments, chattel paper or
documents of title shall be promptly delivered to Lender (but only to the
extent Borrower is not required to deliver the same to a lender senior to
Lender) and shall be subject to the security interest granted hereby. If
at any time any of Borrower's inventory is represented by any document of
title, such document of title will be delivered promptly to Lender (but
only to the extent Borrower is not required to deliver the same to a
lender senior to Lender) and shall be subject to the security interest
granted hereby.
(b) By the execution of this Agreement, Lender shall not be
obligated to do or perform any of the acts or things provided in any
contracts covered hereby that are to be done or performed by Borrower, but
if there is a default by Borrower in the payment of any amount due in
respect of any indebtedness secured hereby (subject to any applicable
grace period), then Lender may, at its election, perform some or all of
the obligations provided in said contracts to be performed by Borrower,
and if Lender incurs any liability or expenses by reason thereof, the same
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shall be payable by Borrower upon demand and shall also be secured by this
Agreement.
(c) After the occurrence and during the continuance of an Event of
Default, Lender shall have the right to notify the account debtors
obligated on any or all of Borrower's accounts receivable to make payment
thereof directly to Lender, and to take control of all proceeds of any
such accounts receivable. Until such time as Lender elects to exercise
such right by mailing to Borrower written notice thereof, Borrower is
authorized, as agent of the Lender, to collect and enforce said accounts
receivable.
12. Power of Attorney. Borrower hereby constitutes the Lender or its
designee, as Borrower's attorney-in-fact with power, upon the occurrence and
during the continuance of an Event of Default, to endorse Borrower's name upon
any notes, acceptances, checks, drafts, money orders, or other evidences of
payment or Collateral that may come into either its or the Lender's possession;
to sign the name of Borrower on any invoice or ▇▇▇▇ of lading relating to any of
the accounts receivable, drafts against customers, assignments and verifications
of accounts receivable and notices to customers; to send verifications of
accounts receivable; to notify the Post Office authorities to change the address
for delivery of mail addressed to Borrower to such address as the Lender may
designate; to execute any of the documents referred to in Section 3(e) hereof in
order to perfect and/or maintain the security interests and liens granted herein
by Borrower to the Lender; and to do all other acts and things necessary to
carry out this Security Agreement. All acts of said attorney or designee are
hereby ratified and approved, and said attorney or designee shall not be liable
for any acts of commission or omission (other than acts of gross negligence or
willful misconduct), nor for any error of judgment or mistake of fact or law;
this power being coupled with an interest is irrevocable until all of the
obligations secured hereby are paid in full and any and all promissory notes
executed in connection therewith are terminated and satisfied.
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IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement, or
have caused this Agreement to be executed as of the date first above written.
BORROWER:
FACTORY CARD OUTLET OF AMERICA
LTD.
By: ▇.▇. ▇▇▇▇▇▇▇
---------------------------------
Title: President
------------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,▇▇ ▇▇▇▇▇-▇▇▇▇
LENDER:
SIRROM CAPITAL CORPORATION
By: ▇▇▇ ▇▇▇▇▇▇
---------------------------------
Title: VP
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SCHEDULE 3(b) TO SECURITY AGREEMENT
Liens
1. Non-Titled Personal Property Security Agreement between Borrower
and Bank One, Chicago, N.A. ("Bank One") granting a blanket lien on all of the
assets of Borrower to secure a $20,000,000.00 line of credit.
2. Commercial Security Agreement between Borrower and Bank One
granting a purchase money security interest in certain computer equipment and
software purchased with the proceeds of $1,500,000.00 term loan.
3. Security interest granted in certain motor vehicles to secure the
installment notes.
4. Borrower's landlord for Borrower's facility at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, has filed a UCC-l financing statement in
connection with inventory, equipment and fixtures located at or used in
connection with such facility.
SCHEDULE 3(f) TO SECURITY AGREEMENT
Addresses
See attached of store, warehouse and office locations.
Store ....................... Store ....................... Store ....................... Store .......................
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 109 DARIEN 119 COUNTRYSIDE 127 BACK OF THE YARDS
PLAZA VERDE CENTER CHESTNUT COURT CENTER COUNTRY S/C A2 & 3 THE YARDS PLAZA
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ CENTER 102 COUNTRYSIDE 4604 SOUTH DAMEN
BUFFALO GROVE DARIEN COUNTRYSIDE ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IL 60559 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ EVANSTON PLAZA ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ & ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
VILLA PARK EVANSTON ELGIN ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IL 60201 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ JOLIET POINTE CRYSTAL LAKE COURT S/C MIDWAY SQUARE CENTER
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 2856 PLAINFIELD ROAD 5587 NORTWEST HIGHWAY ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
ROLLING ▇▇▇▇▇▇▇ JOLIET CRYSTAL LAKE CHICAGO
IL 60008 IL 60435 IL 60014 IL 60632
104 NILES 114 LIBERTYVILLE 122 MATTESON ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ S/C RED TOP PLAZA OUTLET C MATTESON PLAZA BRIDGEVIEW COURT CENTER
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 4159 LINCOLN HIGHWAY 7769 & ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IL 60048 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ PLAZA
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ #▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IL 61704 IL 60546 IN 46410
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 132 WHEATON
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SQUARE
▇▇▇▇▇▇ GROVE #▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IL 60187
▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ 125 SKOKIE 133 MT. PROSPECT
PIANO ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 9448 SKOKIE BOULEVARD 1038 MT. PROSPECT PLAZA
ST ▇▇▇▇▇▇▇ CHICAGO SKOKIE ▇▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IL 60635 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ FACTORY OUTLET FOREST ▇▇▇▇▇ ▇▇ & ▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ WHITNEY SQUARE S/C
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 267 COMMON DRIVE 676 ▇.▇. ▇▇▇▇▇▇▇ WAY
MT ▇▇▇▇▇▇, IL 62864 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IL 61111 IL 60415 WI 53711
Store ....................... Store ....................... Store ....................... Store .......................
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 151 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ S/C LAKEVIEW ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇
5816 GRAPE ROAD ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 2692 MADISON ROAD
MISHAWAKA ORLAND ▇▇▇▇ ▇▇▇▇▇▇ CINCINNATI
IN 46545 IL 60462 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ 144 ONE SCHAUMBURG PLACE ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ SPACE T-158 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ROAD 601 NORTH MARTINGALE ROAD INDIANAPOLIS CINCINNATI
▇▇▇▇▇ DEER SCHAUMBURG
WI 53209 IL 60173 IN 46222 OH 45208
137 NAPERVILLE 145 ▇▇▇▇▇▇▇▇▇ 153 ROCHESTER ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇▇▇▇ PLAZA T.J. MAXX PLAZA BALLWIN PLAZA CENTER
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ DR ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇.▇. 15425 MANCHESTER ROAD
NAPERVILLE MILWAUKEE ROCHESTER ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ WI 53225 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 154 RACINE ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ S/C RACINE CENTER MARKET PLACE
OAK PARK ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ AVENUE ▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IN 47715 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
139 MOLINE 147 SPEEDWAY ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ SPEEDWAY SUPER CENTER HIKES POINT PLAZA ▇▇▇▇▇ PLAZA
MOLINE ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ IL 46224 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ 156 SOUTHPORT 164 WASHINGTON SHOPPES
BROOKFIELD FASHION CENTER GREENWOOD SHOPPES SOUTHPORT SHOPPING CENTER ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ 31 6325 S.E. 14TH STREET INDIANAPOLIS
BROOKFIELD ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IN 46142 IA 50320 IN 46229
141 WEST ALLIS ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 165 APPLETON
WEST ALLIS TOWN CENTER WILLOW LAKE S/C ▇▇▇▇▇ SQUARE ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ 4651 MICHAELS DRIVE
WEST ALLIS INDIANAPOLIS OMAHA ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IN 46268 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ SHOPPING CENTER ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇/▇ ▇▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ 2033 ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 5511 COLDWATER ROAD SUITE C CINCINNATI JANESVILLE
CALUMET CITY FORT ▇▇▇▇▇
IL 60409 IN 46825 OH ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Store .......................
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▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇
168 COLERAIN
COLERAIN TOWNE CENTER
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ PLAZA
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇ SQUARE
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Store ....................... Store ....................... Store ....................... Store .......................
175 MENTOR 183 CRESTWOOD 501 WHEATON/BALTIMORE ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ S/C ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
9597 MENTOR AVENUE ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ 12021 GEORGIA AVENUE DISTRICT HEIGHTS
MENTOR CRESTWOOD ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ MO 63126 MD ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ S/C 502 LOCH RAVEN ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ PLAZA S/C HILLENDALE S/C WESTGATE SHOPPING CENTER
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 2031 ▇▇▇▇▇ ROAD ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ WI 53704 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ 503 COCKEYSVILLE ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ S/C ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ CHURCH LANE CENTER LAUREL PLAZA
27246 LORAIM ROAD BLOOMINGTON ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IN 47408 MD 21030 MD 20707
178 CLARKSVILLE ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ 512 ALEXANDRIA
CLARKSVILLE TOWNE CENTER LINEN 'N THINGS PLAZA ▇▇▇▇▇▇▇ POINT S/C MT ▇▇▇▇▇▇ PLAZA
▇▇▇ ▇▇▇▇ ▇.▇. 131 8540 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 7684 RICHMOND HIGHWAY
CLARKSVILLE INDIANAPOLIS DUNDALK ALEXANDRIA
IN 47129 IN 46250 ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
179 FL0RENCE ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ S/C ILE DE GRAND S/C FORTY WEST PLAZA FESTIVAL AT WALDORF
7673 MALL ROAD ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ NATIONAL PIKE 2910 FESTIVAL WAY
▇▇▇▇▇▇▇▇ GRAND ISLAND CATONSVILLE ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ SHOPPING CENTER
▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ RANDALLSTOWN ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
181 MATTESON 189 LINCOLN 507 ▇▇▇▇ BURNIE ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ CENTER ▇▇▇ ▇▇▇▇▇▇▇ MALL CHESAPEAKE SQUARE S/C MIDLOTHIAN MARKET
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
MATTESON ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
IL 60443 NE MD 21061 VA
182 OSHKOSH 190 LAFAYETTE 508 CHANTILLY ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ SHOPPING CENTER LAFAYETTE PLACE MALL 13948 METROTECH DRIVE ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
OSHKOSH ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ IN VA 22021 DE 19804