0001168213-10-000058 Sample Contracts

AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • September 8th, 2010 • Aeropostale Inc • Retail-apparel & accessory stores • Massachusetts

This AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT (this “Agreement”) is made as of this 13th day of November, 2007 by and between Aeropostale, Inc., a Delaware corporation (the "Borrower"), and Bank of America, N.A. (as assignee of Fleet Retail Finance Inc. (“Fleet”) pursuant to that certain Assignment and Acceptance dated as of even date herewith by and between Fleet, as Assignor, and Bank of America, N.A., as Assignee), a national banking association with offices at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110 (the “Lender”).

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AMENDED AND RESTATED GUARANTY Bank of America, N.A. LENDER November 13, 2007
Guaranty • September 8th, 2010 • Aeropostale Inc • Retail-apparel & accessory stores • Massachusetts

WHEREAS, the Borrower, the Guarantors and the Lender (as assignee of Fleet Retail Finance Inc. (“Fleet”) pursuant to that certain Assignment and Acceptance dated as of even date herewith by and between Fleet, as Assignor, and Bank of America, N.A., as Assignee), are party to that certain Second Amended and Restated Loan and Security Agreement dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”); and

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT BANK OF AMERICA, N.A. As Lender And AEROPOSTALE, INC. The Borrower November 13, 2007
Loan and Security Agreement • September 8th, 2010 • Aeropostale Inc • Retail-apparel & accessory stores • Massachusetts

Aeropostale, Inc., (hereinafter, the “Borrower”), a Delaware corporation with its principal executive offices at 1372 Broadway, New York, New York 10020

AMENDED AND RESTATED SECURITY AGREEMENT Bank of America, N.A. November 13, 2007
Security Agreement • September 8th, 2010 • Aeropostale Inc • Retail-apparel & accessory stores • Massachusetts

Bank of America, N.A. (as assignee of Fleet Retail Finance Inc. (“Fleet”), pursuant to that certain Assignment and Acceptance dated as of even date herewith by and between Fleet, as Assignor, and Bank of America, N.A., as Assignee) a national banking association with offices at 100 Federal Street, 9th Floor, Boston, Massachusetts 02110 (the “Lender”)

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