ROUTING GUIDE A & E STORES, INC. 1000 HUYLER STREET TETERBORO, N.J. 07608

May 4, 2011 INTRODUCTION: This routing guide is to be used by all vendors shipping to any of the companies and/or trade names, located at either the above address, or 200 Riser Road in Little Ferry, New Jersey 07643 and listed below: 1. 2. 3. 4.

A&E Stores, Inc Strawberry Pay/Half Bolton’s

5. Arcade America 6. Mercury Construction

This routing guide supercedes all other routing and shipping instructions and is in effect on the date noted above. The enclosed instructions are an integral part of our purchase order contract.

Read these instructions carefully. Direct any questions regarding these instructions to our Traffic Department (# 201-393-0600 EXT.6250). If the instructions in the routing guide cannot be strictly followed for any reason, you must advise our Traffic Department at once. Failure to advise our Traffic Department will indicate that the routing guide application is correct and all instructions are clearly understood and will be followed. Failure to follow these instructions will result in charge backs against your account and it will be deducted from your invoice.

These routing and shipping instructions cannot be altered or changed by anyone other than our Traffic Department. Charge backs will be written for all deviations or violations of this guide. Buyers are not authorized to make any changes to these routing instructions.

It is the policy of A&E Stores, Inc., that all costs to deliver merchandise from within the New York/ New Jersey Commercial Free Zone to our Distributions Centers in Teterboro and Little Ferry New Jersey and/or to our stores is the sole responsibility of the vendors. All charges which we incur for transportation of said merchandise from the vendor will result in an immediate charge back, along with an additional charge of $25.00 as a handling fee.

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I. GENERAL ROUTING INSTRUCTIONS: A. Our purchase orders inform vendors whether to ship directly to our stores, or to one of our Distribution Centers. Please refer to your order before consulting this guide. B. Merchandise must arrive at our Distribution Center on or before the cancellation date which is on the purchase order. Merchandise will be refused if it arrives at one of our Distribution Centers, or to one of our Stores after the cancellation date. All expenses which we incur will be charged back against your account. C. Appointments must be made 24 hours prior to expected delivery regardless of carrier for all deliveries with more than 20 cartons, or more than 500 garments on hangers. If delivery is being made by common carrier, it is the carrier’s responsibility to secure a delivery appointment. No delivery will be accepted without following these guidelines. All additional charges will be charged back to your account. All appointments must be made by calling our Traffic Department between the hours of 8:00am & 3:00pm EST, Monday to Friday. When calling for an appointment, please have the following information available: 1. 2. 3. 4. 5. 6.

Name of carrier that will be making the delivery Name of contact Name of Vendor List of all Purchase Order Numbers on shipment Amount of cartons, or G.O.H. per Purchase Order Number If shipment will constitute a full truckload

D. UPS SHIPMENTS: No more than 10 cartons, or up to 200lbs. per shipment. Except California Vendors, use UPS up to 150 lbs. per shipment. Do not split shipments to satisfy UPS requirements. E. All freight shipped on same day, via the same carrier from the same origin going to the same destination must be put on one Bill of Lading. However, the Bill of Lading, or Freight Bill, must indicate the number of cartons for each purchase order on it. When shipping skids that are shrink-wrapped by purchase order, you must indicate the amount or cartons and skids for each purchase order on the Bill of Lading. F. It is the vendor’s responsibility to make sure that ALL cartons are shipped by purchase order as all shipments must be delivered by purchase order. All large shipments must be shipped on skids, shrink- wrapped by style and purchase order. You can stack multiple styles on a skid as long as they are placed on the skid, style by style and belong to the same purchase order. Please label each skid accordingly. For example: you have 2 skids for the same purchase order, with each skid containing 50 cartons. You would mark the first skid as follows: PO# XXXXXXA on 2 skids, 100 cartons total. Under that you would write skid # 1 of # 2, 50 of 100 cartons. On the second skid you would write PO# XXXXXA on 2 skids, 100 cartons total. Under that you would write Skid # 2 of #2, 50 of 100 cartons. All G.O.H. shipments are to be separated by purchase order, style, size and color with the smallest size coming off the truck first.

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I. GENERAL ROUTING INSTRUCTIONS (CONTINUED): G. All purchase orders must be shipped in their entirety. There are to be no partial shipments unless authorized by the Buyer and the Traffic Department in writing. H. Carriers making shipments of 6000 lbs or a full truckload, which is destined for one location, must contact our Traffic Department for Special Routing Instructions.

I. A copy of a detailed packing list or invoice must be attached to the outside of the lead carton for each order.

Your cooperation with this request will enable our distribution team to speed up the flow of your merchandise to our stores, maximize sales and lead to possible reorders.

II. PREPAID SHIPMENTS (VENDOR PAYS FREIGHT): If you are responsible for the Freight Charges, you may use any carrier you choose (carriers listed are only our recommendation.) Regardless of the “Carrier” used, all other routing instructions must be followed. Where your terms are F.O.B A&E warehouse, F.O.B. stores or any arrangement where you are paying the freight charges, the responsibility for any loss and/or damaged merchandise while in transit will be yours and payment of all freight charges will be Your responsibility. A & E Stores has negotiated very favorable door to door volume rates for all of our listed carriers. These rates for Transportation Services (freight charges) should be lower than your standard common carriers rates. NOTE: If you are responsible for the cost of freight and wish to take advantage of our negotiated carrier rates, you must use the listed carriers on the next page and send the shipment “collect”. You will have the freight cost plus a $25 handling fee deducted from your invoice. III. PREFERRED CARRIER LIST FOR ALL “COLLECT” SHIPMENTS: A&E STORES, INC. WILL PAY CARRIER AND IF APPLICABLE WILL CHARGE BACK FREIGHT COSTS PLUS A HANDLING CHARGE TO THE VENDOR.

(REFER TO CHART ON THE NEXT PAGE) A&E STORES, INC. PREFERRED CARRIER LIST 3

MAY 2010 Shipment from

Name of carrier & #’s

Maximum 10 cartons

Call A&E traffic 201-393-0600 x.6250

UPS or FED/EX GROUND All states under 200 lbs (Except California) California under 150 lbs

UPS or FED/EX GROUND

Shipment over 200 lbs Within a 50 mile radius Of A&E distribution centers

A&E Traffic 201-393-0600 ext. 6250

Shipments over 150 lbs From California.

Essential freight 323-888-0753

Other shipment over 200 lbs from: Northeast

New England Motor Freight – (Nemf) 800-847-2728 Or Online www.nemf.com “select shipment tools” for schedule pick-up

ME, NH, VT, NYS*, MA, RI, CT, NJ*, PA, MD, DE, VA, OH District of Columbia *Outside “commercial free zone”

New England Motor Freight – (Nemf) 800-847-2728

Midwest KY, IN, MI, WI, IL, MO, WV

Midwest Motor Express (c/o Nemf) 800-741-4097

Midwest / West IA, MN, KS, NE, SD, ND, CO, WY, MT, UT

South / Southwest AAA Cooper (c/o Nemf) 888-715-7690

TX, OK, AR, LA, MS, TN, AL, GA, NC, SC, FL (Except Miami area)

Name of carrier & #’s

Shipment from

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Fl (Miami area, zip codes 330-334)

New England Motor Freight – (Nemf) 305-769-7004

AZ, NM

Yellow Freight 888-610-6500

West/Coast (Excl. California)

Oak Harbor Transportation (c/o Nemf) 800-909-6704

NV, ID, OR, WA

New England Motor Freight – (Nemf) 800-847-2728

Canada Ontario, Quebec

British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia

Concord Transportation (c/o Nemf) 800-387-4292

NOTE: 

If A&E is responsible for paying the freight charges and you do not comply with the above carrier listing, it will be considered your responsibility and agreement to pay all transportation charges. Full charges plus a handling charge of $50 will be deducted from payment of your invoice. In addition we will not be responsible for any loss or damage to the shipment in transit.

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All bill of ladings should be noted c/o Nemf where indicated under name of carrier & #’s (above).

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IV. AIR SHIPMENTS:

A. All air shipments must be authorized and approved in writing, in advance, by the Buyer.

B. All Vendors participating in a half (1/2) paid air freight, or full air freight, must be shipped via our preferred carrier, which is Essential Freight System (1-800-886-8527) and must be shipped collect. Charge backs will be written for either full or half freight rates plus a $25.00 handling charge on all air shipments.

V. Preparation of Bill of Lading:

A. All merchandise must be properly and accurately classified and fully described in accordance with The National Motor Freight Classification Guide. B. The Bill of Lading must show the following: 1. Your company name and address 2. Shipment’s destination address 3. Total number of cartons and gross weight 4. Merchandise classification and type of merchandise 5. Freight terms 6. A&E Stores, Inc., purchase order number(s), stating the amount of cartons for each purchase order. 7. c/o (applicable carrier) where indicated on carrier list.

C. Shipments with multiple purchase orders are to be put on one Bill of Lading, showing the number of cartons by the purchase order number. When shipping skids that are shrink-wrapped you must indicate the amount of cartons and skids for each purchase order. Ex: PO# XXXXXA on 2 shrink-wrapped skids 120 cartons total. Also see examples on page 2, Section F. VI. PARTIAL SHIPMENTS OR BACK ORDERS:

A. Do not substitute merchandise on back orders unless authorized by our Buyers in writing. B. All back orders must be authorized by our Buyers in writing. All back order shipments must be shipped prepaid (Vendor pays freight) regardless of the original purchase order F.O.B. terms, unless authorized by the Buyer in writing to ship collect.

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VII. LABELING AND PACKING REQUIRMENTS: A. All cartons and packages must contain the following on the outside of each carton: 1. 2. 3. 4. 5. 6. 7. 8.

Your company name and address A&E Stores, Inc., purchase order numbers On lot markings (total number of cartons) Quantity contained in each carton Packing slip attached to lead carton (where applicable) Style number Color (if separate) Size or size breakdown if pre-packs

B. Maximum weight per carton is to be no more than 50 lbs. and must be packed in a re-shippable carton with a corrugated test of at least 175lbs. C. Any losses or damages resulting from improper carton or packing will be deducted from your invoice. D. All shipments must be packed by style, color, and size. Pre-packs may be used if permitted in writing by our buyers. 1. Do not mix styles or ship multiple styles per carton. 2. Each purchase order is to be packed separately. E. All invoices for payment of merchandise are to be forwarded to A & E Stores, Inc. located at 1000 Huyler Street in Teterboro, NJ 07608, attn: Account Payable Dept.

All goods must be packed to conform with the National Motor Freight Classification requirements, and with any other requirements specified by the delivering carrier.

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VIII. VIOLATIONS: The following is a partial list of violations and handling charges that A & E Stores, Inc., and it’s affiliated companies and/or trade names may assess your company for failing to comply with this routing guide or conditions set forth on our purchase order. These charge backs will be deducted against the vendor’s invoice prior to payment. If you should have any questions regarding the terms, conditions and/or purchase orders, contact our Traffic Department and your respective Buyer for written approval to change the Terms and Conditions. A. Failure to ship order via the assigned carrier: Full freight charges plus a $50.00 handling fee. B. Failure to consolidate same day shipments: Full freight charges plus a $25.00 handling fee. C. Failure to attach a packing slip to the lead carton of each purchase order: a $50.00 handling fee per purchase order. D. Failure to prepack style as per our purchase order specifications or pack as per our instructions: A $50.00 handling fee per purchase order. E. Failure to attach our price tags to merchandise correctly (when required): $.25 per item plus a $25.00 handling charge. F. Unauthorized color or size substitution: $.25 per item plus a $25.00 handling fee, and inbound and return freight charges. G. Unauthorized shipment of merchandise that is past our purchase order completion date: $25.00 handling charge, plus $1.00 per carton or $.25 per hanging garment.

H. Failure to ship UPS as per our requirements: $1.00 per carton, plus $25.00

I. Improper carton or packing that result in any losses or damages: Charge backs will be the total amount of losses or damages, plus a $25.00 handling fee. J. Failure to ship to proper destination as per our purchase order: full freight charges plus a $25.00 handling fee. K. Failure to follow other routing instructions: a $25.00 handling fee.

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IX.

SHIPMENTS DESTINED TO ONE OF OUR DISTRIBUTION CENTERS: A & E STORES, INC. LOCATED AT 1000 HUYLER STREET TETERBORO, N.J. 07608 Will only be receiving merchandise for the following departments 00 (PLUS/COATS), 01 (SPORTSWEAR), 02 (DRESSES), 03 (JEWELRY), 06 (ACCESSORIES), 07 (HOSIERY), 08 (SLEEPWEAR), 09 (GIRLS/BOYS/INFANTS) D & F (HOME), 0A (MENS/YOUNG MENS) AND A & E STORES, INC. LOCATED AT 200 RISER ROAD LITTLE FERRY, N.J. 07643 Will only be receiving merchandise for the following departments 04 (HANDBAGS/BELTS/SMALL LEATHER), 05 (SHOES)

A. Receiving hours are from 7:30am to 2:30pm EST. (Monday – Friday) B. Arrive at your scheduled appointment time. If late, your delivery will be accepted at the next available time for that day, or if needed, possibly rescheduled. C. First come, first serve applies to deliveries under our appointment guidelines. We will not, be responsible for late charges, or delays caused by carriers who did not adhere to their scheduled appointment.

X. SHIPMENTS DESTINED TO OUR STORES: A. No deliveries are to be made between 11:30am & 2:30pm B. No Freight Charges are to be collected from stores. C. All Bills of Lading or Freight Bills must be consigned to the name of the store, store number, and billed as third party billing to: A & E STORES, INC. 1000 HUYLER STREET TETERBORO, NJ 07608

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