Borrower Pledge Agreement - AnnTaylor Inc. and Bank of America NT&SA


               BORROWER PLEDGE AGREEMENT
               -------------------------
     
     THIS SECURITY AND PLEDGE AGREEMENT (as such agreement may be
amended, supplemented or otherwise modified from time to time,
this 'Agreement'), dated as of June 30, 1998 is made by
      ---------
ANNTAYLOR, INC., a Delaware corporation, with its principal place
of business located at 142 West 57th Street, New York, New York
10019 (the 'Grantor'), in favor of BANK OF AMERICA NATIONAL TRUST
            -------
AND SAVINGS ASSOCIATION, with an office located at 1455 Market
Street, San Francisco, California 94103, in its capacity as
administrative agent for the Lenders under the Credit Agreement
(as defined below) (in such capacity, the 'Administrative
                                           --------------
Agent').
-----

                       R E C I T A L S :
     
     A.   The Grantor, certain financial institutions currently
and in the future to be the parties to the Credit Agreement (such
financial institutions being collectively referred to as the
'Lenders'), the Administrative Agent, BancAmerica Robertson
 -------
Stephens, as Arranger (in such capacity, the 'Arranger'),
                                              --------
Citicorp USA and First Union Capital Markets, in their respective
capacities as Syndication Agents (in such capacities, the
'Syndication Agents'), and Bank of America National Trust and
 ------------------
Savings Association, Citibank, N.A. and First Union National
Bank, in their respective capacities as Issuing Banks (in such
capacities, the 'Issuing Banks') have entered into a certain
                 ------------- 
Credit Agreement, dated as of June 30, 1998 (as such agreement
may be amended, supplemented or otherwise modified from time to
time, the 'Credit Agreement'; the capitalized terms not otherwise
           ----------------
defined herein are being used as defined in the Credit
Agreement);

     B.   The Lenders have agreed to make certain extensions of
credit to the Borrower on the terms and conditions set forth in
the Credit Agreement; and

     C.   It is a condition precedent to the effectiveness of the
Credit Agreement and to the making of Loans by the Lenders and
the issuing of Letters of Credit by any Issuing Bank that this
Agreement shall have been executed and delivered;

     NOW, THEREFORE, in consideration of the above premises and
in order to induce the Lenders to make Loans and each Issuing
Bank to issue Letters of Credit under the Credit Agreement, the
Grantor hereby agrees with the Administrative Agent for its
benefit and for the benefit of the Lenders, the Issuing Banks,
the Arranger and the Syndication Agents, by acceptance hereof, as
follows:

     Section 1.  Grant of Security.  To secure the prompt and
                 ------------------
complete payment, observance and performance when due (whether at
the stated maturity, by acceleration or otherwise) of all the
Obligations, the Grantor hereby assigns and pledges to the
Administrative Agent, and hereby grants to the Administrative
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                            -2-
Agent, for its benefit and the benefit of the Lenders, the
Issuing Banks, the Arranger and the Syndication Agents, a
security interest in all of the Grantor's right, title and
interest in and to the following, whether now owned or existing
or hereafter arising or acquired and wheresoever located
(collectively, the 'Collateral'):
                    ----------

     ACCOUNTS:  All accounts receivable and other rights to
payment arising out of the sale or lease of goods and services,
whether or not earned by performance, and all Credit Card
Accounts, including, without limitation, all 'accounts', as such
term is defined in the Uniform Commercial Code in effect on the
date hereof in the State of New York (the 'UCC') (in each
                                           ---
instance, however, and wherever arising, collectively,
'Accounts');
 --------

     CHATTEL PAPER, INSTRUMENTS, INVESTMENT PROPERTY AND
DOCUMENTS:  All chattel paper, all instruments, all investment
property and all documents (including, without limitation, (a)
the shares of stock described in Annex I-A hereto (the 'Pledged
                                                        -------
Shares') and all dividends, instruments and other property from
------
time to time distributed in respect thereof or in exchange
therefor, and (b) the notes and debt instruments described in
Annex I-B hereto (the 'Pledged Debt') and all payments thereunder
                       ------------
and instruments and other property from time to time delivered in
respect thereof or in exchange therefor), and all bills of
lading, warehouse receipts and other documents of title and
documents, including, without limitation, all 'chattel paper',
'instruments', 'investment property' and 'documents', as such
terms are defined in the UCC, in each instance whether now owned
or hereafter acquired by the Grantor, other than any promissory
note with an original principal amount of less than $1,000,000
owing to the Grantor from a senior executive or key employee of
the Grantor (an 'Excluded Note') (collectively, 'Chattel Paper,
                 --------------                  -------------
Instruments, Investment Property and Documents');
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     EQUIPMENT:  All machinery and equipment, all manufacturing,
distribution, selling, data processing and office equipment, all
furniture, furnishings, appliances, tools, tooling, molds, dies,
vehicles, vessels, aircraft and all other goods of every type and
description, in each instance whether now owned or hereafter
acquired by the Grantor and wherever located, including all
'equipment', as such term is defined in the UCC; provided that
                                                 --------
equipment shall not include 'fixtures' as defined in Section 9-
313 of the UCC (collectively, 'Equipment');
                               ---------

     GENERAL INTANGIBLES:  All rights, interests, choses in
action, causes of action, claims and all other intangible
property of the Grantor of every kind and nature, in each
instance whether now owned or hereafter acquired by the Grantor,
including, without limitation, all corporate and other business
records; all loans, royalties, and other obligations receivable;
all inventions, designs, patents, patent applications, service
marks, trade names and trademarks (including any applications for
the foregoing and whether or not registered) and the goodwill of
the Grantor's business connected with and symbolized by such
trademarks, trade secrets, computer programs, software, printouts
and other computer materials, goodwill, registrations, U.S.
registered copyrights, licenses relating to trademarks and U.S.
registered copyrights, franchises, customer lists, credit files,
correspondence and advertising materials; all customer and
supplier contracts, firm sale orders, rights under license and
franchise agreements, and other contracts and contract rights;
all interests in partnerships, joint ventures and other entities;
all tax refunds and tax refund claims; all right, title and
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                          -3-

interest under leases, subleases, licenses and concessions and
other agreements relating to real or personal property; all pay
ments due or made to the Grantor in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of
any property by any person or governmental authority; all deposit
accounts (general or special) with any bank or other financial
institution; all credits with and other claims against carriers
and shippers; all rights to indemnification; all reversionary
interests in pension and profit sharing plans and reversionary,
beneficial and residual interest in trusts; all proceeds of
insurance of which the Grantor is beneficiary; and all letters of
credit, guaranties, liens, security interests and other security
held by or granted to the Grantor; and all other intangible
property, whether or not similar to the foregoing, including,
without limitation, all 'general intangibles', as such term is
defined in the UCC (in each instance, however and wherever
arising, collectively, 'General Intangibles'); provided, that the
                        -------------------    --------
foregoing limitation shall not affect, limit, restrict or impair
the grant by such Grantor of a security interest pursuant to this
Agreement in any receivable or any money or other amounts due or
to become due under any such contract, agreement, instrument or
indenture.

     INVENTORY:  All inventory, finished goods, raw materials,
work in process and other goods, including, without limitation,
all 'inventory', as such term is defined in the UCC (in each
instance, however, and wherever arising, collectively,
'Inventory'); and
 ---------

     OTHER PROPERTY:  All property or interests in property now
owned or hereafter acquired by the Grantor which now may be owned
or hereafter may come into the possession, custody or control of
the Administrative Agent, any of the Lenders, any Issuing Bank or
any agent or Affiliate of any of them in any way or for any
purpose (whether for safekeeping, deposit, custody, pledge,
transmission, collection or otherwise); and all rights and
interests of the Grantor, now existing or hereafter arising and
however and wherever arising, in respect of any and all (i)
notes, drafts, letters of credit, bank accounts, stocks, bonds,
and debt and equity securities, whether or not certificated, and
warrants, options, puts and calls and other rights to acquire or
otherwise relating to the same; (ii) money; (iii) proceeds of
loans, including without limitation, all the Loans made to the
Grantor under the Credit Agreement; and (iv) insurance proceeds
and books and records relating to any of the property covered by
this Agreement (collectively, 'Other Property');
                               --------------

together, in each instance, with all accessions and additions
thereto, substitutions therefor, and replacements, proceeds and
products thereof; provided, however, that the foregoing grant of
                  --------  -------
a security interest shall not include a security interest in any
contract, any lease and any property subject to an enforceable
lease which by their terms expressly prohibit the right of the
Grantor to grant a security interest in such contract, lease or
property.  The Borrower agrees to use its commercially reasonable
efforts to ensure that no future lease contains any restrictions
on the Borrower's right to grant a security interest in any
equipment placed on the leased premises.

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                         -4-
     
     
     Section 2.  Grantor Remains Liable.  Anything herein to the
                 -----------------------
contrary notwithstanding, (a) the Grantor shall remain liable
under the contracts and agreements included in the Collateral to
the extent set forth therein to perform its duties and
obligations thereunder to the same extent as if this Agreement
had not been executed, (b) the exercise by the Administrative
Agent of any of its rights hereunder shall not release the
Grantor from any of its duties or obligations under the contracts
and agreements included in the Collateral (except to the extent
that such exercise prevents the Grantor from satisfying such
duties and obligations), and (c) the Administrative Agent shall
not have any obligation or liability under the contracts and
agreements included in the Collateral by reason of this
Agreement, nor shall the Administrative Agent be obligated to
perform any of the obligations or duties of the Grantor
thereunder, to make any payment, to make any inquiry as to the
nature or sufficiency of any payment received by the Grantor or
the sufficiency of any performance by any party under any such
contract or agreement or to take any action to collect or enforce
any claim for payment assigned hereunder.

     Section 3.  Delivery of Pledged Collateral.  All
                 ------------------------------
certificates, notes and other instruments representing or
evidencing the Pledged Shares or the Pledged Debt and all other
instruments now owned or at any time hereafter acquired by the
Grantor other than any Excluded Notes (collectively, the 'Pledged
Collateral') shall be delivered to and held by or on behalf of
the Administrative Agent pursuant hereto (except as otherwise
provided in the last sentence of Section 4(f) hereof) and shall
be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or
assignments in blank, all in form and substance satisfactory to
the Administrative Agent.  Upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent
shall have the right, at any time in its discretion and without
notice to the Grantor, to transfer to or to register in the name
of the Administrative Agent or any nominee of the Administrative
Agent any or all of the Pledged Collateral, subject only to the
revocable rights specified in Section 8 hereof.  In addition,
upon the occurrence and during the continuance of an Event of
Default, the Administrative Agent shall have the right at any
time to exchange certificates or instruments representing or
evidencing Pledged Collateral for certificates or instruments of
smaller or larger denominations.

     Section 4.  Representations and Warranties.  The Grantor
                 ------------------------------
represents and warrants as follows:

          (a)  As of the date of this Agreement, the locations
     
     listed on Annex II constitute all locations at which its
     
     Inventory (other than raw materials and work in process) or
     
     Equipment is located, except for (i) Inventory or Equipment
     
     temporarily in transit from one location listed on such
     
     Annex to another location listed on such Annex or (ii)
     
     Inventory or Equipment in transit with common or other
     
     carriers to a location listed on such Annex.  As of the date
     
     of this Agreement, the chief place of business and chief
     
     executive office of the Grantor are located at the address
     
     first specified above for the Grantor.

          (b)  The Grantor is the legal and beneficial owner of
     
     the Collateral free and clear of all liens, security
     
     interests or other encumbrances, except as expressly
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                          -5-
     
     permitted by subsection 8.02(b) of the Credit Agreement.

     For the past five years the business of the Grantor has been
     
     conducted only by the following corporations and under the
     
     following corporate names and not under any trade name or
     
     other name:

          1)   AnnTaylor, Inc.
          2)   AnnTaylor Factory Stores
          3)   AnnTaylor Loft
          4)   AnnTaylor Studio
          5)   AnnTaylor Global Sourcing, Inc.
          6)   AnnTaylor Funding, Inc.
          
          
          (c)  The Grantor has exclusive possession and control
     
     of the Inventory (other than raw materials and work in
     
     process) and Equipment, except for (i) Equipment in the
     
     possession and control of the Grantor's lessees and
     
     licensees under written lease and license agreements entered
     
     into in the ordinary course of business and consistent with
     
     past practice and (ii) Inventory or Equipment in transit
     
     with common or other carriers.

          (d)  The Pledged Shares have been duly authorized and
     
     validly issued and are fully paid and non-assessable.  The
     
     Pledged Debt of the Grantor's Subsidiaries (if any), and, to
     
     the best of the Grantor's knowledge, all other Pledged Debt,
     
     has been duly authorized, issued and delivered, and is the
     
     legal, valid, binding and enforceable obligation of the
     
     issuers thereof.

          (e)  The Pledged Shares indicated on Annex I-A hereto
     
     constitute all of the shares of stock held by the Grantor of
     
     the respective issuers thereof and constitute 65% of all of
     
     the shares of stock of the respective issuers who are
     
     Foreign Subsidiaries.  The Pledged Shares and the Pledged
     
     Debt constitute all of the Pledged Collateral except for
     
     Pledged Collateral consisting of checks and drafts received
     
     in the ordinary course of business and with respect to which
     
     the Administrative Agent has not at any time requested
     
     possession and which are not a material portion of the
     
     Collateral under this Agreement or the Trademark Assignment
     
     executed by the Grantor, taken as a whole (the 'Personal
     
     Property Collateral'), either singly or in the aggregate.
     -------------------

          (f)  This Agreement creates a valid security interest
     
     in the Collateral (other than the Pledged Collateral),
     
     securing the payment of the Obligations, and all filings and
     
     other actions necessary or desirable to perfect such
     
     security interest under the Uniform Commercial Code as
     
     enacted in each relevant jurisdiction have been duly taken
     or will be duly taken not later than five Business Days
     
     after the date hereof.  The pledge and delivery of the
     
     Pledged Collateral pursuant to this Agreement and all other
     
     filings and other actions taken by the Grantor to perfect
     
     such security interest prior to the date hereof, create a
     
     valid and perfected first priority security interest in the
     
     Pledged Collateral, securing the payment of the Obligations
     
     except for Pledged Collateral consisting of checks and
     
     drafts received in the ordinary course of business with
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                           -6-
     
     respect to which the Administrative Agent has not at any
     
     time requested possession and which are not a material
     
     portion of the Personal Property Collateral, either singly
     
     or in the aggregate.

          (g)  Other than the filings with the United States
     
     Patent and Trademark Office, filings and registrations
     
     within the United States Copyright Office and filings under
     
     the Uniform Commercial Code in effect in each relevant
     
     jurisdiction, no authorization, approval or other action by,
     
     and no notice to or filing with, any federal, state or local
     
     governmental authority in the United States that have not
     
     already been taken or made and which are in full force and
     
     effect, is required (i) for the pledge by the Grantor of the
     
     Pledged Collateral or for the grant by the Grantor of the
     
     security interest in the Collateral granted hereby or for
     
     the execution, delivery or performance of this Agreement by
     
     the Grantor, (ii) for the exercise by the Administrative
     
     Agent of the voting or other rights provided in this
     
     Agreement with respect to the Pledged Collateral or the
     
     remedies in respect of the Pledged Collateral pursuant to
     
     this Agreement (except as may be required in connection with
     
     the disposition thereof by laws affecting the offering and
     
     sale of securities generally), or (iii) for the exercise by
     
     the Administrative Agent of any of its other rights or
     
     remedies hereunder.

          (h)  (i)  No amount payable to the Grantor under or in
     
     connection with any Account is evidenced by any 'instrument'
     
     or 'chattel paper', as such terms are defined in the UCC,
     
     which has not been delivered to the Administrative Agent.

          (ii)  The amounts represented by the Grantor to the
     
     Lenders from time to time as owing to such Grantor in
     
     respect of the Accounts will at such times be accurate.

     
     
     
     Section 5.  Further Assurances.
                 ------------------
          
          (a)  The Grantor agrees that from time to time, at the
     
     expense of the Grantor, the Grantor will promptly execute
     and deliver all further instruments and documents, and take
     
     all further action, that may be necessary or reasonably
     
     desirable, or that the Administrative Agent may reasonably
     
     request, in order to perfect and protect any security
     
     interest granted or purported to be granted hereby or to
     
     enable the Administrative Agent to exercise and enforce its
     
     rights and remedies hereunder with respect to any
     
     Collateral; provided, however, that the Grantor shall in no
                 --------  -------
     event be required to execute any leasehold mortgage with
     
     respect to any lease.  Without limiting the generality of
     
     the foregoing, at the request of the Administrative Agent,
     
     the Grantor shall: (i) if an Event of Default shall have
     
     occurred and be continuing, mark conspicuously each document
     
     included in the Collateral and, at the request of the
     
     Administrative Agent made at any time, and whether or not an
     
     Event of Default shall have occurred, mark each of its
     
     records pertaining to the Collateral with a legend, in form
     
     and substance satisfactory to the Administrative Agent,
     
     indicating that such document or Collateral is subject to
     
     the security interest granted hereby; (ii) execute and file
     
     such financing or continuation statements, or amendments
     
     thereto, and such other instruments or notices, as may be
     
     necessary or desirable, or as the Administrative Agent may
     
     reasonably request, in order to perfect and preserve the
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                       -7-
     
     security interests granted or purported to be granted
     
     hereby; and (iii) in the case of investment property and any
     
     other relevant Collateral, taking any actions necessary to
     
     enable the Administrative Agent to obtain 'control' (within
     
     the meaning of the applicable Uniform Commercial Code) with
     
     respect thereto.  The Grantor shall maintain the security
     
     interest created by this Agreement as a perfected security
     
     interest and shall defend such security interest against the
     
     claims and demands of all Persons whomsoever.

          (b)  The Grantor hereby authorizes the Administrative
     
     Agent to file one or more financing or continuation
     
     statements, and amendments thereto, relative to all or any
     
     part of the Collateral without the signature of the Grantor
     
     where permitted by law.  A carbon, photographic or other
     
     reproduction of this Agreement or any financing statement
     
     covering the Collateral or any part thereof shall be
     
     sufficient as a financing statement where permitted by law.

          (c)  The Grantor shall furnish to the Administrative
     
     Agent from time to time statements and schedules further
     
     identifying and describing the Collateral and such other
     
     reports in connection with the Collateral as the
     
     Administrative Agent may request, all in reasonable detail.
     

     Section 6.  As to Inventory, Equipment and Accounts.  The
                 ----------------------------------------
Grantor shall:
          
          (a)  Keep its Inventory and Equipment (other than raw
     
     materials and work in process and Inventory sold in the
     
     ordinary course of business and Equipment sold in accordance
     
     with Section 8.02(a) of the Credit Agreement) at the places
     
     specified in Section 4(a) hereof and deliver written notice
     
     to the Administrative Agent at least 30 days prior to
     
     establishing any other location at which it reasonably
     
     expects to maintain Inventory (other than raw materials and
     
     work in process) or Equipment in which jurisdiction all
     
     action required by Section 5 hereof shall have been taken
     
     with respect to all such Inventory or Equipment, as the case
     
     may be, in order to perfect the security interest granted
     
     therein under this Agreement.

          (b)  Maintain or cause to be maintained in good repair,
     
     working order and condition, excepting ordinary wear and
     
     tear and damage due to casualty, all of the Equipment, and
     
     make or cause to be made all appropriate repairs, renewals
     
     and replacements thereof, to the extent not obsolete and
     
     consistent with past practice of the Grantor, as quickly as
     
     practicable after the occurrence of any loss or damage
     
     thereto which are necessary or desirable to such end.  The
     
     Grantor shall promptly furnish to the Administrative Agent a
     
     statement respecting any material loss or damage as a result
     
     of a single occurrence to any of its Inventory or Equipment
     
     which has an aggregate fair market value exceeding $250,000.

          (c)  The Grantor will not, except upon 30 days' prior
     
     written notice to the Administrative Agent and delivery to
     
     the Administrative Agent of all additional executed
     
     financing statements and other documents reasonably
     
     requested by the Administrative Agent to maintain the
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                           -8-
     
     validity, perfection and priority of the security interests
     
     provided for herein:

          (i) change its jurisdiction of organization or the
     
     location of its chief executive office or sole place of
     
     business from that referred to in Section 4(a) hereof; or

          (ii) change its name, identity or corporate structure
     
     to such an extent that any financing statement filed by the
     
     Administrative Agent in connection with this Agreement would
     
     become misleading.

     Section 7.  As to the Pledged Collateral.
                 ----------------------------
          
          (a)  So long as no Event of Default shall have occurred
     and be continuing:
                    
                    
                    (i)  The Grantor and not the Administrative
          
          Agent shall be entitled to exercise any and all voting
          
          and other rights of consent or approval pertaining to
          
          the Pledged Collateral or any part thereof for any
          
          purpose not inconsistent with the terms of this
          
          Agreement or the Credit Agreement; provided, however,
                                             --------  -------
          that the Grantor shall not exercise or refrain from
          
          exercising any such right without the consent of the
          
          Administrative Agent if such action or inaction would
          
          have a material adverse effect on the value of the
          
          Pledged Collateral or the benefits to the
          
          Administrative Agent, the Lenders, the Issuing Banks,
          
          the Arranger and the Syndication Agents, including,
          
          without limitation, the validity, priority or
          
          perfection of the security interest granted hereby or
          
          the remedies of the Administrative Agent hereunder.

                    (ii) The Grantor and not the Administrative
          
          Agent shall be entitled to receive and retain any and
          
          all dividends and interest paid in respect of the
          
          Pledged Collateral; provided, however, that any and all
                              --------   ------
                              
                              (A)  dividends and interest paid or
               
               payable other than in cash in respect of, and
               
               instruments and other property received,
               
               receivable or otherwise distributed in respect of,
               
               or in exchange for, any Pledged Collateral,

                              
                              (B)  dividends and other
               
               distributions paid or payable in cash in respect
               
               of any Pledged Collateral consisting of stock of
               
               any Subsidiary of the Grantor and dividends and
               
               other distributions paid or payable in cash in
               
               respect of any other Pledged Collateral in
               
               connection with a partial or total liquidation or
               
               dissolution or in connection with a reduction of
               
               capital, capital surplus or paid-in-surplus, and

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                                -9-
                              
                              (C)  cash paid, payable or
               
               otherwise distributed in respect of principal of,
               
               or in redemption of, or in exchange for, any
               
               Pledged Collateral,
               
               
               shall forthwith be delivered to the Administrative
          
          Agent, in the case of (A) above, to hold as Pledged
          
          Collateral and shall, if received by the Grantor, be
          received in trust for the benefit of the Administrative
          
          Agent, the Lenders, the Issuing Banks, the Arranger and
          
          the Syndication Agents, be segregated from the other
          
          property or funds of the Grantor, and be forthwith
          
          delivered to the Administrative Agent, as Pledged
          
          Collateral in the same form as so received (with any
          
          necessary indorsement) and, in the case of (B) and (C)
          
          above, to the extent required under the terms of the
          
          Credit Agreement, shall forthwith be delivered to the
          
          Administrative Agent to be applied to the Obligations
          
          in such order as provided in subsection 2.05(b) of the
          
          Credit Agreement.

                    (iii)     The Administrative Agent shall
          
          promptly execute and deliver (or cause to be executed
          
          and delivered) to the Grantor all such proxies and
          
          other instruments as the Grantor may reasonably request
          
          for the purpose of enabling the Grantor to exercise the
          
          voting and other rights which it is entitled to
          
          exercise pursuant to paragraph (i) above and to receive
          
          the dividends or interest payments which it is
          
          authorized to receive and retain pursuant to paragraph
          
          (ii) above.

          (b)  Upon the occurrence and during the continuance of
     
     an Event of Default and at the Administrative Agent's
     
     option:

                    (i)  All rights of the Grantor to exercise
          
          the voting and other rights of consent or approval
          
          which it would otherwise be entitled to exercise
          
          pursuant to Section 8(a)(i) hereof and to receive the
          
          dividends and interest payments which it would
          
          otherwise be authorized to receive and retain pursuant
          
          to Section 8(a)(ii) hereof shall cease, and all such
          
          rights shall thereupon become vested in the
          
          Administrative Agent, who shall thereupon have the sole
          
          right to exercise such voting and other rights of
          
          consent or approval and to receive and hold as Pledged
          
          Collateral such dividends and interest payments.

                    
                    (ii) All dividends and interest payments
          
          which are received by the Grantor contrary to the
          
          provisions of paragraph (i) of this Section 8(b) hereof
          
          shall be received in trust for the benefit of the
          
          Administrative Agent, the Lenders, the Issuing Banks,
          
          the Arranger and the Syndication Agents and shall be
          
          segregated from other funds of the Grantor and shall be
          
          forthwith paid over to the Administrative Agent as
          
          Pledged Collateral in the same form as so received
          
          (with any necessary indorsement).


     Section 8.  Additional Shares.  The Grantor agrees that it
                 -----------------
will (i) cause each issuer of the Pledged Shares subject to its
control not to issue any stock or other securities in addition to
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                              -10-

or in substitution for the Pledged Shares issued by such issuer,
except to the Grantor or as otherwise permitted under the Credit
Agreement, and (ii) pledge hereunder, immediately upon its
acquisition (directly or indirectly) thereof, any and all
additional shares of stock or other securities of each issuer of
the Pledged Shares; provided that in no event shall the Grantor
be required to pledge more than 65% of the shares of any Foreign
Subsidiary.  The Grantor hereby authorizes the Administrative
Agent to modify this Agreement by amending Annex I to include
such additional shares or other securities.

     Section 9.  The Administrative Agent Appointed
                 ----------------------------------
Attorney-in-Fact.  The Grantor hereby irrevocably appoints the
----------------
Administrative Agent the Grantor's attorney-in-fact, with full
authority in the place and stead of the Grantor and in the name
of the Grantor or otherwise, from time to time in the
Administrative Agent's discretion, to take, upon the occurrence
and during the continuance of an Event of Default, any action and
to execute any instrument which the Administrative Agent may deem
necessary or advisable to accomplish the purposes of this
Agreement (subject to the rights of the Grantor under Section 7
hereof), including, without limitation:

                    (i)  to obtain and adjust insurance required
          
          to be paid to the Administrative Agent pursuant to
          
          Section 7.05 of the Credit Agreement, with the
          
          understanding that all insurance maintained by the
          
          Grantor with respect to the Collateral shall (a)
          
          provide that no cancellation, material reduction in
          
          amount or material change in coverage thereof shall be
          
          effective until at least 30 days after receipt by the
          
          Administrative Agent of written notice thereof, (b)
          
          name the Administrative Agent as insured party or loss
          
          payee, (c) if reasonably requested by the
          
          Administrative Agent, include a breach of warranty
          
          clause and (d) be reasonably satisfactory in all other
          
          respects to the Administrative Agent,

                    (ii) to ask, demand, collect, sue for,
          
          recover, compromise, receive and give acquittance and
          
          dreceipts for moneys due and to become due under or in
          
          respect of any of the Collateral,
                   
                    
                    (iii)     to receive, indorse, and collect
          
          any drafts or other instruments, documents and chattel
          
          paper, in connection with clause (i) or (ii) above,

                    (iv) to file any claims or take any action or
          
          institute any proceedings which the Administrative
          
          Agent may deem necessary or desirable for the
          
          collection of any of the Collateral or otherwise to
          
          enforce the rights of the Administrative Agent with
          
          respect to any of the Collateral, and

                    (v)  to receive, indorse and collect all
          
          instruments made payable to the Grantor representing
          
          any dividend, interest payment or other distribution in
          
          respect of the Pledged Collateral or any part thereof
          
          and to give full discharge for the same.
===================================================================
                          -11-
     
     
     Nothing set forth in this Section 9 and no exercise by the
Administrative Agent of the rights and powers granted in this
Section 9 shall limit or impair the Grantor's rights under
Section 7 hereof.  The Grantor hereby ratifies all that said
attorneys shall lawfully do or cause to be done by virtue hereof.
All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and shall be irrevocable
until the Obligations are paid in full, no Letters of Credit are
outstanding, and the commitments of the Lenders to extend credit
under the Credit Agreement are terminated.


     Section 10.  The Administrative Agent May Perform.  If the
                  -------------------------------------
Grantor fails to perform any agreement contained herein, the
Administrative Agent, upon written notice to the Grantor if
practicable, may itself perform, or cause performance of, such
agreement, and the expenses of the Administrative Agent incurred
in connection therewith shall be payable by the Grantor under
Section 14 hereof.

     Section 11.  The Administrative Agent's Duties.  The powers
                  ----------------------------------
conferred on the Administrative Agent hereunder are solely to
protect its interest in the Collateral and shall not impose any
duty upon it, in the absence of willful misconduct or gross
negligence, to exercise any such powers.  Except for the safe
custody of any Collateral in its possession and the accounting
for moneys actually received by it hereunder, the Administrative
Agent shall have no duty as to any Collateral.  The
Administrative Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral in its
possession if the Collateral is accorded treatment substantially
equal to that which the Administrative Agent accords its own
property, it being understood that the Administrative Agent shall
be under no obligation to (i) ascertain or take action with
respect to calls, conversions, exchanges, maturities, tenders or
other matters relative to any Pledged Collateral, whether or not
the Administrative Agent has or is deemed to have knowledge of
such matters, or (ii) take any necessary steps to preserve rights
against prior parties or any other rights pertaining to any
Collateral, but may do so at its option, and all reasonable
expenses incurred in connection therewith shall be for the sole
account of the Grantor and shall be added to the Obligations.

     
     
     Section 12.  Remedies.  If any Event of Default shall have
                  --------
occurred and be continuing:

          (a)  The Administrative Agent may exercise in respect
     
     of the Collateral, in addition to other rights and remedies
     
     provided for herein or otherwise available to it, all the
     
     rights and remedies of a secured party upon default under
     
     the Uniform Commercial Code as in effect from time to time
     
     in the State of New York (the 'Code') (whether or not the
                                    ----
     Code applies to the affected Collateral) and also may (i)
     
     require the Grantor to, and the Grantor hereby agrees that
     
     it will at its expense and upon request of the
     
     Administrative Agent forthwith, assemble all or any part of
     
     the Collateral as directed by the Administrative Agent and
     
     make it available to the Administrative Agent at a place to
     
     be designated by the Administrative Agent which is
     
     reasonably convenient to both parties and (ii) without
     
     notice except as specified below, sell, lease, assign, grant
     
     an option or options to purchase or otherwise dispose of the
     
     Collateral or any part thereof in one or more parcels at
     
     public or private sale, at any exchange, broker's board or
     
     at any of the Administrative Agent's offices or elsewhere,
================================================================
                          -12-
     
     for cash, on credit or for future delivery, and upon such
     
     other terms as may be commercially reasonable.  The
     
     Administrative Agent may be the purchaser of any or all of
     
     the Collateral so sold at any public sale (or, if the
     
     Collateral is of a type customarily sold in a recognized
     
     market or is of a type which is the subject of widely
     
     distributed standard price quotations, at any private sale)
     
     and thereafter hold the same, absolutely, free from any
     
     right or claim of whatsoever kind.  The Administrative Agent
     
     is authorized, at any such sale, if it deems it advisable so
     
     to do, to restrict the prospective bidders or purchasers of
     
     any of the Pledged Collateral to persons who will represent
     
     and agree that they are purchasing for their own account for
     
     investment, and not with a view to the distribution or sale
     
     of any such Pledged Collateral and to take such other
     
     actions as it may deem appropriate to exempt the offer and
     
     sale of the Collateral from any registration requirements of
     state or federal securities laws (including, if it deems it
     
     appropriate, actions to comply with Regulation D of the
     
     Securities and Exchange Commission under the Securities Act
     
     of 1933, as from time to time amended (the 'Securities
                                                 ----------
     Act')).  To the extent permitted by law, the Grantor hereby
     ---
     specifically waives all rights of redemption, stay or
     
     appraisal which it has or may have under any rule of law or
     
     statute now existing or hereafter in force.  The Grantor
     
     agrees that, to the extent notice of sale shall be required
     
     by law, at least ten days' written notice to the Grantor of
     
     the time and place of any public sale or the time after
     
     which any private sale is to be made shall constitute
     
     reasonable notification.  The Administrative Agent shall not
     
     be obligated to make any sale of Collateral regardless of
     
     notice of sale having been given.  The Administrative Agent
     
     may adjourn any public or private sale from time to time by
     
     announcement at the time and place fixed therefor and such
     
     sale may, without further notice, be made at the time and
     
     place to which it was so adjourned.  In case of any sale of
     
     all or any part of the Collateral on credit or for future
     
     delivery, the Collateral so sold may be retained by the
     
     Administrative Agent until the selling price is paid by the
     
     purchaser thereof, but the Administrative Agent shall not
     
     incur any liability in case of the failure of such purchaser
     
     to take up and pay for the Collateral so sold and, in case
     
     of any such failure, such Collateral may again be sold upon
     
     like notice.  The Administrative Agent instead of exercising
     
     the power of sale herein conferred upon it, may proceed by a
     
     suit or suits at law or in equity to foreclose the security
     
     interests herein granted and sell the Collateral, or any
     
     portion thereof, under a judgment or decree of a court or
     
     courts of competent jurisdiction.

          (b)  Any cash held by the Administrative Agent as
     
     Collateral and all cash proceeds received by the
     
     Administrative Agent in respect of any sale of, collection
     
     from, or other realization upon all or any part of the
     
     Collateral may, in the discretion of the Administrative
     
     Agent, be held by the Administrative Agent as Collateral
     
     for, and/or then or at any time thereafter applied against
     
     (after payment of any amounts payable to the Administrative
     
     Agent pursuant to Section 15 hereof) in whole or in part by
     
     the Administrative Agent, for the benefit of the
     
     Administrative Agent, the Lenders and the Issuing Banks, all
     
     or any part of the Obligations in such order as is provided
     
     in subsection 2.05(b) of the Credit Agreement.  Any surplus
     
     of such cash or cash proceeds held by the Administrative
     
     Agent and remaining after payment in full of all the
====================================================================
                              -13-
     
     Obligations under this Agreement, the expiration or
     termination of all outstanding Letters of Credit and the
     
     termination of the commitments of the Lenders to extend
     
     credit under the Credit Agreement shall be promptly paid
     
     over to the Grantor or to whomsoever may be lawfully
     
     entitled to receive such surplus.

          
          
          (c)  (i)  Subject to Section 7.06 of the Credit
     
     Agreement, the Administrative Agent shall have the right to
     
     make test verifications of the Accounts in any manner and
     
     through any medium that it reasonably considers advisable,
     
     and the Grantor shall furnish all such assistance and
     
     information as the Administrative Agent may require in
     
     connection with such test verifications.  Subject to Section
     
     7.06 of the Credit Agreement, at any time and from time to
     
     time, upon the Administrative Agent's request and at the
     
     expense of the Grantor, the Grantor shall cause independent
     
     public accountants or others satisfactory to the
     
     Administrative Agent to furnish to the Administrative Agent
     
     reports showing reconciliations, aging and test
     
     verifications of, and trial balances for, the Accounts.

          
          
          (ii)  At any time after the occurrence and during the
     
     continuance of an Event of Default, the Grantor hereby
     
     authorizes the Administrative Agent to collect the Grantor's
     
     Accounts.  If required by the Administrative Agent at any
     
     time after the occurrence and during the continuance of an
     
     Event of Default, any payments of Accounts, when collected
     
     by any Grantor, (i) shall be forthwith (and, in any event,
     
     within two Business Days) deposited by the Grantor in the
     
     exact form received, duly indorsed by such Grantor to the
     
     Administrative Agent if required, in a Collateral Account
     
     maintained under the sole dominion and control of the
     
     Administrative Agent, subject to withdrawal by the
     
     Administrative Agent for the account of the Lenders only as
     
     provided herein, and (ii) until so turned over, shall be
     
     held by the Grantor in trust for the Administrative Agent,
     
     the Lenders, the Issuing Banks, the Arranger and the
     
     Syndication Agents, segregated from other funds of the
     
     Grantor.  Each such deposit of proceeds of Accounts shall be
     
     accompanied by a report identifying in reasonable detail the
     
     nature and source of the payments included in the deposit.

          
          
          (iii)  At the Administrative Agent's request, the
     
     Grantor shall deliver to the Administrative Agent all
     
     original and other documents (other than register tapes)
     
     evidencing, and relating to, the agreements and transactions
     
     which gave rise to the Accounts, including, without
     
     limitation, all original orders, invoices and shipping
     
     receipts.

          (iv)  The Administrative Agent in its own name or in
     
     the name of others may at any time after the occurrence and
     
     during the continuance of an Event of Default communicate
     
     with obligors under the Accounts to verify with them to the
     
     Administrative Agent's satisfaction the existence, amount
     
     and terms of any Accounts.

          (v)  Upon the request of the Administrative Agent at
     
     any time after the occurrence and during the continuance of
     
     an Event of Default, the Grantor shall notify obligors on
     
     the Accounts that the Accounts have been assigned to the
     
     Administrative Agent for the ratable benefit of the Lenders
==================================================================
                           -14-
     
     and that payments in respect thereof shall be made directly
     
     to the Administrative Agent.


     Section 13.  Registration Rights.
                  -------------------
          
          (a)  If the Administrative Agent shall determine to
     
     exercise its right to sell all or any of the Pledged
     
     Collateral pursuant to Section 12 hereof, the Grantor agrees
     
     that, upon request of the Administrative Agent, the Grantor
     
     will, at its own expense:


                    (i)  execute and deliver, and cause each
          
          issuer of the Pledged Collateral which is a Subsidiary
          
          contemplated to be sold and the directors and officers
          
          thereof to execute and deliver, all such instruments
          
          and documents, and do or cause to be done all such
          
          other acts and things, as may be necessary or, in the
          
          opinion of the Administrative Agent, advisable to
          
          register such Pledged Collateral under the provisions
          
          of the Securities Act, and to cause the registration
          
          statement relating thereto to become effective and to
          
          remain effective for such period as prospectuses are
          
          required by law to be furnished, and to make all
          
          amendments and supplements thereto and to the related
          
          prospectus which, in the opinion of the Administrative
          
          Agent, are necessary or advisable, all in conformity
          
          with the requirements of the Securities Act and the
          
          rules and regulations of the Securities and Exchange
          
          Commission applicable thereto;

                    (ii) use its best efforts to qualify the
          
          Pledged Collateral under the state securities or 'Blue
          
          Sky' laws and to obtain all necessary approvals of all
          
          Governmental Authorities for the sale of the Pledged
          
          Collateral, as requested by the Administrative Agent;

                    
                    
                    (iii)     cause each such issuer to make
          
          available to its security holders, as soon as
          
          practicable, an earnings statement which will satisfy
          
          the provisions of Section 11(a) of the Securities Act;
          
          and

                    (iv) do or cause to be done all such other
          
          acts and things as may be necessary to make such sale
          
          of the Pledged Collateral or any part thereof valid and
          
          binding and in compliance with applicable law.

          (b)  Determination by the Administrative Agent to
     
     exercise its right to sell any or all of the Pledged
     
     Collateral pursuant to Section 12 hereof without making a
     
     request of the Grantor pursuant to Section 13(a) hereof
     
     shall not by the sole fact of such sale be deemed to be
     
     commercially unreasonable.

     
     Section 14.  Binding Effect; Benefits.  This Agreement shall
                  -------------------------
be binding upon the Grantor and its successors and assigns, and
shall inure to the benefit of the Administrative Agent, the
Lenders, the Issuing Banks, the Arranger and the Syndication
Agents.  The Grantor's successors and assigns shall include,
==================================================================
                         -15-

without limitation, a receiver, trustee or debtor-in-possession
of or for the Grantor.

     Section 15.  Expenses.  The Grantor shall upon written
                  --------
demand pay to the Administrative Agent the amount of any and all
expenses, including the fees and disbursements of its counsel and
of any experts and agents, as provided in Section 12.03 of the
Credit Agreement.

     Section 16.  Amendments, Etc.  No amendment or waiver of any
                  ---------------
provision of this Agreement nor consent to any departure by the
Grantor herefrom shall in any event be effective unless the same
shall be in writing and signed by the party to be charged
therewith, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for
which given.

     Section 17.  Notices.  All notices and other communications
                  -------
provided for hereunder shall be given in the manner set forth in
the Credit Agreement and to the addresses first above written or,
as to each party, at such other address as may be designated by
such party in a written notice to the other party.

     
     Section 18.  Continuing Security Interest; Termination.
                  -----------------------------------------
          
          (a)  This Agreement shall create a continuing security
     
     interest in the Collateral and shall (i) remain in full
     force and effect until payment in full of the Obligations,
     
     the termination of the commitments of the Lenders to extend
     
     credit under the Credit Agreement, the expiration or
     
     termination of all Letters of Credit and the termination of
     
     the Credit Agreement, (ii) be binding upon the Grantor, its
     
     successors and assigns and (iii) except to the extent that
     
     the rights of any transferor or assignor are limited by
     
     Section 12.01 (concerning assignments) of the Credit
     
     Agreement, inure, together with the rights and remedies of
     
     the Administrative Agent hereunder, to the benefit of the
     
     Administrative Agent, the Lenders, the Issuing Banks, the
     
     Arranger and the Syndication Agents, subject to the terms
     
     and conditions of the Credit Agreement.  Without limiting
     
     the generality of the foregoing clause (iii), any Lender may
     
     assign or otherwise transfer any interest in any Loan owing
     
     to such Lender to any other Person, and such other Person
     
     shall thereupon become vested with all the benefits in
     
     respect thereof granted to the Administrative Agent herein
     
     or otherwise, subject, however, to the provisions of Section
     
     12.01 (concerning assignments) of the Credit Agreement.
     
     Nothing set forth herein or in any other Loan Document is
     
     intended or shall be construed to give the Grantor's
     
     successors and assigns any right, remedy or claim under, to
     
     or in respect of this Agreement, any other Loan Document or
     
     any Collateral.  The Grantor's successors and assigns shall
     
     include, without limitation, a receiver, trustee or
     
     debtor-in-possession thereof or therefor.
          
          
          (b)  Upon the payment in full of the Obligations, the
     
     termination of the commitments of the Lenders to extend
     
     credit under the Credit Agreement, the termination or
     
     expiration of all Letters of Credit and the termination of
     
     the Credit Agreement, the security interest granted hereby
     
     shall terminate and all rights to the Collateral shall
     
     revert to the Grantor.  Upon any such termination, the
================================================================
                            -16-
     
     
     Administrative Agent shall promptly return to the Grantor,
     
     at the Grantor's expense, such of the Collateral held by the
     
     Administrative Agent as shall not have been sold or
     
     otherwise applied pursuant to the terms hereof.  The
     
     Administrative Agent will, at the Grantor's expense, execute
     
     and deliver to the Grantor such other documents as the
     
     Grantor shall reasonably request to evidence such
     
     termination.

          (c)  Upon any release of the Administrative Agent's
     
     security interest in any part of the Collateral expressly
     
     required to be given by the Administrative Agent pursuant to
     
     Section 11.12(c) of the Credit Agreement, the Administrative
     
     Agent shall execute and deliver to the Grantor, at the
     
     Grantor's expense, all termination statements, assignments
     and other documents and instruments as may be necessary or
     
     desirable to release fully the security interests in such
     
     Collateral granted hereby; provided, however, that (i) the
                                --------  -------
     Administrative Agent shall not be required to execute any
     
     such documents on terms which, in the Administrative Agent's
     
     opinion, would expose the Administrative Agent to liability
     
     or create any obligation or entail any consequence other
     
     than the release of such security interests without recourse
     
     or warranty, and (ii) such release shall not in any manner
     
     discharge, affect or impair the Obligations or any security
     
     interests, liens or other encumbrances upon (or obligations
     
     of the Grantor in respect of) all interests retained by the
     
     Grantor, including without limitation, the proceeds of any
     
     sale, all of which shall continue to constitute part of the
     
     Collateral.

     Section 19.  Applicable Law; Severability.  This Agreement
                  ----------------------------
shall be construed in all respects in accordance with, and
governed by, the laws of the State of New York.  Whenever
possible, each provision of this Agreement shall be interpreted
in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provisions or the
remaining provisions of this Agreement.

     
     
     
     Section 20.  Consent to Jurisdiction and Service of Process;
                  -----------------------------------------------
Waiver of Jury Trial.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST
--------------------
EACH PARTY HERETO WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PARTY HERETO ACCEPTS, FOR ITSELF IN AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,
THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT FROM WHICH NO APPEAL
HAS BEEN TAKEN OR IS AVAILABLE.  EACH PARTY HERETO IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES

THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS

===================================================================
                             -17-

NOTICE ADDRESS SPECIFIED ON THE FIRST PAGE HEREOF, SUCH SERVICE
TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING.  EACH OF
THE GRANTOR AND, BY ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT,
THE ARRANGER, THE SYNDICATION AGENTS AND THE LENDERS, IRREVOCABLY
WAIVES (A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT, AND (B) ANY OBJECTION (INCLUDING WITHOUT
LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER
           --------------------
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT IN ANY JURISDICTION SET FORTH ABOVE.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY
PARTY HERETO TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO
IN THE COURTS OF ANY OTHER JURISDICTION.
     
     
     
     Section 21.  Waiver of Notice, Hearing and Bond.  THE
                  ----------------------------------
GRANTOR WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR
TO THE EXERCISE BY THE ADMINISTRATIVE AGENT OR THE LENDERS OF ITS
RIGHTS, FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, TO
REPOSSESS THE COLLATERAL WITH JUDICIAL PROCESS OR TO REPLEVY,
ATTACH OR LEVY UPON THE COLLATERAL.  THE GRANTOR WAIVES THE
POSTING OF ANY BOND OTHERWISE REQUIRED OF THE ADMINISTRATIVE
AGENT OR THE LENDERS IN CONNECTION WITH THE JUDICIAL PROCESS OR
PROCEEDING TO OBTAIN POSSESSION OF, REPLEVY, ATTACH, OR LEVY UPON
THE COLLATERAL TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER
ENTERED IN FAVOR OF THE ADMINISTRATIVE AGENT OR THE LENDER OR TO
ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER
PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT.

     
     
     Section 22.  Advice of Counsel.  THE GRANTOR REPRESENTS TO
                  -----------------
THE ADMINISTRATIVE AGENT THAT IT HAS DISCUSSED THIS AGREEMENT
WITH ITS ATTORNEYS.

     
     
     Section 23.  Section Titles.  The section titles herein are
                  --------------
for convenience and reference only and shall not affect in any
way the interpretation of any of the provisions hereof.
=================================================================
                                -18-
     
     
     
     IN WITNESS WHEREOF, the Grantor has caused this Agreement to
be duly executed and delivered by its officer thereunto duly
authorized as of the day first above written.

                                   
                                   
                                   ANNTAYLOR, INC.

                                   By:/s/ Walter J. Parks
                                   _________________________
                                   Name: Walter J. Parks
                                   Title: Senior Vice President-
                                        Chief Financial Officer
Agreed and accepted to as of
the date first above written:
BANK OF AMERICA NATIONAL TRUST
  AND SAVINGS ASSOCIATION,
  as Administrative Agent

By:  /s/Dietmar Schiel
     --------------------
Name:   Dietmar Schiel
Title:  Vice President